SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~August 14, ~~of 1934~~2001

~~Date~~PACIFIC ofGULF ~~Report~~PROPERTIES ~~(Date of earliest event reported) MARCH 14, 2001~~INC.

~~PACIFIC GULF PROPERTIES INC.~~ (Exact ~~name~~Name of Registrant as ~~specified~~Specified in its Charter)

~~MARYLAND~~Maryland (State or Other Jurisdiction of Incorporation) 1-~~12768~~12546 (Commission File Number) 33-0577520 (~~I.R.S.~~IRS Employer Identification No.)

4220 ~~VON~~Von ~~KARMAN~~Karman Ave, ~~2ND~~Second ~~FLOOR,~~Floor ~~NEWPORT~~Newport ~~BEACH~~Beach, ~~CALIFORNIA~~California ~~92660-2002~~ (Address of ~~principal~~Principal ~~executive~~Executive ~~offices,~~Offices) ~~including~~92660-2002 ~~zip~~(Zip ~~code~~Code)

~~949-223-5000 (~~Registrant’s telephone number, including area code: (949) 223-5000

None

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	ITEM 2. DISPOSITION OF ASSETS.
	Item 5. Other.
	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
	Item 7. Financial Statements and Exhibits.
SIGNATURES
		PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION
EXHIBIT INDEX
		PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Exhibit 99.1
		PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
		NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~ITEM 2~~Item 5. ~~DISPOSITION OF ASSETS~~ Other.

~~COMPLETED~~ Filed ~~TRANSACTIONS~~herewith as Exhibit 99.1 is a press release issued on August 15, 2001 by Pacific Gulf Properties Inc. announcing the results of its special meeting of shareholders on August 14, 2001 and announcing its record date for determining those shareholders who are entitled to receive a beneficial interest in a liquidating trust established by Pacific Gulf.

~~Pacific Gulf Properties Inc~~Item 7. Financial ~~(the~~Statements ~~“Company”) completed the following transactions in March~~ and ~~April 2001:~~Exhibits.

~~Disposition~~(c) ~~of Multifamily Properties~~ Exhibits.

~~Daisy~~ The 7following exhibits are filed with this report on Form 8-K:

On March 14, 2001, the Company sold a 204-unit family-style apartment complex known as Daisy 7 located in Diamond Bar, California to Eagle Real Estate Group, LLC, an unrelated party, for a total cash consideration of $21,750,000. The sale generated a net gain of approximately $9,845,000 and net proceeds of approximately $11,047,000. The transaction was an all-cash sale and the Company has no continuing involvement.


Exhibit No.		Description

99.1	Press Release of Pacific Gulf Properties Inc. issued on August 15, 2001.

Disposition of Industrial Properties

Mountain Avenue

On March 30, 2001, the Company sold a 140,020 square foot industrial property known as Mountain Avenue located in Upland, California to CalWest Industrial Properties LLC, a joint venture of RREEF and CALPERS, for a total cash consideration of $6,200,000. The sale generated a net gain of approximately $513,000 and net proceeds of approximately $6,104,000. The transaction was an all-cash sale and the Company has no continuing involvement.

PGBC—Geneva

On March 30, 2001, the Company sold a 68,134 square foot industrial property known as PGBC—Geneva located in Tempe, Arizona to CalWest Industrial Properties LLC, a joint venture of RREEF and CALPERS, for a total cash consideration of $3,800,000. The sale generated a net gain of approximately $143,000 and net proceeds of approximately $3,686,000. The transaction was an all-cash sale and the Company has no continuing involvement.

PGBP—Anaheim

On April 5, 2001, the Company sold a 129,426 square foot industrial property known as PGBP—Anaheim located in Anaheim, California to Pacific Industrial Partners, LLC, an unrelated party, for a total cash consideration of $6,300,000. The sale generated a net gain of approximately $60,000 and net proceeds of approximately $6,084,000. The transaction was an all-cash sale and the Company has no continuing involvement.

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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a) See Index to Financial Statements attached hereto.

Pro forma financial statements are included herein pursuant to Article 11 of Regulation S-X.

(b) Exhibits

None

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.

