AS FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 26, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1
TO
DEFINITIVE 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.
<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
<PAGE>
ITEM NO. SECTION TITLE(S) IN SOLICITATION MATERIALS PAGE(S)
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ITEM 16 ADDITIONAL
On May 28, 1998, a consent solicitation statement was sent to holders
("Unitholders") of the beneficial ownership interest in the limited
partnership interests (the "Units") in Prudential-Bache/Equitec Real
Estate Partnership (the "Partnership") on April 1, 1998, seeking
approval of the sale of all the properties of the Partnership to
Glenborough Realty Trust Incorporated and a subsidiary partnership,
Glenborough Properties, L.P. As of the termination of the consent
solicitation period on July 13, 1998, Unitholders owning a majority in
interest of the outstanding Units had consented to such sale and the
liquidation of the Partnership.
3
<PAGE>
ITEM NO. SECTION TITLE(S) IN SOLICITATION MATERIALS PAGE(S)
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ITEM 17 MATERIAL TO BE FILED AS EXHIBITS
(d) Supplemental letter to Unitholders, dated August 21, 1998.
4
<PAGE>
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: August 26, 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
5
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP
August 21, 1998
Dear Unitholder:
On May 28, 1998, a Consent Solicitation Statement was sent to Unitholders who
owned interests in Prudential-Bache/Equitec Real Estate Partnership on April 1,
1998, seeking approval for the sale of the Partnership's properties to
Glenborough Realty Trust Incorporated and Glenborough Properties, L.P.
(collectively, the "Purchaser"), affiliates of the Glenborough General Partner.
As of the termination of the consent solicitation period on July 13, 1998, the
requisite vote of Unitholders had consented to the sale of the properties and
the liquidation of the Partnership. Approximately 55% of the Units outstanding
(representing 95% of the Units that voted) approved the proposed sale.
On June 26, 1998, a purported class action entitled Arthur Unger v.
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Prudential-Bache Properties, Inc., Glenborough Corporation, et. al., was filed
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in the Supreme Court of the State of New York, County of New York. The action
claims, among other things, that the General Partners of the Partnership
breached their fiduciary duty to the Unitholders of the Partnership by, among
other things, failing to act reasonably to maximize the distributions to be made
to Unitholders pursuant to the proposed liquidation of the Partnership.
In particular, the action claims that in considering the advisability of offers
made for one or more of the Partnership's properties, the General Partners
failed to use their best efforts to obtain the highest possible bid from
Hallwood Realty Partners L.P., which submitted an unsolicited offer to the
Partnership in November 1995 to purchase all of the Partnership's properties.
The action also claims that the consideration for which the General Partners
have agreed to sell the properties pursuant to the Purchase Agreement to the
Purchaser is inadequate in that it is $2,000,000 less than the appraised fair
market value of the properties. Moreover, the action alleges that the Consent
Solicitation disseminated by the General Partners in connection with the
proposed liquidation of the Partnership, contains certain representations which
are materially false and misleading. The complaint seeks declaratory and
compensatory relief and attorneys' fees and experts' fees. The General Partners
do not believe there is merit to these allegations and intend to vigorously
defend against such action.
The sale of the Partnership's properties was scheduled to close on July 31,
1998. However, the Purchaser advised the Partnership that, since the litigation
could not be resolved, it had elected not to proceed with the purchase of the
properties. The Partnership intends to enforce the provisions of the Purchase
Agreement in response to the Purchaser's default, which may result in the
payment of the earnest money deposit held in escrow ($1 million plus interest)
to the Partnership. The Purchaser has advised the Partnership that it will
oppose a release of these funds to the Partnership.
One Seaport Plaza, New York, NY 10292-0128 Tel. 212-214-3500
<PAGE>
This impasse over entitlement to the earnest money deposit finds the Partnership
and the Purchaser as potential adversaries. Nevertheless, each of your general
partners, Prudential-Bache Properties, Inc., Glenborough Corporation and Robert
Batinovich, are cooperating and will continue to work together to protect the
interests of the Unitholders. Mr. Robert Batinovich, who played a key role in
ensuring that mortgage financing was available to the Partnership under
difficult conditions a few years ago by providing certain personal guarantees,
has expressed a willingness, at least temporarily, to continue to provide his
personal guarantees to ensure the continuation of the Partnership's mortgage
financing. However, the Partnership may be required to refinance the mortgage
shortly.
During the past month, despite the General Partners' view that the lawsuit is
without merit, a number of discussions were held between counsel representing
the plaintiff and counsel for each of the General Partners in an attempt to
resolve the litigation. The General Partners are continuing to work with the
Purchaser in an attempt to resolve the litigation and to close the sale of the
Partnership's properties pursuant to the Purchase Agreement. Based upon
discussions to date, the General Partners are hopeful that a settlement will be
achieved.
In the event a settlement is not achieved, the Partnership will review
alternatives for a disposition of its Assets. It is anticipated that any
alternative liquidation plan will entail additional costs that the sale to the
Purchaser would not have required. There can be no assurance that the
Partnership will be able to sell all of its properties, or that any sales will
exceed the prices offered by the Purchaser pursuant to the Purchase Agreement.
As a result of this situation, it is uncertain whether the Partnership will be
able to liquidate prior to the end of the year. We will keep you advised with
respect to developments on these issues.
Very truly yours,
/s/ BRIAN J. MARTIN
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Brian J. Martin
President
Prudential-Bache Properties, Inc.
General Partner
