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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. 6)*
Pennsylvania Real Estate Investment Trust
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(Name of Issuer)
Shares of Beneficial Interest, par value $1.00 per Share
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(Title of Class of Securities)
709102 10 7
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(CUSIP Number)
Henry S. Bryans, Esquire, Drinker Biddle & Reath LLP
1100 P.N. Building, 1345 Chestnut Street, Philadelphia, PA 19107-3496
(215) 988-2823
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 30, 1997
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(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).
<PAGE>
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CUSIP No. 709102 10 7 SCHEDULE 13D
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sylvan M. Cohen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF | 7 | SOLE VOTING POWER 354,610
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER 295,681
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER 354,610
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER 295,681
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,291
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
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14 TYPE OF REPORTING PERSON*
IN
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*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>
This statement amends Items 4, 5, 6, and 7 of 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"),
which statement was last amended by Amendment No. 5, which amended, supplemented
and restated in its entirety Mr. Cohen's prior filings. 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 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 and in Item 6, 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 650,291 Shares of the Issuer, constituting 7.5% of the
Issuer's issued and outstanding Shares, based upon an aggregate of 8,679,598
Shares of the Issuer issued and outstanding. Of the 650,291 Shares beneficially
owned, 621,523 represent Shares currently issued and outstanding and 28,768
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 650,291 Shares beneficially owned by Mr. Cohen
includes:
(i) 325,842 Shares owned by Mr. Cohen directly;
(ii) 28,768 Shares subject to options that are currently
exercisable at various exercise prices (collectively, the "Options");
<PAGE>
(iii) 71,815 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) 252 Shares held by a corporation (the "Corporation")
of which Mr. Cohen owns 50% of the outstanding capital stock; and
(vi) 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 and the Corporation.
Mr. Cohen disclaims beneficial ownership over the Shares owned
directly by his wife 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.
On July 30, 1997, the Issuer and the Operating Partnership
(defined below) executed and delivered a series of related agreements pursuant
to which, inter alia, the Issuer will transfer its assets to an operating
partnership (the "Operating Partnership"), the Operating Partnership will
acquire all of the non-voting common shares of The Rubin Organization, Inc.
("TRO"), representing 95% of the total equity of TRO, and the interest of
certain affiliates of TRO in, or their right or obligation to acquire interests
in, a number of shopping centers, or portions of shopping centers, in existence,
under construction, or in the pre-development stage, Mr. Ronald Rubin will
become Chief
<PAGE>
Executive Officer of the Issuer, Mr. Rubin and two other designees of TRO will
become Trustees of the Issuer, other members of TRO management will become
executive officers of the Trust or TRO following completion of the transaction,
and Mr. Cohen and certain other members of the Trust's existing senior
management will continue as members of the new management group. The foregoing
transactions are collectively referred to as the "TRO Transaction." The Issuer's
obligations to complete the TRO Transaction are subject to the approval of the
TRO Transaction by the Shareholders of the Issuer.
Also on July 30, 1997, Mr. Cohen entered into a Voting
Agreement with TRO, dated as of July 30, 1997, pursuant to which he agreed to
vote the Shares over which he had exclusive voting control (325,842) at the
Special Meeting of Shareholders to be called to vote on the TRO Transaction
(currently scheduled for September 29, 1997) in favor of approval of the TRO
Transaction and in favor of the other three matters scheduled by management of
the Issuer to be voted upon by the Shareholders at the Special Meeting. The
other three matters are (i) amendments to the Issuer's Trust Agreement, (ii)
amendments to the Issuer's 1990 Incentive and Non-Qualified Stock Option Plan,
and (iii) the Issuer's 1997 Stock Option Plan. A copy of the Voting Agreement is
annexed hereto as Exhibit 1.
Item 7. Material To Be Filed as Exhibits.
Voting Agreement, dated as of July 30, 1997, between Mr. Cohen
and The Rubin Organization, Inc.
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: August 19, 1997 __________________________
Sylvan M. Cohen
<PAGE>
Exhibits to
Amendment No. 6 to
Schedule 13D
of
Sylvan M. Cohen
Designation Description Page
- ----------- ----------- ----
Exhibit 1 Voting Agreement, dated 7 of 8
as of July 30, 1997,
between The Rubin
Organization, Inc. and
Sylvan M. Cohen
<PAGE>
VOTING AGREEMENT
This VOTING AGREEMENT is made as of the 30th day of July, 1997
by and between THE RUBIN ORGANIZATION, a Pennsylvania corporation ("TRO"), and
Sylvan M. Cohen ("Mr. Cohen"), a holder of shares of beneficial interest, par
value $1.00 per share ("Shares"), of Pennsylvania Real Estate Investment Trust,
an unincorporated association in business trust form created under Pennsylvania
law pursuant to a Trust Agreement dated December 27, 1960, as last amended and
restated on December 16, 1987 ("PREIT").
Background
Mr. Cohen is an officer, employee, trustee and shareholder of
PREIT.
PREIT is executing and delivering on the date hereof the TRO
Contribution Agreement dated as of the date hereof (the "TRO Contribution
Agreement") among PREIT, TRO, The Rubin Organization-Illinois, Inc., PREIT
Associates, L.P. and certain shareholders and affiliates of TRO.
It is a condition to closing under the TRO Contribution
Agreement that the shareholders of PREIT approve the TRO Contribution Agreement
and the transactions contemplated thereby. Subject to the satisfaction of
certain conditions, PREIT intends to convene and hold the PREIT Shareholders'
Meeting (as defined in the TRO Contribution Agreement) and to seek such approval
from its shareholders.
It is a condition to the execution and delivery of the TRO
Contribution Agreement by TRO and its shareholders and affiliates that Mr. Cohen
enter into this Agreement.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
Section 1. Voting. At the PREIT Shareholders' Meeting, subject
to any fiduciary obligations he may have as a trustee of trusts holding Shares
of the PREIT, Mr. Cohen will vote, or cause to be voted, in favor of all matters
set forth in PREIT's Notice of Meeting for the Shareholders' Meeting all Shares
that Mr. Cohen beneficially owns (as hereafter defined) as of the record date
for such meeting. For purposes of this Agreement, Mr. Cohen shall be deemed to
beneficially own all Shares that Mr. Cohen beneficially owns within the meaning
of Rule 13d-3 under the Securities Exchange Act of 1934 as the result of his
sole voting power with respect thereto.
Section 2. Governing Law. This Agreement is made pursuant
<PAGE>
to, and shall be construed and enforced in accordance with, the internal laws of
the Commonwealth of Pennsylvania, without giving effect to otherwise applicable
principles of conflicts of law.
Section 3. Entire Agreement/Amendment. This Agreement
constitutes the entire agreement between the parties hereto with respect to the
matters contemplated herein and supersedes all prior agreements and
understandings with respect thereto. Any amendment, modification, or waiver of
this Agreement shall not be effective unless in writing.
IN WITNESS WHEREOF, each of the parties hereto has executed
this Agreement, all as of the date first written above.
THE RUBIN ORGANIZATION, INC.
By: /s/ Ronald Rubin
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Name: Ronald Rubin
Title: Chairman and Chief Executive
Officer
/s/ Sylvan M. Cohen
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Sylvan M. Cohen
