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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
Date of Report: March 3, 1999
Date of earliest event reported: February 23,1999
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BRADLEY REAL ESTATE, INC.
(Exact name of Registrant as specified in its charter)
MARYLAND 1-10328 04-6034603
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
40 SKOKIE BOULEVARD, NORTHBROOK, ILLINOIS 60062
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(847) 272-9800
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Item 5. Other Events.
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On February 23, 1999, Bradley Operating Limited Partnership (the "Operating
Partnership"), the entity through which Bradley Real Estate, Inc. (the
"Company"), a Maryland corporation, conducts substantially all of its business
and owns (either directly or through subsidiaries) substantially all of its
assets, completed a private placement of 2,000,000 of its 8.875% Series B
Cumulative Redeemable Perpetual Preferred Units (the "Series B Preferred Units")
to two institutional investors at a price of $25.00 per unit. The net proceeds
of approximately $49.2 million were used to repay amounts outstanding under the
Operating Partnership's unsecured credit facility. In connection with such
placement, the partnership agreement of the Operating Partnership was amended to
provide for and to describe the rights of the holders of the Series B Preferred
Units.
Distributions on the Series B Preferred Units will be cumulative from the
date of original issuance and payable quarterly on the last business day of each
March, June, September and December of each year commencing March 31, 1999, at
an annual rate of 8.875% per annum on the $25.00 original capital contribution
per unit. Upon any voluntary or involuntary liquidation, dissolution or winding
up of the Operating Partnership, the Series B Preferred Units will be entitled
to a preferential distribution equal to the capital account attributable to such
unit (initially $25.00 per unit), plus an amount equal to all accumulated,
accrued and unpaid distributions. With respect to payment of distributions and
amounts upon liquidation, the Series B Preferred Units will rank (i) senior to
the common limited partner units and general partner units and (ii) on a parity
with the Operating Partnership's 8.4% Series A Preferred Units (the "Series A
Preferred Units").
On and after February 23, 2004, the Operating Partnership may redeem the
Series B Preferred Units at its option, in whole or in part, at any time for
cash at a redemption price equal to the redeemed holder's capital account
(initially $25.00 per unit), plus an amount equal to all accumulated, accrued
and unpaid distributions or dividends thereon to the date of redemption. In
lieu of cash, the Operating Partnership may elect to deliver shares of 8.875%
Series B Cumulative Redeemable Perpetual Preferred Stock of the Company (the
"Series B Preferred Shares") on a one-for-one basis, plus an amount equal to all
accumulated, accrued and unpaid distributions or dividends thereon to the date
of redemption. The Series B Preferred Units do not include any mandatory
redemption or sinking fund provisions.
Holders of the Series B Preferred Units have the right to exchange Series B
Preferred Units for shares of Series B Preferred Shares on a one-for-one basis.
The exchange right is exercisable, in minimum amounts of 500,000 units, at the
option of the holders of the Series B Preferred Units (i) at any time on or
after February 23, 2009, (ii) at any time if full quarterly distributions shall
not have been made for six quarters, whether or not consecutive, or (iii) upon
the occurrence of certain specified events related to the federal income tax
treatment of the Operating Partnership or the Series B Preferred Units for
federal income tax purposes.
On February 23, 1999 the Company filed Articles Supplementary to its
charter classifying and establishing the class of 2,000,000 Series B Preferred
Shares and describing such Series B Preferred Shares and the rights of the
holders thereof. The Company's Board of Directors has reserved such Series B
Preferred Shares for issuance upon exchange of Series B Preferred Units. In
general, the distribution and liquidation preferences and other rights of
holders of Series B Preferred Shares and the Company's right to redeem Series B
Preferred Shares are substantially similar to the related distribution and
liquidation preferences and other rights of holders of Series B Preferred Units
and the Operating Partnership's right to redeem Series B Preferred Units, except
as set forth below.
Neither the Series B Preferred Units nor the Series B Preferred Shares are
convertible into or exchangeable for any other securities, except that (i)
Series B Preferred Units may be exchanged for Series B Preferred Shares as
described above and (ii) Series B Preferred Shares may be exchanged
automatically into shares of Excess Stock in order to ensure that the Company
remains a qualified REIT for federal income tax purposes.
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Except as otherwise required by law, holders of the Series B Preferred
Units have only the following voting rights: so long as any Series B Preferred
Units remain outstanding, the Operating Partnership may not, without the
affirmative vote of the holders of at least two-thirds of the Series B Preferred
Units outstanding, (i) authorize or create, or increase the authorized or issued
amount of, any class or series of Operating Partnership units ranking senior to
the Series B Preferred Units, (ii) authorize or create, or increase the
authorized or issued amount of, any class or series of Operating Partnership
units ranking on parity with the Series B Preferred Units for the purposes of
issuing such units to an affiliate of the Company, unless such units are issued
under terms no more favorable to such affiliate than those that would be offered
in an arm's length transaction to an unrelated party or such units are issued to
the Company, in its capacity as general partner, in connection with the issuance
of a corresponding class or series of preferred stock to parties not affiliated
with the Company, or (iii) either (a) consolidate, merge with or into, or
transfer all or substantially all of its assets to another party, or (b) amend,
alter or repeal provisions of the Operating Partnership's partnership agreement
or the terms of the Series B Preferred Units, in each case in a transaction or
manner that would materially and adversely affect any right, preference,
privilege or voting power of the Series B Preferred Units or holders thereof.
Holders of the Series B Preferred Shares will have the same voting rights
with respect to Series B Preferred Shares as holders of Series B Preferred Units
have with respect to Series B Preferred Units, as well as the following voting
right: whenever dividends on any Series B Preferred Shares shall be in arrears
for six or more quarterly periods, whether or not consecutive, the holders of
the Series B Preferred Shares (voting separately as a class with all other
series of Preferred Shares upon which like voting rights have been conferred and
are exercisable, including the Company's 8.4% Series A Convertible Preferred
Stock) will be entitled to vote for the election of a total of two directors of
the Company until all dividends accumulated on such Series B Shares have been
fully paid or declared and a sum sufficient for the payment thereof set aside
for payment.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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The following exhibits are filed with this report.
NUMBER DESCRIPTION
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4.1 Amendment, dated as of February 23, 1999, to Second Restated
Agreement of Limited Partnership of Bradley Operating Limited
Partnership, designating the 8.875% Series B Cumulative
Redeemable Perpetual Preferred Units (incorporated by reference
to Exhibit 4.1 of the Current Report on Form 8-K filed March 3,
1999 by Bradley Operating Limited Partnership).
4.2 Articles Supplementary Establishing and Fixing the Rights and
Preferences of a Series of Shares of Preferred Stock for the
8.875% Series B Cumulative Redeemable Perpetual Preferred Stock
of Bradley Real Estate, Inc. (incorporated by reference to
Exhibit 4.2 of the Current Report on Form 8-K filed March 3, 1999
by Bradley Operating Limited Partnership)
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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: March 3, 1999 By: /s/ Thomas P. D'Arcy
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Thomas P. D'Arcy
Chairman, President and Chief Executive
Officer
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