<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
HRE Properties
------------------------------------------------------
(Name of Issuer)
Common Shares, without par value
-------------------------------------------------------
(Title of Class of Securities)
443444-10-4
-------------------------------------------------------
(CUSIP Number)
Charles J. Urstadt
Urstadt Property Company, Inc.
Two Park Place
Bronxville, NY 10708
Tel. No. (914) 337-0223
--------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 26, 1994
-------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1 (b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
Exhibit Index: Page __
Page 1 of ___ Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 443444-10-4 Page of Pages
------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Urstadt Property Company, Inc.
I.R.S. Identification No. 13-3049492
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
NA
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
0
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
30,000
OWNED BY ---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
0
REPORTING ---------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
30,000
WITH ---------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
30,000
- -----------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 443444-10-4 Page of Pages
------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles J. Urstadt
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
NA
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
800
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
930,000
OWNED BY ---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
800
REPORTING ---------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
930,000
WITH ---------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
930,800
- -----------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 443444-10-4 Page of Pages
------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elinor F. Urstadt
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
NA
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- ------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
40,000
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
0
OWNED BY ---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
40,000
REPORTING ---------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
0
WITH ---------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
40,000
- -----------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 443444-10-4 Page of Pages
------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Catherine Urstadt Biddle Irrevocable Trust, By Charles J.
Urstadt as sole trustee
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
00
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- ------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
0
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
450,000
OWNED BY ---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
0
REPORTING ---------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
450,000
WITH ---------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
450,000
- -----------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
00
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 443444-10-4 Page of Pages
------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles D. Urstadt Irrevocable Trust, By Charles J.
Urstadt as sole trustee
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
00
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- ------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
0
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
450,000
OWNED BY ---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
0
REPORTING ---------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
450,000
WITH ---------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
450,000
- -----------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
00
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 6 to the Schedule 13D dated September
10, 1987 (the "Schedule 13D") filed by Charles J. Urstadt
("Mr. Urstadt") and Urstadt Property Company, Inc. (formerly
Pearce, Urstadt, Mayer & Greer, Inc.) ("UPCO"), relates to the
sale by UPCO of 450,000 shares of the Common Shares, without
par value ("Shares"), of HRE Properties (the "Issuer") to the
Catherine Urstadt Biddle Irrevocable Trust (the "CUB Trust")
and 450,000 Shares of the Issuer to the Charles D. Urstadt
Irrevocable Trust (individually, the "CDU Trust," and
collectively with the CUB Trust, the "Trusts"). Except as
otherwise noted, all defined terms have the meanings ascribed
to them in the Schedule 13D.
Item 2. Identity and Background
-----------------------
(a)(b)(c) Item 2 of the Schedule 13D is hereby
supplemented with the following additional information: The
CUB Trust is an irrevocable trust created by Mr. Urstadt's
daughter, Catherine Urstadt Biddle, who is the beneficiary.
Mr. Urstadt is the sole trustee of the CUB Trust and, for
purposes of the Schedule 13D, is considered the beneficial
owner of the CUB Trust.
The CDU Trust is an irrevocable trust created by Mr.
Urstadt's son, Charles D. Urstadt, who is the beneficiary.
Mr. Urstadt is the sole trustee of the CDU Trust and, for
purposes of the Schedule 13D, is considered the beneficial
owner of the CDU Trust.
(d) Mr. Urstadt has not been convicted in any criminal
proceeding during the past five years (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, Mr. Urstadt has not been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Mr. Urstadt is a citizen of the United States of
America.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 of the Schedule 13D is hereby supplemented with
the following additional information:
The total aggregate amount of funds received by UPCO for
the 900,000 Shares of the Issuer purchased by the Trusts and
covered by this Amendment is $11,700,000, inclusive of
brokerage commissions. The sources of these funds were one
promissory note in the amount of $5,850,000 from the CUB Trust
and one promissory note in the amount of $5,850,000 from the
CDU Trust. Each promissory note is payable in 15 years and
bears interest at the rate of 7.0% per annum. Payment of each
promissory note is secured by a pledge of the Shares being
purchased by the respective Trust, by such Trust to UPCO.
This sale was effected in two separate transactions, both
occurring on April 26, 1994, and each transaction was a
private transaction not effected on the New York Stock
Exchange.
Item 4. Purpose of Transaction
----------------------
Item 4 of the Schedule 13D is hereby supplemented with
the following additional information:
The sale of the 900,000 Shares of the Issuer was effected
by UPCO and Mr. Urstadt for estate planning purposes. None of
UPCO, Mr. Urstadt, Mrs. Urstadt, or either of the Trusts has
any present plan or proposal which would result in any of the
consequences described in paragraphs (b) through (j) of Item
4 of Schedule 13D. None of UPCO, Mr. Urstadt, Mrs. Urstadt,
or either of the Trusts has any intention of taking any other
action which would change or affect in any way the status of
the Issuer as a qualified REIT. From time to time, UPCO, Mr.
