-----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, A7MCAFGMeLyRt3sCV//zAJMzxICYg1rY8nVFqeMqW2QRhpajNmTE5MYi8hZ/2QeM gYJi7I6KW+j7E7rtS8guYg== 0000947871-99-000112.txt : 19990322 0000947871-99-000112.hdr.sgml : 19990322 ACCESSION NUMBER: 0000947871-99-000112 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990319 EFFECTIVENESS DATE: 19990319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEDFORD PROPERTY INVESTORS INC/MD CENTRAL INDEX KEY: 0000910079 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 680306514 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-74707 FILM NUMBER: 99568946 BUSINESS ADDRESS: STREET 1: 270 LAFAYETTE CIRCLE STREET 2: P. O. BOX 1058 CITY: LAFAYETTE STATE: CA ZIP: 94549 BUSINESS PHONE: 510-283-89 S-8 1 FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 19, 1999 Registration No. 333-_______________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- Bedford Property Investors, Inc. (Exact name of Registrant as specified in its charter) Maryland 68-0306514 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 270 Lafayette Circle Lafayette, California 94549 (Address of Principal Executive Offices) Bedford Property Investors, Inc. 401(k) Plan (Full title of the plan) ------------------------- Peter B. Bedford Bedford Property Investors, Inc. 270 Lafayette Circle Lafayette, California 94549 (Name and address of agent for service) (925) 283-8910 (Telephone number, including area code, of agent for service) ------------------------- Copy to: Kevin P. Kennedy, Esq. Shearman & Sterling 1550 El Camino Real Menlo Park, CA 94025-4100 CALCULATION OF REGISTRATION FEE
==================================================================================================================== Title of Amount Proposed Maximum Proposed Maximum Amount of Securities to be to be Offering Price Per Aggregate Registration Registered Registered (1) Share (2) Offering Price (2) Fee - -------------------------------------------------------------------------------------------------------------------- Common Stock 150,000 $15.75 $2,362,500 $657 par value $.02 per share Shares ==================================================================================================================== (1) Represents 150,000 shares of Common Stock of Bedford Property Investors, Inc., par value $0.02 per share, (The "Common Stock") issuable pursuant to the Bedford Property Investors, Inc. 401(k) Plan (the "Plan"). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan. (2) The price shown is the average of the high and low prices of the Common Stock on the New York Stock Exchange consolidated reporting system on March 17, 1999 in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, and is being utilized solely for the purpose of calculating the registration fee.
- -------------------------------------------------------------------------------- Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission (the "Commission") by Bedford Property Investors, Inc. (The "Registrant") are incorporated by reference in this Registration Statement: (a) The Registrants's Annual Report on Form 10-K for the fiscal year ended December 31, 1998; (b) The Registrant's Annual Report on Form 10-K/A for the fiscal year ended December 31, 1998; (c) The Registrant's Current Report on Form 8-K filed on June 23, 1998; (d) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998; (e) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1998; (f) The Registrant's Quarterly Report on Form 10-Q/A for the fiscal quarter ended June 30, 1998; (g) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1998; (h) The description of the Registrant's Common Stock, set forth in the Registrant's registration statement of Form 8-B as filed with the Commission on July 26, 1993, under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"); and All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities that have not been sold, also shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing of such documents. Item 4. Description of Securities. Not Applicable. 2 Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. The Maryland General Corporation Law ("MGCL") permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper personal benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgement as being material to the cause of action. The Charter of the Registrant contains such a provision which eliminates such liability to the maximum extent permitted by the MGCL. The Charter of the Registrant authorizes it, to the maximum extent permitted by Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former director or officer or (b) any individual who, while a director of the Registrant and at the request of the Registrant, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise. The Bylaws of the Registrant obligate it, to the maximum extent permitted by Maryland law, without requiring a preliminary determination of the ultimate entitlement to indemnification, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Registrant who is made a party to the proceeding by reason of his service in that capacity or (b) any individual who, while a director of the Registrant and at the request of the Registrant, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made a party to the proceeding by reason of his service in that capacity. The Registrant's Charter and Bylaws also permit the Registrant to indemnify and advance expenses to any person who served a predecessor of the Registrant in any of the capacities described above and to any employee or agent of the Registrant or a predecessor of the Registrant. The MGCL requires a corporation (unless its charter provides otherwise, which the Registrant's Charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made a party by reason of his service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, and certain other parties, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the