<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14D-1
Amendment No. 2
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Amendment No. 12
PRUDENTIAL REALTY TRUST
(Name of Subject Company)
BLACK BEAR REALTY, LTD.
(Bidder)
CAPITAL SHARES OF BENEFICIAL INTEREST, $0.01 PAR VALUE
(Title of Class of Securities)
74435P-20-3
(CUSIP Number of Class of Securities)
Copy to:
Richard M. Osborne Byron S. Krantz, Esq.
Managing Member Kohrman Jackson & Krantz
Black Bear Realty, Ltd. One Cleveland Center, 20th Floor
7001 Center Street 1375 East Ninth Street
Mentor, Ohio 44060 Cleveland, Ohio 44114
(216) 951-1111 (216) 696-8700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Bidder)
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
- --------------------- ----------------------
$3,340,500 $668.10
* For purposes of calculating filing fee only. This calculation assumes
the purchase of 11,135,000 Capital Shares of Beneficial Interest of
Prudential Realty Trust at $0.30 net per share in cash.
** 1/50 of one percent of the Transaction Valuation.
/X/ Check box if any part of the fee is offset as provided in 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 date of its filing.
Amount Previously Paid: $668.10 Filing Party: Same
Form or Registration No.: 14D-1 Date Filed: May 17, 1995
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This Amendment to Schedule 14D-1 also constitutes a statement on
Schedule 13D by Richard M. Osborne, the sole managing member of Black Bear
Realty, Ltd., an Ohio limited liability company (the "Purchaser").
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
14D-1 or in the Offer to Purchase referred to therein.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3 is amended and supplemented by adding the following:
(b) On June 14, 1995, Richard M. Osborne, the sole managing member
of the Purchaser and Turkey Vulture Fund XIII, Ltd., an Ohio limited liability
company of which Mr. Osborne is the sole managing member (the "Fund"), sent a
letter (the "June 14 Letter") to Jeffrey L. Danker, President and Principal
Executive Officer of Prudential Realty Trust, a Massachusetts business trust
(the "Company"), 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 the Company to rescind the plan of
liquidation of the Company; and (2) To have a vote of the shareholders to
instruct the Trustees to declare null and void the agreement to sell real
estate to Security Capital Industrial Company and any and all agreements to
sell assets of the Company. Mr. Osborne and the Fund requested that the notice
of the special meeting be sent in compliance with the Company's Declaration of
Trust, as amended (the "Declaration of Trust"), the Trustees' Regulations and
all applicable law and the appropriate solicitation material be prepared by the
Company and disseminated to all shareholders as of the date of mailing, but in
no event later than June 26, 1995.
Mr. Osborne and the Fund own collectively in excess of 10% of the
total votes authorized to be cast by the shares of the Company entitled to vote
in a meeting without regard to class. Under the terms of the Declaration of
Trust, the chief executive officer of the Company must call a special meeting
of shareholders of the Company upon the written request of shareholders holding
in the aggregate not less than 10% of the total votes authorized to be cast at
such a meeting, without regard to class. In addition, the meeting must be
called by the chief executive officer in accordance with the Trustees'
Regulations.
Pursuant to the Trustees' Regulations, Mr. Danker, as the officer who
is required to call the special meeting pursuant to the request of Mr. Osborne
and the Fund, must fix the date and hour of the special meeting. The special
meeting must be held not less than 20 days and not more than 60 days after the
date of mailing of the June 14 Letter and notice of the special meeting must be
given within ten days after the receipt of the June 14 Letter. If the date of
the special meeting is not so fixed and notice thereof is not given within ten
days after the date of receipt of the request, the date and hour of the meeting
may by fixed by Mr. Osborne and the Fund and notice thereof must be given by
Mr. Osborne and the Fund not less than 20 nor more than 60 days before the date
on which the meeting is to be held.
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<TABLE>
<CAPTION>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<S> <C>
(a) (1) -- Offer to Purchase, dated May 17, 1995.*
(a) (2) -- Letter of Transmittal.*
(a) (3) -- Notice of Guaranteed Delivery.*
(a) (4) -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.*
(a) (5) -- Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.*
(a) (6) -- Press Release issued by Purchaser on May 17, 1995.*
(a) (7) -- Form of Summary Advertisement, dated May 17, 1995.*
(a) (8) -- Press Release issued by Purchaser on June 5, 1995.*
(a) (9) -- Letter of Richard M. Osborne to Jeffrey L. Danker, dated June 14, 1995.
(a) (10) -- Press Release issued by Purchaser on June 14, 1995.
11.1 -- Guarantee of Richard M. Osborne.*
<FN>
______________________________
* Previously filed.
</TABLE>
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SIGNATURE
After due 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.
BLACK BEAR REALTY, LTD.
Dated: June 14, 1995 By: /s/Richard M. Osborne
------------------------------
Richard M. Osborne,
Managing Member
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<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------- -----------
<S> <C>
(a) (1) Offer to Purchase, dated May 17, 1995.*
(a) (2) Letter of Transmittal.*
(a) (3) Notice of Guaranteed Delivery.*
(a) (4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.*
(a) (5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and
Nominees.*
(a) (6) Press Release issued by Purchaser on May 17, 1995.*
(a) (7) Form of Summary Advertisement, dated May 17, 1995.*
(a) (8) Press Release issued by Purchaser on June 5, 1995.*
(a) (9) Letter of Richard M. Osborne to Jeffrey L. Danker, dated June 14, 1995.
(a) (10) Press Release issued by Purchaser on June 14, 1995.
11.1 Guarantee of Richard M. Osborne.*
<FN>
______________________________
* Previously filed.
</TABLE>
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Exhibit (a) (9)
RICHARD M. OSBORNE
7001 CENTER STREET
MENTOR, OHIO 44060
June 14, 1995
VIA FACSIMILE DELIVERY
- ----------------------
Prudential Realty Trust
c/o The Prudential Realty Group
751 Broad Street
Newark, NJ 07102-3777
Attention: Mr. Jeffrey L. Danker, President
Re: Call for Special Meeting
Dear Mr. Danker:
The undersigned, Richard M. Osborne and Turkey Vulture Fund XIII,
Ltd., an Ohio limited liability company, own collectively in excess of 10% of
the total votes authorized to be cast by the shares of the Prudential Realty
Trust (the "Trust") entitled to vote in a meeting without regard to class.
In accordance with the Declaration of Trust of Prudential Realty Trust
dated June 19, 1985, and Section 6.12 thereof, the undersigned hereby call a
special meeting of the shareholders of the Trust.
Section 6.12 provides in pertinent part that the notice of any special
meeting shall state the purposes of the meeting. The purposes of this special
meeting are as follows:
1. To have a vote of the shareholders directing the Trustees to
rescind the plan of liquidation of the Trust; and
2. To have a vote of the shareholders to instruct the Trustees to
declare null and void the agreement to sell real estate to Security Capital
Industrial Trust and any and all agreements to sell assets of the Trust.
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Prudential Realty Trust
June 14, 1995
Page 2
The undersigned asks that the notice be sent in compliance with the
Declaration of Trust, the Trustees' regulations and all applicable law, and the
appropriate solicitation material be prepared by the Trust and disseminated to
all shareholders as of the date of mailing, but in no event later than June 26,
1995.
Very truly yours,
/s/Richard M. Osborne
----------------------------------------
Richard M. Osborne
TURKEY VULTURE FUND XIII, LTD.
By: /s/Richard M. Osborne
------------------------------------
Richard M. Osborne
Its: Managing Member
RMO/lml
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Corrected Exhibit (a) (10)
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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
