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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Bedford Property Investors, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
076446301
(CUSIP Number)
James J. Finnegan, Esq.
Bed Preferred No. 1 Limited Partnership
225 Franklin Street, Suite 2500
Boston, Massachusetts 02110
(617) 261-9000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 21, 1997
--------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
<PAGE> 2
(Continued on following pages) (Page 1 of 16 Pages)
- -------------------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (2-98)
<PAGE> 3
SCHEDULE 13D
- ------------------- ------------------
CUSIP NO. 076446301 Page 2 of 16 Pages
- ------------------- ------------------
- ----------- --------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bed Preferred No. 1 Limited Partnership
- ----------- --------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP* (a)[X]
(b)[ ]
- ----------- --------------------------------------------------------------------
3. SEC USE ONLY
- ----------- --------------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- ----------- --------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
- ----------- --------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------- --------------------------------------------------------------------
7. SHARED VOTING POWER
NUMBER OF None
SHARES ------ ------------------------------------------
BENEFICIALLY 8. SOLE VOTING POWER
OWNED BY 4,276,667 Shares of Common Stock
EACH ------ ------------------------------------------
REPORTING 9. SHARED DISPOSITIVE POWER
PERSON None
WITH ------ ------------------------------------------
10. SOLE DISPOSITIVE POWER
4,276,667
- ----------- --------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,276,667
- ----------- --------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
- ----------- --------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.62%
- ----------- --------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- ----------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
- ------------------- ------------------
CUSIP NO. 076446301 Page 3 of 16 Pages
- ------------------- ------------------
- ----------- --------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bed Preferred No. 2 Limited Partnership
- ----------- --------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP* (a)[X]
(b)[ ]
- ----------- --------------------------------------------------------------------
3. SEC USE ONLY
- ----------- --------------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- ----------- --------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
- ----------- --------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------- --------------------------------------------------------------------
7. SHARED VOTING POWER
NUMBER OF None
SHARES ------ ------------------------------------------
BENEFICIALLY 8. SOLE VOTING POWER
OWNED BY 4,276,667 Shares of Common Stock
EACH ------ ------------------------------------------
REPORTING 9. SHARED DISPOSITIVE POWER
PERSON None
WITH ------ ------------------------------------------
10. SOLE DISPOSITIVE POWER
4,276,667
- ----------- --------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,276,667
- ----------- --------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
- ----------- --------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.62%
- ----------- --------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- ----------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
- ------------------- ------------------
CUSIP NO. 076446301 Page 4 of 16 Pages
- ------------------- ------------------
- ----------- --------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eastrich No. 165 Corporation
- ----------- --------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP* (a)[X]
(b)[ ]
- ----------- --------------------------------------------------------------------
3. SEC USE ONLY
- ----------- --------------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- ----------- --------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
- ----------- --------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------- --------------------------------------------------------------------
7. SHARED VOTING POWER
NUMBER OF None
SHARES ------ ------------------------------------------
BENEFICIALLY 8. SOLE VOTING POWER
OWNED BY 4,276,667 Shares of Common Stock
EACH ------ ------------------------------------------
REPORTING 9. SHARED DISPOSITIVE POWER
PERSON None
WITH ------ ------------------------------------------
10. SOLE DISPOSITIVE POWER
4,276,667 Shares of Common Stock
- ----------- --------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,276,667 Shares of Common Stock
- ----------- --------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
- ----------- --------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.62%
- ----------- --------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- ----------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
SCHEDULE 13D
- ------------------- ------------------
CUSIP NO. 076446301 Page 5 of 16 Pages
- ------------------- ------------------
- ----------- --------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AEW Partners, L.P.
- ----------- --------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP* (a)[X]
(b)[ ]
- ----------- --------------------------------------------------------------------
3. SEC USE ONLY
- ----------- --------------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- ----------- --------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
- ----------- --------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------- --------------------------------------------------------------------
7. SHARED VOTING POWER
None
NUMBER OF ------ ------------------------------------------
SHARES 8. SOLE VOTING POWER
BENEFICIALLY 4,276,667
OWNED BY ------ ------------------------------------------
EACH 9. SHARED DISPOSITIVE POWER
REPORTING None
PERSON ------ ------------------------------------------
WITH 10. SOLE DISPOSITIVE POWER
4,276,667
- ----------- --------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,276,667 Shares of Common Stock
- ----------- --------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- ----------- --------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.62%
- ----------- --------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- ----------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 7
SCHEDULE 13D
- ------------------- ------------------
CUSIP NO. 076446301 Page 6 of 16 Pages
- ------------------- ------------------
- ----------- --------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AEW/L.P.
