GLENBOROUGH REALTY TRUST INC
8-K, 1997-05-02
REAL ESTATE
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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 Exchange Act
of 1934

Date of Report (Date of earliest event reported)   May 2, 1997
                                                (April 18, 1997)
                                                 --------------

                      GLENBOROUGH REALTY TRUST INCORPORATED
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


   Maryland                         1-14162                        94-3211970
- ----------------                  -----------                     -------------
 State or other                   (Commission                     (IRS Employer
 jurisdiction of                   File Number)                    I.D. Number)
 incorporation)


        400 South El Camino Real, Ste. 1100, San Mateo, California 94402
       -----------------------------------------------------------------
                    (Address of principal executive offices)

       Registrant's Telephone number, including area code:(415) 343-9300
                                                           -------------


                                  Page 1 of 4
<PAGE>

Item 2.       ACQUISITION OR DISPOSITION OF ASSETS

On April 18, 1997, the Company's Operating  Partnership  acquired a portfolio of
eleven  properties,  aggregating  approximately  522,000  square  feet (the "E&L
Properties") from seven affiliated  partnerships whose common general partner is
Ellis & Lane, Inc. The total acquisition cost, including  capitalized costs, was
approximately $22.2 million,  which consisted of (i) approximately $12.8 million
of  mortgage  debt  assumed,  (ii)  approximately  $6.7  million  in the form of
approximately  352,000 partnership units in the Operating  Partnership (based on
an assumed per unit value of $19.075),  (iii) approximately $633,000 in the form
of  approximately  33,000  shares of Common  Stock of the  Company  (based on an
assumed  per  share  value of  $19.075)  to be  issued  in  connection  with the
acquisition of the management interests relating to the E&L Properties, and (iv)
the balance in cash. The cash portion of the  acquisition was paid with proceeds
from the March 1997 Stock Offering. The E&L Properties consist of one office and
ten industrial properties, all located in Southern California.

On April 29, 1997, the Company's Operating  Partnership  acquired a portfolio of
six  properties,   aggregating   approximately   616,000  square  feet  and  224
multi-family  units (the "CIGNA  Properties")  from two partnerships  formed and
managed  by  affiliates  of  CIGNA.  The  total  acquisition   cost,   including
capitalized costs, was approximately  $45.4 million,  which was paid entirely in
cash from the proceeds of a new $40 million unsecured loan from Wells Fargo Bank
and a draw on the  existing  $50 million  Line of Credit.  The CIGNA  Properties
consist of two office properties,  two industrial properties,  a shopping center
and a multi-family property, located in four states.

There  is no  relationship  between  any of the  sellers  listed  above  and the
Company,  the Company's Operating  Partnership or any affiliated entities of the
Company.



                                  Page 2 of 4
<PAGE>

Item 7.       FINANCIAL STATEMENTS AND EXHIBITS

              (a)&(b)           FINANCIAL STATEMENTS

                                As of the date of filing of this Current Report
                                on Form 8-K, it is impracticable for the Company
                                to provide the financial statements required by
                                Item 7 (a) & (b) of Form 8-K.  In accordance
                                with Item 7(a)(4) of Form 8-K, the Company will
                                by amendment to this Form 8-K no later than 60
                                days after May 2, 1997, file such financial
                                statements.

              (c)               EXHIBITS

                                Purchase agreements related to the acquisition
                                of the CIGNA Properties (*)

                                Amended and Restated Agreement of Limited
                                Partnership of Glenborough Properties, L.P. (*)

(*)           To be filed with amendment to this Form 8-K not later than
              60 days after the date on which this Current Report on Form
              8-K is filed herewith.


                                  Page 3 of 4
<PAGE>

                                   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.

                      GLENBOROUGH REALTY TRUST INCORPORATED



                                    By: Glenborough Realty Trust Incorporated,




Date: May 2, 1997                      /s/ Andrew Batinovich    
                                       Andrew Batinovich
                                       Director, Executive Vice President,
                                       Chief Operating Officer
                                       and Chief Financial Officer
                                       (Principal Financial Officer)
 


Date: May 2, 1997                      /s/ Terri Garnick        
                                       Terri Garnick
                                       Senior Vice President,
                                       Chief Accounting Officer,
                                       Treasurer
                                       (Principal Accounting Officer)



                                  Page 4 of 4
<PAGE>


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