SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8965
PRUDENTIAL REALTY TRUST
(Exact name of Registrant as specified in its charter)
Massachusetts 22-6400284
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Prudential Plaza, Newark, New Jersey 07102-3777
(Address of principal executive offices) (Zip code)
201-802-4302
(Registrant's Telephone Number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
The number of shares outstanding as of November 14, 1995 was 11,135,000
Income Shares of Beneficial Interest ($.Ol par value, $8.00 stated value)
and 11,135,000 Capital Shares of Beneficial Interest ($.Ol par value).
<page 2>
PRUDENTIAL REALTY TRUST
(Registrant)
INDEX
Part I - Financial Information Page
Item 1. Financial Statements (Unaudited)
Statement of Net Assets - September 30, 1995
and July 1, 1995 3
Balance Sheet - December 31, 1994 and
June 30, 1995 4
Statements of Operations - Six months ended
June 30, 1995; nine months ended
September 30, 1995; three months ended
September 30, 1995 5
Statements of Cash Flows - Six months ended
June 30, 1995; nine months ended
September 30, 1994 6
Statement of Changes in Net Assets 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14
Part II - Other Information
Item 1. Legal Proceedings 17
Item 2. Changes in Securities 17
Item 3. Defaults Upon Senior securities 17
Item 4. Submission of Matters to a Vote of Security
Holders 17
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
Signature 19
<page 3>
PRUDENTIAL REALTY TRUST
STATEMENT OF NET ASSETS
(in process of liquidation)
(Unaudited)
September 30, July 1,
1995 1995
ASSETS
Cash and cash equivalents (Note 1) $30,559,531 $ 2,509,589
Real estate owned 29,470,718 77,109,942
Accounts receivable 1,896,624 1,945,469
Total assets 61,926,873 81,565,000
LIABILITIES
Accounts payable and accrued expenses 3,137,280 4,517,295
Loans payable (Note 3) 0 18,062,123
Due to advisor 483,290 250,312
Security deposits 143,687 405,046
Other liabilities 0 97,651
Total liabilities 3,764,257 23,332,427
Commitments (Note 1)
Net assets $58,162,616 $58,232,573
Income Shares issued and outstanding 11,135,000 11,135,000
Capital Shares issued and outstanding 11,135,000 11,135,000
See Notes to Financial Statements.
<page 4>
PRUDENTIAL REALTY TRUST
BALANCE SHEET
(going concern basis)
June 30, December 31,
1995 1994
ASSETS (Unaudited) (Audited)
Real Estate owned (net of accumulated
depreciation and amortization and
impairment of $55,011,433 in 1995
and $52,954,244 in 1994) $69,523,975 $71,514,788
Cash and cash equivalents 2,509,589 2,253,075
Accounts receivable (net of allowance
for doubtful accounts of $11,552
in 1995 and 1994) 620,469 486,148
Prepaid expenses 239,455 83,333
Deferred rent receivables 2,523,701 2,366,718
Deferred financing costs (net of
accumulated amortization of $95,750
in 1995 and $75,000 in 1994) 56,250 75,000
TOTAL ASSETS $75,473,439 $76,779,062
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and
accrued expenses $ 2,506,295 $ 2,376,430
Loans payable (Notes 3) 18,062,123 16,975,000
Due to advisor (Note 2) 250,312 276,108
Security deposits 405,046 403,443
Other liabilities 97,651 96,321
TOTAL LIABILITIES 21,321,427 20,127,302
Income Shares ($.01 par value,$8.00 stated
value) 11,135,000 shares authorized,
issued and outstanding 89,080,000 89,080,000
Capital Shares ($.01 par value) 11,135,000
shares authorized, issued and outstanding 111,350 111,350
Paid-in-capital 12,879,052 12,879,052
Distributions in excess of
accumulated net income (47,918,390) (45,418,642)
Total Shareholders' Equity 54,152,012 56,651,760
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $75,473,439 $76,779,062
See Notes to Financial Statements.
<page 5>
PRUDENTIAL REALTY TRUST
STATEMENTS OF OPERATIONS
(going concern basis)
(Unaudited)
Six Months Nine Months Three Months
Ended Ended Ended
June 30, September 30, September 30,
1995 1994 1994
REVENUES
Property revenue $6,451,325 $ 8,467,791 $ 2,982,898
EXPENSES
Operating expenses 2,407,996 3,817,853 1,304,484
Depreciation and
amortization 2,115,784 2,771,524 984,983
Total expenses from
operations 4,523,780 6,589,377 2,289,467
Income from operations 1,927,545 1,878,414 693,431
Interest income 57,954 22,814 12,072
Interest expense 635,774 558,938 204,296
Portfolio management fee
and other expenses 1,879,673 1,107,368 360,698
Gain on sale of property 34,500 0 0
NET (LOSS) INCOME $ (495,448) $ 234,922 $ 140,509
NET (LOSS)
PER INCOME SHARE $ (0.04) $ 0.02 $ 0.01
Number of shares of each
class outstanding 11,135,000 11,135,000 11,135,000
See Notes to Financial Statements.
<page 6>
PRUDENTIAL REALTY TRUST
STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(going concern basis)
(Unaudited)
Six Months Nine Months
Ended Ended
June 30, September 30,
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $ (495,448) $ 234,922
Adjustments to reconcile net (loss)
income to net cash provided by
operating activities:
Depreciation and amortization 2,115,784 2,771,524
Net rental concessions earned (156,983) (182,161)
Changes in assets and liabilities:
(Increase) in accounts receivable,
prepaid expenses, and deferred
financing costs (271,693) (264,145)
(Decrease) increase in accounts
payable and accrued expenses, due
to advisor, security deposits
and other liabilities 107,003 194,226
Gain on sale of property (34,500) 0
Net cash provided by operating activities 1,264,163 2,754,366
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to real estate owned (356,378) (2,786,120)
Proceeds on sale of property 265,906 0
Net cash used in investing activities (90,472) (2,786,120)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment on credit agreement (16,001,877) (8,522,000)
Drawdown on credit agreement 17,089,000 11,297,000
Distributions to Income Shareholders (2,004,300) (1,670,250)
Net cash (used in) provided by
financing activities (917,177) 1,104,750
Net increase in cash and cash equivalents 256,514 1,072,996
Cash and Cash equivalents-Beginning of period 2,253,075 516,908
Cash and Cash equivalents-End of period $2,509,589 $1,589,904
Supplemental information:
Interest paid $ 583,348 $ 482,719
Taxes paid, state and local $ 75,000 $ 52,079
See Notes to Financial Statements
<page 7>
PRUDENTIAL REALTY TRUST
STATEMENT OF CHANGES IN NET ASSETS
(in process of liquidation)
Net assets - going concern basis - June 30, 1995 $54,152,012
Estimated gain on sale of Park 100 5,352,689
Estimated loss on sale of Huntington
Business Campus (2,612,924)
Estimated gain on sale of Maple Plaza 4,846,202
Adoption of liquidation basis of accounting (2,819,406)
Expected Trust net loss to expected date
of liquidation (686,000)
Net Assets - Liquidation basis - July 1, 1995 $58,232,573
Decrease in estimated gain on sale of Park 100 (98,173)
Decrease in estimated loss on sale of Huntington
Business Campus 586,838
Increase in estimated gain on sale of Maple Plaza 462,718
Provision for estimated Huntington Business
Campus fire costs (905,000)
Changes in expected Trust net loss to expected
date of liquidation (116,340)
Net assets in liquidation - September 30, 1995 $58,162,616
See Notes to Financial Statements.
<page 8>
PRUDENTIAL REALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 1995
NOTE 1 - SUMMARY TRUST DESCRIPTION AND BASIS OF FINANCIAL
STATEMENT PREPARATION
Prudential Realty Trust, a Massachusetts business trust (the
"Trust"), was formed pursuant to a Declaration of Trust dated
June 19, 1985 and amended August 20, 1985. Since its inception,
the Trust has qualified as a real estate investment trust in
accordance with the provisions of the Internal Revenue Code of
1986, as amended (the "Code"), and anticipates that it will
qualify as a real estate investment trust under the Code for the
period ended September 30, 1995.