Urstadt, Mrs. Urstadt, and the Trusts may make further
acquisitions of Shares.
<PAGE>
Neither of the Trusts borrowed money or entered into any
loan agreement in order to effect any of these purchases of
the Shares of the Issuer. Each Trust made its purchase by
issuance of a promissory note, as described in Item 3 above.
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 of the Schedule 13D is hereby supplemented with
the following additional information:
(a) (b) (c) Mr. Urstadt is the beneficial and record
owner of 800 Shares of the Issuer individually, which, when
added to the 30,000 Shares held by UPCO (of which Mr. Urstadt
is deemed beneficial owner), the 450,000 Shares held by the
CUB Trust (of which Mr. Urstadt is deemed beneficial owner as
trustee), the 450,000 Shares held by the CDU Trust (of which
Mr. Urstadt is deemed beneficial owner as trustee), the 40,000
Shares held by Mrs. Urstadt, and 66,250 Shares, issuable upon
exercise of options exercisable within 60 days, held by Mr.
Urstadt, constitute 1,036,250 Shares or 19.4% of the 5,325,605
Shares of the Issuer outstanding as of January 31, 1994. This
figure excludes 101,250 shares issuable upon exercise of
options which are not currently exercisable and will not
become exercisable within 60 days.
Item 6. Contracts, Arrangements, Understandings or
Relationships
With Respect to Securities of the Issuer
----------------------------------------
The 450,000 Shares sold to the CUB Trust are pledged by
the CUB Trust to UPCO pursuant to a Stock Pledge Agreement,
dated April 26, 1994, between the CUB Trust and UPCO, as
security for the promissory note from the CUB Trust to UPCO.
The 450,000 Shares sold to the CDU Trust are pledged by the
CDU Trust to UPCO pursuant to a Stock Pledge Agreement, dated
April 26, 1994, between the CDU Trust and UPCO, as security
for the promissory note from the CDU Trust to UPCO.
<PAGE>
Item 7. Material to be Filed As Exhibits
--------------------------------
A joint filing agreement among UPCO, Mr. Urstadt, Mrs.
Urstadt and the Trusts is attached hereto as Exhibit A. A
summary of the transactions described herein is attached
hereto as Exhibit B.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
Dated: April 26, 1994
URSTADT PROPERTY COMPANY, INC.
(formerly PEARCE, URSTADT, MAYER &
GREER, INC.)
By: Harry Frazee
________________________________
Name: Harry Frazee
Title: Senior Vice President
and Treasurer
Charles J. Urstadt
___________________________________
Charles J. Urstadt
Elinor F. Urstadt
___________________________________
Elinor F. Urstadt
CATHERINE URSTADT BIDDLE
IRREVOCABLE TRUST
By: Charles J. Urstadt
_______________________________
Name: Charles J. Urstadt
Title: Trustee
CHARLES D. URSTADT IRREVOCABLE
TRUST
By: Charles J. Urstadt
_______________________________
Name: Charles J. Urstadt
Title: Trustee
<PAGE>
EXHIBIT INDEX
Exhibit Page
- ------- -----
Exhibit A - Joint Filing Agreement
Exhibit B - Summary of Transactions
<PAGE>
APPENDIX
--------
Pursuant to Regulation S-T Rule 101, below are Schedule 13D,
and Amendments 1, 2, 3, 4 and 5.
<PAGE>1 of 16 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___)*
HRE PROPERTIES
-------------------------------------------------------
(Name of Issuer)
Common Shares
-------------------------------------------------------
(Title of Class of Securities)
443444 10 4
--------------------------------------------------------
(CUSIP Number)
Charles J. Urstadt
Pearce, Urstadt, Mayer & Geer Inc. Telephone No.
90 Park Avenue, New York, NY 10016 (212) 682-1400
- --------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 10, 1987
- ------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [X]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13-d1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filed out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
<PAGE>2 of 16 Pages
CUSIP NO. 443444 10 4 13D Page 2 of 16 Pages
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PEARCE, URSTADT, MAYER & GREER INC.
I.R.S. Identification No. 13-3049492
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)[ ]
(b)[X]
This filing is made with reference to and in conjunction
with a 13D filing of even date herewith made by David
Jacobs, Martin Cleary and Richard Jacobs, however this
filing shall not be deemed an affirmation by Pearce,
Urstadt, Mayer & Greer Inc. of the existence of a
"Group" with Messrs. Jacobs, Cleary and Jacobs within
the meaning of Section 13(d)(3) of the Act.