- ----------- --------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ----------- --------------------------------------------------------------------
3. SEC USE ONLY
- ----------- --------------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- ----------- --------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
- ----------- --------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------- --------------------------------------------------------------------
7. SHARED VOTING POWER
None
NUMBER OF ------ ------------------------------------------
SHARES 8. SOLE VOTING POWER
BENEFICIALLY 4,276,667
OWNED BY ------ ------------------------------------------
EACH 9. SHARED DISPOSITIVE POWER
REPORTING None
PERSON ------ ------------------------------------------
WITH 10. SOLE DISPOSITIVE POWER
4,276,667
- ----------- --------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,276,667 Shares of Common Stock
- ----------- --------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- ----------- --------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.62%
- ----------- --------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- ----------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 8
SCHEDULE 13D
- ------------------- ------------------
CUSIP NO. 076446301 Page 7 of 16 Pages
- ------------------- ------------------
- ----------- --------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AEW, Inc.
- ----------- --------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP* (a)[X]
(b)[ ]
- ----------- --------------------------------------------------------------------
3. SEC USE ONLY
- ----------- --------------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- ----------- --------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
- ----------- --------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- ----------- --------------------------------------------------------------------
7. SHARED VOTING POWER
NUMBER OF None
SHARES ------ ------------------------------------------
BENEFICIALLY 8. SOLE VOTING POWER
OWNED BY 4,276,667
EACH ------ ------------------------------------------
REPORTING 9. SHARED DISPOSITIVE POWER
PERSON None
WITH ------ ------------------------------------------
10. SOLE DISPOSITIVE POWER
4,276,667 Shares of Common Stock
- ----------- --------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,276,667 Shares of Common Stock
- ----------- --------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
- ----------- --------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.62%
- ----------- --------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- ----------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 9
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock (the "Common Stock" or the "Securities") of Bedford Property
Investors, Inc. (the "Issuer"), whose principal executive offices are located at
270 Lafayette Circle, Lafayette, California 94549.
Item 2. Identity and Background.
(a), (b), (c) and (f). Bed Preferred No. 1 Limited Partnership, a
Delaware limited partnership ("Bed Preferred No. 1"), is the record owner of the
Securities that are the subject of this Schedule 13D. Bed Preferred No. 1 was
formed for the purpose of acquiring, holding, disposing of, managing, selling,
exchanging and otherwise dealing in interests in operating companies (including
real estate operating companies) and real estate and other assets. This
statement is being filed by the Reporting Persons (as such term is defined
below) relating to the Securities.
Bed Preferred No. 2 Limited Partnership, a Delaware Limited Partnership
("Bed Preferred No. 2"), is the general partner of Bed Preferred No. 1 and was
formed for, among other things, the purpose of acting as general partner of Bed
Preferred No. 1. Eastrich No. 165 Corporation, a Delaware corporation ("Eastrich
No. 165"), is the general partner of Bed Preferred No. 2 and was formed for,
among other things, the purpose of acting as general partner of Bed Preferred
No. 2. The stockholder of Eastrich No. 165 is AEW Partners, L.P., a Delaware
limited partnership ("AEW Partners"), which was formed for the purpose of
acquiring, holding, disposing of, managing, selling, exchanging and otherwise
dealing in investments and real estate and other assets. The general partner of
AEW Partners is AEW/L.P., a Delaware limited partnership ("AEW/LP"), which was
formed for, among other things, acting as general partner of AEW Partners. The
general partner of AEW/LP is AEW, Inc., a Massachusetts corporation ("AEW
Inc."), which was formed for, among other things, acting as general partner of
AEW/LP. Bed Preferred No. 1, Bed Preferred No. 2, Eastrich No. 165, AEW
Partners, AEW/LP and AEW Inc. are herein referred to as the "Reporting Persons."
The principal office and principal business address of each of the
Reporting Persons is c/o AEW Capital Management, 225 Franklin Street, Boston, MA
02110.
AEW Inc. has no controlling shareholder. The business of AEW Inc. is
managed by its Board of Directors. The name, residence or business address,
principal occupation or employment and citizenship of each of the executive
officers and directors of Eastrich No. 165 and AEW Inc. are set forth on
Schedule A to this Schedule 13D.
