<PAGE> 1
BRADLEY REAL ESTATE, INC.
250 BOYLSTON STREET
BOSTON, MASSACHUSETTS 02116
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 11, 1995
March 29, 1995
To Stockholders of
BRADLEY REAL ESTATE, INC.:
The 1995 Annual Meeting of Stockholders (the "Annual Meeting") of Bradley
Real Estate, Inc. (the "Company") will be held at 10:00 a.m. in the Second Floor
Conference Center of The First National Bank of Boston, 100 Federal Street,
Boston, Massachusetts on Thursday, May 11, 1995 for the following purposes:
1. To elect three Directors of the Company to serve for three-year
terms until the 1998 Annual Meeting of Stockholders and until their
respective successors have been elected and qualified; and
2. To consider and act upon any other matters which may properly be
brought before the Annual Meeting and any adjournments or postponements
thereof.
The close of business on March 17, 1995 has been fixed by the Board of
Directors (the "Board") as the record date for determining stockholders entitled
to notice of and to vote at the Annual Meeting or any adjournments or
postponements thereof.
By Order of the Board of Directors:
William B. King, Secretary
--------------------------------------------------------------------------------
IMPORTANT REMINDER: PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND
RETURN IT IN THE ACCOMPANYING POSTAGE PAID ENVELOPE, EVEN IF YOU PLAN TO ATTEND
THE ANNUAL MEETING. YOU MAY REVOKE YOUR PROXY IN WRITING OR AT THE MEETING IF
YOU WISH TO VOTE IN PERSON.
--------------------------------------------------------------------------------
<PAGE> 2
BRADLEY REAL ESTATE, INC.
250 BOYLSTON STREET
BOSTON, MASSACHUSETTS 02116
PROXY STATEMENT
Proxies in the form of the enclosed proxy card are solicited by the Board
of Directors (the "Board") of Bradley Real Estate, Inc., a Maryland corporation
(the "Company"), for use at the 1995 Annual Meeting of Stockholders of the
Company (the "Annual Meeting") to be held on Thursday, May 11, 1995 in the
Second Floor Conference Center of The First National Bank of Boston, 100 Federal
Street, Boston, Massachusetts at 10:00 a.m. The Board has fixed the close of
business on March 17, 1995 as the record date for determining stockholders
entitled to notice of and to vote at the Annual Meeting. On that date, the
Company had 8,522,037 shares of Common Stock ("Shares") outstanding, each of
which is entitled to one vote at the Annual Meeting.
At the Annual Meeting, stockholders will be asked to vote upon the election
of three Directors of the Company. The presence, in person or by proxy, of at
least a majority in interest of the issued and outstanding Shares is necessary
to constitute a quorum for the transaction of business at the Annual Meeting.
STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY
CARD IN THE ENVELOPE PROVIDED. If a proxy in the form enclosed is signed and
returned, it will be voted as specified on the proxy. If no specific voting
instructions are indicated on the proxy, it will be voted in favor of the
Directors nominated by the Board, and in the named proxies' discretion as to any
other matters which may properly come before the meeting. Any proxy may be
revoked by the stockholder at any time before it is voted, by written notice to
the Company, by executing a proxy bearing a later date, or by voting in person
at the Annual Meeting.
In October 1994, the Company was reorganized from the form of a
Massachusetts common law business trust, known as Bradley Real Estate Trust (the
"Trust"), to a Maryland corporation. The reorganization is referred to in this
Proxy Statement as the "Incorporation," and references herein to the Company
also include the Trust with respect to the period prior to the Incorporation.
All references to Shares herein have been adjusted to reflect the one-for-two
reverse share split effected in connection with the Incorporation. Effective
January 31, 1995, in order to vertically integrate its operations and make the
Company a self-administered real estate investment trust ("REIT"), the Company
consummated the acquisition of the REIT advisory business of R.M. Bradley & Co.,
Inc. ("RMB"), its long-time external advisor. References herein to RMB include,
as the context may require, either the Company's advisor prior to such
acquisition and/or the new corporation, also known as R.M. Bradley & Co., Inc.,
that is continuing the non-REIT operations of RMB.
The Notice of Annual Meeting and Proxy Statement, together with the
Company's Annual Report for 1994, are first being mailed to stockholders on or
about March 29, 1995.
1. ELECTION OF DIRECTORS
A. NOMINEES FOR ELECTION AS DIRECTOR
The Company's Charter and Bylaws provide for a staggered board, divided
into three classes. The Directors of each class serve for three-year terms that
expire over a three-year period on a revolving basis.
The Board of Directors has nominated JOHN B. HYNES, III, PAUL G. KIRK, JR.
and W. NICHOLAS THORNDIKE for election as Directors at the Annual Meeting, to
serve for three-year terms until the 1998 Annual Meeting of Stockholders and
until their respective successors have been elected and qualified.
