Filed by Pennsylvania Real Estate Investment Trust
Subject Company: Crown American Realty Trust
Pursuant to Rule 425 under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Commission File No.: 1-6300
[LOGO] NEWS Pennsylvania Real Estate Investment Trust
FOR RELEASE: 200 South Broad Street
Philadelphia, PA 19102
www.preit.com
Phone: 215-875-0700
Fax: 215-546-7311
Toll Free: 866-875-0700
FOR FURTHER INFORMATION:
AT PREIT AT KCSA PUBLIC RELATIONS WORLDWIDE
-------- ----------------------------------
Edward A. Glickman Todd Fromer Evan Smith, CFA
Executive Vice President and CFO (Investor Relations) (Media Relations)
(215) 875-0700 (212) 896-1215 (212) 896-1251
AT CROWN
Terry L. Stevens
Executive Vice President and CFO
(814) 536-9538
FOR IMMEDIATE RELEASE
May 14, 2003
Pennsylvania Real Estate Investment Trust and
Crown American Realty Trust Announce Merger Agreement
Combined Company to Become a Leading Mid-Atlantic Shopping Mall REIT
PHILADELPHIA AND JOHNSTOWN, PA, May 14, 2003 - Pennsylvania Real Estate
Investment Trust ("PREIT") (NYSE: PEI) and Crown American Realty Trust ("Crown")
(NYSE:CWN) today announced that the companies have entered into a definitive
merger agreement by which Crown will merge into PREIT. The merger will position
PREIT as a leading shopping mall REIT in the Mid-Atlantic region. The boards of
trustees of PREIT and Crown have unanimously approved the merger.
Following completion of the merger and the previously announced Rouse
transaction, PREIT will own interests in 54 retail properties with 33.5 million
square feet in 12 states. Approximately 82% of the portfolio is located in the
Mid - Atlantic states of PA, NJ, DE and MD. Included in the combined portfolio
are interests in 40 regional malls and 14 power and strip centers. The merged
company will have a total market capitalization of approximately $2.7 billion
based on PREIT's closing share price on May 13, 2003.
Under the terms of the agreement, PREIT will issue to Crown shareholders 0.3589
PREIT common shares for each outstanding share of Crown in a tax-free,
share-for-share transaction. The exchange ratio was determined based on the
trailing 20 day average closing prices as of May 12, 2003, and is not subject to
change and there is no "collar" or minimum trading price for the shares. The
transaction includes a $20 million termination fee payable to either PREIT or
Crown if the merger is not completed in certain specified circumstances.
Following completion of the merger, PREIT will increase its quarterly cash
dividend of $0.51 to $0.54 per share, an annual increase of $0.12 per share or
5.9%. PREIT has paid 104 consecutive distributions since its initial dividend
paid in August 1962. Crown announced a regular quarterly dividend of $0.2150 per
common share and $1.375 per non-convertible senior preferred share on May 14,
2003.
PREIT will also expand its board of trustees by two members. The new members
will be Mark Pasquerilla, Crown's chairman and chief executive officer, and
another member of Crown's current board of trustees to be selected by PREIT.
Expected Financial Impact of the Crown Merger, Rouse and Multifamily
Transactions
In its March 6, 2003 announcement of the Rouse and Multifamily transactions,
PREIT provided FFO guidance of between $3.16 and $3.28 per share for calendar
year 2003. The calendar year 2003 base case has increased to $3.39 to $3.51 per
share attributable primarily to the earlier than expected closing of the first
four Rouse assets. This base case assumes the acquisition of the remaining two
Rouse properties in the second quarter of 2003 and the completion of the
multifamily sale in the beginning of the third quarter of 2003. Based on the
same assumptions, PREIT estimates calendar year 2004 FFO to be $3.62 to $3.74
per share.
For modeling purposes it has been assumed that the merger transaction will close
at the beginning of the fourth quarter of 2003 with the first full year of
combined operations in calendar year 2004. After giving effect to a one-time
restructuring charge of approximately $6.75 million, or $.30 per share, PREIT
estimates FFO for the calendar year 2003 to be $3.34 to $3.46 per share.
