<PAGE>   1




                                                                     Exhibit 3.3
                                                                     -----------

                                   [State Department of Assessments and Taxation
                                       Approved for Record 3/15/96 at 9:49 a.m.]



                               ARTICLES OF MERGER
                                     BETWEEN
                          TUCKER PROPERTIES CORPORATION
                                       AND
                            BRADLEY REAL ESTATE, INC.

THIS IS TO CERTIFY THAT:

     FIRST: Bradley Real Estate, Inc. and Tucker Properties Corporation agree to
merge in the manner hereinafter set forth.

     SECOND: Bradley Real Estate, Inc. is the corporation to survive the merger.

     THIRD: Both Bradley Real Estate, Inc. (the "Surviving Corporation") and
Tucker Properties Corporation (the "Merging Corporation") are incorporated under
the laws of the State of Maryland.

     FOURTH: The principal office of the Surviving Corporation in the State of
Maryland is located in Baltimore City and the principal office of the Merging
Corporation in the State of Maryland is located in Baltimore City.

     FIFTH: The Merging Corporation owns no interest in land in the State of
Maryland.

     SIXTH: The charter of the Surviving Corporation will not be amended as a
result of the merger.

     SEVENTH: The total number of shares of all classes of stock which each
corporation party to these Articles has the authority to issue and the number of
shares of each class are as follows:

     a) Surviving Corporation

          The total number of shares of all classes of stock which the Surviving
     Corporation has authority to issue is one hundred fifty million
     (150,000,000) shares, consisting of eighty million (80,000,000) shares of
     common stock, $.01 par value per share, twenty million (20,000,000) shares
     of preferred stock, $.01 par value per share, and fifty million
     (50,000,000) shares of excess stock, $.01 par value per share. The
     aggregate par value of all shares of all classes having a par value is one
     million five hundred thousand dollars ($1,500,000).



<PAGE>   2



     b) Merging Corporation

          The total number of shares of all classes of stock which the Merging
     Corporation has authority to issue is one hundred million (100,000,000)
     shares, consisting of ninety million (90,000,000) shares of common stock,
     $.001 par value per share, and ten million (10,000,000) shares of preferred
     stock, $.001 par value per share. The aggregate par value of all shares of
     all classes having a par value is one hundred thousand dollars ($100,000).

     EIGHTH: Upon the Effective Date (as defined in Article Eleventh), the
Merging Corporation shall be merged into the Surviving Corporation; and,
thereupon, the Surviving Corporation shall possess any and all purposes and
powers of the Merging Corporation; and all leases, licenses, property, rights,
privileges, and powers of whatever nature and description of the Merging
Corporation shall be transferred to, vested in, and devolved upon the Surviving
Corporation, without further act or deed, subject to all of the debts and
obligations of the Merging Corporation. Each share of common stock, $.001 par
value per share, of the Merging Corporation shall be converted into .686
share(s) of common stock, $.01 par value per share, of the Surviving Corporation
on the Effective Date, without the necessity of any action on the part of the
holder thereof, except that fractional shares will be treated as described
below.

     No fractional shares of common stock, $.01 par value per share, of the
Surviving Corporation will be issued in connection with the Merger. In lieu
thereof, a holder of shares of common stock, $.001 par value per share, of the
Merging Corporation otherwise entitled to a fractional share of common stock,
$.01 par value per share, of the Surviving Corporation will be paid an amount in
cash (without interest), rounded to the nearest cent, determined by multiplying
$13.96 by the fraction of a share of common stock, $.01 par value per share, of
the Surviving Corporation to which such holder would otherwise be entitled.

