Pennsylvania Real Estate Investment Trust – ‘10-K’ for 8/31/94

As of:  Tuesday, 11/29/94   ·   For:  8/31/94   ·   Accession #:  950116-94-169   ·   File #:  1-06300

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         54    191K 
 2: EX-10       Exhibit 10.10                                         10     42K 
 3: EX-13       Exhibit 13.1                                          15     89K 
 4: EX-22       Published Report Regarding Matters Submitted to a      2      9K 
                          Vote of Security Holders                               
 5: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 

10-K   —   Annual Report
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K 

/X/      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES        
EXCHANGE ACT OF 1934 [Fee Required]                           

For the Fiscal Year Ended August 31, 1994                                       
OR

/ /      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE               
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]             

For the transition period from          to                                      
     ---------    ------------

Commission File No. 1-6300

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 

Organized in Pennsylvania                                 I.R.S. No. 23-6216339 

455 Pennsylvania Avenue, Suite 135
Ft. Washington, Pennsylvania 19034
215-542-9250

Securities Registered Pursuant to Section 12(b) of the Act:                     
                                                    Name of each exchange on
Title of Each Class                              which registered     
   -------------------                              ------------------------

Certificates of Beneficial Interest                      American Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:                     

Not Applicable
----------------
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for 
the past 90 days.                                                               

Yes   /X/                          No   / /     

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K is not contained herein, and will not be contained, to the    
best of registrant's knowledge, in the definitive proxy or information          
statements incorporated by reference in Part II of this Form 10-K or any        
amendment to this Form 10-K [X].                                                

The aggregate market value of the voting stock held by non-affiliates of the    
Registrant is $136,337,138 as of November 23, 1994 based on the reported        
closing sales price of the Trust's Certificates of Beneficial Interest on the   
American Stock Exchange on such date.                                           

8,669,848 Certificates of Beneficial Interest were outstanding on November 23,  
1994.                                                                           

Portions of the Registrant's 1994 Annual Report to Shareholders and its         
definitive Proxy Statement for its annual meeting of shareholders to be held on 
December 15, 1994 are incorporated by reference into Parts, I, II, III, and IV  
as set forth herein. Such annual report and proxy statement were filed with the 
Securities and Exchange Commission on November 17, 1994.                        

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TABLE OF CONTENTS 

PART I

Item 1.  Business  ......................................................    1  

Item 2.  Properties .....................................................   13  

Item 3.  Legal Proceedings ..............................................   14  

Item 4.  Submission of Matters to a Vote of Security Holders ............   15  

PART II 

Item 5.  Market for the Registrant's Common Equity and Related                  
        Stockholder Matters ...........................................   18

Item 6.  Selected Financial Data ........................................   18  

Item 7.  Management's Discussion and Analysis of Financial Condition            
        and Results of Operations .....................................   18

Item 8.  Financial Statements and Supplementary Data ....................   18  

Item 9.  Disagreements on Accounting and Financial Disclosure ...........   18  

PART III

Item 10.  Directors and Executive Officers of the Registrant ............   19  

Item 11.  Executive Compensation ........................................   19  

Item 12.  Security Ownership of Certain Beneficial Owners and Management.   19  

Item 13.  Certain Relationships and Related Transactions ................   19  

PART IV 

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K   20  

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Item 1. Business                                                                

General                                                                         

  Registrant, Pennsylvania Real Estate Investment Trust, an unincorporated
association in business trust form was formed in Pennsylvania pursuant to a     
Trust Agreement dated December 27, 1960 as amended and restated on December 16, 
1987. It is a self-administered equity real estate investment trust engaged in  
the business of acquiring, managing and holding for current yield and long term 
appreciation real estate and interests in real estate directly or through       
wholly-owned subsidiaries, partnerships and joint ventures. The Registrant has  
elected and conducts its operations in a manner intended to comply with the     
requirements for qualification as a real estate investment trust under the Real 
Estate Investment Trust Act of 1960. (Sections 856-860 of the Internal Revenue  
Code of 1986 (the "Code"). Under the Code, a real estate investment trust which 
meets certain requirements is not subject to Federal income tax on the portion  
of its taxable income which is distributed to its shareholders provided at least
95% of its real estate investment trust taxable income, excluding any net       
capital gain, is so distributed.                                                

    Since the beginning of the last fiscal year, the following material events
have occurred:                                                                  

1. In October 1993, Registrant sold (i) its 100% interest in Village  
Shopping Center (356,000 square feet) in Gary, Indiana; 50% interest in The     
Commons of Chicago Ridge (287,000 square feet) Chicago Ridge, Illinois; and     
(iii) 60% interest in Sheridan Village Shopping Center (280,000 square feet)    
Peoria, Illinois. Registrant received net proceeds of $15 million and recorded  
gains of $12.4 million. Registrant acquired the Village Shopping Center in 1965,
its interest in The Commons of Chicago Ridge in 1987 and its interest in the    
Sheridan Village Shopping Center in 1990.                                       

     2. In February 1994, Jonathan B. Weller joined Registrant as its President,
Chief Operating Officer and a Trustee. Sylvan M, Cohen continues as Registrant's
Chairman, Chief Executive Officer and a Trustee. Mr. Weller, 47 years old, had  
previously served as Executive Vice President and Director of Eastdil Realty,   
Inc., a real estate investment banking firm, responsible for its real estate    
investment management activities.                                               

  3. In February 1994, Registrant purchased Hidden Lakes Apartments, a 360
unit property in Dayton, Ohio, for a total cost of $12.9 million. The cash to   
acquire this property was borrowed from the Registrant's bank lines of credit.  

   4. In August 1994, Registrant purchased The Palms of Pembroke, a 348 unit
apartment property in Broward County, Florida, for a total cost of $21.5        
million. The cash to acquire this property was borrowed from the Registrant's   
bank line of credit. (See Registrant's Form 8-K, dated August 1, 1994 and filed 
August 15, 1994.)                                                               

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    5. In August 1994, Registrant increased its unsecured bank credit lines by
$25 million to a total of $55 million. The credit lines had an interest rate of 
prime and they had a one year renewable term.                                   

  6. In November 1994, Registrant obtained a $110 million revolving credit
and acquisition facility. Of the total, $78 million is a 30 month unsecured     
revolving credit facility which replaced the $55 million one year credit lines  
referred to in paragraph 5 above. The remaining $32 million is a one-year       
secured borrowing which was advanced for the acquisition of Boca Palms          
Apartments discussed in paragraph 7 below. The credit facilities permit the     
Registrant to borrow at its election, at either (i) the prime rate or LIBOR plus
1.85% for the revolving credit facility and (ii) prime rate or the federal      
funds effective rate plus 0.5% or LIBOR plus 2% for the secured facility.       

    7. In November 1994, the Registrant purchased Boca Palms Apartments, a 522
unit apartment community in Palm Beach County, Florida for $32.5 million. The   
Registrant anticipates spending an additional $2.1 million for closing costs,   
landscape improvements, apartment upgrades and other enhancements over the next 
year. (See Registrant's Form 8-K, dated November 10, 1994 and filed November 23,
1994.)                                                                          

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Real Estate Investments                                                         

   Registrant's principal real estate assets as of August 31, 1994 consisted
of interests in 48 properties, 20 of which are wholly owned (one of which is a  
consolidated partnership) and 28 of which are owned by partnerships or joint    
ventures (hereinafter referred to as "partnerships"), in which Registrant or its
subsidiaries have equity interests ranging from 25% to 87.5%, only four of which
are less than 50%. Registrant's intent is to invest in assets that provide      
opportunity for growth in income and capital appreciation in real terms. During 
the fiscal year, equity in income from partnerships was $4,416,000 or           
approximately 54.6% of Registrant's net income before gains on sales of         
interests in real estate and approximately 21% of Registrant's total net income.
The investment portfolio of the Trust also included 3 notes receivable.         

    The following table sets forth certain information concerning Registrant's
real estate investments at August 31, 1994.                                     

                                                        [Enlarge/Download Table]


                      Real Estate                No. of     Square Feet or   Depreciated  
                      Investments              Properties  Apartment Units     Cost (2)   
                    --------------             ----------  ---------------    ----------  
                                                                                          
Wholly-Owned and Consolidated Partnership (1)                                             
          Apartment Buildings..........               11              4,238    $92,721,000

          Shopping Centers.............                4            517,000     25,660,000

          Industrial Properties........                5            587,000      2,165,000

Partnerships and Joint Ventures                                                           
          Apartment Buildings..........                8              2,577    $87,882,000

          Shopping Centers.............               15          4,281,000     73,910,000

          Industrial Property..........                1            141,000        448,000

          Land.........................                4          115 acres      7,052,000


(1) Registrant has a 65% "controlling interest" in an apartment building. For   
financial statement presentation the partnership is reported on a       
consolidated basis with the Registrant.                                 

(2) The amounts shown represent 100% of the depreciated cost of the property    
related to the respective partnerships and joint ventures. The ownership
interest of the Registrant in the partnerships and joint ventures is set
forth on pages 8-10 herein.                                             

 All of the properties held in partnership form were acquired through or
developed by individuals or entities independent from the Registrant. The       
persons presently involved in these properties are hereinafter referred to in   
this Form 10-K as "partners." The 29 properties (including the property owned by
the consolidated partnership) involve 18 different partners, 11 of whom held an 
interest in only one property and 7 of whom held interests in from 2 to 4       
properties.                                                                     

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In 26 of the 29 partnerships, (including a consolidated partnership)  
Registrant either received or was entitled to receive a priority distribution of
the cash flow. The priority distribution is based upon Registrant's capital     
contribution to the partnership. Registrant generally is not required to make   
its capital contribution to the partnership until the permanent financing of the
property is funded or the property is "operational" as defined in the           
partnership agreement. In the 3 remaining partnerships, there were no priority  
distributions as Registrant's partner made a pro-rata capital contribution.     

No trustee or employee of Registrant participates in the ownership or 
income from the properties held in partnership form or any other property in    
which Registrant has an interest.                                               

    Registrant or a wholly-owned subsidiary of Registrant is a general partner
in the ownership of the 29 properties owned by partnerships and its approval    
along with that of its partner, except for Registrant's partners at Emerald     
Point (a consolidated partnership), is required in decisions involving finance, 
sale, or major policies regarding capital improvements and leasing. Usually, an 
entity owned or controlled by Registrant's partner is the manager of the        
property and collects rents, pays the expenses from the receipts collected and  
reports on a monthly basis to Registrant.                                       

As of August 31, 1994, the mortgage indebtedness of the wholly-owned  
properties of the Registrant was $44,019,000, including a consolidated          
partnership mortgage of $17,659,000 in which the Registrant has a 65% interest. 
In addition, Registrant has interests in 19 partnerships which have an aggregate
mortgage indebtedness of $131,002,000, none are subject to an equity type       
participation. The mortgage notes bear interest at rates ranging from 7.49% to  
9.5% per annum. The liability under each mortgage note is limited to the        
particular property except for two loans in the amount of $21,227,000 which are 
guaranteed by the partners of the respective partnerships, including the        
Registrant. In addition, a bank loan in the amount of $1,409,000 has been       
guaranteed by the partners of the partnership, including the Registrant.        

General Information                                                             

     Registrant has invested substantially all of its assets in rental producing
real estate, with an emphasis on shopping centers and apartment complexes and in
U.S. Government obligations. Shopping centers and apartment complexes accounted 
for approximately 97% of Registrant's real estate equity investments at cost and
of its revenues for the fiscal year ended August 31, 1994.                      

  No single tenant accounts for more than three percent (3%) of the rental
revenue attributable to the Registrant (including Registrant's share of rental  
income from partnerships and joint ventures).                                   

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WHOLLY OWNED PROPERTIES                                                         

The following chart sets forth the type of property and location, year
acquired, the number of units or square feet, occupancy rate, depreciated cost  
and the mortgage balance as of August 31, 1994.                                 

