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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
JUNE 29, 1995
(Date of Earliest Event Reported)
BRADLEY REAL ESTATE, INC.
(Exact name of registrant as specified in charter)
MARYLAND 1-10328 04-6034603
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification Number)
250 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116
(Address of principal executive offices, including Zip Code)
(617) 421-0680
(Registrant's telephone number, including area code)
The Exhibit Index appears on page 4.
There are 22 pages in this report, including exhibits.
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Item 5 - Other Events
- ---------------------
Following the close of trading on the New York Stock Exchange (the
"NYSE") on June 29, 1995, Bradley Real Estate, Inc. (the "Company") entered into
an Underwriting Agreement (the "Underwriting Agreement") with a syndicate of
underwriters (the "Underwriters") represented by PaineWebber Incorporated and
Alex. Brown & Sons Incorporated regarding the underwritten public offering (the
"Offering") of 2,500,000 shares (the "Shares") of the Company's Common Stock,
$.01 par value (the "Common Stock"). The Shares are being offered to the public
at a price of $16.00 per share, the closing price of the Common Stock on the
NYSE on June 29, 1995, with estimated net proceeds to the Company of $37.3
million after deducting the underwriting discount and other expenses. The
Underwriting Agreement includes a 30-day option granted by the Company to the
Underwriters to purchase up to 375,000 additional shares, on the same terms,
solely to cover over-allotments.
The Offering is being made pursuant to the Company's existing shelf
Registration Statement (Securities and Exchange Commission File No. 33-87084),
and the Company's Prospectus Supplement dated June 29, 1995 to the Prospectus
dated June 9, 1995. For further information regarding the Offering, reference is
made to the Underwriting Agreement and the Company's Prospectus Supplement and
Prospectus, which are included as exhibits to this report and are incorporated
by reference herein.
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:
1.1 Underwriting Agreement dated June 29, 1995
by and among the Company and the Underwriters.
23.1 Consent of KPMG Peat Marwick LLP.
99.1 Prospectus Supplement dated June 29, 1995
and Prospectus dated June 9, 1995 relating to the Offering
(incorporated by reference to the Prospectus Supplement and
Prospectus as filed by EDGAR transmission on June 30, 1995
pursuant to Rule 424(b)(2) under the Securities Act of 1933, as
amended).
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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.
BRADLEY REAL ESTATE, INC.
Date: June 30, 1995 By: /s/E. Lawrence Miller
------------------------------------
E. Lawrence Miller
President
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit Page
- ------- ----
<S> <C>
1.1 Underwriting Agreement dated June 29, 1995
by and among the Company and the Underwriters. 5
23.1 Consent of KPMG Peat Marwick LLP. 22
99.1 Prospectus Supplement dated June 29, 1995
and Prospectus dated June 9, 1995 relating to the Offering. *
</TABLE>
_______________________________
* Incorporated by reference to the Prospectus Supplement and Prospectus as filed
by EDGAR transmission on June 30, 1995 pursuant to Rule 424(b)(2) under the
Securities Act of 1933, as amended.
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2,500,000 SHARES
BRADLEY REAL ESTATE, INC.
COMMON STOCK
($.01 PAR VALUE)
UNDERWRITING AGREEMENT
----------------------
June 29, 1995
PAINEWEBBER INCORPORATED
ALEX. BROWN & SONS INCORPORATED
As Representatives of the Several Underwriters,
c/o PaineWebber Incorporated
10 Hanover Square
New York, N.Y. 10005
Dear Sirs:
Bradley Real Estate, Inc., a Maryland corporation (the "Company" which
term, unless the context otherwise requires, includes Bradley Real Estate Trust,
a Massachusetts business trust), confirms its agreement with the several
Underwriters listed in Schedule A hereto (the "Underwriters") as follows:
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1. DESCRIPTION OF SECURITIES. The Company proposes to issue and sell to
the several Underwriters 2,500,000 shares of Common Stock, $.01 par value
(hereinafter referred to as the "Securities").
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to, and agrees with, each Underwriter that:
(a) A registration statement on Form S-3 (File No. 33-
87084) with respect to the Securities, including a prospectus, has been
carefully prepared by the Company in conformity with the requirements
of the Securities Act of 1933 ("Act") and the rules and regulations
("Rules and Regulations") of the Securities and Exchange Commission
("Commission") thereunder and has been filed with the Commission and
has become effective. Such registration statement and prospectus may
have been amended or supplemented prior to the date of this Agreement;
any such amendment or supplement was so prepared and filed, and any
such amendment filed after the effective date of such registration
statement has become effective. No stop order suspending the
effectiveness of the registration statement has been issued, and no
proceeding for that purpose has been instituted or threatened by the
Commission. A prospectus supplement ("Prospectus Supplement") setting
forth the terms of the Securities and of their sale and distribution
has been or will be so prepared and will be filed pursuant to Rule
424(b) of the Rules and Regulations on or before the second business
day after the date hereof (or such earlier time as may be required by
the Rules and Regulations). Copies of such registration statement and
prospectus, any such amendments or supplements and all documents
incorporated by reference therein that were filed with the Commission
on or prior to the date of this Agreement (including one fully executed
copy of the registration statement and of each amendment thereto for
each of you and for counsel for the Underwriters) have been delivered
to you. Such registration statement, as it may have
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heretofore been amended, is referred to herein as the "Registration
Statement," and the final form of prospectus included in the
Registration Statement, as supplemented by the Prospectus Supplement,
is referred to herein as the "Prospectus". Each form of Prospectus, or
Prospectus and Prospectus Supplement heretofore made available for use
in offering the Securities is referred to herein as a "Preliminary
Prospectus." Any reference herein to the Registration Statement, the
Prospectus, any amendment or supplement thereto or any Preliminary
Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein, and any reference herein to the
terms "amend," "amendment" or "supplement" with respect to the
Registration Statement or Prospectus shall be deemed to refer to and
include the filing after the execution hereof of any document with the
Commission deemed to be incorporated by reference therein.
