CROWN AMERICAN REALTY TRUST

CROWN AMERICAN REALTY TRUST

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Company Overview
The company is a fully integrated, self-administered and self-managed real estate investment trust (REIT) primarily engaged in the ownership, development and management of enclosed shopping malls. It conducts its business from its registered head office located in Johnstown, Pennsylvania, United States.
The company, through various affiliates, owns, acquires, operates and develops regional enclosed shopping malls in Pennsylvania, Maryland, West Virginia, Virginia, New Jersey, North Carolina, Tennessee and Georgia. Its portfolio includes 27 regional shopping malls and more than 16 million square feet of gross leasable area. The company conducts all of its business activities through the Crown American Properties, L.P., the Crown American Financing Partnership, and other subsidiary partnerships or limited liability corporations.
Business Summary
Crown American Realty Trust is a fully integrated, self-administered and self-managed real estate investment trust (REIT) primarily engaged in the ownership, development and management of enclosed shopping malls. The Company’s revenues are primarily derived from real estate leases with national, regional and local department stores and other retail companies. Crown also performs a limited amount of property management, construction management, leasing and other services for third parties. The Company was originally formed to acquire and operate substantially all of the enclosed shopping mall properties and two office buildings owned by Crown American Associates, formerly Crown American Corporation. Crown Associates was formed in 1993 and is a wholly owned subsidiary of Crown Holding Company.
Description and history
Crown American Realty Trust, incorporated in May 1993, is a fully integrated, self-administered and self-managed real estate investment trust (REIT) primarily engaged in the ownership, development and management of enclosed shopping malls. The Company’s revenues are primarily derived from real estate leases with national, regional and local department stores and other retail companies. Crown also performs a limited amount of property management, construction management, leasing and other services for third parties. The Company was originally formed to acquire and operate substantially all of the enclosed shopping mall properties and two office buildings owned by Crown American Associates, formerly Crown American Corporation. Crown Associates was formed in 1993 and is a wholly owned subsidiary of Crown Holding Company.

The Company conducts all of its business activities and owns, directly or indirectly, all of its properties through Crown American Properties, L.P. (the Operating Partnership). As of December 31, 2002, Crown owned 76.29% of the general common partnership interests and 100% of the preferred partnership interests in the Operating Partnership. Crown Investments and Crown American Investment Company, which are subsidiaries of Crown Holding Company, own the remaining 23.71% minority limited common partnership interests in the Operating Partnership.

Under the partnership agreement of the Operating Partnership, Crown, as the sole general partner of the Operating Partnership, has full, exclusive and complete responsibility and discretion in the management and control of the Operating Partnership. However, Crown Investments has substantial influence over the management of the Company and the Operating Partnership as a result of its minority ownership interests in the Company, its ability to redeem part or all of the common partnership units of the Operating Partnership that Crown Investments owns for the Company’s common shares and Crown Investment’s ability as a limited partner to approve certain major decisions relating to Crown and the Operating Partnership. Specifically, as the general partner of the Operating Partnership, the Company must obtain the prior consent of Crown Investments in connection with certain major decisions, including any merger or combination of Crown or any transfer or sale of all or substantially all of the assets of the Operating Partnership.

Through its ownership interests in the Operating Partnership and its subsidiaries, the Company owns 27 wholly owned enclosed shopping malls and a 50% partnership interest in Palmer Park Mall (an enclosed shopping mall); an office building in Johnstown, Pennsylvania, with approximately 102,500 gross leasable square feet, which serves as the headquarters of Crown and also is leased to Crown Associates, to an affiliated company and to unrelated third parties; an option to purchase a parcel of land with an approximate 108,000-square-foot building sub-leased to an anchor department store at Westgate Mall, a mall owned by an unaffiliated third party, and approximately 67 acres of out parcels and developable land, the majority of which adjoins or is in the vicinity of certain of the malls. The Operating Partnership manages the 27 wholly owned malls and Pasquerilla Plaza; the Anchor Pad and Palmer Park Mall are managed by non-affiliated, third-party property managers.

Fifteen malls are located in the state of Pennsylvania and one is located in New Jersey near the Pennsylvania border. Two of the malls are located in Virginia, two in Maryland, two in West Virginia, two in eastern Tennessee, one in eastern North Carolina, one in northwestern Georgia, one in southeastern Alabama and one in southwestern Wisconsin. The Company sold one enclosed regional mall in 2002, and expects to sell one mall in 2003.

Business Line
Estate investment trust (REIT) primarily engaged in the ownership, development and management of enclosed shopping malls
Subsidiary

Advisor
ERNST & YOUNG LLP
IPO date
8/1993
US SIC Code
6798
Company Address
Pasquerilla Plaza

City province or state postal code
15901, JOHNSTOWN, PA
Phone: +1 814 536 4441
Fax: +1 814 536 9525
Country address: UNITED STATES OF AMERICA
Website url: www.crownam.com