FILED PURSUANT TO RULE 424(b)(3)
                                                REGISTRATION NO. 333-63707

 
                 DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
 
                       2,533,803 SHARES OF COMMON STOCK
 
                           BRADLEY REAL ESTATE, INC.
 
  Bradley Real Estate, Inc., a Maryland corporation (the "Company"), hereby
offers participation in its Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). The Plan is designed to provide both interested new investors as well
as existing owners of the Company's stock (including the Company's common
stock (the "Common Stock"), 8.4% Series A Convertible Preferred Stock ("Series
A Preferred Stock") and other classes of equity securities outstanding from
time to time (collectively, the "Company Stock")) and existing owners of
limited partner units of Bradley Operating Limited Partnership (the "Operating
Partnership") with an economical and convenient method to purchase shares of
Common Stock under the stock purchase provision of the Plan (the "Stock
Purchase Program"). The Plan also permits share owners to designate all, a
portion or none of the cash dividends on their newly purchased Common Stock
and cash dividends on their existing Company Stock or distributions from the
Operating Partnership for reinvestment in shares of Common Stock through the
dividend reinvestment provisions of the Plan (the "Dividend Reinvestment
Program"). Some of the significant features of the Plan are as follows:
 
  .  Participants (as defined in Questions 2 and 5) may purchase additional
     shares of Common Stock at a 3% discount (subject to change) by
     automatically reinvesting all or a portion of their cash dividends on
     Company Stock in the Dividend Reinvestment Program. See Question 12.
 
  .  Participants may also purchase shares of Common Stock at a discount
     (ranging from 0% to 3% as determined by the Company in its sole
     discretion from time to time) by making optional cash payments of $100
     to $10,000 per quarter. See Question 17.
 
  .  Optional cash payments in excess of $10,000 may be made with the
     permission of the Company. Such purchases may be priced at a discount
     ranging from 0% to 3% as determined by the Company in its sole
     discretion from time to time. See Question 17.
 
  .  Common Stock will be purchased by the Agent (as defined in Question 4)
     directly from the Company or in open market or privately negotiated
     transactions, as determined from time to time by the Company, to fulfill
     requirements for the Plan. At present, the Company expects that shares
     usually will be purchased directly from the Company.
 
  .  Owners of shares currently enrolled in the Company's previous Dividend
     Reinvestment Plan will automatically be enrolled in this Plan.
     Participation in the Plan is entirely voluntary, and participants may
     terminate their participation at any time. Share owners who do not
     choose to participate in the Plan will continue to receive cash
     dividends, as declared, in the usual manner. Participants may also
     request that any or all of the shares held in their Plan account ("Plan
     Shares") be sold by the Agent. See Question 27.
 
  .  Owners of Company Stock held in their own name ("Record Owners") may
     participate directly. Owners of shares in bank, broker or other nominee
     names (a "Beneficial Owner") may participate in the Plan by requesting
     that the bank, broker or other nominee reinvest dividends and/or make
     optional cash payments on the Beneficial Owner's behalf. Alternatively,
     Beneficial Owners may ask their bank, broker or other nominee to
     transfer the shares into the Beneficial Owner's own name and then
     participate directly. See Questions 6 and 8.
 
  The shares of Common Stock, both those outstanding and those offered hereby,
as well as other shares of Company Stock, are subject to repurchase by the
Company under certain conditions and are subject to certain restrictions on
ownership and transferability which prohibit, subject to certain exceptions,
any person, directly or indirectly (after application of certain constructive
ownership rules), from owning shares that are, or are convertible into, more
than 9.8% of the number of outstanding shares of Common Stock or that have a
value in excess of 9.8% of the value of all outstanding shares of Company
Stock.
 
  The Company will bear the costs relating to the registration of the Common
Stock being offered hereby, estimated to be approximately $100,000.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
 
              THE DATE OF THIS PROSPECTUS IS SEPTEMBER 30, 1998.

 
                             AVAILABLE INFORMATION
 
  The Company has filed with the Securities and Exchange Commission (the "SEC"
or "Commission") a registration statement on Form S-3 (the "Registration
Statement") under the Securities Act with respect to the Plan Shares. This
Prospectus, which constitutes part of the Registration Statement, omits
certain of the information contained in the Registration Statement and the
exhibits thereto on file with the Commission pursuant to the Securities Act
and the rules and regulations of the Commission thereunder. The Registration
Statement, including exhibits thereto, may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at the Commission's Regional
Offices at 7 World Trade Center, 13th Floor, New York, New York 10048, and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511, and copies may be obtained at the prescribed rates from the Public
Reference Section of the Commission at its principal office in Washington,
D.C. The Commission also maintains a Web site at http://www.sec.gov containing
reports, proxy and information statements and other information regarding
registrants, including the Company, that file electronically with the
Commission. Statements contained in this Prospectus as to the contents of any
contract or other document referred to are not necessarily complete, and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference.
 
  The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the locations described above. Copies of such
materials can be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at
prescribed rates. In addition, the Common Stock is listed on the New York
Stock Exchange ("NYSE") under the symbol "BTR", and such materials can be
inspected and copied at the NYSE, 20 Broad Street, New York, New York 10005.
 
  The Company has the authority to designate and issue more than one class or
series of capital stock having various preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption. In addition, the
Company's charter imposes limitations on the ownership and transfer of the
Company's capital stock. The Company will furnish a full statement of the
relative rights and preferences of each class or series of capital stock of
the Company which has been so designated and any restrictions on the ownership
or transfer of capital stock of the Company to any stockholder upon request
and without charge. Written requests for such copies should be directed to:
Ms. Marianne Dunn, Senior Vice President, Bradley Real Estate, Inc., 40 Skokie
Boulevard, Suite 600, Northbrook, Illinois 60062-1626. Telephone requests may
be directed to Ms. Dunn at (847) 272-9800.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
  The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act (Commission File No. 1-10328) are incorporated
herein by reference:
 
  (a) The Company's Annual Report on Form 10-K for the year ended December 31,
1997, and all amendments thereto;
 
  (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998;
 
  (c) The Company's Current Reports on Form 8-K filed on January 28, 1998,
February 20, 1998, June 2, 1998, June 17, 1998, June 24, 1998, August 7, 1998
and September 24, 1998; and
 
  (d) The description of the Company's Common Stock contained or incorporated
by reference in its Registration Statement on Form 8-A filed with the
Commission on August 8, 1994, including any amendments thereto.
 
                                       2

 
  All other reports and documents filed with the Commission by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of the offering of
the Common Stock are to be incorporated herein by reference and such documents
shall be deemed to be a part hereof from the date of filing of such reports
and documents. Any person receiving a copy of this Prospectus may obtain,
without charge, upon request, a copy of any of the documents incorporated by
reference herein (except for the exhibits to such documents, unless such
exhibits are specifically incorporated by reference into such documents).
Written requests for such copies should be mailed to Ms. Marianne Dunn, Senior
Vice President, Bradley Real Estate, Inc., 40 Skokie Boulevard, Suite 600,
Northbrook, Illinois 60062-1626. Telephone requests may be directed to Ms.
Dunn at (847) 272-9800.
 
  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
 
                                  THE COMPANY
 
  Bradley Real Estate, Inc. is a fully-integrated real estate operating
company, which owns and operates community and neighborhood shopping centers
in the Midwest region of the United States. Title to such properties is held
by or for the benefit of Bradley Operating Limited Partnership (the "Operating
Partnership"), of which the Company is the sole general partner and the owner
of a substantial majority of the economic interests, which economic interests
are represented by units of partnership interest that have substantially
identical economic rights as the economic rights of Company Stock. The Company
has elected to qualify as a real estate investment trust ("REIT") for federal
income tax purposes since its organization in 1961 and is the nation's oldest
continuously qualified REIT.
 
  The Company is incorporated under the laws of the State of Maryland. Its
offices are located at 40 Skokie Boulevard, Suite 600, Northbrook, Illinois
60062-1626. Its telephone number is (847) 272-9800.
 
  Additional information regarding the Company, including the audited
consolidated financial statements of the Company and descriptions of the
Company and the Operating Partnership, is contained in the documents
incorporated by reference herein. See "Incorporation of Certain Documents by
Reference" above.
 
                                USE OF PROCEEDS
 
  The Plan will raise additional capital for the Company to the extent that
shares of Common Stock issued hereunder are authorized but previously unissued
shares or treasury shares (rather than shares acquired in the open market).
The Company currently intends to issue such shares and, therefore, the Plan is
expected to raise capital for the Company. The Company is required by the
terms of the partnership agreement of the Operating Partnership to contribute
the net proceeds of any sale of Common Stock to the Operating Partnership in
exchange for additional units of partnership interest in the Operating
Partnership. The Operating Partnership intends to use the net proceeds from
the Company's sale of Common Stock for one or more of the following: repayment
of indebtedness, the acquisition and development of additional shopping
centers, the improvement or maintenance of already owned shopping centers and
general corporate purposes.
 
                                       3

 
                                SUMMARY OF PLAN
 
  The Plan provides current owners of Company Stock and holders of limited
partner units ("Units") of the Operating Partnership and interested new
investors in the Company with an economical and convenient method of investing
cash dividends or distributions and optional cash payments of $100 to $10,000
per quarter in shares of Common Stock at a discount from the Market Price (as
defined in Question 12) and without payment of any brokerage commission or
service charge except when shares are purchased on the open market. See
Questions 12 and 21. Such optional cash purchases may be made monthly provided
that each purchase is for at least $100 and that the aggregate purchases by
any one Participant during a quarter do not exceed $10,000. In addition,
optional cash payments in excess of the $10,000 quarterly limit may be
invested in shares at a discount from the Market Price in cases where the
Company, at its discretion, approves a Request for Waiver for such stock
purchases (see below and Question 17). Each of the discounts is subject to
change from time to time (but will not vary from the range of 0% to 3%) and is
also subject to discontinuance at the Company's discretion at any time based
on a number of factors, including current market conditions, the level of
participation in the Plan and the Company's current and projected capital
needs. Except with respect to the Waiver Discount (as defined in Question 17
and discussed below), the Company will provide Participants with written
notice via an appropriate press release of a change in the applicable discount
at least 30 calendar days prior to the relevant Record Date (as defined in
Question 13) for dividend reinvestments or the Investment Date (as defined in
Question 18) for optional cash payments.
 
  Optional cash payments of less than $100 and that portion of any optional
cash payment which exceeds the maximum quarterly purchase limit of $10,000,
unless such upper limit has been waived, are subject to return to the
Participant without interest. For stock purchased with optional cash payments,
Participants may elect to have the certificates for such shares sent to them
free of charge or retained by the Agent for safekeeping, and additional Common
Stock certificates may be sent to the Agent for safekeeping without payment of
any fee. See Question 24. Participants may also request that any or all shares
held in the Plan be sold by the Agent on behalf of such Participants for a
nominal fee, any brokerage costs and any applicable stock transfer taxes on
the sale of such shares, all of which will be deducted by the Agent and the
balance sent to the Participant. See Question 27.
 