(b) Each part of the Registration Statement, when such
part became or becomes effective, each Preliminary Prospectus on the
date of filing thereof with the Commission, and the Prospectus and any
amendment or supplement thereto, on the date of filing thereof with the
Commission and at the Closing Date (as hereinafter defined), conformed
or will conform in all material respects with the requirements of the
Act and the Rules and Regulations; each part of the Registration
Statement, when such part became or becomes effective, did not or will
not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; each Preliminary Prospectus on the
date of filing thereof with the Commission, and the Prospectus and any
amendment or supplement thereto, on the date of filing thereof with the
Commission and at the Closing Date, did not or will not include an
untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; except that
the foregoing shall not apply to statements in or omissions from any
such document in reliance upon, and in conformity with, written
information furnished to the Company by you, or by any Underwriter
through you, specifically for use in the preparation thereof.
(c) The documents incorporated by reference in the
Registration Statement, the Prospectus, any amendment or supplement
thereto or any Preliminary Prospectus, when they became or become
effective under the Act or were or are filed with the Commission under
the Securities Exchange Act of 1934 ("Exchange Act"), as the case may
be, conformed or will conform in all material respects with the
requirements of the Act or the Exchange Act, as applicable, and the
rules and regulations of the Commission thereunder.
(d) The financial statements of the Company set forth or
incorporated by reference in the Registration Statement and Prospectus
fairly present the financial condition of the Company as of the dates
indicated and the results of operations and changes in financial
position for the periods therein specified in conformity with generally
accepted accounting principles consistently applied throughout the
periods involved (except as otherwise stated therein). The summary
financial, pro forma financial and statistical data included or
incorporated by reference in the Registration Statement and the
Prospectus present fairly the information shown therein and, to the
extent based upon or derived from the financial statements, have been
compiled on a basis consistent with the financial statements presented
therein. No other financial statements are required to be set forth in
the Registration Statement or the Prospectus under the Act or the Rules
and Regulations thereunder.
(e) The only subsidiaries (as defined in the Rules and
Regulations) of the Company are the subsidiaries listed on Schedule B
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hereto (the "Subsidiaries"). The Company and each of its Subsidiaries
has been duly incorporated and is an existing corporation in good
standing under the laws of its jurisdiction of incorporation. The
Company and each of its Subsidiaries has full power and authority
(corporate and other) to conduct its business as described in the
Registration Statement and Prospectus, and is duly qualified to do
business in each jurisdiction in which it owns or leases real property
or in which the conduct of its business requires such qualification
except where the failure to be so qualified, considering all such cases
in the aggregate, does not involve a material risk to the business,
properties, financial position or results of operations of the Company;
and, other than the Subsidiaries, the Company owns no amounts of stock
or other beneficial interest in any corporation, partnership, joint
venture or other business entity.
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(f) The outstanding Securities have been duly authorized
and are, or when issued as contemplated hereby will be, validly issued,
fully paid and non-assessable by the Company and conform, or when so
issued will conform, to the description thereof in the Prospectus. The
stockholders of the Company have no preemptive rights with respect to
the Securities.
(g) Except as contemplated in the Prospectus, subsequent
to the respective dates as of which information is given in the
Registration Statement and the Prospectus, the Company has not incurred
any liabilities or obligations, direct or contingent, or entered into
any transactions, not in the ordinary course of business, that are
material to the Company, and there has not been any material change in
the capital stock, short-term debt or long-term debt of the Company, or
any material adverse change, or any development involving a prospective
material adverse change, in the condition (financial or other),
business, prospects, net worth or results of operations of the Company.
(h) Except as set forth in the Prospectus, there is not
pending or, to the knowledge of the Company, threatened any action,
suit or proceeding to which the Company is a party, before or by any
court or governmental agency or body, that might result in any material
adverse change in the condition (financial or other), business,
prospects, net worth or results of operations of the Company, or might
materially and adversely affect the properties or assets thereof.
(i) There are no contracts or documents of the Company
that are required to be filed as exhibits to the Registration Statement
or to any of the documents incorporated by reference therein by the Act
or the Exchange Act or by the rules and regulations of the Commission
thereunder that have not been so filed.
(j) The performance of this Agreement and the consummation
of the transactions herein contemplated will not result in a breach or
violation of any of the terms and provisions of, or constitute a
default under, any statute, any agreement or instrument to which the
Company is a party or by which it is bound or to which any of the
property of the Company is subject, the Company's charter or by-laws,
or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any of its properties; no
consent, approval, authorization or order of, or filing with, any court
or governmental agency or body is required for the consummation of the
transactions contemplated by this Agreement in connection with the
issuance or sale of the Securities by the Company, except such as may
be required under the Act or state securities laws; and the Company has
full power and authority to authorize, issue and sell the Securities as
contemplated by this Agreement, free of any preemptive rights.
(k) The Company has complied in all respects with all
laws, regulations and orders applicable to it or its respective
businesses; the Company is not in default under any indenture,
mortgage, deed of trust, voting trust agreement, loan agreement, bond,
debenture, note agreement or other evidence of indebtedness, lease,
contract or other agreement or instrument to which it is a party or by
which it or any of its properties are bound, violation of which would
individually or in the aggregate have a material adverse effect on the
Company, and no other party under any such agreement or instrument to
which the Company is a party is, to the knowledge of the Company, in
default in any material respect thereunder; and the Company is not in
violation of its charter or by-laws, as the case may be.
