Pacific Gulf Sets Record Date for Distributions of Beneficial Interest
In Liquidating Trust
NEWPORT BEACH, Calif., Aug. 15 /PRNewswire/ -- Pacific Gulf Properties
Inc. (NYSE: PAG) announced today that its shareholders have approved the
proposed merger with FountainGlen Properties, LLC, and approved the
appointment of Wells Fargo Bank Minnesota, National Association, as trustee of
Pacific Gulf's liquidating trust. Pacific Gulf and FountainGlen intend to
close the merger on or about August 21, 2001. Pacific Gulf intends to
establish the liquidating trust and transfer cash and its two remaining
industrial properties to the liquidating trust prior to the merger.
Pacific Gulf also announced that its board of directors set the record
date for determining those shareholders who are entitled to receive a
beneficial interest in the liquidating trust. All holders of record of
Pacific Gulf shares or their assignees on August 21, 2001, or, if later, the
effective date of the merger, will be entitled to receive a beneficial
interest in the liquidating trust. Each shareholder will receive an interest
that is proportional to the amount of common stock it holds when compared to
Pacific Gulf's outstanding shares of common stock. The beneficial interests
in the liquidating trust will not be certificated, will not trade and will not
be transferable or assignable, except by will, intestate succession or
operation of law.
The liquidating trust will be responsible for selling the assets
transferred to it and distributing the proceeds received from sales. Pacific
Gulf estimates that these assets could produce distributions of up to
$2.20 per share (which when taken together with the previously distributed
dividend of $1.15 per share totals $3.35 per share). However, any
distribution of the assets from the liquidating trust will be subject to
satisfaction of all liabilities. Accordingly, Pacific Gulf cannot give any
definitive assurances of the amount or timing of distributions from the trust,
if any. Pacific Gulf's estimate assumes no claims for indemnification are
made by FountainGlen or other parties to whom Pacific Gulf has sold, or will
sell, Pacific Gulf's other assets, assumes no future material claims against
the liquidating trust and is otherwise based on Pacific Gulf's current cash
position, management's opinion of the current market conditions for the
proposed sale of the remaining industrial properties and management's estimate
of Pacific Gulf's expenses and the expenses of the liquidating trust. These
factors could reduce or eliminate distributions from the liquidating trust,
the timing and amount of which will be determined by Wells Fargo Bank
Minnesota in its capacity as trustee.
Pacific Gulf Properties Inc. is a real estate investment trust (REIT) that
is in the process of liquidating its assets. The company is headquartered in
Newport Beach, California.
Forward-looking statements and comments in this press release are made
pursuant to the safe harbor provisions of Section 21E of the Securities
Exchange Act of 1934. Such statements relating to, among other things,
events, conditions, prospects, expectations and financial trends that may
affect the transactions discussed herein, as well as the company's future
distributions, plans of operations and financial position are not guarantees
of future performance and are necessarily subject to risks and uncertainties,
some of which are significant in scope and nature, including without
limitation, the conditions to such transactions, increased competition,
adverse economic trends, increasing interest rates, future liabilities and
other factors.
SOURCE Pacific Gulf Properties Inc.
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Company News On-Call:
http://www.prnewswire.com/gh/cnoc/comp/671475.html
CONTACT:
Donald G. Herrman, Chief Financial Officer of
Pacific Gulf Properties Inc., +1-949-223-5000
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