<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 9, 1998 (July 8, 1998)
GLENBOROUGH REALTY TRUST INCORPORATED
(Exact name of Registrant as
Specified in its Charter)
MARYLAND
(State or Other Jurisdiction
of Incorporation)
001-14162
(Commission File Number)
94-3211970
(IRS Employer Identification No.)
400 SOUTH EL CAMINO REAL, SUITE 1100
SAN MATEO, CA 94402
(415) 343-9300
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
1
<PAGE> 2
Item 5. OTHER EVENTS.
In a release dated July 8, 1998, Glenborough Realty Trust Incorporated
announced that on that date the Board of Directors elected to implement a
Stockholder Rights Plan. The news release is attached as Exhibit 99.1.
Item 7. Exhibits
99.1 News release dated July 8, 1998.
2
<PAGE> 3
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
July 9, 1998 By: /s/ Terri Garnick
------------------------------------
Terri Garnick
Senior Vice President,
Chief Accounting Officer,
Treasurer
(Principal Accounting Officer)
3
<PAGE> 4
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------------------ --------------------------------------------
99.1 News release dated July 8, 1998.
<PAGE> 1
[GLENBOROUGH REALTY TRUST INCORPORATED LETTERHEAD]
FOR IMMEDIATE RELEASE
CONTACTS: Robert Batinovich, Chairman and CEO
Andrew Batinovich, President and COO
Stephen R. Saul, Executive Vice President and CFO
Janet Nelson, Vice president, Shareholder Services
Phone: 650.343.9300 Fax: 650.343.8379
GLENBOROUGH REALTY TRUST INCORPORATED'S BOARD OF DIRECTORS ELECTS
STOCKHOLDER RIGHTS PLAN
SAN MATEO, CALIFORNIA, July 8, 1998--Glenborough Realty Trust Incorporated
(NYSE:GLB, GLB PrA), a diversified real estate investment trust, announced
today that the Board of Directors elected to implement a Stockholder Rights
Plan.
To implement the plan, the Board of Directors has declared a dividend
distribution of one preferred share purchase right (a "Right") for each
outstanding share of Glenborough Realty Trust Incorporated common stock. The
Rights, which have a ten year life, will become exercisable, among other
events, if more than 15% of the Company's outstanding common stock is acquired
by any person or group or if a tender offer to purchase more than 15% of the
Company's stock is made by any person or group, subject to limited exceptions.
The Rights are intended to enable all stockholders to realize the long-term
value of their investment in the Company. The rights dividend distribution will
be paid to stockholders of record as of July 20, 1998. The Rights may be
redeemed by Glenborough at any time until ten days following the first public
announcement that an acquirer has acquired the level of ownership that
"triggers" the Rights Plan. The Rights extend for ten years and will expire on
July 20, 2008.
<PAGE> 2
Glenborough Realty Trust Incorporated
July 8, 1998
Page 2 of 2
The stockholder rights plan is not being adopted in response to any current
merger or acquisition activity but is intended to provide the Board with
sufficient time to consider any and all alternatives under such circumstances
Glenborough is a self-administered and self-managed REIT with a diversified
portfolio of 189 properties including, office, office/flex, industrial,
multifamily and retail properties. In addition, an Associated Company controls
similarly diversified portfolios comprising 41 properties. Combined, the
portfolios encompass approximately 29 million square feet in 36 metropolitan
markets in 24 states.
# # #
