<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-28601
SUPPLEMENT NO. 1 DATED SEPTEMBER 13, 1999
TO PROSPECTUS DATED JULY 10, 1997
RELATING TO 761,904 SHARES OF COMMON STOCK,
$.001 PAR VALUE PER SHARE, OF
GLENBOROUGH REALTY TRUST INCORPORATED
SEE "RISK FACTORS" BEGINNING ON
PAGE 7 OF THE ACCOMPANYING PROSPECTUS
FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
All capitalized terms used but not defined herein shall have the meanings
prescribed in the Prospectus dated July 10, 1997, forming a part of the
Registration Statement on Form S-3, File No. 333-28601. This Prospectus
Supplement is incorporated by reference into the Prospectus and should be read
in conjunction with the Prospectus. Any cross references in this Supplement
refer to portions of the Prospectus, and defined terms in the Supplement have
the meanings assigned in the Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
The following information amends, restates and updates the information
found on pages 19-20 of the Prospectus under the caption "Selling Stockholders"
based upon certain information received, and relied upon, by the Company through
September 13, 1999 as to the security ownership of the Selling Stockholders.
SELLING STOCKHOLDERS
The following table provides the names of and the number and percentage of
shares of Common Stock beneficially owned by each Unit Holder and Restricted
Stock Holder and number and percentage of shares of Common Stock beneficially
owned by each Unit Holder and Restricted Stock Holder upon completion of the
offering or offerings pursuant to this Prospectus, assuming (i) each Unit Holder
tenders all such Units for redemption, the Company elects to redeem all such
Units for Shares of Common Stock and each Unit Holder sells all of its or his
Unit Shares pursuant to this Prospectus, and (ii) each Restricted Stock Holder
sells all of its or his Acquisition Shares. Since, with respect to the Unit
Holders, the Company, at its election, may redeem some or all of the Units for
cash rather than for Shares of Common Stock, and (assuming the Company elects to
redeem some or all of the Units for Shares of Common Stock) the Unit Holders may
sell all, or some or none of their Shares, and the Restricted Stock Holders may
sell all, or some or none of their Shares, no estimate can be made of the
aggregate number of Shares that are to be offered hereby or that will be owned
by each Selling Stockholder upon completion of the offering to which this
Prospectus relates. The number of Shares in the following table represents the
number of shares of Common Stock the person holds (if any), the number of shares
underlying options to purchase shares of Common Stock that are exercisable
within 60 days, plus the number of Shares into which Units held by the person
may be redeemed, and the extent to which the person holds Units as opposed to
shares of Common Stock is set forth in the notes to the following table.
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A portion of the Shares offered by this Prospectus may be offered from
time to time by the Unit Holders and Restricted Stock Holders named below:
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering (1) After the Offering(1)
Percentage of Percentage of
Number of Shares Number of Shares Number of Shares
Shares (1) Outstanding(3) Offered Hereby Shares(1) Outstanding(3)
---------- -------------- -------------- --------- --------------
<S> <C> <C> <C> <C> <C>
Robert Batinovich.............. 1,679,519(2) 4.7% 12,727 1,666,792 4.7%
Glenborough Partners, L.P...... 797,383(4) 2.5% 517,333 280,050 *
John Provine................... 85,448(5) * 85,448 0 *
Trust Realty Advisors.......... 96,552(5) * 96,552 0 *
Carlsberg Properties, Inc...... 24,844(5) * 24,844 0 *
California Foundation on the
Environment and the Economy... 25,000(6) * 25,000 0 *
</TABLE>
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*less than 1%
(1) Assumes redemption of all Units for shares of Common Stock.
(2) Includes (i) 1,089,435 shares of Common Stock, (ii) 69,166 shares which
may be issued upon redemption of 69,166 Units, (iii) 350,000 shares of
Common Stock subject to options held by Mr. Batinovich that are currently
exercisable or exercisable within 60 days of June 30, 1999, (iv) 27,122
shares held by Glenborough Partners, L.P., which represents Mr.
Batinovich's portion of all shares of Common Stock held by Glenborough
Partners, L.P., and (v) 143,796 shares of Common Stock that may be issued
upon redemption of Glenborough Partners, L.P.'s interest in the Operating
partnership, which represents Mr. Batinovich's portion of all shares of
Common Stock that may be issued to Glenborough Partners, L.P. upon
redemption. Excludes 55,369 shares of Common Stock held by S.S. Rainbow, a
California limited partnership, of which Mr. Batinovich's minor daughter,
Angela Batinovich, is a limited partner and which represents Angela
Batinovich's portion of all shares of Common Stock held by S.S. Rainbow.
Also excludes 503 shares held by Glenborough Partners, L.P., which
represents Angela Batinovich's portion of all shares of Common Stock held
by Glenborough Partners, L.P., and 2,664 shares of Common Stock that may
be issued upon redemption of Glenborough Partners, L.P.'s interest in the
Operating Partnership, which represents Angela Batinovich's portion of all
shares of Common Stock that may be issued to Glenborough Partners, L.P.
upon such redemption and which are held by a trust, of which Angela
Batinovich is sole beneficiary and the trustee is an independent third
party.
(3) Based on shares of Common Stock outstanding as of June 30, 1999 and shares
of Common Stock subject to only the options held by the Selling
Stockholder that are currently exercisable within 60 days of June 30,
1999. Assumes redemption for shares of Common Stock of only the Units
owned by the Selling Stockholder. The total number of shares outstanding
used in calculating the percentage assumes that none of the other Units
has been redeemed.
(4) Includes 130,500 shares of Common Stock and 666,883 shares of Common Stock
that may be issued upon redemption of Units held by Glenborough
Properties, L.P.
(5) Represents shares of Common Stock.
(6) Represents shares of Common Stock.
20
