SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

Pennsylvania Real Estate Investment Trust

(Name of Issuer)
 

Common Shares of Beneficial Interest, par value $1.00 per share

(Title of Class of Securities)
 

709102107

(CUSIP Number)
 
 

Shahla Ali

Carlson Capital, L.P.

2100 McKinney Avenue

Dallas, TX 75201

(214) 932-9600

 

with a copy to:

David E. Rosewater

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

December 11, 2014

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 16 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

  

 

 
CUSIP No. 709102107SCHEDULE 13D/APage 2 of 16 Pages

 

1

NAME OF REPORTING PERSON

Double Black Diamond Offshore Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,988,412 Common Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,988,412 Common Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,988,412 Common Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.9%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 709102107SCHEDULE 13D/APage 3 of 16 Pages

 

1

NAME OF REPORTING PERSON

Black Diamond Offshore Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

100,839 Common Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

100,839 Common Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

100,839 Common Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 709102107SCHEDULE 13D/APage 4 of 16 Pages

 

1

NAME OF REPORTING PERSON

Black Diamond SRI Offshore Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

45,782 Common Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

45,782 Common Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

45,782 Common Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 709102107SCHEDULE 13D/APage 5 of 16 Pages

 

1

NAME OF REPORTING PERSON

Black Diamond Relative Value Offshore Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,015,975 Common Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,015,975 Common Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,015,975 Common Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.5%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 709102107SCHEDULE 13D/APage 6 of 16 Pages

 

1

NAME OF REPORTING PERSON

Carlson Capital, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

3,371,580 Common Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

3,371,580 Common Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,371,580 Common Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.9%

14

TYPE OF REPORTING PERSON

PN; IA

         

 

 
CUSIP No. 709102107SCHEDULE 13D/APage 7 of 16 Pages

 

1

NAME OF REPORTING PERSON

Asgard Investment Corp. II

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

3,371,580 Common Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

3,371,580 Common Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,371,580 Common Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.9%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 709102107SCHEDULE 13D/APage 8 of 16 Pages

 

1

NAME OF REPORTING PERSON

Asgard Investment Corp.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

3,371,580 Common Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

3,371,580 Common Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,371,580 Common Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.9%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 709102107SCHEDULE 13D/APage 9 of 16 Pages

 

1

NAME OF REPORTING PERSON

Clint D. Carlson

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

3,371,580 Common Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

3,371,580 Common Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,371,580 Common Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.9%

14

TYPE OF REPORTING PERSON

IN

         
 
CUSIP No. 709102107SCHEDULE 13D/APage 10 of 16 Pages

 

This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on May 12, 2014 (the "Original Schedule 13D" and together with this Amendment No. 1, the "Schedule 13D") with respect to common shares of beneficial interest, par value $1.00 per share ("Common Shares"), of Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 amends Items 3 and 5 as set forth below. This Amendment No. 1 constitutes an exit filing for the Reporting Persons.

 

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
Item 3 is hereby amended and restated in its entirety as follows:
   
 

The Reporting Persons used approximately $60,602,000 (including brokerage commissions) in the aggregate to purchase the Common Shares reported in this Schedule 13D.

 

The source of the funds used to acquire the Common Shares reported herein is the working capital of the Funds and the Accounts and margin borrowings described in the following sentence. Such Common Shares are held by the Reporting Persons in commingled margin accounts, which may extend margin credit to the Reporting Persons from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein.

 

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
Paragraphs (a)-(c) and (e) of Item 5 are hereby amended and restated in their entirety as follows:
   
  (a) and (b)
   
  The Reporting Persons may be deemed to beneficially own in the aggregate 3,371,580 Common Shares. Based upon a total of 68,793,240 Common Shares outstanding as of October 27, 2014, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2014, filed with the Securities and Exchange Commission on October 31, 2014, the Reporting Persons' shares represent approximately 4.9% of the outstanding Common Shares.
   
