They have also approved the appointment of Wells Fargo BankMinnesota, National Association as the trustee of Pacific Gulf'sliquidating trust, which will be set up before the merger closes.The company plans to establish the trust and transfer cash and itstwo remaining industrial properties to it, according to a companyspokesperson.

Beneficial interests in the trust will be distributed to allthose shareholders of record who hold Pacific Gulf shares on theeffective date of the merger. Each shareholder will receive aninterest that is proportional to the amount of common stock heldwhen compared to Pacific Gulf's outstanding shares of commonstock.

In addition, the liquidating trust will be responsible forselling the assets transferred to it and then distributing thoseproceeds to the shareholders. Although Pacific Gulf officials saythey can't give any definitive assurances of the amount or timingof distributions, they do estimate that these assets could producedistributions of up to $2.20 per share.

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