The stock-for-stock deal, already approved by both companies' boards ofdirectors, boosts San Diego-based Pan Pacific's portfolio by 83%—from 60properties to 110. Once closed, the deal should also boost Pan Pacific'sbottom line in 2001, the company says. The company—which owns shoppingcenters anchored by the likes of Albertson's and Wal-Mart—says it willraise its quarterly dividend to 45.5 cents from the current 42 cents pershare.

The transaction raises Pan Pacific's total market capitalization by 55%to $1.3 billion. Pan Pacific will assume $200 million ofEmeryville-based Western Properties' debt. Each Western Properties sharewill be exchanged for a newly issued Pan Pacific share at a fixed 0.62ratio.

"The transaction will create a unique and powerful platform for growthand increasing shareholder value," says Stuart Tanz, Pan Pacific's president and CEO. "The Western portfolio provides anexceptional strategic fit and is a perfect complement to our existinggeographic locations." The deal will also expand Pan Pacific's reachinto the tough-to-crack San Francisco Bay Area, Portland and Sacramentomarkets, he adds.