  Should the Company choose to allow purchases in excess of the $10,000
quarterly limit, it will first designate a discount of 0% to 3% (the "Waiver
Discount") from the Market Price for the investment of optional cash payments
that exceed $10,000. Each month, at least five (5) business days prior to the
Optional Cash Payment Due Date (as defined in Question 18), the Company will
establish the Waiver Discount and Threshold Price (as defined in Question 17),
applicable to all optional cash payments made that month that exceed the
$10,000 quarterly limit, or may choose not to offer an opportunity for such
waivers for that month. Interested Participants may then call (847) 562-4102
to receive notice of the designated Waiver Discount and Threshold Price, if
any, for that month. See Schedule A for a list of expected dates by which the
Threshold Price and Waiver Discount will be set in 1998, 1999 and 2000. The
Participant must then seek permission to exceed the normal $10,000 limit via
submission of the Request for Waiver form. If approved by the Company, full
payment along with a copy of the approved Request for Waiver form must be
received by the Agent by the Optional Cash Payment Due Date. See Question 17
for further information about this aspect of the Plan. The Waiver Discount and
Threshold Price, which may vary each month, will be established in the
Company's sole discretion. With respect to optional cash payments that exceed
$10,000, for each Trading Day of the related Pricing Period (each as defined
in Question 12) on which the Threshold Price is not satisfied, 1/10 of a
Participant's optional cash payment will be returned without interest.
Optional cash payments that do not exceed $10,000 in a quarter and the
reinvestment of dividends in additional shares of Common Stock will not be
subject to the Waiver Discount or Threshold Price, if any.
 
  The Company may grant Requests for Waiver to financial intermediaries,
including brokers and dealers, and other Participants in the future. Grants of
Requests for Waiver will be made in the sole discretion of the Company based
on a variety of factors, which may include: the Company's current and
projected capital needs, the alternatives available to the Company to meet
those needs, prevailing market prices for Common Stock, general economic and
market conditions, expected aberrations in the price or trading volume of the
Common Stock, the potential disruption of the price of the Common Stock by a
financial intermediary, the number of
 
                                       4

 
shares of Company Stock held by the Participant submitting the Request for
Waiver, the past actions of a Participant under the Plan, the aggregate amount
of optional cash payments for which such Requests for Waiver have been
submitted and the administrative constraints associated with granting such
Requests for Waiver. If such Requests for Waiver are granted, a portion of the
shares available for issuance under the Plan may be purchased by Participants
(including brokers or dealers) who, in connection with any resales of such
shares, could be deemed to be underwriters within the meaning of the
Securities Act. To the extent that Requests for Waiver are granted it is
expected that a greater number of shares will be issued under the Stock
Purchase Program of the Plan as opposed to the Dividend Reinvestment Program
of the Plan. Subject to the availability of shares of Common Stock registered
for issuance under the Plan, there is no pre-established maximum limit on the
number of shares that may be purchased pursuant to approved Requests for
Waiver.
 
  Financial intermediaries may purchase a significant portion of the shares of
Common Stock issued pursuant to the Stock Purchase Program of the Plan. The
Company does not have any formal or informal understanding with any such
organizations and, therefore, the extent of such financial intermediaries'
participation under the Plan cannot be estimated at this time. Participants
that acquire shares of Common Stock under the Plan with a view to distribution
of such shares or that offer or sell shares for the Company in connection with
the Plan may be deemed to be underwriters within the meaning of the Securities
Act.
 
  From time to time, financial intermediaries, including brokers and dealers,
may engage in positioning transactions in order to benefit from the discount
from the Market Price of the shares of Common Stock acquired through the
reinvestment of dividends or optional cash payments under the Plan. Such
transactions may cause fluctuations in the trading volume and share price of
the Common Stock. Financial intermediaries or other participants that engage
in positioning transactions may be deemed to be underwriters within the
meaning of the Securities Act. The Plan is intended for the benefit of long-
term investors in the Company and not for purchasers who engage in
transactions which may cause aberrations in the price or trading volume of the
Common Stock.
 
                                   THE PLAN
 
  The Company has had in effect a prior Dividend Reinvestment and Share
Purchase Plan for many years. On September 15, 1998, the Board of Directors
voted to increase the number of shares of Common Stock available for sale by
the Company under a Dividend Reinvestment and Stock Purchase Plan and to
replace the prior plan with the Plan as set forth below. This Plan provides
for the investment of cash dividends and sales of shares of Common Stock on
substantially the same terms and conditions as the prior plan, except that the
prior plan limited participation to current share owners, limited optional
cash payments to $2,500 per quarter, did not provide for possible waivers
pursuant to Requests for Waivers and did not authorize the Company to change
the applicable discount or to cause the Agent to purchase shares in open
market transactions. The following questions and answers explain and
constitute the Plan. Share owners who do not participate in the Plan will
receive cash dividends, as declared and paid in the usual manner.
 
                                    PURPOSE
 
1. WHAT IS THE PURPOSE OF THE PLAN?
 
  The primary purpose of the Plan is to provide current share owners of
Company Stock (both Common Stock and Series A Preferred Stock, as well as any
additional class or series of capital stock that the Company may designate and
issue in the future) and holders (other than the Company) of Units in the
Operating Partnership, as well as interested new investors, with an economical
and convenient method of increasing their investment in the Company. Current
share owners and holders of Units are permitted to invest cash dividends or
distributions in additional shares of Common Stock without payment of any
brokerage commission or service charge, unless shares are purchased on the
open market, and, if determined by the Company, at a discount from the Market
Price (as defined in Question 12). Current share owners and holders of Units,
as well as new investors, may also invest optional cash payments in shares of
Common Stock without payment of any brokerage commission
 
                                       5

 
or service charge, unless shares are purchased on the open market, and, if
determined by the Company, at a discount from the Market Price. See Questions
5 and 6 for a description of the share owners and holders of Units who are
eligible to participate in the Plan and methods for Beneficial Owners and
current non-owners to become eligible to participate. To the extent shares are
purchased from the Company under the Plan, the Company will receive additional
funds for use as described above under "Use of Proceeds."
 
  The Plan may also be used by the Company to raise additional capital through
the sale each month of a portion of the shares available for issuance under
the Plan to purchasers of shares (including brokers or dealers) who, in
connection with any resales of such shares, may be deemed to be underwriters.
These sales will be effected through the Company's ability to waive
limitations applicable to the amounts which Participants may invest pursuant
to the Stock Purchase Program. See Question 17 for information concerning
limitations applicable to optional cash payments and certain of the factors
considered by the Company in granting waivers.
 
  However, the Plan is primarily intended for the benefit of long-term
investors, and not for the benefit of individuals or institutions who engage
in short-term trading activities that could cause aberrations in the trading
volume or share price of the Company's Common Stock. From time to time,
financial intermediaries may engage in positioning transactions in order to
benefit from the discount from the Market Price of the shares of Common Stock
acquired through the reinvestment of dividends and optional cash payments
under the Plan. Such transactions may cause fluctuations in the trading volume
and possibly the share price of the Common Stock. The Company reserves the
right to modify, suspend or terminate participation in the Plan by otherwise
eligible holders of Common Stock in order to eliminate practices which are not
consistent with the purposes of the Plan.
 
                       OPTIONS AVAILABLE TO PARTICIPANTS
 
2. WHAT OPTIONS ARE AVAILABLE TO ENROLLED PARTICIPANTS?
 
  Dividend Reinvestment Program. Owners of Company Stock who wish to
participate in the Plan, whether Record Owners, Beneficial Owners or
interested new investors who make an initial investment through the Stock
Purchase Program described below (each a "Participant"; see also Question 5
regarding the definition of a "Participant") may elect to have all, a portion
or none of their cash dividends paid on their shares of Company Stock
automatically reinvested in additional shares of Common Stock through the
Dividend Reinvestment Program. Cash dividends are paid on Company Stock when
and as declared by the Company's Board of Directors, generally on a quarterly
basis. See "Dividends." Subject to the availability of shares of Common Stock
registered for issuance under the Plan (and to the limits on overall ownership
of Company Stock set forth in the Company's charter), there is no limitation
on the amount of dividends a Participant may reinvest under the Dividend
Reinvestment Program.
 
  Holders of Units of the Operating Partnership who enroll as Participants in
the Plan may also elect to have all or a portion of their quarterly
distributions from the Operating Partnership automatically reinvested in
shares of Common Stock of the Company. The discussion in the following
Questions in this Prospectus relating to the options available to share owners
of the Company and to the mechanics and timing relating to the reinvestment of
dividends on Company Stock is also applicable to the options available to
holders of Units of the Operating Partnership and to the mechanics and timing
of the reinvestment of quarterly distributions from the Operating Partnership.
 
  Stock Purchase Program. Each month, Participants may also elect to invest
optional cash payments in shares of Common Stock, subject to a minimum
purchase of $100 and a maximum quarterly purchase limit of $10,000. The
maximum limit is subject to waiver at the Company's discretion. See Question
17. Participants may make optional cash payments each month even if dividends
on their shares of Common Stock are not being reinvested and whether or not a
dividend has been declared. Participants are not required to enroll any shares
of Common Stock purchased through the Stock Purchase Program into the Dividend
Reinvestment Program but may designate all or a portion of such shares for
such participation on the Authorization Form if desired.
 
                                       6

 
                         ADVANTAGES AND DISADVANTAGES
 
3. WHAT ARE THE ADVANTAGES AND DISADVANTAGES OF THE PLAN?
 
ADVANTAGES
 
  (a) The Plan provides Participants with the opportunity to reinvest cash
dividends and distributions paid on all or a portion of their shares of
Company Stock or Units of the Operating Partnership in additional shares of
Common Stock without payment of any brokerage commission or service charge,
unless shares are purchased on the open market, and at a discount, which is
currently 3% and is subject to change by the Company. See Question 12. The
Company will provide Participants with written notice via an appropriate press
release of any change in the applicable discount at least 30 calendar days
prior to the relevant Record Date (as defined in Question 13). See Question
12.
 
  (b) The Plan provides Participants with the opportunity to make monthly
investments of optional cash payments, subject to minimum and maximum amounts,
for the purchase of shares of Common Stock at a discount from the Market Price
(ranging from 0% to 3% to be determined by the Company in its sole discretion)
and without payment of any brokerage commission or service charge, unless
shares are purchased on the open market. The Participant may designate all, a
portion or none of such purchased shares to be enrolled in the Dividend
Reinvestment Program. The Company will provide Participants with written
notice via an appropriate press release of any change in the applicable
discount at least 30 calendar days prior to the relevant Investment Date (as
defined in Question 18). See Question 12.
 
  (c) All cash dividends paid on Participants' Plan Shares enrolled in the
Dividend Reinvestment Program can be fully invested in additional shares of
Common Stock because the Plan permits fractional shares to be credited to Plan
accounts. Dividends on such fractional shares, as well as on whole shares,
will also be reinvested in additional shares which will be credited to
Participants' Plan accounts.
 
  (d) The Agent, at no charge to the Participants, provides for the
safekeeping of stock certificates for common shares credited to each Plan
account.
 
  (e) A Participant may also elect to deposit with the Agent certificates for
such Participant's other shares of Common Stock registered in his or her name
for safekeeping without charge. Because the Participant bears the risk of loss
in sending certificates to the Agent, certificates should be sent by
registered mail, return receipt requested and properly insured, to the address
specified in Question 35. If certificates are later issued either upon request
of the Participant or upon termination of participation, new certificates will
be issued.
 
