UNITED STATES 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): February 15, 1995 PRUDENTIAL REALTY TRUST (Exact name of Registrant as specified in its charter) Massachusetts 1-8965 22-6400284 (State or other (Commission (IRS Employer jurisdiction) File Number) Identification No.) Prudential Plaza, Newark, New Jersey 07102 (Address of principal executive offices) (Zip Code) (201) 802-4302 (Registrant's Telephone Number, including area code) Item 5. Other Events Prudential Realty Trust announced that its Board of Trustees declared a dividend of $0.09 per Income Share (NYSE symbol - PRTpfd) from Distributable Cash. The dividend is payable on March 1, 1995 to Income Shareholders of record on February 21, 1995. The Trust announced a Net Loss for the quarter ended December 31, 1994 of approximately $-37,782 and Distributable Cash of approximately $1,002,150. The amount of cash available for distribution exceeded Net Income due primarily to non-cash charges for depreciation of properties. The Trust realized Net Loss per Income Share (PRTpfd) of approximately $-0.003 and Distributable Cash per Income Share (PRTpfd) of $0.09. A summary of the Trust's comparative financial results follows: Quarter Ended December 31, 1994 1993 Net loss $ -37,782 $-17,450,171 Distributable Cash $ 1,002,150 $ 445,400 Net loss per Income Share (PRTpfd) $-0.003 $-0.04 Distributable Cash per Income Share $0.09 $0.04 (PRTpfd) Twelve Months Ended December 31, 1994 1993 Net income $ 197,140 $ -18,783,321 Distributable Cash $ 3,006,450 $ 1,781,600 Net income per Income Share (PRTpfd) $0.02 $-1.69 Distributable Cash per Income Share $0.27 $ 0.16 (PRTpfd) Net income of $197,140 for 1994 was $18,980,461 greater than the net loss of $-18,783,321 for 1993. This was due primarily to the 1993 impairment loss totalling $16,985,453 on the Trust's Maple Plaza property. There is no loss on impairment for the year ended December 31, 1994. The Trust approved the engagement of J.P. Morgan Securities, Inc. to begin to solicit bids for the Shares of the Trust or its assets, in the form of cash and/or stock. This action is consistent with the Trust's finite life and originally scheduled termination. The independent appraisal of the Trust's properties estimates the total appraised value to be $73.7 million as of December 31, 1994. This reflects a 13.0% increase in market value from the December 31, 1993 appraisal estimate, attributable principally to the increased occupancy at the Trust's properties. Of the 1994 dividends paid to Income Shareholders totalling $.22 per Income Share, 31.0% is taxable as ordinary income and 69.0% is a return of capital. S I G N A T U R E Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Prudential Realty Trust (Registrant) Date: February 15, 1995 By: /s/ Joseph M. Selzer Joseph M. Selzer Vice President, Trustee, Treasurer and Principal Financial Officer - 3 -