Assuming completion of the merger, PREIT expects $0.64 per share of FFO
accretion in 2004 compared to the base case and estimates calendar year 2004 FFO
to be $4.26 to $4.38 per share.
Assets Acquired
The Crown portfolio consists of 26 wholly owned regional malls and a 50%
interest in Palmer Park Mall located in Easton, PA. PREIT manages and owns the
remaining 50% interest in Palmer Park Mall. As of December 31, 2002, these
assets had an in-line occupancy rate of approximately 89.1% with in-line store
sales volume of $274 per square foot. PREIT underwrote the Crown acquisition to
generate an unleveraged return of approximately 10.2% on cost based on 2003
anticipated net operating income.
Following the merger, PREIT intends to place six of the Crown assets in a
special purpose entity designed to facilitate their repositioning and
disposition. As of December 31, 2002, these non-core assets had an in-line
occupancy rate of approximately 72.6% with in-line sales volume of $218 per
square foot. The remaining 20 core assets had an in-line occupancy rate of
approximately 90.5% with in-line sales volume of $285 per square foot as of
December 31, 2002.
PREIT's regional mall portfolio, prior to the completion of the Rouse portfolio
acquisition, included four wholly-owned regional malls and four interests in
regional malls held by joint ventures. As of December 31, 2002, these assets had
an in-line occupancy rate of approximately 89.9% with in-line sales volume of
$358 per square foot. In addition, the PREIT retail portfolio includes eight
wholly owned strip and power centers and interests in six strip and power
centers held by joint ventures. These assets had in-line occupancy rates of
approximately 96.9% for the power center portfolio and 91.4% for the strip
center portfolio as of December 31, 2002.
Following the merger, and assuming the completion of the Rouse portfolio
acquisition, the regional mall portfolio of the combined Company will include 37
wholly owned regional malls and three interests in regional malls held by joint
ventures. As of December 31, 2002, these assets had an in-line occupancy rate of
approximately 90.6% with in-line store sales volume of $303 per square foot.
In connection with the merger, PREIT will receive from Crown Investments Trust
(an entity owned by Mark Pasquerilla) 16 unimproved land parcels comprising
approximately 92 acres adjacent to three of Crown's regional malls in exchange
for the transfer of ownership of Crown's headquarters building located in
Johnstown, Pennsylvania, to Crown Investments Trust.
As previously reported, Crown, as part of its restructuring, recently sold its
two weakest performing assets: Oak Ridge Mall in Oak Ridge, TN and Carlisle
Plaza Mall, in Carlisle, PA.
PREIT CEO Rubin Comments
Ronald Rubin, PREIT chairman and chief executive officer, said, "The merger with
Crown will be an important step in the strategic transformation of our company
from a diversified REIT to an enterprise with a single focus on becoming a
leading owner of value-oriented retail properties in the Mid-Atlantic states.
The concentration of our portfolio in our home market, the Mid-Atlantic region,
will further enhance our relationships with today's most dynamic retailers. We
have a long track record in repositioning middle market malls. These are exactly
the kind of properties that we understand. They come with many value-creation
opportunities where we can use our leasing and redevelopment expertise. We seek
this type of opportunity and we are excited about the growth and value-creation
potential in the Crown portfolio."
Crown CEO Pasquerilla Comments
Mark Pasquerilla, Crown chairman and chief executive officer, said, "We are
pleased to merge with a company the caliber of PREIT. We believe that PREIT's
demonstrated ability to create value in middle-market retail properties will
enhance the value of our portfolio and create strong future performance for our
shareholders. Combining our portfolios in shared markets creates many
operational synergies and enables the shareholders of both companies to benefit
from a larger, more liquid platform with better access to capital. This presents
a win-win opportunity for both companies."
