NORTHBROOK, Ill., June 1 /PRNewswire/ -- Bradley Real Estate, Inc.
(NYSE: BTR) and Mid-America Realty Investments, Inc. (NYSE: MDI) announced
today that they have executed a definitive merger agreement by which Bradley
will acquire Mid-America.  Upon consummation of the transaction, Bradley will
acquire Mid-America's interest in 25 retail properties, increasing its
ownership to 88 retail properties aggregating 14.7 million square feet in
15 states.
    Pursuant to the terms of the merger agreement between the two real estate
investment trusts (REITs), each of the 8.286 million shares outstanding of
Mid-America common stock will be exchanged for 0.42 shares of a newly created
series of Bradley preferred stock.  The new Series A Convertible Preferred
Stock will have a par value of $25.00, and thus stockholders of Mid-America
will receive $10.50 of
preferred stock for each share of Mid-America common stock which they own.
The preferred stock will pay an 8.4 percent annual dividend and will be
convertible into shares of Bradley common stock at a conversion price of
$24.49 per share (representing a 16 percent premium over the 20-day average
closing price of Bradley common stock prior to the signing of the merger
agreement).  The preferred stock is redeemable for Bradley common stock after
five years if the Bradley common stock is trading at or above the conversion
price.  The preferred stock will be listed on the New York Stock Exchange.  In
connection with the merger, Bradley also will assume all of Mid-America's
outstanding liabilities, making its total purchase price approximately
$153 million.
    In accordance with the agreement, Mid-America will adjust its dividend
payment date to the last day of each quarter to correspond with Bradley's
payment date.  Upon declaration by its board of directors, Mid-America would
pay its next dividend on June 30, 1998.
    The merger agreement has been unanimously approved by the boards
of directors of both Bradley and Mid-America.  The merger is subject to
various closing conditions including the approval of Mid-America stockholders.
It is anticipated that the transaction will close during the third quarter of
1998.  The merger has been structured as a tax-free transaction and will be
treated as a purchase for accounting purposes.  Under the terms of the merger,
there will be no changes or additions to Bradley's senior management or
board of directors.
    Thomas P. D'Arcy, chairman and chief executive officer of Bradley, stated,
"The acquisition of Mid-America Realty represents another step in Bradley's
continued consolidation of grocery-anchored shopping centers in the Midwest.
The Mid-America portfolio consists of quality assets located in many of
Bradley's existing markets such as Minneapolis, Milwaukee and Indianapolis.
In addition, the acquisition provides us the opportunity to enter additional
Midwest target markets, including Omaha and Lincoln, Neb.  Included in the
acquisition are certain properties which do not fit Bradley's core focus and
following the close of the transaction we will consider selling such non-core
assets, redeploying the proceeds into focus properties."
    Jerome L. Heinrichs, chairman and chief executive officer of Mid-America,
stated, "After reviewing various alternatives, we believe this transaction is
in the best interest of our stockholders and employees.  The combination of
Mid-America into Bradley will provide greater opportunity for the company than
if we remained independent."
    Dennis Gethmann, president and chief operating officer of Mid-America,
added, "We have the highest regard for Bradley and its management team and
consider Bradley to be the preeminent operator of community shopping centers
in the Midwest.  We feel strongly that our stockholders' stake in the combined
entity represents significant value."
    BT Alex.Brown is acting as financial advisor to Bradley in this
transaction and SBC Warburg Dillon Read is acting as financial advisor to
Mid-America.
    Mid-America is a real estate investment trust (REIT), headquartered in
Omaha, Neb., which focuses on the ownership and operation of community
shopping centers in the Midwest.  The company owns 22 centers located in Neb.,
Iowa, Ill., S.D., Minn., Mich., Wis., Ind., Ark., Ga., and Tenn.
Additionally, Mid-America is a 50 percent partner in Mid-America Bethal
Limited Partnership, which owns three centers located in Neb. and Wis.
    Bradley Real Estate, Inc. is the nation's oldest real estate investment
trust (REIT) and a leading owner and operator of neighborhood and community
shopping centers located in the Midwest region of the United States.  The
company owns 63 properties located in 12 states aggregating 11.5 million
square feet of rentable space.  The company has paid 147 consecutive quarterly
dividends to its share owners.
    The preceding information contains forward-looking statements of Bradley's
and Mid-America's plans, objectives and expectations, which are dependent upon
a number of factors including a stable retailing climate in the Midwestern
United States, the financial viability of the companies' tenants and the
continuing availability of retail center acquisitions and development
opportunities in the Midwest on favorable terms.  Reference is made to the
discussions under the caption "Risk Factors" in Bradley's 1997 Form 10-K
report and in the description of Mid-America's business in its 1997 Form
10-K report which include discussions of certain other factors which could
cause actual results to differ materially from those in forward-looking
statements.  There can be no assurance that the conditions to the merger
agreement will be satisfied and that the merger will be consummated.

Link to this page: