AS FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 1998
PRELIMINARY COPY
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 2 TO
PRELIMINARY PROXY STATEMENT
FILED ON SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES AND EXCHANGE ACT
OF 1934)
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP
GLENBOROUGH REALTY TRUST INCORPORATED
GLENBOROUGH CORPORATION
GLENBOROUGH PROPERTIES, L.P.
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(Name of the Issuer and Person Filing Statement)
DEPOSITARY UNITS OF LIMITED PARTNERSHIP INTEREST
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(Title of Class of Securities)
74429Y103
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(CUSIP Number of Class of Securities)
Mr. Chester A. Piskorowski Mr. Jeffrey W. Tindell
Prudential-Bache Properties, Inc. Skadden, Arps, Slate, Meagher & Flom LLP
One Seaport Plaza 919 Third Avenue
New York, NY 10292 New York, NY 10022
(212) 214-1339 (212) 735-3380
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of Person Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. [x]
<PAGE>
Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee
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$43,520,000 $8,704
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* For purposes of calculating fee only.
Based on the aggregate cash to be received by the Issuer from the proposed sale
of assets, which the Issuer believes will be $43,520,000, multiplied by 1/50th
of one percent (1%).
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
Amount previously paid: $8,704 Filing Party: the Issuer
Form or registration no.: Preliminary Date filed: September 17, 1997
Proxy Statement
2
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CROSS-REFERENCES
The information required to be contained in this Schedule 13E-3 is
incorporated herein by reference from the attached solicitation materials. The
following cross-references indicate where the information called for by each
Item of this Schedule 13E-3 is contained in the enclosed solicitation materials.
ITEM NO. SECTION TITLE(S) IN SOLICITATION MATERIALS PAGE(S)
- -------- ------------------------------------------ -------
ITEM 1 ISSUER AND CLASS OF SECURITY SUBJECT TO THE
TRANSACTION
(a) COVER PAGE OF THE STATEMENT FURNISHED IN CON-
NECTION WITH THE SOLICITATION OF CONSENTS;
SUMMARY--The Partnership 1, 4
(b) COVER PAGE OF THE STATEMENT FURNISHED IN CON-
NECTION WITH THE SOLICITATION OF CONSENTS;
SUMMARY--Record Date; Units Entitled to Consent; VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF 1, 5, 32
(c) MARKET PRICES OF UNITS AND DISTRIBUTIONS TO
UNITHOLDERS--Secondary and Market Prices for Units 30
(d) SPECIAL FACTORS--Background of the Proposed
Sale of the Assets; MARKET PRICES OF
UNITS AND DISTRIBUTIONS TO UNITHOLDERS--Distribu-
tions to Unitholders 12, 31
(e) Not applicable.
(f) Not applicable.
3
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ITEM NO. SECTION TITLE(S) IN SOLICITATION MATERIALS PAGE(S)
- -------- ------------------------------------------ -------
ITEM 2 IDENTITY AND BACKGROUND
The person filing this statement is the issuer of the class
of equity securities which is the subject of the Rule 13e-3
transaction.
(a) IDENTITY AND BACKGROUND OF CERTAIN PERSONS 32
(b) IDENTITY AND BACKGROUND OF CERTAIN PERSONS 32
(c) IDENTITY AND BACKGROUND OF CERTAIN PERSONS 32
(d) IDENTITY AND BACKGROUND OF CERTAIN PERSONS 32
(e) With respect to PSI, see IDENTITY AND BACKGROUND
OF CERTAIN PERSONS 32
With respect to each other person, natural or otherwise,
identified in the above section, the answer is no.
(f) With respect to PSI, see IDENTITY AND BACKGROUND
OF CERTAIN PERSONS 32
With respect to each other person, natural or otherwise,
identified in the above section, the answer is no.
(g) IDENTITY AND BACKGROUND OF CERTAIN PERSONS 32
ITEM 3 PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a) Not applicable.
(b) SPECIAL FACTORS--Background of Proposed Sale
of the Assets 12
ITEM 4 TERMS OF THE TRANSACTION
(a) SUMMARY--Action by Written Consent, --The Plan; SPECIAL
FACTORS--The Purchase Agreement, --Closing of the 5, 7, 16
Sale, --Amendment to Partnership Agreement, --Liquidation 18, 25, 26
(b) Not applicable.
