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 (Date of earliest event reported): March 27, 1996
BEDFORD PROPERTY INVESTORS, INC.
(Exact name of Registrant as specified in its charter)
Maryland 1-12222 68-0306514
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
270 Lafayette Circle, Lafayette, California 94549
(Address of principal executive offices)
Registrant telephone number, including area code: (510) 283-8910
Item 5. Other Events
On March 27, 1996, Bedford Property Investors, Inc. (the
Company) acquired Laguna Hills Square, a three-building, 48,912 square
foot office complex located in Laguna Hills, California, from Penn
Mutual Life Insurance Company. On April 15, 1996, the Company
acquired Westech Business Center, a five-building, 143,950 square foot
service industrial project located in Phoenix, Arizona, from Western
Rim Investors. On May 3, 1996, the Company acquired 100 View Street,
a two-story, 42,141 square foot office building located in Mountain
View, California, from Woodland Hills Properties-W, Inc. On May 30,
1996, the Company acquired Fourier Avenue, a two-building, 104,000
square foot research and development/office complex located in
Fremont, California, from the Mutual Life Insurance Company of New
York. On June 5, 1996, the Company acquired a 4.8 acre parcel of land
in Lenexa, Kansas, from Glenn and Cathy Zumbehl. The Company plans to
construct a 68,000 square foot building on the site. On July 9, 1996,
the Company acquired Lundy Avenue, a 60,248 square foot research and
development building located in San Jose, California, from The
Equitable Life Assurance Society of the United States. On July 31,
1996, the Company acquired a six acre parcel of land located in
Phoenix, Arizona, from Collin Equities, Inc. The Company plans to
construct two buildings on the site totalling 81,000 square feet to
complement Westech Business Center. On September 5, 1996, the Company
acquired Kenyon Center, 115 Mason Circle, and 47600 Westinghouse
Drive. Kenyon Center, a four-story, 98,840 square foot suburban
office building located in Bellevue, Washington, was purchased from
Kenyon Center Investment Company. 115 Mason Circle, a 35,000 square
foot warehouse located in Concord, California, was purchased from AB
REO IV, LLC. 47600 Westinghouse Drive, a 24,030 square foot research
and development building located in Fremont, California, was purchased
from Mutual Life Insurance Company of New York. On September 19,
1996, the Company acquired 860-870 Napa Valley Corporate Way, a 67,775
square foot service center/office complex located in Napa, California,
from AB REO V, LLC. On October 7, 1996, the Company acquired Carroll
Tech Center, a three-building, 88,829 square foot research and
development complex located in San Diego, California, from Bay 511
Corporation. On October 15, 1996, the Company acquired 47633
Westinghouse Drive and Westinghouse land. 47633 Westinghouse Drive, a
50,088 square foot research and development building located in
Fremont, California, and the Westinghouse land, 4.48 acres of vacant
land adjacent to the building, were purchased from Gemini Japan Co.,
Inc. On October 17, 1996, the Company acquired Vista Building 1 and
2, which consists of a two-building, 90,058 square foot industrial
complex located in Vista, California, from Mitsui Fudosan (U.S.A.),
Inc.
The acquisitions were financed with borrowings from the
Company's credit facility with Bank of America, except for the
purchase of Westech Business Center and Lenexa land. The acquisition
of Westech Business Center was financed with proceeds from the common
stock offering which was completed on April 24, 1996. The purchase
price of Lenexa land consists of $75,000 cash and a non-interest
bearing note of $433,000 due and payable in December 1997.
The following table sets forth the Company's real estate acquisitions
during 1996 through November 26, 1996 (in thousands):
1995 Operating Income
Acquisition Gross Operating Operating
Property Costs Income Expenses Income
Kenyon Center $12,345 $1,101 $ - $1,101
Fourier Avenue 9,138 - 231 (231)
Westech Business Center 7,952 1,177 309 868
Carroll Tech Center 7,151 1,114 183 931
Laguna Hills Square 6,094 1,116 362 754
Vista Buildings 1 and 2 5,179 491 101 390
860-870 Napa Valley
Corporate Way 4,448 399 272 127
47633 Westinghouse Drive 4,290 629 145 484
Lundy Avenue 4,239 494 166 328
100 View Street 4,164 640 377 263
Westinghouse Land 1,624 - 15 (15)
115 Mason Circle 1,552 201 70 131
47600 Westinghouse Drive 1,423 174 68 106
Phoenix land 1,033 - 11 (11)
Lenexa land 519 - 6 (6)
Property operating information for all properties with acquisition
costs in excess of $6,000,000 (4.5% of total assets at December 31,
1995) is included in the Combined Historical Summary of Gross Income
and Direct Operating Expenses for the year ended December 31, 1995
presented under Item 7.
Item 7, Financial Statement and Exhibits
(a) Financial Statements
The combined Historical Summary of Gross Income and Direct
Operating Expenses of Laguna Hills Square, Westech Business
Center, Fourier Avenue, Kenyon Center and Carroll Tech
Center for the year ended December 31, 1995 (see Attachment
A).