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
176,800
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
0
OWNED BY ---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
176,800
REPORTING ---------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
0
WITH ---------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
176,800
- -----------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(If aggregated with the holdings of David Jacobs, Martin
Cleary and Richard Jacobs, 5.983%)
2.968%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>3 of 16 Pages
CUSIP NO. 443444 10 4 13D Page 3 of 16 Pages
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles J. Urstadt
Social Security No. ###-##-####
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
800
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
0
OWNED BY ---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
800
REPORTING ---------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
0
WITH ---------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
800 (Charles J. Urstadt jointly files this statement
with Pearce, Urstadt, Mayer & Greer Inc. ("PUM&G) only
because Charles J. Urstadt owns or has options to
acquire approximately 80% of the voting stock of PUM&G
and may thereby be deemed*
- -----------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.0134% ( Collectively with PUM&G, 2.9815%)
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
*indirectly to own beneficially the 176,800 shares of the
Issuer owned by PUM&G.)
<PAGE>4
Item 1. Security and Issuer
-------------------
This statement relates to the common shares (the "Common
Shares") of HRE PROPERTIES, a Massachusetts Business Trust
qualified as a Real Estate Investment Trust ("REIT") pursuant
to the Internal Revenue Code of 1986 (the "Issuer") . The
principal executive offices of the Issuer are located at 530
Fifth Avenue, New York, New York 10036.
Item 2. Identity and Background
-----------------------
(a) (b) and (c). The names of the persons filing this
statement are Pearce, Urstadt, Mayer & Greer Inc., a
corporation organized and existing under the laws of the State
of Delaware ("PUM&G") and Charles J. Urstadt, an individual
who owns or has options to acquire an aggregate of
approximately 80% of the voting shares of PUM&G. Pursuant to
Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended (the "Act"), PUM&G and Charles J. Urstadt file this
statement jointly on behalf of both of them. A copy of their
Joint Filing Agreement is attached hereto as Exhibit A.
PUM&G is engaged in the business of real estate
investments and has its principal office and business address
at 90 Park Avenue, New York, New York 10016. Charles J.
Urstadt is a Director, as well as Chairman of the Board and
President, of PUM&G. In addition, he is Chairman of the Board
and Chief Executive Officer of Pearce, Urstadt, Mayer & Greer
Realty Corp., a New York corporation ("Realty Corp."), engaged
in the business of real estate brokerage and management. His
business address
<PAGE>5
and that of both PUM&G and Realty Corp. is 90 Park Avenue, New
York, New York 10016.
The following table sets forth with respect to each
Director and each Executive Officer of PUM&G, such person's
(a) name, (b) residence or business address and (c) principal
occupation or employment and the name, principal business and
address of any corporation or other organization in which such
employment is conducted:
Directors Of PUM&G
------------------
1. (a) Charles J. Urstadt
(b) See above
(c) See above
2. (a) George H.C. Lawrence
(b) One Valley Road
Bronxville, New York 10708
(c) Chairman of the Board of Lawrence Investing
Co. which has its principal office at the
address set forth in 2(b) above and is engaged
in the business of real estate investments.
3. (a) Jeffrey Urstadt
(b) 90 Park Avenue
New York, New York 10016
(c) Vice Chairman of PUM&G and Senior Vice
President of Realty Corp., both having their
principal place of business at the address
stated in (b) above. Engaged primarily in the
business of real estate brokerage and
management through Realty Corp.
4. (a) Robert G. Wilson
(b) 151 Crandon Boulevard
Key Biscayne, Florida 33149
<PAGE>6
(c) Limited Partner of Goldman Sachs & Co.,
investment banking firm, which has its
principal offices at 85 Broad Street, New
York, N.Y. 10004
Executive Officers of PUM&G
---------------------------
1. (a) Charles J. Urstadt
Chairman of the Board and President
(b) See above
(c) See above
2. (a) Jeffrey Urstadt
Vice Chairman
(b) See Directors above
(c) See Directors above
3. (a) Harry Frazee
Senior Vice President and Treasurer
(b) 90 Park Avenue
New York, New York 10016
(c) Senior Vice President and Treasurer of PUM&G
and Senior Vice President and Treasurer of
Realty Corp., both having their principal
offices at the address stated in (b) above.
Engaged primarily in the business of real
estate brokerage and management through Realty
Corp.
4. (a) Charles D. Urstadt
Senior Vice President and Secretary
(b) 90 Park Avenue
New York, New York 10016
(c) Senior Vice President and Secretary of PUM&G
and Senior Vice President and Secretary of
Realty Corp., both having their principal
offices at the address stated in (b) above.
