PRUDENTIAL REALTY TRUST
DFAN14A, 1995-06-15
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1

                                  SCHEDULE 14A

                            SCHEDULE 14A INFORMATION
  Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
                                     1934
                              (Amendment No.    )

Filed by the Registrant [   ]
Filed by a Party other than the Registrant [X]

Check the appropriate box:

[   ]    Preliminary Proxy Statement
[   ]    Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
[   ]    Definitive Proxy Statement
[   ]    Definitive Additional Materials
[ X ]    Soliciting Material Pursuant to Section  240.14a-11(c) or Section
         240.14a-12

                            Prudential Realty Trust
                (Name of Registrant as Specified In Its Charter)

                            Black Bear Realty, Ltd.
    (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[   ]    $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
         or Item 22(a)(2) of Schedule 14A.
[   ]    $500 per each party to the controversy pursuant to Exchange Act Rule
         14a-6(i)(3).
[   ]    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
         0-11.

         1)      Title of each class of securities to which transaction applies:


         2)      Aggregate number of securities to which transaction applies:


         3)      Per unit price or other underlying value of transaction
                 computed pursuant to Exchange Act Rule 0-11 (Set forth the
                 amount on which the filing fee is calculated and state how it
                 was determined):


         4)      Proposed maximum aggregate value of transaction:


         5)      Total fee paid:


[   ]    Fee paid previously with preliminary materials.

[ X ]    Check box if any of the fee is offset as provided by Exchange Act Rule
         0-11(a)(2) and identify the filing for which the offsetting fee was
         paid previously.  Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.

         1)      Amount Previously Paid:  $668.10


         2)      Form, Schedule or Registration Statement No.:  Schedule 14D-1


         3)      Filing Party:  Black Bear Realty, Ltd.

         4)      Date Filed:  May 17, 1995
<PAGE>   2
Corrected
- ---------
FOR IMMEDIATE RELEASE
- ---------------------

               BLACK BEAR REALTY, LTD. EXTENDS CASH TENDER OFFER
                 FOR CAPITAL SHARES OF PRUDENTIAL REALTY TRUST

MENTOR, OHIO--June 14, 1995--Black Bear Realty, Ltd. announced that it has
extended the expiration date of its May 17, 1995 tender offer to purchase all
outstanding capital shares of beneficial interest, par value $0.01 per share,
of Prudential Realty Trust at $0.30 net per share.  The offer and withdrawal
rights will now expire at 11:59 p.m., New York City time, on Friday, July 7,
1995, unless the offer is extended.

Black Bear stated that as of the close of business on June 14, 1995,
approximately 2.8 million capital shares of Prudential Realty had been tendered
and not withdrawn.

Black Bear also announced that its sole managing member, Richard M. Osborne of
Mentor, Ohio, sent a letter today to Jeffrey L. Danker, President and Principal
Executive Officer of Prudential Realty, to call a special meeting of the
shareholders of the Company.  The purposes of this special meeting are as
follows: (1) To have a vote of the shareholders directing the Trustees of
Prudential Realty to rescind the plan of liquidation of Prudential Realty; and
(2) To have a vote of the shareholders to instruct the Trustees to declare null
and void the previously announced agreement to sell real estate to Security
Capital Industrial Company and any and all additional agreements to sell assets
of Prudential Realty.  Mr. Osborne requested that the notice of the special
meeting be sent no later than June 26, 1995.

Under the terms of the Declaration of Trust of Prudential Realty, Mr. Osborne,
as holder (along with another investment fund of which Mr. Osborne is sole
managing member) of more than 10% of the outstanding shares of Prudential
Realty, may require that Prudential Realty call a special meeting of its
shareholders.  Pursuant to the regulations of the Trustees of Prudential
Realty, the special meeting must be held not less than 20 days and not more
than 60 days after the date of mailing of Mr. Osborne's letter and notice of
the special meeting must be given within ten days after the receipt of the
letter.  If the date of the special meeting is not fixed and notice is not
given, the date and hour of the meeting may by fixed by Mr. Osborne.

Kemper Securities, Inc. is acting as Dealer Manager for the offer, and Beacon
Hill Partners, Inc. is the Information Agent.  If you have any questions,
please contact Beacon Hill Partners at 800-755-8713.

CONTACT:         Beacon Hill Partners, Inc.
                 Rick Grubaugh, 800-755-8713


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