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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 1, 1999
Pacific Gateway Properties, Inc.
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(Exact Name of Registrant as Specified in Charter)
Maryland 1-8692 04-2816560
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
930 Montgomery Street, San Francisco, CA 94133
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (415) 398-4800
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
Effective September 1, 1999, Pacific Gateway Properties, Inc., a New
York corporation (the "New York Company"), completed a reincorporation (the
"Reincorporation"), whereby the surviving company is Pacific Gateway Properties,
Inc., a Maryland corporation ("Pacific Gateway"). The shareholders of the New
York Company approved the Reincorporation at the meeting of shareholders held on
April 26, 1999.
The Reincorporation was effected by a merger of the New York Company
into Pacific Gateway, which was a newly-formed, wholly-owned subsidiary of the
New York Company. Upon the Reincorporation, (i) Pacific Gateway succeeded to all
of the business, assets and liabilities of the New York Company, and (ii) each
share of common stock of the New York Company was converted into the right to
receive one share of common stock of Pacific Gateway ("Pacific Gateway Common
Stock"), and each share of Series 1 Convertible Preferred Stock of the New York
Company was converted into the right to receive one share of Series 1
Convertible Preferred Stock of Pacific Gateway. The name of the registrant was
not changed by the Reincorporation, nor does the Reincorporation result in any
change in the registrant's business, management, assets or liabilities.
Pursuant to Rule 12g-3(f) under the Securities Exchange Act of 1934, by
reason of the Reincorporation, the Pacific Gateway Common Stock became
registered pursuant to Section 12(g) thereof. The Pacific Gateway Common Stock
is traded on the American Stock Exchange under the symbol "PGP". Letters of
Transmittal are being sent to the former New York Company shareholders
requesting that they exchange their New York Company stock certificates for
Pacific Gateway stock certificates.
ITEM 7. FINANCIAL INFORMATION, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
Pursuant to General Instruction F of Form 8-K, the following documents
are incorporated by reference herein:
EXHIBIT DESCRIPTION
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2.1 Agreement and Plan of Merger (incorporated by
reference to Exhibit 2.1 to Registration Statement on
Form S-4 (File No. 333-67071)
3.1 Articles of Incorporation of Pacific Gateway
Properties, Inc., a Maryland corporation
(incorporated by reference to Exhibit 3.1 to
Registration Statement on Form S-4 (File No.
333-67071)
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3.2 By-laws of Pacific Gateway Properties, Inc., a
Maryland corporation (incorporated by reference to
Exhibit 3.2 to Registration Statement on Form S-4
(File No. 333-67071)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this current report to be signed on its behalf by the
undersigned hereunto duly authorized.
PACIFIC GATEWAY PROPERTIES, INC.
Date: September 1, 1999 By:/s/ Raymond V. Marino
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Name: Raymond V. Marino
Title: President and Chief Executive Officer
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