  Carlson Capital, Asgard II, Asgard I and Mr. Carlson have the power to vote and direct the disposition of (i) the 1,988,412 Common Shares reported herein as owned by DOF, (ii) the 100,839 Common Shares reported herein as owned by OFF, (iii) the 45,782 Common Shares reported herein as owned by SRI, (iv) the 1,015,975 Common Shares reported herein as owned by ROF, and (v) an additional 220,572 Common Shares held in the Accounts.

 

 
CUSIP No. 709102107SCHEDULE 13D/APage 11 of 16 Pages

 

   
  (c) Information concerning transactions in the Common Shares effected by the Reporting Persons during the past sixty days is set forth in Appendix B hereto and is incorporated herein by reference.
   
  (e) December 11, 2014.

 

 
CUSIP No. 709102107SCHEDULE 13D/APage 12 of 16 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: December 12, 2014

 

 

DOUBLE BLACK DIAMOND OFFSHORE LTD.

 

  By: Carlson Capital, L.P., its investment manager
   
  By: Asgard Investment Corp. II, its general partner
   
 

/s/ Clint D. Carlson

  Name: Clint D. Carlson
  Title: President
   
   
 

BLACK DIAMOND OFFSHORE LTD.

 

  By: Carlson Capital, L.P., its investment manager
   
  By: Asgard Investment Corp. II, its general partner
   
 

/s/ Clint D. Carlson

  Name: Clint D. Carlson
  Title: President
   
   
 

BLACK DIAMOND SRI OFFSHORE LTD.

 

  By: Carlson Capital, L.P., its investment manager
   
  By: Asgard Investment Corp. II, its general partner
   
 

/s/ Clint D. Carlson

  Name: Clint D. Carlson
  Title: President
   
   

 

 
CUSIP No. 709102107SCHEDULE 13D/APage 13 of 16 Pages

 

 

BLACK DIAMOND RELATIVE VALUE OFFSHORE LTD.

 

  By: Carlson Capital, L.P., its investment manager
   
  By: Asgard Investment Corp. II, its general partner
   
 

/s/ Clint D. Carlson

  Name: Clint D. Carlson
  Title: President
   
   
 

CARLSON CAPITAL, L.P.

 

  By: Asgard Investment Corp. II, its general partner
   
 

/s/ Clint D. Carlson

  Name: Clint D. Carlson
  Title: President
   
   
 

ASGARD INVESTMENT CORP. II

 

 

/s/ Clint D. Carlson

  Name: Clint D. Carlson
  Title: President
   
   
 

ASGARD INVESTMENT CORP.

 

 

/s/ Clint D. Carlson

  Name: Clint D. Carlson
  Title: President
 

 

 

  By:

/s/ Clint D. Carlson

  Name: Clint D. Carlson
   
   

 

 
CUSIP No. 709102107SCHEDULE 13D/APage 14 of 16 Pages

Appendix B

 

 

TRANSACTIONS IN THE ISSUER’S COMMON SHARES BY THE REPORTING PERSONS IN THE PAST SIXTY DAYS

 

 

The following tables set forth all transactions in the Common Shares effected by any of the Reporting Persons in the past sixty days, as applicable. All such transactions were effected in the open market through brokers and the price per share is net of commissions.

 

Double Black Diamond Offshore Ltd.

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
10/13/2014 100 19.2761
10/13/2014 (900) 19.2951
10/13/2014 800 19.3687
10/14/2014 400 19.2517
10/16/2014 1,000 19.02
10/16/2014 (500) 19.3083
10/20/2014 57 19.6
10/20/2014 2,176 19.7471
10/20/2014 172 19.75
10/20/2014 (1,300) 20.029
10/27/2014 (1,000) 20.7557
10/28/2014 800 20.9219
11/11/2014 3,589 21.593
11/11/2014 177 21.65
11/11/2014 (500) 21.6501
11/11/2014 117 21.72
11/11/2014 10,823 21.7366
11/13/2014 500 21.967
11/18/2014 (19,269) 22.5134
11/18/2014 (19,269) 22.5143
11/18/2014 (1,256) 22.5728
11/18/2014 (1,884) 22.578
11/18/2014 (3,452) 22.5819
11/18/2014 (8,788) 22.5991
11/18/2014 (579) 22.6378
11/19/2014 (3,400) 22.5501
11/21/2014 (9,320) 22.8177
11/21/2014 (4,660) 22.8374
11/21/2014 (32,620) 22.9194
12/11/2014 (47,051) 23.5
12/11/2014 (266,615) 23.5002
12/11/2014 (186,400) 23.5036

