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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 18, 1997
Commission File Number: 1-12546
PACIFIC GULF PROPERTIES INC.
(Exact name of Registrant as specified in its Charter)
MARYLAND 33-0577520
(State of Incorporation) (I.R.S. Employer Identification No.)
4220 VON KARMAN, 2ND FLOOR, NEWPORT BEACH, CALIFORNIA 92660-2002
(Address of principal executive offices, including zip code)
714-223-5000
(Registrant's telephone number, including area code)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Report of Independent Auditors on Combined Statement of
Revenues and Certain Expenses of AEW/Lincoln Properties
for the Year Ended December 31, 1996
(b) Exhibits
23.1 Consent of Independent Auditors
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SIGNATURES
Pursuant to the requirements of the Securities and 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.
/s/ Donald G. Herrman
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Donald G. Herrman
Executive Vice President,
Chief Financial Officer and Secretary
Dated: August 4, 1997
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Report of Independent Auditors
To the Shareholders and Board of Directors
Pacific Gulf Properties Inc.
We have audited the accompanying combined statement of revenues and certain
expenses of Chino Distribution Center, Downey Distribution Center, Fontana
Industrial/Distribution Center, Rancho Bernardo Business Center and Warm Springs
Industrial Park, five industrial properties to be acquired by Pacific Gulf
Properties Inc. from Lincoln Pacific Industrial Fund (collectively referred to
as the "AEW/Lincoln Properties") for the year ended December 31, 1996. The
statement is the responsibility of AEW/Lincoln Properties' management. Our
responsibility is to express an opinion on the statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the statement. We believe that our audit
provides a reasonable basis for our opinion.
The accompanying statement was prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission (for inclusion
in a Form 8-K filing) as described in Note 2 to the statement and is not
intended to be a complete presentation of the revenues and expenses of the
AEW/Lincoln Properties.
In our opinion, the statement referred to above presents fairly, in all material
respects, the combined revenues and certain expenses, as defined above, of the
AEW/Lincoln Properties for the year ended December 31, 1996, in conformity with
generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
Newport Beach, California
June 20, 1997
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-3 No. 333-23611) and related Prospectus of Pacific Gulf Properties Inc. (the
"Company") for the registration of $250,000,000 of common stock, preferred
stock, debt securities and warrants of our report dated June 20, 1997 on the
combined revenues and certain expenses of the AEW/Lincoln Properties (Chino
Distribution Center, Downey Distribution Center, Fontana Industrial/Distribution
Center, Rancho Bernardo Business Center and Warm Springs Industrial Park) for
the year ended December 31, 1996 included in the Company's Current Report on
Form 8-K dated July 31, 1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Newport Beach, California
July 31, 1997