(d) and (e). To the Reporting Persons' knowledge, none of the Reporting
Persons nor any of the persons listed on Schedule A to this Schedule 13D, has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment,
Page 8 of 16
<PAGE> 10
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On September 18, 1995, Bed Preferred No. 1 acquired 8,333,334 shares of
the Issuer's Series A Convertible Preferred Stock (the "Series A Preferred
Stock") for cash in the amount of $50,000,000 pursuant to that certain Series A
Convertible Preferred Stock Purchase Agreement dated as of May 18, 1995 by and
among the Issuer, AEW Partners, and Peter B. Bedford (the "Stock Purchase
Agreement"). AEW Partners assigned to Bed Preferred No. 1 its rights under the
Stock Purchase Agreement. Bed Preferred No. 1 used funds invested by its limited
partner in order to purchase the Series A Preferred Stock.
On September 19, 1997, the Series A Preferred Stock owned of record by
Bed Preferred No. 1 became convertible into 4,166,667 shares of the Issuer's
Common Stock in accordance with the terms of the Preferred Stock set forth in
the Issuer's Charter. On October 14, 1997, the Series A Preferred Stock was
converted into 4,166,667 shares of the Issuer's Common Stock. No additional
consideration was required or paid in connection with the conversion of the
Series A Preferred Stock of the Issuer into Common Stock of the Issuer.
Item 4. Purpose of Transaction.
The purpose of the Reporting Persons in purchasing the Series A
Preferred Stock and converting the Series A Preferred Stock into Common Stock
was to acquire an equity interest in the Issuer in pursuit of the investment
objectives of Bed Preferred No. 1. Bed Preferred No. 1 holds the Securities for
investment purposes.
The Reporting Persons intend to review continuously the equity position
of Bed Preferred No. 1 in the Issuer. Depending upon future evaluations of the
business prospects of the Issuer and upon other developments, including, but not
limited to, general economic and business conditions and money market and stock
market conditions, the Reporting Persons may determine from time to time to
increase or decrease the equity interest of Bed Preferred No. 1 in the Issuer by
acquiring additional shares of Common Stock, or by disposing of all or a portion
of the shares of Common Stock.
Except as described in this Schedule 13D, none of the Reporting Persons
has any present plan or proposal which relates to or would result in:
(a) the acquisition of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its
subsidiaries;
Page 9 of 16
<PAGE> 11
(c) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on
the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in the inter-dealer quotation system of a registered
national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"); or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of August 10, 1999, the Reporting Persons beneficially owned an
aggregate of 4,276,667 shares of the Issuer's Common Stock. These shares include
(i) 4,166,667 shares held directly by Bed Preferred No. 1, (ii) 55,000 shares
that may be purchased by Thomas G. Eastman upon the exercise of options, and
(iii) 55,000 shares that may be purchased by Thomas H. Nolan, Jr. upon the
exercise of options (the shares that may be purchased pursuant to options held
by Messrs. Eastman and Nolan are hereinafter referred to as the "Director Option
Shares").
Messrs. Eastman and Nolan were initially designated by Bed Preferred No.
1 to serve on the Board of Directors of the Issuer as the "Series A Directors"
(see discussion in Item 6 below). Although both Mr. Eastman and Mr. Nolan
continue to sit on the Board, neither is considered to be a designee of Bed
Preferred No. 1 since the contractual rights of Bed Preferred No. 1 to designate
two Board members terminated when the Series A Preferred Stock was converted
into the Issuer's Common Stock. Each has, however, assigned to Bed Preferred No.
1 all of his rights to purchase the Director Option Shares. Such assignments are
discussed further in Item 6. Mr. Eastman and Mr. Nolan have each assigned to Bed
Preferred No. 1 options to purchase an additional 10,000 shares of the Issuer's
Common Stock, which options will not be exercisable until November 13, 1999.
Page 10 of 16
<PAGE> 12
To the best knowledge of the Reporting Persons, as of August 10, 1999,
none of the Reporting Persons, nor any officer or director of Eastrich No. 165
Corporation or AEW Inc. beneficially owned any other shares of Common Stock of
the Issuer with the exception of the Director Option Shares.
(b) The Reporting Persons have the sole power to direct the voting and
disposition of the 4,166,677 shares of Common Stock held by it and the 110,000
Director Option Shares.
(c) To the best knowledge of the Reporting Persons, none of the
Reporting Persons nor any officer or director of Eastrich No. 165 Corporation or
AEW Inc. has effected any transactions in the Common Stock during the past 60
days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect
to Securities of the Issuer.
