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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14D-1
Amendment No. 3
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Amendment No. 13
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
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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 No. 3 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").
The Purchaser 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 (the "Shares"), of Prudential
Realty Trust, a Massachusetts business trust (the "Company"), at $0.30 per
share. The offer and withdrawal rights will now expire at 11:59 p.m., New York
City time, on Wednesday, July 19, 1995, unless the offer is extended. The
press release announcing this extension is attached hereto as Exhibit (a)(11).
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) As previously reported, 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 the Company, to call a special
meeting of the shareholders of the Company. On June 23, 1995, Mr. Danker sent
a letter to Mr. Osborne and the Fund stating that the Trustees had concluded
that the purposes of the meeting as stated in the June 14 letter are not
purposes permitted by the Company's Declaration of Trust or the Trustees'
Regulations, nor are they purposes upon which the shareholders can lawfully act
under applicable law. According to Mr. Danker's letter, the Trustees concluded
that the chief executive officer of the Company has no duty to call the
requested special meeting. Accordingly, the chief executive officer declined
to call the requested special meeting.
On June 16, 1995, in the action captioned Richard M. Osborne, et al.
v. Prudential Realty Trust, and Jeffrey L. Danker, Thomas F. Murray, Joseph M.
Selzer, Richard J. Boyle, Francis L. Bryant, as Trustees of Prudential Realty
Trust (Civ. Act. No. 95-2095A), Philip V. Oppenheimer, general partner of P.
Oppenheimer Investment Partnership, L.P. ("Oppenheimer"), and the IRA of Mark
Close (together with Oppenheimer, the "Intervenors") filed a motion to
intervene as defendants and class representatives of the putative defendant
class of owners of Income Shares (excluding from the class Mr. Osborne, Robert
G. Stern, the Purchaser, the Fund and their respective affiliates and
relatives). On June 16, 1995, the Intervenors also filed an answer and class
action counterclaim relating to the above-referenced action (the "Intervenors
Counterclaim"). In the Intervenors Counterclaim, the Intervenors seek the
court to enter an order and judgment: (1) declaring that an affirmative vote
of 75% of the outstanding Income Shares and an affirmative vote of 75% of the
outstanding Shares, each voting separately as a class, is required to
effectuate the Proposed Merger; (2) declaring that under the present factual
circumstances, under the Declaration of Trust, all of the proceeds from the
sale of the Company's assets must be distributed to the holders of Income
Shares until the holders of Income Shares have received up to $8.00 per Income
Share in distributions from the sale of the Company's real estate holdings; (3)
declaring that the holders
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of Shares cannot receive any equity in a new entity into which the Company is
merged, at the expense of the holders of Income Shares, unless the value of the
Company's net assets exceeds $8.00 times the number of Income Shares
outstanding at the time of the merger; (4) awarding the Intervenors their
reasonable attorneys' fees and costs; and (5) granting the Intervenors such
other relief as may be appropriate.
On June 20, 1995, the Intervenors filed a similar motion to intervene
in the Removal Action, and filed an answer and class action counterclaim
seeking the same relief enumerated above.
On June 27, 1995, in connection with the Removal Action, Mr. Osborne
filed a lis pendens notice in Marion County, Indiana, Circuit Court (No.
9500095) that seeks an injunction to prohibit the Company and the other
defendants, without first obtaining leave of the court, from selling, disposing
of or otherwise transferring or encumbering real estate located in Marion
County, Indiana, commonly referred to as the "Park 100 Property." The Company
has entered into a Purchase and Sale Agreement, dated June 7, 1995, with
Security Capital Industrial Trust, a Maryland real estate investment trust,
pursuant to which the Company proposes to sell the Park 100 Property for $39.2
million, subject to adjustment.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(e) is amended and supplemented by adding the following:
(e) Reference is hereby made to Item 3 above regarding lawsuits
relating to the Company, which is hereby incorporated by reference.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(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.*
(a)(11) -- Press Release issued by Purchaser on July 7, 1995.
11.1 -- Guarantee of Richard M. Osborne.*
______________________________
* 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: July 7, 1995 By: /s/Richard M. Osborne
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Richard M. Osborne,
Managing Member
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<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<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.*
(a)(11) Press Release issued by Purchaser on July 7, 1995.
11.1 Guarantee of Richard M. Osborne.*
<FN>
______________________________
* Previously filed.
</TABLE>
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Exhibit (a) (11)
FOR IMMEDIATE RELEASE
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BLACK BEAR REALTY, LTD. EXTENDS CASH TENDER OFFER
FOR CAPITAL SHARES OF PRUDENTIAL REALTY TRUST
MENTOR, OHIO--July 7, 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 Wednesday, July
17, 1995, unless the offer is extended.
Black Bear stated that as of the close of business on July 6, 1995,
approximately 2.8 million capital shares of Prudential Realty had been tendered
and not withdrawn.
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
