As filed with the Securities and Exchange Commission on March 12, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-B
FOR REGISTRATION OF SECURITIES OF CERTAIN
SUCCESSOR ISSUERS
Filed Pursuant to Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
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HRE Properties, Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland 04-2458042*
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) 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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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
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Common Stock, par value $.01 per share, The New York Stock Exchange, Inc.
including associated Preferred Share
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
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-None- -None-
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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.
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<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Registration Statement on Form 8-B is filed to register the
securities of HRE Properties, Inc., a Maryland corporation (the "Registrant").
Item 1. General Information.
The Registrant was incorporated under the laws of The State of Maryland
on December 30, 1996. The Registrant's fiscal year-end is the twelve-month
period ending October 31 of each year.
Item 2. Transaction of Succession.
The predecessor company, HRE Properties, a Massachusetts business trust
(the "Predecessor"), had securities registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934 at the time of succession.
Pursuant to a Plan of Reorganization dated as of December 30, 1996 (the
"Plan of Reorganization") between the Registrant and the Predecessor, the
Predecessor merged (the "Merger") with and into the Registrant, the separate
existence of the Predecessor ceased, and the Registrant was the surviving entity
of the Merger. The Registrant possesses all the property, rights, privileges and
powers, and is subject to all of the liabilities, obligations and duties of the
Predecessor.
Upon consummation of the Merger, each issued and outstanding common
share of beneficial interest in the Predecessor was converted into one share of
Common Stock, par value $.01 per share, of the Registrant (the "Common Stock"),
and each outstanding Preferred Share Purchase Right to purchase preferred shares
(or other securities or property) of the Predecessor under certain circumstances
now represents one right to purchase shares of preferred stock (or other
securities or property) of the Registrant under certain circumstances.
Item 3. Securities to be Registered.
The Registrant has authorized 70,000,000 shares of Common Stock, of
which 5,364,755 shares were issued and outstanding as of March 12, 1997. Each
issued and outstanding share of Common Stock also represents one Preferred Share
Purchase Right which entitles the holder thereof to purchase shares of preferred
stock (or other securities or property) of the Registrant under certain
circumstances. None of these securities are issued and held for the account of
the Registrant.
Item 4. Description of Registrant's Securities to be Registered.
With respect to the Common Stock, Registrant's Registration Statement
on Form S-4 filed with the Securities and Exchange Commission (the "Commission")
on December 31, 1996 (No. 333-19113-01), together with all amendments thereto,
now or hereafter filed, is hereby incorporated by reference into this Form 8-B.
<PAGE>
Item 5. Financial Statements and Exhibits.
Pursuant to Part (a) of the Instructions as to Financial Statements, no
financial statements are required to be filed with this Form 8-B. Listed below
are the exhibits filed as part of this Form 8-B.
Exhibit
Number Description of Exhibit
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1. Registrant's Registration Statement on Form S-4 filed with
the Commission on December 31, 1996 (No. 333-19113-01), as
amended (the "1933 Act Registration Statement"), is hereby
incorporated by this reference.
2. Plan of Reorganization, dated as of December 30, 1996,
between Predecessor and Registrant. Incorporated by
reference to Exhibit 2.1 of the 1933 Act Registration
Statement.
3. Registrant's Certificate of Incorporation. Incorporated by
reference to Exhibit 3.1 of the 1933 Act Registration
Statement.
4. Registrant's By-laws. Incorporated by reference to Exhibit
3.2 of the 1933 Act Registration Statement.
5. Registrant's Registration Statement on Form 8-K filed with
the Commission on March 12, 1997 is hereby incorporated by
this reference.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, 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 March 12, 1997.
HRE PROPERTIES, INC.
By: /s/ James R. Moore
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James R. Moore,
Executive Vice President - Chief
Financial Officer
