-----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, ATTSod62/WyD4sPDDI9XYz8iiPq8v3r3S+WG+mL4WwsUW6Po77t3fG0fSrOa2Rds IN7ZUSxr6b4bITr3zgNcKw== 0001104659-06-031569.txt : 20060505 0001104659-06-031569.hdr.sgml : 20060505 20060505154453 ACCESSION NUMBER: 0001104659-06-031569 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060503 ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060505 DATE AS OF CHANGE: 20060505 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12222 FILM NUMBER: 06812961 BUSINESS ADDRESS: STREET 1: 270 LAFAYETTE CIRCLE STREET 2: P. O. BOX 1058 CITY: LAFAYETTE STATE: CA ZIP: 94549 BUSINESS PHONE: 9252838910 8-K 1 a06-11255_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

 

UNITED STATES

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SECURITIES AND EXCHANGE COMMISSION

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Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

May 3, 2006

 

Bedford Property Investors, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Maryland

 

1-12222

 

68-0306514

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

270 Lafayette Circle, Lafayette, California

 

94549

(Address of principal executive offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code

(925) 283-8910

 

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

ITEM 5.01  CHANGES IN CONTROL OF REGISTRANT.

 

On May 5, 2006, Bedford Property Investors, Inc. (the “Company”) completed its merger with LBA Realty Fund II – WBP I LLC pursuant to the terms of a merger agreement dated February 10, 2006 among Bedford Property Investors, Inc., LBA Realty Fund II – WBP LLC (“Parent”) and LBA Realty Fund II – WBP I LLC (“Merger Sub”). Parent and Merger Sub are affiliates of LBA Realty LLC. The Company survived the merger as a wholly owned subsidiary of LBA Realty Fund II – WBP LLC.

 

As a result of the merger, all outstanding shares of the Company’s common stock were converted into a right to receive the $27.00 per share in cash. Parent is financing the total purchase price for the canceled shares of Company common stock through a combination of equity and debt financing. LBA Realty Fund II, L.P., another affiliate of LBA Realty LLC, has agreed to provide equity financing and AIG Global Investment Group has also committed to provide debt financing in connection with the acquisition.

 

On May 5, 2006, we issued a press release announcing the completion of the merger as described above. A copy of the press release is attached hereto as Exhibit 99.01.

 

ITEM 8.01  OTHER EVENTS.

 

On May 3, 2006, we issued a press release announcing that the holders of shares of our common stock voted to approve the merger and the merger agreement at a special meeting of our common stockholders held on May 3, 2006. A copy of the press release is attached hereto as Exhibit 99.02.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)  Exhibits.

 

99.01       Press Release of Bedford Property Investors, Inc., issued May 5, 2006.

 

99.02       Press Release of Bedford Property Investors, Inc., issued May 3, 2006.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

BEDFORD PROPERTY INVESTORS, INC.

 

 

 

Date: May 5, 2006

By:

 

 

/s/ Steven R. Layton

 

 

Steven R. Layton

 

Vice President and Secretary

 

3


EX-99.01 2 a06-11255_1ex99d01.htm EX-99

Exhibit 99.01

 

FOR FURTHER INFORMATION:

 

STEVEN R. LAYTON

VICE PRESIDENT

LBA REALTY LLC

17901 VON KARMAN AVENUE

SUITE 950

Irvine, CA

(949) 833-0400

 

 

LBA REALTY COMPLETES ACQUISITION

OF BEDFORD PROPERTY INVESTORS, INC.

 

LAFAYETTE, CA – May 5, 2006 – Bedford Property Investors, Inc. (NYSE:BED) and LBA Realty LLC today jointly announced that Bedford Property Investors, Inc. completed its merger with LBA Realty Fund II – WBP I LLC on May 5, 2006. LBA Realty Fund II – WBP I LLC is an affiliate of LBA Realty LLC. Under the terms of the merger agreement, each share Bedford common stock has been converted into the right to receive $27.00 in cash. Letters of transmittal regarding the procedures to deliver shares of Bedford common stock will be sent to former Bedford common stockholders in the near future. Shares of Bedford’s 8.75% Series A Cumulative Redeemable Preferred Stock and 7.625% Series B Cumulative Redeemable Preferred Stock will remain issued and outstanding. As a result of the merger, Bedford common stock and Bedford Series B Preferred Stock will no longer be listed on the New York Stock Exchange.

