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Pacific Gulf Completes Merger With FountainGlen Properties and Distributes Beneficial Interests in Liquidating Trust

    NEWPORT BEACH, Calif., Aug. 24 /PRNewswire/ --
Pacific Gulf Properties Inc. (NYSE: PAG) announced today that it has completed
the merger with FountainGlen Properties, LLC.  Under the merger, each share of
Pacific Gulf common stock has been converted into the right to receive
$3.1251 in cash.  As soon as is practicable, shareholders will receive letters
of transmittal and instructions on how to deliver their shares and receive the
merger consideration.  The Pacific Gulf common stock has been delisted from
the New York Stock Exchange and therefore will no longer trade.
    Prior to the closing of the merger, Pacific Gulf also distributed
beneficial interests in the Pacific Gulf Properties Liquidating Trust.  All
holders of record of Pacific Gulf Shares or their assignees at the effective
time of the merger on August 23, 2001 have received a beneficial interest in
the Liquidating Trust.  Each shareholder has received an interest that is
proportional to the amount of common stock it held, as of the effective time,
when compared to Pacific Gulf's outstanding shares of common stock at such
time.  The beneficial interests in the Liquidating Trust are not certificated,
will not trade and will not be transferable or assignable, except by will,
intestate succession or operation of law.  The trustee of the Liquidating
Trust is Wells Fargo Bank Minnesota, National Association.
    Prior to the merger, Pacific Gulf Properties Inc. was a real estate
investment trust (REIT) 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 and financial trends that may affect the
company's future plans of operations, business strategy, growth 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, increased competition,
adverse economic trends, increasing interest rates and other factors.



SOURCE Pacific Gulf Properties Inc.




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    CONTACT:
    Donald G. Herrman, Chief Financial Officer of
    Pacific Gulf Properties Inc., +1-949-223-5000