On June 2, 1995, in furtherance of the Board of Trustee's (the
"Board") desire to comply with the longstanding policy and intent
of the Trust and in accordance with the Declaration of Trust (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 the Trusts' Park
100 property located in Indianapolis, Indiana. The resolutions,
among other things, authorize certain officers of the Trust 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 Trust entered into a Purchase and Sale Agreement dated June
7, 1995, with Security Capital Industrial Trust, a Maryland real
estate investment trust, for the sale of the Trust's Park 100
property. On August 23, 1995, the Trust completed the sale for a
sales price of $38.8 million, with net proceeds to the Trust of
$37.3 million.
<page 9>
PRUDENTIAL REALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 1995
Since the liquidation plan became effective July 1, 1995, the
accounting principles of the Trust changed to a liquidation basis
with the principal effect being that all assets are being carried
at net realizable value and liabilities have been stated at their
estimated settlement amounts. Net realizable value is generally
calculated as the sales price of the Trust assets less costs
associated with the closing, including selling commissions,
expenses and additional taxes related to the sale.
On July 7, 1995, the Trust entered into a Purchase and Sale
Agreement with Reckson FS Limited Partnership, a Delaware limited
partnership, for the sale of its Huntington Business Campus
property located in Melville, New York. On September 27, 1995,
the Trust completed the sale for a sales price of $11.4 million,
with net proceeds to the Trust of $11.1 million.
On August 11, 1995, the Trust entered into a Purchase and Sale
Agreement with Equitable Real Estate Investment Management, Inc.,
a Delaware corporation, for the sale of its Maple Plaza property
located in Parsippany, New Jersey. On November 6, 1995, the
Trust completed the sale for a sales price of $30 million, with
net proceeds to the Trust of $29.5 million.
The Trust had become aware that in years prior to 1993 it did not
follow a procedural requirement of the Code and regulations
thereunder regarding requesting and retaining certain information
from large shareholders. As a result, the status of the Trust as
a real estate investment trust in years prior to 1993 was
uncertain even though the Trust believed that the substantive
requirements of the Code were satisfied. The Prudential Realty
Advisors, Inc., (the "Advisor") had agreed to indemnity the Trust
against any resulting taxes and related costs Trust may have
incurred. As the statute of limitations expired on September 15,
1995, the Trust does not believe that there will be any adverse
effect on its results of operations or financial condition.
Since the Trust intends to distribute all of its net taxable
income to its shareholders, no provision has been made for
federal income taxes. The Trust pays applicable state and local
taxes.
<page 10>
PRUDENTIAL REALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 1995
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions for Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements.
In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included. Because the Trust has adopted
the liquidation basis of accounting on July 1, 1995, a balance
sheet, statement of operations, and statement of cash flows are
not provided for the period subsequent to June 30, 1995. For
further information, refer to the financial statements and notes
thereto included in the Trust's December 31, 1994, Annual Report
on Form 10-K.
NOTE 2 - RELATED PARTY TRANSACTIONS
Transactions between the Trust and its affiliates for the six
months ended June 30, 1995 and the nine months ended September
30, 1994 are summarized below.
Six Months Nine Months
Ended Ended
June 30, September 30,
1995 1994
Fees incurred for asset
management and other advisory
services, provided by the
advisor $ 498,100 $ 674,975
Fees incurred for property
management, construction
management and leasing
services, provided by PREMISYS
Real Estate Services, Inc. $ 280,957 $ 377,277
Rental revenue earned from space
leased to various affiliates of
the Advisor, excluding expense
recoveries $ 703,164 $1,016,643
<page 11>
PRUDENTIAL REALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 1995
Refer to Note 4, Litigation and Tender Offer, regarding a
reimbursement of settlement costs the Advisor has agreed to make
to the Trust.
NOTE 3 - REVOLVING CREDIT AGREEMENT
The Trust had a revolving Credit Agreement (the "Agreement") with
First Fidelity Bank, N.A. New Jersey. The loan was paid off on
August 24, 1995 with proceeds from the sale of Park 100.