APARTMENT BUILDINGS                                                             

                                                        [Enlarge/Download Table]


Property and Location    Year Acquired  Units   Occupancy Rate (1)  Depreciated Cost   Mortgage Balance 
---------------------    -------------  -----   ------------------  ----------------   ---------------- 
                                                                                                        
2031 Locust Street                                                                                      
Philadelphia, PA             1961          87          98%                 $ 826,000                $ 0 

Marylander                                                                                              
Baltimore, MD                1962         510          96%                 1,467,000                  0 

Kenwood Gardens                                                                                         
Toledo, OH                   1963         504          93%                 1,871,000                  0 

Chateau                                                                                                 
Midland, TX                  1964         101          98%                   637,000                  0 

Camp Hill Plaza                                                                                         
Camp Hill, PA                1969         300          98%                 1,579,000          7,057,000 

Lakewood Hills                                                                                          
Harrisburg, PA               1972         562          99%                 6,676,000                  0 

Cobblestone                                                                                             
Pompano Beach, FL            1993         384          98%                12,402,000          9,163,000 

Shenandoah                                                                                              
West Palm Beach, FL          1993         220          95%                11,195,000                  0 

Hidden Lakes (3)             1994         360          92%                12,502,000                  0 
Dayton, OH                                                                                              

Palms of Pembroke (4)                                                                                   
Pembroke Pines, FL           1994         348          95%                21,768,000                  0 
                                        -----                             ----------         ---------- 
             SUB TOTAL                  3,376                             70,923,000         16,220,000 

Consolidated Partnership(5)                                                                             
--------------------------                                                                              
Emerald Point                                                                                           
Virginia Beach, VA           1993          862          91%                21,798,000         17,659,000
                                         -----                            -----------        -----------
                 TOTAL                   4,238                            $92,721,000        $33,879,000
                                         =====                            ===========        ===========


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Wholly Owned Properties (continued)                                             

SHOPPING CENTERS                                                                

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Property and Location  Year Acquired  Square Feet     Percentage Leased (2)  Depreciated Cost  Mortgage Balance
---------------------  -------------  -----------     --------------------   ----------------  ----------------
                                                                                                               
Crest Plaza                                                                                                    
Shopping Center           1964          153,000              96%                $ 2,943,000               $ 0  
Allentown, PA                                                                                                  

Ingleside Center                                                                                               
(Acme Parcel)                                                                                                  
Thorndale, PA             1980           41,000  (6)         83%                  1,230,000         1,110,000  

South Blanding                                                                                                 
Village                   1986          107,000              98%                  8,213,000                 0  
Jacksonville, FL                                                                                               

Mandarin Corners                                                                                               
Jacksonville, FL          1986          216,000  (7)         97%                 13,274,000         9,030,000  
                                        -------                                  ----------         ---------  
                                        517,000                                 $25,660,000       $10,140,000  
                                        =======                                 ===========       ===========  

INDUSTRIAL PROPERTIES                                                           

                                                        [Enlarge/Download Table]


Property and Location  Year Acquired  Square Feet  Percentage Leased (2)  Depreciated Cost  Mortgage Balance
---------------------  -------------  -----------  --------------------   ----------------  ----------------
                                                                                                            
Office and Warehouse                                                                                        
Annandale, VA             1962          332,000           100%               $ 1,226,000               $ 0  

Warehouse                                                                                                   
Pennsauken, NJ            1962           12,000           100%                    63,000                 0  

Warehouse                                                                                                   
Allentown, PA             1962           16,000           100%                    17,000                 0  

Warehouse                                                                                                   
Pennsauken, NJ            1963           30,000           100%                   123,000                 0  

Warehouse and Plant                                                                                         
Lowell, MA                1963          197,000           100%                   736,000                 0  
                                        -------                             ------------      ------------  
                                        587,000                                2,165,000                 0  
                                        =======                             ------------       -----------  
Total Wholly Owned                                                          $120,546,000       $44,019,000  
                                                                            ============       ===========  

(1) Occupancy rate is calculated as the percentage of occupied units for all    
apartments as of August 31, 1994.                                       

(2) Percentage Leased is calculated as a percentage of total shopping center net
leasable area for which leases were in effect as of August 31, 1994.    

(3) Acquired on February 23, 1994.                                              

(4) Acquired on August 1, 1994.                                                 

(5) Registrant has control of this partnership and as a result for financial    
statement purposes the partnership is consolidated with Registrant.     

(6) Acme Markets, which occupied 34,000 square feet, vacated the property but   
 continued to pay the rent pursuant to its lease which was to expire July,
2000. Registrant, effective August 31, 1994, entered into a lease with  
K-Mart to occupy the shopping center and cancelled the Acme lease.      

(7) Registrant, in settlement of a partners' obligation acquired the partners'  
50% interest in this property on February 1, 1994.                      

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PARTNERSHIPS AND JOINT VENTURES                                                 

The following chart sets forth the type of property and location, year
acquired, Registrant's equity interest in amounts shown, number of units, square
feet of building or acres of ground, occupancy rate, percentage leased,         
partnerships and joint ventures depreciated cost, partnerships and joint        
ventures mortgage balance and Registrant's investment in partnerships and joint 
ventures at August 31, 1994.                                                    

APARTMENT BUILDINGS                                                             

Unconsolidated Partnerships and Joint Ventures                                  

                                                        [Enlarge/Download Table]


                                                                                      Partnerships                    
                                                                   Partnerships and    and Joint     Registrant's     
                                 Registrant's                       Joint Ventures      Ventures     Investment in    
Property and            Year       Equity               Occupancy     Depreciated      Mortgage     Partnerships and  
Location               Acquired   Interest      Units     Rate           Cost         Balance (1)   Joint Ventures (2)
-------------          --------  ------------   -----  ----------  ----------------   ------------  ------------------
                                                                                                                      
Cambridge Hall                                                                                                        
West Chester, PA         1967       50%          232      100%           $ 1,227,000     $ 157,000     $ 1,614,000    

Fox Run                                                                                                               
Warminster, PA           1969       50%          196      100%             1,772,000     3,766,000      (1,129,000)   

Will-O-Hill                                                                                                           
Reading, PA              1983       50%          190       99%             3,349,000     1,965,000         855,000    

Fox Run                                                                                                               
Bear, DE                 1988       50%          414       96%            20,069,000    15,364,000       1,916,000    

Eagle's Nest                                                                                                          
Coral Springs, FL        1989       50%          264       98%            20,365,000    16,150,000       2,006,000    

Regency Lakeside                                                                                                      
Omaha, NE                1990       50%          433      100%            24,908,000    19,369,000       2,007,000    

Countrywood                                                                                                           
Tampa, FL                1993       50%          536       95%            10,173,000     6,767,000       1,738,000    

Windsong                                                                                                              
Altamonte Springs, FL    1993       40%          312       95%             6,019,000     3,774,000         924,000    
                                               -----                     -----------   -----------      ----------    
                                               2,577                     $87,882,000   $67,312,000      $9,931,000    
                                               =====                     ===========   ===========      ==========    

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Partnerships and Joint Ventures (continued)                                     

SHOPPING CENTERS                                                                

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                                                                          Partnerships  Partnerships                   
                                                                           and Joint     and Joint      Registrant's   
                                  Registrant's                              Ventures      Ventures     Investment in   
Property and              Year      Equity                    Percentage  Depreciated     Mortgage    Partnerships and 
  Location              Acquired   Interest     Square Feet     Leased        Cost       Balance(1)   Joint Ventures(2)
------------           ---------  ------------  -----------   ----------  ------------  ------------  -----------------
                                                                                                                       
Park Plaza Shopping                                                                                                    
Center                    1963        50%         148,000         97%     $1,320,000      $ 532,000        $ 417,000   
Pinellas Park, FL                                                                                                      

Whitehall Mall                                                                                                         
Allentown, PA             1964        50%         603,000(3)      98%      6,006,000          0            4,514,000   

Punta Gorda Mall                                                                                                       
Punta Gorda, FL           1965        25%         105,000         92%        960,000      2,297,000         (336,000)  

Ormond Beach Mall                                                                                                      
Daytona Beach, FL         1966        25%         101,000         98%        741,000          0              156,000   

Palmer Park Mall                                                                                                       
Easton, PA                1972        50%         349,000(4)      97%      5,859,000      4,709,000          236,000   

Gateway Mall                                                                                                           
St. Petersburg, FL        1973        60%         386,000(5)      76%      2,451,000          0            1,735,000   

Rio Mall                                                                                                               
Rio Grande, NJ            1973        50%         161,000         87%      1,575,000        884,000          514,000   

Lehigh Valley Mall                                                                                                     
Allentown, PA             1973        50%       1,054,000(6)      99%     18,077,000     22,796,000       (1,882,000)  

East Towne Mall                                                                                                        
Lancaster, PA             1973        50%         303,000         75%      4,396,000      3,979,000          246,000   

Chippewa Mall                                                                                                          
Beaver Falls, PA          1979        50%          83,000         67%      1,861,000      1,960,000          (86,000)  

Greene Plaza                                                                                                           
Waynesburg, PA            1980        50%         117,000         98%      2,739,000      2,474,000          161,000   

Ingleside Center                                                                                                       
(K-Mart Parcel)                                                                                                        
Thorndale, PA             1981        50%          58,000         96%      1,721,000      1,652,000           66,000   

Forestville Shopping                                                                                                   
Center                                                                                                                 
Forestville, MD           1983        75%         218,000         92%      6,356,000      2,107,000        3,000,000   

Frank's Garden Center                                                                                                  
Margate, FL (7)           1987      87.5%          40,000         82%      2,106,000          0              378,000   

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                                                                       Partnerships  Partnerships                   
                                                                        and Joint     and Joint      Registrant's   
                                Registrant's                             Ventures      Ventures     Investment in   
Property and            Year      Equity                   Percentage  Depreciated     Mortgage    Partnerships and 
  Location            Acquired   Interest     Square Feet    Leased        Cost       Balance(1)   Joint Ventures(2)
------------         ---------  ------------  -----------  ----------  ------------  ------------  -----------------
                                                                                                                    
Laurel Mall                                                                                                         
Hazelton, PA                                                                                                        
                        1988        40%         555,000        96%      17,742,000     20,300,000       ( 374,000)  
                                              ---------                -----------    -----------      ----------   
                                              4,281,000                $73,910,000    $63,690,000      $7,745,000   
                                              =========                ===========    ===========      ==========   
INDUSTRIAL PROPERTY                                                                                                 

Warehouse and Plant                                                                                                 
Ft. Washington, PA      1962        50%         141,000       100%       $ 448,000    $         0        $ 49,000   
                                              ---------                -----------    -----------      ----------   


                                                        [Enlarge/Download Table]

LAND                                                        Partnerships     Partnerships                    
                                                              and Joint       and Joint      Registrant's    
                                     Registrant's             Ventures         Ventures      Investment in   
Property and              Year         Equity               Depreciated        Mortgage     Partnerships and 
Location                Acquired      Interest     Acres        Cost           Balance     Joint Ventures (2)
------------            --------     ---------     -----   -------------     ------------  ------------------
                                                                                                             
Rancocas, NJ              1971          75%          54     $  646,000      $        0        ($1,248,000)   
Elizabethtown, PA         1972          50%          22        279,000               0            138,000    
Bucks County, PA          1985          50%          25      2,607,000               0          ( 927,000)   
Coral Springs, FL         1990          50%          14      3,520,000               0          ( 492,000)   
                                                    ---   ------------      ----------        -----------    
                                                    115      7,052,000               0        ( 2,529,000)   
                                                    ---   ------------      ----------        -----------    
Other                                                                                              29,000    
                                                                                             ------------    
           Total Partnerships and Joint Ventures          $169,292,000    $131,002,000        $15,225,000    
                                                          ============    ============        ===========    

(1) Some partnerships and joint ventures have incurred non-mortgage indebtedness
in connection with operations.                                          

(2) These investments, which represent 25%-87.5% non controlling ownership      
interests, are recorded initially at Registrant's cost and subsequently 
 adjusted for the Registrant's net equity in income and cash contributions
and distributions.                                                      

(3) Whitehall Mall includes 82,000 square feet occupied by a department store   
tenant which leases the ground and owns the building.                   