4
<PAGE>
ITEM NO. SECTION TITLE(S) IN SOLICITATION MATERIALS PAGE(S)
- -------- ------------------------------------------ -------
ITEM 5 PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
ITEM 6 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSID-
ERATION
(a) COVER PAGE OF THE STATEMENT FURNISHED IN CON-
NECTION WITH THE SOLICITATION OF CONSENTS;
SPECIAL FACTORS--The Purchase Agreement, --Use
of Proceeds and Cash Distributions, --Liquidation 1, 16, 21, 26
(b) COVER PAGE OF THE STATEMENT FURNISHED IN CON-
NECTION WITH THE SOLICITATION OF CONSENTS;
SPECIAL FACTORS--Use of Proceeds and
Cash Distributions 1, 21
(c) SPECIAL FACTORS--The Purchase Agreement 16
(d) Not applicable.
5
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<TABLE>
<CAPTION>
ITEM NO. SECTION TITLE(S) IN SOLICITATION MATERIALS PAGE(S)
- -------- ------------------------------------------ -------
<S> <C> <C>
ITEM 7 PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a) SUMMARY--Action by Written Consent; SPECIAL FACTORS
--Background of Proposed Sale of the Assets 5, 12
(b) SPECIAL FACTORS--Background of Proposed Sale of the Assets 12
(c) COVER PAGE OF THE STATEMENT FURNISHED IN CONNECTION WITH THE
SOLICITATION OF CONSENTS; SPECIAL FACTORS--Background of
Proposed Sale of the Assets, --Recommendation of the
General Partners; Fairness of the Plan, --Advantages 1, 12, 22,
of Plan, --Amendment to Partnership Agreement 23, 25
(d) COVER PAGE OF THE STATEMENT FURNISHED IN CONNECTION WITH THE
SOLICITATION OF CONSENTS; SUMMARY--Action by Written Consent,
--Certain Conflicts of Interest, --Final Distributions and
Liquidation; SPECIAL FACTORS--Background of Proposed
Sale of the Assets, --Certain Conflicts of Interest,
--Use of Proceeds and Cash Distributions, --Liquidation, 1, 5, 8, 9,
--Federal Income Tax Consequences of The Plan; 12, 16, 21,
ACCOUNTING TREATMENT 26, 29
ITEM 8 FAIRNESS OF THE TRANSACTION
(a) SPECIAL FACTORS--Recommendation of the General Partners;
Fairness of the Plan 22
(b) SPECIAL FACTORS--Advantages of the Plan 23
(c) COVER PAGE OF THE STATEMENT FURNISHED IN CONNECTION WITH
THE SOLICITATION OF CONSENTS; SUMMARY--Action by Written
Consent; SPECIAL FACTORS--Background of Proposed Sale of
the Assets, --Amendment to the Partnership Agreement 1, 5, 12, 25
(d) SPECIAL FACTORS--Recommendation of the General Partners;
Fairness of the Plan 22
(e) SPECIAL FACTORS--Recommendation of the General Partners;
Fairness of the Plan 22
(f) SPECIAL FACTORS--Background of Proposed Sale of the Assets 12
</TABLE>
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<TABLE>
<CAPTION>
ITEM NO. SECTION TITLE(S) IN SOLICITATION MATERIALS PAGE(S)
- -------- ------------------------------------------ -------
<S> <C> <C>
ITEM 9 REPORTS, OPINIONS, APPRAISALS AND CERTAIN NE-
GOTIATIONS
(a) SPECIAL FACTORS--C&W Reports 20
(b) SPECIAL FACTORS--C&W Reports 20
(c) SPECIAL FACTORS--C&W Reports 20
ITEM 10 INTEREST IN SECURITIES OF THE ISSUER
(a) SUMMARY--The Plan; VOTING SECURITIES AND PRINCI-
PAL HOLDERS THEREOF 7, 32
(b) Not applicable.
ITEM 11 CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS
WITH RESPECT TO THE ISSUER'S SECURITIES
SUMMARY--The Plan; VOTING SECURITIES AND PRINCI-
PAL HOLDERS THEREOF 7, 32
ITEM 12 PRESENT INTENTION AND RECOMMENDATION OF
CERTAIN PERSONS WITH REGARD TO THE TRANSAC-
TION
(a) SUMMARY--The Plan; VOTING SECURITIES AND PRINCI-
PAL HOLDERS THEREOF 7, 32
(b) COVER PAGE OF THE STATEMENT FURNISHED IN CONNECTION WITH THE
SOLICITATION OF CONSENTS; SUMMARY--The Plan; SPECIAL FACTORS
--Recommendation of the General Partners; Fairness of the Plan,
--Advantages of Plan; VOTING SECURITIES AND PRINCIPAL 1, 7, 22,
HOLDERS THEREOF 23, 32
ITEM 13 OTHER PROVISIONS OF THE TRANSACTION
(a) SUMMARY--The Plan; SPECIAL FACTORS--No Appraisal Rights. 7, 30
(b) AVAILABLE INFORMATION 36
(c) Not applicable.