NOTE 4 - LITIGATION AND TENDER OFFER
On April 5, 1995, Richard M. Osborne, a stockholder of the Trust,
commenced a lawsuit in the Massachusetts Probate Court against
the Trust and all Trustees, seeking to have the Trustees removed
for allegedly engaging in "a pattern of conduct" to waste the
Trust's assets by liquidating the Trust and paying high advisory
fees. On April 14, 1995, Mr. Osborne and another stockholder
filed another suit, in the Massachusetts Superior Court, making
virtually the same allegations of breach of fiduciary duty by the
Trustees and asking for treble damages. On May 30, 1995, The
Trust responded to both actions by answering the complaint and
filing counterclaims.
On May 17, 1995, Black Bear Realty, Ltd., a newly-formed Ohio
limited liability company, of which Richard M. Osborne is the
sole managing member, commenced a tender offer 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. The
tender offer was originally scheduled to expire on June 14, 1995,
but was ultimately extended to July 17, 1995.
<page 12>
PRUDENTIAL REALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 1995
On July 17, 1995, the Trust, the Advisor, and the Trustees
entered into a Settlement and Standstill Agreement with Mr.
Osborne, Black Bear Realty, Ltd., and Turkey Vulture Fund XIII,
Ltd., an Ohio limited liability company of which Osborne is the
sole managing member (the "Fund"). Pursuant to the Settlement
Agreement, the parties agreed, among other things, to execute a
stipulation of dismissal with prejudice of all claims,
counterclaims and/or third party claims that were asserted by the
parties and a joint motion for dismissal in the Probate Action
and the Superior Court Action. Each of Mr. Osborne and the Fund
agreed to withdraw their request for a special meeting of the
shareholders of the Trust to be called to consider certain
matters relating to the liquidation of the Trust and Black Bear
Realty, Ltd. agreed not to extend the expiration date of the
Offer beyond the then current expiration date of July 17, 1995.
In consideration of the foregoing, the Trust agreed to pay Mr.
Osborne an aggregate amount of $550,000. The Trust paid $550,000
to Mr. Osborne on July 19, 1995. The Advisor agreed to partially
reimburse the Trust for settlement costs that were paid to Mr.
Osborne or his affiliates pursuant to the Settlement Agreement.
The amount of the reimbursement from the Advisor will not exceed
$150,000 and will be paid only to the extent that the settlement
costs pursuant to the Settlement Agreement exceed $400,000 net of
any reimbursement received from the Trust's Directors and
Officers liability insurance carrier.
Also, in connection with the dismissal of the Osborne litigation,
the Trust has agreed to pay the legal fees and expenses of the
intervenor's counsel in the amount of $80,000.
Other significant costs are $611,622 in legal costs related to
the litigation and tender offer, and the liquidation of the
Trust; $102,540 in investment banking fees related to the J.P.
Morgan engagement, and $75,000 in information agent and mailing
costs.
<page 13>
PRUDENTIAL REALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 1995
NOTE 5 - EVENTS SUBSEQUENT TO SEPTEMBER 30, 1995
On November 6, 1995, the Trust completed the sale of its Maple
Plaza properties for a sales price of $30 million, with net
proceeds to the Trust of $29.5 million.
As the Trust completed the sale of all its real estate assets,
and in accordance with its plan of liquidation, the Trust will be
terminated on December 1, 1995. The share transfer books of the
Trust will be closed on November 16, 1995 and there will be no
further trading in Income Shares after that date. Trading in the
Capital Shares was suspended by the New York Stock Exchange on
November 7, 1995. Upon the termination of the Trust, the Trust
will file a Form 15 with the Securities and Exchange Commission
to terminate its reporting obligations under the Securities
Exchange Act of 1934.
The Trust also announced that a distribution in the amount of
$5.30 per Income Share will be made on December 1, 1995 to Income
Shareholders of record on November 16, 1995. No distribution
will be made to Capital Shareholders.
The remaining assets and liabilities of the Trust will be
transferred on December 1, 1995 to a liquidating trust. The
Income Shareholders as of November 16, 1995 will be holders of
beneficial interests in the liquidating trust in proportion to
their former interests as Income Shareholders. Beneficial
Interests in the liquidating trust will not be transferable,
except upon death by will or intestate succession or by operation
of law.
<page 14>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
(a) Liquidity and Capital Resources
On June 2, 1995, in furtherance of the Board's desire to comply
with the longstanding 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
the Trust's Park 100 property located in Indianapolis, Indiana.
