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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 3)
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
PRUDENTIAL REALTY TRUST
(Name of Subject Company)
PRUDENTIAL REALTY TRUST
(Name of Person(s) Filing Statement)
CAPITAL SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01
(Title of Class of Securities)
74435P-20-3
(CUSIP Number of Class of Securities)
Donna M. Dellechiaie, Esq.
Associate Regional Counsel
Prudential Realty Group
3 Gateway Center
100 Mulberry Street, 14th Floor
Newark, New Jersey 07102-4077
(201) 802-5412
(Name, address and telephone number of person authorized to receive notice
and communications on behalf of the person(s) filing statement)
Copy to:
Michael M. Maney, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
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This Amendment No. 3 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated May 31,
1995, as amended (the "Schedule 14D-9"), filed by Prudential Realty Trust,
a Massachusetts business trust (the "Trust"), relating to the tender offer
disclosed in the Schedule 14D-1, dated May 17, 1995, as amended (the
"Schedule 14D-1"), of the bidder, Black Bear Realty, Ltd., a newly formed
Ohio limited liability company (the "Bidder"), of which Richard M. Osborne
is the sole managing member, to purchase all of the outstanding Capital
Shares of the Trust upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated May 17, 1995, as amended, and the related
Letter of Transmittal (together, the "Offer"). Capitalized terms used and
not defined herein shall have the meanings set forth in the Schedule 14D-9.
Item 7. Certain Negotiations and Transactions by the Subject Company.
Item 7 is hereby amended and supplemented by adding thereto the
following:
(b) In continuation of the process that the Trust began in
December 1994 of evaluating all strategic options available to maximize the
value of the Trust to its shareholders as the Trust approaches its
scheduled liquidation date, the Trust entered into an Agreement of Purchase
and Sale (the "Agreement"), dated July 7, 1995, with Reckson FS Limited
Partnership, a Delaware limited partnership ("Buyer"), for the sale of the
Trust's Huntington Business Campus I & II located in Melville, Long Island,
New York (the "Huntington Properties"). The purchase price for the
Huntington Properties is $11,475,000 (subject to adjustment as provided for
in the Agreement), which is payable in cash (the "Purchase Price").
The closing of the sale of the Huntington Properties (the
"Closing") is to occur no later than ten (10) days after the expiration of
a 45-day due diligence period (such period to commence on the date of the
Agreement), subject to extensions as provided therein. Closing is
contingent upon the satisfactory completion of the due diligence review by
Buyer, full tenant occupancy and other customary conditions for transactions
of this nature.
On the date of the Agreement, Buyer deposited $287,500 in cash
as earnest money ("Earnest Money") with an escrow agent. At and upon the
Closing, the escrow agent will pay the Earnest Money, including interest
thereon, if any, to Seller or to the party entitled to receive the Earnest
Money in accordance with the terms of the Agreement.
If all of the conditions to Buyer's obligations to purchase the
Huntington Properties have been satisfied or waived by Buyer and if Buyer
fails to consummate the transaction for any reason other than the Trust's
default or the exercise by Buyer of an express right of termination as
provided for in the Agreement, the Trust's sole remedy is to terminate the
Agreement and to retain the Earnest Money as liquidated damages. If the
Trust does not consummate the sale of the Huntington Properties for any
reason other than the default of Buyer or the exercise by Buyer of a right
of termination as provided for in the Agreement, the Earnest Money will be
refunded to Buyer. If Buyer terminates the Agreement due to certain
circumstances set forth in the Agreement, the Trust shall reimburse Buyer
for all out-of-pocket costs and expenses, including reasonable attorneys'
fees, incurred by Buyer up to a maximum reimbursement amount of $50,000 in
connection with the
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preparation, negotiation and execution of the Agreement and Buyer's due
diligence review of the Huntington Properties.
Pursuant to the terms of the Agreement, the Trust will
indemnify Buyer for all Losses (as defined in the Agreement) incurred by
Buyer as a result of any litigation pending or threatened before any court
by any shareholder of the Trust or any party seeking to acquire control of
the Trust wherein an adverse judgment would (a) prevent consummation of any
of the transactions contemplated in the Agreement, (b) cause any of such
transactions to be rescinded following consummation or (c) adversely affect
the right of Buyer to own and operate the Huntington Properties. These
indemnification provisions will become null and void upon delivery by the
Trust to Buyer of written proof (reasonably satisfactory to Buyer) of
settlement of all outstanding claims by Richard M. Osborne.
A form of press release announcing the Agreement for the sale
of the Huntington Properties is filed as Exhibit 17 hereto, and is
incorporated herein by reference.
The sale of Park 100 and the Huntington Properties, together
with the potential sale of the Trust's Maple Plaza property, located in
Parsippany, Morris County, New Jersey, at a price equal to the highest cash
bid received to date, could result in a distribution to holders of Income
Shares upon liquidation of over $5.00 per Income Share. There would be no
available distribution to holders of Capital Shares. This assumes
liquidation takes place in December 1995, and includes estimates for
commissions and state and local taxes related to the sales, and other
expenses related to the liquidation of the Trust.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by adding thereto the
following:
Exhibit 17 -- Form of Press Release, dated July 11, 1995.
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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.
Dated: July 11, 1995
PRUDENTIAL REALTY TRUST
By: /s/ Jeffrey L. Danker
Name: Jeffrey L. Danker
Title: President
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For Immediate Release
July 11, 1995
For additional information,
please call: 201-802-4302
Newark, NJ -- July 11, 1995 -- The Prudential Realty Trust (the "Trust"), a
Massachusetts business trust, announces that it has entered into a
definitive and binding contract of sale for its Huntington Business Campus
properties located in Melville, Long Island, New York. The purchaser is
Reckson FS Limited Partnership and the contract purchase price is
$11,475,000.
The execution of the contract of sale for the Huntington Business Campus
properties follows the execution, on June 7, 1995, of a contract for the
sale of the Trust's Park 100 property located in Indianapolis, Indiana.
The execution of such contracts for the sale of both Park 100 and the
Huntington Business Campus properties continues the process that the Trust
began in December 1994 of evaluating all strategic options available to
maximize the value of the Trust to its shareholders as the Trust approaches
its scheduled liquidation date. The Trust is currently involved in
discussions that could lead to a transaction involving the sale of its
remaining Maple Plaza property.
