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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14D-1
Amendment No. 1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Amendment No. 11
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)
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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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Bidder)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$3,340,500 $668.10
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* 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.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(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.
11.1 -- Guarantee of Richard M. Osborne.*
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______________________________
* Previously filed.
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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 5, 1995
By:/s/ Richard M. Osborne
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Richard M. Osborne,
Managing Member
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(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.
11.1 Guarantee of Richard M. Osborne.*
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* Previously filed.
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Exhibit (a)(8)
FOR IMMEDIATE RELEASE
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OFFER BY BLACK BEAR REALTY, LTD.
BEST COURSE FOR SHAREHOLDERS OF PRUDENTIAL REALTY TRUST
MENTOR, OHIO--June 5, 1995--Black Bear Realty, Ltd. is extremely disappointed
with Prudential Realty Trust's announcement that its Board of Trustees rejected
the offer by Black Bear to purchase the outstanding capital shares of
beneficial interest of the Trust for $0.30 per share. Black Bear's offer
provides immediate cash to holders of capital shares who otherwise, according
to the Trust itself, may receive nothing if the Trust continues on its path
toward liquidation. In addition, under the Black Bear offer, the holders of
income shares of beneficial interest would have the opportunity to share in any
future appreciation of the Trust's property. The offer would provide those
income shareholders who have held income shares since the original 1985
offering a chance to recoup their initial investment of $8.00 per share rather
than being cashed out at a significant loss.
The managing member of Black Bear, Richard M. Osborne, said, "The Trustees'
decision to reject the offer and their recommendation that the capital
shareholders not tender their shares is in effect telling the capital
shareholders that getting nothing for the shares is better than tendering for
$0.30 per share." Mr. Osborne noted that the Board's position was illogical
and certainly not in the best interest of the capital shareholders. He also
indicated that, while the Trustees have said to the capital shareholders that
they may receive nothing, affiliates of the Trust have received millions in
fees, plus Prudential Realty Trust's outside advisors and consultants stand to
reap additional millions in fees under the Trust's plan to prematurely
liquidate.
Mr. Osborne went on to say, "The Trustees' response evidences that the Board is
wed to a 1985 strategy and is not interested in maximizing shareholder value
for either class of stock. It is time to abandon the Trustees' plan of
liquidation which is so obviously flawed and not in the best interests of the
shareholders."
The Trustees' letter to shareholders rejecting Black Bear's offer fails to
point out that by the Trust's own estimate in its 1994 Form 10-K Annual Report,
the liquidation will provide holders of both classes of stock with little or no
premium over the current combined market value of the income and capital
shares. The Trust estimates that under the liquidation plan, after all fees
and expenses have been paid, income shareholders should expect to receive only
approximately $4.72 per share and capital shares may be paid nothing.
Black Bear Realty, Ltd. and Mr. Osborne continue to stand by the Black Bear
offer as the only viable option for the Trust's shareholders and urge all
shareholders to review carefully the offer to purchase before deciding whether
to tender any shares.
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
