The Washington properties involved in the transaction includethe 117,000-sf Court Street in Pasco, WA that is 99.3% leased andanchored by Rite Aid and Albertson's; the 123,196-sf HighlandCenter in nearby Kennewick, WA that is 80.6% leased and anchored byRite Aid and REI; 149,176-sf Washington Plaza in Richland, WA thatis 94.9% leased and anchored by Safeway and Rite Aid; 136,350-sfFranklin Park in Spokane, WA that is 73.1% leased and anchored byRoss Dress For Less and Rite Aid; the 233,548-sf Tacoma Place inTacoma, WA that is 80.6% leased and anchored by Homebase, and GartSports; and the 238,147-sf Marysville Town Center in Marysville, WAthat is 94.6% leased and anchored by Staples and Rite Aid.

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.