<PAGE> 3
In 1994, there were seven meetings of the Board of Trustees of the Trust
and three concurrent meetings of the Board of Directors of the Company prior to
the Incorporation, and one meeting of the Board of Directors of the Company
thereafter. John T. Fallon, a Trustee of the Trust who retired at the effective
time of the Incorporation, and A. Robert Towbin, who joined the Board at such
time, are the only persons who did not attend at least 75% of the Trustee and
Director Board meetings, or of the meetings of committees of which they were
members, held during the period of their service.
The Trust had standing Audit and Compensation Committees during 1994. In
October 1994 in connection with the Incorporation, the Board of Directors of the
Company authorized the continuation of these two committees and established an
Executive Committee.
The Executive Committee, consisting of Messrs. Thorndike (as Chairman),
Hakim, Kasnet, Kirk and Miller, has the authority to exercise all of the powers
of the full Board between Board meetings, to the extent permitted by Maryland
law, and also serves the function of a nominating committee. The Executive
Committee held its first meeting in January 1995.
The Audit Committee, consisting of Messrs. Brown (as Chairman), Foote and
Hynes, makes recommendations to the full Board as to the selection of the
company's independent public accounting firm, meets with representatives of such
firm on at least an annual basis, and reviews transactions between the Company
and any Director, officer or affiliate for potential conflicts of interest. The
Audit Committee met once during 1994.
The Compensation Committee, consisting of Messrs. Kirk (as Chairman), Brown
and Towbin, whose responsibilities include the oversight of executive
compensation and the issuance and administration of option grants under the
Company's 1993 Stock Option Plan, met three times in 1994. For more information
regarding the Compensation Committee's duties, see "Report of the Compensation
Committee" below.
Information regarding the three nominees and the other Directors is set
forth below. This information has been furnished by the individuals named.
Except as otherwise indicated, each individual has held the position indicated
as his principal occupation for at least five years.
<TABLE>
<CAPTION>
TRUSTEE OR
PRINCIPAL OCCUPATION DIRECTOR TERM TO
NAME AGE AND OTHER AFFILIATIONS SINCE EXPIRE
---- --- ---------------------- ---------- --------
<S> <C> <C> <C> <C>
John B. Hynes, III....... 37 Mr. Hynes is a Senior Vice President of 1994 1998*
RMB, overseeing the operations of its
Commercial Brokerage Division. Prior to
joining RMB in 1993, Mr. Hynes directed
the Boston office of Lincoln Property
Company (commercial real estate devel-
opment) as its Operating Partner, and
prior to that time was a Vice President of
the Codman Company of Boston. He is a
member of numerous Boston real estate
industry organizations.
</TABLE>
2
<PAGE> 4
<TABLE>
<CAPTION>
TRUSTEE OR
PRINCIPAL OCCUPATION DIRECTOR TERM TO
NAME AGE AND OTHER AFFILIATIONS SINCE EXPIRE
---- --- ---------------------- ---------- -------
<S> <C> <C> <C> <C>
Paul G. Kirk, Jr......... 57 Mr. Kirk is counsel to, and until 1989 was 1991 1998*
a partner of, the law firm of Sullivan &
Worcester in Boston, Massachusetts. He is
also Chairman and Treasurer of
Kirk-Sheppard & Co., Inc., a business
advisory and consulting firm. From 1985 to
1989 he served as Chairman of the
Democratic Party of the United States, and
from 1983 to 1985 as its Treasurer. Mr.
Kirk is a director of ITT Corporation, ITT
Hartford Insurance Co. and Rayonier, Inc.
He served as Chairman of the Nominating
Committee for Harvard University's Board
of Overseers and Elected Alumni Associa-
tion Directors (1993 - 1994) and is a
trustee of Stonehill College, Co-Chairman
of the Commission on Presidential Debates,
Chairman of the John F. Kennedy Library
Foundation, and Chairman of the National
Democratic Institute for International
Affairs.
W. Nicholas Thorndike.... 62 Mr. Thorndike serves as a corporate 1980 1998*
director or trustee of a number of
organizations, including Courier
Corporation, Providence Journal Company,
Eastern Utility Associates, Data General
Corporation and The Putnam Funds. He also
serves as a trustee of Massachusetts
General Hospital, having served as
Chairman of the Board from 1987 to 1992
and President from 1992 to 1994. Until
December 1988, he was Chairman and
Managing Partner of Wellington Management
Company (an investment adviser). In Feb-
ruary 1994, he was appointed a successor
trustee of certain private trusts in which
he had no beneficial interest and
concurrently became (until October 1994)
Chairman of two privately-owned
corporations controlled by such trusts.