The Issuer is a real estate investment trust and the amount of its
shares that can be owned by a person are limited, pursuant to the Issuer's
Charter, to 5% of the outstanding shares of the Issuer's Capital Stock subject
to adjustment and certain exceptions. The Board of Directors of the Issuer
approved an exception for Bed Preferred No. 1 and has permitted Bed Preferred
No. 1 to own (i) 58% of the lesser of the number or value of the outstanding
shares of the Issuer's Common Stock and (ii) prior to the conversion of the
Series A Preferred Stock into shares of the Issuer's Common stock, 100% of the
outstanding shares of the Series A Preferred Stock, subject to certain
adjustments. Accordingly, if Bed Preferred No. 1 desired to acquire any
additional stock of the Issuer such that its ownership of the Issuer's Common
Stock would exceed 58%, such entity would need to obtain the approval of the
Issuer's Board of Directors.
The Charter of the Issuer gave Bed Preferred No. 1 as the holder of the
Issuer's Series A Preferred Stock the right to elect two members of the Issuer's
Board of Directors. That right terminated at the time of the conversion of the
Series A Preferred Stock into shares of the Issuer's Common Stock.
Thomas G. Eastman and Thomas H. Nolan, Jr. were initially designated by
Bed Preferred No. 1 to serve on the Board of Directors of the Issuer as the
Series A Directors. Messrs. Eastman and Nolan each entered into a Bedford
Directorship Agreement dated as of September 18, 1995 with AEW Partners. Under
the terms of the respective Bedford Directorship Agreements, all options granted
to Messrs. Eastman and Nolan under to Issuer's Director Stock Option Plan, and
the securities of the Issuer underlying the options, are to be held for the
benefit of Bed Preferred No. 1, as the assignee of AEW Partners.
Page 11 of 16
<PAGE> 13
Item 7. Material to be Filed as Exhibits.
(a) Exhibit A -- Series A Convertible Preferred Stock Purchase Agreement
dated as of May 18, 1995 by and among the Issuer, Bed Preferred No. 1 and Peter
B. Bedford.*
(b) Exhibit B -- Amendment No. 1 dated as of September 11, 1995 to the
Series A Convertible Preferred Stock Purchase Agreement.
(c) Exhibit C -- Assignment of Series A Convertible Preferred Stock
Purchase Agreement dated September 18, 1995.*
(d) Exhibit D -- The Charter of the Issuer.**
(e) Exhibit E -- Bedford Directorship Agreement dated as of September
18, 1995 by AEW Partners and Thomas G. Eastman.
(f) Exhibit F -- Bedford Directorship Agreement dated as of September
18, 1995 executed by AEW Partners and Thomas H. Nolan, Jr.
(g) Exhibit G -- Joint Filing Agreement.
*Previously filed by the Issuer with the Securities and Exchange Commission on
August 14, 1995 as Exhibit 10.15 to Form 10-Q, File No. 001--12222, and
incorporated herein by reference.
**Previously filed by the Issuer with the Securities and Exchange Commission on
February 14, 1996 as Exhibit 4.2 to Form S-1, File No. 333-00921, and
incorporated herein by reference.
Page 12 of 16
<PAGE> 14
SIGNATURE
After due inquiry, to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
BED PREFERRED NO. 1 LIMITED PARTNERSHIP,
By: BED PREFERRED NO. 2 LIMITED
PARTNERSHIP, its general partner
By: EASTRICH NO. 165 CORPORATION,
its general partner
By: /s/ JEANNE M. CALDWELL
-----------------------------
Name: Jeanne M. Caldwell
Dated: August 10, 1999 Title: Treasurer
BED PREFERRED NO. 2 LIMITED PARTNERSHIP,
By: EASTRICH NO. 165 CORPORATION,
its general partner
By: /s/ JEANNE M. CALDWELL
---------------------------------
Dated: August 10, 1999 Name: Jeanne M. Caldwell
Title: Treasurer
EASTRICH NO. 165 CORPORATION
By: /s/ JEANNE M. CALDWELL
-------------------------------------
Name: Jeanne M. Caldwell
Dated: August 10, 1999 Title: Treasurer
AEW PARTNERS, L.P.
By: AEW/LP its general partner
By: AEW, Inc., its general partner
By: /s/ JEANNE M. CALDWELL
---------------------------
Dated: August 10, 1999 Name: Jeanne M. Caldwell
Title: Treasurer
[Signatures Continued]
Page 13 of 16
<PAGE> 15
[Signatures Continued] AEW/L.P.
By: AEW, Inc. its general partner
By: /s/ JEANNE M. CALDWELL
---------------------------------
Dated: August 10, 1999 Name: Jeanne M. Caldwell
Title: Treasurer
AEW, INC.