indemnified party was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the indemnified party actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the indemnified party had 3 reasonable cause to believe that the act or omission was unlawful. However, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal judgment was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the MGCL requires the Registrant, as a condition to advancing expenses, to obtain (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the Registrant as authorized by the Bylaws and (b) a written undertaking by him or on his behalf to repay the amount paid or reimbursed by the Registrant if it shall ultimately be determined that the standard of conduct was not met. Peter B. Bedford's employment agreement provides that the Registrant shall indemnify Mr. Bedford to the fullest extent permitted by law, provided that the indemnification applies to Mr. Bedford only so long as he acts in good faith and is not found to be guilty of recklessness or willful or wanton misconduct. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed. Not Applicable Item 8. Exhibits. The following exhibits are filed as part of this Registration Statement: 4.1 Specimen Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-2, commission File No. 333-921). 4.2 Charter of the Registrant, as amended (incorporated herein by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997). 4.3 Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995). 5.1 Opinion of Ballard Spahr Andrews & Ingersoll LLP as to the legality of the Registrant's Common Stock. 4 5.2 Internal Revenue Service determination letter dated December 8, 1997 23.1 Consent of KPMG LLP, independent certified public accountants. 23.2 Consent of Ballard Spahr Andrews & Ingersoll LLP (included in Exhibit 5.1) 24 Powers of Attorney (included on signature page). Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes; (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10 (a) (3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the 5 offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities bring registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Exchange Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of the expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lafayette, State of California on the 16th day of March, 1999. BEDFORD PROPERTY INVESTORS, INC. By: /s/ Peter B. Bedford -------------------------------------- Name: Peter B. Bedford Title: Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Oakland, state of California, on March 16, 1999. BEDFORD PROPERTY INVESTORS, INC. 401(k) PLAN By: /s/ Peter B. Bedford -------------------------------------- Name: Peter B. Bedford Title: Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY Each of the undersigned whose signature appears below hereby constitutes and appoints Peter B. Bedford and Hahn Kihara, and each of them acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement and any and all related registration statements necessary to register additional securities, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange 7 Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 8 Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the indicated capacities on March 16, 1999. Signature Title --------- ----- /s/ Peter B. Bedford Chairman of the Board and - ----------------------------------- Chief Executive Officer Peter B. Bedford /s/ Hanh Kihara Senior Vice President and Chief - ----------------------------------- Financial Officer (Principal Hanh Kihara Financial and Accounting Officer) /s/ Claude M. Ballard Director - ----------------------------------- Claude M. Ballard /s/ Anthony M. Downs Director - ----------------------------------- Anthony M. Downs /s/ Thomas G. Eastman Director - ----------------------------------- Thomas G. Eastman /s/ Anthony M. Frank Director - ----------------------------------- Anthony M. Frank /s/ Thomas H. Nolan, Jr. Director - ----------------------------------- Thomas H. Nolan, Jr. /s/ Martin I. Zankel Director - ----------------------------------- Martin I. Zankel 9 Exhibit Index Exhibit No. Description of Document The following exhibits are filed as part of this Registration Statement: 4.1 Specimen Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Registrant's Registration Statement of Form S-2, commission File No. 333-921). 4.2 Charter of the Registrant, as amended (incorporated herein by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997). 4.3 Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995). 5.1 Opinion of Ballard Spahr Andrews & Ingersoll LLP as to the legality of the Registrant's Common Stock. 5.2 Internal Revenue Service determination letter dated December 8, 1997 23.1 Consent of KPMG LLP, independent certified public accountants. 23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5.1) 24 Powers of Attorney (included on signature page). EX-5.1 2 OPINION OF BALLARD SPAHR March 19, 1999 Bedford Property Investors, Inc. 270 Lafayette Circle Lafayette, CA 94549 Re: Bedford Property Investors, Inc. Registration Statement on Form S-8 Ladies and Gentlemen: We have served as Maryland counsel to Bedford Property Investors, Inc., a Maryland corporation (the "Company"), in connection with certain matters of Maryland law arising out of the registration of 150,000 shares (the "Shares") of common stock, $.02 par value per share, of the Company ("Common Stock"), covered by the above-referenced Registration Statement (the "Registration Statement"), under the Securities Act of 1933, as amended (the 1933 Act"). The Shares are to be issued by the Company pursuant to the Bedford Property Investors, Inc. 401(k) Plan (the "Plan"). In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the "Documents"): 1. The Registration Statement, in the form in which it was transmitted by the Company to the Securities and Exchange Commission (the "Commission"), pursuant to the 1933 Act; 2. The charter of the Company (the "Charter"), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the "SDAT',); 3. The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company; 4. Resolutions adopted by the Board of Directors of the Company relating to the Plan and the issuance and registration of the Shares, certified as of the date hereof by an officer of the Company; Bedford property Investors, Inc. March 19, 1999 Page 2 5. The Plan; 6. The form of certificate representing a share of Common Stock, certified as of the date hereof by an officer of the Company; 7. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date; 8. A certificate executed by an officer of the Company, dated the date hereof; and 9. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth in this letter, subject to the assumptions, limitations and qualifications stated herein. In expressing the opinion set forth below, we have assumed, and so far as is known to us there are no facts inconsistent with, the following: 1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so. 2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so. 3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party's obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms. 4. Any Documents submitted to us as originals are authentic. The form and content of the Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. Any Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All statements and information contained in the Documents are true and complete. There has been no oral or written Bedford property Investors, Inc. March 19, 1999 Page 3 modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise. The phrase "known to us" is limited to the actual knowledge, without independent inquiry, of the lawyers at our firm who have performed legal services in connection with the issuance of this opinion. Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that: 1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT. 2. The Shares have been duly authorized for issuance pursuant to the Plan and, when and if issued and delivered against payment therefor and otherwise in the manner described in the Resolutions, the Registration Statement and the Plan, will be (assuming that upon any such issuance the total number of shares of Common stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter) validly issued, fully paid and nonassessable. The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement and, accordingly, may not be relied upon by, quoted in any manner to, or delivered to any other person or entity without, in each instance, our prior written consent. Bedford Property Investors, Inc. March 19, 1999 Page 4 we hereby consent to the filing of this opinion all an exhibit to the Registration Statement and to the use of the name of our firm therein. in giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll, LLP EX-5.2 3 IRS DETERMINATION LETTER INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR P.O. BOX 2508 CINCINNATI, OH 45201 Employer Identification Number Date: December 8, 1997 68-0306514 DLN: BEDFORD PROPERTY INVESTORS INC 17007113180007 C/O KEVIN MOORE Person to Contact: LAWRENCE JOHNSON & ASSOC DAVID BECKERMAN 1901 HARRISON ST. STE 1400 Contact Telephone Number: OAKLAND, CA 94612 (213) 725-2531 Plan Name: BEDFORD PROPERTY INVESTORS, INC. 401(K) PLAN Plan Number: 001 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See Section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some events that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statues. This determination letter is applicable for the amendment(s) adopted on 7/10/96. This determination letter is applicable for the plan adopted on 7/31/95. This plan has been mandatorily disaggregated, permissively aggregated, or restructured to satisfy the nondiscrimination requirements. This plan satisfies the nondiscrimination in amount requirement of section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe harbor described in the regulations. This letter is issued under Rev. Proc. 93-39 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. This plan satisfies the nondiscriminatory current availability requirements of section 1.40a(a)(4)- 4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefitting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code. This plan also satisfies the requirements of section 1.401(a)(4)-4(b) of the regulations with respect to the specific benefits, rights, or features for which you have provided information. Except as otherwise specified this letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L. 103- 465 and by the Small Business Job Protection Act of 1996 (SBJPA), Pub. L. 104-108, other than the requirements of Code section 401(a)(26). Based on the information supplied, we have determined that your plan meets the requirements of section 401(k) of the Internal Revenue Code. We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ David Beckerman --------------------------------- District Director Enclosures: Publication 794 Reporting & Disclosure Guide for Employee Benefit Plans Letter 835 (DO/CG) EX-23.1 4 OPINION OF KPMG Exhibit 23.1 Consent of Independent Certified Public Accountants The Board of Directors Bedford Property Investors, Inc.: We consent to the incorporation by reference herein of our report dated February 2, 1998, relating to the consolidated balance sheets of Bedford Property Investors, Inc. as of December 31, 1997 and 1996, and the related consolidated statements of income, stockholders equity and cash flows for each of the years in the three-year period ended December 31, 1997, and the related financial statement schedule as of December 31, 1997, which report appears in the December 31, 1997 annual report on Form 10-K of Bedford Property Investors, Inc. /s/ KPMG LLP San Francisco, California March 18, 1999 -----END PRIVACY-ENHANCED MESSAGE-----