These corporations filed voluntary
petitions under Chapter 11 of the Federal
Bankruptcy Code in August 1994.
</TABLE>
3
<PAGE> 5
<TABLE>
<CAPTION>
TRUSTEE OR
PRINCIPAL OCCUPATION DIRECTOR TERM TO
NAME AGE AND OTHER AFFILIATIONS SINCE EXPIRE
---- --- ---------------------- ---------- -------
<S> <C> <C> <C> <C>
E. Lawrence Miller....... 52 Effective as of the Incorporation in 1992 1996
October 1994, Mr. Miller became Chief
Executive Officer of the Company. Mr.
Miller has been President of the Company
since 1985 and was appointed to the Board
in 1992. From 1984 to 1994, Mr. Miller was
also a Senior Vice President of RMB.
Previously, Mr. Miller served as general
counsel of Northeast Operations for
Prudential Insurance Company of America.
Mr. Miller serves as First Vice Chairman
and a member of the Executive Committee of
the Board of Governors of the National
Association of Real Estate Investment
Trusts and is a member of the Urban Land
Institute and of the International Council
of Shopping Centers.
William L. Brown......... 73 Mr. Brown was Chairman of the Board of 1990 1996
Bank of Boston Corporation and The First
National Bank of Boston from 1983 to 1989,
Chief Executive Officer from 1983 to 1987
and President from 1971 to 1982. He was a
director of both Bank of Boston
Corporation and The First National Bank of
Boston until March 1992. He is also a
director of GC Companies, Inc., Standex
International Corporation, Stone &
Webster, Incorporated, Ionics,
Incorporated, North American Mortgage
Company and the John F. Kennedy Library
Foundation.
Don L. Foote............. 65 Mr. Foote is a private investor. He is a 1990 1997
Trustee of PRA Securities Trust.
Joseph E. Hakim.......... 47 Mr. Hakim is Chief Executive Officer and a 1994 1996
director of Joseph P. Kennedy Enterprises,
Inc. in New York, New York, a Kennedy
family-owned asset management company for
which he has held a variety of executive
positions since 1974. In this capacity,
Mr. Hakim also serves as Chief Executive
Officer of Merchandise Mart Properties,
Inc. in Chicago, Illinois, a subsidiary of
Joseph P. Kennedy Enterprises, Inc., which
manages approximately 7.5 million square
feet of properties. Mr. Hakim is Treasurer
of the Joseph P. Kennedy, Jr. Foundation
and the Robert F. Kennedy Memorial.
</TABLE>
4
<PAGE> 6
<TABLE>
<CAPTION>
TRUSTEE OR
PRINCIPAL OCCUPATION DIRECTOR TERM TO
NAME AGE AND OTHER AFFILIATIONS SINCE EXPIRE
---- --- ---------------------- ---------- -------
<S> <C> <C> <C> <C>
Stephen G. Kasnet........ 50 Mr. Kasnet is Managing Director/Partner of 1986 1997
First Winthrop Corporation and Winthrop
Financial Associates (real estate
investment and management companies),
which he joined in 1991. From 1989 to
1991, he was Executive Vice President of
Cabot, Cabot & Forbes (a real estate
development and management company), and
prior to that was Executive Vice President
of RMB. He is Chairman of the Board of
Warren Bancorp, Inc. and Warren Five Cents
Savings Bank in Peabody, Massachusetts, a
trustee of Pioneer Winthrop Real Estate
Investment Fund and a member of the Urban
Land Institute.
A. Robert Towbin......... 60 Mr. Towbin has been President and Chief 1994 1997
Executive Officer of the Russian-American
Enterprise Fund since January 1994, having
been a Managing Director of Lehman
Brothers (formerly Shearson Lehman Hutton)
since 1987. Prior to that time, he was a
director and Vice Chairman of L.F.
Rothschild, Unterberg, Towbin Holdings,
Inc. Mr. Towbin serves as a director of
the Columbus New Millenium Fund, Gerber
Scientific, Inc. and K&F Industries Inc.,
and is a former director of several other
public companies. He is a member of the
Securities Industry Association and is a
director of numerous charitable and civic
organizations.
</TABLE>
---------------
* If elected at the Annual Meeting.
B. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Company pays its Directors annual cash retainers of $12,000, plus a fee
of $1,000 for each Board meeting attended. The chairman of each of the Audit and
Compensation Committees receives an additional fee of $1,000 and each other
committee member an additional fee of $750 for each committee meeting attended.
During 1994, a Special Committee of the Board met extensively in connection with
negotiations ultimately resulting in the Company's acquisition of RMB's REIT
advisory business. Mr. Thorndike, Chairman of the Special Committee, received an
additional $5,000, and Messrs. Brown and Kirk, the other members of the
Committee, each received an additional $3,000, for their services on this
Committee.
