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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):
JANUARY 3, 1997
CALIFORNIA REAL ESTATE INVESTMENT TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 1-8063 94-6181186
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION
131 STEUART STREET, SUITE 200, SAN FRANCISCO, CA 94105
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (415) 905-0288
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On January 3, 1997, CalREIT Investors Limited Partnership, an Illinois
limited partnership ("CalREIT LP") purchased directly from The Peregrine Real
Estate Trust, a California business trust, in a privately negotiated
transaction, 6,959,593 common shares of beneficial interest (the "Common
Shares") of California Real Estate Investment Trust ("CalREIT"), for a purchase
price of $20,222,011, pursuant to a Stock Purchase Agreement dated as of January
3, 1997. The Common Shares purchased by CalREIT LP constitute 76% of the
outstanding common shares of CalREIT. In connection with the transaction, the
Board of Trustees of CalREIT waived provisions in CalREIT's Declaration of Trust
that, in the absence of such waiver, limit the ability of shareholders holding
in excess of 10% of CalREIT's outstanding shares to vote the excess shares.
Accordingly, CalREIT LP has 76% of the aggregate voting power of all shares of
CalREIT.
CalREIT is informed by CalREIT LP that the general partner of CalREIT
LP is Zell General Partnership, Inc., an Illinois corporation, and that Samuel
Zell, as Trustee of the Samuel Zell Revocable Trust under Trust Agreement dated
November 7, 1990, is the sole stockholder of Zell General Partnership, Inc.
CalREIT is further informed that capital contributions made by CalREIT LP's
partners to CalREIT LP were used to pay the aggregate purchase price of
$20,222,011 for the 6,959,593 Common Shares purchased on January 3, 1997.
On January 2, 1997, in anticipation of the purchase by CalREIT LP of
the Common Shares and effective upon the closing of such sale, the Board of
Trustees of CalREIT increased the number of Trustees of CalREIT to seven,
accepted the resignation of Trustee John McMahan and elected the following
persons as Trustees of CalREIT: Gary R. Garrabrant, John R. Klopp and Thomas E.
Kruger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibit 2 - Stock Purchase Agreement dated as of January 3,
1997 between CalREIT Investors Limited Partnership and The Peregrine Real Estate
Trust.
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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.
CALIFORNIA REAL ESTATE INVESTMENT TRUST
By: /s/ Frank A. Morrow
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Name: Frank A. Morrow
Title: Chief Executive Officer
Date: January 21, 1997