8-K 1 a70116e8-k.txt FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): MARCH 1, 2001 PACIFIC GULF PROPERTIES INC. -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MARYLAND 1-12546 33-0577520 ---------------------------- ------------ ------------------- (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 4220 VON KARMAN AVE, SECOND FLOOR NEWPORT BEACH, CALIFORNIA 92660-2002 ---------------------------------------- ------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 223-5000 NONE -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) 2 ITEM 5. OTHER. Filed herewith as Exhibit 99.1 is a press release issued on March 2, 2001 by Pacific Gulf Properties Inc. announcing the execution of a definitive merger agreement with FountainGlen Properties LLC, an affiliate of Prudential Real Estate Investors. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibits are filed with this report on Form 8-K: Exhibit No. Description ----------- ----------- 2.1 Agreement and Plan of Merger dated as of March 1, 2001, by and between FountainGlen Properties LLC and Pacific Gulf Properties Inc. 99.1 Press Release of Pacific Gulf Properties Inc. issued on March 2, 2001. 2 3 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. PACIFIC GULF PROPERTIES INC. Date: March 2, 2001 By: /s/ Donald G. Herrman ----------------------------- Donald G. Herrman Executive Vice President and Chief Financial Officer and Secretary 3 4 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 2.1 Agreement and Plan of Merger dated as of March 1, 2001, by and between FountainGlen Properties LLC and Pacific Gulf Properties Inc. 99.1 Press Release of Pacific Gulf Properties Inc. issued on March 2, 2001.