(l) The Company has good and marketable title to all
properties and assets, as described in the Prospectus, owned by it,
free and clear of all liens, charges, encumbrances or restrictions,
except such as are described in the Prospectus or are not material in
relation to the business of the Company, and the Company has valid,
subsisting and enforceable leases for the properties described in the
Prospectus as leased by the Company, with such exceptions as are not
material and do not interfere with the use made and proposed to be made
of such properties by the Company; no tenant under any of the leases
pursuant to which the Company leases its properties has an option or
right of first refusal to purchase the premises demised under such
lease; the use and occupancy of each of the properties of the Company
complies in all material respects with all applicable codes and zoning
laws and regulations; the Company has no knowledge of any pending or
threatened condemnation or zoning change that will in any material
respect affect the size of, use
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of, improvement of, construction on, or access to any of the properties
of the Company; and the Company has no knowledge of any pending or
threatened proceeding or action that will in my manner affect the size
of, use of, improvements on, construction on, or access to any of the
properties of the Company.
(m) Title insurance in favor of the mortgagee and the
Company is maintained with respect to each of the properties owned by
the Company in an amount at least equal to the greater of (i) the cost
of acquisition of such property and (ii) the cost of construction by
the Company of the improvements located on such property (measured at
the time of such construction), except, in each case, where the failure
to maintain such title insurance would not have a material adverse
effect on the condition, financial or otherwise, or the earnings,
business affairs or business prospects of the Company.
(n) The mortgages and deeds of trust encumbering the
properties and assets described in the Prospectus are not convertible
nor does the Company hold a participating interest therein.
(o) The Company has no knowledge of (i) the unlawful
presence of any hazardous substances, hazardous materials, toxic
substances or waste materials (collectively, "Hazardous Materials") on
any of the properties owned by it, or (ii) any unlawful spills,
releases, discharges or disposal of Hazardous Materials that have
occurred or are presently occurring off such properties as a result of
any construction on or operation and use of such properties, which
presence or occurrence would have a material adverse effect on the
condition, financial or otherwise, or the earnings, business affairs or
business prospects of the Company. In connection with the construction
on or operation and use of the properties owned by the Company, the
Company represents that, as of the date of this Agreement, it has no
knowledge of any failure to comply with all applicable local, state and
federal environmental laws, regulations, ordinances and administrative
and judicial orders relating to the generation, recycling, reuse, sale,
storage, handling, transport and disposal of any Hazardous Materials,
which failure would have a material adverse effect on the condition,
financial or otherwise, or the earnings, business affairs or business
prospects of the Company.
(p) Property and casualty insurance in favor of the
Company is maintained with respect to each of the properties owned by
it in an amount and on such terms as is reasonable and customary for
businesses of this type.
(q) No holder of outstanding shares of capital stock of
the Company has any rights to the registration of shares of capital
stock of the Company which would or could require such securities to be
included in the Registration Statement.
(r) The Company has filed all Federal, State and foreign
income tax returns which have been required to be filed and has paid
all taxes indicated by said returns and all assessments received by it
to the extent that such taxes have become due.
(s) Each approval, consent, order, authorization,
designation, declaration or filing by or with any regulatory,
administrative or other governmental body necessary in connection with
the execution and delivery by the Company of this Agreement and the
consummation of the transactions herein contemplated (except such
additional steps as may be required by the National Association of
Securities Dealers, Inc. (the "NASD") or by the New York Stock Exchange
(the "NYSE"), or as may be necessary to qualify the Securities for
public offering by the Underwriters under State securities or Blue Sky
laws) has been obtained or made and is in full force and effect.
(t) The Company holds all material licenses, certificates
and permits from governmental authorities which are necessary to the
conduct of its business; and the Company has not infringed any patents,
patent rights, trade names, trademarks or copyrights, which
infringement is material to the business of the Company taken as a
whole.
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(u) For all applicable tax years as to which the Company's
tax returns are subject to audit and the Company is subject to
assessment for taxes reportable therein, the Company has continuously
been organized and operated in conformity with the requirements for
qualification as a real estate investment trust under the Internal
Revenue Code of 1986, as amended (the "Code"). The Company's method of
operation will permit it to continue to meet the requirements for
taxation as a real estate investment trust under the Code. The Company
has no intention of changing its operations or engaging in activities
which would adversely affect its ability to qualify, or make
economically undesirable its continued qualification as, a real estate
investment trust.
(v) The Company is not an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.
(w) The Securities have been approved for listing upon
official notice of issuance on the NYSE.
3. PURCHASE, SALE AND DELIVERY OF SECURITIES. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to issue and sell to
each Underwriter, and each Underwriter agrees, severally and not jointly, to
purchase from the Company, at a purchase price of $ 15.12 per share, the amount
of Securities set forth opposite the name of such Underwriter in Schedule A
----------
hereto.
The Securities to be purchased by the Underwriters will be delivered by
the Company to you for the accounts of the several Underwriters at the office of
PaineWebber Incorporated, 1285 Avenue of the Americas, New York, New York,
10005, against payment of the purchase price therefor by certified or official
bank check or checks in New York Clearing House (next day) funds payable to the
order of the Company at the office Goodwin, Procter & Hoar, Exchange Place,
Boston, Massachusetts 02109, at 10:00 a.m., New York time, on July 6, 1995 (or
if the NYSE or American Stock Exchange or commercial banks in The City of New
York are not open on such day, the next day on which such exchanges and banks
are open), or at such other time not later than eight full business days
thereafter as you and the Company determine, such time being herein referred to
as the "Closing Date." If requested by you, the Securities will be prepared in
definitive form and in such authorized denominations and registered in such
names as you may request upon at least two business days' prior notice to the
Company and will be made available for checking and packaging at the office of
PaineWebber Incorporated at least one business day prior to the Closing Date.
It is understood that you, acting individually and not in a
representative capacity, may (but shall not be obligated to) make payment to the
Company on behalf of any other Underwriter for the Securities to be purchased by
such Underwriter. Any such payment by you shall not relieve any such Underwriter
of any of its obligations hereunder.
