As filed with the Securities and Exchange Commission on February 26, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HRE Properties, Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland 6798 04-2458042*
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Number)
321 Railroad Avenue
Greenwich, Connecticut 06830
203-863-8200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Charles J. Urstadt
Chairman and Chief Executive Officer
HRE Properties, Inc.
321 Railroad Avenue
Greenwich, Connecticut 06830
203-863-8200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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With copies to:
Thomas J. Drago, Esq.
Coudert Brothers
1114 Avenue of the Americas
New York, NY 10036-7703
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, please
check the following and list the Securities Act registration statement number of
the earlier registration statement for the same offering. |X| 333-19113-01
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* I.R.S. Employer Identification Number of HRE Properties, the predecessor to
the registrant prior to the Reorganization described in Registration Statement
No. 333-19113-01
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Registered Proposed Maximum Proposed Maximum Amount of Registration
Securities to be Offering Price Per Share Aggregate Offering Price Fee
Registered
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Common Stock, par 5,346,081 shares (1) (1) (1) (1)
value $.01 per share
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Common Stock, par 25,000 shares $17.56(2) $439,000(2) $151.38
value $.01 per share
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(1) Previously registered under Registration Statement No. 333-19113-01.
Registration fee of $32,952.14 previously paid in conjunction
therewith.
(2) Based upon the average of the high and low sales prices for shares of
beneficial interest of HRE Properties, a Massachusetts business trust,
as reported on the New York Stock Exchange on February 24, 1997
($17.56) and estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457 of the Securities Act of 1933, as
amended.
This Registration Statement covers an additional 25,000 shares of
Common Stock offered in the same offering as shares previously registered on
Registration Statement No. 333-19113-01. HRE Properties, Inc., a Maryland
corporation, hereby incorporates by reference the information contained in its
Registration Statement No. 333-19113-01, as amended, except for the facing page
information contained herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Greenwich,
State of Connecticut on February 26, 1997.
HRE PROPERTIES, INC.
By: /s/ Charles J. Urstadt
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Charles J. Urstadt,
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Charles J. Urstadt February 26, 1997
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Charles J. Urstadt
Chairman of the Board and
Chief Executive Officer
/s/ James R. Moore February 26, 1997
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James R. Moore
Executive Vice President - Chief
Financial Officer
/s/ E. Virgil Conway February 26, 1997
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E. Virgil Conway
Director
/s/ Robert R. Douglass February 26, 1997
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Robert R. Douglass
Director
/s/ Peter Herrick
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Peter Herrick
Director
/s/ George H.C. Lawrence February 26, 1997
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George H.C. Lawrence
Director
/s/ Paul D. Paganucci February 26, 1997
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Paul D. Paganucci
Director
/s/ James O. York February 26, 1997
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James O. York
Director
INDEX TO EXHIBITS
Exhibits.
5.1 Form of opinion of Miles & Stockbridge, a professional corporation, Filed Herewith
as to legality of shares of Common Stock, par value $.01 each, of
the Corporation and certain related matters (including consent).
8.1 Form of opinion of Coudert Brothers as to certain tax matters Filed Herewith
(including consent).
23.1 Consent of Arthur Andersen LLP. Filed Herewith
23.2 Consents of Miles & Stockbridge, a professional corporation, and Filed Herewith
Coudert Brothers (included in Exhibits 5.1 and 8.1, respectively).