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SCHEDULE 14A
(Rule 14a - 101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
Commission Only (as permitted
[_] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a - 12
Bradley Real Estate, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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BRADLEY REAL ESTATE SIGNS DEFINITIVE MERGER AGREEMENT
WITH HERITAGE PROPERTY INVESTMENT TRUST;
BRADLEY SHAREOWNERS TO RECEIVE
$22 PER SHARE CASH IN TRANSACTION
NORTHBROOK, ILL., MAY 15, 2000--BRADLEY REAL ESTATE, INC. (NYSE: BTR) announced
today that it has executed a definitive merger agreement pursuant to which
Bradley will merge into Heritage Property Investment Trust, Inc., a private real
estate investment trust headquartered in Boston, Massachusetts.
Under the terms of the agreement, the shareowners of Bradley Common Stock will
receive $22.00 per share cash for all outstanding shares of Bradley. Each of
the limited partners of Bradley Operating Limited Partnership will be offered
the opportunity to receive the same cash consideration as the common
stockholders, or $22.00 per unit, in exchange for their limited partnership
interest. The holders of Bradley 8.4% Series A Convertible Preferred Stock will
receive approximately $22.45815 per share cash for all outstanding shares in
accordance with their terms, based on the conversion ratio into Common Stock of
approximately 1.0208. Following the merger, Bradley Operating Limited
Partnership's $275 million in outstanding Unsecured Notes, 8.875% Series B
Cumulative Redeemable Perpetual Preferred Units and 8.875% Series C Cumulative
Redeemable Perpetual Preferred Units will remain outstanding.
Prudential Real Estate Investors (PREI) and Prudential Mortgage Capital Company
(PMCC) have provided equity and debt financing commitments to Heritage for the
transaction. PMCC is the commercial mortgage arm of The Prudential Insurance
Company of America, while PREI acts as Prudential's global real estate money
management and advisory.
Under the terms of the transaction, key managers and operating personnel at
Bradley are expected to be part of the merged entity. The existing Heritage
Board will constitute the Board of Directors of the merged entity. Thomas
D'Arcy, Bradley's Chairman and CEO will resign effective upon the closing of the
transaction.
The merger agreement has been unanimously approved by the boards of directors of
both Bradley and Heritage. The merger is subject to customary closing
conditions, including approval by the shareowners of Bradley Real Estate. It is
anticipated that the transaction will be closed in the third quarter of 2000.
Thomas P. D'Arcy, chairman and chief executive officer of Bradley stated "We are
very pleased to announce our definitive agreement to merge into Heritage. Our
shareholders will receive a strong premium to Bradley's historical trading
price, and our tenants, employees and other capital providers will benefit from
the strengths of a newly expanded Heritage, which will be one of the largest
owners of neighborhood and community shopping centers. This transaction is the
result of the ongoing efforts by the Board and management to realize and
maximize value for the
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BRADLEY REAL ESTATE, INC.
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shareowners of the company. Given the continued gap between our perceived
value of the company and our share price, the continued high cost of capital for
REITs, and the Company's relatively small size versus the REIT universe as a
whole, we believe that the return of shareowners capital at a strong premium to
the historical trading price and at an opportune point in the real estate cycle
represents a very favorable transaction for our owners."
Thomas Prendergast, chairman and chief executive officer of Heritage, "We are
very excited about this transaction since it provides enormous benefits to our
company's long-term strategic direction. In Bradley, not only are we acquiring
a high quality portfolio of properties, but we will also receive the benefit of
a very strong corporate infrastructure with talented personnel operating at all
levels. Additionally, we share Bradley's philosophy and commitment to running a
conservatively financed company, which is responsive to all constituents and
believe that the combined company's size, tenant and geographic diversity,
institutional sponsorship and strong capitalization will allow us to reap
enormous benefits for all our investors."
Upon consummation of the transaction, Heritage will be one of the largest owners
of neighborhood and community centers in the country, owning 151 properties in
27 states aggregating approximately 23.6 million square feet. Heritage is a
private REIT whose major investors include the New England Teamsters Trucking
Industry Pension Fund and The Prudential Insurance Company of America.
Bradley Real Estate is the nation's oldest real estate investment trust and a
leading owner and operator of neighborhood and community shopping centers
located in the Midwest region of the United States. The company owns 96
shopping centers located in 15 states aggregating 15 million square feet of
rentable space. The Company has paid 155 consecutive quarterly dividends to its
shareowners.
The preceding information may contain forward-looking statements concerning the
Company's plans, objectives and expectations, including statements concerning
the possible outcome of such transaction, the impact of the transaction on the
Company or the price of its stock and the anticipated timing of closing.
Reference is made to the discussions under the captions "Risk Factors" in the
Company's 1999 Form 10-K report which includes a discussion of certain factors
that could cause actual results to differ materially from those in forward-
looking statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Bradley Real Estate, Inc. plans to mail a proxy statement to its
stockholders containing information about the merger. Investors and
securityholders of Bradley Real Estate, Inc. are advised to read the proxy
statement carefully when it becomes available because it will contain important
information about Heritage, the merger , the persons soliciting proxies related
to the merger, their interest in the merger, and related matters. Investors and
securityholders may obtain free copies of the proxy statement (when available)
and other documents filed by Bradley
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BRADLEY REAL ESTATE, INC.
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at the Securities and Exchange Commission's
website at http://www.sec.gov. Free copies of the proxy statement will also be
available from Bradley by directing such requests to the attention of Ms.
Marianne Dunn, Bradley Real Estate, Inc., 40 Skokie Boulevard, Suite 600,
Northbrook, Illinois 60602, telephone (847) 272-9800.
INFORMATION CONCERNING PARTICIPANTS
Bradley, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from Bradley stockholders in
favor of the merger. As of the date of this communication, the officers and
directors of Bradley each beneficially owned less than 1% of the outstanding
common stock of Bradley, other than Joseph E. Hakim who beneficially owns
approximately 1.4%.
TO RECEIVE ADDITIONAL INFORMATION ON BRADLEY REAL ESTATE FREE OF CHARGE VIA FAX,
DIAL 1-800-PRO-INFO AND ENTER "BTR" OR VISIT THE COMPANY'S WEBSITE AT
WWW.BRADLEYREALESTATE.COM