4. COVENANTS. The Company covenants and agrees with each
Underwriter that:
(a) The Company will cause the Prospectus Supplement to be
filed as required by Section 2(a) hereof (but only if you have not
reasonably objected thereto by notice to the Company after having been
furnished a copy a reasonable time prior to filing) and will notify you
promptly of such filing. During the period in which a prospectus
relating to the Securities is required to be delivered under the Act,
the Company will notify you promptly of the time when any subsequent
amendment to the Registration Statement has become effective or any
subsequent supplement to the Prospectus has been filed and of any
request by the Commission for any amendment or supplement to the
Registration Statement or Prospectus or for additional information; it
will prepare and file with the Commission, promptly upon your request,
any amendments or supplements to the Registration Statement or
Prospectus that, in your opinion, may be necessary or advisable in
connection with the distribution of the Securities by the Underwriters;
and it will file no amendment or supplement to the Registration
Statement or Prospectus (other than any prospectus supplement relating
to the offering of other securities registered under the Registration
Statement or any document required to be filed under the Exchange Act
that upon filing is deemed to be incorporated by reference therein) to
which you shall reasonably object by notice to the Company after having
been furnished a copy a reasonable time prior to the filing.
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(b) The Company will advise you, promptly after it shall
receive notice or obtain knowledge thereof, of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement, of the suspension of the qualification of the
Securities for offering or sale in any jurisdiction, or of the
initiation or threatening of any proceeding for any such purpose; and
it will promptly use its best efforts to prevent the issuance of any
stop order or to obtain its withdrawal if such a stop order should be
issued.
(c) Within the time during which a prospectus relating to
the Securities is required to be delivered under the Act, the Company
will comply as far as it is able with all requirements imposed upon it
by the Act and by the Rules and Regulations, as from time to time in
force, so far as necessary to permit the continuance of sales of or
dealings in the Securities as contemplated by the provisions hereof and
the Prospectus. If during such period any event occurs as a result of
which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the
circumstances then existing, not misleading, or if during such period
it is necessary to amend or supplement the Registration Statement or
Prospectus to comply with the Act, the Company will promptly notify you
and will amend or supplement the Registration Statement or Prospectus
(at the expense of the Company) so as to correct such statement or
omission or effect such compliance.
(d) The Company will use its best efforts to qualify the
Securities for sale under the securities laws of such jurisdictions as
you reasonably designate (including, without limitation, an application
for exemption from Section 352-e of the General Business Law of the
State of New York) and to continue such qualifications in effect so
long as required for the distribution of the Securities, except that
the Company shall not be required in connection therewith to qualify as
a foreign corporation or to execute a general consent to service of
process in any jurisdiction.
(e) The Company will furnish to the Underwriters copies of
the Registration Statement, the Prospectus (including all documents
incorporated by reference therein) and all amendments and supplements
to the Registration Statement and Prospectus that are filed with the
Commission during the period in which a prospectus relating to the
Securities is required to be delivered under the Act (including all
documents filed with the Commission during such period that are deemed
to be incorporated by reference therein), in each case as soon as
available and in such quantities as you may from time to time
reasonably request.
(f) The Company will make generally available to its
security holders as soon as practicable, but in any event not later
than 15 months after the end of the Company's current fiscal quarter,
an earning statement (which need not be audited) covering a 12-month
period beginning after the date upon which the Prospectus Supplement is
filed pursuant to Rule 424 under the Act that shall satisfy the
provisions of Section 11(a) of the Act and Rule 158 of the Rules and
Regulations and will advise you in writing when such statement has been
made available.
(g) The Company, whether or not the transactions
contemplated hereunder are consummated or this Agreement is terminated,
(i) will pay the costs and charges of any transfer agent or registrar,
and the cost of preparing stock certificates; and (ii) will pay all
other expenses incident to the performance of its obligations
hereunder, the expenses of printing all documents relating to the
offering, and will reimburse the Underwriters for any expenses
(including reasonable fees and disbursements of counsel) incurred by
them in connection with the matters referred to in Section 4(d) hereof
and the preparation of memoranda relating thereto, and for any filing
fee of the NASD relating to the Securities. If the sale of the
Securities provided for herein is not consummated by reason of any
failure, refusal or inability on the part of the Company to perform any
agreement on its part to be performed, or because any other condition
of the Underwriters' obligations hereunder required to be fulfilled by
the Company is not fulfilled, the Company will reimburse the several
Underwriters for all reasonable out-of-pocket disbursements (including
reasonable fees and disbursements of counsel) incurred by the
Underwriters in connection with their investigation, preparing to
market and marketing the Securities or in contemplation of performing
their obligations hereunder. The
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Company shall not in any event be liable to any of the Underwriters
for loss of anticipated profits from the transactions covered by this
Agreement.
(h) The Company will apply the net proceeds from the sale
of the Securities as set forth in the Prospectus.
(i) The Company, its executive officers and the members of
its Board of Directors will not, directly or indirectly, offer, sell
or otherwise dispose of any shares of capital stock or securities
convertible into or exchangeable for, or any rights to purchase or
acquire, shares of capital stock prior to the expiration of 90 days
from the date of this Agreement without your prior written consent.
(j) The Company will continue to elect to qualify as a
"real estate investment trust" under the Code, and will use its best
efforts to continue to meet the requirements to qualify as a "real
estate investment trust."
5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of
the several Underwriters to purchase and pay for the Securities as provided
herein shall be subject to the accuracy, as of the date hereof and the Closing
Date (as if made at the Closing Date), of the representations and warranties of
the Company herein, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
(a) The Prospectus shall have been filed as required by
Section 2(a) hereof; and no stop order suspending the effectiveness of
the Registration Statement shall have been issued and no proceeding
for that purpose shall have been instituted or, to the knowledge of
the Company or any Underwriter, threatened by the Commission, and any
request of the Commission for additional information (to be included
in the Registration Statement or the Prospectus or otherwise) shall
have been complied with to your satisfaction.