Dated: August 10, 1999 By: /s/ JEANNE M. CALDWELL
-------------------------------------
Name: Jeanne M. Caldwell
Title: Treasurer
Page 14 of 16
<PAGE> 16
EXHIBIT INDEX
Exhibit A -- Series A Convertible Preferred Stock Purchase Agreement dated as
of May 18, 1995 by and among the Issuer, Bed Preferred No. 1 and
Peter B. Bedford.*
Exhibit B -- Amendment No. 1 dated as of September 11, 1995 to the Series A
Convertible Preferred Stock Purchase Agreement.
Exhibit C -- Assignment of Series A Convertible Preferred Stock Purchase
Agreement dated September 18, 1995.
Exhibit D -- The Charter of the Issuer.**
Exhibit E -- Bedford Directorship Agreement dated as of September 18, 1995 by
AEW Partners and Thomas G. Eastman.
Exhibit F -- Bedford Directorship Agreement dated as of September 18, 1995
executed by AEW Partners and Thomas H. Nolan, Jr.
Exhibit G -- Joint Filing Agreement.
*Previously filed by the Issuer with the Securities and Exchange Commission on
August 14, 1995 as Exhibit 10.15 to Form 10-Q, File No. 001--12222, and
incorporated herein by reference.
**Previously filed by the Issuer with the Securities and Exchange Commission on
February 14, 1996 as Exhibit 4.2 to From S-2, File No. 333-00921, and
incorporated herein by reference.
Page 15 of 16
<PAGE> 17
Schedule A
The following is a list of all persons who serve as an officer or
director of Eastrich No. 165 Corporation ("Eastrich No. 165") or AEW, Inc. Each
of such persons is a U.S. citizen.
<TABLE>
<CAPTION>
Name Occupation Business Address
- ---- ---------- ----------------
<S> <C> <C>
Joseph F. Azrack, Investment advisor 225 Franklin Street
President and Director for Boston, Massachusetts 02110
Eastrich No. 165 and
AEW, Inc.
J. Grant Monahon, Attorney 225 Franklin Street
Vice President, Secretary and Boston, Massachusetts 02110
Director for Eastrich No. 165
and AEW, Inc.
Thomas H. Nolan, Jr., Investment Advisor 225 Franklin Street
Vice President and Director for Boston, Massachusetts 02110
Eastrich No. 165 and AEW, Inc.
Thomas G. Eastman, Investment Advisor 31 Milk Street
Director for AEW, Inc. Boston, Massachusetts 02110
Peter C. Aldrich, Investment Manager 31 Milk Street
Director for AEW, Inc. Boston, Massachusetts 02110
James J. Finnegan, Attorney 225 Franklin Street
Vice President for Boston, Massachusetts 02110
Eastrich No. 165 and AEW, Inc.
Marc L. Davidson, Investment Advisor 225 Franklin Street
Vice President for Eastrich No. Boston, Massachusetts 02110
165
Jeanne M. Caldwell, Accountant 225 Franklin Street
Treasurer for Eastrich No. 165 Boston, Massachusetts 02110
and AEW, Inc.
Henry G. Vickers, Investment Manager 225 Franklin Street
Vice President for AEW, Inc. Boston, Massachusetts 02110
</TABLE>
Page 16 of 16
<PAGE> 1
EXHIBIT B
AMENDMENT NO. 1
TO
SERIES A CONVERTIBLE PREFERRED
STOCK PURCHASE AGREEMENT
This Amendment No. 1 (the "Amendment") to the Series A Convertible
Preferred Stock Purchase Agreement (the "Agreement") among AEW Partners, L.P.,
Bedford Property Investors, Inc. and Peter B. Bedford, originally dated as of
May 18, 1995, is entered into this 11th day of September, 1995.
The parties hereto wish to amend the Agreement.
The parties hereto hereby agree as follows:
AGREEMENT
1. The second sentence of Section 4.6 of the Agreement is hereby deleted
in its entirety.
2. Section 6 of the Agreement is hereby amended by adding thereto, as
Section 6.9, the following:
6.9 REIT OWNERSHIP. During the period that AEW or its Preclosing
Affiliate continues to own Shares representing more than 5% of the value
of the outstanding shares of the Company, applying the stock ownership
rules of Code Section 856(h) AEW or its Preclosing Affiliate shall
continue to be treated as a partnership and no partner of AEW or member
of its Preclosing Affiliate (other than AEW) will be treated as the
owner of more than 8.2% of the Outstanding Shares of the Company;
provided, however, that this percentage will be reduced in proportion to
the reduction in the Outstanding Shares resulting from any redemption of
the Shares.