The only executive officers of the Company who received cash compensation
from the Company in excess of $100,000 during 1994 were E. Lawrence Miller, the
Chief Executive Officer of the Company, and Thomas P. D'Arcy, Senior Vice
President. Other executive officers of the Company who were also employees of
RMB during 1994 were compensated by RMB for their services as employees of RMB,
including the services which such persons performed for the Company pursuant to
the Advisory Agreements described below under "Advisor Services and
Compensation."
5
<PAGE> 7
Summary Compensation Table
The following table sets forth certain information regarding the cash and
equity-based compensation paid or granted by the Company to or on behalf of Mr.
Miller and Mr. D'Arcy in each of the three years ended December 31, 1994.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION -------------
NAME AND ------------------- STOCK OPTION ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS(#)(1) COMPENSATION($)
----------------------------------------- ---- --------- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
E. Lawrence Miller, Chief Executive
Officer................................ 1994 $150,000 $75,000 0 Shares $20,610(2)
1993 150,000 75,000 11,500 Shares 17,610(3)
1992 150,000 0 0 Shares 1,610(4)
Thomas P. D'Arcy, Senior Vice
President.............................. 1994 $110,000 $30,000 0 Shares $ 122(5)
1993 95,000 25,000 8,500 Shares 122(5)
1992 81,000 0 0 Shares 0
---------------
<FN>
(1) Stock options granted to the executive officer under the Company's 1993
Stock Option Plan. The Company made no option grants during either 1992 or
1994. See "Report of the Compensation Committee" with respect to options
granted in 1995.
(2) Includes $20,000 for Board retainer and meeting fees, and a $610 premium
paid by the Company for a term life insurance policy.
(3) Includes $17,000 for Board retainer and meeting fees, and a $610 premium for
a term life insurance policy.
(4) Includes $1,000 for a Board meeting fee following Mr. Miller's appointment
to the Board, and a $610 premium for a term life insurance policy.
(5) Term life insurance policy premium.
</TABLE>
Year-End Option Values
The following table sets forth certain information regarding aggregate
stock options held at December 31, 1994 by the executive officers named in the
Summary Compensation Table. No such officer exercised any options during 1994.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT YEAR- OPTIONS AT YEAR-
NAME END(#)(1) END($)(2)
------------------------------------------------ --------------------- --------------------
<S> <C> <C>
E. Lawrence Miller,............................. 29,750 Shares $ 1,250
Chief Executive Officer
Thomas P. D'Arcy,............................... 15,500 Shares $ 24,375
Senior Vice President
---------------
<FN>
(1) All of such options were vested and exercisable in full at year-end.
(2) Market value of the Shares underlying the officer's in-the-money options at
year-end (based on a closing market price of $15.25 per Share), minus the
aggregate exercise price.
</TABLE>
6
<PAGE> 8
C. REPORT OF THE COMPENSATION COMMITTEE
General
Prior to the Incorporation, the Compensation Committee (the "Committee")
consisted of Messrs. Kirk (as Chairman) and Brown. At the effective time of the
Incorporation, Mr. Towbin joined the Committee. None of the Committee members
has ever been an officer or employee of the Company.
The Committee's responsibilities include: (i) reviewing the performance of
the Chief Executive Officer and the other executive officers of the Company on
at least an annual basis; (ii) making recommendations as to the cash and
equity-based compensation and benefits to be provided to the executive officers
of the Company, giving due regard to the fact that until January 1995 certain of
the executive officers of the Company also served as employees of RMB and
received compensation and benefits from RMB for services performed for the
Company; (iii) issuing and administering option grants under the Company's 1993
Stock Option Plan; (iv) monitoring the overall compensation packages of the
Company's executive officers as they relate to the compensation provided by
comparable REITs, many of which are included in the industry index set forth in
the "Share Performance Graph" below; and (v) reporting periodically to the full
Board with respect to the foregoing.
The Company took a number of steps in late 1994 and early 1995 to
vertically integrate its operations and to become a self-administered REIT.
These included the acquisition of RMB's REIT advisory business, allowing the
Company to terminate its contractual advisory agreements with RMB, and the
hiring of the management team previously employed by an independent property
management firm managing the Company's Minnesota properties. These actions
brought the total number of employees of the Company to sixteen. The Committee
recognizes that, as a reorganized and self-administered company acquiring and
managing well-located community shopping centers and improving their operating
performance through structured programs of renovation, expansion, re-tenanting
and re-leasing, the Company will be required to provide a more comprehensive and
competitive compensation package than in prior years.
