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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): September 25, 2000
GLENBOROUGH REALTY TRUST INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
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MARYLAND 1-14162 94-3211970
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
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400 El Camino Real, Suite 1100, San Mateo, California 94402
(Address of Principal Executive Offices, Including Zip Code)
(650) 343-9300
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On September 25, 2000, Glenborough Realty Trust Incorporated
("Glenborough") executed a Purchase Agreement ("Purchase Agreement") dated
September 25, 2000 between Bush Gardens, LLC, a Nevada limited liability company
("Bush"), and Glenborough, a Stock Repurchase Agreement ("Stock Repurchase
Agreement") dated September 25, 2000 between Bush and Glenborough and a Guaranty
Agreement ("Guaranty Agreement", together with the Purchase Agreement and the
Stock Repurchase Agreement, the "Agreements") dated as of September 25, 2000
between Bush and Glenborough under which Bush will acquire from Glenborough 37
apartment communities for an aggregate price of $404,000,000. The transaction is
anticipated to close in December 2000 and expected to produce a gain on sale for
Glenborough of approximately $34,000,000. The majority of the proceeds will be
used to reduce debt and repurchase Glenborough stock. Additional details
regarding the terms of the transaction and the expected effect on Glenborough
can be found in Glenborough's September 27, 2000 press release attached hereto
as Exhibit 99.1 and the Agreements attached hereto as Exhibits 2.1, 2.2 and 2.3.
FORWARD-LOOKING STATEMENTS
Certain matters discussed herein are forward-looking statements within
the meaning of the federal securities laws, including (i) the expected closing
date of the transaction, (ii) the expected gain on sale and (iii) the expected
use of proceeds. Although Glenborough believes that the expectations reflected
in such forward-looking statements are based upon reasonable assumptions,
Glenborough's actual results could differ materially from those set forth in the
forward-looking statements. Factors that could cause actual results to differ
materially from Glenborough's expectations include:
- The failure of one or more of the conditions to Bush's obligations
under the Agreements could adversely affect Glenborough's ability to
close the anticipated sale of the apartment portfolio on the
anticipated date or at all, on the price and terms described in the
September 27, 2000 press release and with the expected gain to
Glenborough described in the press release;
- Changes in Glenborough's circumstances, including changes in the
capital markets, which could cause Glenborough to revise its debt
reduction and stock repurchase plans; and
- Other risks detailed from time to time in Glenborough's filings with
the SEC, including without limitation, Glenborough's Form 10-K for
the year ended December 31, 1999 and its Forms 10-Q for the quarters
ended March 31 and June 30, 2000.
Item 7. Exhibits.
2.1 Purchase Agreement dated September 25, 2000 *
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2.2 Guaranty Agreement dated as of September 25, 2000
2.3 Stock Repurchase Agreement dated September 25, 2000
99.1 Press Release dated September 27, 2000
* Glenborough agrees to furnish supplementally to the Securities and Exchange
Commission a copy of omitted schedules upon request.
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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.
October 11, 2000
GLENBOROUGH REALTY TRUST INCORPORATED
By: /s/ Stephen R. Saul
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Stephen R. Saul
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT INDEX
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PAGE NUMBER
EXHIBIT DESCRIPTION IN THIS FILING
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2.1 Purchase Agreement dated September 25, 2000 4
2.2 Guaranty Agreement dated as of September 25, 2000
2.3 Stock Repurchase Agreement dated September 25, 2000
99.1 Press Release dated September 27, 2000
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