The local property involved in the transaction is the 74,764-sfHighland Fair shopping center in Gresham, OR. The mall is anchoredby a Safeway grocery store and is 98% leased. The acquisition givesAegis a total of two Oregon properties. Aegis already owns HollyFarm in Portland, a 112,617-sf shopping center that is 90.3% leasedand anchored by Albertson's and Staples.

The transaction is subject to Aegis' stockholder approval andcustomary conditions, and both transactions are expected to closein the late spring 2001. Under the terms of the acquisitionagreement, Aegis has agreed to pay POB and its investment partnerstotal consideration of $203.5 million. The consideration will becomprised of: $3 million in cash; $58.4 million of limitedpartnership interests in Aegis Realty Operating Partnership, LP("OP Units"), which are convertible on a one-for-one basis intoAegis common stock at a value of $11 per share and cannot betransferred for one year; and assumption of $142.1 million innon-recourse debt encumbering the acquired shopping centers.

The acquisition will represent the first transaction to becompleted under Aegis' long-term strategic plan to act as aconsolidator of shopping centers. With the completion of thisacquisition, Aegis increases its equity market capitalization by62% and its gross leasable square footage of shopping centers by88%. In afternoon trading Thursday, Shares of Aegis stock weretrading at $10, off 18.75 cents from Wednesday's close and off 87.5cents from its 52-week high of $10.875, achieved on May 5th of thisyear.