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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
AMENDMENT NO. 1 (FINAL AMENDMENT)
G & L REALTY CORP.
(Name of Issuer)
G & L REALTY CORP.
(Name of Person(s) Filing Statement)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
361271109
(CUSIP number of class of securities)
George I. Nagler
Vice President, General Counsel and Secretary
G & L Realty Corp.
439 N. Bedford Drive
Beverly Hills, CA 90210
(310) 273-9930
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
COPY TO:
Frederick B. McLane, Esq.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071
(213) 430-6000
October 1, 1999
(Date tender offer first published, sent or given to security holders)
CALCULATION OF FILING FEE
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Transaction valuation: $10,500,000* Amount of filing fee: $2,100
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[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $2,100 Filing Party: G & L Realty Corp.
Form or Registration No.: Schedule 13E-4 Date Filed: October 1, 1999
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*Calculated solely for purposes of determining the filing fee in accordance with
Section 13(e)(3) of the Securities Exchange Act of 1934 and Rule 0-11
thereunder. Based upon the purchase of 1,000,000 shares of Common Stock at the
offer price of $10.50 per share.
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G & L Realty Corp., a Maryland corporation (the "Company"), hereby amends
its Issuer Tender Offer Statement on Schedule 13E-4 (the "Schedule 13E-4") filed
with the Securities and Exchange Commission on October 1, 1999, with respect to
its offer to purchase for cash up to 1,000,000 shares of its common stock, $0.01
par value per share (the "Shares"), at a price of $10.50 per Share, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
October 1, 1999, and the related Letter of Transmittal (which together
constitute the "Offer"). Capitalized terms used in this Amendment No. 1 without
definition have the meanings assigned to them by the Schedule 13E-4.
ITEM 8. ADDITIONAL INFORMATION.
The response to Item 8(e) of the Schedule 13E-4 is hereby supplemented
and amended as follows:
At 11:59 P.M., New York City time, on October 29, 1999, the Offer
expired in accordance with its terms. In accordance with the Offer, the Company
accepted for purchase 1,000,000 Shares, which were all Shares validly tendered
and not withdrawn. A total of 2,047,756 shares were validly tendered and not
withdrawn including 5,339 odd lot Shares. There will be a proration of the
Shares tendered with the result that the Company will purchase approximately
48.7% of the Shares tendered.
Copies of the Company's news release dated November 1, 1999 announcing
the preliminary results of the Offer, and its news release dated November 4,
1999 announcing the final results of the Offer are attached hereto as Exhibits
(a)(9) and (a)(10), respectively, and are incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 9 of the Schedule 13E-4 is hereby supplemented and
amended by the addition of the following thereto:
(a)(9) News Release issued by the Company on November 1, 1999.
(a)(10) News Release issued by the Company on November 4, 1999.
1
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SIGNATURE
After due 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.
G & L REALTY CORP.
By: /s/ David E. Hamer
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Name: David E. Hamer
Title: Controller and Chief Accounting Officer
November 5, 1999
2
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EXHIBIT INDEX
Exhibit
Number Description
(a)(9) News Release issued by the Company on November 1, 1999.
(a)(10) News Release issued by the Company on November 4, 1999.
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EXHIBIT 99.(A)(9)
[LOGO OF G&L REALTY CORP.]
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NEWS
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RELEASE: CONTACT:
Immediate Michael Gordon 310-273-9930
E-mail: [email protected]
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G&L REALTY CORP. ANNOUNCES RESULTS OF TENDER OFFER
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FOR SHARES OF ITS COMMON STOCK
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BEVERLY HILLS, CA, November 1, 1999 - G&L Realty Corp. (NYSE:GLR) today
announced the results of its tender offer to purchase up to 1,000,000 shares of
its outstanding common stock, at $10.50 per share. A preliminary count by
ChaseMellon Shareholder Services, L.L.C., the depositary for the offer, shows
2,073,381 shares of common stock have been validly tendered and not withdrawn,
including 60,345 shares tendered subject to notice of guaranteed delivery. The
preliminary count requires a proration of approximately 48.23% of the shares
tendered.
