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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. 7)*
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
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(Name of Issuer)
SHARES OF BENEFICIAL INTEREST, PAR VALUE $1 PER SHARE
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(Title of Class of Securities)
709102-10-7
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(CUSIP Number)
With Copies to:
Robert D. Denious
Drinker Biddle & Reath LLP
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107
(215) 988-2700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 23, 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 [ ].
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.
Page 1 of 4 Pages
* 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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SCHEDULE 13D
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CUSIP No. 709102-10-7 Page 2 of 4 Pages
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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*
Not Applicable
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 338,132
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 326,681
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 338,132
|_____|_________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 326,681
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
664,813
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5%
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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.
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Page 3 of 4 Pages
This statement amends and supplements the statement on
Schedule 13D (the "13D") filed with the Securities and Exchange Commission (the
"SEC") by Sylvan M. Cohen, with respect to Mr. Cohen's ownership of Shares of
Beneficial Interest, par value $1 per share (the "Shares"), in Pennsylvania Real
Estate Investment Trust, a Pennsylvania business trust (the "Issuer"). The 13D
was last amended by Amendment No. 6, filed with the SEC on August 19, 1997.
Item 5. Interest in Securities of the Issuer.
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(a) As of the date of this statement, Mr. Cohen beneficially
owns 664,813 Shares, constituting 4.98% of the Issuer's issued and outstanding
Shares (calculated in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934). Of the 664,813 Shares beneficially owned, 621,523 represent Shares
currently issued and outstanding and 43,290 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 664,813 Shares beneficially owned by Mr. Cohen
include:
(i) 294,842 Shares owned by Mr. Cohen directly;
(ii) 43,290 Shares subject to options that are
currently exercisable at various exercise prices (collectively, the "Options");
(iii) 102,815 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.
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Page 4 of 4 Pages
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) On December 23, 1997, the Issuer, in a public offering
registered with the SEC, issued 4,600,000 Shares (including an option to
purchase 600,000 Shares granted to the underwriters to cover over-allotments).
Effective upon such date Mr. Cohen ceased to be the beneficial owner of more
than five percent of the outstanding Shares.
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.
/s/ Sylvan M. Cohen
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May 5, 1998 Sylvan M. Cohen
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May 5, 1998
VIA EDGAR
Filing Desk
U.S. Securities and Exchange Commission
Washington, D.C.
Re: Sylvan M. Cohen
Dear Sir/Madam:
Enclosed for filing is Amendment No. 7 to a Schedule 13D to be filed on
behalf of Sylvan M. Cohen, regarding Mr. Cohen's ownership of Shares of
Beneficial Interest in Pennsylvania Real Estate Investment Trust (CUSIP No.
709102-10-7).
Please contact me at (215) 988-2839 if you have any questions.
Sincerely,
/s/ Kieran G. Brown
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Kieran G. Brown
Enclosure
