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 REPORT): SEPTEMBER 10, 2004
HERITAGE PROPERTY INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 001-31297 04-3474810
(State or other jurisdiction of (Commission File No.) (IRS Employer Identification
incorporation) No.)
131 DARTMOUTH STREET 02116
BOSTON, MASSACHUSETTS (Zip Code)
(Address of principal executive
offices)
(617) 247-2200
(Registrant's telephone number,
including area code)
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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02(d) ELECTION OF DIRECTORS
General
On September 10, 2004, the Board of Directors of Heritage Property
Investment Trust, Inc. (the "Company") elected Ritchie Reardon to the Board
effective immediately. Mr. Reardon was elected to the Board as the fourth
designee of the Company's largest stockholder, Net Realty Holding Trust.
Pursuant to the Second Amended and Restated Stockholders Agreement, dated as of
April 29, 2002, among the Company, Net Realty Holding Trust and The Prudential
Insurance Company of America, Net Realty Holding Trust has the right to appoint
four directors to the Company's Board of Directors as long as it continues to
own at least 25% of the outstanding shares of the Company's common stock.
Mr. Reardon is President of Teamsters Local 25 of Boston, Massachusetts,
and is a member of the Boards of Trustees of Net Realty Holding Trust and the
New England Teamsters and Trucking Industry Pension Fund ("NETT"), the parent
company of Net Realty Holding Trust. Mr. Reardon has been President of Teamsters
Local 25 since April 2003. Prior to that time, from December 2000 until April
2003, Mr. Reardon was Secretary-Treasurer of Teamsters Local 25. Before December
2000, Mr. Reardon was Recording Secretary and Business Agent of Teamsters Local
25.
Mr. Reardon was elected to complete the term of office of Paul V. Walsh,
who retired as of December 31, 2003. Mr. Reardon's term of office will expire at
the annual meeting of the Company's stockholders to be held in 2006. Mr. Reardon
has not been appointed to serve on any Board committees.
The Company has previously entered into certain transactions with NETT and
its affiliates. These transactions are described in the Company's proxy
statement filed in connection with the Company's 2003 annual meeting of
stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HERITAGE PROPERTY
INVESTMENT TRUST, INC.
/s/Thomas C. Prendergast
---------------------------------------
Thomas C. Prendergast
Chairman, President and Chief Executive
Officer
/s/David G. Gaw
---------------------------------------
David G. Gaw
Senior Vice President, Chief Financial
Officer and Treasurer
Dated: September 14, 2004