REIT's Liquidation Marred by Unwanted Offer

According to an offer obtained by Malan and a subsequent news release issued by MacKenzie, MacKenzie is offering $4.65 per share, less distributions paid after May 30, for the Malan stock, substantially below the closing price of Malan's common stock on June 25 of $5.45.

The offer is said to expire on July 17, 2002, according to the news release.

Malan filed a preliminary proxy statement with the Securities and Exchange Commission last week outlining its proposed plan of liquidation to be voted on by shareholders at its annual meeting, tentatively scheduled for Aug. 28.

Contained in the proxy statement is the company's estimate of net proceeds of liquidation to be distributed to shareholders, which is expected to range from $4.75 to $8.50 per share.

"We continue to believe that $8 per share is a realistic expectation of net proceeds to be distributed in liquidation," says Jeffrey Lewis, president and chief executive officer of Malan. "Even if a shareholder were not inclined to wait out the liquidation process, based on the current trading prices, he or she could do substantially better than the MacKenzie offer by selling in the open market."

The company said it has had no contact with MacKenzie regarding the tender offer, either prior to or after the announcement of the offer, and it became aware of the offer through inquiries from brokers and through press releases issued by MacKenzie.

Neither Malan nor its officers and directors have any affiliation with MacKenzie.

Malan owns a portfolio of 57 properties located in nine states that contains an aggregate of approximately 5.4 million sf of gross leasable area.

Founded in 1982, MacKenzie Patterson, Inc. is an investment management firm that acquires positions in a wide variety of illiquid, discounted real estate securities, and then seeks to resolve the problems causing the illiquidity and sell the underlying assets for a profit.