(4) Palmer Park Mall includes 82,000 square feet occupied and owned by a        
department store.                                                       

(5) Gateway Mall includes 60,000 square feet occupied and owned by a department 
store.                                                                  

(6) Lehigh Valley Mall includes 565,000 square feet occupied and owned by       
department stores which either own or lease the ground upon which their 
stores are located.                                                     

(7) Frank's Garden Center which had occupied 18,800 square feet, vacated the    
property but continues to pay rent until its lease term expires December
2006.                                                                   

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                                                           Balance
Notes Receivable                                              August 31, 1994   
----------------                                              ---------------   
Samuel Lauter, (1)                                                 $559,600     
Donald Cafiero, (1)                                                 568,000     
Charles A. Lotz, Jr., Jacksonville, Fl.(2)                          521,100     
                                                            ----------
                                                            $1,648,700
                                                            ==========

(1) Collateralized by his partnership interest in four Partnerships.            

(2) Collateralized by his interests in real estate holdings. The loan was not   
  paid on the maturity date, February 15, 1990. The note is on a non-accrual
basis.                                                                  

Competition, Regulation and Other Factors                                       

The real estate investment business engaged in by Registrant is highly
competitive. Registrant competes with investors of all types, including         
institutions, other real estate investment trusts, corporations, partnerships,  
and foreign investors, in acquiring interests in properties. Competition is     
extremely intense for the prime properties, with insurance companies, real      
estate investment trusts and numerous other institutions, corporations, pension 
funds, limited partnerships and other business entities, both domestic and      
foreign, investing in real estate.                                              

  A substantial portion of Registrant's shopping center income consists of
rents received under long-term leases. Most of these shopping center leases     
provide for payment by tenants of an annual minimum rent and additional rent    
calculated generally as a percentage of gross sales in excess of a specified    
amount ("percentage rent"). These shopping center leases often contain          
provisions for contribution by tenants to the cost of maintaining common areas  
and real estate tax escalation clauses under which the tenant bears its         
proportionate share of increases in or total real estate taxes. While tenant    
contributions historically have not covered all costs required to maintain      
common areas, some leases provide for full recovery of these costs from tenants.
Upon renewal of a shopping center lease, the annual minimum rent of a tenant is 
often increased to an amount which approaches or exceeds the sum of the former  
annual minimum rent plus the most recent annual percentage rent received from   
the tenant, and the level from which percentage rent is calculated is           
correspondingly increased.                                                      

  The success of Registrant depends, among other factors, general economic
conditions, population trends, real estate fluctuations, income tax laws,       
governmental regulations, availability and costs of financing, construction     
costs, increases or decreases in operating expenses, zoning laws and the ability
of Registrant to keep its properties leased at profitable levels. A continuation
of the current economic conditions, or adverse changes in general or local      
economic conditions or weakness in the real estate and retail markets,          
particularly in the eastern half of the United States where Registrant primary  
focuses its efforts, could result in the                                        

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inability of some existing tenants of the Registrant's properties to meet their 
lease obligations and could adversely affect Registrant's ability to attract or 
retain tenants. It is Registrant's belief that economic conditions in the       
eastern half of the United States have stabilized and recently have shown some  
improvement. However, it is not possible to predict what, if any, effect that   
recovery has or will have on Registrant's properties. All of Registrant's       
shopping center and apartment properties are subject to significant competition.

    Registrant is not dependent upon any single lender for its long term debt.
It borrows money from time to time on its general credit and expects to continue
such open-account borrowing in the future and has used its general credit to    
guarantee obligations of partnerships in which it has an interest. A number of  
the traditional sources for such financing are not currently in the market or   
have sharply limited their activities, particularly with respect to properties  
more than ten years old.                                                        

At August 31, 1994, the liability of each permanent mortgage note is  
limited to the particular property, except for two loans on shopping centers in 
the amount of $21,227,000 which are guaranteed by the partners of the           
partnership. Generally, the liability of a construction mortgage note and       
borrowings of the partnerships in which Registrant has an interest are not      
limited to a particular property, but are the general obligation of Registrant  
and the partnership. At August 31, 1994, one construction mortgage was          
outstanding with respect to a property in which Registrant has an interest.     
Where Registrant has a co-ownership or partnership interest in a property, it   
may be required to make the full payment under the obligation to protect its    
equity interest in the property. (See Note 2 of the Notes to Consolidated       
Financial Statements.)                                                          

     Fundamental to the operations of Registrant is the generation of funds from
operations under circumstances which render such funds, if distributed to       
shareholders, free from Federal income taxes to the Registrant. The             
determination to make distributions to shareholders, however, is not solely     
based on funds from operations, since Registrant is required to distribute to   
its shareholders annually at least 95% of its real estate investment trust      
taxable income to remain qualified for the favorable tax treatment afforded by  
the Internal Revenue Code. Registrant has followed a policy of distributing all 
of its real estate investment trust taxable income and substantially all taxable
capital gains from sales of real estate investments. Since Registrant was       
founded, substantially all of the cash derived from operations has been from    
recurring rental and interest income. However, Registrant has realized capital  
gains from the sale of some of its properties and from the sale of properties by
partnerships in which Registrant has an interest. Registrant has in the past    
distributed a substantial portion of its real estate investment trust taxable   
income in the subsequent year and may follow this policy in the future. The     
Registrant is subject to a federal excise tax computed on a calendar year basis.
The excise tax equals 4% of the excess, if any, of 85% of Registrant's ordinary 
income for the calendar year plus 95% of Registrant's capital gain income for   
the calendar year over the amount distributed during the calendar year, as      
defined. A provision for excise tax was made in 1994 in the amount of $400,000. 
No provision was made for fiscal year 1993 as no tax was due.                   

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    The United States government and a number of states and their subdivisions
have adopted laws and regulations relating to environmental controls, some of   
which directly, and many of which indirectly, limit the development of real     
estate and may adversely affect the operations of existing properties. Such laws
and regulations may operate to reduce the number and attractiveness of          
investment opportunities available to Registrant and limit the extent to which  
existing properties may be utilized. If hazardous substances are discovered on  
or emanating from any of Registrant's properties, the owner or operator of the  
property, including Registrant, may be held liable for all costs and liabilities
relating to such hazardous substances. Since 1987, Registrant has conducted a   
Phase I environmental study on each property it seeks to acquire. The effect    
upon Registrant of the application of such laws and regulations cannot be       
predicted. However, Registrant's Trustees believe that Registrant has not to    
date experienced any material adverse effects by reason of the application of   
such laws and regulations. Registrant has no insurance coverage for the types of
environmental conditions described above. See "Management's Discussion and      
Analysis of Financial Condition and Results of Operations", page 22 of 1994     
Annual Report to Shareholders, incorporated herein by reference and made a part 
hereof.                                                                         

    In many cases, Registrant relies on its partners or entities controlled by
one or more of its partners to oversee the day-to-day development, construction,
leasing and management of properties in which it has an interest. Registrant's  
wholly-owned properties are managed either by its own staff or by independent   
property managers on a contract basis. Should such entities be unable or        
unwilling to perform their obligations or responsibilities with respect to one  
or more projects, Registrant's present staff is not of sufficient size to       
perform those functions.                                                        

In the past three years inflation has not had a significant impact on 
Registrant because of the relatively low inflation rate. Should the inflation   
rate increase substantially, some of the impacts would have differing results on
net income. Generally retail prices would increase which would increase the     
rents paid by those tenants whose sales were at or near the level at which      
percentage rents would be paid in addition to the minimum rents. Some shopping  
center leases require tenants to pay a portion of operating expenses and taxes  
which tends to mitigate the overall impact of inflation. Furthermore, there can 
be no assurances that leases with such provisions will be renewed at the same   
levels in the future. The direct impact on net income depends on the amount of  
debt subject to rate adjustments in effect. An increase in interest rates may   
also affect the ability to borrow money by the Registrant and the partnerships  
in which Registrant has an interest, particularly when mortgages mature and a   
balloon payment is required.                                                    

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Bank Lines of Credit                                                            

  At August 31, 1994, Registrant had an aggregate $55,000,000 of unsecured
revolving lines of credit of which $46,655,000 was borrowed ($10,519,000 through
partnerships and $36,136,000 by the Registrant). In addition, a bank loan in the
amount of $1,409,000 had been guaranteed by the partners of a partnership,      
including Registrant. The lines of credit provide that the loans will bear      
interest at rates tied to the prime rate with no requirement that Registrant    
maintain any compensating balances. The weighted average interest rate based on 
amounts borrowed was 6.5% at August 31, 1994. In connection with the loans,     
Registrant agreed to certain covenants, including maintaining a minimum net     
worth (as defined in the loan documents) and maintaining cash and cash          
equivalents levels of at least $3,000,000, which may include up to $2,000,000 of
Registrant's share of cash and cash equivalents held by partnerships. During all
relevant periods, Registrant was in compliance with those covenants.            

   In November 1994, Registrant obtained a $110 million revolving credit and
acquisition facility. Of this amount, $78 million is a 30-month unsecured       
revolving credit facility which replaced the one year credit lines of $55       
million, referred to above. The $32 million balance is a one-year secured       
borrowing, which was advanced for the acquisition of Boca Palms Apartments,     
discussed elsewhere herein. Both credit facilities permit Registrant to borrow, 
at its election (i) at the prime rate or (ii) LIBOR plus 1.85% for the revolving
credit facility; and (i) at the prime rate or the federal funds effective rate  
plus 0.5% or (ii) LIBOR plus 2.0% for the secured facility.                     

Employees                                                                       

Registrant, as of August 31, 1994, employed fourteen (14) persons on a
full-time basis, three of whom, Sylvan M. Cohen, Chairman and Chief Executive   
Officer, Jonathan B. Weller, President and Chief Operating Officer and Robert G.
Rogers, Executive Vice President, are Trustees.                                 

Item 2. Properties                                                              

     See the tables under "Item 1. Business" at pages 5 to 10 for the properties
owned by Registrant, both wholly owned and those in which it has a percentage   
interest, and reference is made thereto.                                        

    Registrant has leased 4,661 square feet of space for its principal offices
at 455 Pennsylvania Avenue, Ft. Washington, Pennsylvania, for a term of five    
years and five months. The rent for the first year's rent is $13.00 per square  
foot, escalating annually to the final year's rent at $14.50 per square foot. In
addition to the rent, Registrant pays its pro rata share of any increase in     
operating expenses over those in 1993, which is the base year for determining   
the increase.                                                                   

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  Titles to all of Registrant's real estate investments have been searched
and reported to Registrant by reputable title companies. The exceptions listed  
in such title reports will not, in the opinion of Registrant, prevent the       
respective properties from being used for the intended purposes.                

Schedule of Real Estate and Accumulated Depreciation                            

    Schedule XI, "Real Estate and Accumulated Depreciation - August 31, 1994,"
is part of the financial statement schedules attached hereto and reference is   
made to that schedule which is incorporated herein by reference for the amount  
of encumbrances, initial cost of the properties to Registrant, cost of          
improvements, the amount at which carried and the amount of the accumulated     
depreciation.                                                                   

Item 3. Legal Proceedings                                                       

  Daniel Berman and Robert Berman (the "Bermans") and/or entities owned or
controlled by them are partners of wholly-owned subsidiaries of Registrant in   
the ownership of Fox Run Apartments, Bear, Delaware, Eagle's Nest Apartments,   
Coral Springs, Florida, and 14 undeveloped acres in Coral Springs, Florida.     
Berman Real Estate Management, Inc., a corporation owned by the Bermans,        
currently manages the two apartment complexes.                                  