3. Section 10.1 of the Agreement is hereby amended by replacing the date
"September 15, 1995" in each place where it appears with the date "September 30,
1995".
<PAGE> 2
The parties hereto have executed this Amendment as of the date first
written above.
AEW PARTNERS, L.P, a Delaware
limited partnership
By: AEW/L.P., a Delaware limited
partnership
Its: General Partner
By: AEW, INC., a Delaware
corporation
Its: General Partner
By:/s/ Patrick J. Sullivan
-----------------------
Patrick J. Sullivan
Vice President
BEDFORD PROPERTY INVESTORS
By: /s/ Peter B. Bedford
---------------------------------
Peter B. Bedford
Its: Chief Executive Officer
2
<PAGE> 1
EXHIBIT C
ASSIGNMENT OF SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
This Assignment of Series A Convertible Preferred Stock Purchase
Agreement ("Assignment") is made by and between AEW PARTNERS, L.P., a Delaware
limited partnership ("AEW") and BED PREFERRED NO. 1 LIMITED PARTNERSHIP, a
Delaware limited partnership ("Assignee").
Reference is made to that certain Series A Convertible Preferred Stock
Purchase Agreement, dated as of May 18th, 1995, by and between AEW, BEDFORD
PROPERTY INVESTORS, INC. a Maryland corporation (the "Company"), and PETER B.
BEDFORD, as heretofore amended (as amended, the "Agreement"). All capitalized
terms referred to herein but not otherwise defined shall have the meanings given
to them in the Agreement.
FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby
acknowledged, AEW hereby assigns to Assignee all of AEW's right, title, interest
and claim in and to the Agreement. Assignee hereby assumes all of AEW's
covenants, liabilities and obligations under the Agreement.
In connection with this Assignment and as required by Section 11.4 of
the Agreement as a condition to the release of AEW of all liabilities and
obligations under the Agreement, Assignee does hereby make, in it's own name and
on its own behalf, all of the representation and warranties made by AEW under
Section 4 of the Agreement with the exception of that portion of the
representation and warranty set forth in section 4.5(c) of the Agreement to the
effect that the purchasing entity was not formed or capitalized for the purpose
of investing in the Shares. Notwithstanding the foregoing, AEW hereby agrees
that the representations made by it in Section 4.5(c) of the Agreement are true
and correct as of the date hereof, and that the release provided for in the
foregoing sentence shall not apply with respect to such representation.
This Assignment shall be binding on and inure to the benefit of the
parties hereto, their respective heirs, executors, administrators,
successors-in-interest and assigns.
<PAGE> 2
This Assignment shall be deemed to be made and effective upon the
Closing Date. Prior to such Closing Date, this Assignment shall be of no force
or effect.
DATE: September 18, 1995
AEW: AEW PARTNERS L.P., A DELAWARE LIMITED PARTNERSHIP
By: AEW/L.P., a Delaware limited partnership,
its General Partner
By: AEW, Inc., a Delaware corporation, its
General Partner
By: /s/ Joseph F. Azrack
------------------------------------
Name: Joseph F. Azrack
------------------------------------
Its: President
------------------------------------
ASSIGNEE: BED PREFERRED NO. 1 LIMITED PARTNERSHIP, A DELAWARE
LIMITED PARTNERSHIP
By: Bed Preferred No. 2 Limited Partnership, a
Delaware limited partnership, its General
Partner
By: Eastrich No. 165 Corporation, a
Delaware corporation,
its General Partner
By: /s/ Joseph F. Azrack
------------------------------------
Name: Joseph F. Azrack
------------------------------------
Its: President
------------------------------------
2
<PAGE> 1
EXHIBIT E
BEDFORD DIRECTORSHIP AGREEMENT
THIS BEDFORD DIRECTORSHIP AGREEMENT (the "Agreement") is made and
entered into as of this 18th day of September, 1995 by and between Thomas G.
Eastman (the "Director") and AEW Partners, L.P. ("AEW").
R E C I T A L S
a. AEW has executed a Series A Preferred Stock Purchase Agreement with
Bedford Properties, Inc. ("Bedford") pursuant to which AEW will acquire
8,333,334 shares of Series A Preferred Stock of Bedford.
b. In turn, the shares of Series A Preferred Stock of Bedford will allow
AEW to appoint two directors to the Bedford Board of Directors.
c. The Director has been appointed by AEW to serve as a Director of
Bedford and has agreed to do so, subject to the terms and conditions of this
Agreement.