(b) Pro Forma Financial Information
The pro forma consolidated balance sheet as of September
30, 1996 and pro forma consolidated income statements for
nine months ended September 30, 1996 and for the year ended
December 31, 1995, showing the effect resulting from the
acquisition of: 350 East Plumeria Drive, Lackman Business
Center, Ninety-Ninth Street #1, Ninety-Ninth Street #2,
6600 College Boulevard, 3002 Dow Business Center, the
Landsing Pacific Portfolio, Laguna Hills Square, Westech
Business Center, 100 View Street, Fourier Avenue, Lenexa
land, Lundy Avenue, Phoenix land, Kenyon Center, 115 Mason
Circle, 47600 Westinghouse Drive, Napa Valley Corporate
Way, Carroll Tech Center, 47633 Westinghouse Drive,
Westinghouse land and Vista Buildings 1 and 2 and the
disposition of Cody Street Park and IBM Building were
incorporated under "Item 5. Other Information" of the
Company's Form 10-Q for the quarter ended September 30,
1996, which was filed on November 13, 1996.
(c) Exhibits
Exhibit 23.1 consent of KPMG Peat Marwick LLP
SIGNATURE
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.
BEDFORD PROPERTY INVESTORS, INC.
By: /s/ Donald A. Lorenz
Donald A. Lorenz
Executive Vice President and
Chief Financial Officer
Date: November 26, 1996<PAGE>
Attachment A
Laguna Hills Square, Westech Business Center, Fourier Avenue,
Kenyon Center and Carroll Tech Center
COMBINED HISTORICAL SUMMARY OF GROSS INCOME AND
DIRECT OPERATING EXPENSES
Year Ended December 31, 1995
CONTENTS
Independent Auditors' Report 1
Combined Historical Summary of Gross
Income and Direct Operating Expenses 2
Notes to Combined Historical Summary of
Gross Income and Direct Operating Expenses 2-3
<PAGE>
Independent Auditors' Report
The Board of Directors
Bedford Property Investors, Inc:
We have audited the accompanying combined historical summary of gross
income and direct operating expenses (the Summary) of Laguna Hills
Square, Westech Business Center, Fourier Avenue, Kenyon Center and
Carroll Tech Center (the Properties) for the year ended December 31,
1995. 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 to comply with the rules and
regulations of the Securities and Exchange Commission and excludes
certain expenses as described in note A and is not intended to be a
complete presentation of the Properties' revenues and expenses.
In our opinion, the Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses,
exclusive of the expenses described in note A, of the Properties for
the year ended December 31, 1995, in conformity with generally
accepted accounting principles.
KPMG Peat Marwick LLP
San Francisco, California
November 21, 1996
<PAGE>
Laguna Hills Square, Westech Business Center, Fourier Avenue,
Kenyon Center and Carroll Tech Center
Combined Historical Summary of Gross Income
and Direct Operating Expenses
Year Ended December 31, 1995
Gross income:
Rental income $4,093,183
Common area reimbursement 268,891
Other 145,613
4,507,687
Direct operating expenses:
Real property tax 307,856
Repairs and maintenance 337,908
Utilities 222,361
Insurance 68,631
Administrative 56,372
Miscellaneous 91,805
1,084,933
Operating income $3,422,754
Notes to Combined Historical Summary of Gross Income and Direct
Operating Expenses
A. Property and Basis of Accounting
The Combined 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 Laguna Hills Square, Westech Business
Center, Fourier Avenue, Kenyon Center and Carroll Tech Center (the
Properties).
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 Properties may result in new valuations for
purposes of determining future property tax assessments.
Rental income of the Properties is recognized on a straight line
basis over the term of the related leases. For 1995, aggregate
rental income exceeded contractual rentals by $120,650.
B. Leases
Minimum future rental receipts of the Properties as of December
31, 1995 are as follows (in thousands):
1996 $ 3,986
1997 3,420
1998 2,790
1999 1,978
2000 1,003
2001 and thereafter 925
$14,102
The minimum future rental receipts shown above do not include
tenants obligations for reimbursement of operating expenses,
insurance and real estate taxes.
C. Estimated Taxable Operating Results and Cash to be Made Available
by Operations (unaudited)
Pro forma cash available from operations and pro forma taxable
income for 1995 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. Bedford Property
Investors, Inc. intends to pay dividends in amounts that exceed
95% of taxable income requirements. Dividends paid to the REIT
shareholders are classified as return of capital, dividend income
or capital gains.
Revenues (1) $4,387,037
Operating expenses 1,084,933
Cash available from
operations 3,302,104
Depreciation expense 698,611
Taxable income $2,603,493
(1) Excludes $120,650 which represents the excess of aggregate rental
income on a straight-line basis over contractual rents.
Exhibit 23.1
Consent of Independent Certified Public Accountants
The Board of Directors
Bedford Property Investors, Inc.:
We consent to the incorporation by reference in the registration
statement (No. 333-xxxxx) on Form S-3 of Bedford Property Investors,
Inc. of our report dated November 21, 1996 relating to the combined
historical summary of gross income and direct operating expenses of
Laguna Hills Square, Westech Business Center, Fourier Avenue, Kenyon
Center and Carroll Tech Center for the year ended December 31, 1995.
KPMG Peat Marwick LLP
San Francisco, California
November 27, 1996