 

About Bedford Property Investors

 

Bedford Property Investors is a self-administered equity real estate investment trust (REIT) with investments in suburban office buildings and industrial properties concentrated in the western United States. Its common stock was traded on the New York Stock Exchange and the Pacific Exchange under the symbol “BED” and its web site is www.bedfordproperty.com.

 

About LBA Realty

 

LBA Realty LLC (LBA) is a full service real estate investment and management company. LBA, with its headquarters in Irvine and offices in Los Angeles, San Diego and San Jose, operates in California as well as other western markets including the Pacific Northwest, Colorado and Arizona. LBA owns a portfolio of office and industrial properties totaling over 19 million square feet, including the Bedford portfolio, and invests on behalf of LBA’s institutional investment funds.

 


EX-99.02 3 a06-11255_1ex99d02.htm EX-99

Exhibit 99.02

 

STOCKHOLDERS OF BEDFORD PROPERTY INVESTORS, INC.

OVERWHELMINGLY APPROVE MERGER WITH

LBA REALTY AFFILIATE

 

LAFAYETTE, CA – May 3, 2006 – Bedford Property Investors, Inc. (NYSE:BED) and LBA Realty LLC today jointly announced that stockholders of Bedford Property Investors, Inc. overwhelmingly approved its merger with LBA Realty Fund II – WBP I LLC, an affiliate of LBA Realty LLC. Approval of the merger required the affirmative vote of the holders of a majority of Bedford’s outstanding common stock. Holders of approximately 73.36% of the outstanding shares of Bedford common stock voted to approve the merger.

 

The proposed merger is expected to close May 5, 2006, subject to the satisfaction or waiver of all conditions to closing in the merger agreement. Under the terms of the merger agreement, upon the effective time of the merger, each share Bedford common stock will be canceled and converted into the right to receive $27.00 in cash. Letters of transmittal regarding the procedures to deliver shares of Bedford common stock will be sent to former Bedford stockholders in the near future. Shares of Bedford’s 8.75% Series A Cumulative Redeemable Preferred Stock and 7.625% Series B Cumulative Redeemable Preferred Stock will remain issued and outstanding after the effective time of the merger. As a result of the merger, Bedford common stock and Bedford Series B Preferred Stock will no longer be listed on the New York Stock Exchange, and Bedford’s common stock will be deregistered from under the Securities Exchange Act of 1934.

 

About Bedford Property Investors

 

Bedford Property Investors is a self-administered equity real estate investment trust (REIT) with investments in suburban office buildings and industrial properties concentrated in the western United States. Its common stock was previously traded on the New York Stock Exchange and the Pacific Exchange under the symbol “BED” and its web site is www.bedfordproperty.com.

 

About LBA Realty

 

LBA Realty LLC (LBA) is a full service real estate investment and management company. LBA, with its headquarters in Irvine and offices in Los Angeles, San Diego and San Jose, operates in California as well as other western markets including the Pacific Northwest, Colorado and Arizona. In addition to the acquisition of Bedford, LBA owns a portfolio of office and industrial properties totaling over 12 million square feet and invests on behalf of LBA’s institutional investment funds.

 

Legal Disclosure

 

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 that represent current expectations and beliefs, including, among other things, statements relating to the proposed merger and the timing and ability of Bedford and LBA to successfully complete the proposed merger. These forward-looking statements are subject to certain risks and uncertainties that could cause the actual results to be materially different from those expressed, expected or implied by the forward-looking statements. The risks and uncertainties that could cause actual results to differ from management’s estimates and expectations include risks that are described in Bedford’s filings with the Securities and Exchange Commission, including its Definitive Proxy Statement on Schedule 14A and its 2005 Annual Report on Form 10-K. Bedford does not undertake to update forward-looking information contained herein or elsewhere to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking information.

 


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