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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 27, 1996
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PACIFIC GULF PROPERTIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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MARYLAND 33-0577520
(STATE OR OTHER JURISDICTION OF INCORPORATION OR
ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
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363 SAN MIGUEL DRIVE
NEWPORT BEACH, CALIFORNIA 92660
(714) 721-2700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
GLENN L. CARPENTER
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
PACIFIC GULF PROPERTIES INC.
363 SAN MIGUEL DRIVE
NEWPORT BEACH, CALIFORNIA 92660
(714) 721-2700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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WITH COPIES OF COMMUNICATIONS TO:
DHLYA EL-SADEN, ESQ.
GIBSON, DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071-3197
TELEPHONE: (213) 229-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effectiveness of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering: [X] 333-02798
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE PRICE(1)(2) REGISTRATION FEE
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Common Stock (3).............. $14,454,500 (2) $14,454,500 $4,381(5)
Preferred Stock (4)...........
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(1) In no event will the aggregate maximum offering price of all securities
offered and sold pursuant to this Registration Statement exceed $14,454,500.
Any securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
(2) The proposed maximum offering price per unit (a) has been omitted pursuant
to Instruction II.D of Form S-3 and (b) will be determined, from time to
time, by the Registrant in connection with the issuance by the Registrant of
the securities registered hereunder.
(3) Subject to footnote (1), there is being registered hereunder an
indeterminate number of shares of Common Stock as may be sold, from time to
time, by the Registrant. There is also being registered hereunder an
indeterminate number of shares of Common Stock that may be issued upon
conversion of Preferred Stock registered hereunder.
(4) Subject to footnote (1), there is being registered an indeterminate number
of shares of Preferred Stock as may be sold, from time to time, by the
Registrant.
(5) Calculated pursuant to Rule 457(o) of the rules and regulations of the
Securities Act of 1933, as amended.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Reg. No. 333-02798) filed by Pacific Gulf Properties Inc.
(the "Company") with the Securities and Exchange Commission on March 28, 1996,
as amended, including the exhibits thereto, and declared effective by the
Commission on May 23, 1996, are incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on the 11th day
of December, 1996.
PACIFIC GULF PROPERTIES INC.
By: /s/ GLENN L. CARPENTER
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Glenn L. Carpenter
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ GLENN L. CARPENTER Chairman of the Board, President December 11, 1996
- ------------------------------------- and Chief Executive Officer
Glenn L. Carpenter (Principal Executive Officer)
/s/ DONALD G. HERRMAN Executive Vice President, Secretary December 11, 1996
- ------------------------------------- and Chief Financial Officer
Donald G. Herrman (Principal Financial and
Accounting Officer)
/s/ ROYCE B. MCKINLEY Director December 11, 1996
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Royce B. McKinley
/s/ STEWART W. BOWIE Director December 11, 1996
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Stewart W. Bowie
/s/ PETER L. EPPINGA Director December 11, 1996
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Peter L. Eppinga
/s/ JOHN F. KOOKEN Director December 11, 1996
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John F. Kooken
Director December , 1996
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Robert E. Morgan
/s/ KEITH W. RENKEN Director December 11, 1996
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Keith W. Renken
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II-1
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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5 Opinion of Piper & Marbury LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Piper & Marbury LLP (included in Exhibit 5)
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EXHIBIT 5
[PIPER & MARBURY LETTERHEAD]
December 23, 1996
Pacific Gulf Properties, Inc.
363 San Miguel Drive
Suite 100
Newport Beach, California 92660
Re: Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as Maryland counsel to Pacific Gulf Properties, Inc., a
Maryland corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the additional
registration by the Company of up to $14,454,500 aggregate offering price of
(i) shares of common stock of the Company, $.01 par value per share (the
"Common Stock") and (ii) shares of preferred stock, $.01 par value per share
(the "Preferred Stock"), such securities being of the same classes as were
included in the earlier Registration Statement on Form S-3 (No. 333-02798)
filed by the Company in respect of the same offering and declared effective by
the Commission (collectively, with any required post-effective amendments
thereto, the "Registration Statement").
In this capacity, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have deemed
necessary for the purpose of rendering this opinion. In addition, this opinion
is based upon the assumption that the Registration Statement has become
effective under the Securities Act. In such examination, we have assumed,
without independent investigation, the genuineness of all signatures, the legal
capacity of all individuals who have executed any of the aforesaid documents,
the authenticity of all documents submitted to us as originals and the
conformity with originals of all documents submitted to us as copies.
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Pacific Gulf Properties, Inc.
