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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 1)
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. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, dated May 31, 1995 (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, 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 a Purchase and Sale Agreement (the
"Agreement"), dated June 7, 1995, with Security Capital Industrial Trust,
a Maryland real estate investment trust ("Buyer"), for the sale of the
Trust's Park 100 property located in Indianapolis, Indiana ("Park 100").
The purchase price for Park 100 is $39.2 million (subject to adjustment as
provided for in the Agreement), which is payable in cash (the "Purchase
Price").
The closing of the sale of Park 100 (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 and other customary
conditions for transactions of this nature.
No later than one business day after the date of the Agreement, Buyer
must deposit $1,000,000 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 Park 100
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 Park 100 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 $150,000 in connection with the preparation,
negotiation and execution of the Agreement and Buyer's due diligence review
of Park 100.
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Buyer will retain $1,000,000 of the Purchase Price at the Closing
until the period for which any and all claims which could be subject to
indemnification by the Trust has terminated (the "Holdback"). 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 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
Park 100. Such indemnity is not limited to the amount of the Holdback or to
any other amount.
A copy of a letter to shareholders and a form of press release
announcing the Agreement for the sale of Park 100 are filed as Exhibits 13
and 14 hereto, respectively, and are incorporated herein by reference.
In addition, on June 2, 1995, in furtherance of the Board's desire
to comply with the long-standing policy and intent of the Trust and in
accordance with the Declaration, the Board adopted a series of resolutions
to effect the liquidation and termination of the Trust, effective immediately
prior to completion of the sale of Park 100. The resolutions, among other
things, authorize certain officers of the Trust to sell Park 100 and to sell
or otherwise liquidate the remaining Properties of the Trust upon such terms
as may be approved by a majority of the Unaffiliated Trustees (as defined in
the Declaration), and require that, after paying or adequately providing for
the payment of all liabilities of the Trust, the Trustees shall distribute
the remaining Trust Estate (as defined in the Declaration), in cash or in kind
or partly each, among the shareholders of the Trust according to their
respective rights under the Declaration.
The sale of Park 100, together with the potential sales of the
other two Trust properties at prices equal to the highest cash bids 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 13 -- Form of Press Release, dated June 8, 1995.
Exhibit 14 -- Form of Letter to Shareholders of the Trust, dated June 8,
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: June 8, 1995
PRUDENTIAL REALTY TRUST
By: /s/ Jeffrey L. Danker
Name: Jeffrey L. Danker
Title: President
Exhibit 13
For Immediate Release
June 8, 1995
For additional information,
please call:
201-802-4302
Newark, NJ -- June 8, 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 Park
100 properties located in Indianapolis, Indiana. The purchaser is
Security Capital Industrial Trust and the contract purchase price is
$39.2 million.
Prior to signing the contract, the Board of Trustees of the Trust
adopted a resolution to liquidate and terminate the Trust,
consistent with the long-standing policy and intent of the Trust.
The Trust continues to evaluate bids on it's Maple Plaza and
Huntington Business Campus properties.
Exhibit 14
Dear Shareholder,
As I have mentioned to you in several recent letters, in March
1995 the Trust hired J.P. Morgan to solicit bids for the Trust's
assets to maximize the value of the Trust as the Trust approaches
it's scheduled liquidation.
I am pleased to let you know that the Trust has entered into a
definitive and binding contract for the sale of the Park 100
properties in Indianapolis, Indiana for $39,200,000. That sale,
together with the potential sales of the two other Trust
properties at prices equal to the highest cash bids received to
date, could result in a distribution to Income shareholders upon
liquidation of over $5.00 per Income share. There would be no
available distribution to Capital shareholders.
The purchaser is Security Capital Industrial Trust, a public REIT
which also owns other properties within the Park 100 complex.
Security Capital closed in excess of $700 million of industrial
real estate transactions throughout the country in 1994.
The Trust continues to evaluate bids for the Trust's Maple Plaza
and Huntington Business Campus properties. Future quarterly
shareholder letters will provide updates on our progress with all
of our sales efforts.
Prior to signing the Park 100 contract, your Board of Trustees
adopted a resolution to liquidate and terminate the Trust,
consistent with the long-standing policy and intent of the Trust.
Your Board is committed to upholding the terms of the Declaration
of Trust and will distribute the proceeds from the liquidation in
accordance with the Declaration.