  On May 27, 1994 the Bermans on behalf of themselves and partnerships and
corporations controlled and/or owned by them commenced an action against        
Registrant and wholly-owned subsidiaries owned by it. Berman v. Burren, Inc., et
al, Montgomery County Court of Common Pleas, Civil Action No. 94-09993 (the     
"Pennsylvania Litigation"). The complaint in the Pennsylvania Litigation alleges
breach of contract, misrepresentation, and breach of fiduciary duty and seeks a 
declaratory judgment. The complaint was amended in response to Registrant's     
preliminary objections to add several claims not alleged in the original        
complaint, including that Registrant tortiously interfered with a contract to   
develop the parcel in Coral Springs, Florida and that defendants had no right to
terminate the leasing and managing agreement at Fox Run. The amended complaint  
seeks a declaratory judgment and damages. The Court has not rendered a decision 
on Registrant's preliminary objections to the amended complaint or its motion to
strike.                                                                         

   On June 22, 1994 two wholly-owned subsidiaries of Registrant commenced an
action in Delaware against the Bermans and several partnerships and corporations
controlled and/or owned by them. Berdel, Inc. et al v. Berman Real Estate       
Management, Inc. et al, Delaware Court of Chancery in and for New Castle County,
Civil Action No. 13579 (the "Delaware Litigation"). The action seeks a          
declaratory judgment and an injunction preventing the defendant from continuing 
to manage Fox Run and damages resulting from the payment by plaintiff of        
defendant's share of the investigation and remediation of the environmental     
condition at Fox Run Apartments. Defendants moved to dismiss or stay the        
Delaware Litigation in favor of the Pennsylvania Litigation and plaintiffs      
amended their complaint to assert additional claims for                         

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recovery of cleanup costs under the Delaware Hazardous Substance Cleanup Act,   
diminuation in value of investment, conspiracy, breach of fiduciary duty and    
tortious interference with contract. The Court has not rendered a decision on   
defendant's motion to dismiss.                                                  

On June 20, 1994, a wholly-owned subsidiary of Registrant commenced an
action against the Bermans, a partnership and several corporations owned or     
controlled by them, seeking damages for failure to make capital contributions   
under the partnership's agreement for Eagle's Nest Apartments. Berfla, Inc. v.  
ETA Associates, et al, Circuit Court of the Fifteenth Judicial Circuit in and   
for Palm Beach County, Florida, Civil Case No. CL 94-4787AJ (the "Florida       
Litigation"). Defendants moved to abate or stay the Florida Litigation in favor 
of the Pennsylvania Litigation. On September 13, 1994 the Court granted         
defendants' motion.                                                             

    Discovery is in its preliminary stages in both the Pennsylvania Litigation
and the Delaware Litigation. It is Registrant's intent to continue to vigorously
resist plaintiffs' claims in the Pennsylvania Litigation and to pursue all of   
the claims asserted by its subsidiaries in the Delaware Litigation.             

Item 4. Submision of Matters to a Vote of Security Holders                      

   There were no matters submitted for a vote of security holders during the
Registrant's fourth quarter.                                                    

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Executive Officers of the Registrant

The executive officers of Registrant on November 1, 1994 were as follows: 

                                                        [Enlarge/Download Table]

                                             DATE OF                                             
                                          COMMENCEMENT             BUSINESS EXPERIENCE           
         NAME AND POSITION           AGE   OF POSITION             DURING PAST 5 YEARS           

                                                                                                 
Sylvan M. Cohen                       80      1960      Chairman and Chief Executive Officer of  
Chairman and                                            Registrant; Partner of Cohen, Shapiro,   
Chief Executive Officer                                 Polisher, Shiekman and Cohen, attorneys. 

Jonathan B. Weller                    47      1994      Executive Vice President of Eastdil      
President and Chief                                     Realty, Inc.  A member of its Management 
Operating Officer                                       and Investment Committees, as well as a  
                                                        member of its Board of Directors.        
Robert G. Rogers                      63      1972      Executive Vice President of Registrant   
Executive Vice President                                                                         

Jeffrey A. Linn                       45      1990      Director of operations and development   
Vice President for Acquisitions and                     from 1984 until elected Vice President - 
Secretary                                               Operations (title changed in 1994 to Vice
                                                        President for Acquisitions) and Secretary
                                                        of Registrant in December 1990.          
Dante J. Massimini                    61      1976      Treasurer since 1976 and elected Vice    
Vice President - Finance                                President - Finance and Treasurer of     
and Treasurer                                           Registrant in December 1990.             


   None of the foregoing officers is related by blood, marriage, or adoption
to any of the others or to any of the Trustees. All of the officers serve at the
will of the Trustees but are elected to terms expiring at the annual meeting of 
the Trustees, which next occurs on December 15, 1994. There is no special       
arrangement with any officer pursuant to which he was elected. Mr. Cohen has an 
employment contract to serve Registrant as its chief executive officer for a    
term that expires on December 31, 1994 and then from year to year unless        
terminated by written notice. Messrs. Rogers and Massimini have employment      
contracts to serve Registrant as its officers for initial terms that expire in  
1996 and 1995, respectively, and then year-to-year unless terminated by written 
notice. Mr. Linn has an employment contract to serve Registrant as Vice         
President for Acquisitions and Secretary. The contract was entered into in 1985 
with an initial term of two years and then from year-to-year unless terminated  
by written notice.                                                              

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     Registrant entered into an Employment Agreement with Mr. Weller on December
14, 1993. The employment period is for a term of three years; provided, however,
that commencing one year after the start of his employment, February 1, 1994,   
and on each annual anniversary of such date, unless the agreement is previously 
terminated, the employment period shall be automatically extended so as to      
terminate three years from the said February 1st. The Employment Agreement      
provides for an annual base salary of $275,000 and provides that in the event   
that the base salary is raised the raised salary shall become the base salary   
for purposes of the Employment Agreement. Pursuant to the Employment Agreement, 
Mr. Weller was granted, subject to shareholder approval, a non qualified stock  
option to acquire 100,000 shares of Registrant's stock with a purchase price of 
$24.625 per share, equal to the opening price of Registrant's shares on the     
American Stock Exchange on December 14, 1993. In accordance with the Employment 
Agreement, Mr. Weller invested $250,000 in shares of the Registrant.            

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PART II 

Item 5. Market for the Registrant's Common Equity and Related Stockholder       
Matters                                                         

Incorporated by reference to "Market Prices and Distribution Record", 
inside front cover of the 1994 Annual Report to Shareholders.                   

  The Board of Trustees on December 19, 1991 changed the prior practice of
making semi-annual distributions. The Board of Trustees in each quarter,        
subsequent to the third quarter of the 1992 fiscal year, has considered and     
declared a quarterly distribution. It is anticipated that the Board of Trustees 
will consider a distribution each quarter; however, no assurance can be given   
that a distribution will be declared.                                           

Item 6. Selected Financial Data                                                 

 Incorporated by reference to "Financial Highlights", page 1 of the 1994
Annual Report to Shareholders.                                                  

Item 7. Management's Discussion and Analysis of Financial Condition and         
Results of Operations                                           

Incorporated by reference to pages 21-24 of the 1994 Annual Report to 
Shareholders.                                                                   

Item 8. Financial statements and Supplementary Data                             

  The consolidated balance sheets of the Registrant as of August 31, 1994,
and 1993, and the related consolidated statements of income, beneficiaries'     
equity and cash flows for each of the three years in the period ended August 31,
1994, and the report of independent public accountants thereon and Registrant's 
summary of unaudited quarterly financial information for the two-year period    
ended August 31, 1994 are incorporated by reference from the 1994 Annual Report 
to Shareholders, pages 12-20. The audited financial statements of Lehigh Valley 
Associates for the years ended August 31, 1993 and December 31, 1992 and 1991   
and the report of independent auditors thereon are incorporated by reference    
from Registrant's Form 8 dated March 29, 1994 amending Registrant's Form 10-K   
annual report for the fiscal year ended August 31, 1992.                        

Item 9. Disagreements on Accounting and Financial Disclosure                    

   There are no matters which are required to be reported under this Item 9.

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PART III

Item 10. Directors and Executive Oficers of the Registrant                      

Incorporated herein by reference from Registrant's definitive proxy   
statement for the annual meeting of shareholders on December 15, 1994 under the 
caption "Nominees for the Office of Trustee and Trustees Continuing in Office", 
pages 3-4. See also the list of Registrant's executive officers and related     
information appearing in Part I hereof, pages 16-17.                            

Item 11. Executive Compensation                                                 

Incorporated herein by reference from Registrant's definitive proxy   
statement for the annual meeting of shareholders on December 15, 1994 under the 
captions "Executive Compensation", "Stock Options", "Compensation of Directors",
and "Benefit Plans", pages 5-9.                                                 

Item 12. Security Ownership of Certain Beneficial Owners and Management         

Incorporated herein by reference from Registrant's definitive proxy   
statement for the annual meeting of shareholders on December 15, 1994 under the 
captions "Principal Security Holders", page 14, and "Nominees for the Office of 
Trustee and Trustees Continuing in Office", pages 3-4.                          

Item 13. Certain Relationships and Related Transactions                         

Incorporated herein by reference from Registrant's definitive proxy   
statement for the annual meeting of shareholders on December 15, 1994 under the 
caption "Transactions with Management", page 14.                                

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PART IV 

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K        

(a) Financial Statements                                                        

(1) Financial Statements                                                
  1. The consolidated financial statements appear in the 1994 Annual
Report to Shareholders.                                   

    2. The financial statements of Lehigh Valley Associates for the year
     ended August 31, 1993 are incorporated herein by reference from
          Registrant's Annual Report for the fiscal year ended August 31, 1993
        on Form 10-K. The financial statements of Lehigh Valley Associates
      for the year ended August 31, 1994 are not included in this Form
       10-K Annual Report as the partnership did not meet the conditions
for inclusion set forth in Rule 3-09 of Regulation S-X.   

     3. The financial statements of Lehigh Valley Associates for the years
           ended December 31, 1992 and 1991 are incorporated herein by reference
          from Registrant's Form 8 dated March 29, 1993, amending Registrant's
        Form 10-K Annual Report for the fiscal year ended August 31, 1992.

(2) Schedules                                                         

VIII - Valuation and Qualifying Accounts                        
XI   - Real Estate and Accumulated Depreciation                 
XII  - Mortgage Loans on Real Estate - August 31, 1994          

        Report of Independent Public Accountants on Supplemental Schedules
   Schedules not included have been omitted because they are not
   applicable or are not required or the required information is
         reported in the consolidated financial statements or notes thereto.

(b) Reports on Form 8-K                                                         

   Registrant filed a Form 8-K Report on August 15, 1994, reporting under Item
2 the purchase on August 1, 1994 of The Palms of Pembroke Apartments for
   $20,496,500. Included in the Form 8-K Report under Item 7 were The Palms of
   Pembroke - Statements of Revenues and Certain Expenses as of the Year Ended
    August 31, 1993 and the Nine-Month Period Ended May 31, 1994 (unaudited) and
  the Pro Forma Unaudited Consolidating Balance Sheet as of May 31, 1994 and
 Consolidating Statements of Operations for the year ended August 31, 1993
and the Nine-Month Period ended May 31, 1994 (unaudited).               

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(c) Exhibits                                                                    

     3.1   Copy of Trust Agreement as Amended and Restated on December 16, 1987.
       Filed as Exhibit 3.1 to Registrant's Annual Report for the fiscal
        year ended August 31, 1988 on Form 10-K and incorporated herein by
this reference.                                           

 10.1  Employment Agreement, dated as of March 14, 1985 as of January 1,
          1990, between Registrant and Sylvan M. Cohen, incorporated hereby by
        reference to Exhibit 10.1 to Registrant's Form 10-K for the fiscal
year ended August 31, 1990.                               

  10.2  First Amendment to Amended and Restated Employment Agreement as of
         July 12, 1993 between Registrant and Robert G. Rogers, incorporated
           hereby by reference to Exhibit 10.2 to Registrant's Form 10-K for the
fiscal year ended August 31, 1993.                        

 10.3  Amended and Restated Employment Agreement, dated as of October 1,
           1990, between Registrant and Robert G. Rogers, incorporated hereby by
        reference to Exhibit 10.2 to Registrant's Form 10-K for the fiscal
year ended August 31, 1990.                               

 10.4  Amended and Restated Employment Agreement, dated as of October 1,
          1990, between Registrant and Dante J. Massimini, incorporated hereby
           by reference to Exhibit 10.3 to Registrant's Form 10-K for the fiscal
year ended August 31, 1990.                               

     10.5  Registrant's 1990 Incentive Stock Option Plan, incorporated hereby by
          reference to Appendix A to Exhibit "A" to Registrant's Form 10-Q for
the quarterly period ended November 30, 1990.             

