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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): December 29, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 29, 2000, Glenborough Realty Trust Incorporated ("Glenborough")
completed a disposition of assets pursuant to the terms of (i) a Purchase
Agreement dated September 25, 2000, as amended by certain amendments listed as
Exhibits 2.1.1 through 2.1.5 in the Schedule of Exhibits in Item 7(c), below
(the "Purchase Agreement"), between Glenborough and Bush Gardens, LLC, a Nevada
limited liability company ("Buyer"), (ii) a Stock Repurchase Agreement dated
September 25, 2000 ("Stock Repurchase Agreement") between Buyer and Glenborough
and (iii) a Guaranty Agreement dated September 25, 2000 ("Guaranty Agreement")
between Buyer and Glenborough in which Glenborough guaranteed the contractual
obligations of various subsidiaries to deliver closing documents and to pay off
certain liens (together with the Purchase Agreement and the Stock Repurchase
Agreement, the "Agreements"). Under the Agreements, Buyer acquired from
Glenborough and its affiliates certain multifamily properties for an aggregate
price of $399,093,516. In addition, Glenborough purchased from Buyer 2,013,700
shares of Glenborough's common stock, $0.001 par value per share, at a price per
share of $18.50 plus $0.4109 per share being a pro rata portion of the per share
amount of any dividend on or distribution payable on the shares of common stock
of Glenborough during the fiscal quarter ended December 31, 2000.
The assets disposed of by Glenborough and its affiliates consisted of a
residential apartment portfolio comprised of 9,253 units, with the majority of
the units located in Texas and other southern states. The Texas component is
composed of 17 communities with 5,422 units. The North Carolina, Georgia and
Tennessee components are composed of 13 communities with 2,399 units. The
balance of the apartment portfolio is composed of 6 communities with 1,432 units
located in Indiana, Arizona and Nevada.
The total value of consideration received for the sale of assets and the
total consideration paid for the repurchase of Glenborough's common stock was
determined based on arm's length negotiations between Glenborough and Buyer,
which took into account historical and projected rental income, appropriate
capitalization rates for similar properties, market comparables, prevailing
market conditions in the area and extensive due diligence studies by Buyer
including review of financial operations and physical inspection.
Additional details regarding the terms of the transaction and the effect on
Glenborough can be found in certain documents listed in the Schedule of Exhibits
in Item 7(c), below, namely: (i) Glenborough's September 27, 2000 press release
(Exhibit 99.1), (ii) Pro Forma Financial Information (Exhibit 99.2) and (iii)
certain Agreements (Exhibits 2.1, 2.1.1 through 2.1.5, 2.2, and 2.3).
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro Forma Financial Information
Registrant has attached hereto as Exhibit 99.3 the required financial
information for filing with the Securities & Exchange Commission.
(c) Exhibits
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2.1 Purchase Agreement dated September 25, 2000*+
2.1.1 First Amendment to Purchase Agreement dated November 10, 2000
2.1.2 Second Amendment to Purchase Agreement dated November 30, 2000
2.1.3 Third Amendment to Purchase Agreement dated December 12, 2000
2.1.4 Fourth Amendment to Purchase Agreement dated December 20, 2000
2.1.5 Fifth Amendment to Purchase Agreement dated December 22, 2000
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+
99.2 Pro Forma Financial Information
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* Glenborough agrees to furnish supplementally to the Securities & Exchange
Commission a copy of omitted schedules upon request.
+ Previously filed as an Exhibit with the same number as part of
Glenborough's Form 8-K filed with the Securities & Exchange Commission on
October 11, 2000.
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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.
January 16, 2001
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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EXHIBIT DESCRIPTION
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2.1 Purchase Agreement dated September 25, 2000*+
2.1.1 First Amendment to Purchase Agreement dated November 10, 2000
2.1.2 Second Amendment to Purchase Agreement dated November 30, 2000
2.1.3 Third Amendment to Purchase Agreement dated December 12, 2000
2.1.4 Fourth Amendment to Purchase Agreement dated December 20, 2000
2.1.5 Fifth Amendment to Purchase Agreement dated December 22, 2000
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+
99.2 Pro Forma Financial Information
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* Glenborough agrees to furnish supplementally to the Securities & Exchange
Commission a copy of omitted schedules upon request.
+ Previously filed as an Exhibit with the same number as part of
Glenborough's Form 8-K filed with the Securities & Exchange Commission on
October 11, 2000.