Salary and Bonus
Since 1985, Mr. Miller's salary as President (and now Chief Executive
Officer) of the Company has been determined pursuant to an employment agreement
with the Company (the "Employment Agreement") whose term continues until June
30, 1995 and thereafter until terminated by either party on 90 days' notice. The
Employment Agreement provides for a minimum annual salary of $150,000 to be paid
to Mr. Miller by the Company. Under the Employment Agreement, Mr. Miller is
eligible to receive such year-end or other bonus as may be determined by the
Committee. In addition, the Employment Agreement provides that if Mr. Miller's
employment is terminated following a change in control of the Company (as
defined in the Employment Agreement), the Company or its successor will be
obligated to continue Mr. Miller's salary and benefits for a period of three
years at the rate in effect immediately prior to such termination. In light of
the Company's self-administration and the criteria and other factors summarized
below, the Committee has increased Mr. Miller's minimum annual salary to
$225,000 for 1995.
With respect to the salaries of the other executive officers of the
Company, the Committee has in past years relied to a large degree on the
recommendations of Mr. Miller, and expects to continue to do so with the
executive officers who were formerly employed by RMB. The Committee intends to
structure and maintain the Company's overall compensation, including salary,
bonus, stock options and benefits, for its executive officers (including the
Chief Executive Officer) at levels commensurate with that of equity REITs of
comparable size to the Company. To assist in this process, the Committee has
engaged a compensation and benefits consultant with substantial experience in
the REIT industry.
7
<PAGE> 9
Because of the pendency of discussions with RMB relating to the future
advisory relationship of RMB, which among other things paid some or all of the
compensation of certain of the Company's executive officers, the Committee (then
consisting solely of Mr. Kirk and Mr. Brown) did not meet until May 1994 --
after the conclusion of negotiations of a letter of intent with respect to the
Company's acquisition of RMB's REIT advisory business -- to consider bonus
payments by the Company to its executive officers with respect to their 1993
performance. The Committee reviewed the achievements of Mr. Miller and the other
executive officers during 1993 in successfully concluding a public stock
offering, expanding the Company's bank line of credit and acquiring additional
shopping center properties and made a determination as to the level of total
cash compensation appropriate for Mr. Miller and the other executive officers
with respect to 1993. Such determination resulted in the Company's paying
bonuses in 1994 in respect of 1993 in the amount of $75,000 to Mr. Miller and
$30,000 to Mr. D'Arcy.
The Committee met in late 1994 and in January 1995 to consider bonuses to
executive officers for 1994 and other compensation matters in the light of the
Company's becoming self-administered in 1995. The Committee's compensation
consultant attended these meetings. At such meetings, the Committee again
evaluated the achievements of Mr. Miller and the other executive officers during
1994. The Committee noted the repositioning of the Company through the
Incorporation and steps taken for the self-administration and self-management of
the significant portion of the Company's portfolio represented by its Minnesota
properties, as well as the acquisitions and leases consummated during the year
and the increases in earnings and funds from operations per share for 1994 over
1993. The Committee's determinations as to bonuses to be paid by the Company
also took into account the fact that during 1994 certain of the executive
officers were compensated by RMB as well and, in the case of the other executive
officers, the recommendations of Mr. Miller. The Committee's bonus awards for
1994 (paid in 1995) included $75,000 to Mr. Miller and $30,000 to Mr. D'Arcy.
The Committee has also identified with management certain corporate goals
and objectives for 1995. The Committee expects to evaluate management's success
in meeting these goals and objectives in determining the amount of any salary
increases and bonuses with respect to 1995, but believes that, in the interests
of maintaining flexibility -- particularly for a management group as small as
the Company's -- it is not appropriate to establish any specific formula that
will either set or limit the amount of any compensation that may be awarded.
Stock Option Awards
The Committee shares the belief of the REIT industry that it is an
important goal to have management acquire a significant ownership interest in
the Company. Although it appreciates the fact that conventional stock options
may not provide as much incentive for management of a REIT (which must make
significant current distributions of earnings, rather than reinvest such
earnings) as for many other types of companies, the Committee nevertheless
believes that the most practical long-term incentive for the executive officers
and other key personnel of the Company is the grant of stock options for a
significant number of Shares under the Company's 1993 Stock Option Plan.
Based in part on its belief that the self-administration of the Company
effectively makes it a new company and that it is appropriate to send a
significant signal to management that equity ownership is an important component
of total compensation and that the current option grants are intended to
significantly improve the competitiveness of the Company's total executive
compensation program, the Committee on January 26, 1995 granted options for
100,000 Shares to Mr. Miller, 25,000 Shares to Mr. D'Arcy and 57,500 Shares to
seven other officers and key employees of the Company. Such options are fully
vested, 10-year options exercisable at $14.875 per Share (the closing price of
the Company's stock on the New York Stock
8
<PAGE> 10
Exchange on the previous day and the value determined by the Committee to be the
fair market value of the Company's stock at the time of the grant).