PACIFIC GULF PROPERTIES INC. /s/ Donald G. Herrman Donald G. Herrman Executive Vice President,

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PACIFIC GULF PROPERTIES INC.

INDEX TO FINANCIAL STATEMENTS


Date: August 15, 2001	By:	/s/ Donald G. Herrman

	Donald G. Herrman Executive Vice President and Chief Financial Officer and Secretary

	Page
PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
Pro Forma Condensed Consolidated Statement of Net Assets in Liquidation as of March 31, 2001		7
Pro Forma Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2001		8
Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2000		9
Notes to the Pro Forma Condensed Consolidated Financial Statements		10

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~~PACIFIC~~EXHIBIT ~~GULF PROPERTIES INC.~~INDEX

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Exhibit No.		Description

99.1	Press Release of Pacific Gulf Properties Inc. issued on August 15, 2001.

Pacific Gulf Properties Inc. (the “Company”) is an equity real estate investment trust (“REIT”) that is in the process of liquidating. Prior to the Company’s liquidation plan, the Company owned, operated, leased, acquired, rehabilitated and developed primarily light industrial and business park properties in the Western United States. In addition to its industrial properties, the Company owned, operated, acquired and developed unassisted rental housing for active seniors age 55 and older. The Company also owned and operated family-style apartment communities. The Company was incorporated in August 1993 in the State of Maryland and completed its initial public offering on February 18, 1994.

On November 9, 2000, the Company’s shareholders approved a plan to sell the Company’s assets and to liquidate and dissolve the Company (the “Liquidation Plan”). The Liquidation Plan gives the Company’s Board of Directors the power to sell any and all of the Company’s assets without further approval by the shareholders. In accordance with the Liquidation Plan, on November 22, 2000, the Company sold 66 industrial properties representing the majority of its industrial properties portfolio to CalWest Industrial Properties LLC (“CalWest”) for an aggregate price of $852,989,000. (the “66 Industrial Properties”). In addition, during November and December 2000, the Company sold 11 multifamily properties, including nine traditional multifamily properties (Applewood, Daisy 12, Daisy 17, Lariat, Daisy 19, Daisy 20, Raintree, Daisy 5 and Daisy 16) and two active senior apartments (Sunnyside II and Sunnyside III), to four independent buyers pursuant to agreements approved by the Company Board of Directors for an aggregate price of $122,219,000 (the “11 Multifamily Properties”).

On March 1, 2001, the Company entered into a definitive merger agreement (the “Merger Agreement”) with FountainGlen Properties LLC, an affiliate of Prudential Real Estate Investors, which is subject to shareholder approval. Pursuant to the provisions of the Merger Agreement, FountainGlen Properties LLC will acquire the Company’s senior housing assets and corporate headquarters building through the merger of the Company with FoundationGlen Properties LLC, with FountainGlen Properties LLC becoming the surviving entity. Subject to shareholder approval, prior to the consummation of the merger, the Company will transfer any remaining real estate assets, as well as cash and related other assets and liabilities, to a liquidating trust for the benefit of shareholders.

In March 2001, the Company sold three properties, including two industrial properties (Mountain Avenue and PGBP—Geneva) and its last traditional multifamily property (Daisy 7) to three independent buyers pursuant to agreements approved by the Company’s Board of Directors for total consideration of $31,750,000 (the “2001 Dispositions”).

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In April 2001, the Company sold an industrial property containing 129,426 leasable square feet of industrial space located in Anaheim, California to an independent buyer pursuant to an agreement approved by the Company’s Board of Directors for total consideration of $6,300,000 (“PGBP—Anaheim”).

