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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Pacific Gulf Properties Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
694396 10 2
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(CUSIP Number)
Brian L. Fleming
301 West Huntington Drive
Arcadia, CA 91107 818/574-5550
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 30, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box/ /.
Check the following box if a fee is being paid with the statement. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the "Notes").
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SCHEDULE 13D
CUSIP NO. 694396 10 2 PAGE 2 of 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Santa Anita Realty Enterprises, Inc.
95-3520818
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER 7 SOLE VOTING POWER
OF 0
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE
ATTESTATION
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PAGE 3 of 9
ITEM 1. SECURITY AND ISSUER
Common Stock, $.01 par value
Pacific Gulf Properties Inc.
363 San Miguel Drive
Suite 100
Newport Beach, CA 92660-7805
ITEM 2. IDENTITY AND BACKGROUND
This report is filed by Santa Anita Realty Enterprises, Inc., a Delaware
corporation ("SARE"). SARE is a party to a Pairing Agreement dated as of
December 20, 1979 with Santa Anita Operating Company, a Delaware corporation
("SAOC"), pursuant to which the common stock of SARE is paired with the common
stock of SAOC so that it is transferable only in units consisting of one share
of SARE common stock and one share of SAOC common stock. SAOC owns less than one
percent of the outstanding equity securities of SARE. SARE does not own equity
securities of SAOC. SARE denies the existence of a group with SAOC.
The following information relates to SARE
(a) Santa Anita Realty Enterprises, Inc.
(b) 301 West Huntington Drive
Arcadia, CA 91007
(c) SARE is a real estate investment trust of which the revenues are
derived principally from the rental of real property and interest on
investments.
(d) Not applicable
(e) Not applicable
As required by Instruction C, the following information relates to each
executive officer of SARE:
(a) William C. Baker
(b) 301 West Huntington Drive
Arcadia, CA 91007
(c) Chairman of the Board and Chief Executive Officer
(d) Not applicable
(e) Not applicable
(f) USA
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PAGE 4 of 9
(a) Sherwood C. Chillingworth
(b) 301 West Huntington Drive
Arcadia, CA 91007
(c) Vice Chairman of the Board and Executive Vice President
(d) Not applicable
(e) Not applicable
(f) USA
(a) Christopher T. Stirling
(b) 301 West Huntington Drive
Arcadia, CA 91007
(c) President and Chief Operating Officer
(d) Not applicable
(e) Not applicable
(f) USA
(a) Brian L. Fleming
(b) 301 West Huntington Drive
Arcadia, CA 91007
(c) Executive Vice President, Chief Financial Officer and Secretary
(d) Not applicable
(e) Not applicable
(f) USA
(a) Tom D. Austin
(b) 301 West Huntington Drive
Arcadia, CA 91007
(c) Vice President
(d) Not applicable
(e) Not applicable
(f) USA
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PAGE 5 of 9
(a) Madison A. Jobe, Jr.
(b) 301 West Huntington Drive
Arcadia, CA 91007
(c) Vice President
(d) Not applicable
(e) Not applicable
(f) USA
As required by Instruction C, the following information relates to each director
of SARE:
(a) William C. Baker
(b)-(f) See above
(a) Sherwood C. Chillingworth
(b)-(f) See above
(a) Thomas J. Barrack, Jr.
(b) 1999 Avenue of the Stars, Suite 1200
Los Angeles, CA 90067
(c) Executive, Colony Capital, Inc.
