1 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ X ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Prudential Realty Trust (Name of Registrant as Specified In Its Charter) Black Bear Realty, Ltd. (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ X ] Check box if any of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: $668.10 2) Form, Schedule or Registration Statement No.: Schedule 14D-1 3) Filing Party: Black Bear Realty, Ltd. 4) Date Filed: May 17, 1995 2 Corrected - --------- FOR IMMEDIATE RELEASE - --------------------- BLACK BEAR REALTY, LTD. EXTENDS CASH TENDER OFFER FOR CAPITAL SHARES OF PRUDENTIAL REALTY TRUST MENTOR, OHIO--June 14, 1995--Black Bear Realty, Ltd. announced that it has extended the expiration date of its May 17, 1995 tender offer to purchase all outstanding capital shares of beneficial interest, par value $0.01 per share, of Prudential Realty Trust at $0.30 net per share. The offer and withdrawal rights will now expire at 11:59 p.m., New York City time, on Friday, July 7, 1995, unless the offer is extended. Black Bear stated that as of the close of business on June 14, 1995, approximately 2.8 million capital shares of Prudential Realty had been tendered and not withdrawn. Black Bear also announced that its sole managing member, Richard M. Osborne of Mentor, Ohio, sent a letter today to Jeffrey L. Danker, President and Principal Executive Officer of Prudential Realty, to call a special meeting of the shareholders of the Company. The purposes of this special meeting are as follows: (1) To have a vote of the shareholders directing the Trustees of Prudential Realty to rescind the plan of liquidation of Prudential Realty; and (2) To have a vote of the shareholders to instruct the Trustees to declare null and void the previously announced agreement to sell real estate to Security Capital Industrial Company and any and all additional agreements to sell assets of Prudential Realty. Mr. Osborne requested that the notice of the special meeting be sent no later than June 26, 1995. Under the terms of the Declaration of Trust of Prudential Realty, Mr. Osborne, as holder (along with another investment fund of which Mr. Osborne is sole managing member) of more than 10% of the outstanding shares of Prudential Realty, may require that Prudential Realty call a special meeting of its shareholders. Pursuant to the regulations of the Trustees of Prudential Realty, the special meeting must be held not less than 20 days and not more than 60 days after the date of mailing of Mr. Osborne's letter and notice of the special meeting must be given within ten days after the receipt of the letter. If the date of the special meeting is not fixed and notice is not given, the date and hour of the meeting may by fixed by Mr. Osborne. Kemper Securities, Inc. is acting as Dealer Manager for the offer, and Beacon Hill Partners, Inc. is the Information Agent. If you have any questions, please contact Beacon Hill Partners at 800-755-8713. CONTACT: Beacon Hill Partners, Inc. Rick Grubaugh, 800-755-8713