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
Pennsylvania Real Estate Investment Trust ("PREIT") filed a Current Report on
Form 8-K today, with respect to Item 5 disclosures thereunder relating to its
acquisition of Crown American Realty Trust ("Crown"). The Current Report on Form
8-K contained the following description:
On May 14, 2003, Pennsylvania Real Estate Investment Trust ("PREIT")
and Crown American Realty Trust ("Crown") jointly announced that PREIT, PREIT
Associates, L.P., a limited partnership of which PREIT is the sole general
partner ("PALP"), Crown and Crown American Properties, L.P., a limited
partnership of which Crown is the sole general partner ("CAP"), had entered into
an Agreement and Plan of Merger, dated as of May 13, 2003. The merger agreement
provides for the merger of Crown with and into PREIT.
In the merger, holders of Crown common shares will receive 0.3589 of a
PREIT common share for each Crown common share in a tax-free, share-for-share
transaction. The exchange ratio is not subject to change and there is no
"collar" or minimum trading price for the shares. As of May 9, 2003, there were
32,077,961 Crown common shares outstanding. In the merger, holders of Crown
preferred shares will receive one newly-created PREIT 11% non-convertible senior
preferred share for each Crown preferred share. The PREIT preferred shares
issued in the merger will have rights, preferences, privileges, qualifications,
limitations and restrictions substantially the same as those of the existing
Crown preferred shares. As of May 9, 2003, there were 2,475,000 Crown preferred
shares outstanding. Each outstanding option and warrant to purchase Crown common
shares or CAP limited partnership units will be automatically converted in the
merger into a replacement option or warrant to purchase a number of PREIT common
shares equal to the number of Crown common shares or CAP limited partnership
units that could have been purchased under such Crown option or warrant
multiplied by the merger exchange ratio. The exercise price of each such
replacement option and warrant will be equal to the exercise price of the
original option or warrant divided by the merger exchange ratio. As of May 9,
2003, there were outstanding options to purchase an aggregate of 120,000 Crown
common shares and 1,344,700 CAP limited partnership units and a warrant to
purchase 100,000 Crown common shares.
In connection with the execution of the merger agreement, Crown and CAP
entered into a distribution agreement, PREIT and PALP entered into a
contribution agreement and CAP and PALP entered into a contribution agreement,
each dated as of May 13, 2003. The distribution agreement provides for the
distribution by CAP to Crown, one business day before the closing of the merger,
of Crown's proportionate interest in all of CAP's assets and substantially all
of CAP's liabilities (the "Distributed Share") in complete liquidation of
Crown's partnership interests in CAP (including its general partner interest).
The PREIT contribution agreement provides for the contribution by PREIT to PALP,
immediately after the closing of the merger, of the Distributed Share (to which
PREIT will succeed in the merger) in exchange for units of limited partnership
interest in PALP ("PALP OP Units"). The CAP contribution agreement provides for
the contribution by CAP to PALP, immediately after the closing of the merger, of
the remaining interest in all of CAP's assets (excluding a portion of CAP's
interest in two partnerships) and substantially all of CAP's liabilities in
exchange for PALP OP Units. The retained interest in those two partnerships (the
"Retained Interest") will be subject to a put-call arrangement between CAP and
PALP, pursuant to which PALP will have the right to require CAP to contribute
the Retained Interest to PALP following the 36th month after the closing of the
merger and CAP will have the right to contribute the Retained Interest to PALP
following the 40th month after the closing of the merger, in each case in
exchange for additional PALP OP Units.
Under the contribution agreement between PREIT and PALP, PREIT will
receive a number of PALP OP Units equal to the number of PREIT common shares
issued in the merger and 2,475,000 newly-created senior preferred units of PALP,
which corresponds to the number of PREIT preferred shares issued in the merger.
Under the contribution agreement between CAP and PALP, CAP will receive
approximately 0.2053 of a PALP OP Unit for each CAP limited partnership unit
that remains outstanding following the Crown distribution transaction. A portion
of the PALP OP Units issuable in that contribution transaction will be allocated
to the Retained Interest and, accordingly, will not be issued until exercise of
the put or call described above.
Also in connection with the execution of the merger agreement, CAP and
Crown Investments Trust ("CIT"), an entity indirectly wholly-owned by Mark
Pasquerilla, Crown's chairman and chief executive officer, entered into an
Agreement of Exchange, dated as of May 13, 2003. The exchange agreement provides
that, prior to the closing of the merger and the related transactions, CAP will
transfer Pasquerilla Plaza in Johnstown, Pennsylvania, where Crown currently
maintains its executive offices, to CIT in exchange for 16 unimproved parcels of
property adjacent to three of Crown's malls. PREIT expects to enter into a lease
with CIT with respect to certain space in Pasquerilla Plaza on a temporary basis
following the closing of the merger if PREIT determines that it requires such
space in connection with its post-closing transition activities.