Capital Structure
As part of the transaction, PREIT expects to assume Crown's mortgage debt which
as of March 31, 2003, aggregated $619.1 million, of which approximately $589.1
million was fixed rate with a weighted average interest rate of 7.4%. Included
in the mortgage debt as of March 31, 2003 was a $449 million first mortgage loan
secured by a portfolio of 15 Crown properties. This mortgage has an annual
interest rate of 7.5% and a maturity of September 2008. In addition to its
mortgage debt, Crown has a $175 million line of credit facility with GECC of
which $153 million was available and $139.5 million was outstanding as of March
31, 2003. PREIT currently expects to repay Crown's GECC line of credit with
proceeds from additional debt financing which it is currently negotiating with
prospective lenders together with additional borrowings under PREIT's existing
line of credit.
In accordance with GAAP, PREIT expects to record Crown's debt at a premium to
the current principal balance of the loans. The premium will be based on the
level of interest rates at the time of closing and would approximate $49 million
in the aggregate based on the current level of interest rates. The premium
associated with each affected loan will be amortized over such loan's remaining
term resulting in an offset to interest expense. Based on the $49 million
estimate, this amortization of debt premium from the Crown transaction would be
$0.07 per share for the fourth quarter 2003 and $0.29 per share for calendar
year 2004.
PREIT will issue in the merger new preferred shares to the current holders of
Crown's non-convertible senior preferred shares. The terms of the new PREIT
preferred shares will be substantially the same as the existing Crown preferred
shares. There are currently 2.475 million preferred shares outstanding. This
issue has an annual dividend of $5.50 per share, or 11.0% based on its $50.00
par value; it is callable at a premium beginning in July, 2007 and at par
beginning in July, 2010.
As of March 31, 2003, PREIT had 16.8 million common shares outstanding and 1.8
million OP units. Crown has 32.1 million common shares outstanding and 10.0
million OP units. Assuming all Crown shares and units are exchanged at the
stated exchange ratios and the Rouse acquisition is completed, PREIT expects to
have approximately 28.3 million common shares and 4.1 million OP units
outstanding immediately after the merger.
Integration
PREIT has retained the services of Generative Leadership Group and
PricewaterhouseCoopers, LLP to assist PREIT with the integration of the Crown
assets and personnel. The integration consultants are advising PREIT on
organizational structure, personnel evaluation, systems and processes upgrades,
change management and communication. It is anticipated that the operations of
the combined company will be headquartered in Philadelphia, PA, and that
operations and finance functions will be maintained at Crown offices in
Johnstown, PA at least through the first quarter of 2004.
Settlement of Crown Cash Flow Support Agreement
In consideration for the termination of obligations to make any further
contributions to Crown's Operating Partnership and to terminate all of the
remaining cash flow support obligations of Crown Investments to Crown, Crown
Investments' ownership in Crown's operating partnership was reduced in an amount
equal to 500,000 common partnership units. In connection with the previously
announced sale of Oak Ridge Mall to Crown Investments, Crown Investments'
ownership in Crown's Operating Partnership was reduced by an aggregate amount
equal to 3,759,794 common partnership units. As a result of these reductions,
PREIT will issue 0.2053 PREIT OP units for each outstanding Crown OP unit, all
of which, other than those issued to Crown, are currently held by Crown
Investments and another entity affiliated with Mark Pasquerilla.
Schedule of Events
The merger is expected to close in the fourth quarter of 2003 and is subject to
shareholder approval by the common shareholders of both companies and other
customary closing conditions, including consents of certain lenders of both
parties. Crown insiders, including Mark Pasquerilla, who hold or control
approximately 9.3% of Crown's outstanding shares, have agreed to vote in favor
of the merger.
Financial Advisors
Lehman Brothers Inc. and Citigroup Global Markets Inc. served as financial
advisors to PREIT. Wachovia Securities, Inc. served as exclusive financial
advisor to Crown.
Recent Events
On April 29, 2003, PREIT announced that it had completed the acquisition of the
first four of the Rouse assets including Cherry Hill Mall, Moorestown Mall, The
Gallery at Market East and Exton Square Mall. The properties acquired in this
closing total approximately 3.6 million square feet with an aggregate purchase
price of $469 million. The remaining two properties, Plymouth Meeting Mall and
Echelon Mall, with approximately 2.0 million square feet and a purchase price of
$79 million, subject to certain adjustments based upon the date of closing, are
expected to be acquired prior to the end of this quarter.