  (f) Periodic statements reflecting all current activity, including purchases
of Plan Shares and the most recent Plan account balance, simplify
Participants' record keeping. See Question 22 for information concerning
reports to Participants.
 
DISADVANTAGES
 
  (a) No interest will be paid to Participants by the Company or the Agent on
dividends or optional cash payments held pending reinvestment or investment.
See Question 11. In addition, optional cash payments of less than $100 and
that portion of any optional cash payment which exceeds the maximum quarterly
purchase limit of $10,000, unless such upper limit has been waived, are
subject to return to the Participant without interest. Moreover, purchases
above the $10,000 limit that have been granted a waiver may also be subject to
return to the Participant without interest in the event that the Threshold
Price, if any, is not met for any Trading Day during the related Pricing
Period. See Question 17.
 
  (b) With respect to shares acquired from the Company, the actual number of
shares to be issued to the Participant or the Participant's Plan account will
not be determined until after the end of the relevant Pricing Period.
Therefore, during the Pricing Period, Participants will not know the actual
price per share or number of shares they have purchased.
 
                                       7

 
  (c) With respect to shares acquired from the Company, while the Plan
currently provides for a discount for reinvested dividends and optional cash
payments, the Participant's purchase price, as so discounted, may exceed the
price at which shares of the Common Stock are trading on the Investment Date
(as defined in Questions 11 and 18) when the shares are issued or thereafter.
The trading price on the Investment Date generally governs the amount of
taxable income to share owners. See Question 40.
 
  (d) Because optional cash payments must be received by the Agent by the
Optional Cash Payment Due Date, such payments may be exposed to changes in
market conditions for a longer period of time than in the case of typical
secondary market transactions. See Questions 11 and 18 through 20 for detailed
information.
 
  (e) Resales of shares of Common Stock credited to a Participant's Plan
account will involve a nominal fee per transaction to be deducted from the
proceeds of the sale by the Agent (if such resale is made by the Agent at the
request of a Participant), plus any brokerage commission and any applicable
stock transfer taxes on the resales. See Questions 21 and 27.
 
  (f) Shares of Common Stock deposited in the Participant's Plan account
cannot be pledged until such shares are withdrawn from the Plan. See Question
38.
 
                                ADMINISTRATION
 
4. WHO ADMINISTERS THE PLAN?
 
  The Company has retained BankBoston, N.A. as plan administrator (the
"Agent"), to administer the Plan, keep records, send statements of account
activity to each Participant and perform other duties relating to the Plan.
See Question 22 for information concerning reports to Participants.
Certificates for shares of Common Stock purchased pursuant to the Stock
Purchase Program but not designated for investment in the Dividend
Reinvestment Program will be sent to the Participant or held by the Agent, at
the Participant's discretion, free of charge. Plan Shares designated for
investment in the Dividend Reinvestment Program will be held by the Agent and
registered in the Agent's name (or its nominee) as agent for each Participant
in the Plan. As record holder for the Plan Shares, the Agent will receive
dividends on all Plan Shares held on the dividend Record Date, will credit
such dividends to Participants' Plan accounts on the basis of whole or
fractional Plan Shares held in such accounts, and will automatically reinvest
such dividends in additional shares of Common Stock according to the portion
of the Participants' shares of Company Stock designated to participate in the
Dividend Reinvestment Program. Any remaining portion of cash dividends not
designated for reinvestment will be sent to the Participant. See Question 9.
If the Agent resigns or otherwise ceases to act as plan administrator, the
Company will appoint a new plan administrator to administer the Plan.
 
  The Agent also acts as dividend disbursing agent, transfer agent and
registrar for the Company's Common Stock and Series A Preferred Stock.
 
                                 PARTICIPATION
 
  For purposes of this section, responses are generally directed (a) to
existing share owners, according to the method by which their shares are held,
or (b) to investors who are not currently share owners but would like to make
an initial purchase of Common Stock to become a Participant (including owners
of Units of the Operating Partnership). Existing share owners are either
Record Owners or Beneficial Owners. A Record Owner is a share owner who owns
shares of Company Stock in his or her own name. A Beneficial Owner is a share
owner who beneficially owns shares of Company Stock that are registered in a
name other than his or her own name (for example, the shares are held in the
name of a bank, broker or other nominee). A RECORD OWNER MAY PARTICIPATE
DIRECTLY IN THE PLAN, WHEREAS A BENEFICIAL OWNER WILL EITHER HAVE TO BECOME A
RECORD OWNER BY HAVING ONE OR MORE SHARES TRANSFERRED INTO HIS OR HER OWN NAME
OR COORDINATE HIS OR HER PARTICIPATION IN THE PLAN THROUGH THE BANK, BROKER OR
OTHER NOMINEE IN WHOSE NAME THE BENEFICIAL OWNER'S SHARES ARE HELD. For more
detailed information and instructions, see Questions 5 and 6.
 
                                       8

 
5. WHO IS ELIGIBLE TO PARTICIPATE?
 
  Record Owners. All Record Owners of Company Stock are eligible to
participate directly in the Plan. Owners (other than the Company) of Units of
the Operating Partnership are also eligible to participate directly.
 
  Beneficial Owners. In order to participate directly in the Dividend
Reinvestment Program of the Plan, a Beneficial Owner must become a Record
Owner by having one or more shares transferred into his or her own name from
that of the applicable bank, broker or other nominee. Alternatively, a
Beneficial Owner may seek to arrange with the bank, broker or other nominee
who is the Record Owner to participate on the Beneficial Owner's behalf.
 
  Non-owners. Individuals who do not presently own any Company Stock (as
either a Record Owner or Beneficial Owner) may participate in the Plan by
making an initial purchase of Common Stock through the Stock Purchase Program.
 
  Common Stock may not be available under the Plan in all states. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any Common Stock or other securities in any state or any other
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction.
 
  In order for the Company to maintain its qualification as a REIT, not more
than 50% in value of the Company's outstanding capital stock may be owned,
directly or indirectly, by five or fewer individuals (as defined in the
Internal Revenue Code of 1986, as amended the "Code"). The Company may
terminate, by written notice, at any time any Participant's individual
participation in the Plan if such participation would be in violation of the
restrictions contained in the Company's charter. Such restrictions prohibit,
subject to certain exceptions, any person, directly or indirectly (after
application of certain constructive ownership rules), from owning shares that
are, or are convertible into, more than 9.8% of the number of outstanding
shares of Common Stock or that have a value in excess of 9.8% of the value of
all outstanding shares of Company Stock. Any attempted transfer or acquisition
of any Company stock that would create a direct or indirect ownership of
Company stock in excess of this limit or otherwise result in disqualification
of the Company as a REIT will be null and void. The Company's charter provides
that Company stock subject to this limitation is subject to various rights of
the Company to enforce this limitation, including conversion of the shares
into nonvoting stock and transfer to a trust. The above summary of the
ownership limitation is qualified in its entirety by reference to the
Company's charter, as amended from time to time. The Company reserves the
right to invalidate any purchases made under the Plan that, in the Company's
sole discretion, may violate the 9.8% ownership limits. Any grant of a Request
for Waiver, as more fully described in Question 17, shall not be deemed to be
a waiver of such ownership limits.
 
6. HOW DOES AN ELIGIBLE PERSON PARTICIPATE?
 
  Record Owners may join the Plan by completing and signing an Authorization
Form and returning it to the Agent. Authorization Forms may be obtained at any
time by telephoning the Agent at (888) 697-7873. Additionally, each owner of
shares currently enrolled in the Company's prior Dividend Reinvestment Plan
will automatically be enrolled in this Plan unless such owner specifically
notifies the Agent to the contrary.
 
  Beneficial Owners who wish to join the Plan must instruct their bank, broker
or other nominee to arrange participation in the Plan on the Beneficial
Owner's behalf. The bank, broker or other nominee should then make
arrangements with its securities depository and the securities depository will
provide the Agent with the information necessary to allow the Beneficial Owner
to participate in the Plan. Should the Beneficial Owner wish to participate in
the Stock Purchase Program, a Broker and Nominee Form ("B&N Form") must also
be sent to the Agent for the bank, broker or other nominee to participate in
the Stock Purchase Program on behalf of the Beneficial Owner. See Question 8.
To facilitate participation by Beneficial Owners, the Company has made
arrangements with the Agent to reinvest dividends and accept optional cash
payments under the Stock Purchase Program by Record Owners such as brokers,
banks and other nominees, on behalf of Beneficial Owners.
 
                                       9

 
Interested Beneficial Owners are cautioned to insure that the broker, bank or
other nominee passes along the proceeds of any applicable discount to the
beneficiary's account.
 
  Alternatively, a Beneficial Owner may simply request that the number of
shares the Beneficial Owner wishes to be enrolled in the Plan be reregistered
by the bank, broker or other nominee in the Beneficial Owner's own name as
Record Owner in order to directly participate in the Plan.
 
  Non-owners may join the Plan as a Record Owner by making an initial
investment in an amount of at least $100 up to $10,000 (unless the maximum
limit is specifically waived by the Company, as discussed in Question 17). The
non-owner may request an Initial Purchase Form by telephoning the Agent at
(888) 697-7873. The new Participant may designate all, a portion or none of
the purchased shares to be enrolled in the Dividend Reinvestment Program. The
Initial Purchase Form should be returned to the Agent, with payment, on or
before the applicable dates discussed below.
 
  ANY PARTICIPANT WHO RETURNS A PROPERLY EXECUTED AUTHORIZATION FORM OR
INITIAL PURCHASE FORM TO THE AGENT WITHOUT SPECIFYING THE NUMBER OF SHARES TO
BE INCLUDED IN THE DIVIDEND REINVESTMENT PROGRAM WILL BE ENROLLED AS HAVING
SELECTED THE FULL DIVIDEND REINVESTMENT OPTION DESCRIBED BELOW. See Question 7
for other investment option information.
 
  If an Authorization Form requesting reinvestment of dividends is received by
the Agent at least five (5) business days before the Record Date established
for a particular dividend, reinvestment will commence with that dividend. If
an Authorization Form is received less than five (5) business days before the
Record Date established for a particular dividend, the reinvestment of
dividends will begin on the dividend payment date following the next Record
Date if such share owner or the participating bank, broker or other nominee is
still a holder of record. Additionally, for Participants wishing to make
optional cash payments to purchase shares under the Stock Purchase Program,
full payment must be received by the Agent by the Optional Cash Payment Due
Date. In the case of current non-owners making an initial investment to become
Participants, both the Initial Purchase Form and full payment of their
designated initial investment must be received by the Optional Cash Payment
Due Date. See also Questions 7 and 8.
 
7. WHAT DO THE AUTHORIZATION FORM AND INITIAL PURCHASE FORM PROVIDE?
 
  Both the Authorization Form and the Initial Purchase Form appoint the Agent
as agent for the Participant and directs the Company to pay to the Agent the
Participant's cash dividends on the Company Stock owned by the Participant on
the applicable Record Date and enrolled in the Dividend Reinvestment Program,
and thereafter including all whole and fractional shares of Common Stock
credited to the Participant's Plan account as they are added with each
reinvestment or optional cash purchase designated for reinvestment. Such cash
dividends with respect to shares enrolled in the Dividend Reinvestment Program
will be automatically reinvested by the Agent in shares of Common Stock. Any
remaining cash dividends not enrolled in the Dividend Reinvestment Program
will be paid directly to the Participant.
 