The Committee, with the concurrence of its consultant, also has
recommended, and the Company's Board of Directors has voted to approve in
principle and to authorize the Committee to implement, a stock purchase loan
program to encourage the exercise of options and long-term ownership of stock by
management. Under the program, the Company may make a loan to enable optionees
to exercise their options, such loan to be evidenced by a promissory note due in
eight years or longer as determined by the Committee and secured by a pledge of
the purchased Shares. The loan principal may, at the determination of the
Committee, be forgiven for the accomplishment of predetermined performance
objectives; in the event of the executive's voluntary termination of employment,
all loans to such executive will be due after 90 days. The loans will bear
interest at the Company's cost of borrowing as determined by the Committee but
may be satisfied by the assignment to the Company of dividends on the stock
purchased with the loan proceeds.
Finally, to the extent applicable to the Company, the Committee intends to
review and to take any necessary steps to assure that the Company complies with
income tax regulations limiting the deductibility of executive compensation
above specified amounts paid or awarded by the Company.
Submitted by:
Paul G. Kirk, Jr., Chairman
William L. Brown
A. Robert Towbin
9
<PAGE> 11
D. SHARE PERFORMANCE GRAPH
The following graph provides a comparison of the five-year cumulative total
stockholder return (assuming reinvestment of dividends) among Bradley Real
Estate, Inc., the Standard and Poor's ("S&P") 500 Index and the NAREIT Equity
REIT Index (an industry index), beginning on December 31, 1989. The historical
information set forth below is not necessarily indicative of future performance.
<TABLE>
<CAPTION>
NAREIT Eq-
Measurement Period Bradley Real S&P 500 In- uity REIT
(Fiscal Year Covered) Estate, Inc. dex Index
<S> <C> <C> <C>
12/31/89 $ 100.00 $ 100.00 $ 100.00
12/31/90 63.76 96.83 84.65
12/31/91 79.15 126.41 114.88
12/31/92 107.84 136.10 131.62
12/31/93 135.38 149.70 157.49
12/31/94 120.68 151.66 162.49
</TABLE>
E. ADVISOR SERVICES AND COMPENSATION
From the Company's inception in 1961 until January 31, 1995, the Company
had engaged RMB to provide the Company with management and advisory services,
accounting systems, professional and support personnel and office facilities.
Mr. Miller and certain other officers of the Company were also employees of RMB.
John T. Fallon, who was the Managing Trustee of the Trust until the
Incorporation, was also Chairman and principal stockholder of RMB. The advisory
arrangements between the Company and RMB were provided for in two separate
agreements (together, the "Advisory Agreements") extending through August 31,
1999, that provided for the Company's payment of fees to RMB based upon various
percentages of revenues and asset values of the Company. Payments by the Company
to RMB for its services under the Advisory Agreements amounted to $1,057,000 for
1994, up from $672,000 for 1993, in each case exclusive of reimbursement of
expenses. The Company also paid RMB $9,000 for leasing commissions during 1994.
At a special meeting of the stockholders of the Company held on September
27, 1994 (at which the stockholders also approved the Incorporation), the
stockholders approved the Company's acquisition of the REIT advisory business of
RMB. This acquisition, which involved the issuance of 325,000 Shares of Common
Stock of the Company to Mr. Fallon and various Fallon family trusts that owned
RMB, was consummated on January 31, 1995. As a result of the acquisition the
Advisory Agreements have been terminated and the Company is now a
self-administered REIT. Various personnel formerly employed by RMB became direct
employees of the Company effective as of January 1, 1995; and, for the present,
the Company is occupying space and sharing facilities of RMB as a
subtenant-at-will.
10
<PAGE> 12
2. BENEFICIAL OWNERSHIP OF SHARES
A. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Information known to the Company with respect to beneficial ownership (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange
Act")) of more than 5% of the Company's shares of Common Stock as of December
31, 1994 is as follows. Such information is based upon filings received by the
Company under the Exchange Act.
<TABLE>
<CAPTION>
NO. OF SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER OWNED OF CLASS
------------------------------------------------------------------- ------------- --------
<S> <C> <C>
FMR Corp.(1)....................................................... 1,020,900 12.0%
82 Devonshire Street
Boston, MA 02109
---------------
<FN>
(1) In a filing on Schedule 13G under the Exchange Act dated February 13, 1995,
FMR Corp., the parent company of Fidelity Management & Research Company,
reported that it had indirect beneficial ownership with sole power to
direct the disposition of all of these Shares, and sole power to direct the
voting of 52,500 of these Shares. Such report indicated that 439,950 of
such Shares (5.2% of the outstanding Shares of the Company) were owned by
Fidelity Equity Income II and 500,250 of such Share (5.9% of the
outstanding Shares) were owned by Fidelity Real Estate Investment
Portfolio.