PREIT is financing the acquisition of the Rouse portfolio through a combination
of the assumption of $277 million of existing non-recourse mortgage debt, the
issuance of $35 million of OP units, a $175 million term acquisition loan and
$61 million from the anticipated refinancing of PREIT portfolio assets. PREIT
obtained the $175 million acquisition term loan and a $25 million revolving line
of credit from Wells Fargo Bank. It is intended that any net proceeds from the
sale of its multifamily portfolio will be applied to repay the Wells Fargo
loans. Approximately $17.8 million of the OP units are expected to be issued in
the second quarter of 2004.
On April 10, 2003 PREIT announced that an affiliate of Morgan Properties had
secured and accepted debt and equity financing commitments in the full amount
necessary to close the purchase of the multifamily portfolio. PREIT filed the
second amendment to the sale agreement for the multifamily property as an
exhibit to its Form 8-K filed on April 10, 2003 with the Securities and Exchange
Commission. The sale of the multifamily properties is subject to requisite
consents and other conditions.
Conference Call and Presentation Information
Management of both companies have scheduled a joint conference call for 10:00
a.m. Eastern Daylight Time on May 14, 2003 to discuss the merger transaction in
more detail. To listen to the call, please dial (877) 692-2590 in the U.S. and
(973) 582-2745 internationally at least five minutes before the scheduled start
time. Investors can also access the call in a `listen only' mode via the
Internet on PREIT's website, www.preit.com and Crown's website,
www.crownamerican.com. Please allow extra time prior to the call to visit the
site and download the necessary software to listen to the Internet broadcast.
A presentation with additional details is available on PREIT's web site at
www.preit.com. The online archive of the presentation will be available until
May 28, 2003.
For individuals unable to join the conference call, a replay of the call will be
available May 15, 2003 through May 29, 2003 at (877) 519-4471 (Passcode:
3933531). The online archive of the webcast will be available over the same time
period.
About Pennsylvania Real Estate Investment Trust
Pennsylvania Real Estate Investment Trust, founded in 1960 and one of the first
equity REITs in the U.S., has a primary investment focus on retail shopping
malls and power centers (approximately 15.4 million square feet) located in the
eastern United States. PREIT's portfolio currently consists of 49 properties in
10 states. PREIT's portfolio includes 19 apartment communities (approximately
7,242 units) that are held for sale, 12 shopping malls, 14 strip and power
centers and 4 industrial properties. In addition, there are 2 retail properties
under development, which PREIT expects will add approximately 0.8 million square
feet to its portfolio. PREIT is headquartered in Philadelphia, Pennsylvania.
PREIT's corporate web site can be found at www.preit.com.
About Crown American Realty Trust
Crown American Realty Trust is an equity real estate investment trust (REIT)
that, through various affiliates and subsidiaries owns, acquires, operates and
develops regional shopping malls in Pennsylvania, Maryland, West Virginia,
Virginia, New Jersey, Wisconsin, North Carolina, Tennessee, Alabama and Georgia.
The current portfolio includes enclosed regional malls aggregating more than 16
million square feet. Crown American is listed on the New York Stock Exchange
under the symbol CWN and is headquartered in Johnstown, Pennsylvania. Crown's
corporate web site can be found at www.crownamerican.com.
* * *
In connection with the proposed merger between PREIT and Crown American Realty
Trust referenced in this press release, PREIT and Crown American Realty Trust
intend to file a registration statement on Form S-4 including a joint proxy
statement/prospectus and other materials with the Securities and Exchange
Commission. SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain a free copy of these materials when they become
available, as well as other materials filed with the Securities and Exchange
Commission concerning PREIT and Crown American Realty Trust at, the Securities
and Exchange Commission's website at http://www.sec.gov. In addition, these
materials and other documents filed by PREIT may be obtained for free by
directing a request to Pennsylvania Real Estate Investment Trust at The
Bellevue, 200 S. Broad Street, Philadelphia, PA 19102; Attn: Investor Relations.
