As filed with the Securities and Exchange Commission on January 15, 1999
Registration No. 333-_______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
Bedford Property Investors, Inc.
(Exact name of Registrant as specified in its charter)
Maryland 68-0306514
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
270 Lafayette Circle
Lafayette, California 94549
(Address of Principal Executive Offices)
Bedford Property Investors, Inc.
Amended and Restated 1992 Directors' Stock Option Plan
Bedford Property Investors, Inc. Amended and Restated Employee Stock
Plan
(Full title of the plans)
Peter B. Bedford
Bedford Property Investors, Inc.
270 Lafayette Circle
Lafayette, California 94549
(Name and address of agent for service)
(925) 283-8910
(Telephone number, including area code, of agent for service)
Copy to:
William H. Hinman, Esq.
Shearman & Sterling
1550 El Camino Real
Menlo Park, CA 94025-4100
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share (*) Offering Price (*) Fee
Common Stock 2,600,000 (**) $16 15/32 $42,818,750 $11,904
par value $.02 per share Shares
</TABLE>
(*) The price shown is the average of the high and low prices
of the Common Stock on the New York Stock Exchange
consolidated reporting system on January 11, 1999 in
accordance with Rule 457(c) and Rule 457 (h) under the
Securities Act of 1933, as amended, and is being utilized
solely for the purpose of calculating the registration fee.
(**) Represents additional shares to be registered in order to
reflect 500,000 shares added under the Amended and Restated
1992 Directors' Stock Option Plan and 2,100,000 shares
added under the Amended and Restated Employee Stock Plan.
<PAGE>
STATEMENT PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
Except as set forth below, the contents of the Registrant's
Registration Statements on Form S-8 (333-18215 and 33-52375), as filed
with the Securities and Exchange Commission on December 19, 1996 and
February 22, 1994, respectively, are incorporated by reference herein.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed as part of this
Registration Statement:
5* Opinion of Ballard Spahr Andrews & Ingersoll regarding the
legality of the common stock being registered hereby.
10.16 The Company's Amended and Restated Employee Stock Plan
is incorporated herein by reference to Exhibit 10.16
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997.
10.17 Form of Employee Stock Plan Option Agreement under the
Company's Amended and Restated Employee Stock Plan is
incorporated herein by reference to Exhibit 10.17 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1997.
10.18 The Company's Amended and Restated 1992 Directors'
Stock Option Plan is incorporated herein by reference
to Exhibit 10.18 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.
10.19* Form of Director Stock Option Plan Agreement under the
Company's Amended and Restated 1992 Directors' Stock Option
Plan.
23.1* Consent of KPMG LLP, independent certified public
accountants.
23.2* Consent of Ballard Spahr Andrews & Ingersoll (included
in Exhibit 5).
24* Powers of Attorney (included on signature page).
* Filed herewith.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes;
(1) To file, during any period in which offers or sales
are being made of the securities being registered
hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10
(a) (3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in this
Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which
was registered) and any deviation from the low
or high end of the estimated maximum offering
range may be reflected in the form of prospectus
filed with the Commission pursuant to rule 424
(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent
change in the maximum aggregate offering price
set forth in the "Calculation of Registration
Fee" table in the effective registration
statement.
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities bring
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Act of
1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed
to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of the expenses incurred or paid
by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Lafayette, State of California on the 15th day of January, 1999.
BEDFORD PROPERTY INVESTORS, INC.
By: /s/ Peter B. Bedford
Name: Peter B. Bedford
Title: Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby
constitutes and appoints Peter B. Bedford and Hahn Kihara, and each of
them acting alone, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) and supplements to
this Registration Statement and any and all related registration
statements necessary to register additional securities, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the
following persons in the indicated capacities on January 15, 1999.
Signature
Title
/s/ Peter B. Bedford Chairman of the Board and
Peter B. Bedford Chief Executive Officer
/s/ Hanh Kihara Senior Vice President and
Hanh Kihara Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Claude M. Ballard Director
Claude M. Ballard
/s/ Anthony M. Downs Director
Anthony M. Downs
/s/ Thomas G. Eastman Director
Thomas G. Eastman
/s/ Anthony M. Frank Director
Anthony M. Frank
/s/ Thomas H. Nolan, Jr. Director
Thomas H. Nolan, Jr.