</TABLE>
B. SECURITY OWNERSHIP OF MANAGEMENT
Information known to the Company with respect to beneficial ownership (as
defined in Rule 13d-3 under the Exchange Act) of shares of Common Stock of the
Company by Directors and executive officers as of February 15, 1995 is as
follows. Such information is based on filings received by the Company under the
Exchange Act, as supplemented by additional information provided to the Company.
<TABLE>
<CAPTION>
NO. OF SHARES BENEFICIALLY OWNED
--------------------------------
SOLE VOTING & SHARED VOTING &
NAME OF BENEFICIAL OWNER DISPOSITION DISPOSITION PERCENT OF CLASS
------------------------ ------------- --------------- ----------------
<S> <C> <C> <C>
William L. Brown........................... 1,500 -0- *
Don L. Foote............................... -0- 147,903(1) 1.7%
Joseph E. Hakim............................ 2,500 1,000(2) *
John B. Hynes, III......................... -0- -0- *
Stephen G. Kasnet.......................... 325 8,350(3) *
Paul G. Kirk, Jr........................... 500 -0- *
E. Lawrence Miller......................... 156,363(4) -0- 1.8%
W. Nicholas Thorndike...................... 12,877 -0- *
A. Robert Towbin........................... 500 -0- *
Thomas P. D'Arcy........................... 41,412(5) -0- *
All Directors and executive officers as a
group (13 persons)....................... 280,663(6) 162,268 5.1%
---------------
<FN>
* Less than one percent.
(1) Mr. Foote has advised the Company that these Shares are owned by Octagon
Financial Limited Partnership, a partnership formed by Mr. Foote's eight
adult children who are the sole partners. Mr. Foote disclaims beneficial
ownership of all of such Shares,
(2) Shares owned by Mr. Hakim's spouse, as to which Mr. Hakim disclaims
beneficial ownership.
(3) Voting and dispositive power shared with Mr. Kasnet's spouse.
</TABLE>
11
<PAGE> 13
(4) Includes 129,750 Shares subject to stock options granted to Mr. Miller
under the Company's stock option plans.
(5) Includes 40,500 Shares subject to stock options granted to Mr. D'Arcy under
the Company's stock option plans.
(6) Includes 230,375 Shares subject to stock options granted to executive
officers of the Company under the Company's stock option plans.
3. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
No Director, officer or associate of any such person is or at any time
during 1994 was indebted to the Company, and it has not been the Company's
practice to make loans to Directors, officers or their associates. The Company
may in the future, however, make loans to enable holders of options under the
1993 Stock Option Plan to purchase option shares, as provided in "Report of the
Compensation Committee."
Fees paid to RMB under the Advisory Agreements and the Company's
acquisition of RMB's REIT advisory business are described under "Advisor
Services and Compensation" above.
The First National Bank of Boston (the "Bank") serves as Registrar and
Transfer Agent for the Shares. In addition, the Company maintains ordinary
banking relationships with the Bank as a depositor and borrower. William L.
Brown, a Director of the Company, was formerly Chairman, Chief Executive Officer
and President of the Bank and the Bank's parent company, Bank of Boston
Corporation.
The law firm of Goodwin, Procter & Hoar, of which a professional
corporation controlled by William B. King, Secretary of the Company, is a
partner, provides legal services to the Company.
4. INDEPENDENT PUBLIC ACCOUNTANT
KPMG Peat Marwick LLP examined and reported upon the Company's financial
statements for the fiscal year ended December 31, 1994. A representative of KPMG
Peat Marwick LLP is expected to be present at the Annual Meeting with the
opportunity to make a statement, if he or she so desires, and to answer
appropriate questions from stockholders.
5. SOLICITATION OF PROXIES AND VOTING PROCEDURES
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, solicitation may also be made by personal interview,
telegram, facsimile transmission or telephone. Directors and officers of the
Company may participate in such solicitation.
Shares held of record by stockholders or brokers who do not return a signed
and dated proxy or attend the Annual Meeting in person will not be considered
present or represented at the Annual Meeting, will not be counted in determining
the presence of a quorum, and will not be voted for the election of Directors.
Directors are elected by a plurality of votes if a quorum is present. Therefore,
abstentions will have no effect on the outcome of the election of Directors.