The $.30 per Capital share tender offer by Black Bear Realty,
managed by Richard Osborne, contains conditions which, if unmet,
permit Black Bear to withdraw the offer. Both the Park 100 sales
contract and the Board Resolution to liquidate the Trust may
result in a withdrawal of Osborne's offer. However, if the
tender continues and Osborne is successful in replacing the
Board, any attempt to prevent the liquidation that has now been
set in motion should require a 75% vote of Income and Capital
shares, each voting separately as a class.
A more detailed description of the Board's actions, the sales
contract, the liquidation resolution, and other important
considerations are set forth in Amendment No. 1 to the
Solicitation/Recommendation Statement on Schedule 14D-9, which is
enclosed for your review.
If you have any questions, please call Georgeson & Company, Inc.,
who has been retained by the Trust to assist with shareholder
communications at (800) 223-2064.
Sincerely Yours,
Jeffrey L. Danker
President June 8, 1995
IMPORTANT
WITHDRAW YOUR PRUDENTIAL REALTY TRUST CAPITAL SHARES
If your Capital Shares are held by a brokerage firm or bank,
only your broker or bank can withdraw them. Please call your
broker or banker to instruct them to effect the withdrawal
on your behalf.
If you have tendered your Capital Shares to Black Bear
Realty, Ltd. and wish to withdraw them, please use the
enclosed form. If you need help or have questions, call
Georgeson & Company, Inc. toll-free at (800) 223-2064. They
will be pleased to assist you in getting back your Capital
Shares.
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WITHDRAWAL OF CAPITAL SHARES OF
BENEFICIAL INTEREST OF PRUDENTIAL REALTY TRUST
TENDERED TO BLACK BEAR REALTY, LTD.
To: IBJ Schroder Bank & Trust Company, Depositary:
Please withdraw ______________________ capital shares of beneficial interest
(number of capital shares)
of Prudential Realty Trust representing all capital shares tendered pursuant
to the Offer to Purchase, dated May 17, 1995, of Black Bear Realty, Ltd.,
by the undersigned and return the certificate(s) representing such capital
shares to the address(es) of the undersigned as recorded on the Letter of
Transmittal which accompanied the tendered capital shares.
____________, 1995 __________________________ _________________________
Today's date Print Name(s) of Tendering Signature(s) of Tendering
Shareholder(s) Shareholder(s)
__________________________ _________________________
Print Name(s) of Tendering Signature(s) of Tendering
Shareholder(s) Shareholder(s)
____________ __________________________
Certificate Print Name(s) of Registered
Number(s) Shareholder(s) if different
than Tendering Shareholder(s)
Signature(s) Guaranteed:
____________ ___________________________ By:_____________________
Certificate Print Name(s) of Registered Authorized Signatory
Number(s) Shareholder(s) if different
than Tendering Shareholder(s)
*INSTRUCTIONS. Please sign your name as it appeared on the Letter of
Transmittal. Your signature should be guaranteed by a firm that is a bank,
broker, dealer, credit union, savings association or other entity which is a
member in good standing of the Securities Transfer Agent's Medallion Program
(an "Eligible Institution") except in the case of capital shares tendered
for the account of an Eligible Institution. If you have any questions, please
call Georgeson & Company, Inc., at (800) 223-2064. This form must be sent
to IBJ Schroder Bank & Trust Company. See reverse side for addresses.
TO INSURE THAT YOUR CAPITAL SHARES ARE WITHDRAWN, THIS NOTICE SHOULD BE
RECEIVED BY IBJ SCHRODER BANK & TRUST COMPANY NO LATER THAN 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, JUNE 14, 1995.
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You may send this notice by mail, courier or facsimile transmission.
The addresses are as follows:
By Mail- IBJ Schroder Bank & Trust Company
Attn: Reorganization Operations Department
P.O. Box 84
Bowling Green Station
New York, New York 10274-0084<PAGE>
By Courier- IBJ Schroder Bank & Trust Company
Attn: Securities Processing Window, Subcellar One
One State Street
New York, New York 10004
By Facsimile (212) 858-2611 (for Eligible Institutions only)
To confirm Facsimile Transmissions call: (212) 858-2103
Since this notice is effective upon its receipt by the Depositary, it is
recommended that it be sent by facsimile transmission, with receipt therefore
confirmed or mailed registered mail with return receipt requested.
TO INSURE THAT YOUR CAPITAL SHARES ARE WITHDRAWN, THIS NOTICE SHOULD BE
RECEIVED BY IBJ SCHRODER BANK & TRUST COMPANY NO LATER THAN 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON JUNE 14, 1995.