</TABLE>
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<PAGE>
ITEM NO. SECTION TITLE(S) IN SOLICITATION MATERIALS PAGE(S)
- -------- ------------------------------------------ -------
ITEM 14 FINANCIAL INFORMATION
(a)(1-2) The Partnership's Annual Report on Form 10-K for the year
ended December 31, 1996 and its Quarterly Report on Form 10-Q
for the period ended September 30, 1997 filed by the
Partnership with the Securities and Exchange Commission (File
No. 0-14271) and included as exhibits hereto are hereby
incorporated by this reference.
(a)(3) Not applicable
(a)(4) SUMMARY--Selected Historical Financial Data 11
(b) After the Rule 13e-3 transaction, the Issuer will have
liquidated its assets and dissolved.
ITEM 15 PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a) Certain executive officers of Prudential-Bache Properties,
Inc., as managing general partner of the Issuer, will engage
in solicitation activities in connection with the Rule 13e-3
transaction.
(b) COVER PAGE OF THE STATEMENT FURNISHED IN CONNECTION WITH THE
SOLICITATION OF CONSENTS. William O'Sullivan, an employee of
Prudential Securities Incorporated, an affiliate of
Prudential-Bache Properties, Inc., will engage in certain
solicitation activities in connection with the
Rule 13e-3 transaction. Mr. O'Sullivan will receive no addition-
al compensation for engaging in such activities beyond his salary
as an employee of Prudential Securities Incorporated. 1
ITEM 16 ADDITIONAL
Not applicable.
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<PAGE>
ITEM NO. SECTION TITLE(S) IN SOLICITATION MATERIALS PAGE(S)
- -------- ------------------------------------------ -------
ITEM 17 MATERIAL TO BE FILED AS EXHIBITS
(a) Credit Agreement (Revolver), dated as of July 11, 1996, among
Glenborough Properties, L.P., as Borrower, and Wells Fargo
Bank and Imperial Bank together with certain Assignees, as
Lenders, and Wells Fargo Bank, National Association, as Agent;
First Amendment to Credit Agreement, entered into as of No-
vember 1, 1996, by and among Glenborough Properties, L.P.,
Wells Fargo Bank, National Association, Imperial Bank, Fleet
National Bank, and Wells Fargo Bank, National Association as
Agent; Amendment to Credit Agreement, dated as of April __,
1997, among Glenborough Properties, L.P., Wells Fargo Bank,
National Association, Fleet National Bank, and Wells Fargo
Bank, National Association as Agent.*
(b) Limited Appraisal in a Restricted Report--Poplar Towers Office
Building, as of October 21, 1996, prepared by Cushman &
Wakefield of Georgia, Inc.; Complete Appraisal of Real Proper-
ty--Gateway Professional Center, as of May 21, 1997, prepared
by Cushman & Wakefield of California, Inc.; Complete Apprais-
al of Real Property--Park Plaza Professional Center, as of May
21, 1997, prepared by Cushman & Wakefield of California,
Inc.; Complete Appraisal of Real Property--Montrose Office
Park, as of May 20, 1997, prepared by Cushman & Wakefield
of Washington, D.C., Inc.; Complete Appraisal of Real Proper-
ty--Totem Valley Business Center, as of May 9, 1997, prepared
by Cushman & Wakefield of Oregon, Inc.*
(c) Not applicable.
(d) LETTER TO UNITHOLDERS; NOTICE TO UNITHOLDERS; STATEMENT
FURNISHED IN CONNECTION WITH THE SOLICITATION OF CONSENTS;
CONSENT CARD. Certain additional documents shall be filed as
exhibits as required by Regulation 14A but are not required
to be distributed to Unitholders.*
(e) Not applicable.
(f) Not applicable.
- --------------
* Previously filed as an Exhibit to Amendment No. 1 to the Schedule 13E-3.
9
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SIGNATURE
After due inquiry and to the best of our knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 6, 1998
PRUDENTIAL-BACHE/EQUITEC
REAL ESTATE PARTNERSHIP
By: Prudential-Bache Properties, Inc.
in its capacity as managing general partner
By: /s/ BRIAN J. MARTIN
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Brian J. Martin
President
Prudential-Bache Properties, Inc.
GLENBOROUGH REALTY TRUST INCORPORATED
By: /s/ ANDREW BATINOVICH
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Andrew Batinovich
President
GLENBOROUGH CORPORATION
By: /s/ ANDREW BATINOVICH
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Andrew Batinovich
Chief Executive Officer
GLENBOROUGH PROPERTIES, L.P.
By: Glenborough Realty Trust Incorporated,
in its capacity as General Partner
By: /s/ ANDREW BATINOVICH
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Andrew Batinovich
President
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