(b) No Underwriter shall have advised the Company that the
Registration Statement or Prospectus, or any amendment or supplement
thereto, contains an untrue statement of fact that in your opinion is
material, or omits to state a fact that in your opinion is material
and is required to be stated therein or is necessary to make the
statements therein not misleading.
(c) Except as contemplated in the Prospectus, subsequent
to the respective dates as of which information is given in the
Registration Statement and the Prospectus, there shall not have been
any change, on a consolidated basis, in the equity capitalization,
short-term debt or long-term debt of the Company, or any adverse
change, or any development involving a prospective adverse change, in
the condition (financial or other), business, prospects, net worth or
results of operations of the Company or any change in the rating
assigned to any securities of the Company, that, in your judgment,
makes it impractical or inadvisable to offer or deliver the Securities
on the terms and in the manner contemplated in the Prospectus.
(d) You shall have received the opinion of Goodwin,
Procter & Hoar, counsel for the Company, dated the Closing Date, to
the effect that:
(i) The Company and each of its Subsidiaries has
been duly incorporated and is validly existing and in good
standing under the laws of its jurisdiction of incorporation,
has full power and authority to conduct its business as
described in the Registration Statement and Prospectus, and is
duly qualified to do business in each jurisdiction in which it
owns or leases real property or in which the conduct of its
business requires such qualification except where the failure
to be so qualified, considering all such cases in the
aggregate, does not involve a material risk to the business,
properties, financial position or results of operations of the
Company and its Subsidiaries;
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(ii) The outstanding shares of capital stock of
the Company and the Securities have been duly authorized and
are, or when issued as contemplated hereby will be, fully paid
and non-assessable by the Company and conform, or when so
issued will conform, to the description thereof in the
Prospectus; and the stockholders of the Company have no
preemptive rights with respect to the Securities;
(iii) The Registration Statement has become
effective under the Act; the Prospectus Supplement has been
filed as required by Section 2(a) hereof, and to the best
knowledge of such counsel no stop order suspending the
effectiveness of the Registration Statement has been issued
and no proceeding for that purpose has been instituted or
threatened by the Commission;
(iv) Each part of the Registration Statement, when
such part became effective, and the Prospectus and any
amendment or supplement thereto, on the date of filing thereof
with the Commission and at the Closing Date, complied as to
form in all material respects with the requirements of the Act
and the Rules and Regulations; and such counsel have no reason
to believe that either any part of the Registration Statement,
when such part became effective, contained an untrue statement
of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus and
any amendment or supplement thereto, on the date of filing
thereof with the Commission or at the Closing Date, included
an untrue statement of a material fact or omitted to state a
material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; and the documents incorporated by reference in the
Registration Statement or Prospectus or any amendment or
supplement thereto, when they became effective under the Act
or were filed with the Commission under the Exchange Act, as
the case may be, complied as to form in all material respects
with the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder; it being understood that such counsel need express
no opinion as to the financial statements or other financial
data included in any of the documents mentioned in this
clause;
(v) The descriptions in the Registration
Statement and Prospectus of statutes, legal and governmental
proceedings, contracts and other documents are accurate and
fairly present the information required to be shown; and such
counsel do not know of any statutes or legal or governmental
proceedings required to be described in the Prospectus that
are not described as required, or of any contracts or
documents of a character required to be described in the
Registration Statement or Prospectus (or required to be filed
under the Exchange Act if upon such filing they would be
incorporated by reference therein) or to be filed as exhibits
to the Registration Statement that are not described and filed
as required;
(vi) This Agreement has been duly authorized,
executed and delivered by the Company; the performance of this
Agreement and the consummation of the transactions herein
contemplated will not result in a breach or violation of any
of the terms and provisions of, or constitute a default under,
any statute, any agreement or instrument known to such counsel
to which the Company is a party or by which it is bound or to
which any of the property of the Company is subject, the
Company's charter or by-laws, or any order, rule or regulation
known to such counsel of any court or governmental agency or
body having jurisdiction over the Company or any of its
properties; and no consent, approval, authorization or order
of, or filing with, any court or governmental agency or body
is required for the consummation of the transactions
contemplated by this Agreement in connection with the issuance
or sale of the Securities by the Company, except such as have
been obtained under the Act and such as may be required under
state securities laws in connection with the purchase and
distribution of the Securities by the Underwriters;
(vii) For all applicable tax years as to which the
Company's tax returns are subject to audit and the Company is
subject to assessment for taxes reportable therein, the
Company has continuously been organized and operated in
conformity with the requirements for qualification as
8
<PAGE>
a "real estate investment trust" under the Internal Revenue
Code of 1986, as amended (the "Code"). The Company's method of
operation will permit it to continue to meet the requirements
for taxation as a "real estate investment trust" under the
Code. The federal income tax treatment described in the
Prospectus under the caption "Taxation" is accurate;
(viii) The Company is not an "investment company"
within the meaning of the Investment Company Act of 1940, as
amended.
(e) You shall have received from Latham & Watkins,
counsel for the Underwriters, such opinion or opinions, dated the
Closing Date, with respect to the organization of the Company, the
validity of the Securities, the Registration Statement, the Prospectus
and other related matters as you reasonably may request, and such
counsel shall have received such papers and information as they request
to enable them to pass upon such matters.
(f) At the time of execution of this Agreement and at the
Closing Date, you shall have received a letter from KPMG Peat Marwick
LLP, dated the date of delivery thereof, to the effect set forth in
Exhibit I hereto.