In addition, these materials and other documents filed by Crown American Realty
Trust may be obtained for free by directing a request to Crown American Realty
Trust at Pasquerilla Plaza, Johnstown, Pennsylvania 15901; Attn: Investor
Relations.
PREIT and Crown American Realty Trust, and their respective trustees and
executive officers and other members of their management and employees, may be
deemed to be participants in the solicitation of proxies from the shareholders
of PREIT and Crown American Realty Trust in connection with the merger.
Information about the trustees and executive officers of PREIT and their
ownership of PREIT shares is set forth in the proxy statement for PREIT's 2003
Annual Meeting of Shareholders, which was filed with the Securities and Exchange
Commission on April 30, 2003. Information about the trustees and executive
officers of Crown American Realty Trust and their ownership of Crown American
Realty Trust stock is set forth in the Crown American Realty Trust's Annual
Report on Form 10-K and the amendment to its Form 10-K filed with the Securities
and Exchange Commission on March 31, 2003 and April 22, 2003, respectively.
Investors may obtain additional information regarding the interests of such
participants by reading the joint proxy statement/prospectus when it becomes
available.
A registration statement relating to PREIT securities to be issued in the merger
of Crown into PREIT has not been filed with the Securities and Exchange
Commission. The securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective. This press
release shall not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
This press release contains 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 and Crown's current views about
future events and are subject to risks, uncertainties, assumptions and changes
in circumstances that may cause future events, achievements or results to differ
materially from those expressed by the forward-looking statements. In
particular, PREIT and Crown may not be able to consummate the merger, or PREIT
may not be able to consummate the sale of its multifamily portfolio, or the
acquisition of Echelon Mall and Plymouth Meeting Mall from the Rouse Company on
previously announced terms, on otherwise favorable terms to PREIT, or at all. If
such transactions are consummated, PREIT's and Crown's actual results may differ
significantly from those expressed in any forward-looking statement. If PREIT is
unable to consummate the sale of the multifamily portfolio, it will be unable to
repay the acquisition loan obtained in connection with the acquisition of the
malls from the Rouse Company with the expected proceeds from such sale. Certain
factors that could cause PREIT and Crown not to consummate the merger or such
other transactions include, without limitation, failure of the requisite number
of PREIT and Crown shareholders to approve the merger, the satisfaction of
closing conditions applicable to such transactions (some of which are beyond
PREIT's or Crown's control), and other economic, business or competitive
factors. In addition, PREIT's and Crown's businesses are subject to
uncertainties regarding the revenues, operating expenses, leasing activities,
occupancy rates, and other competitive factors relating to PREIT's and Crown's
respective portfolios and changes in local market conditions as well as general
economic, financial and political conditions, including the possibility of
outbreak or escalation of war or terrorist attacks, any of which may cause
future events, achievements or results to differ materially from those expressed
by the forward-looking statements. PREIT and Crown do not intend to and disclaim
any duty or obligation to update or revise any forward-looking statements or
industry information set forth in this press release to reflect new information,
future events or otherwise.