(On August 3, 1995, this resolution was amended so that the
liquidation plan becomes effective immediately prior to the sale
of the Trust's Park 100, Huntington Business Campus, or Maple
Plaza properties, whichever occurs first. The resolutions, among
other things, authorize certain officers of the Trust 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 Trust entered into a Purchase and Sale Agreement dated June
7, 1995, with Security Capital Industrial Trust, a Maryland real
estate investment trust, for the sale of the Trust's Park 100
property. On August 23, 1995, the Trust completed the sale for a
sales price of $38.8 million, with net proceeds to the Trust of
$37.3 million.
On July 7, 1995, the Trust entered into a Purchase and Sale
Agreement with Reckson FS Limited Partnership, a Delaware limited
partnership, for the sale of its Huntington Business Campus
property located in Melville, New York. On September 27, 1995,
the Trust completed the sale for a sales price of $11.4 million,
with net proceeds to the Trust of $11.1 million.
<page 15>
On July 25, 1995, there was a fire at the Trust's Huntington
Business Campus property, which was contained almost immediately.
The total cost of the fire damage as of November 14, 1995 was
approximately $960,000. A claim has been submitted to the Trust's
insurance carrier and management believes that a significant portion
of the cost will be reimbursed. However, no reimbursement has been
included in net assets in process of liquidation at September 30, 1995.
On August 11, 1995, the Trust entered into a Purchase and Sale
Agreement with Equitable Real Estate Investment Management, Inc.,
a Delaware corporation, for the sale of its Maple Plaza property
located in Parsippany, New Jersey. On November 6, 1995, the
Trust completed the sale for a sales price of $30 million, with
net proceeds to the Trust of $29.5 million.
The Trust's cash and cash equivalents totalled $30,559,531 at
September 30, 1995, an increase of $28,306,456 over the December
31, 1994 balance of $2,253,075. The increase in cash is
primarily due to $48.4 million in proceeds from the sale of two
of the Trust's properties, offset by the retirement on August 24,
1995 of the Trust's line of credit of $18.2 million.
Capital expenditures for the nine months ended September 30,
1995, totalled $463,184.
For the nine months ended September 30, 1995, the Trust paid cash
dividends totalling $3,006,450 ($0.27 per income share). This
amount represents distributable cash generated from fourth
quarter 1994 and first and second quarter 1995 operations. This
is an 80% increase compared to dividends of $1,670,250 ($0.15 per
income share) paid during the first nine months of 1994. This
was primarily due to higher occupancy at the Trust's properties
for the nine months ended September 30, 1995 versus 1994.
On November 6, 1995, the Trust completed the sale of its Maple
Plaza properties for a sales price of $30 million, with net
proceeds to the Trust of $29.5 million.
<page 16>
As the Trust completed the sale of all its real estate assets,
and in accordance with its plan of liquidation, the Trust will be
terminated on December 1, 1995. The share transfer books of the
Trust will be closed on November 16, 1995 and there will be no
further trading in Income Shares after that date. Trading in the
Capital Shares was suspended by the New York Stock Exchange on
November 7, 1995. Upon the termination of the Trust, the Trust
will file a Form 15 with the Securities and Exchange Commission
to terminate its reporting obligations under the Securities
Exchange Act of 1934.
The trust also announced that a distribution in the amount of
$5.30 per Income Share will be made on December 1, 1995 to Income
Shareholders of record on November 16, 1995. No distribution
will be made to Capital Shareholders.
The remaining assets and liabilities of the Trust will be
transferred on December 1, 1995 to a liquidating trust. The
Income Shareholders as of November 16, 1995 will be holders of
beneficial interests in the liquidating trust in proportion to
their former interests as Income Shareholders. Beneficial
Interests in the liquidating trust will not be transferable,
except upon death by will or intestate succession or by operation
of law.
(b) Results of Operations
As a result of the Trust adopting liquidation accounting in
accordance with generally accepted accounting principles as of
July 1, 1995 and thus not reporting results of operations
thereafter, there is no management discussion comparing the
corresponding 1995 and 1994 periods.