As of March 31, 2001, the Company owned the following properties:

				Leasable
				Square		March 31, 2001
		Location		Footage/Units		Carrying Value		Current Status
Industrial
	PGBP — Anaheim		Anaheim, CA		129,426	$	5,898,000		Sold in April 2001
	PGDC — City of Industry		City of Industry, CA		382,245		14,145,000		(1)
	PG — Commerce Park — Sacramento		Sacramento, CA		269,146		16,351,000		(1)
	PG — Commerce Park — Sunnyvale		Sunnyvale, CA		129,513		13,869,000		(1)
							50,263,000
Active Senior Apartments
Operating Properties
	Inn at Laguna Hills		Laguna Hills, CA		140		7,234,000		(2)
	The Fountains		Rancho Santa Marg., CA		166		8,459,000		(2)
	Tyler Springs		Riverside, CA		273		13,038,000		(2)
	Terrace Gardens		Escondido, CA		225		9,882,000		(2)
	Morning View Terrace		Escondido, CA		326		15,304,000		(2)
	Sunnyside I		San Dimas, CA		164		6,505,000		(2)
							60,422,000
Development Properties
	The Fountains		Anaheim Hills, CA		259		22,214,000		(2)
	The Fountains		Temecula, CA		244		13,613,000		(2)
	The Fountains		Sacramento, CA		166		3,471,000		(2)
	The Fountains		Laguna Niguel, CA		190		4,880,000		(2)
	The Fountains		Pasadena, CA		72		2,443,000		(2)
	The Fountains		Huntington Beach, CA		271		8,090,000		(2)
							54,711,000
Corporate Headquarters Building(3)
	4220 Von Karman Avenue		Newport Beach, CA		26,000		4,082,000		(2)
						$	169,478,000

	(1)		Management anticipates these properties will be transferred to the liquidating trust if not previously sold by the Company.
	(2)		Properties to be retained by the Company pursuant to the Merger Agreement with FountainGlen Properties LLC. The merger is subject to shareholder approval and other conditions.
	(3)		Included in other assets in the accompanying Pro Forma Condensed Consolidated Statement of Net Assets in Liquidation.

The following unaudited Pro Forma Condensed Consolidated Statement of Net Assets in Liquidation as of March 31, 2001 is based on the unaudited historical financial statements of the Company and has been prepared as if the disposition of PGBP-Anaheim had occurred as of March 31, 2001.

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The following unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2001 is based on the historical financial statements of the Company and has been prepared as if the sales of the 2001 Dispositions and PGBP—Anaheim had occurred as of the beginning of the period presented:

The following Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2000 is based on the historical financial statements of the Company and has been prepared as if each of the following transactions had occurred as of the beginning of the period presented:

(i) The acquisition of three land parcels in Laguna Niguel, Pasadena and Huntington Beach, California for development of three rental apartment communities for active seniors during 2000 (collectively referred to as the “2000 Acquisitions”). (ii) The following dispositions of industrial properties during 2000 (collectively referred to as the “2000 Dispositions”): (a) PGBC Irvine, an industrial building containing approximately 12,000 leasable square feet located in Lake Forest, California sold in March 2000; (b) PGBP—Lake Forest, an industrial building containing approximately 25,000 leasable square feet located in Lake Forest, California sold in March 2000; (c) PGBP—Riverview, an industrial property containing approximately 107,000 leasable square feet located in San Bernardino, California sold in May 2000; (d) PGPB—Bell Ranch, an industrial building containing approximately 129,000 leasable square feet located in Santa Fe Springs, California sold in June 2000 and (e) 12029 Regentview, an industrial building containing approximately 90,000 leasable square feet located in Downey, California sold in July 2000; (iii) The sale of the 66 Industrial Properties to CalWest and the repayment of indebtedness utilizing proceeds from the sale as more fully described in the current Report on Form 8-K dated November 22, 2000; (iv) The sale of the 11 Multifamily Properties; (v) The sale of the 2001 Dispositions; (vi) The sale of PGBP—Anaheim; and (vii) The approval of the Liquidation Plan by the Company’s shareholders.

The following pro forma information is not necessarily indicative of what the Company’s financial position or results of operations would have been assuming the completion of the described transactions as of the beginning of the periods indicated, nor does it purport to project the Company’s financial position or results of operations at any future date or for any future period. In addition, the historical operating results for the three months ended March 31, 2001 are not necessarily indicative of the results to be obtained by the Company for the year ending December 31, 2001 or any future period. The following information should be read in conjunction with the Company’s annual report on Form 10-K, and the Company’s Quarterly Report for the three months ended March 31, 2001 and all of the financial information and notes thereto contained elsewhere therein, and incorporated herein by reference.

