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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
(FINAL AMENDMENT)
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
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Transaction Valuation Amount of Filing Fee
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$60,743,950* $12,149
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* 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.
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<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
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This Amendment No. 2 ("Final Amendment") amends and supplements the
Issuer Tender Offer Statement on Schedule 13E-4 filed October 2, 1996, as
amended by Amendment No. 1 ("Amendment No. 1") dated December 11, 1996 (as so
amended, the "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 were attached to Amendment No. 1 as Exhibits (a)(8) and (a)(9),
respectively.
Items 8 and 9 of the Schedule 13E-4 are hereby supplemented and amended
by adding the following:
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ITEM 8. ADDITIONAL INFORMATION
At 5:00 p.m., New York City time, on December 26, 1996 (the
"Expiration Date"), the Exchange Offer expired. Based on the information
provided by Harris Trust Company of California (the "Exchange Agent"), a
total of $42,069,000 in principal amount of Debentures were validly tendered
and not withdrawn, including Debentures for which certificates were delivered
to the Exchange Agent pursuant to the guaranteed delivery procedure set forth
in the Exchange Offer. The Company has elected to exchange all $42,069,000 in
principal amount of Debentures at a rate of 58 shares of Common Stock for each
$1,000 principal amount of Debentures. The Company issued 2,440,002 shares of
Common Stock in exchange for such Debentures. The Company accepted all validly
tendered Debentures that were not withdrawn on or prior to the Expiration Date,
upon the terms and subject to the conditions of the Exchange Offer. After
giving effect to the Exchange Offer, $14,437,000 in principal amount of
Debentures remain outstanding.
A copy of the Company's press release dated December 27, 1996
announcing the results of the Exchange Offer is attached hereto as Exhibit 99.1,
and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
99.1 -- Press Release related to Exchange Offer, dated
December 26, 1996.
2
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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.
PACIFIC GULF PROPERTIES INC.
By: /s/ DONALD G. HERRMAN
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Donald G. Herrman
Executive Vice President, Secretary
and Chief Financial Officer
Dated: January 9, 1997
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 -- Press Release related to Exchange Offer,
dated December 27, 1996.
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EXHIBIT 99.1
[PACIFIC GULF PROPERTIES INC. LETTERHEAD]
363 San Miguel Drive CONTACT: Cindy L. Smith
Newport Beach, CA 92660 Investor Relations
(714) 721-2700
FOR IMMEDIATE RELEASE
PACIFIC GULF PROPERTIES ANNOUNCES
SUCCESSFUL CONSUMMATION OF
DEBENTURE EXCHANGE OFFER
NEWPORT BEACH, California (December 27, 1996) -- Pacific Gulf
Properties Inc. (NYSE:PAG) announced today the successful consummation of its
previously announced Exchange Offer for any and all of its outstanding 8.375%
Convertible Subordinated Debentures Due 2001 at an exchange rate of 58 shares
of Common Stock for each $1,000 principal amount of validly tendered Debentures.
As of the expiration of the Exchange Offer at 5:00 p.m., New York time,
on December 26, 1996, an aggregate of approximately $42,069,000 in principal
amount of Debentures (constituting 74% of the outstanding Debentures) had been
validly tendered to the Exchange Agent pursuant to the Exchange Offer
(including $1,775,000 of Debentures yet to be physically delivered pursuant to
notices of guaranteed delivery), and the Company has accepted all validly
tendered Debentures for exchange. As a result, assuming the receipt of all
guaranteed deliveries, the Company will issue 2,440,002 new shares of its
Common Stock pursuant to the Exchange Offer, thereby increasing the number of
outstanding shares of Common Stock to 9,757,917. An aggregate of $14,437,000 in
principal amount of Debentures will remain outstanding.
-more-
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Pacific Gulf Properties Inc. -- Page 2
Glenn L. Carpenter, Chairman and Chief Executive Officer, stated "We
are very pleased with the results of this Exchange Offer. We have strengthened
our equity capital base and reduced our debt, which should enhance our ability
to take advantage of future growth opportunities."
Pacific Gulf Properties Inc. is a self-administered and self-managed
equity real estate investment trust (REIT) that owns, operates, manages,
leases, acquires and rehabilitates multifamily and industrial properties
located in California and the Pacific Northwest.
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December 27, 1996