In connection with the merger, PREIT expects to assume Crown's mortgage
debt, which as of March 31, 2003 aggregated approximately $619.1 million. In
addition, PREIT currently expects to repay Crown's $175 million line of credit
facility with GE Capital Corporation, under which $139.5 million was outstanding
as of March 31, 2003, 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.
The parties anticipate that the merger and the related transactions
will close during the fourth quarter of 2003. At closing, PREIT expects to
recognize a one-time restructuring charge of approximately $6.75 million. The
merger and the related transactions are subject to customary closing conditions,
including the approval of the merger by (1) the common shareholders of PREIT and
certain partners of PALP (voting together as a single class), (2) the common
shareholders of Crown and (3) CIT and Crown American Investment Company, as
limited partners of CAP (voting separately from the common shareholders of
Crown). In connection with the execution of the merger agreement, Mr.
Pasquerilla and certain of his affiliates (collectively, the "Pasquerilla
Group") and the trustees and executive officers of Crown have agreed, among
other things, to vote their Crown common shares and CAP limited partnership
interests held at the time of the vote to approve the merger. In addition, the
trustees and executive officers of PREIT have agreed, among other things, to
vote their PREIT common shares and PALP OP Units held at the time of the vote to
approve the merger. Following the effectiveness of the merger, Mr. Pasquerilla
and another member of Crown's board of trustees to be selected by PREIT will
become trustees of PREIT.
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Also in connection with the execution of the merger agreement, the cash
flow support obligations of the Pasquerilla Group to Crown and CAP were
terminated in consideration for a reduction in the Pasquerilla Group's economic
interest in CAP. In addition, the Pasquerilla Group entered into an
indemnification agreement with PREIT and PALP, dated as of May 13, 2003, whereby
the Pasquerilla Group agreed to indemnify PREIT and PALP for certain liabilities
that PREIT and PALP may incur as a result of various transactions among Mr.
Pasquerilla and his affiliates, on the one hand, and Crown and CAP, on the other
hand. The indemnification agreement also provides for certain participation
rights for PREIT in any net proceeds received by an affiliate of Mr. Pasquerilla
upon the resale of Oak Ridge Mall or Pasquerilla Plaza in excess of specified
amounts within specified time periods.
The merger agreement provides for PREIT and PALP to enter into a tax
protection agreement with the members of the Pasquerilla Group in connection
with the merger covering certain matters with respect to the properties to be
acquired from Crown and CAP, certain indebtedness of PALP and certain other tax
matters. Under this agreement, PALP will agree not to sell or otherwise transfer
certain properties acquired from Crown or CAP in a taxable exchange for eight
years following the merger, unless PALP compensates the members of the
Pasquerilla Group for certain adverse tax consequences resulting from that sale
or transfer. In addition, PALP will agree to other covenants designed to protect
the members of the Pasquerilla Group from certain other adverse tax
consequences.
The merger agreement also provides for the members of the Pasquerilla
Group to enter into several additional agreements with PREIT and PALP in
connection with the closing of the merger. These agreements include (1) a
shareholder agreement, under which the members of the Pasquerilla Group will
agree that, for a period of five years and nine months following the
effectiveness of the merger, if any of them transfer the PREIT common shares
received by them in connection with the merger or the related transactions other
than in accordance with the terms of the shareholder agreement, they will
forfeit a portion of their rights under the tax protection agreement or, in
certain circumstances, Mr. Pasquerilla can elect to surrender his seat on
PREIT's board of trustees in lieu of forfeiting a portion of the rights under
the tax protection agreement; (2) a registration rights agreement, under which
PREIT will grant to the members of the Pasquerilla Group certain registration
rights in respect of the PREIT common shares received by them in connection with
the merger and the related transactions; (3) a standstill agreement, under which
the members of the Pasquerilla Group will agree to certain restrictions on their
ability to acquire additional securities of PREIT or otherwise seek, alone or
together with others, to acquire control of the board of trustees of PREIT,
which restrictions will remain in place until the later of the eighth
anniversary of the closing or such time as Mr. Pasquerilla no longer serves as a
trustee of PREIT; and (4) a non-competition agreement, under which the members
of the Pasquerilla Group will agree that, for a period of eight years following
the closing, they will not engage in certain activities that would be
competitive with PREIT, solicit PREIT's employees or induce PREIT's business
contacts to curtail or terminate their business relationship with PREIT.
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The foregoing description of the merger, the related transactions and
the merger agreement and other related agreements is qualified in its entirety
by reference to the merger agreement and other related agreements attached as
Exhibits 2.1 through 2.11 and 99.1 through 99.5 hereto, each of which is
incorporated herein by reference.
