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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT (date of earliest event reported): April 3, 1997
PACIFIC GULF PROPERTIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Maryland I-12546 33-0577520
(STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
363 San Miguel Drive, Newport Beach, California 92660-7805
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 721-2700
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS.
99.1 Press Release Issued by the Company on April 3, 1997 relating to
the Company's sale of 270,270 Shares of Class A Senior Cumulative Convertible
Preferred Stock to Five Arrows Realty Securities L.L.C..
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PACIFIC GULF PROPERTIES INC., a
Maryland corporation
By: /s/ DONALD G. HERRMAN
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Name: Donald G. Herrman
Title: Chief Financial Officer
April 16, 1997
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
PACIFIC GULF PROPERTIES ANNOUNCES
SALE OF 270,270 SHARES OF
CLASS A SENIOR CUMULATIVE
CONVERTIBLE PREFERRED STOCK
NEWPORT BEACH, Calif., April 3, 1997: Pacific Gulf Properties Inc. (NYSE:PAG)
announced today that it has completed the sale of 270,270 shares of Class A
Senior Cumulative Convertible Preferred Stock to Five Arrows Realty Securities
L.L.C. at a price of $18.50 per share. The sale of the Class A Preferred Stock
was pursuant to the previously announced agreement between Pacific Gulf and
Five Arrows. Under the terms of the agreement, the Company agreed to sell and
Five Arrows agreed to purchase a total of 1,351,351 shares of Class A Preferred
Stock in up to three separate closings on or prior to December 31, 1997. The
transaction announced today is the first of these closings.
The Company expects to use the proceeds to repay outstanding indebtedness on
its revolving credit facility and for working capital purposes.
Each share of the Class A Preferred is convertible into one share of Pacific
Gulf common stock. Five Arrows is a private fund formed to invest in securities
of real estate investment trusts and other property companies. Five Arrows is
managed by Rothschild Realty Inc., a member of the Rothschild Group.
As previously announced, the annual dividend per share on the Class A Preferred
is (i) $1.70 from the date of issuance until December 31, 1997, and (ii) the
greater of $1.70 or 104% of the then-current common stock dividend thereafter.
The Company currently pays an annualized dividend of $1.64 per share on its
common stock. Additionally, the remaining terms of the Class A Preferred are
also as previously announced.
Pacific Gulf Properties Inc., a self-administered and self-managed equity real
estate investment trust, owns and operates industrial and multifamily
properties in California and the Pacific Northwest.
For additional information, please contact
Donald Herrman, Chief Financial Officer
(714) 721-2700