 

 

 
CUSIP No. 709102107SCHEDULE 13D/APage 15 of 16 Pages

Black Diamond Offshore Ltd.

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
10/20/2014  2 19.6
10/20/2014 83 19.7471
10/20/2014 6 19.75
11/11/2014 136 21.593
11/11/2014 7 21.65
11/11/2014 5 21.72
11/11/2014 409 21.7366
11/18/2014 (913) 22.5134
11/18/2014 (913) 22.5143
11/18/2014 (59) 22.5728
11/18/2014 (89) 22.578
11/18/2014 (163) 22.5819
11/18/2014 (415) 22.5991
11/18/2014 (26) 22.6378
11/21/2014 (680) 22.8177
11/21/2014 (340) 22.8374
11/21/2014 (2,380) 22.9194
12/11/2014 (2,212) 23.5
12/11/2014 (12,541) 23.5002
12/11/2014 (13,600) 23.5036

 

 

Black Diamond SRI Offshore Ltd.

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
10/13/2014 (100) 19.2951
10/16/2014 (200) 19.3083
10/20/2014 (100) 20.029
10/27/2014 (300) 20.7557
10/28/2014 200 20.9219
11/12/2014 500 21.5601
11/19/2014 (1,400) 22.5501

 

Black Diamond Relative Value Offshore Ltd.

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
10/13/2014 400 19.2761
10/13/2014 (1,800) 19.2951
10/14/2014 (1,500) 19.2517
10/15/2014 1,300 19.2165
10/16/2014 300 19.3083
10/20/2014 39 19.6
10/20/2014 1,498 19.7471
10/20/2014 119 19.75
10/20/2014 (100) 20.029
10/27/2014 900 20.7557
10/28/2014 (400) 20.9219
11/11/2014 2,306 21.593
11/11/2014 113 21.65
11/11/2014 75 21.72
 
CUSIP No. 709102107SCHEDULE 13D/APage 16 of 16 Pages

 

11/11/2014 6,960 21.7366
11/12/2014 2,700 21.5601
11/18/2014 (9,648) 22.5134
11/18/2014 (9,650) 22.5143
11/18/2014 (660) 22.5728
11/18/2014 (989) 22.578
11/18/2014 (1,814) 22.5819
11/18/2014 (4,616) 22.5991
11/18/2014 (290) 22.6378
11/19/2014 (8,000) 22.5501
12/11/2014 (2,459) 23.5
12/11/2014 (140,350) 23.5002

 

Accounts

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
10/13/2014 300 19.2761
10/13/2014 (900) 19.2951
10/16/2014 (1,200) 19.3083
10/20/2014 (500) 20.029
10/20/2014 2 19.6
10/20/2014 43 19.7471
10/20/2014 3 19.75
10/22/2014 1,300 20.7622
10/27/2014 (400) 20.7557
10/28/2014 300 20.9219
11/11/2014 69 21.593
11/11/2014 3 21.65
11/11/2014 3 21.72
11/11/2014 208 21.7366
11/12/2014 1,800 21.5601
11/18/2014 (170) 22.5134
11/18/2014 (168) 22.5143
11/18/2014 (25) 22.5728
11/18/2014 (38) 22.578
11/18/2014 (71) 22.5819
11/18/2014 (181) 22.5991
11/18/2014 (5) 22.6378
11/19/2014 (6,700) 22.5501
12/11/2014 969 23.5
12/11/2014 5,494 23.5002