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PACIFIC GULF PROPERTIES INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION (Unaudited)

March 31, 2001 (Dollars in thousands)

			Historical		Sale of PGBP-Anaheim			Pro Forma
					(A)
Assets
Real estate properties held for sale
	Operating properties
		Industrial properties	$	50,263	$	(5,898	)	$	44,365
		Multifamily — active senior		60,422		—			60,422
	Properties under development
		Multifamily — active senior		54,711		—			54,711
Cash and cash equivalents				49,757		6,084			55,841
Accounts receivable				1,188		(126	)		1,062
Other assets				10,946		—			10,946
			$	227,287	$	60		$	227,347
Liabilities
Loans payable			$	68,093	$	—		$	68,093
Accounts payable and accrued liabilities				7,704		—			7,704
				75,797		—			75,797
Shareholders’ Equity
Common shares				261		—			261
Additional paid in capital				137,743		—			137,743
Retained earnings				13,486		60			13,546
				151,490		60			151,550
			$	227,287	$	60		$	227,347

See accompanying notes

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PACIFIC GULF PROPERTIES INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

For the Three Months Ended March 31, 2001 (Dollars in thousands, except per share data)

			Historical		Dispositions			Pro Forma
Revenues
Rental income
	Industrial properties		$	2,434	$	(623	)(C)	$	1,811
	Multifamily properties
		Family style		463		(463	)(C)		—
		Active senior		2,812		—			2,812
				5,709		(1,086	)		4,623
	Interest income			507		—			507
Total revenues				6,216		(1,086	)		5,130
Expenses
Rental property expenses
	Industrial properties			548		(156	)(C)		392
	Multifamily properties
		Family style		126		(126	)(C)		—
		Active senior		973		—			973
				1,647		(282	)		1,365
Interest				446		(154	)(E)		292
General and administrative				1,138		—			1,138
Total expenses				3,231		(436	)		2,795
Income before gains on sales of real estate (K)			$	2,985	$	(650	)	$	2,335
Weighted average common shares				26,082,506					26,082,506
Income per share before gains on sales of real estate (I)			$	.11				$	.09

See accompanying notes

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PACIFIC GULF PROPERTIES INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

For the Year Ended December 31, 2000 (Dollars in thousands, except per share data)

					Acquisitions/
			Historical		Dispositions			Pro Forma
Revenues
Rental income
	Industrial properties		$	97,909	$	(90,980	)(B)	$	6,929
	Multifamily properties
		Family style		14,588		(14,588	)(B)		—
		Active senior		11,209		(720	)(B)		10,489
				123,706		(106,288	)		17,418
	Interest income			3,065		—			3,065
Total revenues				126,771		(106,288	)		20,483
Expenses
Rental property expenses
	Industrial properties			21,888		(20,206	)(B)		1,682
	Multifamily properties
		Family style		4,711		(4,711	)(B)		—
		Active senior		4,041		(299	)(B)		3,742
				30,640		(25,216	)		5,424
Depreciation				27,409		(27,409	)(D)		—
Interest				26,865		(25,139	)(E)		1,726
General and administrative				7,953		(888	)(F)		7,065
Minority interest				1,077		(1,077	)(G)		—
Total expenses				93,944		(79,729	)		14,215
Income before gain on sales and preferred dividends				32,827		(26,559	)		6,268
Preferred dividends				3,793		(3,793	)(H)		—
Income before gains on sales of real estate (J)			$	29,034	$	(22,766	)	$	6,268
Weighted average common shares				21,323,455					25,782,746
Income per share before gains on sales of real estate (I)			$	1.36				$	.24

See accompanying notes

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PACIFIC GULF PROPERTIES INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share data)

The Company’s pro forma financial statements are based on the Company’s historical financial statements adjusted to reflect certain transactions and adjustments. Actual net proceeds and balances relating to sales will vary from their pro forma amounts due to operating activities between March 31, 2001 and the actual closing dates of the sales:

