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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Pennsylvania Real Estate Investment Trust
- - -------------------------------------------------------------------------------
(Name of Issuer)
Shares of Beneficial Interest, par value $1.00 per Share
- - -------------------------------------------------------------------------------
(Title of Class of Securities)
709102 10 7
---------------------------
(CUSIP Number)
Robert D. Denious, Esquire, Drinker Biddle & Reath
1100 P.N.B. Building, 1345 Chestnut Street, Philadelphia, PA 19107-3496
(215) 988-2629
- - -------------------------------------------------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
October 16, 1995
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 709102 10 7 Page 2 of 6 Pages
------------- --- ---
SCHEDULE 13D
- - --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sylvan M. Cohen
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
BK, PF
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
______________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 368,087
SHARES
BENEFICIALLY ______________________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH 297,508
REPORTING ______________________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 368,087
______________________________________________________________
10 SHARED DISPOSITIVE POWER
297,508
______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
665,595
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 3 of 6 Pages
This statement amends, restates and supplements the statement on
Schedule 13D filed with the Securities and Exchange Commission by Sylvan M.
Cohen with respect to beneficial ownership of Shares of Beneficial Interest, par
value of $1.00 per Share (the "Shares"), of Pennsylvania Real Estate Investment
Trust, an unincorporated association in business trust form (the "Issuer"). For
purposes of this statement, the term "subject Shares" refers to the Shares of
the Issuer reported herein as being beneficially owned by Mr. Cohen other than
such Shares that are beneficially owned by virtue of Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934. See Items 4 and 5.
Item 1. Security and Issuer.
This statement relates to certain Shares of the Issuer, the principal
executive offices of which are located at 455 Pennsylvania Avenue, Suite 135,
Fort Washington, Pennsylvania 19034.
Item 2. Identity and Background.
This statement is filed by and on behalf of Mr. Cohen, a natural person
and citizen of the United States of America.
Mr. Cohen is Chairman of the Board of Trustees and Chief Executive
Officer of the Issuer. Mr. Cohen's business address is 1100 P.N.B. Building,
1345 Chestnut Street, Philadelphia, Pennsylvania 19107-3496. The Issuer's
principal business is the acquisition, financing, leasing and management of
apartment properties and shopping centers. In addition, Mr. Cohen, formerly a
partner in the Philadelphia law firm of Cohen, Shapiro, Polisher, Shiekman and
Cohen, serves Of Counsel to the Philadelphia law firm of Drinker Biddle & Reath,
whose address is 1100 P.N.B. Building, 1345 Chestnut Street, Philadelphia,
Pennsylvania 19107-3496.
During the last five years, Mr. Cohen has not (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As previously reported, Mr. Cohen acquired the subject Shares that he
owns directly with personal funds and, in certain cases, with unsecured
borrowings from the former First Pennsylvania Bank, N.A., Philadelphia,
Pennsylvania (currently, CoreStates Bank, N.A.).
<PAGE>
Page 4 of 6 Pages
Item 4. Purpose of Transaction.
The subject Shares were acquired for investment purposes. Mr. Cohen may
dispose of the subject Shares from time to time in the open market, in privately
negotiated transactions or otherwise, subject to market conditions and other
factors. Mr. Cohen may also acquire additional Shares in the open market, in
privately negotiated transactions or otherwise, subject to market conditions and
other factors.
Except as set forth above in this Item 4, Mr. Cohen has no plan or
proposal that relates to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date on which this statement is executed, Mr. Cohen
beneficially owns 665,595 Shares of the Issuer, constituting 7.7% of the
Issuer's issued and outstanding Shares, based upon an aggregate of 8,676,098
Shares of the Issuer issued and outstanding (as set forth in the Issuer's 10-Q
as filed with the Securities and Exchange Commission on January 16, 1996). Of
the 665,595 Shares beneficially owned, 651,350 represent Shares currently issued
and outstanding and 14,245 represent Shares with respect to which there is a
right of acquisition within 60 days within the meaning of Rule 13d-3(d)(1) under
the Securities Exchange Act of 1934.
(b) The 665,595 Shares beneficially owned by Mr. Cohen includes:
(i) 353,842 Shares owned by Mr. Cohen directly;
(ii) 14,245 Shares subject to options that are currently exercisable
at various exercise prices (collectively, the "Options");
(iii) 43,815 Shares owned by a charitable remainder unitrust (the
"Unitrust") of which Mr. Cohen and his spouse are life beneficiaries,
with various charities being the residuary beneficiaries, and of which
Mr. Cohen is one of three co-trustees;
(iv) 186,558 Shares owned by Mr. Cohen's spouse;
(v) 29,827 Shares held by a residuary trust (the "Residuary Trust")
of which Mr. Cohen is a trustee;
<PAGE>
Page 5 of 6 Pages
(vi) 252 Shares held by a corporation (the "Corporation") of which
Mr. Cohen owns 50% of the outstanding capital stock; and
(vii) 37,056 Shares held in trust for the benefit of Mr. and Mrs.
Cohen's two sons (the "Children's Trust"), both of whom have reached
their age of majority and do not live in the same home with Mr. Cohen,
and of which Mrs. Cohen is a co-trustee.
Mr. Cohen has sole investment and voting power over the Shares referred
to in subparagraphs (i) and (ii) above. Mr. Cohen shares investment and voting
power over the Shares owned by the Unitrust, the Residuary Trust and the
Corporation.
Mr. Cohen disclaims beneficial ownership over the Shares owned directly
by his wife, the Residuary Trust and the Children's Trust.
(c) During the past 60 days, Mr. Cohen effected no transaction in the
Shares.
(d) Other than as disclosed under Item 5(b), no other person has a
right to receive or the power to direct receipt of dividends from, or proceeds
from the sale of the securities described in, this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material To Be Filed as Exhibits.
Not applicable.
<PAGE>
Page 6 of 6 Pages
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.
Date: January 30, 1996 /s/ Sylvan M. Cohen
--------------------
Sylvan M. Cohen
