SECURITIES AND EXCHANGE COMMISSION 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): November 22, 1996 HRE PROPERTIES (Exact name of registrant as specified in its charter) Massachusetts 04-2458042 (State of incorporation or organization) (I.R.S. Employer Identification No.) 321 Railroad Avenue, Greenwich, Connecticut 06830 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 203-863-8200 Page 1 of 4 Pages Exhibit Index appears at Page 4 Item 5. Other Events. On November 22, 1996, HRE Properties (the "Trust") and certain investors, including Kimco Realty Corporation, entered into an Agreement of Limited Partnership dated as of November 22, 1996 of Countryside Square Limited Partnership ("Countryside"), pursuant to which the limited partners of Countryside made a capital contribution to Countryside of 600,000 of the Trust's Common Shares and the Trust made a capital contribution to Countryside of a 283,000 square foot shopping center (the "Commercial Property") in connection with the organization of Countryside. Kimco Realty Corporation, a limited partner, will manage the property under a separate management agreement. Reference is made to Exhibit I, which is incorporated herein by reference, for a complete description of the Partnership Agreement. Item 7. Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description 1 Countryside Square Limited Partnership Agreement of Limited Partnership (Agreement) dated as of November 22, 1996 between HRE Properties, as General Partner and the Persons whose names are set forth on Exhibit A of the Agreement, as limited Partners. 99 Press Release dated November 26, 1996. Page 2 of 4 Pages SIGNATURE 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, thereto duly authorized. Date: November 27, 1996 HRE PROPERTIES By: /s/ Charles J. Urstadt ---------------------------------------- Name: Charles J. Urstadt Title: Chairman of the Board of Trustees, and Chief Executive Officer Page 3 of 4 Pages EXHIBIT INDEX Exhibit Number Description 1 Countryside Square Limited Partnership Agreement of Limited Partnership (Agreement) dated as of November 22, 1996 between HRE Properties, as General Partner and the Persons whose names are set forth on Exhibit A of the Agreement, as limited Partners. 99 Press Release dated November 26, 1996. Page 4 of 4 Pages