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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 23, 1999
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, SECOND FLOOR, NEWPORT BEACH, CALIFORNIA 92660-2002
(Address of principal executive officers, including zip code)
949-223-5000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On June 23, 1999, Registrant released the Press Release attached hereto
as Exhibit 99.1
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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
/s/ DONALD G. HERRMAN
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Donald G. Herrman
Executive Vice President
Chief Financial Officer and Secretary
DATED: June 24, 1999
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
PACIFIC GULF PROPERTIES TO REDEEM DEBENTURES
NEWPORT BEACH, California (June 23, 1999) - Pacific Gulf Properties Inc.
(NYSE:PAG) will redeem $6.5 million of the company's outstanding 8.375%
Convertible Subordinated Debentures Due 2001 (AMEX:PAG.A) on August 18, 1999. As
of June 15, 1999, an aggregate of approximately $12.1 million in debentures were
outstanding.
Pursuant to the terms of the indenture governing the debentures, Harris
Trust Company of California as trustee selected by lot the debentures to be
redeemed. Holders of the debentures to be redeemed may elect one of the
following alternatives:
1. Conversion into Common Stock. Prior to 5:00 p.m. (Pacific
Daylight Time) on August 18, 1999, holders may convert the
debentures into the company's common stock at the rate of
53.6986 shares per $1,000 principal amount of debentures.
Based on the closing price of the company's common stock on
June 18, 1999, 53.6986 shares had a market value of $1,238.42,
a 24% premium over the $1,000 principal amount of debentures.
2. Redemption for Cash. Holders may surrender the debentures
called for redemption at the total redemption price of
$1,000.70 per $1,000 principal amount of debentures, which
includes accrued and unpaid interest through August 18, 1999.
3. Sale of Debentures. Holders of the debentures have the right
to sell their debentures on the open market through their own
brokers. However, debentures called for redemption will be
redeemed on August 18, 1999 (unless earlier converted),
regardless of who holds the debentures.
The company anticipates that it will call the remaining debentures for
redemption before December 31, 1999.
Further information regarding the debentures may be obtained by
contacting the company or Harris Trust Company of California, Corporate Trust
Division Administrator, 601 South Figueroa, 49th Floor, Los Angeles, CA 90017,
phone: (213) 239-0679.
Pacific Gulf Properties is a real estate investment trust that owns,
develops and manages a growing portfolio of industrial properties targeting
small to mid-size tenants in selected high-growth western markets. The company's
industrial portfolio includes 72 properties encompassing more than 15.4 million
square feet of space. Pacific Gulf also maintains a smaller multifamily
portfolio that includes eight rental communities comprising almost 1,500 units
designed for the burgeoning population of active seniors age 55 and older. The
company is headquartered in Newport Beach, California.
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Forward-looking statements and comments in this press release are made pursuant
to the safe harbor provisions of Section 21E of the Securities Exchange Act of
1934. Such statements relating to, among other things, events, conditions,
prospects and financial trends that may affect the company's future plans of
operations, business strategy, growth of operations and financial position are
not guarantees of future performance and are necessarily subject to risks and
uncertainties, some of which are significant in scope and nature, including
without limitation, increased competition, adverse economic trends, increasing
interest rates and other factors. Please refer to documents the company files
from time to time with the Securities and Exchange Commission, specifically the
company's last filed Form 10-K, filed in March of 1999, and Form 10-Q, filed in
May of 1999. These documents contain and identify important factors that could
cause the actual results to differ materially from those contained in any
projections or forward-looking statements contained in this press release.
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