(A)		Sale of PGBP-Anaheim, an industrial property with a book value of $5,898. Net proceeds from the sale total $6,084 after closing and other costs. In connection with the sale, $126 of deferred rent is charged to operations.
(B)		Adjustment to eliminate the rental income and rental property expenses of the properties comprising the 2000 Dispositions, the 66 Industrial Properties, the 11 Multifamily Sales, the 2001 Dispositions and PGBP- Anaheim for the period prior to their sale by the Company:

				Year Ended December 31, 2000
				2000			66 Industrial			11 Multifamily			2001			PGBP-
				Dispositions			Properties			Properties			Dispositions			Anaheim			Total
Rental Income
	Industrial Properties			$	858		$	88,299		$	—		$	1,128		$	695		$	90,980
	Multifamily Properties
			Family Style		—			—			12,262			2,326			—			14,588
			Active Senior		—			—			720			—			—			720
					858			88,299			12,982			3,454			695			106,288
Rental Property Expenses
		Industrial Properties			(156	)		(19,702	)		—			(254	)		(94	)		(20,206	)
		Multifamily Properties
			Family Style		—			—			(4,062	)		(649	)		—			(4,711	)
			Active Senior		—			—			(299	)		—			—			(299	)
				$	702		$	68,597		$	8,621		$	2,551		$	601		$	81,072

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(C) Adjustment to eliminate the rental income and rental property expenses of the properties comprising the 2001 Dispositions and PGBP—Anaheim for the period prior to their sale by the Company:

		Three Months Ended March 31, 2001
		2001 Dispositions			PGBP — Anaheim			Total
Rental Income
	Industrial	$	448		$	175		$	623
	Multifamily — Family style		463			—			463
			911			175			1,086
Rental Property Expenses
	Industrial		(131	)		(25	)		(156	)
	Multifamily — Family style		(126	)		—			(126	)
		$	654		$	150		$	804

(D)		Removal of depreciation expense totaling $27,409 resulting from the approval of the Company’s liquidation plan by shareholders and corresponding adoption of the liquidation basis accounting as of the beginning of the period presented.
(E)		Reduction in interest expense due to the sale of the properties noted below (the actual interest expense relating to the properties) during the year ended December 31, 2000 and three months ended March 31, 2001.

	Year Ended December		Three Months Ended
Property	31, 2000		March 31, 2001
2000 Dispositions	$	874	$	—
66 Industrial Properties		20,794		—
11 Multifamily Properties		2,736		—
2001 Dispositions		735		154
	$	25,139	$	154

(F) Reduction in general and administrative expenses consisting of payroll expense and fringe benefits totaling $888 for the year ended December 31, 2000 associated with employees terminated in connection with the sale of the 66 Industrial Properties to CalWest (the actual payroll expense and fringe benefits incurred by the Company prior to employee termination).

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(G) Reduction in minority interest resulting from the conversion of the limited partnership interests in two industrial properties sold to CalWest which were converted into 709,568 shares of common stock and the Company’s buyout of limited partnership interests for cash in three multifamily properties as of the beginning of the period presented. (H) Elimination of preferred dividend requirements as of the beginning of the period presented resulting from the conversion of the Class A Preferred Stock into 2,763,116 shares of common stock, at a conversion ratio of 1:1, in connection with the sale of the 66 Industrial Properties to CalWest. (I) Per share data is calculated using the weighted average number of common shares outstanding during the periods presented. Pro forma weighted average common shares include the following common stock issuances as of the beginning of the periods presented: (i) 709,568 shares of common stock issued upon the conversion of limited partnership units held by minority partners in properties included in the sale of the 66 Industrial Properties to CalWest; (ii) 2,763,116 shares of common stock issued in conjunction with the conversion of the 2,763,116 shares of Class A Preferred Stock and (iii) 1,336,151 shares of common stock resulting from accelerated vesting of employee stock options. (J) Excludes $3,431 of nonrecurring gains from the 2000 Dispositions and $218,915 of nonrecurring gains from the sales of the 66 Industrial Properties and 11 Multifamily Properties. (K) Excludes $60 of nonrecurring gain from the sale of PGBP-Anaheim and $10,501 of nonrecurring gains from the sales of the 2001 Dispositions.

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Filing Compare · PACIFIC GULF PROPERTIES LIQUIDATING TRUST