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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
MAY 16, 2000
(Date of Report)
Date of earliest event report: May 15, 2000
BRADLEY OPERATING LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-23065 04-3306041
(Commission File Number) (I.R.S. Employer Identification No.)
40 SKOKIE BOULEVARD, SUITE 600 60062-1626
NORTHBROOK, ILLINOIS (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
(847) 272-9800
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ITEM 5. OTHER EVENTS.
On May 15, 2000, Bradley Real Estate, Inc. ("Bradley"), the general partner of
Bradley Operating Limited Partnership, and Heritage Property Investment Trust,
Inc. ("Heritage") entered into an Agreement and Plan of Merger (the "Agreement")
whereby Bradley will merge with and into a wholly-owned subsidiary of Heritage
(the "Merger"). Pursuant to the terms of the Agreement, each of the outstanding
shares of Bradley common stock will be exchanged for $22.00 per share cash. Each
of the limited partners of Bradley Operating Limited Partnership will be offered
the opportunity to receive the same cash consideration as the common
stockholders, or $22.00 per unit, in exchange for their limited partnership
interest. The holders of Bradley 8.4% Series A Convertible Preferred Stock will
receive approximately $22.45815 per share cash for all outstanding shares in
accordance with their terms, based on the conversion ratio into common stock of
approximately 1.0208. The Agreement and the press release issued by Bradley are
attached hereto as Exhibit 2.1 and Exhibit 99.1, respectively, and are
incorporated herein by reference.
The Agreement has been unanimously approved by the Board of Directors of
Bradley. The Merger is subject to various closing conditions including the
approval of Bradley stockholders. It is anticipated that the transaction will
close during the third quarter of 2000.
Bradley, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from Bradley stockholders in
favor of the merger. As of the date of this communication, the officers and
directors of Bradley each beneficially own less than 1% of the outstanding
common stock of Bradley, other than Joseph E. Hakim who beneficially owns
approximately 1.4%.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of May 15, 2000, by and among
Heritage Property Investment Trust, Inc., Heritage-Austen Acquisition,
Inc. and Bradley Real Estate, Inc., incorporated by reference to
Exhibit 2.1 of the Current Report on Form 8-K filed on May 16, 2000 by
Bradley Real Estate, Inc.
99.1 Press Release of Bradley Real Estate, Inc. dated May 15, 2000,
incorporated by reference to Exhibit 99.1 of the Current Report on
Form 8-K filed on May 16, 2000 by Bradley Real Estate, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 16, 2000 BRADLEY OPERATING LIMITED PARTNERSHIP
By: BRADLEY REAL ESTATE, INC.
By: /s/ Thomas P. D'Arcy
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Thomas P. D'Arcy
Chairman and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
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2.1 Agreement and Plan of Merger, dated as of May 15, 2000, by and among
Heritage Property Investment Trust, Inc., Heritage-Austen Acquisition,
Inc. and Bradley Real Estate, Inc., incorporated by reference to Exhibit
2.1 of the Current Report on Form 8-K filed on May 16, 2000 by Bradley
Real Estate, Inc.
99.1 Press Release of Bradley Real Estate, Inc. dated May 15, 2000,
incorporated by reference to Exhibit 99.1 of the Current Report on
Form 8-K filed on May 16, 2000 by Bradley Real Estate, Inc.
DOCSC\880818.1
