Filed by Pennsylvania Real Estate Investment Trust
Subject Company: Crown American Realty Trust
Pursuant to Rule 425 under the Securities Act of 1933
Registration Statement File No.: 333-107902
Pennsylvania Real Estate Investment Trust
PREIT NEWS 200 South Broad Street
[Graphic Omitted] FOR RELEASE: Philadelphia, PA 19102
www.preit.com
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Phone: 215-875-0700
Fax: 215-546-7311
Toll Free: 866-875-0700
AT THE COMPANY AT KCSA PUBLIC RELATIONS WORLDWIDE
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Edward A. Glickman Todd Fromer Evan Smith, CFA
Executive Vice President and CFO (Investor Relations) (Media Relations)
(215) 875-0700 (212) 896-1215 (212) 896-1251
FOR IMMEDIATE RELEASE
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Pennsylvania Real Estate Investment Trust Announces
Shareholder Approval for Merger with Crown American Realty Trust
Shareholders Vote in Favor of 2003 Equity Incentive Plan; Elect John J. Roberts
To Board of Trustees at Special Meeting of Shareholders
PHILADELPHIA, PA, November 11, 2003 - Pennsylvania Real Estate Investment Trust
("PREIT") (NYSE: PEI) today announced shareholder approval for its merger with
Crown American Realty Trust ("Crown") (NYSE: CWN), which was first announced
publicly on May 14, 2003. The merger was approved at a Special Meeting of
Shareholders held today for shareholders of record as of September 25, 2003. In
addition, shareholders voted in favor of the Company's 2003 Equity Incentive
Plan, as amended, and Mr. John J. Roberts was elected to PREIT's board of
trustees.
PREIT noted that it was informed by Crown that its shareholders also approved
the merger at Crown's Special Meeting of Shareholders held today. The
transaction is expected to close on or before November 21, 2003. Upon completion
of the merger, PREIT will own 54 retail properties in 14 states, consisting of
40 malls and 14 power and strip centers totaling approximately 33.4 million
square feet.
About Pennsylvania Real Estate Investment Trust
Pennsylvania Real Estate Investment Trust, founded in 1960 and one of the first
equity REITs in the U.S., has a primary investment focus on retail shopping
malls and power centers (approximately 17.6 million square feet) located in the
eastern United States. PREIT's portfolio currently consists of 32 properties in
7 states. PREIT's portfolio includes 14 shopping malls, 14 strip and power
centers and four industrial properties. In addition, there are two retail
properties under development, which PREIT expects will add approximately 0.8
million square feet to its portfolio. PREIT is headquartered in Philadelphia,
Pennsylvania.
This press release 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 with Crown, or if
such transaction is consummated, PREIT's actual results may differ significantly
from those expressed in any forward-looking statement. Certain factors that
could cause PREIT not to consummate the transaction include, without limitation,
the satisfaction of closing conditions applicable to the transaction (some of
which are beyond PREIT's control). In addition, PREIT's business is subject to
uncertainties regarding the revenues, operating expenses, leasing activities,
occupancy rates, and other competitive factors relating to PREIT's portfolio and
the properties proposed to be acquired 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 press release to reflect
new information, future events or otherwise.
In connection with the proposed merger between PREIT and Crown American Realty
Trust referenced in the press release, PREIT and Crown American Realty Trust
have filed a joint proxy statement/prospectus on Form S-4 and other materials
with the Securities and Exchange Commission. SECURITY HOLDERS ARE URGED TO READ
THESE MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain a free copy of these materials, as well as other
materials filed with the Securities and Exchange Commission concerning PREIT and
Crown American Realty Trust, 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. These materials and other documents filed by
Crown American Realty Trust may be obtained for free by directing a request to
Crown American Realty at Pasquerilla Plaza, Johnstown, Pennsylvania 15901; Attn:
Investor Relations.