Pennsylvania Real Estate Investment Trust
Property Information
EXHIBIT I
as of 12/31/02
------------------------------------------------------------------------------------------------------------------------------------
%
Total Owned Occupied Lease Last
Total GLA GLA In-Line Sales Expiration Date Reno-
Mall Name (in thousands) (in thousands) (1) per SF Major Tenants (2) Built vated
-----------------------------------------------------------------------------------------------------------------------------------
Capital City Mall 609,825 489,664 98.0% $ 329 Sears 2004 1974
Camp Hill, PA JC Penney's 2010
Hecht's N/A
-----------------------------------------------------------------------------------------------------------------------------------
Chambersburg Mall 454,576 454,576 93.8% $ 225 Bon Ton 2005 1982
Chambersburg, PA Value City 2007
Sears 2010
JC Penney's 2012
-----------------------------------------------------------------------------------------------------------------------------------
Crossroads Mall 448,208 448,208 88.7% $ 267 JC Penney's 2006 1981
Mount Hope, WV Sears 2006
Belk Rhodes 2008
-----------------------------------------------------------------------------------------------------------------------------------
Francis Scott Key Mall 706,346 567,016 95.9% $ 256 JC Penney's 2006 1978
Frederick, MD Sears 2008
Value City 2010
Hecht's N/A
-----------------------------------------------------------------------------------------------------------------------------------
Jacksonville Mall 414,248 414,248 99.8% $ 303 JC Penney's 2005 1981
Jacksonville, NC Belk Rhodes 2011
Sears 2011
-----------------------------------------------------------------------------------------------------------------------------------
Logan Valley Mall 783,012 783,012 93.0% $ 291 Kaufmann's 2005 1965 1995-96
Altoona, PA Sears 2016
JC Penney's 2017
-----------------------------------------------------------------------------------------------------------------------------------
Lycoming Mall 794,638 674,900 86.0% $ 231 JC Penney's 2005 1978 1990
Pennsdale, PA Bon Ton 2006
Sears 2008
Value City 2008
Kaufmann's N/A
-----------------------------------------------------------------------------------------------------------------------------------
Martinsburg Mall 556,400 556,400 78.6% $ 233 JC Penney's 2011 1991
Martinsburg, WV Sears 2011
Wal-Mart 2011
Bon Ton 2012
-----------------------------------------------------------------------------------------------------------------------------------
New River Valley Mall 428,602 428,602 84.6% $ 234 Belk Rhodes 2008 1988
Christiansburg, VA JC Penney's 2008
Sears 2008
Peebles 2009
-----------------------------------------------------------------------------------------------------------------------------------
Nittany Mall 531,395 436,629 88.2% $ 255 Bon Ton 2008 1968 1991
State College, PA JC Penney's 2005
Sears 2005
Kaufmann's N/A
-----------------------------------------------------------------------------------------------------------------------------------
North Hanover Mall 450,096 450,096 89.0% $ 238 JC Penney's 2006 1967
Hanover, PA Sears 2004
Bon Ton 2006
-----------------------------------------------------------------------------------------------------------------------------------
Palmer Park Mall (3) 447,397 447,397 85.3% $ 329 BonTon 2014 1972 1998
Easton, PA Boscov's 2018
-----------------------------------------------------------------------------------------------------------------------------------
Pennsylvania Real Estate Investment Trust
Property Information
EXHIBIT I
as of 12/31/02
------------------------------------------------------------------------------------------------------------------------------------
%
Total Owned Occupied Lease Last
Total GLA GLA In-Line Sales Expiration Date Reno-
Mall Name (in thousands) (in thousands) (1) per SF Major Tenants (2) Built vated
-----------------------------------------------------------------------------------------------------------------------------------
Patrick Henry Mall 642,295 502,295 97.7% $ 380 Dillard's 2008 1987
Newport News, PA Dillard's 2013
JC Penney's 2015
Hecht's N/A
-----------------------------------------------------------------------------------------------------------------------------------
Phillipsburg Mall 551,898 551,898 78.9% $ 309 Sears 2009 1989
Phillipsburg, NJ Bon Ton 2010
JC Penney's 2010
-----------------------------------------------------------------------------------------------------------------------------------
South Mall 403,916 403,916 98.1% $ 298 Bon Ton 2005 1975
Allentown, PA Stein Mart 2006
-----------------------------------------------------------------------------------------------------------------------------------
