SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 17, 2004
--------------------------------
Pennsylvania Real Estate Investment Trust
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Pennsylvania 1-6300 23-6216339
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
The Bellevue, 200 S. Broad Street, Philadelphia, Pennsylvania 19102
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 875-0700
----------------------------
________________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events and Required FD Disclosure.
---------------------------------------
On June 17, 2004, Pennsylvania Real Estate Investment Trust ("PREIT")
announced that it had signed a definitive agreement to sell five malls to
Lightstone Real Estate Partners, LLC ("Lightstone"). The five malls were
classified by PREIT as assets held for sale on its 2003 year-end and first
quarter 2004 financial statements. The sale price is approximately $110.7
million.
The five malls, totaling 2.6 million square feet, were among six malls
identified as non-core assets at the time of PREIT's merger with Crown American
Realty Trust and were classified as assets held for sale/discontinued operations
in accordance with applicable accounting rules. The five malls are: Bradley
Square Mall in Cleveland, Tennessee; Martinsburg Mall in Martinsburg, West
Virginia; Mount Berry Square Mall in Rome, Georgia; Shenango Valley Mall in
Sharon, Pennsylvania; and West Manchester Mall in York, Pennsylvania. The sixth
mall, Schuylkill Mall in Frackville, Pennsylvania, will continue to be held for
sale by PREIT.
The net proceeds from the sale are expected to be approximately $108.5
million after closing costs. Lightstone will forfeit its $2.5 million cash
deposit if it does not close for any reason other than the failure of PREIT to
comply with typical closing conditions or to obtain the releases of the mortgage
liens on West Manchester Mall and Martinsburg Mall. PREIT expects that those two
properties will be replaced by Northeast Tower Center in Philadelphia,
Pennsylvania and Jacksonville Mall in Jacksonville, North Carolina in the
collateral pool that secures a mortgage loan with GE Capital Corporation. PREIT
anticipates that the proceeds from the sale will be used to pay down PREIT's
unsecured revolving line of credit.
For the 12-months ended March 31, 2004, the average in-line sales of
the five malls were $237 per square foot, which was $75 per square foot below
the average in-line sales for PREIT's other malls (including the other malls
acquired in the Crown merger) for that period.
Also on June 17, 2004, PREIT announced that it had signed a definitive
agreement to sell its 60% ownership interest in Rio Grande Mall, a 166,000
square foot strip center, in Rio Grande, New Jersey to Freeco Development LLC,
an affiliate of its joint venture partner. The sale price is $4.1 million. PREIT
expects to record a gain of approximately $1.6 million in the third quarter of
2004 from this transaction.
The foregoing statements include certain "forward-looking statements"
within the meaning of Section 21E of the Securities Exchange Act of 1934 and the
U.S. Private Securities Litigation Reform Act of 1995. Forward-looking
statements relate to expectations, beliefs, projections, future plans and
strategies, anticipated events or trends and other matters that are not
historical facts. These forward-looking statements reflect PREIT's current views
about future events and are subject to risks, uncertainties, assumptions and
changes in circumstances that may prevent PREIT or the buyers from consummating
the proposed transactions on the terms described above, or at all, including,
without limitation, the satisfaction of closing conditions applicable to the
transaction (some of which are beyond PREIT's control). PREIT does not intend to
and disclaims any duty or obligation to update or revise any forward-looking
statements set forth in this Current Report on Form 8-K to reflect new
information, future events or otherwise. Investors are directed to consider the
risks and uncertainties discussed in other documents PREIT has filed with the
Securities and Exchange Commission and, in particular, PREIT's Annual Report on
Form 10-K for the year ended December 31, 2003.
- 2 -
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PENNSYLVANIA REAL ESTATE
INVESTMENT TRUST
Date: June 17, 2004 By: /s/ Bruce Goldman
----------------------------------------
Bruce Goldman
Executive Vice President-General Counsel
and Assistant Secretary
- 3 -