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 November 6, 1995 (Date of Report; Date of Earliest Event Reported) PRUDENTIAL REALTY TRUST (Exact Name of Registrant as specified in its Charter) Massachusetts 1-8965 22-6400284 (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) Prudential Plaza, Newark, New Jersey 07102 (Address of Principal Executive Offices) (Zip Code) (201) 802-4302 (Registrant's telephone no., including area code) <page 2> Item 1. Not Applicable. Item 2. Acquisition or Disposition of Assets. Disposition of Maple Plaza I & II. In furtherance of resolutions adopted by the Board on June 2, 1995 to effect the liquidation and termination of the Trust, on November 6, 1995 the Trust completed the sale of its Maple Plaza I & II properties located in Parsippany, New Jersey (the "Maple Plaza properties") to Equitable Real Estate Investment Management, Inc., a Delaware corporation (the "Buyer") for a sales price of $30 million, with net proceeds to the Trust of $29.5 million. The Maple Plaza properties consist of two office buildings. The purchase price was determined by negotiation between the Trust and the Buyer. The sale was completed pursuant to a Purchase and Sale Agreement, dated August 11, 1995, between the Trust and the Buyer, which Agreement was the subject of a current report by the Trust on Form 8-K dated August 11, 1995 and filed October 27, 1995. The sale was originally reported on Form 8-K dated November 6, 1995 and filed November 8, 1995. On November 8, 1995, the Trust also reported that it completed the sale of all its real estate assets, and in accordance with its plan of liquidation, the Trust will be terminated on December 1, 1995. The share transfer books of the Trust will be closed on November 16, 1995 and there will be no further trading in Income Shares after that date. Trading in the Capital Shares was suspended by the New York Stock Exchange on November 7, 1995. The Trust also announced that a distribution in the amount of $5.30 per Income Share will be made on December 1, 1995 to Income Shareholders of record on November 16, 1995. No distribution will be made to Capital Shareholders. <page 3> The remaining assets and liabilities of the Trust will be transferred on December 1, 1995 to a liquidating trust. The Income Shareholders as of November 16, 1995 will be holders of beneficial interests in the liquidating trust in proportion to their former interests as Income Shareholders. Beneficial Interests in the liquidating trust will not be transferrable, except upon death by will or intestate succession or by operation of law. Items 3 and 4. Not Applicable. Item 5. Not Applicable. Item 6. Not Applicable. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not applicable. (b) Pro Forma Balance Sheet as of June 30, 1995 Pro Forma Statement of Changes in Net Assets as of June 30, 1995. <page 4> Prudential Realty Trust Pro Forma Balance Sheet As of June 30, 1995 (Unaudited) The following unaudited Balance Sheet has been presented as if (i) the Park 100 properties were sold on June 30, 1995; (ii) the Huntington Business Campus properties were sold on June 30, 1995; (iii) The Maple Plaza properties were sold on June 30, 1995; (iv) the Trust's loan payable and related interest expense was paid off as of June 30, 1995, and (v) the Trust adopted the liquidation basis of accounting as of June 30, 1995. The pro forma adjustments reflect the elimination of the carrying amount of the Park 100, Huntington Business Campus and Maple Plaza properties and related assets and liabilities, the receipt of cash proceeds from the sales, the elimination of the loan and interest payable, the effect of the adoption of the liquidation basis of accounting on the Trust, and the impact on Stockholders' Equity. Pro Forma Historical Adjustments Pro Forma ASSETS Real estate owned $69,523,975 (a) $(32,254,255) $ 0 (b) (13,107,924) (c) (24,161,796) Cash & cash equivalents 2,509,589 (e) 18,022,780 61,163,984 (f) 11,019,842 (g) 29,611,773 Accounts receivable 620,469 (h) 1,000,000 3,495,584 (a) (106,146) (b) (61,685) (i) 714,000 (j) 60,000 (k) 308,946 Prepaid expenses 239,455 (b) (214,572) 0 (d) (24,883) Deferred rent receivable 2,523,701 (a) (162,695) 0 (b) (318,299) (c) (2,042,707) Deferred financing costs 56,250 (d) (56,250) 0 TOTAL ASSETS $75,473,439 $(11,773,871) $63,699,568 <page 5> Prudential Realty Trust Pro Forma Balance Sheet As of June 30, 1995 (Unaudited) LIABILITIES & STOCKHOLDERS' EQUITY Pro Forma Historical Adjustments Pro Forma Accounts payable and accrued expenses $ 2,506,295 (a) $(72,598) $ 4,438,318 (b) 85,500 (c) 450,000 (i) 1,731,000 (e) (261,879) Loans payable 18,062,123 (e) (18,062,123) 0 Due to Advisor 250,312 250,312 Security Deposits 405,046 (a) (197,466) 0 (b) (69,175) (c) (138,405) 0 Other 97,651 (a) (96,246) 1,405 TOTAL LIABILITIES 21,321,427 (16,631,392) 4,690,035 Income Shares 89,080,000 89,080,000 Capital Shares 111,350 111,350 Additional paid in capital 12,879,052 12,879,052 Distribution in excess of net income (47,918,390) (a) $ 5,189,996 (43,060,869) (b) (2,638,963) (c) 3,404,621 (d) (81,133) (i) (1,017,000) TOTAL SHAREHOLDERS' EQUITY $54,152,012 $ 4,857,521 $59,009,533 TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $75,473,439 $(10,813,871) $63,699,568 <page 6> Prudential Realty Trust Pro Forma Balance Sheet As of June 30, 1995 (Unaudited) (a) Sale of Park 100 properties and elimination of related asset and liability accounts. (b) Sale of Huntington Business Campus properties and elimination of related asset and liability accounts. (c) Sale of Maple Plaza properties and elimination of related asset and liability accounts. (d) Adjust amounts to net realizable value under the liquidation basis of accounting. (e) Receipt of cash proceeds from sale of Park 100 properties net of repayment of loans and related interest payable. (f) Receipt of cash proceeds from sale of Huntington Business Campus. (g) Receipt of cash proceeds from sale of Maple Plaza. (h) Amount due November 1, 1995 from sale of Park 100. (i) Adjust amounts to provide for expected net income of liquidating the Trust until the expected date of disposition of Trust assets. (j) Earnest money due from sale of Huntington Business Campus. (k) Escrow due from sale of Maple Plaza. <page 7> Prudential Realty Trust Pro Forma Statement of Changes in Net Assets (in process of liquidation) (Unaudited) Because the Trust has adopted the liquidation basis of accounting, a Statement of Operations is not provided herein. However, a Pro Forma Statement of Changes in Net Assets is provided as follows: Net assets at June 30, 1995 - Historical $54,152,012 Gain on Sale of Park 100 5,189,996 Loss on Sale of Huntington Business Campus (2,638,963) Gain on Sale of Maple Plaza 3,404,621 Adoption of Liquidation Basis of Accounting (81,133) Expected Trust Net (loss) to expected date of disposition of Trust Assets (1,017,000) Pro Forma Net Assets in liquidation at June 30, 1995 $59,009,533 <page 8> SIGNATURE 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. Dated: November 22, 1995 PRUDENTIAL REALTY TRUST By: /s/ James W. McCarthy Name: James W. McCarthy Title: Vice President, Comptroller and Principle Accounting Officer