  Additionally, the Authorization Form and the Initial Purchase Form both
direct the Agent to purchase Common Stock with a Participant's optional cash
payments, if any, and whether to enroll all, a portion or none of such
purchased shares in the Dividend Reinvestment Program. See Question 8 for a
discussion of the B&N Form which is required to be used for optional cash
payments of a Beneficial Owner whose bank, broker or other nominee holds the
Beneficial Owner's shares in the name of a major securities depository.
 
  A Participant will specify on the Authorization Form or Initial Purchase
Form the extent of his or her participation in the Plan by selecting one of
the following investment options:
 
  Full Dividend Reinvestment--Dividends on all shares of Common Stock held by
  the Participant in the Plan or held in the Participant's own name outside
  of the Plan will be automatically reinvested; thus, the dividends on all
  such shares will automatically be reinvested in Common Stock at a discount
  (see Question 12) from the Market Price. In addition, the Participant may,
  at his or her discretion, make optional
 
                                      10

 
  cash payments to be used for purchases of additional Common Stock at a
  discount from the Market Price (see Question 12), subject to the
  limitations stated under Question 17.
 
  Partial Dividend Reinvestment--Except shares for which the Participant has
  specified he or she is to receive cash dividends, all of the shares of
  Common Stock held by the Participant in the Plan or outside the Plan will
  be subject to automatic dividend reinvestment; thus, the dividends on all
  but the specified shares will automatically be reinvested in Common Stock
  at a discount (see Question 12) from the Market Price. The Participant may
  also, at his or her discretion, make optional cash payments to be used for
  purchases of additional Common Stock at a discount from the Market Price
  (see Question 12), subject to the limitations stated under Question 17. For
  information regarding receiving dividend payments, via Automatic Clearing
  House ("ACH"), the Participant should call the Agent at (888) 697-7873.
 
  Optional Cash Only--None of the shares of Common Stock held by the
  Participant in the Plan or outside of the Plan will be subject to automatic
  dividend reinvestment; thus, the dividends on all shares will be paid to
  the Participant in cash. However, the Participant may, at his or her
  discretion, make optional cash payments to be used for purchases of Common
  Stock at a discount from the Market Price (see Question 12), subject to the
  limitations stated under Question 17. For information regarding receiving
  dividend payments, via Automatic Clearing House ("ACH"), the Participant
  should call the Agent at (888) 697-7873.
 
  Unless the Participant designates all, a portion or none of such new Plan
Shares for enrollment in the Dividend Reinvestment Program, the Participant
will be enrolled as having selected the Full Dividend Reinvestment Option.
 
  Each Participant may select any one of the options desired, and the
designated options will remain in effect until a Participant specifies
otherwise by indicating a different option on a new Authorization Form, by
withdrawing some or all shares from the Plan in favor of receiving cash
dividends or in order to sell the Participant's Common Stock (see Questions 26
and 27), or until the Plan is terminated.
 
  Participants may change their investment options at any time by requesting a
new Authorization Form and returning it to the Agent at the address set forth
in Question 35. Any Authorization Form which is returned to the Agent to
change a Participant's investment options will be effective in accordance with
the schedule described in the last paragraph of Question 6.
 
  ANY PARTICIPANT WHO RETURNS A PROPERLY EXECUTED AUTHORIZATION FORM OR
INITIAL PURCHASE FORM TO THE AGENT WITHOUT ELECTING AN INVESTMENT OPTION WILL
BE ENROLLED AS HAVING SELECTED THE FULL DIVIDEND REINVESTMENT OPTION.
 
8. WHAT DOES A B&N FORM PROVIDE?
 
  A Broker and Nominee instruction form ("B&N Form") provides the only means
other than redesignation of the stock in the Beneficial Owner's own name, by
which a bank, broker or other nominee holding shares of a Beneficial Owner in
the name of a major securities depository may invest optional cash payments on
behalf of such Beneficial Owner. A B&N Form must be delivered to the Agent
each time that such bank, broker or other nominee transmits Optional Cash
Payments on behalf of a Beneficial Owner. Forms will be furnished at any time
upon request to the Agent at the address or telephone number specified in
Question 35.
 
  Prior to submitting the B&N Form, the bank, broker or other nominee for a
Beneficial Owner must make arrangements with its securities depository and the
Agent in order to participate on behalf of the Beneficial Owner. See Questions
5 and 6.
 
  THE B&N FORM AND APPROPRIATE INSTRUCTIONS MUST BE RECEIVED BY THE AGENT NOT
LATER THAN THE OPTIONAL CASH PAYMENT DUE DATE EXCEPT THAT, WHEN USING A
REQUEST FOR WAIVER FORM, THE B&N FORM AND APPROPRIATE INSTRUCTIONS MUST BE
RECEIVED BY THE COMPANY NOT LATER THAN THREE (3) BUSINESS DAYS BEFORE THE
APPLICABLE OPTIONAL CASH PAYMENT DUE DATE OR THE PAYMENT WILL NOT BE INVESTED
UNTIL THE FOLLOWING INVESTMENT DATE.
 
                                      11

 
9. IS PARTIAL PARTICIPATION POSSIBLE UNDER THE PLAN?
 
  Yes. New investors, Record Owners or the bank, broker or other nominee for
Beneficial Owners may designate any desired number of their shares for which
dividends will be sent to them in cash. Except for any shares so designated,
all of the remaining shares of Common Stock held by the Participant in the
Plan or outside the Plan will be subject to automatic dividend reinvestment.
 
10. WHEN MAY AN ELIGIBLE SHARE OWNER JOIN THE PLAN?
 
  A Record Owner may join the Plan at any time. A non-owner may join the Plan
by making an initial investment of $100 to $10,000 (or more by permission of
the Company) when returning the Initial Purchase Form. See Question 7. Once in
the Plan, a Participant remains in the Plan until he or she withdraws from the
Plan, the Company terminates his or her participation in the Plan or the
Company terminates the Plan. See Question 27 regarding withdrawal from the
Plan.
 
11. WHAT ARE INVESTMENT DATES AND WHEN WILL DIVIDENDS OR OTHER MONEY BE
INVESTED?
 
  Shares purchased under the Plan will be purchased on the "Investment Date"
in each month. The Investment Date with respect to the Common Stock acquired
pursuant to dividend reinvestments will be (i) if acquired directly from the
Company, the quarterly dividend payment date declared by the Board of
Directors or (ii) in the case of open market purchases, the date or dates of
actual investment, but no later than ten (10) business days following the
dividend payment date. See Question 18 for detailed information concerning
Investment Dates for optional cash payments under the Stock Purchase Program.
 
  If open market purchases are made by the Agent, such purchases may be made
on any securities exchange where shares of Common Stock are traded, in the
over-the-counter market or by negotiated transactions, and may be subject to
such terms with respect to price, delivery and other matters as agreed to by
the Agent. Neither the Company nor any Participant shall have any authority or
power to direct the time or price at which shares will be purchased or the
selection of the broker or dealer through or from whom purchases are to be
made by the Agent. However, when open market purchases are made by the Agent,
the Agent will use its best efforts to purchase the shares at the lowest
possible price.
 
  Shares will be allocated and credited to Participants' Plan accounts on the
appropriate Investment Date.
 
      NO INTEREST WILL BE PAID TO PARTICIPANTS ON CASH DIVIDENDS PENDING
            INVESTMENT OR REINVESTMENT UNDER THE TERMS OF THE PLAN.
 
                        PURCHASES AND PRICES OF SHARES
 
12. WHAT WILL BE THE PRICE TO PARTICIPANTS OF SHARES PURCHASED UNDER THE PLAN?
 
  With respect to reinvested dividends and optional cash payments that do not
exceed $10,000 (see Question 17 for a discussion of the discount applicable to
optional cash payments in excess of $10,000), unless shares are purchased on
the open market, shares will be purchased directly from the Company for the
Plan at a discount from the Market Price (as defined below) established by the
Company from time to time (ranging from 0% to 3%). If shares are purchased on
the open market for the Plan, Participants may receive a discount from the
Market Price, established by the Company from time to time (ranging from 0% to
3%) after including the amount of any brokerage commissions. In the case of
open market purchases, in no event will the aggregate amount of (i) any
applicable brokerage commissions as described in Question 21 below plus (ii)
any discount from the Market Price exceed the lesser of 3% of the fair market
value of the Common Stock (a) at the time of purchase or (b) on the Investment
Date. In the case of purchases from the Company, in no event will the discount
from the Market Price exceed 5% of the fair market value of the Common Stock
on the Investment Date.
 
                                      12

 
  Each of the discounts is subject to change from time to time (but will not
vary from the range of 0% to 3%) and is also subject to discontinuance at the
Company's discretion at any time based on a number of factors, including
current market conditions, the level of participation in the Plan and the
Company's current and projected capital needs. Except with respect to the
Waiver Discount, the Company will provide Participants with written notice of
a change in the applicable discount via an appropriate press release at least
30 calendar days prior to the relevant Record Date for dividend reinvestments
or Investment Date for optional cash payments. To inquire as to the applicable
discounts in effect at a given time for reinvested dividends and optional cash
payments less than $10,000 per quarter, Participants may telephone the Agent
at (888) 697-7873.
 
  The "Market Price," in the case of shares purchased directly from the
Company, will be the greater of (i) the average of the daily high and low
sales prices, computed to three decimal places, of the Common Stock on the
NYSE or other applicable securities exchange, as reported in the Wall Street
Journal, during the "Pricing Period" (i.e., the ten (10) days on which the
NYSE is open and for which trades in the Company's Common Stock are reported
(each a "Trading Day") immediately preceding the relevant Investment Date, or,
if no trading occurs in the Common Stock on one or more of such days, for the
10 days immediately preceding the Investment Date for which trades are
reported) or (ii) the average high and low sales prices, as so computed, of
the Common Stock on the Investment Date. In the case of shares purchased on
the open market, the "Market Price" will be the weighted average of the actual
prices paid (including any brokerage commissions), computed to three decimal
places, for all of the Common Stock purchased by the Agent with all
Participants' reinvested dividends and optional cash payments for the related
month and/or quarter, as applicable.
 
  If the Company determines that the Agent should purchase shares in open
market purchases rather than directly from the Company, neither the Company
nor any Participant shall have any authority or power to direct the time or
price at which shares will be purchased or the selection of the broker or
dealer through or from whom purchases are to be made by the Agent. However,
when open market purchases are made by the Agent, the Agent will use its best
efforts to purchase the shares at the lowest possible price.
 
13. WHAT ARE THE RECORD DATES FOR DIVIDEND REINVESTMENT?
 
  For the reinvestment of dividends, the "Record Date" is the record date
declared by the Company's Board of Directors for such dividend. Likewise, the
dividend payment date declared by the Board of Directors constitutes the
Investment Date. See Question 11 for further details about Investment Dates.
Please refer to Questions 11, 18 and 19 for a discussion of the Investment
Dates and Optional Cash Payment Due Dates applicable to optional cash
payments. See Question 42 for a discussion of the payment dates for dividends.
 