THE PARTIES AGREE AS FOLLOWS:
1. Bedford Stock Options. Pursuant to the terms of the Bedford
Nonemployee Director Stock Option Plan, the Director will receive options to
purchase 50,000 shares of Common Stock of Bedford (the "Options"). The parties
agree that to the extent permitted by applicable law, the Options and the Shares
underlying the Options (the "Shares") will be held for the benefit of AEW. Upon
written request by AEW, the Director shall exercise the Options and transfer the
underlying Shares to AEW. AEW shall provide the Director with all necessary
consideration required to exercise the Options.
<PAGE> 2
2. Tax Indemnification; Indemnification For Breach. AEW hereby
indemnifies and holds Director harmless from and against any federal or state
tax liability which Director or his legal representatives may now, or hereafter,
be held liable for, or be claimed to be liable for, in any way relating to (i)
Director receiving or holding the Options, (ii) Director holding the Shares
after exercise, or (iii) Director's transfer of the Shares to AEW, including,
without limitation, any legal or other costs incurred by Director in connection
with any claim made by federal or state tax authorities relating to any such tax
liability or claim of tax liability. For this purpose, a tax liability shall
include taxes and interest and penalties related thereto. The parties recognize
the possibility that payments made by AEW to Director hereunder may themselves
be subject to tax and intend this indemnification to apply also to any such
payment with the objective that Director shall receive sufficient payments from
AEW to cover fully Director's net tax liability on all payments so received
(after giving effect to any refunds of tax or interest), and any costs,
including without limitation, legal costs associated with any claim of tax
liability, and that Director shall not incur any out-of-pocket expense after
receipt of AEW's full indemnification.
AEW hereby also indemnifies and holds Director harmless from and against
any claims, suits, actions, judgments, damages, or other liability now or
hereafter incurred by Director or his representatives as a result of any direct
or indirect claim by Bedford or any representative thereof, that Director's
holding of the Options and the Shares for the
2
<PAGE> 3
benefit of AEW was in breach or violation of the Stock Option Agreement under
which the Options were provided to Director.
3. Payments.
All payments pursuant to this Agreement shall be made within 10 days of
AEW's receipt of a written notice from Director indicating the reasonable basis
for an indemnification payment such as a notice of deficiency or an opinion of
counsel to the effect that income related to the Options or the Shares should be
included in Director's tax return. In case of any "gross-up" payment as to which
the amount of the tax liability cannot then be reasonably determined, Director
shall receive additional indemnification at the time of the "gross-up" payment
on the assumption that Director is subject to the highest rate of federal and
state taxation. Any such payment shall be subject to adjustment when its amount
is determined as by the filing of a return.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
AEW PARTNERS, L.P.
By: AEW/L.P., its General Partner
/s/ Thomas G. Eastman By: AEW, Inc., its General Partner
- ----------------------------------
Thomas G. Eastman
Director By /s/ J. Grant Monahan
-------------------------
J. Grant Monahan
Vice President
2
<PAGE> 1
EXHIBIT F
BEDFORD DIRECTORSHIP AGREEMENT
THIS BEDFORD DIRECTORSHIP AGREEMENT (the "Agreement") is made and
entered into as of this 18th day of September, 1995 by and between Thomas H.
Nolan (the "Director") and AEW Partners, L.P. ("AEW").
R E C I T A L S
a. AEW has executed a Series A Preferred Stock Purchase Agreement with
Bedford Properties, Inc. ("Bedford") pursuant to which AEW will acquire
8,333,334 shares of Series A Preferred Stock of Bedford.
b. In turn, the shares of Series A Preferred Stock of Bedford will allow
AEW to appoint two directors to the Bedford Board of Directors.
c. The Director has been appointed by AEW to serve as a Director of
Bedford and has agreed to do so, subject to the terms and conditions of this
Agreement.
THE PARTIES AGREE AS FOLLOWS:
1. Bedford Stock Options. Pursuant to the terms of the Bedford
Nonemployee Director Stock Option Plan, the Director will receive options to
purchase 50,000 shares of Common Stock of Bedford (the "Options"). The parties
agree that to the extent permitted by applicable law, the Options and the Shares
underlying the Options (the "Shares") will be held for the benefit of AEW. Upon
written request by AEW, the Director shall exercise the Options and transfer the
underlying Shares to AEW.
AEW shall provide the Director with all necessary consideration required
to exercise the Options.