/s/ Martin I. Zankel Director
Martin I. Zankel
<PAGE>
Exhibit Index
Exhibit No. Description of Document
5* Opinion of Ballard Spahr Andrews & Ingersoll regarding the
legality of the common stock being registered hereby.
10.16 The Company's Amended and Restated Employee Stock Plan
is incorporated herein by reference to Exhibit 10.16
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997.
10.17 Form of Employee Stock Plan Option Agreement under the
Company's Amended and Restated Employee Stock Plan is
incorporated herein by reference to Exhibit 10.17 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1997.
10.18 The Company's Amended and Restated 1992 Directors'
Stock Option Plan is incorporated herein by reference
to Exhibit 10.18 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.
10.19* Form of Director Stock Option Plan Agreement under the
Company's Amended and Restated 1992 Directors' Stock Option
Plan.
23.1* Consent of KPMG LLP, independent certified public
accountants.
23.2* Consent of Ballard Spahr Andrews & Ingersoll
(included in Exhibit 5).
24* Powers of Attorney (included on signature page).
* Filed herewith
File Number
870797
January 15, 1999
Bedford Property Investors, Inc.
270 Lafayette Circle
Lafayette, CA 94549
Re: Bedford Property Investors, Inc.
Registration Statement on Form S-8
Registration No.: 333-
Ladies and Gentlemen:
We have served as Maryland counsel to Bedford Property Investors, Inc.,
a Maryland corporation (the "Company"), in connection with certain matters of
Maryland law arising out of the registration of 2,600,000 shares (the "Shares")
of common stock, $.02 par value per share, of the Company ("Common Stock"),
covered by the above-referenced Registration Statement (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "1933 Act").
The Shares are to be issued by the Company pursuant to the Bedford Property
Investors, Inc. Amended and Restated 1992 Directors' Stock Option Plan and the
Bedford Property Investors, Inc. Amended and Restated Employee Stock Plan
(collectively, the "Plans").
In connection with our representation of the Company, and as a basis for
the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement, in the form in which it was transmitted
by the Company to the Securities and Exchange Commission (the "Commission"),
pursuant to the 1933 Act;
2. The charter of the Company (the "Charter"), certified as of a recent
date by the State Department of Assessments and Taxation of Maryland (the
"SDAT");
3. The Amended and Restated Bylaws of the Company, certified as of the
date hereof by its Secretary;
4. Resolutions adopted by the Board of Directors of the Company relating
to the Plans and the issuance and registration of the Shares, certified as of
the date hereof by the Secretary of the Company;
5. The Plans;
6. The form of certificate representing a share of Common Stock,
certified as of the date hereof by the Secretary of the Company;
7. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
8. A certificate executed by the Secretary of the Company, dated the
date hereof; and
9. Such other documents and matters we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations, and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so far as
is known to us there are no facts inconsistent with, the following:
1. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms.
4. Any Documents submitted to us as originals are authentic. The form
and content of the Documents submitted to us as unexecuted drafts do not differ
in any respect relevant to this opinion from the form and content of such
Documents as executed and delivered. Any Documents submitted to us as certified
or photostatic copies conform to the original documents. All signatures on all
such Documents are genuine. All public records reviewed or relied upon by us
or on our behalf are true and complete. All statements and information
contained in the Documents are true and complete. There has been no oral or
written modification of or amendment to any of the Documents, and there has
been no waiver of any provision of any of the Documents, by action or omission
of the parties or otherwise.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based on the foregoing, and subject to the assumptions, limitations and
qualifications stated herein, it is our opinion that:
1. The Company is a coporation duly incorporated and existing under and
by virtue of the laws of the State of Maryland and is in good standing with
SDAT.
2. The shares have been duly authorized for issuance pursuant to the
Plans and, when and if issued and delivered against payment therefor and
otherwise in the manner described in the Resolutions, the Registration
Statement and the Plans, will be (assuming that upon any such issuance the
total number of shares of Common Stock issued and outstanding will not exceed
the total number of shares of Common Stock that the Company is then authorized
to issue under the Charter) validly issued, fully paid and nonassessable.
The foregoing opion is limited to the substantive laws of the State of
Maryland and we do no express any opinion herein concerning and other law. We
express no opinion as to compliance with any federal or state securities laws,
including the securities laws of the State of Maryland, or as to the federal
or state laws regarding fraudulent transfers. To the extent that any matter as
to which our opinion is expressed herein would be governed by any jurisdiction
other than the State of Maryland, we do not express any opinion on such matter.
We assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission
as an exhibit to the Registration Statement and, accordingly, may not be relied
upon by, quoted in any manner to, or delivered to any other person or entity
without, in each instance, our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In
giveing this consent, we do not admit that we are within the category of
persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
STOCK OPTION AGREEMENT dated as of [ ]
between BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation (the
"Company"), and the other party signatory hereto (the "Director").
WHEREAS, the Director is currently a director of the
Company and, pursuant to the Company's Amended and Restated 1992
Directors' Stock Option Plan (the "Plan") and upon the terms and
subject to the conditions hereinafter set forth, the Company desires
to provide the Director with an incentive to remain in its service and
to increase his interest in the success of the Company by granting to
the Director a nonqualified stock option (the "Option") to purchase
shares of common stock, par value $0.02 per share, of the Company (the
"Common Stock");
NOW, THEREFORE, in consideration of the covenants and
agreements herein contained, the parties hereto agree as follows:
1. Definitions; Incorporation of Plan Terms. Capitalized
terms used herein without definition shall have the meanings assigned
to them in the Plan, a copy of which is attached hereto. This
Agreement and the Option shall be subject to the Plan, the terms of
which are hereby incorporated herein by reference, and in the event of
any conflict or inconsistency between the Plan and this Agreement, the
Plan shall govern. The date of grant of the Option shall be the date
specified at the foot of the signature page hereof.
2. Grant of Option. Subject to the terms and conditions
contained herein and in the Plan, the Company hereby grants the Option
to the Director. The Option's Date of Grant and per share exercise
price and the number of shares of Common Stock for which the Option is
exercisable are set forth at the foot of the signature page hereof.
The Option shall be exercisable as hereinafter provided.
3. Terms and Conditions of Option. The Option evidenced
hereby is subject to the following terms and conditions:
(a) Vesting. The Option awarded hereunder shall vest
and become exercisable on the date that is six months from the
Date of Grant (the "Vesting Date").
(b) Option Period. The Option shall expire ten years from
the Date of Grant, subject to earlier termination as provided
herein and in the Plan.
(c) Exercise Following Termination of Service Due to
Death. If the Director ceases to be a member of the Board by
reason of death, the Option, if exercisable at the time of the
Director's death, may be exercised by such Director's
Beneficiary at any time within one year after the date of such
termination of service, subject to the earlier expiration of
such Option as provided for in Section 3(b) above. At the end
of such one-year period, the Option shall expire. If the Option
is not exercisable at the date of termination of service, it
shall expire on such date.
(d) Exercise Following Termination of Service Due to
Disability. If the Director ceases to be a member of the Board
by reason of Disability, the Option, if exercisable at the time
of cessation of service due to such Disability, may be exercised
by the Director at any time within one year after the date of
such termination of service, subject to the earlier expiration
of such Option as provided for in Section 3(b) above. At the
end of such one-year period, the Option shall expire. If the
Option is not exercisable at the date of termination of service,
it shall expire on such date.
(e) Exercise Following Other Terminations of Service. If
the Director ceases to be a member of the Board for any reason
other than death or Disability, then the Director shall have the
right, subject to the terms and conditions hereof and in the
Plan, to exercise the Option if exercisable at the time of such
cessation of service, at any time within three months after the
date of such termination, subject to the earlier expiration of
the Option as provided for in Section 3(b) above; provided,
however, that in the event that the Director is also an employee
of the Company or becomes an employee upon ceasing to be a
member of the Board, the Option shall vest and become
exercisable in accordance with its terms and conditions and
shall remain exercisable for a period of three months after such
individual's employment with the Company terminates for any
reason. At the end of such three-month period, the Option shall
expire. Except as provided in the Plan, if the Option is not
exercisable at the date of termination of service, it shall
expire on such date.
(f) Notice of Exercise. Subject to the other terms and
conditions hereof and in the Plan, the Director may exercise the
Option, to the extent vested, by giving written notice of
exercise to the Company; provided, however, that in no event
shall the Option be exercisable for a fractional share.