10.6  Registrant's Stock Option Plan for Non-Employee Trustees,       
      incorporated herein by reference to Appendix B to Exhibit "A" to
        Registrant's Form 10-Q for the quarterly period ended November 30,
1990.                                                     

    10.7  Purchase and Sale Agreement between Robert G. Rogers and Jonathan B.
     Weller, as Trustees, and on behalf of all other Trustees of the
         Registrant and Pembroke Associates Limited Partnership dated May 9,
         1994 (without affiliates); and Amendment No. 1 to Purchase and Sale
   Agreement between Robert G. Rogers and Jonathan B. Weller, as
     Trustees, and on behalf of all other Trustees of Registrant and
  Pembroke Associates Limited Partnership dated June 28, 1994,
           incorporated hereby by reference to Exhibit 10.7 to Registrant's Form
8-K dated August 1, 1994 and filed August 15, 1994.       

    10.8  Agreement of Sale (Phase I) between Robert G. Rogers and Jonathan B.
     Weller, as Trustees, and on behalf of all other Trustees of the
Pennsylvania Real Estate                                  

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     Investment Trust and Arbern Investors VI, L.P., each a Delaware
           limited partnership, dated September 24, 1994 (without exhibits); and
      Amendment No. 1 to Purchase and Sale Agreement (Phase I) between
         Robert G. Rogers and Jonathan B. Weller, as Trustees, and on behalf
      of all other Trustees of the Pennsylvania Real Estate Investment
 Trust and Arbern Investors VI, L.P. each a Delaware limited
           partnership, dated November 4, 1994, incorporated hereby by reference
          to Exhibit 10.8 to Registrant's Form 8-K dated November 10, 1994 and
filed November 23, 1994.                                  

     10.9  Agreement of Sale (Phase II) between Robert G. Rogers and Jonathan B.
     Weller, as Trustees, and on behalf of all other Trustees of the
          Pennsylvania Real Estate Investment Trust and Arbern Investors VIII,
         L.P., each a Delaware limited partnership, dated September 24, 1994
        (without exhibits); Amendment No. 1 to Purchase and Sale Agreement
   (Phase I) between Robert G. Rogers and Jonathan B. Weller, as
       Trustees, and on behalf of all other Trustees of the Pennsylvania
          Real Estate Investment Trust and Arbern Investors VIII, L.P., each a
         Delaware limited partnership, dated November 4, 1994; and Amendment
      No. 2 to Purchase and Sale Agreement (Phase I) between Robert G.
      Rogers and Jonathan B. Weller, as Trustees, and on behalf of all
         other Trustees of the Pennsylvania Real Estate Investment Trust and
       Arbern Investors VIII, L.P., each a Delaware limited partnership,
         dated November 4, 1994, incorporated hereby by reference to Exhibit
        10.9 to Registrant's Form 8-K dated November 10, 1994 and filed on
November 23, 1994.                                        

     10.10 Employment Agreement dated as of December 14, 1993 between Registrant
and Jonathan B. Weller.                                   

   10.11 Registrant's Amended Incentive and Non Qualified Stock Option Plan,
   incorporated hereby by reference to Exhibit A to Registrant's
          definitive proxy statement for the annual meeting of shareholders on
         December 15, 1994 which was filed November 17, 1994 (Exhibit 13.2).

     10.12 Registrant's 1993 Jonathan B. Weller Non Qualified Stock Option Plan,
   incorporated hereby by reference to Exhibit B to Registrant's
          definitive proxy statement for the annual meeting of shareholders on
         December 15, 1994 which was filed November 17, 1994 (Exhibit 13.2).

13.1  "Market Price and Distribution Record" contained on inside cover
      page; "Financial Highlights" contained on page 1 of Registrant's
1994 Annual Report to Shareholders; consolidated financial
       statements including "notes to consolidated financial statements"
       and "report of independent public accountants" contained on pages
       12-14, pages 15-19 and page 20, respectively of Registrant's 1994
     Annual Report to Shareholders; and "Management's Discussion and
Analysis of Financial Condition                           

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         and Results of Operations" contained on pages 21-24 of Registrant's
1994 Annual Report to Shareholders.                       

 13.2  Registrant's definitive proxy statement for the annual meeting of
          shareholders on December 15, 1994 which was filed November 17, 1994.

22.   Listing of subsidiaries                                         

27.   Financial Data Schedule.                                        

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SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  the  registrant  has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized.             

                             PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
          (Registrant)

Date: November 28, 1994            By:  s/ Sylvan M. Cohen                      
                --------------------
                                   Sylvan M. Cohen, Chairman and
                             Chief Executive Officer

POWER OF ATTORNEY 

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and   appoints   Sylvan  M.  Cohen  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all  amendments  to this  Annual  Report,  and to file  the  same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent,  full power and  authority to do and perform each and every act and thing
requisite  and  necessary to be done in and about the  premises,  as fully as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and  agent or  their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.                               

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated:                    

s/ Sylvan M. Cohen                                                              
---------------------------------------                                         
Sylvan M. Cohen,                             November 28, 1994                  
Chairman and Chief Executive Officer and                                        
Trustee                                                                         
(Principal Executive Officer)                                                   

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s/ Jonathan B. Weller                                                           
---------------------------------------                                         
Jonathan B. Weller,                          November 28, 1994                  
President and Chief Operating Officer                                           
and Trustee                                                                     

s/ William R. Dimeling                                                          
---------------------------------------                                         
William R. Dimeling,                         November 28, 1994                  
Trustee                                                                         

s/ Jack Farber                                                                  
---------------------------------------                                         
Jack Farber,                                 November 28, 1994                  
Trustee                                                                         

s/ Robert Freedman                                                              
---------------------------------------                                         
Robert Freedman,                             November 28, 1994                  
Trustee                                                                         

---------------------------------------                                         
Lee Javitch,                                 November   , 1994                  
Trustee                                                                         

---------------------------------------                                         
Samuel J. Korman,                            November   , 1994                  
Trustee                                                                         

---------------------------------------                                         
Jeffrey P. Orleans,                          November   , 1994                  
Trustee                                                                         

s/ Robert G. Rogers                                                             
---------------------------------------                                         
Robert G. Rogers,                            November 28, 1994                  
Executive Vice President and Trustee                                            

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s/ Jeffrey A. Linn                                                              
---------------------------------------                                         
Jeffrey A. Linn,                             November 28, 1994                  
Vice President - Acquisitions and                                               
Secretary                                                                     

s/ Dante J. Massimini                                                           
---------------------------------------                                         
Dante J. Massimini,                          November 28, 1994                  
Vice President - Fiance and Treasurer                                           
(Principal Financial and Accounting                                             
Officer)                                                                        

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                                                                   SCHEDULE VIII

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 

VALUATION AND QUALIFYING ACCOUNTS 

                                                        [Enlarge/Download Table]


         Column A               Column B                 Column C              Column D     Column E  
                                                         Additions                                    
                                             -------------------------------                          
                                 Balance       Charged to        Charged to                Balance at 
                               Beginning of    Costs and           Other                     End of   
      Description                Period         Expenses          Accounts    Deductions     Period   
-----------------------------  ------------   -----------        ----------   -----------  ---------- 
                                                                                                      
ALLOWANCE FOR POSSIBLE                                                                                
 LOSSES:                                                                                              

   Year ended August 31, 1994  $1,440,000     $1,795,000           $   -          $    -   $3,235,000 
                               ==========     ==========           =====          ======   ===========

   Year ended August 31, 1993  $1,120,000     $  320,000           $   -          $    -   $1,440,000 
                               ==========     ==========           =====          ======   ===========

   Year ended August 31, 1992  $  800,000     $  320,000           $   -          $    -   $1,120,000 
                               ==========     ==========           =====          ======   ===========


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                                                                     SCHEDULE XI
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 

REAL ESTATE AND ACCUMULATED DEPRECIATION--AUGUST 31, 1994 

                                                        [Enlarge/Download Table]


         Column A                                            Column B                        Column C   
                                                            Encumbrances                                
                                            --------------------------------------------                
                                             Interest          Maturity        Balance at   Initial Cost
       Description                            Rate              Date           8/31/94       to Trust   
---------------------------------------     --------         ----------       ---------    ------------ 
                                                                                                        
APARTMENT BUILDINGS:                                                                                    
    2031 Locust Street-                                                                                 
       Land                                                                   $              $  100,000 
       Building and improvements                                                              1,028,000 
       Furniture and portable equipment                                                                 
Camp Hill Plaza Apartments-                                                                             
       Land                                   9.5%              3/1/2007       7,057,000        336,000 
       Building and improvements                                                              2,910,000 
       Furniture and portable equipment                                                         150,000 
Chateau Apartments-                                                                                     
       Land                                                                                     110,000 
       Building and improvements                                                              1,004,000 
       Furniture and portable equipment                                                         159,000 
Cobblestone Apartments-                                                                                 
       Land                              7.50% to 8.25%       12/16/2002       9,163,000      2,860,000 
       Building and improvements                                                              9,331,000 
       Furniture and portable equipment                                                         249,000 
Kenwood Gardens-                                                                                        
       Land                                                                                     489,000 
       Building and improvements                                                              3,007,000 
       Furniture and portable equipment                                                         228,000 
Lakewood Hills Apartments-                                                                              
       Land                                                                                     501,000 
       Building and improvements                                                             10,935,000 
       Furniture and portable equipment                                                         468,000 
Marylander Apartments-                                                                                  
       Land                                                                                     117,000 
       Building                                                                               4,013,000 
       Furniture and portable equipment                                                         327,000 
Shenandoah Village-                                                                                     
       Land                                                                                   2,200,000 
       Building and improvements                                                              8,695,000 
       Furniture and portable equipment                                                         220,000 
Emerald Point                                                                                           
       Land                                  7.49%            3/1/2008         17,659,000     3,062,000 
       Building and improvements                                                             17,352,000 
       Furniture and portable equipment                                                       1,293,000 
Hidden Lakes-                                                                                           
       Land                                                                                   1,225,000 
       Building and improvements                                                             10,807,000 
       Furniture and portable equipment                                                         489,000 
Palms of Pembroke-                                                                                      
       Land                                                                                   4,868,000 
       Building and improvements                                                             16,389,000 
       Furniture and portable equipment                                                         531,000 

                                                        [Enlarge/Download Table]

         Column A                             Column D         Column E        Column F       Column G&H     Column I   

                                             Improvements,     Amount at                                                
                                               Net of        Which Carried    Accumulated        Date                   
                                             Retirements        8/31/94       Depreciation    Constructed   Depreciable 
       Description                          Etc. (Note 4)    (Notes 1 & 2)      (Note 3)       or Acquired  Life (Years)
---------------------------------------   ---------------    ------------   --------------    ------------  ------------
APARTMENT BUILDINGS:                                                                                                    
                                                                                                                        
    2031 Locust Street-                                                                                                 
       Land                              $     -           $  100,000        $       -             1961                 
       Building and improvements          1,152,000         2,180,000         1,710,000                           11-25 
       Furniture and portable equipment     451,000           451,000           195,000                             10  
Camp Hill Plaza Apartments-                                                                                             
       Land                                    -              336,000                -             1969                 
       Building and improvements            607,000         3,517,000         2,578,000                        5-33-1/3 
       Furniture and portable equipment     413,000           563,000           259,000                           7-10  
Chateau Apartments-                                                                                                     
       Land                                    -              110,000                -             1964                 
       Building and improvements            341,000         1,345,000         1,000,000                          3-38   
       Furniture and portable equipment     294,000           453,000           270,000                          5-13   
Cobblestone Apartments-                                                                                                 
       Land                                    -            2,860,000               -              1992                 
       Building and improvements            274,000         9,605,000           419,000                         10-40   
       Furniture and portable equipment     161,000           410,000            55,000                          7-10   
Kenwood Gardens-                                                                                                        
       Land                                    -              489,000               -              1963                 
       Building and improvements          1,282,000         4,289,000         3,423,000                          8-38   
       Furniture and portable equipment     864,000         1,092,000           575,000                          8-10   
Lakewood Hills Apartments-                                                                                              
       Land                                    -              501,000               -       Phase I 1972                
       Building and improvements          1,012,000        11,947,000         6,429,000     Phase II 1975        8-45   
       Furniture and portable equipment   1,072,000         1,540,000           881,000     Phase III 1980        10    
Marylander Apartments-                                                                                                  
       Land                                    -              117,000               -          1962                     
       Building                           1,529,000         5,542,000         4,593,000                         10-39   
       Furniture and portable equipment     504,000           831,000           429,000                          5-10   
Shenandoah Village-                                                                                                     
       Land                                    -            2,200,000               -                                   
       Building and improvements            211,000         8,906,000           254,000        1993             10-39   
       Furniture and portable equipment     148,000           368,000            25,000                          5-10   
Emerald Point                                                                                                           
       Land                                    -            3,062,000               -          1993                     
       Building and improvements            813,000        18,165,000           703,000                         10-39   
       Furniture and portable equipment     186,000         1,479,000           205,000                          5-10   
Hidden Lakes-                                                                                                           
       Land                                    -            1,225,000               -          1994                     
       Building and improvements             35,000        10,842,000           142,000                         10-39   
       Furniture and portable equipment     101,000           590,000            14,000                          5-10   
Palms of Pembroke-                                                                                                      
       Land                                    -            4,868,000               -          1994                     
       Building and improvements             11,000        16,400,000            34,000                         10-39   
       Furniture and portable equipment       4,000           535,000             3,000                          5-10   