In connection with the proposed merger between PREIT and Crown
referenced in this report, PREIT and Crown 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, 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 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, 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 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 and their ownership of Crown
shares is set forth in Crown'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.
This report 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 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 may not be able to consummate the merger. Certain factors that
could cause PREIT not to consummate the merger include, without limitation,
failure of the requisite number of PREIT and Crown shareholders to approve the
merger, the satisfaction of closing conditions applicable to the merger (some of
which are beyond PREIT's control), and other economic or business 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 does not intend to and disclaims any duty or obligation to
update or revise any forward-looking statements or industry information set
forth in this report to reflect new information, future events or otherwise.
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The following exhibits relating to PREIT's acquisition of Crown were filed by
PREIT under cover of a Current Report on Form 8-K today and are incorporated by
reference into this filing:
o Agreement and Plan of Merger among Pennsylvania Real Estate Investment
Trust, PREIT Associates, L.P., Crown American Realty Trust and Crown
American Properties, L.P., dated as of May 13, 2003;
o Crown Partnership Distribution Agreement between Crown American Realty
Trust and Crown American Properties, L.P., dated as of May 13, 2003;
o PREIT Contribution Agreement between Pennsylvania Real Estate Investment
Trust and PREIT Associates, L.P., dated as of May 13, 2003;
o Crown Partnership Contribution Agreement between Crown American
Properties, L.P. and PREIT Associates, L.P., dated as of May 13, 2003;
o Agreement of Exchange between Crown Investments Trust and Crown American
Properties, L.P., dated as of May 13, 2003;
o Indemnification Agreement among Pennsylvania Real Estate Investment Trust,
PREIT Associates, L.P., Crown Investments Trust, Crown American Investment
Company, Mark E. Pasquerilla and Crown Delaware Holding Company, dated as
of May 13, 2003;
o Form of Tax Protection Agreement among Pennsylvania Real Estate Investment
Trust, PREIT Associates, L.P., Crown American Properties, L.P., Mark E.
Pasquerilla, Crown Investments Trust, Crown American Investment Company,
Crown Holding Company and Crown American Associates, which will be
executed at the effective time of the merger;
o Form of Shareholder Agreement by Mark E. Pasquerilla, Crown American
Properties, L.P., Crown Investments Trust, Crown American Investment
Company and Crown Delaware Holding Company, and acknowledged and agreed by
Pennsylvania Real Estate Investment Trust and PREIT Associates, L.P.,
which will be executed at the effective time of the merger;
o Form of Registration Rights Agreement among Pennsylvania Real Estate
Investment Trust, Mark E. Pasquerilla, Crown Investments Trust, Crown
American Investment Company, Crown Delaware Holding Company and Crown
American Properties, L.P., which will be executed at the effective time of
the merger;
o Form of Standstill Agreement among Pennsylvania Real Estate Investment
Trust, PREIT Associates, L.P., Mark E. Pasquerilla, Crown Investments
Trust, Crown American Investment Company, Crown Delaware Holding Company,
Crown Holding Company, and Crown American Properties, L.P., which will be
executed at the effective time of the merger;
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o Form of Non-Competition Agreement among Pennsylvania Real Estate
Investment Trust, PREIT Associates, L.P., Mark E. Pasquerilla, Crown
Investments Trust, Crown American Investment Company, Crown Delaware
Holding Company and Crown American Properties, L.P., which will be
executed at the effective time of the merger;
o Voting Agreement among Pennsylvania Real Estate Investment Trust, PREIT
Associates, L.P., Mark E. Pasquerilla, Crown Investments Trust and Crown
American Investment Company, dated as of May 13, 2003;
o Form of Voting Agreement among Pennsylvania Real Estate Investment Trust,
PREIT Associates, L.P. and each of the independent trustees of Crown
American Realty Trust, together with a list of the independent trustees
signatory thereto, each of whom executed such an agreement as of May 13,
2003;
o Form of Voting Agreement among Pennsylvania Real Estate Investment Trust,
PREIT Associates, L.P. and each of the non-independent trustees and
executive officers of Crown American Realty Trust, together with a list of
the non-independent trustees and executive officers signatory thereto,
each of whom executed such an agreement as of May 13, 2003;
o Form of Voting Agreement among Crown American Realty Trust, Crown American
Properties, L.P. and each of the independent trustees of Pennsylvania Real
Estate Investment Trust, together with a list of the independent trustees
signatory thereto, each of whom executed such an agreement as of May 13,
2003; and
o Form of Voting Agreement among Crown American Realty Trust, Crown American
Properties, L.P. and each of the non-independent trustees and executive
officers of Pennsylvania Real Estate Investment Trust, together with a
list of the non-independent trustees and executive officers signatory
thereto, each of whom executed such an agreement as of May 13, 2003.
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