SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) April 4, 2002
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Pennsylvania Real Estate Investment Trust
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(Exact Name of Registrant as Specified in Charter)
Pennsylvania 1-6300 23-6216339
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
The Bellevue, 200 S. Broad Street, Philadelphia, Pennsylvania 19102
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 875-0700
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
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On April 4, 2002, PR Beaver Valley Limited Partnership ("PR Beaver
Valley") acquired Beaver Valley Mall from the California Public Employees'
Retirement System ("CalPERS") for $60,750,000. PR Beaver Valley also exercised
an option assigned to it by CalPERS for the purchase of a portion of the land on
which the mall is situated for an additional $500,000. PR Beaver Valley is
indirectly wholly-owned by PREIT Associates, L.P., of which Pennsylvania Real
Estate Investment Trust (the "Registrant") is the sole general partner. Beaver
Valley Mall is a 1.1 million square foot enclosed regional mall in Beaver
Valley, Pennsylvania, located approximately fifteen miles north of Pittsburgh
International Airport. The asset acquisition was consummated pursuant to the
terms of a Purchase and Sale Agreement dated as of March 29, 2002 between PREIT
Associates, L.P. and CalPERS.
The purchase price was determined pursuant to arms' length negotiations
between the Registrant and CalPERS. The majority of the purchase price was
financed through a $48.0 million, ten-year mortgage from Column Financial, Inc.,
a Credit Suisse First Boston company, at a fixed interest rate of 7.36%. The
balance of the purchase price was financed through the $175 million revolving
portion of the Registrant's $250 million combined revolving credit and
construction finance facility led by Wells Fargo Bank National Association.
The foregoing description is qualified in its entirety by reference to
the documents filed as exhibits to this report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Acquired:
In accordance with Item 7(a)(4) of Form 8-K, the financial statements
required by this Item 7(a) will be filed by amendment to this Form 8-K no later
than 60 days after April 19, 2002.
(b) Pro Forma Financial Information:
In accordance with Item 7(b)(2) of Form 8-K, the pro forma financial
information required by this Item 7(b) will be filed by amendment to this Form
8-K no later than 60 days after April 19, 2002.
(c) Exhibits:
*2.1 Purchase and Sale Agreement, dated as of March 29, 2002,
between California Public Employees' Retirement System and
PREIT Associates, L.P.
*2.2 Loan Agreement, dated as of April 4, 2002, between PR Beaver
Valley Limited Partnership and Column Financial, Inc.
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*2.3 Open-End Mortgage and Security Agreement, dated April 4, 2002,
between PR Beaver Valley Limited Partnership and Column
Financial, Inc.
2.4 Promissory Note, dated April 4, 2002, between PR Beaver Valley
Limited Partnership and Column Financial, Inc.
* Schedules omitted. The Registrant will furnish a supplementary copy
of any omitted schedules to the SEC upon request.
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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: April 11, 2002 By: /s/ Jonathan B. Weller
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Jonathan B. Weller
President and Chief Operating Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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*2.1 Purchase and Sale Agreement, dated as of March 29, 2002,
between California Public Employees' Retirement System and
PREIT Associates, L.P.
*2.2 Loan Agreement, dated as of April 4, 2002, between PR Beaver
Valley Limited Partnership and Column Financial, Inc.
*2.3 Open-End Mortgage and Security Agreement, dated April 4, 2002,
between PR Beaver Valley Limited Partnership and Column
Financial, Inc.
2.4 Promissory Note, dated April 4, 2002, between PR Beaver Valley
Limited Partnership and Column Financial, Inc.
* Schedules omitted. The Registrant will furnish a supplementary copy of any
omitted schedules to the SEC upon request.
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