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                                                                     SCHEDULE XI
                                                                     (Continued)

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 

REAL ESTATE AND ACCUMULATED DEPRECIATION--AUGUST 31, 1994 

                                                        [Enlarge/Download Table]

        Column A                                                 Column B                                Column C   
                                                               Encumbrances                                         
                                      ------------------------------------------------------------                  
                                            Interest              Maturity            Balance at        Initial Cost
        Description                           Rate                  Date                8/31/94           to Trust  
------------------------------------        ---------           ------------        ------------      ------------- 
                                                                                                                    
INDUSTRIAL PROPERTIES:                                                                                              
ARA Services, Inc., Allentown, PA-                                                                                  
       Land                                                                     $                     $    3,000    
       Building and improvements                                                                          82,000    
ARA Services, Inc., Pennsauken, NJ-                                                                                 
       Land                                                                                               20,000    
       Building and improvements                                                                         190,000    
Interstate Container Corporation,                                                                                   
       Lowell, MA-                                                                                                  
       Land                                                                                               34,000    
       Building and improvements                                                                         364,000    
People's Drug (CVS), Annandale, VA-                                                                                 
       Land                                                                                              225,000    
       Building and improvements                                                                       1,873,000    
Sears, Roebuck and Company,                                                                                         
       Pennsauken, NJ-                                                                                              
       Land                                                                                               25,000    
       Building and improvements                                                                         206,000    
SHOPPING CENTERS AND RETAIL STORES:                                                                                 
Crest Plaza Shopping Center-                                                                                        
       Land                                                                                              278,000    
       Building and improvements                                                                       2,230,000    
       Furniture and portable equipment                                                                   -         
Sitler Tract-                                                                                                       
       Land                                                                                               54,000    
Ingleside Shopping Center --Acme Parcel-                                                                            
       Land                                    7.5%             8/1/2000          1,110,000              382,000    
       Building and improvements                                                                       1,471,000    
       Furniture and portable equipment                                                                    -        
South Blanding Village-                                                                                             
       Land                                                                                            2,946,000    
       Building and improvements                                                                       6,138,000    
       Furniture and portable equipment                                                                    -        
Mandarin Corners-                                                                                                   
       Land                                  9.125%             8/1/2008          9,030,000            4,891,000    
                                                                                -----------         ------------    
       Building and improvements                                                                      10,168,000    
       Furniture and portable equipment                                                                   -         

           Total for wholly owned and                                                                               
              consolidated partnership                                          $44,019,000         $137,033,000    
                                                                                -----------         ------------    

                                                        [Enlarge/Download Table]


          Column A                            Column D             Column E      Column F     Column G&H       Column I  

                                          Improvements, Net       Amount at                                              
                                                of              Which Carried    Accumulated     Date                    
                                            Retirements            8/31/94      Depreciation  Constructed    Depreciable 
        Description                       Etc. (Note 4)        (Notes 1 & 2)      (Note 3)    or Acquired    Life (Years)
-------------------------------------     -----------------    --------------   ------------  ------------  -------------
                                                                                                                         
INDUSTRIAL PROPERTIES:                                                                                                   
ARA Services, Inc., Allentown, PA-                                                                                       
       Land                               $        -          $    3,000       $       -         1962                    
       Building and improvements                   -              82,000            68,000                        10-40  
ARA Services, Inc., Pennsauken, NJ-                                                                                      
       Land                                        -              20,000               -         1962                    
       Building and improvements                   -             190,000           148,000                        10-50  
Interstate Container Corporation,                                                                                        
       Lowell, MA-                                                                                                       
       Land                                        -              34,000               -         1963                    
       Building and improvements            1,404,000          1,768,000         1,066,000                        20-50  
People's Drug (CVS), Annandale, VA-                                                                                      
       Land                                       -              225,000               -         1962                    
       Building and improvements              476,000          2,349,000         1,347,000                        25-55  
Sears, Roebuck and Company,                                                                                              
       Pennsauken, NJ-                                                                                                   
       Land                                       -               25,000               -         1963                    
       Building and improvements              176,000            382,000           284,000                        10-50  

SHOPPING CENTERS AND RETAIL STORES:                                                                                      
Crest Plaza Shopping Center-                                                                                             
       Land                                       -              278,000               -         1964                    
       Building and improvements            3,013,000          5,243,000         2,634,000                         20-40 
       Furniture and portable equipment        18,000             18,000            17,000                           10  
Sitler Tract-                                                                                                            
       Land                                       -               54,000               -         1964                    
Ingleside Shopping Center --Acme Parcel-                                                                                 
       Land                                       -              382,000               -         1980                    
       Building and improvements                8,000          1,479,000           630,000                         33-1/3
       Furniture and portable equipment         2,000              2,000             2,000                           10  
South Blanding Village-                                                                                                  
       Land                                       -            2,946,000               -         1988                    
       Building and improvements              279,000          6,417,000         1,151,000                         20-40 
       Furniture and portable equipment                                                                              10  
Mandarin Corners-                                                                                                        
       Land                                                    4,891,000                          1988                   
       Building and improvements              407,000         10,575,000         2,192,000                         33-1/3
       Furniture and portable equipment                             -                                                    
                                         ------------       ------------       -----------                               
           Total for wholly owned and                                                                                    
              consolidated partnership   $ 17,248,000       $154,281,000       $33,735,000                               
                                         ------------       ------------       -----------                               

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PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 
                                                                    SCHEDULOE XI
                                                                     (Continued)

                                                        [Enlarge/Download Table]
                                                                                        
NOTES:                                                                                  
    (1)  Reconciliation of amount shown in Column E:                                    
             Balance, August 31, 1993                                       $112,262,000

             Additions during the year-                                                 
                Improvements, furniture and portable                                    
                   equipment                              $    2,142,000                
                Land                                           6,094,000                
                Building                                      28,748,000                

                Assignment of Mandarin Corners                                          
                    50% partnership interest-                                           
                      Land                                     4,891,000                
                      Building                                10,575,000     52,450,000 
                                                             -----------                
             Deductions during the year-                                                
                Retirements                                                          -  
                Properties sold                                             (10,431,000)
                                                                          ------------- 
             Balance, August 31, 1994                                      $154,281,000 
                                                                          ============= 
    (2)  The aggregate cost for federal income tax                                      
             purposes is approximately                                     $153,072,000 
                                                                          ============= 
    (3)  Reconciliation of amount shown in Column F:                                    
             (Accumulated Depreciation):                                                

             Balance, August 31, 1993                                      $ 34,953,000 

             Depreciation during the year-                                              
                Buildings and improvements                     2,863,000                
                Furniture and portable equipment                 615,000      3,478,000 
                                                              ----------                

             Assignment of Mandarin Corners                                             
                 50% partnership interest-                                              
                   Buildings and improvements,                                          
                      accumulated depreciation at                                       
                      date of assignment                                      1,984,000 

             Deductions during the year-                                                
                Retirements                                                          -  
                Properties sold                                              (6,680,000)
                                                                          ------------- 

             Balance, August 31, 1994                                      $ 33,735,000 
                                                                          ============= 
    (4)  Cost of improvements, net of retirements, etc.,                                
             consists of the following:                                                 
                Cost of improvements                                       $ 17,248,000 
                Retirements                                                          -  
                                                                          ------------- 
                                                                           $ 17,248,000 
                                                                          ============= 

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                                                                    SCHEDULE XII
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 

MORTGAGE LOANS ON REAL ESTATE--AUGUST 31, 1994

                                                        [Enlarge/Download Table]

         Column A         Column B      Column C         Column D           Column E     Column F      Column G    Column H    
                                                                                                                   Principal   
                                                                                                       Carrying  Amount of Loan
                                                     Periodic Payment                  Outstanding      Amount     Subject to  
                                                          Terms                         Principal         of       Delinquent  
                         Interest       Maturity  ------------------------    Prior     Amount of      Mortgage     Principal  
       Description         Rate           Date    Interest       Principal    Liens      Mortgage      (Note 5)    or Interest 
----------------------   --------       --------  --------       ---------   ------     ----------     --------   ------------ 
                                                                                                                               
Samuel Lauter             (Note 2)      (Note 4)  Monthly        (Note 4)     None      $560,000      $560,000         None    

Donald Cafiero            (Note 2)      (Note 4)  Monthly        (Note 4)     None       568,000       568,000         None    

Charles A. Lotz, Jr.                                                                                                           
  (Note 3)            2% over prime     (Note 3)  Monthly        (Note 3)     None       521,000       521,000       $521,000  
                                                                                     -----------    ----------                 
                                                                                      $1,649,000    $1,649,000                 
                                                                                      ==========    ==========                 
NOTES:                                                                                                                         
 (1)  Reconciliation of mortgage loans-                                                                                        
       Balance at August 31, 1993                                                     $1,655,000                               
       Advances during period                                                                  -                               
       Repayments during period                                                           (6,000)                              
                                                                                      ----------                               
       Balance at August 31, 1994                                                     $1,649,000                               
                                                                                      ==========                               

(2)   The interest rate is 1% over the prime rate but not less than 10% or more 
than 18%.                                                           

(3)   The loan was not paid on the maturity date of December 15, 1990. The loan 
is on a nonaccrual basis.                                           

(4)   The loan was not paid on the maturity date of February 15, 1990. Beginning
    in March 1992, 25% of all distributions due are applied to the repayment
of the loan.                                                        

(5)   The aggregate cost for federal income tax purposes is the same as the cost
shown in Column G.                                                  

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON SUPPLEMENTAL SCHEDULES 

To Pennsylvania Real Estate Investment Trust:                                   

    We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements included in Pennsylvania Real Estate      
Investment Trust's annual report to shareholders incorporated by reference in   
this Form 10-K, and have issued our report thereon dated October 24, 1994. Our  
audit was made for the purpose of forming an opinion on those statements taken  
as a whole. The supplemental schedules are the responsibility of the Trust's    
management and are presented for purposes of complying with the Securities and  
Exchange Commission's rules and are not part of the basic consolidated financial
statements. These schedules have been subjected to the auditing procedures      
applied in the audit of the basic consolidated financial statements and, in our 
opinion, fairly state in all material respects the financial data required to be
set forth therein in relation to the basic consolidated financial statements    
taken as a whole.                                                               

                                                             ARTHUR ANDERSEN LLP

Philadelphia, Pa.,                                                              
October 24, 1994                                                            

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LEHIGH VALLEY ASSOCIATES

FINANCIAL STATEMENTS
AS OF AUGUST 31, 1993 
TOGETHER WITH AUDITORS' REPORT

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LEHIGH VALLEY ASSOCIATES

BALANCE SHEET 

AUGUST 31, 1993 

ASSETS:                                                                         
Real estate at cost (Notes 1 and 2):                                        
   Land                                                            $ 8,406,814
   Building and improvements                                        19,959,224
   Furniture and equipment                                             267,882
                                                                   -----------
                                                                    28,633,920
    Less-Accumulated depreciation                                    (9,930,046)
                                                                   -----------
                                                                    18,703,874
 Cash and cash equivalents                                             665,034
 Due from tenants and others                                           886,020
 Prepaid expenses and other assets                                     456,064
                                                                   -----------
                                                                   $20,710,992
                                                                   ===========
LIABILITIES AND PARTNERS' DEFICIT:                                              
 Mortgages payable (Note 3)                                        $23,316,368
Accrued expenses and other liabilities, including                           
  accrued interest of $175,600                                         704,856
                                                                   -----------
                                                                    24,021,224
Commitments (Notes 5 and 6)                                                 

  Partners' deficit                                                  (3,310,232)
                                                                   -----------
                                                                   $20,710,992
                                                                   ===========

The accompanying notes are an integral part of this statement.

