-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DRZyJy7e/ZHXxfRY8Hm32P+I8rhvcEMIHUa7wRVbJyyLWP+6UGLUc1j7sAW8542s sS5Nzr7OHyOUXY3Ksxs3qA== 0000950137-97-001854.txt : 19970513 0000950137-97-001854.hdr.sgml : 19970513 ACCESSION NUMBER: 0000950137-97-001854 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970512 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRADLEY REAL ESTATE INC CENTRAL INDEX KEY: 0000013777 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 046034603 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-10328 FILM NUMBER: 97601038 BUSINESS ADDRESS: STREET 1: 250 BOYLSTON ST CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178674200 MAIL ADDRESS: STREET 1: 40 SKOKIE BLVD CITY: NORTHBROOK STATE: IL ZIP: 60062-1601 FORMER COMPANY: FORMER CONFORMED NAME: BRADLEY REAL ESTATE TRUST DATE OF NAME CHANGE: 19920703 10-K405/A 1 AMENDMENT TO FORM 10-K 1 SECURITIES AND EXCHANGE COMMISSION Exhibit Index Washington, D.C. 20549 on Pages __ and __ FORM 10-K405/A Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE - --- ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1996 Commission File Number 1-10328 BRADLEY REAL ESTATE, INC. ----------------------------------------------------- (Exact name of Registrant as specified in its charter) Maryland 04-6034603 ---------- ------------ (State of Organization) (I.R.S. Employer Identification No.) 40 Skokie Blvd., Northbrook, IL 60062 --------------------------------- ------- (Address of Principal Executive Offices) (ZIP Code) Registrant's telephone number, including area code (847) 272-9800 ----------------- Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered --------------------- ------------------------------------------- Common Stock New York Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [X] , No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] Aggregate market value of 21,612,088 shares of Common Stock believed to be held by non-affiliates of the registrant based upon the $19.50 closing price for such Shares on March 10, 1997, on the New York Stock Exchange: $421,435,716 Number of Shares outstanding as of March 10, 1997: 21,665,790 DOCUMENTS INCORPORATED BY REFERENCE Registrant expects to file no later than April 1, 1997, its definitive Proxy Statement for the 1997 Annual Meeting of Share Owners and hereby incorporates by reference said Proxy Statement into Part III hereof. 1 2 PART III Registrant plans to provide information required for ITEMS 10 through 13 in its definitive Proxy Statement for its 1997 Annual Meeting of Share Owners, which information is hereby incorporated by reference. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this Report: (1) and (2) The Financial Statements and Schedules required by Item 8 are listed in the Index to Financial Statements and Schedules following the signatures to this Report. (3) The following exhibits (listed according to the exhibit index set forth in the instructions to Item 601 of Regulation S-K), are a part of this Report. Exhibit No. Description Page - ----------- ----------- ---- 3.1 Articles of Amendment and Restatement of Bradley N/A Real Estate, Inc., incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated October 17, 1994. 3.2 Articles of Merger between Bradley Real N/A Estate Trust and Bradley Real Estate, Inc., incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K dated October 17, 1994. 3.3 Articles of Merger between Tucker Properties N/A Corporation and Bradley Real Estate, Inc. incorporated by reference to Exhibit 3.3 of the Company's Annual Report on Form 10-K dated March 25, 1996. 3.4 By-laws of Bradley Real Estate, Inc., N/A incorporated by reference to Exhibit 3.3 of the Company's Current Report on Form 8-K dated October 17, 1994. 4.1 Form of stock certificate for shares of N/A Common Stock of Bradley Real Estate, Inc., incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated October 17, 1994. 10.1 Amended and Restated Agreement of Limited N/A Partnership of Bradley Operating Limited Partnership in the form executed on March 15, 1996, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated November 3, 1995. 31 3 10.2 Revolving Credit Agreement dated as of March 15, 1996 N/A by and among the Company, Bradley Operating Limited Partnership and The First National Bank of Boston, incorporated by reference to Exhibit 10.2 of the Company's Annual Report on Form 10-K dated March 25, 1996. 10.3 Indenture dated as of June 1, 1994 between Tucker N/A Financing Partnership (name changed March 15, 1996 to Bradley Financing Partnership) and Bankers Trust Company of California, N.A. relating to 7.30% Mortgage Notes due September 30, 2000, incorporated by reference to Exhibit 10.3 of the Company's Annual Report on Form 10-K dated March 25, 1996. 10.4 1993 Stock Option and Incentive Plan, as amended and 51 restated on September 9, 1996. 10.5 Superior Performance Incentive Plan, incorporated by N/A reference to Appendix A to the Company's Proxy Statement for its 1997 Annual Meeting of Stockholders. 21.1 Subsidiaries of the Company. 64 23.1 Consent of KPMG Peat Marwick LLP (regarding Form S-3 65 and Form S-8 Registration Statements). 27.1 Financial Data Schedule 66 (b) Report on Form 8-K The following Forms 8-K were filed during the period October 1, 1996 through December 31, 1996: 1) October 1, 1996, reporting in Item 5., change of the Company's address. 2) October 31, 1996, reporting in Item 5., an underwriting agreement dated October 29, 1996, relating to a public offering of 2,500,000 shares of Common Stock plus up to 375,000 additional such shares to be issued pursuant to the over-allotment option provided for in such underwriting agreement. 32 4 SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 19th day of March 1997. BRADLEY REAL ESTATE, INC. by: /s/ Thomas P. D'Arcy ----------------------------- Thomas P. D'Arcy, President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Thomas P. D'Arcy March 19, 1997 - --------------------------------------------- Thomas P. D'Arcy, President, CEO and Director /s/ Irving E. Lingo, Jr. March 19, 1997 - --------------------------------------------- Irving E. Lingo, Jr., Chief Financial Officer and Treasurer /s/ Stephen G. Kasnet March 19, 1997 - --------------------------------------------- Stephen G. Kasnet, Director /s/ W. Nicholas Thorndike March 19, 1997 - --------------------------------------------- W. Nicholas Thorndike, Director /s/ William L. Brown March 19, 1997 - --------------------------------------------- William L. Brown, Director /s/ Paul G. Kirk, Jr. March 19, 1997 - --------------------------------------------- Paul G. Kirk, Jr., Director /s/ Joseph E. Hakim March 19, 1997 - --------------------------------------------- Joseph E. Hakim, Director /s/ A. Robert Towbin March 19, 1997 - --------------------------------------------- A. Robert Towbin, Director 33 EX-27 2 FINANCIAL DATA SCHEDULE
5 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 7,462,000 0 11,179,000 1,636,000 0 32,536,000 500,418,000 30,670,000 502,284,000 19,505,000 188,894,000 0 0 217,000 293,668,000 502,284,000 77,512,000 78,839,000 0 29,736,000 17,571,000 0 13,404,000 27,222,000 0 0 0 0 0 27,222,000 1.54 1.54
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