14. HOW WILL THE NUMBER OF SHARES PURCHASED FOR A PARTICIPANT BE DETERMINED?
 
  A Participant's account in the Plan will be credited with the number of
shares, including fractions computed to three decimal places, equal to the
total amount to be invested on behalf of such Participant divided by the
applicable discounted Market Price (i.e., the Market Price per share as
calculated pursuant to the methods described in Question 12, as applicable,
minus the relevant discount). The total amount to be invested will depend on
the amount of dividends paid on the number of shares owned by the Participant
and designated for reinvestment, plus dividends on the Plan Shares in such
Participant's Plan account designated for reinvestment and the amount of any
optional cash payments made by such Participant and available for investment
on the related Investment Date. Subject to the availability of shares of
Common Stock registered for issuance under the Plan, there is no total maximum
number of shares available for issuance pursuant to the reinvestment of
dividends.
 
 
                                      13

 
15. WHAT IS THE SOURCE OF COMMON STOCK PURCHASED UNDER THE PLAN?
 
  Plan Shares will be purchased either directly from the Company or on the
open market, or by a combination of the foregoing, at the option of the
Company, after a review of current market conditions and the Company's current
and projected capital needs. The Company will determine the source of the
Common Stock to be purchased under the Plan. Neither the Company nor the Agent
will be required to provide any written notice to
Participants as to the source of the Common Stock to be purchased under the
Plan, but current information regarding the source of the Common Stock may be
obtained by contacting the Company at (847) 562-4102.
 
16. HOW DOES THE STOCK PURCHASE PROGRAM WORK?
 
  All current Record Owners and non-owners who have timely submitted signed
Authorization Forms or Initial Purchase Forms, as applicable, indicating their
intention to participate in this program of the Plan, and Beneficial Owners
whose brokers, banks or other nominees have timely indicated their intention
to participate in this program (except for Beneficial Owners whose brokers,
banks or other nominees hold the shares of the Beneficial Owners in the name
of a major securities depository), are eligible to make optional cash payments
during any quarter, whether or not a dividend is declared. If a bank, broker
or other nominee holds shares of a Beneficial Owner in the name of a major
securities depository, optional cash payments must be made through the use of
a B&N Form. See Question 8. Optional cash payments must be accompanied by an
Authorization Form, Initial Purchase Form, or a B&N Form, as applicable. Each
month the Agent will apply any optional cash payment received from a
Participant no later than the Optional Cash Payment Due Date to the purchase
of additional shares of Common Stock for the account of the Participant on the
following Investment Date (as defined in Questions 11 and 18) and will enroll
all, a portion or none of such shares in the Dividend Reinvestment Program as
so directed by the Participant on the Authorization Form, Initial Purchase
Form, or B&N Form.
 
17. WHAT LIMITATIONS APPLY TO OPTIONAL CASH PAYMENTS?
 
  Minimum/Maximum Limits. For any Investment Date, each optional cash payment
is subject to a minimum of $100 and a maximum of $10,000 (less any optional
cash payments made as of any other Investment Dates in the same calendar
quarter). See Question 18 regarding the determination of Investment Dates for
optional cash payments. For purposes of these limitations, all Plan accounts
under common control, management or representation by a bank, broker or other
nominee on a single B&N Form will be aggregated. Optional cash payments of
less than $100 and that portion of any optional cash payment which exceeds the
maximum quarterly purchase limit of $10,000, unless such maximum limit has
been waived by the Company, will be returned to the Participant without
interest at the end of the relevant Pricing Period.
 
  Threshold Price. At least five (5) business days prior to the Optional Cash
Payment Due Date, the Company may establish for any Pricing Period a minimum
price (the "Threshold Price") applicable to optional cash payments made
pursuant to Requests for Waiver. If established for any Pricing Period, the
Threshold Price will be stated as a dollar amount that the average of the high
and low sales price of the Common Stock on the NYSE, or other applicable
securities exchange, for each day of the applicable Pricing Period must equal
or exceed. In the event that the Threshold Price is not satisfied for a
Trading Day in the Pricing Period, then that day and the trading prices for
that day will be excluded from that Pricing Period. Thus, for example, if the
Threshold Price is not satisfied for 3 of the 10 days in a Pricing Period, the
average sales price for purchases and the optional cash payments which may be
invested will be based on the remaining 7 days when the Threshold Price is
satisfied. For each day during the Pricing Period for which the Threshold
Price is not satisfied, 1/10 of each optional cash payment made pursuant to a
Request for Waiver will be returned to such Participant by check, without
interest, as soon as practicable after the applicable Investment Date.
 
                                      14

 
  The establishment of a Threshold Price and the possible return of a portion
of the investment applies only to optional cash payments made pursuant to a
Request for Waiver. Setting a Threshold Price for a Pricing Period shall not
affect the setting of a Threshold Price for any subsequent Pricing Period.
Neither the Company nor the Agent will be required to provide any written
notice to Participants as to the Threshold Price for any Pricing Period.
 
  Waiver Discount. Each month the Company may establish a discount from the
Market Price applicable only to optional cash payments made pursuant to a
Request for Waiver. Such discount (the "Waiver Discount") may be between 0%
and 3% of the purchase price and may vary each month, but once established
will uniformly apply to all optional cash payments made pursuant to an
approved Request for Waiver for that month. Setting a Waiver Discount for a
particular month will not affect the setting of a Waiver Discount for any
subsequent month. The Waiver Discount will apply to the entire optional cash
payment and not just the portion that exceeds $10,000. The establishment of a
Waiver Discount applies only to optional cash payments made pursuant to a
Request for Waiver.
 
  Request for Waiver. Optional cash payments in excess of the aggregate
$10,000 limit per Participant per quarter may be made only pursuant to a
Request for Waiver approved by the Company. Participants who wish to submit an
optional cash payment in excess of this $10,000 quarterly limit must obtain
the prior written approval of the Company, and a copy of such written approval
must accompany any such optional cash payment. In order to receive a Request
for Waiver Form, Participants should request the form from the Company via
facsimile addressed to the Company's Investor Relations Department at (847)
480-1893. At least five (5) business days prior to the applicable Optional
Cash Payment Due Date for an Investment Date, the Company will determine
whether to establish a Threshold Price and/or a Waiver Discount. This
determination will be made by the Company in its discretion after a review of
such considerations as transaction costs, current market conditions, the level
of participation in the Plan, and current and projected capital needs.
Participants may ascertain whether a Threshold Price has been set or waived,
and obtain the Waiver Discount, for the given Pricing Period by telephoning
the Company at (847) 562-4102. A Request for Waiver must then be received by
the Company via U.S. mail or facsimile addressed to the Company's Investor
Relations Department at (847) 480-1893 for that month at least three (3)
business days before the Optional Cash Payment Due Date. The Company will then
notify the Participant if the Request for Waiver has been approved no later
than one business day prior to the Optional Cash Payment Due Date. Please
refer to Question 19 for further procedural details with respect to submitting
timely payments and the allowable period within which bank clearance must be
achieved.
 
  For a list of expected dates by which the Threshold Price and Waiver
Discount will be set in 1998, 1999 and 2000, see Schedule A.
 
  THE COMPANY HAS SOLE DISCRETION WHETHER TO GRANT ANY APPROVAL FOR OPTIONAL
CASH PAYMENTS IN EXCESS OF THE ALLOWABLE MAXIMUM AMOUNT. In deciding whether
to approve a Request for Waiver, the Company will consider a variety of
relevant factors including, but not limited to, transaction costs, whether the
Plan is then acquiring newly issued shares directly from the Company or
acquiring shares in the open market, the Company's need for additional funds,
the attractiveness of obtaining such additional funds through the sale of
Common Stock as compared to other sources of funds, the purchase price likely
to apply to any sale of Common Stock, the Participant submitting the request,
the extent and nature of such Participant's prior participation in the Plan,
the number of shares of Common Stock held of record by such Participant and
the aggregate amount of optional cash payments in excess of $10,000 for which
Requests for Waiver have been submitted by all Participants. If Requests for
Waiver are submitted for any Investment Date for an aggregate amount in excess
of the amount the Company is then willing to accept, the Company may honor
such requests in order of receipt, pro rata or by any other method that the
Company in its sole discretion determines to be appropriate. Each
determination shall be final. Subject to the availability of registered shares
of Common Stock under the Plan, there is no pre-established maximum limit
applicable to optional cash payments that may be made pursuant to approved
Requests for Waiver.
 
                                      15

 
18. WHAT ARE THE DUE DATES AND INVESTMENT DATES FOR OPTIONAL CASH PAYMENTS?
 
  Optional cash payments will be invested every month on the related
Investment Date. The "Optional Cash Payment Due Date" is one business day
prior to the commencement of the related Pricing Period and the "Investment
Date" is on or about the last business day of each month or, in the case of
open market purchases, no later than the tenth business day of the next
succeeding month.
 
  Optional cash payments received by the Agent by the Optional Cash Payment
Due Date will be applied to the purchase of shares of Common Stock on the
Investment Date which relates to that Pricing Period. No interest will be paid
by the Company or the Agent on optional cash payments held pending investment.
Generally, optional cash payments received after the Optional Cash Payment Due
Date will be held for investment on the Investment Date relating to the next
applicable Pricing Period; Participants will not earn interest on such
optional cash payments pending investment.
 
19. WHEN MUST OPTIONAL CASH PAYMENTS BE RECEIVED BY THE AGENT?
 
  Each month the Agent will apply an optional cash payment for which good
funds are timely received to the purchase of shares of Common Stock for the
account of the Participant on the next Investment Date. See Question 18. In
order for funds to be invested on the next Investment Date, the Agent must
have received a check or money order by the Optional Cash Payment Due Date and
such check or money order must have cleared before the related Investment
Date. In lieu of a check or money order, participants may make special
arrangements for electronic funds transfers ("EFT") from a predesignated
account if approved in advance by the Agent (for information regarding payment
by EFT, the Participant should contact the Agent at (888) 697-7873). To
qualify for this option the Participant must be enrolled by the last day of
the month preceding the Investment Date. Funds will be debited from the
Participant's account one business day prior to the pricing period. If the
Participant makes a payment via EFT, the Participant may be charged fees by
the bank initiating the transfer. Checks and money orders are accepted subject
to timely collection as good funds and verification of compliance with the
terms of the Plan. Checks or money orders should be made payable to
"BankBoston, N.A.--Bradley Real Estate, Inc. DRSPP." Checks returned for any
reason will not be resubmitted for collection. Please note that third party
checks will not be accepted and that the optional cash payments must be in
U.S. dollars drawn against a U.S. Bank. In addition, a fee of $25.00 will be
charged on any insufficient funds checks or EFTs. The Agent may place a hold
on a Participant's account until the fee is received, or the Agent may sell
shares from a Participant's account to satisfy the amount.
 
  NO INTEREST WILL BE PAID TO PARTICIPANTS BY THE COMPANY OR THE AGENT ON
OPTIONAL CASH PAYMENTS HELD PENDING INVESTMENT. SINCE NO INTEREST IS PAID TO
PARTICIPANTS ON CASH HELD BY THE AGENT, IT NORMALLY WILL BE IN THE BEST
INTEREST OF A PARTICIPANT TO DEFER OPTIONAL CASH PAYMENTS UNTIL SHORTLY BEFORE
THE OPTIONAL CASH PAYMENT DUE DATE.
 