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LEHIGH VALLEY ASSOCIATES

STATEMENT OF OPERATIONS 

FOR THE YEAR ENDED AUGUST 31, 1993

INCOME:                                                                         
Rentals (Notes 2 and 6):                                                    
   Minimum                                                         $ 8,231,046
   Percentage                                                          898,470
Tenant reimbursements:                                                      
   Common area maintenance                                           2,317,249
   Utilities                                                           721,734
   Real estate taxes                                                   692,026
   Insurance                                                            18,342
 Other                                                                 302,835
                                                                   -----------
                                                                    13,181,702
                                                                   -----------
EXPENSES:                                                                       
 Common area expenses                                                2,440,426
 Interest (Note 3)                                                   2,135,634
 Real estate taxes                                                     692,976
 Depreciation and amortization (Note 2)                                667,480
 Management fees (Note 5)                                              645,936
 Other property operating expenses                                     307,120
                                                                   -----------
                                                                     6,889,572
                                                                   -----------
 Net income                                                        $ 6,292,130
                                                                   ===========

The accompanying notes are an integral part of this statement.

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LEHIGH VALLEY ASSOCIATES

STATEMENT OF PARTNERS' DEFICIT

FOR THE YEAR ENDED AUGUST 31, 1993

                                                                [Download Table]


                                              Other                   
                               PREIT        Partners        Total     
                            ------------  -------------  ------------ 
                                                                      
BALANCE, SEPTEMBER 1, 1992  $(1,472,681)  $(1,472,681)    $(2,945,362)

Net income                    3,146,065     3,146,065       6,292,130 
Cash distributions           (3,328,500)   (3,328,500)     (6,657,000)
                            -----------   -----------     ----------- 
BALANCE, AUGUST 31, 1993    $(1,655,116)  $(1,655,116)    $(3,310,232)
                            ===========   ===========     =========== 


The accompanying notes are an integral part of this statement.

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LEHIGH VALLEY ASSOCIATES

STATEMENT OF CASH FLOWS 

FOR THE YEAR ENDED AUGUST 31, 1993

                                                                [Download Table]


CASH FLOWS FROM OPERATING ACTIVITIES:                                    
                                                                         
  Net Income                                                $  6,292,130 
  Adjustments to reconcile net income to net                             
   cash provided by operating activities-                                
     Depreciation and amortization                               667,480 
     Changes in assets and liabilities-                                  
       Increase in due from tenants and others                  (166,702)
       Increase in prepaid expenses and other assets             (10,606)
       Increase in accrued expenses and other liabilities         38,744 
                                                            ------------ 
         Net cash provided by operating activities             6,821,046 
                                                            ------------ 
CASH FLOWS FROM INVESTING ACTIVITIES:                                    
  Expenditures for property                                      (29,646)
                                                            ------------ 
        Net cash used in investing activities                    (29,646)
                                                            ------------ 

CASH FLOWS FROM FINANCING ACTIVITIES:                                    
  Principal payments on mortgage loans                          (475,604)
  Distributions paid to partners                              (6,657,000)
                                                            ------------ 

        Net cash used in financing activities                 (7,132,604)
                                                            ------------ 

DECREASE IN CASH AND CASH EQUIVALENTS                           (341,204)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                   1,006,238 
                                                            ------------ 

CASH AND CASH EQUIVALENTS, END OF YEAR                      $    665,034 
                                                           ============= 


The accompanying notes are an integral part of this statement.

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LEHIGH VALLEY ASSOCIATES

NOTES TO FINANCIAL STATEMENTS 

AUGUST 31, 1993 

1.  ORGANIZATION AND NATURE OF BUSINESS:                                        

Lehigh Valley Associates, a Pennsylvania limited partnership (the     
Partnership), was formed on July 31, 1973 for the purpose of developing and     
operating a regional shopping center property. The regional shopping center and 
an office building are located in Whitehall, Pennsylvania. Two retail department
stores own adjacent property upon which each has constructed a store. The       
partners and their respective ownership interests are as follows:               

General Partners                                      
Pennsylvania Real Estate                          
         Investment Trust (PREIT)                          30.0%
      Delta Ventures, Inc.                                 0.5
Limited Partners -                                    
Pennsylvania Real Estate                          
        Investment Trust                                  20.0
      Various Individuals                                 49.5
                                                         -----
                                                          100.0%
                                                         =====

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:                                 

Real Estate                                                                     

  Depreciation is computed on the straight-line method over 10 to 35 years
for buildings and improvements and 10-20 years for furniture and equipment,     
representing the estimated useful lives of such assets.                         

     Betterments, renewals and extraordinary repairs that extend the life of the
property are capitalized. Other repairs and maintenance are expensed.           

Recognition of Rental Income                                                    

   The Partnership recognizes minimum rental income on a straight-line basis
over the applicable lease term. Percentage rents are accrued as income for those
tenants whose annualized reported sales at August 31 exceeded the minimum annual
sales volumes required for percentage rents.                                    

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Income Taxes                                                                    

 No provision has been made for federal or state income taxes since such
taxes are the liability of the individual partners. The Partnership's tax       
returns and the amount of allocable Partnership profits or losses are subject to
examination by federal and state taxing authorities. If such examinations result
in changes to Partnership profits or losses, the tax liability of the partners  
would be changed accordingly.                                                   

Cash Equivalents                                                                

    For purposes of reporting cash flows, the Partnership considers all highly
liquid investments with initial maturities of three months or less to be cash   
equivalents.                                                                    

3.  MORTGAGES PAYABLE:                                                          

                                                                [Download Table]

                                                                                  
Mortgage note on shopping center property--payable in monthly                     
 installments of $192,002, including interest at 9% through 2012       $20,834,786
Mortgage note on shopping center property--payable in monthly                     
 installments of $16,909, including interest at 9-3/4%, through 2012     1,744,159
Mortgage note on shopping center property--payable in monthly                     
 installments of $4,475, including interest at 10-3/8%, through 2012       442,960
Mortgage note on office building and land--payable in monthly                     
 installments of $4,434, including interest at 8%, through 2000            294,463
                                                                      ------------
                                                                       $23,316,368
                                                                      ============


The above mortgages are collateralized and recourse is limited to the 
respective real estate and tenant leases.                                       

Principal payments on the mortgages are due as follows:               

Years Ending August 31:                                       
1994                                 $   520,000          
1995                                     568,000          
1996                                     622,000          
1997                                     682,000          
1998                                     746,000          
Thereafter                            20,178,368          
                           -----------
                           $23,316,368
                           ===========

Interest paid in fiscal 1993 amounted to $2,138,234.                  

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4.  PARTNERS' EQUITY (DEFICIT):                                                 

     In accordance with the Partnership agreement, cash flow from operations, as
defined, shall be distributed and profits shall be allocated on a pro-rata basis
in accordance with the partners' respective ownership interests.                

5.  MANAGEMENT FEES:                                                            

    Management fees are paid to an affiliate of certain of the various limited
partners, pursuant to the terms of a management agreement, at the rate of 5% of 
gross receipts from the property (as defined). In addition, the affiliate       
provides the center and its tenants with electricity.                           

6.  LEASES:                                                                     

  The Partnership earns rental income under leases with retail stores. All
leases are accounted for as operating leases. Leases generally provide for      
minimum rentals plus percentage rentals based on the stores' sales volume and   
also require each store to pay a portion of real estate taxes and common area   
expenses. In addition, leases provide for the stores to pay utility charges to  
an affiliate. Lease periods generally range from 10 to 20 years and contain     
various renewal options. The Partnership also earns rental income under leases  
with commercial tenants located in its office building. Such leases generally   
provide for the tenant to pay minimum rentals plus a portion of increases in    
real estate taxes and operating expenses. Commercial lease periods generally    
range from 3 to 5 years and contain various renewal options.                    

 The following schedule of future minimum rental payments required under
noncancelable operating leases as of August 31, 1993 does not include any       
amounts due as percentage rent or amounts that would be due from new leases or  
the exercise of renewal options under existing leases:                          

Years Ending August 31:                                       
1994                                   $ 8,670,000        
1995                                     8,637,000        
1996                                     8,529,000        
1997                                     7,169,000        
1998                                     6,208,000        
Thereafter                              26,163,000        
                               -----------
Total minimum future rentals           $65,376,000        
                               ===========

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of                                                              
Lehigh Valley Associates:                                                       

    We have audited the accompanying balance sheet of Lehigh Valley Associates
(a Pennsylvania limited partnership) as of August 31, 1993, and the related     
statements of operations, partners' deficit, and cash flows for the year then   
ended. These financial statements are the responsibility of the Partnership's   
management. Our responsibility is to express an opinion on these financial      
statements based on our audit.                                                  

We conducted our audit in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.          

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lehigh Valley Associates as 
of August 31, 1993, and the results of its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.   

                                                             ARTHUR ANDERSEN LLP

Philadelphia, Pa.                                                               
October 25, 1993                                                                

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Financial Statements

Lehigh Valley Associates
(A Limited Partnership) 

Years ended December 31, 1992 and 1991
with Report of Independent Auditors 

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Lehigh Valley Associates
(A Limited Partnership) 

Financial Statements

Years ended December 31, 1992 and 1991

Contents

Report of Independent Auditors................................................1 

Audited Financial Statements                                                    

Balance Sheets................................................................2 
Statements of Operations......................................................3 
Statements of Partners' Deficiency............................................4 
Statements of Cash Flows......................................................5 
Notes to Financial Statements.................................................6 

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Report of Independent Auditors

To the Partners of                                                              
Lehigh Valley Associates                                                    

     We have audited the accompanying balance sheets of Lehigh Valley Associates
(a limited partnership) as of December 31, 1992 and 1991, and the related       
statements of operations, partners' deficiency, and cash flows for the years    
then ended. These financial statements are the responsibility of Lehigh Valley  
Associates' management. Our responsibility is to express an opinion on these    
financial statements based on our audits.                                       

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lehigh Valley Associates at 
December 31, 1992 and 1991, and the results of its operations and its cash flows
for the years then ended, in conformity with generally accepted accounting      
principles.                                                                     

             ERNST & YOUNG

March 10, 1993                                                                  

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Lehigh Valley Associates
(A Limited Partnership) 

Balance Sheets

                                                        [Enlarge/Download Table]


                                                               December 31              
                                                          1992                 1991     
                                                     -----------           ------------ 
                                                                                        
Assets                                                                                  
Real estate at cost (Notes 1 and 2):                                                    
  Land                                               $ 5,752,083            $ 5,752,083 
  Regional shopping center building and                                                 
   building improvements                              21,544,931             21,511,426 
  Office building                                        587,771                587,771 
                                                     -----------           ------------ 
                                                      27,884,785             27,851,280 
  Less accumulated depreciation                       10,143,108              9,485,638 
                                                     -----------           ------------ 
                                                      17,741,677             18,365,642 

Cash and cash equivalents                                871,952              1,072,176 
Due from tenants and others                            2,997,471              2,701,925 
Prepaid expenses and other assets                        346,084                370,080 
                                                     -----------           ------------ 
                                                     $21,957,184            $22,509,823 
                                                     ===========           ============ 

Liabilities                                                                             
Mortgages payable (Note 2)                           $23,638,169            $24,086,147 
Accrued expenses and other liabilities, including                                       
  accrued interest (1992--$178,642; 1991--$182,006)    1,203,621              1,043,212 
                                                     -----------           ------------ 
                                                      24,841,790             25,129,359 

Partners' deficiency                                  (2,884,606)            (2,619,536)
                                                     -----------           ------------ 
                                                     $21,957,184            $22,509,823 
                                                     ===========           ============ 


See accompanying notes. 