(d) Not applicable
(e) Not applicable
(f) USA
(a) Richard S Cohen
(b) 301 East Colorado Blvd , #602
Pasadena, CA 91101-1911
(c) Attorney, Cohen Law Offices
(d) Not applicable
(e) Not applicable
(f) USA
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PAGE 6 of 9
(a) James P. Conn
(b) 350 Park Avenue
New York, NY 10022
(c) Executive, Financial Security Assurance
(d) Not applicable
(e) Not applicable
(f) USA
(a) Arthur Lee Crowe
(b) 140 South Lake Avenue, Suite 267
Pasadena, CA 91101
(c) Investor
(d) Not applicable
(e) Not applicable
(f) USA
(a) John C. Cushman, III
(b) 601 South Figueroa Street, 47th Floor
Los Angeles, CA 90017
(c) Executive, Cushman Realty Corporation
(d) Not applicable
(e) Not applicable
(f) USA
(a) Taylor B. Grant
(b) 4770 Campus Drive, #100
Newport Beach, CA 92660
(c) Real Estate Developer
(d) Not applicable
(e) Not applicable
(f) USA
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PAGE 7 of 9
(a) Stephen F. Keller
(b) 301 West Huntington Drive
Arcadia, CA 91007
(c) Chairman of the Board of Directors of SAOC; Chief Executive Officer
of SAOC
(d) Not applicable
(e) Not applicable
(f) USA
(a) J. Terrence Lanni
(b) 3799 Las Vegas Blvd. South
Las Vegas, NV 89100
(c) Executive, MGM Grand, Inc.
(d) Not applicable
(e) Not applicable
(f) USA
(a) Thomas P. Mullaney
(b) 9454 Wilshire Blvd. #900
Beverly Hills, CA 90212
(c) General Partner, Matthews, Mullaney & Co.
(d) Not applicable
(e) Not applicable
(f) USA
(a) William D. Schulte
(b) 108 South Hudson Place
Los Angeles, CA 90004
(c) Investor
(d) Not applicable
(e) Not applicable
(f) USA
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PAGE 8 of 9
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In November 1993, SARE entered into a Purchase and Sale Agreement to sell
its multifamily and industrial operations to Pacific Gulf Properties Inc.
("Pacific"), in conjunction with Pacific's proposed public offering of common
stock and debentures. The transaction was structured in two parts.
On February 18, 1994, SARE completed the first part of this transection by
selling to Pacific ten multifamily properties, containing 2,654 apartment units,
located in Southern California, the Pacific Northwest and Texas and three
industrial properties, containing an aggregate of 185,000 leasable square feet
of industrial space, located in the State of Washington (the "Transferred
Properties"). SARE's corporate headquarters building and related assets were
also acquired by Pacific.
In consideration of the sale of the Transferred Properties, SARE received
approximately $44.4 million in cash and 150,000 shares of the common stock of
Pacific. In addition, SARE was relieved of about $44.3 million of mortgage debt
on the Transferred Properties.
Effective October 1, 1994, SARE completed the second part of the
transaction, the sale of its interest in Baldwin Industrial Park to Pacific. As
a result, effective October 31, 1994, Pacific delivered to SARE an additional
634,419 shares of Pacific common stock as consideration for the transaction,
corporate headquarters and other net assets.
ITEM 4. PURPOSE OF TRANSACTION
On May 30, 1996, SARE closed the sale of its 784,419 shares of Pacific
common stock pursuant to the terms of an underwritten registered offering, at a
gross selling price of $16.375 per share. As a result of the sale, SARE now
owns zero shares of Pacific common stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUE.
(a) 0 shares; 0%
(b) Not applicable
(c) See Item 4, above
(d) Not applicable
(e) May 30, 1996
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PAGE 9 of 9
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to a Purchase and Sale Agreement ("Agreement") by and between SARE
and Pacific, dated as of November 15, 1993, SARE has agreed not to transfer,
assign, sell, encumber or otherwise dispose of the stock acquired pursuant to
the Agreement ("Shares") until February 18, 1995. Thereafter, pursuant to the
Agreement, SARE may transfer the Shares (a) in a registered offering effected
pursuant to the Registration Rights Agreement, (b) pursuant to Rule 144 under
the Securities Act, if available, and (c) in a private sale with the consent of
Pacific.
Pursuant to the Agreement, as amended, Pacific has a right of first refusal
for a period of five business days should SARE propose to transfer the Shares
(including pursuant to registration rights). Pursuant to the Registration Rights
Agreement, under certain circumstances, beginning February 9, 1995, SARE can
request Pacific to effect a registration of the Shares under the Securities Act
of 1993. In addition, Pacific will offer SARE the ability to
register the Shares in the event Pacific proposes to register any
of its stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 11, 1996 SANTA ANITA REALTY ENTERPRISES, INC.
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Brian L. Fleming
Executive Vice President and
Chief Financial Officer