(g) Payment. Subject to the last sentence of this Section
3(g), prior to the issuance of a certificate pursuant to Section
3(j) hereof evidencing the shares of Common Stock in respect of
which all or a portion of the Option shall have been exercised,
the Director shall have paid to the Company the exercise price
of the Option for all such shares purchased pursuant to the
exercise of the Option. Payment may be made by personal check,
bank draft or postal or express money order (such modes of
payment are collectively referred to as "cash") payable to the
order of the Company in U.S. dollars, or in shares of Common
Stock already owned by the Director for at least six months at
the time of exercise valued at their Fair Market Value as of the
last business day preceding the date of exercise, or in a
combination of cash or such shares. Payment of the exercise
price in shares of Common Stock shall be made (i) by delivering
to the Company the share certificate(s) representing the
required number of shares, with the Director signing his or her
name on the back or by attaching executed stock powers (the
signature of the Director must be guaranteed in either case) or
(ii) attesting to ownership of a sufficient number of shares of
Common Stock. In addition to the exercise methods described
above, the Director may exercise the Option through a procedure
whereby the Director delivers to the Company an irrevocable
notice of exercise in exchange for the Company issuing the
shares of Common Stock subject to the Option to a broker
previously designated or approved by the Company, subject to
such rules and procedures as the Administrator may determine
(for purposes of such a transaction the value of shares of the
Common Stock shall be deemed to equal the Fair Market Value of
the Common Stock on the date of exercise of the Option).
(h) Stockholder Rights. The Director shall have no rights
as a stockholder with respect to any shares of Common Stock
issuable upon exercise of the Option until a certificate
evidencing such shares shall have been issued to the Director
pursuant to Section 4(j), and no adjustment shall be made for
dividends or distributions or other rights in respect of any
share for which the record date is prior to the date upon which
the Director shall become the holder of record thereof.
(i) Limitation on Exercise. The Option shall not be
exercisable unless the Common Stock subject thereto has been
registered under the Securities Act and qualified under
applicable state "blue sky" laws in connection with the offer
and sale thereof, or the Company has determined that an
exemption from registration under the Securities Act and from
qualification under such state "blue sky" laws is available.
(j) Issuance of Shares. Subject to the foregoing
conditions, Section 3(k) and the terms of the Plan, as soon as
reasonably practicable after its receipt of a proper notice of
exercise and payment of the exercise price of the Option for the
number of shares with respect to which the Option is exercised,
the Company shall deliver to the Director (or following the
Director's death, the Beneficiary entitled to exercise the
Option), at the principal office of the Company or at such other
location as may be acceptable to the Company and the Director
(or such Beneficiary), one or more stock certificates for the
appropriate number of shares of Common Stock issued in
connection with such exercise.
(k) Deferral of Profit Shares. The Director may elect to
defer receipt of the shares of Common Stock otherwise
deliverable upon exercise of the Option. An election to defer
such delivery shall be irrevocable and shall be made in writing
on an Option Deferral Election Form at least six months prior to
exercise. If the Director exercises the Option at any time
after delivery of the Option Deferral Election Form by tendering
previously-owned shares of Common Stock, the Director's Deferred
Compensation Account will be credited with a number of Phantom
Stock Units equal to the number of shares of Common Stock for
which delivery is deferred. Phantom Stock Units shall be paid
by delivery of shares of Common Stock in accordance with the
timing and manner of payment elected by the Director on his or
her first Deferral Election Form filed in accordance with
Section 4, or, if no such election form has previously been
filed by the Director, then in accordance with the timing and
manner of payment elected by the Director on such Option
Deferral Election Form.
(l) Transferability. The Option may not be transferred,
pledged, assigned or otherwise disposed of except by will or the
laws of descent and distribution; provided, however, that the
Option may be, with the approval of the Administrator,
transferred to a member or members of the Director's immediate
family (as defined in the Plan) or to one or more trusts or
partnerships established in whole or in part for the benefit of
one or more of such immediate family members (collectively,
"Permitted Transferees"), subject to such rules and procedures as
may from time to time be adopted or imposed by the
Administrator. If the Option is transferred to a Permitted
Transferee, it shall be further transferable only by will or the
laws of descent and distribution or, for no consideration, to
another Permitted Transferee of the Director. The Director
shall notify the Company in writing prior to any proposed
transfer of the Option to a Permitted Transferee and shall
furnish the Company, upon request, with information concerning
such Permitted Transferee's financial condition and investment
experience.
