SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 11, 1994
BEDFORD PROPERTY INVESTORS, INC.
(Exact name of Registrant as specified in its charter)
Maryland 1-
8822
68-0306514
(State or other (Commission
(I.R.S. Employer
jurisdiction of File Number)
Identification No.)
incorporation)
3658 Mt. Diablo Blvd., Suite 210, Lafayette, California
94549
(Address of principal executive officer)
(Zip Code)
Registrant telephone number, including area code:
(510) 283-8910
The undersigned Registrant hereby amends and supplements its
Report on Form 8-K, dated August 10, 1994, by adding the
following thereto:
Item 2. Acquisition or Disposition of Assets
The acquisition of the Milpitas Town Center (the "Property") was
closed on August 11, 1994. Therefore, the date of earliest event
report on this Form 8-K/A was changed to August 11, 1994 from
August 10, 1994, as it was reported on the previously filed Form
8-K.
The Property had Phase I environmental site assessments conducted
(which involve inspection without soil sampling or groundwater
analysis) by independent environmental consultants and has been
inspected for hazardous materials as part of the Company's
acquisition inspections. The Phase I assessment indicates that
the groundwater under the Property either has been or may in the
future be impacted by the migration of contaminants originating
from an off-site source. According to information available to
the Company, the responsible party for this off-site source has
been identified and has begun remediation pursuant to a clean-up
program mandated by a California environmental authority. This
clean-up program is backed by an insurance policy from CIGNA up
to $10 million. The Company does not believe that this
environmental matter will impair the future value of the Property
in any significant respect, or that the Company will be required
to fund any portion of the cost of remediation, although there
can be no assurance in this regard.
Item 7. Financial Statement and Exhibits is supplemented by the
following:
Historical Summary of Gross Income and Direct Operating
Expenses for the Year Ended December 31, 1993 (see
attachment)
Proforma Financial Information (see below)
Proforma Financial Information
In lieu of proforma financial statements, the following
narrative describes the proforma financial statement effects
resulting from the Registrant's acquisition of the Property.
Had this transaction taken place as of June 30 1994,
certain proforma effects would have been reflected in the
balance sheet of the Registrant as of June 30, 1994. Real
estate investments would have been increased in the amount
of $6,440,000, other assets would have been decreased in the
amount of $118,000, bank loans payable would have been
increased in the amount of $5,670,000, acquisitions payable
would have been increased in the amount of $600,000, and
other liabilities would have been increased in the amount of
$52,000.
Had this transaction taken place as of January 1, 1993,
certain proforma effects would have been reflected in the
statement of operations of the Registrant for the year ended
December 31, 1993. Rental income would have been increased
in the amount of $922,000; depreciation expense would have
been increased in the amount of $100,000; and operating
expenses would have been increased in the amount of
$307,000. Net income reported for that period would have
been increased by $515,000. Net income per share for 1993
of $0.53 would have increased to $0.61 based on 5,975,900
weighted average number of common shares.
Had this transaction taken place as of January 1, 1994,
certain proforma effects would have been reflected in the
statement of operations of the Registrant for the six months
ended June 30, 1994. Rental income would have been
increased in the amount of $499,000; depreciation expense
would have been increased in the amount of $50,000; and
operating expenses would have been increased in the amount
of $92,000. Net income reported for that period would have
been increased by $357,000. Net income per share for the
six-month period ended June 30, 1994 of $0.35 would have
increased to $0.41 based on 6,140,557 weighted average
number of common and common equivalent shares.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to the report
to be signed on its behalf by the undersigned, thereto duly
authorized.
BEDFORD PROPERTY INVESTORS, INC.
/s/___JAY
SPANGENBERG________________
Jay Spangenberg
Chief Financial Officer
Date:___10/6/94____________________
Milpitas Town Center
HISTORICAL SUMMARY OF GROSS INCOME AND
DIRECT OPERATING EXPENSES
Year Ended December 31, 1993
CONTENTS
Independent Auditors' Report 1
Historical Summary of Gross Income 2
and Direct Operating Expenses
Notes to Historical Summary of Gross Income
and Direct Operating Expenses 2-3
Independent Auditors' Report
The Board of Directors
Bedford Property Investors, Inc.:
We have audited the accompanying Historical Summary of Gross
Income and Direct Operating Expenses (the Summary) of Milpitas
Town Center (the Property) for the year ended December 31, 1993.
The Summary is the responsibility of management. Our
responsibility is to express an opinion on the Summary based on
our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the Summary is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the Summary. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall Summary
presentation. We believe that our audit provides a reasonable
basis for our opinion.
The accompanying Summary was prepared for the purpose of
complying with the rules and regulations of the Securities and
Exchange Commission (for inclusion in the Current Report on Form
8-K of Bedford Property Investors, Inc.) and excludes certain
expenses, described in note A, that would not be comparable to
those resulting from the proposed future operations of the
Property.
In our opinion, the Summary referred to above presents fairly, in
all material respects, the gross income and direct operating
expenses, exclusive of expenses described in note A, of Milpitas
Town Center for the year ended December 31, 1993, in conformity
with generally accepted accounting principles.
San Francisco, California KPMG Peat Marwick LLP
August 17, 1994
1
Milpitas Town Center
Historical Summary of Gross Income
and Direct Operating Expenses
Year Ended December 31, 1993
Revenues:
Rental income $751,482
Common area reimbursement 170,408
Other
317
922,207
Operating expenses:
Real property tax 73,031
Repairs and maintenance 48,839
Utilities 26,934
Insurance 12,260
Administrative 119,912
Other
25,955
306,931
Operating Income Before Depreciation
$615,276
Notes to Historical Summary of Gross Income and Direct Operating
Expenses
A. Property and Basis of Accounting
The Historical Summary of Gross Income and Direct Operating
Expenses has been prepared in accordance with Rule 3-14 of
Regulation S-X of the Securities and Exchange Commission and
relates to the operations of Milpitas Town Center, a suburban
industrial complex located in Milpitas, California, with
approximately 103,000 rentable square feet.
In accordance with Rule 3-14, direct operating expenses are
presented exclusive of depreciation, interest, management fees
and income taxes as these expenses would not be comparable to
the proposed future operations of the property.
The acquisition of the property may result in a new valuation
for purposes of determining future property tax assessments.
Rental income is recognized on a straight line basis over the
terms of the related leases. For 1993, the aggregate rental
income exceeded contractual rentals by $109,644.
2
B. Estimated Taxable Operating Results and Cash to be Made
Available by Operations (unaudited)
Pro forma cash available from operations and proforma taxable
income for 1993 are shown below. Pro forma taxable operating
results are derived by deducting depreciation; however, as a
Real Estate Investment Trust (REIT), Bedford Property
Investors, Inc. is not subject to federal income tax if it
qualifies under the Internal Revenue Code ("Code") REIT
provisions. That is, Bedford Property Investors, Inc. is not
subject to federal income tax if it distributes 95% of its
taxable income and otherwise complies with the provisions of
the Code. Bedford Property Investors, Inc. intends to make
distributions in order to maintain its REIT status. These
dividends paid to the REIT shareholders are taxable to the
shareholders upon distribution.
Revenues $812,563
Operating expenses 306,931
Cash available from operations 505,632
Depreciation expense 115,591
Taxable Income $390,041
3