---------
(g) You shall have received from the Company a
certificate, signed by the President or a Vice President and by the
principal financial or accounting officer of the Company, dated the
Closing Date, to the effect that, to the best of their knowledge based
upon reasonable investigation:
(i) The representations and warranties of the
Company in this Agreement are true and correct, as if made at
and as of the Closing Date, and the Company has complied with
all the agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to the Closing
Date;
(ii) No stop order suspending the effectiveness of
the Registration Statement has been issued, and no proceeding
for that purpose has been instituted or is threatened, by the
Commission; and
(iii) Since the effective date of the Registration
Statement, there has occurred no event required to be set
forth in an amendment or supplement to the Registration
Statement or Prospectus that has not been so set forth, and
there has been no document required to be filed under the
Exchange Act and the rules and regulations of the Commission
thereunder that upon such filing would be deemed to be
incorporated by reference in the Prospectus that has not been
so filed.
(h) The Company shall have furnished to you such further
certificates and documents as you shall have reasonably requested.
All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof only if they are satisfactory in form and
substance to you. The Company will furnish you with such conformed copies of
such opinions, certificates, letters and other documents as you shall reasonably
request.
6. INDEMNIFICATION AND CONTRIBUTION. (a) The Company will
indemnify and hold harmless each Underwriter against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
part of the registration statement when such part became effective, or in the
Registration Statement, any Preliminary Prospectus, the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses
reasonably incurred by it in connection with investigating or defending against
such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Company shall not be liable in any such case to the
extent
9
<PAGE>
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company by you, or by any Underwriter through you, specifically
for use in the preparation thereof.
(b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any part of the Registration Statement when such part became
effective, or in the Registration Statement, any Preliminary Prospectus, the
Prospectus or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made therein in
reliance upon and in conformity with written information furnished to the
Company by you, or by such Underwriter through you, specifically for use in the
preparation thereof; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or
defending against any such loss, claim, damage, liability or action as such
expenses are incurred.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability that it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party, and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in, and, to the extent that it shall wish, jointly with
any other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 6 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above, (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the
offering of the Securities or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company on the one hand and the Underwriters on
the other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Company bear to the total underwriting discounts and commissions received
by the Underwriters, in each case as set forth in the table on the cover page of
the Prospectus Supplement. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contributions
pursuant to this subsection (d) were to be determined by pro rata allocation
(even if the Underwriters were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable
considerations referred to in the first sentence of this subsection (d). The
amount paid by an indemnified party as a result of the
losses, claims, damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
against any action or claim that is the subject of this subsection (d).
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten
10
<PAGE>
by it and distributed to the public were offered to the public exceeds the
amount of any damages that such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations and not joint.
(e) The obligations of the Company under this Section 6 shall be
in addition to any liability that the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any Underwriter within the meaning of the Act, and the obligations of the
Underwriters under this Section 6 shall be in addition to any liability that the
respective Underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each member of the Board of Directors of the Company
(including any person who, with his consent, is named in the Registration
Statement as about to become a member of the Board of Directors of the Company),
to each officer of the Company who has signed the Registration Statement and to
each person, if any, who controls the Company within the meaning of the Act.
7. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY. All
representations, warranties and agreements of the Company herein or in
certificates delivered pursuant hereto, and the agreements of the several
Underwriters contained in Section 6 hereof, shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of any
Underwriter or any controlling persons, or the Company or any of its officers,
directors or any controlling persons, and shall survive delivery of and payment
for the Securities hereunder.
8. SUBSTITUTION OF UNDERWRITERS. (a) If any Underwriter or
Underwriters shall fail to take up and pay for the amount of Securities agreed
by such Underwriter or Underwriters to be purchased hereunder, upon tender of
such Securities in accordance with the terms hereof, and the amount of
Securities not purchased does not aggregate more than 10% of the total amount of
Securities that the Underwriters are obligated to purchase hereunder at the
Closing Date, the remaining Underwriters shall be obligated to take up and pay
for (in proportion to their respective underwriting obligations hereunder as set
forth in Schedule A hereto except as may otherwise be determined by you) the
----------
Securities that the withdrawing or defaulting Underwriter or Underwriters agreed
but failed to purchase.
(b) If any Underwriter or Underwriters shall fail to take up and
pay for the amount of Securities agreed by such Underwriter or Underwriters to
be purchased hereunder, upon tender of such Securities in accordance with the
terms hereof, and the amount of Securities not purchased aggregates more than
10% of the total amount of Securities that the Underwriters are obligated to
purchase hereunder at the Closing Date, and arrangements satisfactory to you and
the Company for the purchase of such Securities by other persons are not made
within 36 hours thereafter, this Agreement shall terminate. In the event of any
such termination the Company shall not be under any liability to any Underwriter
with respect to Securities not purchased by reason of such termination (except
to the extent provided in Section 4(g) and Section 6 hereof) nor shall any
Underwriter (other than an Underwriter who shall have failed, otherwise than for
some reason permitted under this Agreement, to purchase the amount of Securities
agreed by such Underwriter to be purchased hereunder) be under any liability to
the Company with respect to such Securities (except to the extent provided in
Section 6 hereof).
9. TERMINATION. You shall have the right by giving notice as
hereinafter specified at any time at or prior to the Closing Date, to terminate
this Agreement if (i) the Company shall have failed, refused or been unable, at
or prior to the Closing Date, to perform any agreement on its part to be
performed hereunder, (ii) any other condition of the Underwriters' obligations
hereunder is not fulfilled, (iii) trading on the NYSE or the American Stock
Exchange shall have been wholly suspended, (iv) minimum or maximum prices for
trading shall have been fixed, or maximum ranges for prices for securities shall
have been required, on the NYSE or the American Stock Exchange, by such Exchange
or by order of the Commission or any other governmental authority having
jurisdiction, (v) a banking moratorium shall have been declared by Federal or
New York authorities, or (vi) an outbreak of major hostilities in which the
United States is involved, a declaration of war by Congress, any other
substantial national or international calamity or any other event or occurrence
of a similar character shall have occurred since the execution of this Agreement
that, in your judgment, makes it impractical or inadvisable to proceed with the
completion of the sale of and payment for the Securities. Any such termination
shall be without liability of any party to any other party
11
<PAGE>
with respect to Securities not purchased by reason of such termination except
that the provisions of Section 4(g) and Section 6 hereof shall at all times be
effective. If you elect to terminate this Agreement as provided in this Section,
the Company shall be notified promptly by you by telephone, telex or telecopy,
confirmed by letter.