Valley Mall 898,790 653,599 98.7% $ 284 JC Penney's 2009 1974 1999
Hagerstown, MD Bon Ton 2014
R/C Theaters 2020
Sears N/A
Hecht's N/A
-----------------------------------------------------------------------------------------------------------------------------------
Valley View Mall 585,784 360,239 92.2% $ 291 Dayton's N/A 1980 2001
LaCrosse, WI Herberger's N/A
JC Penney's 2005
Sears N/A
-----------------------------------------------------------------------------------------------------------------------------------
Viewmont Mall 769,238 629,437 99.0% $ 347 JC Penney's 2005 1968 1994-95
Scranton, PA Sears 2005
Kaufmann's N/A
-----------------------------------------------------------------------------------------------------------------------------------
Washington Crown Center 669,179 529,084 82.9% $ 235 Sears 2009 1969 2000
Washington, PA Bon Ton 2010
Hollywood Thearters 2019
Kaufmann's N/A
-----------------------------------------------------------------------------------------------------------------------------------
Wiregrass Commons Mall 632,930 229,767 77.9% $ 255 Dillard's N/A 1986 1999
Dothan, AL JC Penney's N/A
McRaes N/A
Parisian, Inc. N/A
-----------------------------------------------------------------------------------------------------------------------------------
Wyoming Valley Mall 908,122 788,354 93.0% $ 314 Bon Ton 2007 1971 1995
Wilkes-Barre, PA JC Penney's 2007
Kaufmann's 2007
Sears 2006
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL/AVERAGE (3) 12,686,895 10,799,337 90.5% $ 285
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL/AVERAGE of Non Core Assets 3,526,355 3,345,701 72.6% $ 218
----------------------------------------------------------------------------------
Total/AVERAGE all 16,213,250 14,145,038 86.6% $ 274
----------------------------------------------------------------------------------
(1) In line occupancy excludes temporary and seasonal tenants.
(2) The lease expiration date for tenants that own their own store is noted as
N/A.
(3) PREIT owned 50% of the property before the merger.
Pennsylvania Real Estate Investment Trust
Property Information
EXHIBIT I- continued
as of 12/31/02
------------------------------------------------------------------------------------------------------------------------------------
%
Total Owned Occupied Lease Last
Total GLA GLA In-Line Sales Expiration Date Reno-
Mall Name (in thousands) (in thousands) (1) per SF Major Tenants (2) Built vated
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Non Core Assets
-----------------------------------------------------------------------------------------------------------------------------------
Bradley Square 406,522 406,552 67.5% $ 223 Sears 2005 1991
Cleveland, TN JC Penney's 2006
Proffitt's 2006
Kmart 2012
-----------------------------------------------------------------------------------------------------------------------------------
Mount Berry Square 478,679 478,679 73.3% $ 246 JC Penney's 2006 1991
Rome, GA Belk Rhodes 2011
Sears 2011
Proffitt's 2012
-----------------------------------------------------------------------------------------------------------------------------------
Schuylkill Mall 727,091 666,175 64.5% $ 183 Kmart 2005 1980
Frackville, PA Sears 2005
Bon Ton 2032
Black Diamond
Antiques -
-----------------------------------------------------------------------------------------------------------------------------------
Shenango Valley Mall 513,483 513,483 77.5% $ 258 JC Penney's 2004 1967 1995
Sharon, PA Sears 2005
Kaufmann's 2006
-----------------------------------------------------------------------------------------------------------------------------------
Uniontown Mall 696,432 696,432 78.6% $ 244 Value City 2007 1969 1989
Uniontown, PA Sears 2008
Roomful Express
Furniture 2005
JC Penney's 2005
Teletech 2005
Bon Ton 2006
-----------------------------------------------------------------------------------------------------------------------------------
West Manchester Mall 704,148 584,380 75.8% $ 182 Bon Ton 2007 1981 1995
York, PA Value City 2011
Wal-Mart 2014
Hecht's N/A
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL/AVERAGE of Non Core Assets 3,526,355 3,345,701 72.6% $ 218
-----------------------------------------------------------------------------------------------------------------------------------
Total/AVERAGE all 16,213,250 14,145,038 86.6% $ 274
-----------------------------------------------------------------------------------------------------------------------------------
(1) In line occupancy excludes temporary and seasonal tenants.
(2) The lease expiration date for tenants that own their own store is noted as
N/A.