<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1 TO
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
PACIFIC GULF PROPERTIES INC.
(Name of Issuer)
PACIFIC GULF PROPERTIES INC.
(Name of Person(s) Filing Statement)
8.375% Convertible Subordinated Debentures Due 2001
(Title of Class of Securities)
694396AA
(CUSIP Number of Class of Securities)
GLENN L. CARPENTER
Chairman of the Board of Directors, President and Chief Executive Officer
Pacific Gulf Properties Inc.
363 San Miguel Drive
Newport Beach, California 92660
(714) 721-2700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
Copy to:
DHIYA EL-SADEN, ESQ.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
November 8, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
================================================================================
Transaction Valuation Amount of Filing Fee
--------------------- --------------------
$60,743,950* $12,149
================================================================================
* Estimated solely for the purpose of determining the filing fee. Calculated
based on the average of the high and low prices of the Registrant's 8.375%
Convertible Subordinated Debentures Due 2001 (the "Debentures") on November
6, 1996. The amount of the filing fee, calculated in accordance with
Regulation 240.0-11 of the Securities Exchange Act of 1934, equals 1/50 of
one percentum of the value of the securities to be acquired.
[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.
<TABLE>
<S> <C> <C> <C>
Amount previously paid: $17,124 Filing party: Pacific Gulf Properties Inc.
Form or registration no.: S-4 (File No. 333-13253) Date filed: October 2, 1996
</TABLE>
<PAGE> 2
This Amendment No. 1 (this "Amendment No. 1") to Schedule 13E-4
amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 filed
______________, 1996 (the "Original Schedule 13E-4") relating to an offer by
Pacific Gulf Properties Inc., a Maryland corporation (the "Company"), to
exchange, upon the terms and subject to the conditions contained in the
Company's Prospectus, dated December 11, 1996 (the "Prospectus"), contained in
Amendment No. 2 to the Company's Registration Statement on Form S-4 (File No.
333-13253) filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), and the
accompanying Letter of Transmittal (which together constitute the "Exchange
Offer"), any and all of the Company's outstanding 8.375% Convertible
Subordinated Debentures Due 2001 (the "Debentures") at an exchange rate of 58
shares of the Company's Common Stock, par value $.01 per share (the "Common
Stock"), for each $1,000 principal amount of Debenture tendered and accepted. A
copy of the Prospectus and the Letter of Transmittal are attached hereto as
Exhibits (a)(8) and (a)(9), respectively.
The Prospectus and the exhibits thereto are hereby incorporated
herein by reference.
Item 1 Security and Issuer
(b) The class of equity securities to which this Statement relates is
the Debentures. Reference is hereby made to the information set forth on the
cover page of the Prospectus and in the Prospectus under the captions "The
Exchange Offer -- Terms of the Exchange Offer" and "Management." A copy of the
Prospectus (a)(8) is attached hereto as Exhibit (a)(8) and incorporated herein
by reference.
<PAGE> 3
ITEM 7. FINANCIAL INFORMATION.
(a)-(b) Reference is hereby made to the information set forth in (1)
the Prospectus, under the captions "Prospectus Summary--Summary Financial
Information" and "Index to Financial Statements," (2) the Company's Annual
Report on Form 10-K/A, dated May 20, 1996, for the fiscal year ended December
31, 1995 (the "1995 10-K") under the captions "Selected Financial and Operating
Data," "Management's Discussion and Analysis of Financial Condition and Results
of Operations," and "Financial Statements and Supplementary Data" and (3) the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1996, dated November 13, 1996 (the "Third Quarter 10-Q") under the captions
"Financial Statements" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" each of which is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(8) -- Prospectus, dated December 11, 1996, incorporated herein
by reference to Amendment No. 2 to the Company's
Registration Statement on Form S-4.
(a)(9) -- Letter of Transmittal, dated December 11, 1996,
incorporated herein by reference to Exhibit 99.7 to
Amendment No. 2 to the Company's Registration Statement
on Form S-4.
(a)(10) -- Notice of Guaranteed Delivery, dated December 11, 1996,
incorporated herein by reference to Exhibit 99.8 to
Amendment No. 2 to the Company's Registration Statement
on Form S-4.
(a)(11) -- Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, dated
December 11, 1996, incorporated herein by reference to
Exhibit 99.9 to Amendment No. 2 to the Company's
Registration Statement on Form S-4.
(a)(12) -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, incorporated herein by
reference to Exhibit 99.10 to Amendment No. 2 to the
Company's Registration Statement on Form S-4.
(a)(13) -- Press Release related to Exchange Offer, dated December
11, 1996, incorporated herein by reference to Exhibit
99.12 to Amendment No. 2 to the Company's Registration
Statement on Form S-4.
(a)(14) -- Letter related to Exchange Offer from Chairman of the
Board and Chief Executive Officer, dated December 11,
1996, incorporated herein by reference to Exhibit 99.11 to
Amendment No. 2 to the Company's Registration Statement
on Form S-4.
(b) -- None.
(c) -- None.
(d) -- See Exhibit (a)(1).
(e) -- See Exhibit (a)(1).
(f) -- None.
(g)(1) -- Company's Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1995, dated May 20, 1996,
incorporated by reference pursuant to Rule 12b-32 under
the Exchange Act.
(g)(2) -- Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, dated November 13, 1996,
incorporated by reference pursuant to Rule 12b-32 under
the Exchange Act.
2
<PAGE> 4
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.
PACIFIC GULF PROPERTIES INC.
By: /s/ DONALD G. HERRMAN
---------------------------------------
Donald G. Herrman
Executive Vice President, Secretary
and Chief Financial Officer
Dated: December 11, 1996
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
(a)(8) -- Prospectus dated December 11, 1996, incorporated herein
by reference to Amendment No. 2 to the Company's
Registration Statement on Form S-4.
(a)(9) -- Letter of Transmittal, dated December 11, 1996,
incorporated herein by reference to Exhibit 99.7 to
Amendment No. 2 to the Company's Registration Statement
on Form S-4.
(a)(10) -- Notice of Guaranteed Delivery, dated December 11, 1996,
incorporated herein by reference to Exhibit 99.8 to
Amendment No. 2 to the Company's Registration Statement
on Form S-4.
(a)(11) -- Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, dated
December 11, 1996, incorporated herein by reference to
Exhibit 99.9 to Amendment No. 2 to the Company's
Registration Statement on Form S-4.
(a)(12) -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, incorporated herein by
reference to Exhibit 99.10 to Amendment No. 2 to the
Company's Registration Statement on Form S-4.
(a)(13) -- Press Release related to Exchange Offer, dated December
11, 1996, incorporated herein by reference to Exhibit
99.12 to Amendment No. 2 to the Company's Registration
Statement on Form S-4.
(a)(14) -- Letter related to Exchange Offer from Chairman of the
Board and Chief Executive Officer, dated December 11,
1996, incorporated herein by reference to Exhibit 99.11
to Amendment No. 2 to the Company's Registration
Statement on Form S-4.
(b) -- None.
(c) -- None.
(d) -- See Exhibit (a)(1).
(e) -- See Exhibit (a)(1).
(f) -- None.
(g)(1) -- Company's Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1995, dated May 20, 1996,
incorporated by reference pursuant to Rule 12b-32 under
the Exchange Act.
(g)(2) -- Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, dated November 13, 1996,
incorporated by reference pursuant to Rule 12b-32 under
the Exchange Act.
</TABLE>