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Lehigh Valley Associates

(A Limited Partnership) 

Statements of Operations

                                                        [Enlarge/Download Table]


                                                          Year ended December 31      
                                                         1992                  1991   
                                                     ----------            ---------- 
                                                                                      
 Income:                                                                              
  Rentals (Notes 1 and 4):                                                            
    Minimum                                          $8,285,210            $6,715,946 
    Percentage                                        1,005,293             1,388,653 
                                                     ----------            ---------- 
                                                      9,290,503             8,104,599 
  Sundry                                                241,380               242,005 
                                                     ----------            ---------- 
                                                      9,531,883             8,346,604 
                                                     ----------            ---------- 
Expenses, other than depreciation and amortization:                                   
  Real estate taxes, net of tenants' reimbursements                                   
   (1992--$614,062; 1991--$649,030)                      68,568                12,375 
  Interest (Note 2)                                   2,162,497             2,203,433 
  Management fees (Note 3)                              618,046               536,173 
  Common area expenses, net of tenants'                                               
   reimbursements (1992--$1,929,556;                                                  
   1991--$1,866,087)                                   (124,148)             (260,603)
  Other property expenses                               238,736               146,759 
                                                     ----------            ---------- 
                                                      2,963,699             2,638,137 
                                                     ----------            ---------- 
Income before depreciation and amortization           6,568,184             5,708,467 
Depreciation and amortization (Note 1)                  668,254               659,087 
                                                     ----------            ---------- 
Net income                                           $5,899,930            $5,049,380 
                                                     ==========            ========== 

See accompanying notes. 

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Lehigh Valley Associates
(A Limited Partnership) 

Statements of Partners' Deficiency

                                                        [Enlarge/Download Table]

                                                                             Distributions 
                                                  Partners'    Net Income     to Partners  
                                  Percentage     Deficiency     for the        During the  
                                 Interest Per      as of       Year Ended      Year Ended  
                                  Partnership    January 1,   December 31,    December 31, 
                                   Agreement        1991          1991            1991     
                                 ------------  -------------  -------------  --------------
                                                                                           
General Partners:                                                                          
 Delta Ventures, Inc.                  .50%    $   (13,221)    $   25,247     $  (25,125)  
 Pennsylvania Real Estate                                                                  
  Investment Trust                   30.00        (793,172)     1,514,814     (1,507,500)  

Limited Partners:                                                                          
 Estate of Morris A. Kravitz          9.00        (237,954)       454,444       (452,250)  
 Myles H. Tanenbaum                   8.55        (226,077)       431,722       (429,638)  
 Jordan A. Katz                       4.50        (118,973)       227,222       (226,125)  
 Robert T. Girling                    4.50        (118,974)       227,222       (226,125)  
 Lea R. Powell, Trustee under                                                              
  indenture of Arthur L. Powell       9.00        (237,910)       454,444       (452,250)  
 Harold G. Schaeffer                  4.50        (118,833)       227,222       (226,125)  
 Adele K. Schaeffer, Trustee                                                               
  under indenture of Harold G.                                                             
  Schaeffer                           4.50        (119,116)       227,222       (226,125)  
Richard A. Jacoby                     4.95        (130,907)       249,944       (248,737)  
Pennsylvania Real Estate                                                                   
 Investment Trust                    20.00        (528,779)     1,009,877     (1,005,000)  
                                   -------     -----------    -----------    -----------   
                                    100.00%    $(2,643,916)    $5,049,380    $(5,025,000)  
                                   =======     ===========    ===========    ===========   

                                                        [Enlarge/Download Table]

                                                              Distributions                 
                                  Partners'    Net Income      to Partners       Partners'  
                                 Deficiency     for the         During the      Deficiency  
                                   as of       Year Ended       Year Ended        as of     
                                December 31,  December 31,     December 31,     December 31,
                                    1991          1992             1992            1992     
                               -------------  ------------     -------------    ------------
                                                                                            
General Partners:                                                                           
 Delta Ventures, Inc.            $  (13,099)  $    29,500   $   (30,825)       $  (14,424)  
 Pennsylvania Real Estate                                                                   
  Investment Trust                 (785,858)    1,769,979    (1,849,500)         (865,379)  

Limited Partners:                                                                           
 Estate of Morris A. Kravitz       (235,760)      530,993      (554,850)         (259,617)  
 Myles H. Tanenbaum                (223,993)      504,444      (527,108)         (246,657)  
 Jordan A. Katz                    (117,876)      265,497      (277,425)         (129,804)  
 Robert T. Girling                 (117,877)      265,497      (277,425)         (129,805)  
 Lea R. Powell, Trustee under                                                               
  indenture of Arthur L. Powell    (235,716)      530,993      (554,850)         (259,573)  
 Harold G. Schaeffer               (117,736)      265,497      (277,425)         (129,664)  
 Adele K. Schaeffer, Trustee                                                                
  under indenture of Harold G.                                                              
  Schaeffer                        (118,019)      265,497      (277,425)         (129,947)  
Richard A. Jacoby                  (129,700)      292,047      (305,167)         (142,820)  
Pennsylvania Real Estate                                                                    
 Investment Trust                  (523,902)    1,179,986    (1,233,000)         (576,916)  
                                -----------   -----------   -----------       -----------   
                                $(2,619,536)  $ 5,899,930   $(6,165,000)      $(2,884,606)  
                                ===========   ===========   ===========       ===========   

See accompanying notes.                                                         

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Lehigh Valley Associates
(A Limited Partnership) 

Statements of Cash Flows

                                                                [Download Table]


                                                      Year ended December 31       
                                                     1992                 1991     
                                                  ----------          ------------ 
                                                                                   
Operating activities                                                               
Net income                                        $5,899,930           $ 5,049,380 
Adjustments to reconcile net income to net cash                                    
 provided by operating activities:                                                 
  Depreciation and amortization                      668,254               659,087 
  Changes in operating assets and liabilities:                                     
    Increase in due from tenants and others         (295,546)              (89,338)
    Decrease (increase) in prepaid expenses                                        
     and other assets                                 13,212               (25,512)
    Increase in accrued expenses and                                               
     other liabilities                               160,409               134,433 
                                                  ----------           ----------- 
Net cash provided by operating activities          6,446,259             5,728,050 

Investing activities                                                               
Expenditures for property                            (33,505)              (96,991)
                                                  ----------           ----------- 
Net cash used in investing activities                (33,505)              (96,991)

Financing activities                                                               
Principal payments on mortgage loans                (447,978)             (409,522)
Distributions paid to partners                    (6,165,000)           (5,025,000)
                                                  ----------           ----------- 
Net cash used in financing activities             (6,612,978)           (5,434,522)
                                                  ----------           ----------- 
(Decrease) increase in cash and cash equivalents    (200,224)              196,537 
Cash and cash equivalents at beginning of year     1,072,176               875,639 
                                                  ----------           ----------- 
Cash and cash equivalents at end of year          $  871,952           $ 1,072,176 
                                                  ==========           =========== 

See accompanying notes. 

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Lehigh Valley Associates
(A Limited Partnership) 

Notes to Financial Statements 

December 31, 1992 

1.  Summary of Significant Accounting Policies                                  

Real Estate                                                                     

    The Partnership owns and operates a regional shopping center and an office
building (the "Property") located in Whitehall, Pennsylvania. Two retail        
department stores own adjacent property upon which each has constructed a store 
as part of the Property.                                                        

    Depreciation is computed on the straight-line method over 35 years for the
shopping center and 22 years for the office building, representing the estimated
lives of such assets.                                                           

Recognition of Rent Income                                                      

 The Partnership recognizes minimum rent income on a straight-line basis
over the applicable lease term. Percentage rents are accrued as income for those
tenants whose reported sales at December 31 exceeded the minimum annual sales   
volumes required for percentage rents.                                          

Income Taxes                                                                    

     In conformity with the Internal Revenue Code and applicable state and local
tax statutes, taxable income or loss of the limited partnership is required to  
be reported in the tax returns of the partners in accordance with the terms of  
the limited partnership agreement and, accordingly, no provision has been made  
in the accompanying financial statements for any federal, state, or local taxes.

Cash Equivalents                                                                

    For purposes of the Statement of Cash Flows, the Partnership considers all
highly liquid investments with maturities of three months or less when purchased
to be cash equivalents.                                                         

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Lehigh Valley Associates
(A Limited Partnership) 

Notes to Financial Statements (continued) 

2. Mortgages Payable                                                            

                                                                [Download Table]


                                                          1992             1991    
                                                    --------------  ---------------
                                                                                   
Mortgage note on Property--payable in monthly                                      
    installments of $192,002, including interest                                   
    at 9% through 2012                                 $21,111,312      $21,496,295

Mortgage note on Property--payable in monthly                                      
    installments of $16,909, including interest at                                 
    9-3/4%, through 2012                                 1,765,281        1,794,507

Mortgage note on Property--payable in monthly                                      
    installments of $4,475, including interest at                                  
    10-3/8%, through 2012                                  447,925          454,760

Mortgage note on office building and fringe land--                                 
    payable in monthly installments of $4,434,                                     
    including interest at 8%, through 2001                 313,651          340,585
                                                       -----------      -----------
                                                       $23,638,169      $24,086,147
                                                       ===========      ===========

  The above mortgages are collateralized by the respective real estate and
tenant leases.                                                                  

Principal payments on the mortgages are due as follows:               

Years ending December 31:                                                       
  1993                                                             $   490,052
  1994                                                                 536,085
  1995                                                                 586,447
  1996                                                                 641,551
  1997                                                                 701,838
  Thereafter                                                        20,682,196
                                                                   -----------
                                                                   $23,638,169
                                                                   ===========

Interest paid in 1992 and 1991 amounted to $2,165,861 and $2,207,579, 
respectively.                                                                   

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Lehigh Valley Associates
(A Limited Partnership) 

Notes to Financial Statements (continued) 

3.  Management Fees                                                             

Management fees were paid to an affiliate, pursuant to the terms of a 
management agreement, at the rate of 5% of gross receipts from the Property (as 
defined). In addition, an affiliate provides the center and its tenants with    
electricity.                                                                    

4.  Leases                                                                      

  The Partnership earns rental income under leases with retail stores. All
leases are accounted for as operating leases. Leases generally provide for      
minimum rentals plus percentage rentals based on the stores' sales volume and   
also require each store to pay a portion of real estate taxes and common area   
expenses. In addition, leases provide for the stores to pay utility charges to  
an affiliate. Lease periods generally range from 10 to 20 years and contain     
various renewal options. The Partnership also earns rental income under leases  
with commercial tenants located in its office building. Such leases generally   
provide for the tenant to pay minimum rentals plus a portion of increases in    
real estate taxes and operating expenses. Commercial lease periods generally    
range from 3 to 5 years and contain various renewal options.                    

The following is a schedule by years of future minimum rental payments
required under noncancelable operating leases as of December 31, 1992 and does  
not include any amounts due as percentage rent or amounts that would be due from
new leases or the exercise of renewal options under existing leases:            

Years ending December 31:                                                       
 1993                                                             $7,199,000
 1994                                                              7,024,000
 1995                                                              6,913,000
 1996                                                              6,642,000
 1997                                                              4,997,000
 Thereafter                                                       19,504,000
                                                              --------------
Total minimum future rentals                                       $52,279,000  
                                                              ==============

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		12/31/94		19
		12/15/94		2		26			DEF 14A
Filed on:		11/29/94
		11/28/94		27		29
		11/23/94		2		25			8-K
		11/17/94		2		26			DEF 14A
		11/10/94		5		25			8-K
		11/4/94		25
		11/1/94		19
		10/24/94		35
		9/24/94		25
		9/13/94		18
For Period End:		8/31/94		1		34
		8/15/94		4		24			8-K
		8/1/94		4		24			8-K
		6/28/94		24
		6/22/94		17
		6/20/94		18
		5/31/94		23
		5/27/94		17
		5/9/94		24
		3/29/94		21
		2/23/94		9
		2/1/94		9		20
		12/14/93		20		25
		10/25/93		44
		8/31/93		21		44
		7/12/93		24
		3/29/93		23
		3/10/93		47
		12/31/92		21		54
		9/1/92		39
		8/31/92		21		30
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