The tender offer expired at 11:59 p.m. New York City time on Friday, October
29, 1999. The tender offer has not been extended.
The determination of the actual number of shares to be purchased and the
final proration factor are subject to final confirmation and the proper delivery
of all shares tendered and not withdrawn, including shares tendered pursuant to
the guaranteed delivery procedure. The company intends to announce the final
results of the tender offer as soon as possible following the calculation of the
final proration factor.
G&L currently has a stock repurchase plan in place. Immediately following
the expiration of the 10 business day waiting period mandated by federal
securities laws, the company intends to resume its repurchase program.
Founded in 1976, G&L Realty Corporation is a growth-oriented health care real
estate investment trust with two major areas of operation: the Medical Office
Building Division, which owns, develops and manages high-quality, strategically
located properties, primarily in Southern California; and the Senior Care
Division, which owns and finances health care facilities throughout the United
States.
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This press release contains certain forward-looking statements within the
meaning of the federal securities laws. A number of factors could cause G&L
Realty's actual operating performance or financial results to differ materially
from those anticipated. These include changes in the general economy, the
supply of and demand for health care related real estate in G&L's markets, the
operating success of tenants and borrowers, increases in construction costs,
construction delays, the availability of financing, the receipt of any
governmental approvals required for development, potential environmental
liabilities, and other factors affecting the condition of properties being
acquired, and other risks described from time to time in G&L Realty's reports
filed with the Securities and Exchange Commission.
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G&L Realty Corp.
Corporate Headquarters
439 North Bedford Drive, Beverly Hills, California 90210
Tel: 310-273-9930 Fax: 310-248-2222
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EXHIBIT 99.(A)(10)
G&L
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REALTY CORP.
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NEWS
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RELEASE: CONTACT:
Immediate Michael Gordon 310-273-9930
E-mail: [email protected]
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G&L REALTY CORP. ANNOUNCES FINAL RESULTS OF TENDER
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OFFER FOR SHARES OF ITS COMMON STOCK
------------------------------------
BEVERLY HILLS, CA, November 4, 1999 - G&L Realty Corp. (NYSE:GLR) today
announced the results of its tender offer to purchase up to 1,000,000 shares of
its outstanding common stock, at $10.50 per share. Final confirmation by
ChaseMellon Shareholder Services, L.L.C., the depositary for the offer, shows
2,047,756 shares of common stock have been validly tendered and not withdrawn,
including 5,339 odd lot shares tendered. The final count requires a proration
with the result being that the company will purchase approximately 48.7% of the
shares tendered. ChaseMellon Shareholder Services, L.L.C. will make cash
distributions during the week of November 8, 1999.
The tender offer expired at 11:59 p.m. New York City time on Friday, October
29, 1999. The tender offer has not been extended.
G&L currently has a stock repurchase plan in place. Immediately following
the expiration of the 10 business day waiting period mandated by federal
securities laws, the company intends to resume its repurchase program.
Founded in 1976, G&L Realty Corporation is a growth-oriented health care real
estate investment trust with two major areas of operation: the Medical Office
Building Division, which owns, develops and manages high-quality, strategically
located properties, primarily in Southern California; and the Senior Care
Division, which owns and finances health care facilities throughout the United
States.
This press release contains certain forward-looking statements within the
meaning of the federal securities laws. A number of factors could cause G&L
Realty's actual operating performance or financial results to differ materially
from those anticipated. These include changes in the general economy, the
supply of and demand for health care related real estate in G&L's markets, the
operating success of tenants and borrowers, increases in construction costs,
construction delays, the availability of financing, the receipt of any
governmental approvals required for development, potential environmental
liabilities, and other factors affecting the condition of properties being
acquired, and other risks described from time to time in G&L Realty's reports
filed with the Securities and Exchange Commission.
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