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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
NOVEMBER 5, 2002
Date of Report (Date of earliest event reported)
CENTER TRUST, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 1-12588 95-4444963
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification
of Incorporation) Number)
3500 SEPULVEDA BOULEVARD, 90266
MANHATTAN BEACH, CA (Zip Code)
(Address of principal
executive offices)
(310) 546-4520
(Registrant's telephone number, including area code)
N/A
(Former Name of Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On November 5, 2002, Center Trust, Inc., a Maryland corporation ("Center
Trust"), Pan Pacific Retail Properties, Inc., a Maryland corporation ("Pan
Pacific"), and MB Acquisition, Inc., a Maryland corporation and a wholly-owned
subsidiary of Pan Pacific ("Merger Sub"), entered into an Agreement and Plan of
Merger (the "Merger Agreement"). Pursuant to the Merger Agreement and subject to
the conditions set forth therein, Center Trust will be merged with and into
Merger Sub (the "Merger") and Center Trust will continue as the surviving
corporation as a wholly-owned subsidiary of Pan Pacific. In connection with the
Merger, each share of common stock of Center Trust issued and outstanding
immediately prior to the Effective Time (as defined in the Merger Agreement)
will be converted into and represent the right to receive 0.218 shares of common
stock of Pan Pacific. The Merger is intended to be a tax-free reorganization
under Section 368(a) of the Internal Revenue Code of 1986, as amended.
Concurrently with the execution of the Merger Agreement, certain executive
officers of Center Trust, Edward D. Fox, Jr., the Chief Executive Officer,
Stuart J.S. Gulland, the Chief Operating Officer, and Edward A. Stokx, the Chief
Financial Officer, who collectively own 3.93% of the outstanding common stock of
Center Trust, and Pan Pacific have entered into a Stockholder Voting Agreement
("Officer Voting Agreement"), pursuant to which such executive officers have
agreed, among other things, to vote the 1,096,017 shares of Center Trust common
stock currently owned by them (representing 3.93% of the shares outstanding as
of November 5, 2002) and any shares subsequently acquired by them, in favor of
the Merger. Also, in connection with the execution of the Merger Agreement,
Lazard Freres Real Estate Investors, L.L.C., a New York limited liability
company ("Lazard"), LF Strategic Realty Investors L.P., a Delaware limited
partnership ("LF Investors"), Prometheus Western Retail Trust, a Maryland real
estate investment trust ("Prometheus"), Prometheus Western Retail, L.L.C., a
Delaware limited liability company ("Prometheus LLC," together with Lazard, LF
Investors and Prometheus, the "Lazard Entities"), and Pan Pacific entered into a
Stockholders Voting Agreement (the "Lazard Voting Agreement"), pursuant to which
the Lazard Entities have agreed, among other things, to vote 13,405,660 of their
shares of Center Trust common stock (representing 48.07% of the shares
outstanding in favor of the Merger). The Lazard Voting Agreement does not apply
to 2,261,006 shares of Center Trust common stock currently owned by the Lazard
Entities.
The consummation of the Merger is subject to, among other conditions set
forth in the Merger Agreement, the approval of the stockholders of Center Trust
by the affirmative vote of two-thirds of the outstanding shares of common stock
of Center Trust.
The foregoing description and the transactions contemplated thereby are
qualified in their entirety by reference to the Merger Agreement, which is
included as Exhibit 2.1 to this Report and incorporated herein by reference. On
November 6, 2002, Pan Pacific and Center Trust issued a joint press release
regarding the Merger and the execution of the Merger Agreement. The joint press
release is included as Exhibit 99.1 to this Report and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Exhibit Description
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2.1 Agreement and Plan of Merger, dated as of November 5, 2002, by
and among Pan Pacific Retail Properties, Inc., MB Acquisition,
Inc. and Center Trust, Inc.
99.1 Press release, dated November 6, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTER TRUST, INC.
Date: November 7, 2002 By: /s/ EDWARD A. STOKX
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Name: Edward A. Stokx
Title: Chief Financial Officer and
Secretary
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
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2.1 Agreement and Plan of Merger, dated as of November 5, 2002, by
and among Pan Pacific Retail Properties, Inc., MB Acquisition,
Inc. and Center Trust, Inc.
99.1 Press release, dated November 6, 2002.