PREIT's acquisition cost is estimated at about $1.3 billion, which includesapproximately $619.1 million in assumed mortgage debt on Crown properties.Under the terms, PREIT will issue Crown stockholders a 0.3895-share of itsstock for each outstanding Crown American share in a tax-free,share-for-share transaction. The exchange ratio will be based on thetrailing 20-day average closing prices as of May 12 when PREIT stock traded at $28per share and Crown's traded at $10.75 a share.

Of the assumed mortgage debt, approximately $589.1 million is fixed-ratewith a weighted average interest rate of 7.4%. It includes a $449-millionfirst-mortgage loan secured by 15 Crown properties. That loan has aninterest rate of 7.5% and matures in Sept. 2008. PREIT plans to restructure the debtat a more currently favorable rate.

The Crown portfolio contains 26 regional malls and a 50%-interest in PalmerPark Mall in Easton, PA, which is already 50%-owned by PREIT. At year-end2002, the occupancy rate in the Crown portfolio was 89.1%, and in-line storesales averaged $274 per sf. PREIT plans to reposition and sell six Crownnon-core assets, with an overall occupancy rate of 72.6% and average in-linestore sales of $218 per sf.