December 23, 1996
Page 2
Based upon the foregoing, and limited in all respects to applicable
Maryland law, we are of the opinion and advise you that:
1. The Company has been duly incorporated and is validly existing
in good standing as a corporation under the laws of the State of Maryland.
2. When (i) the shares of Common Stock (in a number not to exceed
the number of shares of Common Stock authorized by the charter of the Company
and not outstanding or reserved for issuance) have been duly and properly
authorized for issuance; and (ii) such shares of Common Stock have been duly
issued, sold and delivered as contemplated in the Registration Statement and
any prospectus supplement relating thereto and the consideration contemplated
therein has been received, the shares of Common Stock (including any Common
Stock duly issued upon the conversion of any shares of Preferred Stock that are
convertible into Common Stock), will be validly issued, fully paid and
nonassessable.
3. When (i) the terms of the Preferred Stock have been duly and
properly established by the Board of Directors in accordance with the Company's
charter and Articles Supplementary to the charter of the Company classifying
the Preferred Stock (in a number not to exceed the number of shares of
Preferred Stock authorized by the charter of the Company and not outstanding or
reserved for issuance) and setting forth such terms have been filed and
accepted for record and such shares have been authorized for issuance by the
Board of Directors; and (ii) such shares of Preferred Stock have been duly
authorized, issued and paid for in the manner contemplated in the Registration
Statement and any prospectus supplement relating thereto, such shares of
Preferred Stock will be validly issued, fully paid and nonassessable.
We are members of the Bar of the State of Maryland and express no
opinion as to the laws of any other jurisdiction. The opinions expressed herein
are solely for the benefit of the persons to whom this opinion is addressed and,
without our prior written consent, may not be quoted in whole or in part or
otherwise referred to in any legal opinion, document, or other report, and may
not be furnished to any person or entity, except that Gibson, Dunn & Crutcher
LLP is authorized to rely on this opinion in rendering any opinion to the
Company which is to be filed as an exhibit to the Registration Statement. In
addition, we hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our firm in the Registration
Statement and the related Prospectus. These opinions are delivered as of the
date hereof and we disclaim any responsibility to update these opinions at any
time following the date hereof.
Very truly yours,
/s/ PIPER & MARBURY L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-02798) dated May 23, 1996 and related
Prospectus of Pacific Gulf Properties Inc. (the "Company") for the registration
of $112,155,139 of common and preferred stock and to its incorporation into a
registration statement on Form S-3 filed pursuant to Rule 462(b) for the
registration of an additional $14,454,500 of common and preferred stock (the
"462(b) Registration Statement"). We also consent to the incorporation by
reference of the following into the Prospectus related to the Registration
Statement (Form S-3 No. 333-02798) dated May 23, 1996, the related Prospectus
Supplement dated May 20, 1996 for the registration of 2,800,000 shares of common
stock thereunder and the 462(b) Registration Statement of our reports; (a) dated
February 9, 1996, with respect to the consolidated and combined financial
statements and related financial statement schedule of the Company included in
the Company's Annual Report (Form 10-K/A) for the year ended December 31, 1995;
(b) dated April 30, 1996, with respect to the statement of revenues and certain
expenses of Tukwila Business Park included in the Company's Current Report on
Form 8-K dated May 7, 1996; (c) dated April 12, 1996, with respect to the
combined statement of revenues and certain expenses of the Konwiser Acquisition
Properties included in the Company's Current Report on Form 8-K dated May 7,
1996; and (d) dated July 28, 1995, with respect to the combined statement of
revenues and certain expenses of the Konwiser Acquisition Properties included in
the Company's Current Report on Form 8-K/A dated May 7, 1996, all of which have
been filed with the Securities and Exchange Commission.
We also consent to the use of our reports: (a) dated April 25, 1996, with
respect to the statement of revenues and certain expenses of Bay San Marcos
Industrial Park; (b) dated April 25, 1996, with respect to the statement of
revenues and certain expenses of Escondido Business Center; (c) dated May 20,
1996, with respect to the statement of revenue and certain expenses of Eden
Landing Commerce Park; (d) dated May 20, 1996, with respect to the statement of
revenue and certain expenses of Riverview Industrial Park; and (e) dated May 20,
1996, with respect to the statement of revenue and certain expenses of Pacific
Park, in the Registration Statement (Form S-3 No. 333-02798) dated May 23, 1996,
the related Prospectus Supplement referred to above and the 462(b) Registration
Statement.
ERNST & YOUNG LLP
Newport Beach, California
December 26, 1996
