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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 28, 2000
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Pennsylvania Real Estate Investment Trust
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(Exact Name of Registrant as Specified in Charter)
Pennsylvania 1-6300 23-6216339
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
The Bellevue, 200 S. Broad Street, Philadelphia, Pennsylvania 19102
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 875-0700
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
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On February 28, 2000, a partnership (the "Partnership")
between Pennsylvania Real Estate Investment Trust (together with its subsidiary
and affiliated entities, "PREIT") and Pennsylvania State Employee Retirement
System ("PaSERS") acquired Willow Grove Park Mall (the "Mall") for $140 million.
The Mall is a 981,000 square foot enclosed regional shopping center located in
Willow Grove, Pennsylvania.
Under a development agreement and ground lease between PREIT
and the Partnership, PREIT agreed, among other things, to oversee construction
of a parking garage and site improvements to certain land surrounding the Mall
to accommodate a Macy's department store (the "Project"). Macy's has signed a
letter of intent confirming its interest in becoming the fourth anchor tenant of
the Mall. Under a subscription agreement between PREIT and the Partnership,
PREIT may increase its current 0.01% limited partner interest in the Partnership
to 50% and become managing general partner of the Partnership in either of the
following ways:
1) PREIT may contribute to the Partnership the completed
Project and deliver a signed lease to the Partnership
obligating Macy's to construct a department store on
the improved site. PREIT would be required to incur
100% of the Project costs up to $15 million and 30%
of the Project costs, if any, over $15 million up to
a maximum obligation of $16.5 million. PREIT would
also be obligated to contribute to the Partnership in
cash the amount, if any, by which the completed
Project costs are less than $15 million. As
collateral securing completion of the Project, PREIT
has pledged to the Partnership a $5 million letter of
credit (the "Collateral"), which reduces to $500,000
upon PREIT's expenditure of $5 million of Project
costs and incrementally thereafter based on the
amount of remaining budgeted capital expenditures for
the Project; or
2) PREIT may forego completion of the Project and
instead contribute to the Partnership the uncompleted
improvements, if any, the Collateral and cash in the
amount by which the foregoing items are less than $15
million. In this case, PREIT's total contribution
would equal $15 million.
If PREIT does not make either of the contributions to the
Partnership set forth above, PREIT will forfeit the remaining Collateral to the
Partnership and become obligated to transfer ownership of the uncompleted
improvements, if any, to the Partnership. PREIT would not be entitled to
increase its interest in the Partnership beyond its initial 0.01% interest and
the cost of the uncompleted improvements plus the amount of the Collateral would
be treated as a subordinated 9% loan from PREIT to the Partnership. The
principal amount of the loan would be reduced if and to the extent the
Partnership incurs expenses in excess of the amount budgeted to complete the
Project.
The contribution that PREIT is required to make to the
Partnership for a 50% interest would represent 30% of the capital of the
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Partnership. Accordingly, PaSERS will be entitled to a preferred return on the
Partnership's cash flow and capital proceeds. Further, if PREIT increases its
partnership interest to 50%, PREIT will have an option to acquire PaSERS'
interest in the Partnership at a cash price designed to assure PaSERS a
specified return on its investment in the Partnership. The option is exercisable
two years after Macy's commences operations at the Mall or, alternatively,
during the fifth year after the acquisition of the Mall by the Partnership. If
PREIT does not elect to acquire PaSERS' interest, PaSERS will have an option to
exchange its interest in the Mall for PREIT's interest in Paxton Towne Center
Phase I, a shopping center located in Harrisburg, Pennsylvania.
Under the development agreement, PREIT will receive a
development fee of 3% of the Project costs. PREIT is eligible to receive an
additional $200,000 fee for delivering the signed Macy's lease to the
Partnership, payable in two equal installments with one installment due at lease
signing and the other due when Macy's occupies the completed store.
PREIT will receive compensation under a management and leasing
agreement consisting of a percentage of Mall revenues for management services, a
leasing commission for new and renewal tenants and a percentage of expenditures
in connection with a planned $7 million renovation of the Mall for its oversight
responsibilities.
The $140 million purchase price for the Mall was funded in
part by an 8.39% six year loan in a principal amount of $100 million (the
"Loan") from The Equitable Life Assurance Society of the United States and
Connecticut General Life Insurance Company (collectively, the "Lenders"). The
Loan will amortize on a 30-year pay-down schedule beginning in the fourth year.
The Loan provides for advances of up to an additional $10 million upon the
satisfaction of certain conditions. The Collateral securing PREIT's obligations
under the development agreement also serves as security for the Loan. PREIT has
agreed to indemnify the Lenders with respect to loss or liability suffered by
reason of various non-recourse "carve-out" provisions of the documents
evidencing and securing the Loan, including, without limitation, misapplication
of insurance proceeds, condemnation awards or security deposits, waste and
incomplete or mis-addressed tenant estoppel certificates. The indemnity is
limited to $6.5 million plus legal fees and interest, except (1) for
misapplication of insurance proceeds or condemnation awards, and (2) following
the admission of PREIT to the Partnership as the managing general partner. The
Partnership agreed, subject to specified conditions, to reimburse and/or
indemnify PREIT for any loss suffered by PREIT under PREIT's indemnity
obligations referred to above.
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Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Date: February 29, 2000 By: /s/ Jonathan B. Weller
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Jonathan B. Weller
President and Chief Operating Officer
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