  In order for payments to be invested on the Investment Date, in addition to
the timely receipt of good funds, the Agent must have received an
Authorization Form, the Initial Purchase Form, or a B&N Form, as appropriate.
See Questions 6 and 8.
 
20. MAY OPTIONAL CASH PAYMENTS BE RETURNED?
 
  Upon telephone or written request to the Agent received at least five (5)
business days prior to the Optional Cash Payment Due Date for the Investment
Date with respect to which optional cash payments have been delivered to the
Agent, such optional cash payments will be returned to the Participant as soon
as practicable. Requests received less than five (5) business days prior to
such date will not be returned but instead will be invested on the next
related Investment Date. Additionally, a portion of each optional cash payment
will be returned by check, without interest, as soon as practicable after the
Investment Date for each Trading Day of the Pricing Period that does not meet
the Threshold Price, if any, applicable to optional cash payments made
pursuant to Requests for Waiver. See Question 17. Also, each optional cash
payment, to the extent that it does not either conform to the limitations
described in Question 18 or clear within the time limit described in Question
19, will be subject to return to the Participant as soon as practicable.
 
                                      16

 
21. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH THEIR
PARTICIPATION UNDER THE PLAN?
 
  Participants will incur no brokerage commissions or service charges in
connection with the reinvestment of dividends and in connection with all
purchases made pursuant to optional cash payments under the Plan except that,
if the Company purchases shares on the open market for the Plan, any brokerage
commissions will be included in the Market Price prior to calculating the
Participant's discount, if applicable. See Question 12. The Company will pay
all other costs of administration of the Plan. Additionally, Participants may
elect to send the certificates for their other shares of Common Stock to the
Agent for safekeeping, and there is no fee for this service. However,
Participants who request that the Agent sell all or any portion of their
shares (see Question 27) must pay a nominal fee per transaction to the Agent,
any related brokerage commissions and applicable stock transfer taxes.
 
                            REPORTS TO PARTICIPANTS
 
22. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
 
  Each Participant in the Plan will receive an annual statement regarding his
or her account. Each Participant will also receive a statement of his or her
account following each purchase of additional shares. These statements are the
Participant's continuing record of the cost of purchases and should be
retained for income tax purposes. In addition, Participants will receive
copies of other communications sent to holders of Common Stock, including the
Company's annual report to its share owners, the notice of annual meeting and
proxy statement in connection with its annual meeting of share owners and
Internal Revenue Service information for reporting dividends paid.
 
                            DIVIDENDS ON FRACTIONS
 
23. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON FRACTIONS OF SHARES?
 
  Yes. Any fractional share held in a Participant's Plan account that has been
designated for participation in the Dividend Reinvestment Program of the Plan
will receive a proportionate amount of any dividend declared on the Common
Stock.
 
                            CERTIFICATES FOR SHARES
 
24. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED?
 
  Normally, Common Stock purchased for Participants under the Plan will be
held in the name of the Agent or its nominee. No certificates will be issued
to Participants for shares in the Plan unless a Participant submits a written
request to the Agent or until participation in the Plan is terminated. At any
time, a Participant may request the Agent to send a certificate for some or
all of the whole shares credited to a Participant's account. This request
should be mailed to the Agent at the address set forth in the answer to
Question 35. There is no fee for this service. Any remaining whole shares and
any fractions of shares will remain credited to the Plan account. Certificates
for fractional shares will not be issued under any circumstances.
 
  A Participant may also elect to deposit with the Agent certificates for the
Participant's other shares of Common Stock registered in his or her name for
safekeeping under the Plan without charge. Because the Participant bears the
risk of loss in sending certificates to the Agent, certificates should be sent
by registered mail, return receipt requested, and properly insured to the
address specified in Question 35 below. If certificates are later issued
either upon request of the Participant or upon termination of participation,
new, differently numbered certificates will be issued.
 
25. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED?
 
  Each Plan account is maintained in the name in which the related
Participant's certificates were registered at the time of enrollment in the
Plan. Stock certificates for those shares purchased under the Plan will be
similarly
 
                                      17

 
registered when issued upon a Participant's request. If a Participant is a
Beneficial Owner, such request must be placed through such Participant's
banker, broker or other nominee. See Question 6. A Participant who wishes to
pledge shares credited to such Participant's Plan account must first withdraw
such shares from the Plan account. See Question 38.
 
                          WITHDRAWALS AND TERMINATION
 
26. WHEN MAY PARTICIPANTS WITHDRAW FROM THE PLAN?
 
  Participants may withdraw from the Plan with respect to all or a portion of
the shares held in their Plan accounts at any time. If the request to withdraw
is received prior to a dividend Record Date set by the Board of Directors for
determining share owners of record entitled to receive a dividend, the request
will be processed within five (5) business days following receipt of the
request by the Agent.
 
  If the request to withdraw is received by the Agent on or after a dividend
Record Date, but before the payment date, the Agent, in its sole discretion,
may either pay such dividend in cash or reinvest it in shares for the
Participant's Plan account. The request for withdrawal will then be processed
as promptly as possible following such dividend payment date. All dividends
subsequent to such dividend payment date will be paid in cash unless the share
owner re-enrolls in the Plan, which may be done at any time.
 
  Any optional cash payments which have been sent to the Agent prior to a
request for withdrawal will also be invested on the next Investment Date
unless a Participant expressly requests return of that payment in the request
for withdrawal, and the request for withdrawal is received by the Agent at
least five (5) business days prior to the Optional Cash Payment Due Date.
 
27. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
 
  A Participant who wishes to withdraw from the Plan with respect to all or a
portion of the shares held in his or her Plan account must notify the Agent in
writing at its address set forth in the answer to Question 35. Upon a
Participant's withdrawal from the Plan or termination of the Plan by the
Company, certificates for the appropriate number of whole shares credited to
his or her account under the Plan will be issued free of charge. A cash
payment will be made for any fraction of a share.
 
  Upon withdrawal from the plan, a Participant may also request in writing
that the Agent sell all or part of the shares credited to his or her Plan
account. The Agent will sell the shares as requested generally within five (5)
business days following receipt of the request for sale. The Participant will
receive the proceeds of the sale, less a nominal fee per transaction paid to
the Agent, any brokerage fees or commissions and any applicable stock transfer
taxes, generally within five (5) business days of the sale.
 
28. ARE THERE ANY AUTOMATIC TERMINATION PROVISIONS?
 
  Participation in the Plan will be terminated if the Agent receives written
notice of the death or adjudicated incompetency of a Participant, together
with satisfactory supporting documentation of the appointment of a legal
representative at least five (5) business days before the next Record Date for
purchases made through the reinvestment of dividends or Optional Cash Payment
Due Date for such payments, as applicable. In the event written notice of
death or adjudicated incompetency and such supporting documentation is
received by the Agent less than five (5) business days before the next Record
Date or Optional Cash Payment Due Date for purchases made through the
reinvestment of dividends or optional cash payments, as applicable, shares
will be purchased for the Participant with the related cash dividend or
optional cash payment and participation in the Plan will not terminate until
after such dividend or payment has been reinvested. Thereafter, no additional
purchase of shares will be made for the Participant's account and the
Participant's Plan Shares and any cash dividends paid thereon will be
forwarded to such Participant's legal representative.
 
                                      18

 
                               OTHER INFORMATION
 
29. WHAT HAPPENS TO A PARTICIPANT'S PLAN SHARES IF THE PARTICIPANT SELLS OR
   TRANSFERS ALL COMPANY STOCK REGISTERED IN THE PARTICIPANT'S NAME?
 
  If a Participant who is a Record Holder sells or transfers all of the shares
registered in the Participant's name, the Participant will still remain in the
Plan with respect to any Plan Shares held by the Agent and will continue to
earn dividends unless the Participant notifies the Agent to terminate
participation by giving the Agent a withdrawal notice prior to the next
relevant dividend Record Date. See Question 27.
 
30. WHAT HAPPENS IF THE COMPANY DECLARES A DIVIDEND PAYABLE IN SHARES OR
DECLARES A STOCK SPLIT?
 
  Any dividend payable in shares and any additional shares distributed by the
Company in connection with a stock split in respect of shares credited to a
Participant's Plan account will be added to that account. Stock dividends or
split shares which are attributable to shares registered in a Participant's
own name and not in his or her Plan account will either be mailed directly to
the Participant or deposited into book entry with the Agent as in the case of
share owners not participating in the Plan.
 
31. HOW WILL SHARES HELD BY THE AGENT BE VOTED AT MEETINGS OF SHARE OWNERS?
 
  If the Participant is a Record Owner, the Participant will receive a proxy
card covering both directly held shares and shares held in the Plan. If the
Participant is a Beneficial Owner, the Participant should receive a proxy
covering shares held in the Plan from his or her bank, broker or other
nominee.
 
  If a proxy is returned properly signed and marked for voting, all of the
shares covered by the proxy will be voted as marked. If a proxy is returned
properly signed but no voting instructions are given, all of the Participant's
shares will be voted in accordance with recommendations of the Board of
Directors of the Company, unless applicable laws require otherwise. If the
proxy is not returned, or if it is returned unexecuted or improperly executed,
shares registered in a Participant's name may be voted only by the Participant
in person.
 
32. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND THE AGENT UNDER THE PLAN?
 
  The Company and the Agent will not be liable in administering the Plan for
any act done in good faith or required by applicable law or for any good faith
omission to act including, without limitation, any claim of liability arising
out of failure to terminate a Participant's account upon his or her death,
with respect to the price at which shares are purchased and/or the times when
such purchases are made or with respect to any fluctuation in the market value
before or after purchase or sale of shares. Notwithstanding the foregoing,
nothing contained in the Plan limits the Company's liability with respect to
alleged violations of federal securities laws.
 
  The Company and the Agent will be entitled to rely on completed forms and
the proof of due authority to participate in the Plan, without further
responsibility of investigation or inquiry.
 
33. MAY THE PLAN BE CHANGED OR DISCONTINUED?
 
  Yes. The Company may suspend, terminate, or amend the Plan at any time.
Notice will be sent to Participants of any suspension or termination, or of
any amendment that alters the Plan terms and conditions, as soon as
practicable after such action by the Company. The Company may also substitute
another administrator or agent in place of the Agent at any time; Participants
will be promptly informed of any such substitution. Any questions of
interpretation arising under the Plan will be determined by the Company and
any such determination will be final.
 
34. WHO BEARS THE RISK OF MARKET FLUCTUATIONS IN THE COMPANY'S COMMON STOCK?
 
  A Participant's investment in shares held in the Plan account is no
different from his or her investment in directly held shares. The Participant
bears the risk of any loss and enjoys the benefits of any gain from market
price changes with respect to such shares.
 
                                      19

 
35. WHO SHOULD BE CONTACTED WITH QUESTIONS ABOUT THE PLAN?
 
  All correspondence regarding the Plan should be directed to:
 
  BankBoston, N.A.
  c/o Boston EquiServe Limited Partnership
  P.O. Box 8040
  Boston, MA 02266-8040
  Telephone: (888) 697-7873
 
  Please reference Bradley Real Estate, Inc. and this Plan in all
correspondence.
 