<page 17>
PART II
Item 1. Legal Proceedings
On April 5, 1995, Richard M. Osborne, a stockholder of the Trust,
commenced a lawsuit in the Massachusetts Probate Court against
the Trust and all Trustees, seeking to have the Trustees removed
for allegedly engaging in "a pattern of conduct" to waste the
Trust's assets by liquidating the Trust and paying high advisory
fees. On April 14, 1995, Mr. Osborne and another stockholder
filed another suit, in the Massachusetts Superior Court, making
virtually the same allegations of breach of fiduciary duty by the
Trustees and asking for treble damages. On May 30, 1995, the
Trust responded to both actions by answering the complaint and
filing counterclaims.
On July 17, 1995, the Trust, the Advisor, and the Trustees
entered into a Settlement and Standstill Agreement with Mr.
Osborne, Black Bear Realty, Ltd., and Turkey Vulture Fund XIII,
Ltd., an Ohio limited liability company of which Osborne is the
sole managing member (the "Fund"). Pursuant to the Settlement
Agreement, the parties agreed, among other things, to execute a
stipulation of dismissal with prejudice of all claims,
counterclaims, and/or third party claims that were asserted by
the parties and a joint motion for dismissal in the Probate
Action and the Superior Court Action. Each of Mr. Osborne and
the Fund agreed to withdraw their request for a special meeting
of the shareholders of the Trust to be called to consider certain
matters relating to the liquidation of the Trust and Black Bear
Realty, Ltd. agreed not to extend the expiration date of the
Offer beyond the then current expiration date of July 17, 1995.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
<page 18>
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
Reporting Date: August 4, 1995. Item Reported: Item 5, Other
Events. The Trust reported that on July 17, 1995, the Trust, The
Prudential Realty Advisors, Inc. and the trustees of the Trust,
entered into a Settlement and Standstill Agreement with Richard
M. Osborne, Turkey Vulture Fund XIII, Ltd., and Black Bear
Realty, Ltd. In addition, the Trust reported second quarter 1995
dividend and earnings.
Reporting Date: September 7, 1995. Items Reported: Item 2,
Acquisition or Dispostion of Assets and Item 5, Other Events.
The Trust reported that on August 23, 1995, the Trust completed
the sale of its Park 100 properties for a sales price of $38.8
million, with net proceeds of $37.3 million. The Trust also
reported that it entered into an Amended and Restated Purchase
and Sale Agreement, dated August 23, 1995, with Reckson Operating
Partnership, L.P. for the sale of the Trust's Huntington Business
Campus properties located in Melville, Long Island, New York.
Reporting Date: October 27, 1995. Items Reported: Item 2,
Acquisition or Disposition of Assets and Item 5, Other Events.
The Trust reported that on September 27, 1995, the Trust
completed the sale of its Huntington Business Camous I & II
properties for a sales price of $11.4 million, with net proceeds
of $11.1 million. The Trust also reported that Thomas F. Murray,
an unaffiliated Trustee of the Trust, passed away on October 10,
1995.
Reporting Date: November 8, 1995. Item Reported: Item 5, Other
Events. The Trust announced that it completed the sale of its
Maple Plaza properties for a sales price of $30 million, with net
proceeds to the Trust of $29.5 million.
<page 19>
As the Trust completed the sale of all its real estate assets,
and in accordance with its plan of liquidation, the Trust will be
terminated on December 1, 1995. The share transfer books of the
Trust will be closed on November 16, 1995 and there will be no
further trading in Income Shares after that date. Trading in the
Capital Shares was suspended by the New York Stock Exchange on
November 7, 1995.
The Trust also announced that a distribution in the amount of
$5.30 per Income Share will be made on December 1, 1995 to Income
Shareholders of record on November 16, 1995. No distribution
will be made to Capital Shareholders.
The remaining assets and liabilities of the Trust will be
transferred on December 1, 1995 to a liquidating Trust. The
Income Shareholders as of November 16, 1995 will be holders of
beneficial interests in the liquidating trust in proportion to
their former interests as Income Shareholders. Beneficial
Interests in the liquidating trust will not be transeferable,
except upon death by will or intestate succession or by operation
of law.
<page 20>
S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Prudential Realty Trust
Registrant
Date: November 14, 1995 By: /s/ James W. McCarthy
James W. McCarthy
Vice President,
Comptroller and
Principal Accounting
Officer