4. Change in Control. In the event of a Change in
Control of the Company, the Option granted hereunder and held by the
Director as of the date such Change in Control is determined to have
occurred, if not yet exercisable and vested on such date, shall become
fully exercisable and vested; provided, however, that if the
Administrator shall receive an opinion from a nationally recognized
firm of accountants to the Company that the accelerated vesting of the
Option will prohibit the utilization of "pooling of interests"
accounting in connection with the transaction resulting in the Change
in Control of the Company, then the Option shall not become fully
exercisable and vested upon the Change in Control.
5. No Restriction on Right of Company to Effect Corporate
Changes.
Neither the Plan nor this Agreement shall affect in any way the right
or power of the Company or its stockholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any
merger consolidation of the Company, or any issuance of stock or of
options, warrants or rights to purchase stock or bonds, debentures,
preferred or prior preference stocks whose rights are superior to or
affect the Common Stock or the rights thereof or which are convertible
into or exchangeable for Common Stock, or the dissolution or
liquidation of the company, or any sale or transfer of all or any part
of its assets or business, or any sale or transfer of all or any part
of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
6. Survival; Assignment. Reference in this Agreement to
either party shall be deemed to include the heirs and permitted
successors and assigns of such party; and all agreements herein by or
on behalf of the Participant, shall bind and inure to the benefit of
the heirs and permitted successors and assigns of such parties hereto.
The Director agrees to cause any future spouse of his or hers to
deliver to the Company a consent in the form of the consent set forth
in Exhibit A hereto validly executed by such spouse promptly after any
such person becomes his or her spouse.
7. Notices. All notices and other communications
provided for herein shall be in writing and shall be delivered by hand
or sent by certified or registered mail, return receipt requested,
postage prepaid, addressed, if to the Director, to his or her
attention at the mailing address set forth at the foot of the
signature page of this Agreement (or to such other address as the
Director shall have specified to the Company in writing) and, if to
the Company, to Bedford Property Investors, Inc., 270 Lafayette
Circle, Lafayette, California 94549, Attention: Secretary. All such
notices shall be conclusively deemed to be received and shall be
effective, if sent by hand delivery, upon receipt, or if sent by
registered or certified mail, on the fifth day after the day on which
such notice is mailed.
8. Waiver. The waiver by either party of compliance with
any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any other provision of this Agreement,
or of any subsequent breach by such party of a provision of this
Agreement.
9. Headings. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same
agreement. The headings of sections and subsections herein are
included solely for convenience of reference and shall not affect the
meaning of any of the provisions of this Agreement.
10. Governing Law. This Agreement shall shall be
governed by and construed in accordance with the laws of the Maryland
without giving effect to conflicts of law principles.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement
to be executed by its duly authorized officer and the Director has
executed this Agreement, both as of the day and year first above
written.
BEDFORD PROPERTY INVESTORS, INC.
By:
Name:
Title:
DIRECTOR
Name:
Address:
Number of Shares
Underlying Option:
Option Price:
Date of Grant:
<PAGE>
EXHIBIT A
Consent of Spouse
The undersigned, as the spouse of the Director who
is the signatory to the foregoing Agreement, (a) hereby consents to,
confirms and ratifies any sale by such Director of any Option or
shares of Common Stock acquired upon exercise of any such Option
contemplated by the foregoing Agreement and for purposes of any
community property laws and all other laws conveys all of his or her
right, title and interest in and to such Option or Option Shares to
the purchaser of such Option or Option Shares and (b) agrees to be
bound by all of the Director's obligations under the foregoing
Agreement.
Exhibit 23.1
Consent of Independent Certified Public Accountants
The Board of Directors
Bedford Property Investors, Inc.:
We consent to the incorporation by reference herein of our report
dated February 2, 1998, relating to the consolidated balance sheets of
Bedford Property Investors, Inc. as of December 31, 1997 and 1996, and
the related consolidated statements of income, stockholders' equity
and cash flows for each of the years in the three-year period ended
December 31, 1997, and the related financial statement schedule as of
December 31, 1997, which report appears in the December 31, 1997
annual report on Form 10-K of Bedford Property Investors, Inc.
/s/KPMG Peat Marwick LLP
San Francisco, California
January 15, 1999