<PAGE> 2
2. Tax Indemnification; Indemnification For Breach. AEW hereby
indemnifies and holds Director harmless from and against any federal or state
tax liability which Director or his legal representatives may now, or hereafter,
be held liable for, or be claimed to be liable for, in any way relating to (i)
Director receiving or holding the Options, (ii) Director holding the Shares
after exercise, or (iii) Director's transfer of the Shares to AEW, including,
without limitation, any legal or other costs incurred by Director in connection
with any claim made by federal or state tax authorities relating to any such tax
liability or claim of tax liability. For this purpose, a tax liability shall
include taxes and interest and penalties related thereto. The parties recognize
the possibility that payments made by AEW to Director hereunder may themselves
be subject to tax and intend this indemnification to apply also to any such
payment with the objective that Director shall receive sufficient payments from
AEW to cover fully Director's net tax liability on all payments so received
(after giving effect to any refunds of tax or interest), and any costs,
including without limitation, legal costs associated with any claim of tax
liability, and that Director shall not incur any out-of-pocket expense after
receipt of AEW's full indemnification.
AEW hereby also indemnifies and holds Director harmless from and against
any claims, suits, actions, judgments, damages, or other liability now or
hereafter incurred by Director or his representatives as a result of any direct
or indirect claim by Bedford or any representative thereof, that Director's
holding of the Options and the Shares for the
2
<PAGE> 3
benefit of AEW was in breach or violation of the Stock Option Agreement under
which the Options were provided to Director.
3. Payments.
All payments pursuant to this Agreement shall be made within 10 days of
AEW's receipt of a written notice from Director indicating the reasonable basis
for an indemnification payment such as a notice of deficiency or an opinion of
counsel to the effect that income related to the Options or the Shares should be
included in Director's tax return. In case of any "gross-up" payment as to which
the amount of the tax liability cannot then be reasonably determined, Director
shall receive additional indemnification at the time of the "gross-up" payment
on the assumption that Director is subject to the highest rate of federal and
state taxation. Any such payment shall be subject to adjustment when its amount
is determined as by the filing of a return.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
AEW PARTNERS, L.P.
By: AEW/L.P., its General Partner
/s/ Thomas H. Nolan By: AEW, Inc., its General Partner
- ----------------------------------
Thomas H. Nolan
Director By /s/ J. Grant Monahan
----------------------------
J. Grant Monahan
Vice President
3
<PAGE> 1
EXHIBIT G
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each of
them of a statement on Schedule 13D (including amendments thereto) with respect
to the Common Stock of Bedford Property Investors, Inc. and further agree that
this agreement be included as an exhibit to such filing. Each party to the
agreement expressly authorizes each other party to file on its behalf any and
all amendments to such statement. Each party to this agreement agrees that this
joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Joint Filing
Agreement to be executed on their behalf as of August 10, 1999.
SIGNATURE
After due inquiry, to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
BED PREFERRED NO. 1 LIMITED PARTNERSHIP,
By: BED PREFERRED NO. 2 LIMITED
PARTNERSHIP, its general partner
By: EASTRICH NO. 165 CORPORATION,
its general partner
By: /s/ JEANNE M. CALDWELL
---------------------------------
Name: Jeanne M. Caldwell
Dated: August 10, 1999 Title: Treasurer
BED PREFERRED NO. 2 LIMITED PARTNERSHIP,
By: EASTRICH NO. 165 CORPORATION,
its general partner
By: /s/ JEANNE M. CALDWELL
---------------------------------
Dated: August 10, 1999 Name: Jeanne M. Caldwell
Title: Treasurer
[Signatures Continued]
<PAGE> 2
EASTRICH NO. 165 CORPORATION
[Signatures Continued]
By: /s/ JEANNE M. CALDWELL
---------------------------------
Dated: August 10, 1999 Name: Jeanne M. Caldwell
Title: Treasurer
AEW PARTNERS, L.P.
By: AEW/LP its general partner
By: AEW, Inc., its general partner
By: /s/ JEANNE M. CALDWELL
---------------------------
Dated: August 10, 1999 Name: Jeanne M. Caldwell
Title: Treasurer
AEW/L.P.
By: AEW, Inc. its general partner
By: /s/ JEANNE M. CALDWELL
------------------------------
Dated: August 10, 1999 Name: Jeanne M. Caldwell
Title: Treasurer
AEW, INC.
Dated: August 10, 1999 By: /s/ JEANNE M. CALDWELL
---------------------------------
Name: Jeanne M. Caldwell
Title: Treasurer
