Exhibit 14
Dear Shareholder,
As I have mentioned to you in several recent letters, in March
1995 the Trust hired J.P. Morgan to solicit bids for the Trust's
assets to maximize the value of the Trust as the Trust approaches
it's scheduled liquidation.
I am pleased to let you know that the Trust has entered into a
definitive and binding contract for the sale of the Park 100
properties in Indianapolis, Indiana for $39,200,000. That sale,
together with the potential sales of the two other Trust
properties at prices equal to the highest cash bids received to
date, could result in a distribution to Income shareholders upon
liquidation of over $5.00 per Income share. There would be no
available distribution to Capital shareholders.
The purchaser is Security Capital Industrial Trust, a public REIT
which also owns other properties within the Park 100 complex.
Security Capital closed in excess of $700 million of industrial
real estate transactions throughout the country in 1994.
The Trust continues to evaluate bids for the Trust's Maple Plaza
and Huntington Business Campus properties. Future quarterly
shareholder letters will provide updates on our progress with all
of our sales efforts.
Prior to signing the Park 100 contract, your Board of Trustees
adopted a resolution to liquidate and terminate the Trust,
consistent with the long-standing policy and intent of the Trust.
Your Board is committed to upholding the terms of the Declaration
of Trust and will distribute the proceeds from the liquidation in
accordance with the Declaration.
The $.30 per Capital share tender offer by Black Bear Realty,
managed by Richard Osborne, contains conditions which, if unmet,
permit Black Bear to withdraw the offer. Both the Park 100 sales
contract and the Board Resolution to liquidate the Trust may
result in a withdrawal of Osborne's offer. However, if the
tender continues and Osborne is successful in replacing the
Board, any attempt to prevent the liquidation that has now been
set in motion should require a 75% vote of Income and Capital
shares, each voting separately as a class.
A more detailed description of the Board's actions, the sales
contract, the liquidation resolution, and other important
considerations are set forth in Amendment No. 1 to the
Solicitation/Recommendation Statement on Schedule 14D-9, which is
enclosed for your review.
If you have any questions, please call Georgeson & Company, Inc.,
who has been retained by the Trust to assist with shareholder
communications at (800) 223-2064.
Sincerely Yours,
Jeffrey L. Danker
President June 8, 1995
IMPORTANT
WITHDRAW YOUR PRUDENTIAL REALTY TRUST CAPITAL SHARES
If your Capital Shares are held by a brokerage firm or bank,
only your broker or bank can withdraw them. Please call your
broker or banker to instruct them to effect the withdrawal
on your behalf.
If you have tendered your Capital Shares to Black Bear
Realty, Ltd. and wish to withdraw them, please use the
enclosed form. If you need help or have questions, call
Georgeson & Company, Inc. toll-free at (800) 223-2064. They
will be pleased to assist you in getting back your Capital
Shares.
WITHDRAWAL OF CAPITAL SHARES OF
BENEFICIAL INTEREST OF PRUDENTIAL REALTY TRUST
TENDERED TO BLACK BEAR REALTY, LTD.
To: IBJ Schroder Bank & Trust Company, Depositary:
Please withdraw ______________________ capital shares of beneficial interest
(number of capital shares)
of Prudential Realty Trust representing all capital shares tendered pursuant
to the Offer to Purchase, dated May 17, 1995, of Black Bear Realty, Ltd.,
by the undersigned and return the certificate(s) representing such capital
shares to the address(es) of the undersigned as recorded on the Letter of
Transmittal which accompanied the tendered capital shares.
____________, 1995 __________________________ _________________________
Today's date Print Name(s) of Tendering Signature(s) of Tendering
Shareholder(s) Shareholder(s)
__________________________ _________________________
Print Name(s) of Tendering Signature(s) of Tendering
Shareholder(s) Shareholder(s)
____________ __________________________
Certificate Print Name(s) of Registered
Number(s) Shareholder(s) if different
than Tendering Shareholder(s)
Signature(s) Guaranteed:
____________ ___________________________ By:_____________________
Certificate Print Name(s) of Registered Authorized Signatory
Number(s) Shareholder(s) if different
than Tendering Shareholder(s)
*INSTRUCTIONS. Please sign your name as it appeared on the Letter of
Transmittal. Your signature should be guaranteed by a firm that is a bank,
broker, dealer, credit union, savings association or other entity which is a
member in good standing of the Securities Transfer Agent's Medallion Program
(an "Eligible Institution") except in the case of capital shares tendered
for the account of an Eligible Institution. If you have any questions, please
call Georgeson & Company, Inc., at (800) 223-2064. This form must be sent
to IBJ Schroder Bank & Trust Company. See reverse side for addresses.
TO INSURE THAT YOUR CAPITAL SHARES ARE WITHDRAWN, THIS NOTICE SHOULD BE
RECEIVED BY IBJ SCHRODER BANK & TRUST COMPANY NO LATER THAN 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, JUNE 14, 1995.
You may send this notice by mail, courier or facsimile transmission.
The addresses are as follows:
By Mail- IBJ Schroder Bank & Trust Company
Attn: Reorganization Operations Department
P.O. Box 84
Bowling Green Station
New York, New York 10274-0084
By Courier- IBJ Schroder Bank & Trust Company
Attn: Securities Processing Window, Subcellar One
One State Street
New York, New York 10004
By Facsimile (212) 858-2611 (for Eligible Institutions only)
To confirm Facsimile Transmissions call: (212) 858-2103
Since this notice is effective upon its receipt by the Depositary, it is
recommended that it be sent by facsimile transmission, with receipt therefore
confirmed or mailed registered mail with return receipt requested.
TO INSURE THAT YOUR CAPITAL SHARES ARE WITHDRAWN, THIS NOTICE SHOULD BE
RECEIVED BY IBJ SCHRODER BANK & TRUST COMPANY NO LATER THAN 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON JUNE 14, 1995.