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): MAY 27, 1998 ALEXANDRIA REAL ESTATE EQUITIES, INC. (Exact name of registrant as specified in its charter) MARYLAND 1-12993 95-4502084 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 135 NORTH LOS ROBLES AVENUE SUITE 250 PASADENA, CALIFORNIA 91101 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (626) 578-0777 ITEM 5. OTHER EVENTS. On May 27, 1998, Alexandria Real Estate Equities, Inc. (the "Company") entered into a Purchase Agreement with PaineWebber Incorporated ("PaineWebber"), pursuant to which PaineWebber purchased 1,150,000 shares (the "Shares") of common stock, par value $0.01 per share, of the Company in a private placement at a price of $29.0344 per share, resulting in aggregate proceeds to the Company of approximately $33.4 million. PaineWebber deposited the Shares with the trustee of PaineWebber Equity Trust REIT Series I (A Unit Investment Trust) (the "Trust"), a registered unit investment trust under the Investment Company Act of 1940, as amended, for which PaineWebber acted as sponsor and depositor, in exchange for units in the Trust. On June 9, 1998, the Company filed a Registration Statement on Form S-3 with the Securities and Exchange Commission to register the Shares under the Securities Act of 1933, as amended. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS 99.1 Purchase Agreement, dated as of May 27, 1998, by and between the Company and PaineWebber. 2 SIGNATURE 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. ALEXANDRIA REAL ESTATE EQUITIES, INC. Date: June 22, 1998 By: /s/ PETER J. NELSON ------------------------ Peter J. Nelson Chief Financial Officer, Senior Vice President, Treasurer and Secretary 3 EXHIBIT INDEX EXHIBIT SEQUENTIALLY NUMBER EXHIBIT NUMBERED PAGE 99.1 Purchase Agreement, dated as of May 27, 1998, by and between the Company and PaineWebber Ex-1