6. STOCKHOLDER PROPOSALS AND OTHER MATTERS
Stockholder proposals intended to be presented at the 1996 Annual Meeting
of Stockholders must be received by the Company on or before November 30, 1995
for inclusion in the Company's Proxy Statement and form of proxy for that
meeting. Stockholder nominations for Directors, and certain other stockholder
proposals, must be received by the Company (i) not less than 75 days nor more
than 150 days prior to the anniversary date of the immediately preceding annual
meeting or special meeting in lieu thereof (the
12
<PAGE> 14
"Anniversary Date") or, (ii) if the Annual Meeting is called for a date more
than seven calendar days prior to the Anniversary Date, not later than the close
of business on (1) the 20th calendar day (or if that day is not a business day
for the Company, on the next succeeding business day) following the earlier of
(x) the date on which notice of the date of such meeting was mailed to
stockholders, or (y) the date on which the date of such meeting was publicly
disclosed, or (2) if such date of notice or public disclosure occurs more than
75 calendar days prior to the scheduled date of such meeting, then the later of
(x) the 20th calendar day (or if that day is not a business day for the Company,
on the next succeeding business day) following the date of the first to occur of
such notice or public disclosure or (y) the 75th calendar day prior to such
scheduled date of such meeting (or if that day is not a business day for the
Company, on the next succeeding business day).
The Directors know of no other business to be presented at the Annual
Meeting. If other matters properly come before the meeting, the persons named as
proxies will vote on such matters in accordance with their best judgment.
You are urged to complete, date, sign and return your proxy promptly to
make certain your Shares will be voted at the Annual Meeting, even if you plan
to attend the meeting in person. If you desire to vote your Shares in person at
the meeting, your proxy may be revoked. For your convenience in returning the
proxy card, a preaddressed and postage paid envelope has been enclosed.
YOUR PROXY IS IMPORTANT
WHETHER YOU OWN FEW OR MANY SHARES.
PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD TODAY.
13
<PAGE> 15
BRADLEY REAL ESTATE, INC.
PROXY FOR THE 1995 ANNUAL MEETING OF STOCKHOLDERS ON MAY 11, 1995
The undersigned, revoking any proxy heretofore given, hereby appoints
E. LAWRENCE MILLER and THOMAS P. D'ARCY, and each of them (with full power to
act alone), proxies with power of substitution to act and vote on behalf of the
undersigned, as designated on the reverse side, all shares of Common Stock of
BRADLEY REAL ESTATE, INC. (the "Company") held of record by the undersigned at
the close of business on March 17, 1995 at the 1995 Annual Meeting of
Stockholders of the Company to be held on May 11, 1995, or at any adjournment or
postponement thereof. The proxies are further authorized to vote, in their
discretion, upon such other business as may properly come before the meeting or
any adjournment or postponement thereof. The undersigned hereby acknowledges
receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement and
the Company's 1994 Annual Report. This proxy may be revoked at any time before
it is exercised.
UNLESS OTHERWISE INSTRUCTED, THIS PROXY WILL BE VOTED "FOR" THE
NOMINEES FOR DIRECTOR SET FORTH ON THE REVERSE SIDE.
CONTINUED, AND TO BE SIGNED, ON REVERSE SIDE /SEE REVERSE SIDE/
Please mark
/X/ vote as in
this example
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
The Board of Directors recommends a vote "FOR" each of the nominees set forth
below.
1. Proposal to elect three Directors to hold office until the 1998 Annual
Meeting of Stockholders and until their successors are elected and
qualified.
NOMINEES: John B. Hynes, III, Paul G. Kirk, Jr. and W. Nicholas Thorndike
For Withheld
The / / / / From The
Nominees Nominees
/ /____________________________________________
FOR EXCEPT VOTE WITHHELD FOR THE ABOVE NOMINEE(S)
<TABLE>
<CAPTION>
FOR NON DIVIDEND REINVESTMENT PARTICIPANTS ONLY:
<S> <C> <C> <C>
/ / Mark this box to begin participation in
the Company's Dividend Reinvestment and
Share Purchase Plan, and check one of the OPTIONAL
boxes at right (if no box is checked at right, FULL *PARTIAL CASH
you will be given full dividend reinvestment). DIVIDEND PARTICIPATION PAYMENTS
Read the accompanying Prospectus before REINVESTMENT ONLY
completing. / / / / / /
-----------------------------------------------------------------------------------------------------
<FN>
* (Indicate the number of shares above on which you still wish to receive cash dividends, and the
remainder of your shares will be reinvested.)
Note: Current plan participants may change their reinvestment option with this form.
</TABLE>
MARK HERE MARK HERE
FOR ADDRESS / / IF YOU PLAN / /
CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
Sign exactly as name appears hereon. Joint owners should each sign. (NOTE:
When signing as Executor, Administrator, Custodian, Attorney, Trustee, Guardian,
etc., please add full title.)
Signature: _______________________________ Date ___________________________
Signature: _______________________________ Date ___________________________