36. HOW IS THE PLAN INTERPRETED?
 
  Any questions of interpretation arising under the Plan will be determined by
the Company and any such determination will be final. The Company may adopt
rules and regulations to facilitate the administration of the Plan. The terms
and conditions of the Plan and its operation will be governed by the laws of
the State of Maryland, the State in which the Company is incorporated, except
that the standard of care of the Agent in the performance of its functions in
administering the Plan will be governed by the laws of the Commonwealth of
Massachusetts.
 
37. WHAT ARE SOME OF THE PARTICIPANT RESPONSIBILITIES UNDER THE PLAN?
 
  Plan Shares are subject to escheat to the state in which the Participant
resides in the event that such shares are deemed, under such state's laws, to
have been abandoned by the Participant. Participants, therefore, should notify
the Agent promptly in writing of any change of address. Account statements and
other communications to Participants will be addressed to them at the last
address of record provided by Participants to the Agent.
 
  Participants will have no right to draw checks or drafts against their Plan
accounts or to instruct the Agent with respect to any shares of Common Stock
or cash held by the Agent except as expressly provided herein.
 
38. MAY SHARES IN A PARTICIPANT'S ACCOUNT BE PLEDGED?
 
  None of the shares of Common Stock credited to a Participant's Plan account
may be pledged and any such purported pledge will be void. If a Participant
wishes to pledge shares, those shares must be withdrawn from the Plan. See
Question 27 regarding withdrawal of Plan Shares.
 
39. IF THE COMPANY ISSUES RIGHTS TO PURCHASE SECURITIES TO THE HOLDERS OF
   COMMON STOCK, HOW WILL THE RIGHTS ON PLAN SHARES BE HANDLED?
 
  In the event that the Company makes available to the holders of its Common
Stock rights to purchase additional shares of Common Stock or any other
securities, the Agent will sell such rights (if such rights are saleable and
detachable from the Common Stock) accruing to shares of Common Stock held by
the Agent for Participants and invest the proceeds in additional shares of
Common Stock on the next dividend payment date for the Common Stock. In the
event such rights are not saleable or detachable, the Plan will hold such
rights for the benefit of Participants. A Participant who wishes to receive
directly any such rights may do so by sending to the Agent, at least five
business days before the rights offering record date, a written request that
certificates for shares in his or her account be sent to him or her.
 
                                      20

 
                   CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
 
40. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
 
  The following summary is based upon interpretations of current federal tax
law. It is important for participants to consult their own tax advisers to
determine particular tax consequences, including state income tax (and other
taxes, such as stock transfer tax) consequences, which vary from state to
state and which may result from participation in the Plan and subsequent
disposition of shares acquired pursuant to the Plan. Income tax consequences
to Participants residing outside the United States will vary from jurisdiction
to jurisdiction.
 
Dividend Reinvestment Program
 
  Participants in the Dividend Reinvestment Program under the Plan will be
treated for federal income tax purposes as having received, on the Investment
Date, a distribution in an amount equal to the fair market value on that date
of the shares acquired with reinvested dividends. Such shares will have a tax
basis equal to the same amount. For federal income tax purposes, the fair
market value of shares acquired under the Plan will likely be treated as equal
to 100% of the average of the high and low sale prices of shares on the
related Investment Date. The trading value on that specific date may vary from
the Market Price determined under the Plan for such shares.
 
  Such distribution will be taxable as a dividend to the extent of the
Company's current or accumulated earnings and profits. To the extent the
distribution is in excess of the Company's current or accumulated earnings and
profits, the distribution will be treated first as a tax-free return of
capital, reducing the tax basis in a Participant's shares, and the
distribution in excess of a Participant's tax basis will be taxable as gain
realized from the sale of its shares.
 
  This treatment, and the examples set forth below, may vary in the case of
Participants who are holders of Units of the Operating Partnership and whose
Operating Partnership distributions are being reinvested.
 
EXAMPLE 1:
 
  The following example may be helpful to illustrate the federal income tax
consequences of the reinvestment of dividends at a 3% discount from the Market
Price where the fair market value for tax purposes is the same as the Market
Price and where none of the dividends constitutes a tax-free return of
capital.
 
                                                                 
   Cash dividends reinvested.......................................... $100.00
   Assumed Market Price*.............................................. $ 20.00
   Less 3% discount per share......................................... $ (0.60)
                                                                       -------
   Net purchase price per share....................................... $ 19.40
   Number of shares purchased ($100.00/$19.40)........................   5.155
   Total taxable dividend resulting from transaction (5.155 x
    $20.00)**......................................................... $103.10

   
  --------
  *  This price is assumed for illustrative purposes only, and will vary
     with the market price of the Common Stock.
  ** Assumes trading price on Investment Date also equals $20.00.
 
Stock Purchase Program
 
  The tax consequences relating to a discount associated with an optional cash
purchase are not entirely clear under current law. Nonetheless, the Internal
Revenue Service (the "IRS") has indicated in recent private rulings issued to
other REITs that the discount associated with an optional cash purchase will
be treated as a distribution to a participant in that REIT's dividend
reinvestment and optional cash purchase plan if and only if that participant
also is enrolled in the dividend reinvestment program aspect of that plan at
the time of the optional cash purchase. Accordingly, if the Participant is
enrolled in the Dividend Reinvestment Program, then the Participant should be
treated as having received a distribution, upon the purchase of shares with an
optional cash payment, in an amount equal to the excess, if any, of the fair
market value of the shares on the Investment Date
 
                                      21

 
over the amount of the optional cash payment. However, if the Participant is
not enrolled in the Dividend Reinvestment Program, then the Participant should
not be treated as having received a distribution on account of the discount
associated with the optional cash purchase. Participants should be aware that
the private rulings described above are not binding on the IRS with respect to
the Plan and that the tax characterization of discounts on optional cash
purchases remains unsettled. Notwithstanding the private rulings described
above, the Company also may determine that it should report and/or the IRS may
require that the Company and Participants treat the excess value of shares
acquired under the Stock Purchase Program as a distribution regardless of
whether such Participants are enrolled in the Dividend Reinvestment Plan.
PARTICIPANTS ARE STRONGLY ENCOURAGED TO CONSULT THEIR OWN TAX ADVISORS IN THIS
REGARD.
 
  Shares acquired through the Stock Purchase Program under the Plan should
have a tax basis equal to the amount of the payment plus the excess, if any,
of the fair market value of the shares purchased over the amount of the
payment, but only to the extent such excess is treated as a distribution
taxable as a dividend. The fair market value on an Investment Date may differ
from the Market Price determined under the Plan for such shares.
 
EXAMPLE 2:
 
  The following example may be helpful to illustrate the federal income tax
consequences of the optional cash payment feature at a 3% discount from the
Market Price where the fair market value for tax purposes differs from the
Market Price and where the Participant also is enrolled in the Dividend
Reinvestment Plan and where none of the dividends constitutes tax-free return
of capital.
 
                                                                  
   Optional cash payment..............................................  $100.00
   Assumed Market Price*..............................................  $ 20.00
   Less 3% discount per share.........................................  $ (0.60)
                                                                        -------
   Net purchase price per share.......................................  $ 19.40
   Number of shares purchased ($100.00/$19.40)........................    5.155
   Total taxable dividend resulting from transaction (5.155 x $20.50--
    $100.00)**........................................................  $ 5.678

   
  --------
  *  This price is assumed for illustrative purposes only, and will vary with
     the market price of Common Stock.
  ** This example assumes a trading price on the Investment Date of $20.50.
 
  A Participant's holding period for shares acquired pursuant to either
program under the Plan will begin on the day following the Investment Date.
Dividends received by corporate share owners will not be eligible for the
dividends received deduction.
 
  A Participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the Participant's account, either
upon the Participant's request for certain of those shares or upon termination
of participation in the Plan. A Participant will realize gain or loss upon the
sale or exchange of shares acquired under the Plan. A Participant will also
realize gain or loss upon receipt, following termination of participation in
the Plan, of a cash payment for any fractional share equivalent credited to
the Participant's account. The amount of any such gain or loss will be the
difference between the amount that the Participant received for the shares or
fractional share equivalent and the tax basis thereof.
 
41. HOW ARE INCOME TAX WITHHOLDING PROVISIONS APPLIED TO SHARE OWNERS WHO
PARTICIPATE IN THE PLAN?
 
  If a Participant fails to provide certain federal income tax certifications
in the manner required by law, dividends on shares of Common Stock, proceeds
from the sale of fractional shares and proceeds from the sale of shares held
for a Participant's account will be subject to federal income tax withholding
at the rate of 31%. If withholding is required for any reason, the appropriate
amount of tax will be withheld. Certain share owners (including most
corporations) are, however, exempt from the above withholding requirements.
 
  If a Participant is a foreign share owner whose dividends are subject to
federal income tax withholding at the 30% rate (or a lower treaty rate), the
appropriate amount will be withheld and the balance in shares will be credited
to such Participant's account.
 
                                      22

 
                                   DIVIDENDS
 
42. WHEN DOES THE COMPANY PAY ITS DIVIDENDS, AND WHAT ARE THE RELATED
   INVESTMENT DATES FOR REINVESTED DIVIDENDS?
 
  The Company has paid regular quarterly dividends since its organization in
1961. The payment of each dividend is subject to declaration by the Board of
Directors. The Board's current practice is to declare regular quarterly
dividends that are payable on the last business day of each March, June,
September and December to share owners of record on a specified date at least
a week prior to the payment date. Promptly after each declaration, the Company
issues a press release and notifies the NYSE and the Agent of the amount of,
and the record and payment dates for, each such dividend. The Investment Date
for Common Stock acquired pursuant to the reinvestment of a dividend is the
payment date for such dividend, except in the case of open market purchases,
when the Investment Date is the date or dates of such purchases but no later
than ten (10) business days after such dividend payment date.
 
  The source of the dividends from the Company is distributions from the
Operating Partnership. The Operating Partnership makes distributions to
holders of Units other than the Company in the same amount per Unit as the
Company pays to the holders of Common Stock, with the record and payment dates
for the distributions to such Unit holders being the same as the record and
payments dates for the dividends on the Common Stock.
 
                             PLAN OF DISTRIBUTION
 
  Except to the extent that the Agent purchases Common Stock in open market
transactions, the Common Stock acquired under the Plan will be sold directly
by the Company through the Plan. The Company may sell Common Stock to owners
of shares (including brokers or dealers) who, in connection with any resales
of such shares, may be deemed to be underwriters. Such shares, including
shares acquired pursuant to waivers granted with respect to the Stock Purchase
Program of the Plan, may be resold in market transactions (including coverage
of short positions) on any national security exchange on which shares of
Common Stock trade or in privately negotiated transactions. The Common Stock
is currently listed on the NYSE. Under certain circumstances, it is expected
that a portion of the shares of Common Stock available for issuance under the
Plan will be issued pursuant to such waivers. The difference between the price
such owners pay to the Company for shares of Common Stock acquired under the
Plan, after deduction of the applicable discount from the Market Price, and
the price at which such shares are resold, may be deemed to constitute
underwriting commissions received by such owners in connection with such
transactions.
 
  Subject to the availability of shares of Common Stock registered for
issuance under the Plan, there is no total maximum number of shares that can
be issued pursuant to the reinvestment of dividends. From time to time,
financial intermediaries may engage in positioning transactions in order to
benefit from the discount from the Market Price of Common Stock acquired
through the reinvestment of dividends and optional cash payments under the
Plan.
 