10. NOTICES. All notices or communications hereunder shall be in
writing and if sent to you shall be mailed, delivered, telexed or telecopied and
confirmed to you, c/o PaineWebber Incorporated, 10 Hanover Square, New York, New
York, 10005, or if sent to the Company, shall be mailed, delivered, telexed or
telecopied and confirmed to the Company at 250 Boylston Street, Boston,
Massachusetts 02116. Notice to any Underwriter pursuant to Section 6 hereof
shall be mailed, delivered, telexed or telecopied and confirmed to such
Underwriter's address as it appears in such Underwriter's questionnaire or other
notice furnished to the Company in writing for the purpose of communications
hereunder. Any party to this Agreement may change such address for notices by
sending to the parties to this Agreement written notice of a new address for
such purpose.
11. PARTIES. This Agreement shall inure to the benefit of and be
binding upon the Company and the Underwriters and their respective successors
and the controlling persons, officers and directors referred to in Section 6
hereof, and no other person will have any right or obligation hereunder.
In all dealings with the Company under this Agreement, you shall act on
behalf of each of the several Underwriters, and any action under this Agreement
taken by you will be binding upon all the Underwriters.
12. APPLICABLE LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
13. OVERALLOTMENT OPTION. (a) In addition to the shares of Common
Stock being sold by the Company and described in Section 1 hereof (which are
referred to herein as the "Firm Shares"), the Underwriters, at their option,
shall have the right to purchase from the Company up to an aggregate of 375,000
additional shares of Common Stock, par value $.01 per share ("Optional Shares").
The first two paragraphs of Section 3 hereof shall be deemed to apply only to
the purchase, sale and delivery of the Firm Shares. References in those two
paragraphs and in Schedule A hereto to the "Securities" shall be deemed to be
----------
references to the "Firm Shares"; except as otherwise provided in this Section
13, other references in this Agreement to the "Securities" shall be deemed to
include the Firm Shares and the Optional Shares.
(b) Upon written notice from you given to the Company not more
than 30 days subsequent to the date of the public offering of the Securities,
the Underwriters may purchase all or less than all of the Optional Shares at the
purchase price per share to be paid for the Firm Shares. The Company agrees to
issue and sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, that Underwriter's proportionate
share (based upon the respective underwriting obligations of the several
Underwriters hereunder as set forth in Schedule A hereto except as may be
----------
adjusted by you to eliminate fractions) of the number of Optional Shares
specified in such notice. Such Optional Shares may be purchased by the
Underwriters only for the purpose of covering over-allotments made in connection
with the sale of the Firm Shares. No Optional Shares shall be sold or delivered
unless the Firm Shares previously have been, or simultaneously are, sold and
delivered. The right to purchase the Optional Shares or any portion thereof may
be surrendered and terminated at any time upon notice by you to the Company. The
"Closing Date" as defined in Section 3 hereof, shall be deemed to be the "First
Closing Date," and the time for the delivery of and payment for the Optional
Shares, is herein referred to as the "Second Closing Date," (which may be the
First Closing Date). The Second Closing Date shall be determined by you but
shall be not later than 10 days after you give to the Company written notice of
election to purchase Optional Shares. The preparation, registration, checking
and delivery of, and payment for, the Optional Shares shall occur or be made in
the same manner as provided in Section 3 hereof for the Firm Shares, except as
you and the Company may otherwise agree.
(c) The conditions to the Underwriters' obligations set forth in
Section 5 shall be deemed to be conditions to the Underwriters' obligations to
purchase and pay for the Securities to be purchased on each of the First Closing
Date and the Second Closing Date, as the case may be; references in that Section
and in Sections 2, 8 and 9 hereof to the "Closing Date" shall be deemed to be
references to the First Closing Date or the Second Closing Date,
12
<PAGE>
as the case may be, and references to the "Securities" in Section 5 hereof shall
be deemed to be references to the Securities to be purchased at such Closing
Date. A termination of this Agreement as to the Optional Shares after the First
Closing Date will not terminate this Agreement as to the Firm Shares.
If the foregoing correctly sets forth the understanding between the
Company and the several Underwriters, please so indicate in the space provided
below for that purpose, whereupon this letter shall constitute a binding
agreement between the Company and the several Underwriters.
Very truly yours,
BRADLEY REAL ESTATE, INC.
By: /s/ E. Lawrence Miller
------------------------------------
Name: E. Lawrence Miller
-----------------------------
Title: President
---------------------------
ACCEPTED as of the date first above
written on behalf of ourselves and
as representatives of the other
Underwriters named in Schedule A hereto.
PAINEWEBBER INCORPORATED
ALEX. BROWN & SONS INCORPORATED
By PAINEWEBBER INCORPORATED
By: /s/ Thomas N. Cook, Jr.