     From and after the Effective Date, each holder of a certificate or
certificates which prior thereto represented outstanding shares of common stock,
$.001 par value per share, of the Merging Corporation shall be entitled, upon
surrender of the same, to receive in exchange therefor certificates representing
the number of shares of common stock, $.01 par value per share, of the Surviving
Corporation into which the shares theretofore represented by the certificate or
certificates to surrendered shall have been converted as provided in the
previous paragraph. Until so surrendered, each such outstanding certificate
which prior to the Effective Date represented shares of common stock, $.001 par
value per share, of the Merging Corporation, shall be deemed for all corporate
purposes, to evidence the ownership of the number of shares of common stock,
$.01 par value per share, of the Surviving Corporation into which such shares of
common stock, $.001 par value per share, of the Merging Corporation shall have
been so converted. However, until the certificates which prior to the Effective
Date represented shares of common stock, $.001 par value, of the Merging
Corporation have been surrendered, the holder thereof shall not be entitled to
receive any dividend or other distribution, if any, payable to the Surviving
Corporation's stockholders.

                                        2


<PAGE>   3



All dividends or other distributions, if any, will be accrued and paid, without
interest, to the stockholder upon surrender of his certificate or certificates
which represented share(s) of common stock, $.001 par value per share, of the
Merging Corporation.

     NINTH: The terms and conditions of the transaction described in these
Articles were duly advised, authorized and approved by the Merging Corporation
in the manner and by the vote required by the laws of the State of Maryland and
the charter of the Merging Corporation, as follows:

     a)   At a meeting of the Board of Directors of the Merging Corporation held
          on October 29, 1995, the Board of Directors adopted a resolution
          declaring that the terms and conditions of the transaction described
          herein were advisable and directing that the proposed transaction be
          submitted for consideration by the stockholders of the Merging
          Corporation and such resolution is filed with the minutes of the
          proceedings of the Board of Directors.

     b)   At a special meeting of stockholders of the Merging Corporation held
          on March 14, 1996, the stockholders adopted a resolution approving the
          terms and conditions of the transaction and of the Merger Agreement
          described herein as so proposed and such resolution is filed with the
          minutes of the proceeds of the stockholders.

     TENTH: The terms and conditions of the transaction described in these
Articles were duly advised, authorized and approved by the Surviving
Corporation, in the manner and by the vote required by the laws of the State of
Maryland and the charter of the Surviving Corporation, as follows:

     a)   At a special meeting of the Board of Directors of the Surviving
          Corporation held on October 20, 1995, the Board of Directors adopted a
          resolution declaring that the terms and conditions of the transaction
          described herein were advisable and directing that the proposed
          transaction be submitted for consideration by the stockholders of the
          Surviving Corporation and such resolution is filed with the minutes of
          the proceedings of the Board of Directors.

     b)   At a special meeting of stockholders of the Surviving Corporation held
          on March 14, 1996, the stockholders adopted a resolution approving the
          terms and conditions of the transaction described herein as so
          proposed and such resolution is filed with the minutes of the proceeds
          of the stockholders.

     ELEVENTH: These Articles of Merger shall become effective upon filing with
the State Department of Assessments and Taxation of Maryland (the "Effective
Date").

     TWELFTH: Each undersigned President acknowledges these Articles of Merger
to be the corporate act of the respective corporate party on whose behalf he has
signed, and further,

                                        3


<PAGE>   4


as to all matters or facts required to be verified under oath, each President
acknowledges that to the best of his knowledge, information and belief, these
matters and facts relating to the corporation on whose behalf he has signed are
true in all material respects and that this statement is made under the
penalties for perjury.

<TABLE>

     IN WITNESS WHEREOF, these Articles of Merger have been duly executed by the
parties hereto this 15th day of March, 1996.


<S>                                    <C>
ATTEST:                                TUCKER PROPERTIES CORPORATION

/s/ Richard H. Tucker                  By: /s/ Kenneth L. Tucker  (SEAL)
---------------------                      ---------------------
Richard H. Tucker                          Kenneth L. Tucker
Secretary                                  President



ATTEST:                                BRADLEY REAL ESTATE, INC.

/s/ William B. King                    By: /s/ Thomas P. D'Arcy  (SEAL)
---------------------                      ---------------------
William B. King                            Thomas P. D'Arcy
Secretary                                  President

</TABLE>


                                        4