  Except with respect to purchases of Common Stock made on the open market,
the Company will pay any and all brokerage commissions and related expenses
incurred in connection with purchases of Common Stock under the Plan. Upon
withdrawal by a Participant from the Plan by the sale of Common Stock held
under the Plan, the Participant will receive the proceeds of such sale less a
nominal fee per transaction paid to the Agent (if such resale is made by the
Agent at the request of a Participant), any related brokerage commissions and
any applicable transfer taxes.
 
  Common Stock may not be available under the Plan in all states. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any Common Stock or other securities in any state or any other
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction.
 
                                      23

 
                                 LEGAL MATTERS
 
  The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Goodwin, Procter & Hoar LLP, Boston, Massachusetts.
William B. King, whose professional corporation is a partner in Goodwin,
Procter & Hoar LLP, is Secretary of the Company. Mr. King has been a regular
participant in the dividend reinvestment program of the Company's prior plan
and expects to continue to be a Participant in the Dividend Reinvestment
Program of the Plan.
 
                                    EXPERTS
 
  The consolidated financial statements and schedule of Bradley Real Estate,
Inc. as of December 31, 1997 and 1996, and for each of the years in the three-
year period ended December 31, 1997 contained in the Company's Annual Report
on Form 10-K, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing. To
the extent that KPMG Peat Marwick LLP audits and reports on financial
statements of the Company issued at future dates, and consents to the use of
their reports thereon, such financial statements also will be incorporated by
reference in the registration statement in reliance upon their reports and
said authority.
 
                                   GLOSSARY
 
  "Agent" means a plan administrator that administers the Plan, keeps records,
sends statements of account to each Participant and performs other duties
related to the Plan. BankBoston, N.A. currently serves as Agent of the Plan.
 
  "Beneficial Owners" means shareowners who beneficially own shares of Company
Stock that are registered in a name other than their own (for example, in the
name of a bank, broker or other nominee).
 
  "B&N Form" means a Broker and Nominee form used to permit a Beneficial
Owner's bank, broker or other nominee to participate in the Plan on the
Beneficial Owner's behalf.
 
  "Business day" means any day other than Saturday, Sunday or legal holiday on
which NYSE or another applicable securities exchange is closed or a day on
which the Agent is authorized or obligated by law to close.
 
  "Commission" means the Securities and Exchange Commission.
 
  "Common Stock" means the common stock, $.01 par value, of the Company.
 
  "Company" means Bradley Real Estate, Inc., a Maryland corporation.
 
  "Company Stock" means the Company's Common Stock, Series A Preferred Stock
and any other classes of equity securities outstanding from time to time,
collectively.
 
  "Exchange Act" means the Securities Exchange Act of 1934, as amended.
 
  "Investment Date" means, with respect to Common Stock acquired pursuant to a
dividend reinvestment, in the case of shares acquired directly from the
Company, the quarterly dividend payment date declared by the Board of
Directors (unless such date is not a business day in which case it is the
first business day immediately thereafter) or, in the case of open market
purchases, the date or dates of actual investment, but no later than ten (10)
business days following the dividend payment date; and with respect to Common
Stock acquired pursuant to an optional cash payment, in the case of shares
acquired directly from the Company, on or about the last business day of each
month, or in the case of open market purchases, no later than the 10th
business day of the next succeeding month.
 
                                      24

 
  "Market Price" means, with respect to reinvested dividends and optional cash
payments that do not exceed $10,000 (see Question 17 for a discussion of the
discount applicable to optional cash payments in excess of $10,000) for shares
acquired directly from the Company, the greater of (i) the average high and
low sales prices, computed to three decimal places, of the Common Stock on the
NYSE or another applicable securities exchange, as reported in the Wall Street
Journal, during the Pricing Period (i.e., the ten (10) days on which NYSE or
another applicable securities exchange is open and for which trades in the
Company's Common Stock are reported immediately preceding the relevant
Investment Date, or, if no trading occurs in the Common Stock on one or more
of such days, for the 10 days immediately preceding the Investment Date for
which trades are reported) or (ii) the average high and low sales prices, as
so computed, of the Common Stock on the Investment Date. With respect to
reinvested dividends and optional cash payments that do not exceed $10,000
(see Question 17 for a discussion of the discount applicable to optional cash
payments in excess of $10,000) for shares to be acquired on the open market,
Market Price means the weighted average of the actual prices paid (including
brokerage commission), computed to three decimal places, for all of the Common
Stock purchased by the Agent with all Participants' reinvested dividends and
optional cash payments for the related month and/or quarter, as applicable.
 
  "NYSE" means the New York Stock Exchange.
 
  "Operating Partnership" means Bradley Operating Limited Partnership, a
Delaware limited partnership.
 
  "Optional Cash Payment Due Date" means one business day prior to the
relevant Pricing Period.
 
  "Participant" means a Record Owner of Company Stock or holder of a Unit of
the Operating Partnership, the Beneficial Owner of Company Stock whose bank,
broker or other nominee participates on the Beneficial Owner's behalf, or a
current non-owner who wishes to participate in the Plan upon making an initial
investment in the Common Stock offered herein.
 
  "Plan" means the Bradley Real Estate, Inc. Dividend Reinvestment and Stock
Purchase Plan.
 
  "Plan Shares" means all shares of Common Stock held in a Participant's
account under the Plan, including shares purchased through the Stock Purchase
Program and all whole and fractional shares credited to a Participant's Plan
account as the result of reinvestment of dividends on shares of Company Stock
enrolled in the Dividend Reinvestment Program.
 
  "Pricing Period" means the period encompassing the 10 days during which the
Common Stock is traded on the NYSE or other securities exchange preceding the
relevant dividend reinvestment or optional cash payment Investment Date.
 
  "Record Date" means, with respect to reinvestments of dividends, the Record
Date declared by the Company's Board of Directors for such dividend.
 
  "Record Owner" means share owners who own shares of the Company's Stock in
their own names and also includes holders of record of Units of the Operating
Partnership.
 
  "Request for Waiver" means a written request from a Participant to make
optional cash payments in excess of $10,000.
 
  "Securities Act" means the Securities Act of 1933, as amended.
 
  "Threshold Price" means the minimum price, if any, established by the
Company that the average high and low prices of the Common Stock must equal or
exceed during each day of the Pricing Period for optional cash payments made
pursuant to Requests for Waiver.
 
  "Unit" means a unit of limited partner interest in the Operating
Partnership.
 
  "Waiver Discount" means the discount from the Market Price applicable to
optional cash payments made pursuant to Requests for Waiver. Such discount
will vary between 0% and 3% of the Market Price (based on a variety of
potential considerations as discussed in Question 17) and may vary from month
to month.
 
                                      25

 
                                   SCHEDULE A
 
                             OPTIONAL CASH PAYMENTS
 


THRESHOLD PRICE AND     OPTIONAL CASH        PRICING PERIOD      PRICING PERIOD       INVESTMENT
 DISCOUNT SET DATE   PAYMENT DUE DATE(1)   COMMENCEMENT DATE    CONCLUSION DATE        DATE(2)
- -------------------  -------------------- -------------------- ------------------ ------------------
                                                                      
November 6, 1998     November 12, 1998    November 13, 1998    November 27, 1998  November 30, 1998
December 6, 1998     December 15, 1998    December 16, 1998    December 30, 1998  December 31, 1998
January 6, 1999      January 13, 1999     January 14, 1999     January 28, 1999   January 29, 1999
February 3, 1999     February 10, 1999    February 11, 1999    February 25, 1999  February 26, 1999
March 9, 1999        March 16, 1999       March 17, 1999       March 30, 1999     March 31, 1999
April 8, 1999        April 15, 1999       April 16, 1999       April 29, 1999     April 30, 1999
May 6, 1999          May 13, 1999         May 14, 1999         May 27, 1999       May 28, 1999
June 8, 1999         June 15, 1999        June 16, 1999        June 29, 1999      June 30, 1999
July 8, 1999         July 15, 1999        July 16, 1999        July 29, 1999      July 30, 1999
August 9, 1999       August 16, 1999      August 17, 1999      August 30, 1999    August 31, 1999
September 8, 1999    September 15, 1999   September 16, 1999   September 29, 1999 September 30, 1999
October 7, 1999      October 14, 1999     October 15, 1999     October 28, 1999   October 29, 1999
November 5, 1999     November 12, 1999    November 15, 1999    November 29, 1999  November 30, 1999
December 8, 1999     December 15, 1999(3) December 16, 1999(3) December 30, 1999  December 31, 1999
January 6, 2000      January 13, 2000     January 14, 2000     January 28, 2000   January 31, 2000
February 4, 2000     February 11, 2000    February 14, 2000    February 28, 2000  February 29, 2000
March 9, 2000        March 16, 2000       March 17, 2000       March 30, 2000     March 31, 2000
April 5, 2000        April 12, 2000       April 13, 2000       April 27, 2000     April 28, 2000
May 8, 2000          May 15, 2000         May 16, 2000         May 30, 2000       May 31, 2000
June 8, 2000         June 15, 2000        June 16, 2000        June 29, 2000      June 30, 2000
July 7, 2000         July 14, 2000        July 17, 2000        July 28, 2000      July 31, 2000
August 9, 2000       August 16, 2000      August 17, 2000      August 30, 2000    August 31, 2000
September 7, 2000    September 14, 2000   September 15, 2000   September 28, 2000 September 29, 2000
October 9, 2000      October 16, 2000     October 17, 2000     October 30, 2000   October 31, 2000
November 7, 2000     November 14, 2000    November 15, 2000    November 29, 2000  November 30, 2000
 December 6, 2000    December 13, 2000    December 14, 2000    December 28, 2000  December 29, 2000

- --------
(1)See Question 18.
(2)See question 11; dates shown relate to purchases of stock from the Company.
(3)May vary due to Christmas falling on a weekend day.
 
                                       26

 
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- --------------------------------------------------------------------------------
 
  NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, OR ANY OTHER PERSON.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE COMMON STOCK OFFERED HEREBY TO ANY PERSON OR BY ANYONE
IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
 
                                ---------------
 
                               TABLE OF CONTENTS
 


                                                                            PAGE
                                                                            ----
                                                                         
Available Information......................................................   2
Incorporation of Certain Documents by Reference............................   2
The Company................................................................   3
Use of Proceeds............................................................   3
Summary of Plan............................................................   4
The Plan...................................................................   5
Purpose....................................................................   5
Options Available to Participants..........................................   6
Advantages and Disadvantages...............................................   7
Administration.............................................................   8
Participation..............................................................   8
Purchases and Prices of Shares.............................................  12
Reports to Participants....................................................  17
Dividends on Fractions.....................................................  17
Certificates for Shares....................................................  17
Withdrawals and Termination................................................  18
Other Information..........................................................  19
Certain Federal Income Tax Considerations..................................  21
Dividends..................................................................  23
Plan of Distribution.......................................................  23
Legal Matters..............................................................  24
Experts....................................................................  24
Glossary...................................................................  24

 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
 
 
                           BRADLEY REAL ESTATE, INC.
 
 
                             DIVIDEND REINVESTMENT
                            AND STOCK PURCHASE PLAN
 
 
                                 -------------
                                   PROSPECTUS
                                 -------------
 
 
                               September 30, 1998
 
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                                                                   1355-PROSP-98