SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 10, 2001
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Pennsylvania Real Estate Investment Trust
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(Exact Name of Registrant as Specified in Charter)
Pennsylvania 1-6300 23-6216339
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
The Bellevue, 200 S. Broad Street, Philadelphia, Pennsylvania 19102
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 875-0700
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
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Pennsylvania Real Estate Investment Trust (the "Company") announced
today the public offering of 2,000,000 shares of beneficial interest at
a price of $23.00 per share.
The Company expects to use the net proceeds of the offering to fund its
existing development projects and other land and property acquisitions,
as well as for other working capital purposes. The Company may also use
some of the net proceeds to repay outstanding indebtedness under its
credit facility.
Item 7. Exhibits
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1.1 Underwriting Agreement, dated July 10, 2001 between the Registrant and
Lehman Brothers Inc. with respect to the issuance and sale of 2,000,000
Shares of Beneficial Interest, par value $1.00 per share, of the
Registrant (plus up to 300,000 additional Shares pursuant to a 30-day
option granted to the underwriter solely to cover over-allotments)
under Registration Statement on Form S-3 (No. 33-61115).
5.1. Opinion of Drinker Biddle & Reath LLP, counsel to the Company, as to
the legality of the Shares.
8.1 Opinion of Drinker Biddle & Reath LLP, counsel to the Company, as to
certain tax matters relating to the Shares.
12.1 Statement Regarding Computation of Ratios
23.1 Consent of Drinker Biddle & Reath LLP (contained in Exhibits 5.1 and
8.1)
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Date: July 11, 2001 By: /s/ Edward A. Glickman
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Edward A. Glickman
Chief Financial Officer
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
EXHIBIT INDEX
to
FORM 8-K
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Exhibit
Number Exhibit Description
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1.1 Underwriting Agreement, dated July 10, 2001 between the Company
and Lehman Brothers Inc.
5.1. Opinion of Drinker Biddle & Reath LLP, counsel to the Company,
as to the legality of the Shares.
8.1 Opinion of Drinker Biddle & Reath LLP, counsel to the Company,
as to certain tax matters relating to the Shares.
12.1 Statement from Arthur Andersen LLP, the Company's independent
auditors, regarding computation of the Ratio of Earnings to
Fixed Changes.
23.1 Consent of Drinker Biddle & Reath LLP (contained in Exhibits
5.1 and 8.1).
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