--------------------------------------
Thomas N. Cook, Jr.,
Senior Vice President
13
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
Amount of
Securities
to be
Purchased
---------
<S> <C>
Underwriter
-----------
PAINEWEBBER INCORPORATED...................................... 750,000
ALEX. BROWN & SONS INCORPORATED............................... 750,000
DEAN WITTER REYNOLDS INC. .................................... 80,000
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION........... 80,000
A. G. EDWARDS & SONS, INC. ................................... 80,000
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED............ 80,000
OPPENHEIMER & CO., INC. ...................................... 80,000
SMITH BARNEY INC. ............................................ 80,000
ADVEST, INC. ................................................. 50,000
J. C. BRADFORD & CO. ......................................... 50,000
FAHNESTOCK & CO. INC. ........................................ 50,000
LADENBURG, THALMANN & CO., INC. .............................. 50,000
MCDONALD & COMPANY SECURITIES, INC. .......................... 50,000
PIPER JAFFRAY INC. ........................................... 50,000
SUTRO & CO. INCORPORATED...................................... 50,000
TUCKER ANTHONY INCORPORATED................................... 50,000
FIRST EQUITY CORPORATION OF FLORIDA........................... 30,000
MOORS & CABOT, INC. .......................................... 30,000
PENNSYLVANIA MERCHANT GROUP LTD............................... 30,000
H. C. WAINWRIGHT CO., INC. ................................... 30,000
______________________
Total............................... 2,500,000
=========
</TABLE>
14
<PAGE>
SCHEDULE B
Subsidiaries
- ------------
Bradley Real Estate Management, Inc., a Massachusetts corporation
Bradley Midwest Management, Inc., a Minnesota corporation
15
<PAGE>
EXHIBIT I
(1) They are independent certified public accountants with respect to
the Company and within the meaning of the Act and the Rules and Regulations and
the answer to Item 10 of the Registration Statement form is correct insofar as
it relates to them.
(2) In their opinion, the financial statements and schedules examined
by them and included in the Registration Statement and Prospectus comply as to
form in all material respects with the applicable accounting requirements of the
Act or the Exchange Act, as applicable, and the published rules and regulations
of the Commission thereunder.
(3) They have made a review in accordance with standards established
by the American Institute of Certified Public Accountants of the unaudited
financial statements included in the Prospectus or attached to such letter, as
indicated in their reports thereon attached to such letter.
(4) On the basis of procedures referred to in such letter, including
a reading of the latest available interim financial statements of the Company
and inquiries of officials of the Company responsible for financial and
accounting matters, nothing caused them to believe that:
(A) the unaudited information with respect to the results of
operations and financial position for and at the end of each of the two
years in the period ended December 31, 1994 included or incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 does not comply as to form in all material respects
with the applicable accounting requirements of the Exchange Act and the
published rules and regulations of the Commission thereunder, is not
fairly stated in all material respects in relation to the audited
financial statements from which it has been derived, or does not agree
with the corresponding amounts in the audited financial statements for
each of the years then ended;
(B) the unaudited information with respect to the results of
operations and financial position for and at the end of the two years
ended December 31, 1994 included in the Prospectus under the captions
"Summary" and "Selected Financial Data" does not comply as to form in
all material respects with the applicable accounting requirements of the
Act and the Rules and Regulations, is not fairly stated in all material
respects in relation to the audited financial statements from which it
has been derived, or does not agree with the corresponding amounts in
the audited financial statements for each of the years then ended;
(C) the unaudited financial statements included in the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 do
not comply as to form in all material respects with the applicable
accounting requirements of the Exchange Act and the published rules and
regulations of the Commission thereunder or are not in conformity with
generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial statements
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
(D) the unaudited information with respect to the results of
operations and financial position for and at the end of the three months
ended March 31, 1995 and March 31, 1994 included in the Prospectus under
the captions "Summary" and "Selected Financial Data" does not comply as
to form in all material respects with the applicable accounting
requirements of the Act and the Rules and Regulations or does not agree
with the corresponding amounts in the unaudited financial statements
referred to in clause (C) above;
(E) at the date of the latest available internal balance sheet of
the Company and at a subsequent specified date not more than five days
prior to the date of such letter, there was any change in the equity
capitalization, short-term debt or long-term debt of the Company, or any
decrease in net assets as compared with amounts shown in the March 31,
1995 balance sheet included in the Prospectus, except in all cases for
changes or decreases that the Prospectus discloses have occurred or may
occur or as may be set forth in such letter;
16
<PAGE>
(F) for the period from March 31, 1995 to the date of the latest
available internal balance sheet of the Company and to a subsequent
specified date not more than five days prior to the date of such letter,
there was any decrease, as compared with the corresponding period of the
previous year, in rental income or in the total or per share amounts of
income before extraordinary items or of net income, except in all cases
for changes or decreases that the Prospectus discloses have occurred or
may occur or as may be set forth in such letter.
(5) In addition to their examination referred to in their reports
included or incorporated by reference in the Registration Statement and
Prospectus and the procedures referred to in (4) above, they have carried out
certain other specified procedures, not constituting an audit, with respect to
the dollar amounts, percentages and other financial information that are
included or incorporated by reference in the Prospectus and appear in the
Prospectus under the captions "Prospectus Supplement Summary," "The Company,"
"Use of Proceeds," "Capitalization," "Market Price of Shares and Distributions,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and "Properties," and appear or are incorporated by reference in
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 1995
under the captions, "Business," "Market for the Registrant's Shares and Related
Shareholder Matters," "Selected Financial Data," "Management's Discussion and
Analysis of Financial Condition and Results of Operation," "Properties,"
"Financial Statement and Supplementary Data," and "Financial Statements" and
have found such dollar amounts, percentages, and financial information to be in
agreement with the general accounting records of the Company.
(6) In addition to their examination referred to in their reports
included or incorporated by reference in the Registration Statement and
Prospectus and the procedures referred to in (5) above, they have carried out
certain other specified procedures, not constituting an audit, with respect to
the dollar amounts, percentages and other financial information that are
included in the Prospectus and appear in the Prospectus under the captions
"Prospectus Supplement Summary," "The Company," "Management's Discussion and
Analysis of Financial Condition and Results of Operation" and "Properties" and
have found such dollar amounts, percentages and other financial information to
be in agreement with the general accounting records of St. Francis Plaza.
______________________
<PAGE>
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Bradley Real Estate, Inc.:
We consent to the use of our report dated January 23, 1995 incorporated herein
by reference and to the reference to our firm under the heading "Experts" in the
prospectus.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
Boston, Massachusetts
June 29, 1995