Engaged primarily in the business of real
estate brokerage and management through Realty
Corp.
5. (a) Richard J. Rowe
Assistant Vice President and Assistant
Secretary
(b) 90 Park Avenue
New York, New York 10016
<PAGE>7
(c) Assistant Vice President and Assistant
Secretary of PUM&G and Secretary of Realty
Corp., both having their principal offices at
the address stated in (b) above. Engaged
primarily in the business of real estate
brokerage and management through Realty Corp.
6. (a) Anna Pfeiffer
Assistant Treasurer
(b) 90 Park Avenue
New York, New York 10016
(c) Assistant Treasurer of PUM&G and Assistant
Treasurer of Realty Corp., both having their
principal offices at the address stated in (b)
above. Engaged primarily in the business of
real estate brokerage and management through
Realty Corp.
(d) Neither PUM&G, Charles J. Urstadt nor, to the
best knowledge of such reporting persons, any of the persons
named above as Directors or Executive Officers of PUM&G, has
been convicted of any criminal proceeding during the past five
years (excluding traffic violations or similar misdemeanors).
(e) Neither PUM&G, Charles J. Urstadt nor, to the
best knowledge of such reporting persons, any of the persons
named above as Directors or Executive Officers of PUM&G, has,
during the past five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.
<PAGE>8
(f) PUM&G is a corporation organized and existing
under the laws of Delaware. Charles J. Urstadt and each of
the persons named above as Directors or Executive Officers of
PUM&G are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The total aggregate amount of funds expended to purchase
the 176,800 Common Shares of the Issuer owned by PUM&G was
$3,858,820. The source of all of these funds was cash of
PUM&G. These purchases were effected in a series of multiple
transactions from November 3, 1986 through the most recent
purchase made on September 10, 1987.
The total amount of funds expended to purchase the 800
Common Shares of the Issuer owned by Charles J. Urstadt was
approximately $18,000. The source of all of these funds was
personal cash of Charles J. Urstadt.The shares of the Issuer
owned by Charles J. Urstadt were purchased in a series of past
transactions, all reported on Form 4 because Charles J.
Urstadt is a Director and Chairman of the Board of the Issuer.
Neither PUM&G or Charles J. Urstadt borrowed money or
entered into any loan in order to effect any purchases of the
shares of the Issuer.
Item 4. Purpose of Transaction
----------------------
PUM&G and Charles J. Urstadt acquired Common Shares of
the Issuer for investment purposes. The combined total of
Common Shares held by PUM&G and Charles J. Urstadt is 2.9815%
of the
<PAGE>9
outstanding equity securities of the Issuer of such class.
PUM&G and Charles J. Urstadt file this statement with
reference to and in conjunction with the Schedule 13D of even
date herewith being filed by David Jacobs, Martin Cleary and
Richard Jacobs with respect to a combined total of 179,600
Common Shares of the Issuer held by them in the following
approximate percentages:
David Jacobs - 30%
Martin Cleary - 10%
Richard Jacobs - 60%
The Common Shares held by David Jacobs, Martin Cleary and
Richard Jacobs were acquired through a series of transactions,
the most recent of which occurred on September 10, 1987.
Following the purchases by PUM&G and by David Jacobs, Martin
Cleary and Richard Jacobs on September 10, 1987, the combined
holdings of PUM&G and David Jacobs, Martin Cleary and Richard
Jacobs total 5.983% of the issued and outstanding Common
Shares of the Issuer as of July 31, 1987, the date of the most
recent filing on Form 10Q by the Issuer with the Securities
and Exchange Commission.
The filing of this statement is not to be construed
as an admission that PUM&G and David Jacobs, Martin Cleary and
Richard Jacobs constitute a "Group" within Section 13 (d) (3)
of the Act. This conjunctive filing is made only because
since approximately November of 1986, whenever PUM&G, on the
one hand, has acquired Common Shares of the Issuer, David
Jacobs, Martin Cleary and Richard Jacobs, collectively, on the
other hand, have at the same time through independent
purchases acquired an equal
<PAGE>10
number of Common Shares of the Issuer. These independent but
commonly timed equal purchases have been made pursuant to an
informal oral understanding among PUM&G, on the one hand, and
David Jacobs, Martin Cleary and Richard Jacobs, on the other
hand, to the effect that whenever either of them proposed to
purchase any number of Common Shares of the Issuer, such
proposing party would so notify the other, who would then have
the opportunity to purchase independently 50% of such shares
so that their holdings of Common Shares of the Issuer would
remain relatively equal. This informal oral understanding
has always been and continues to be terminable at will at any
time by any of PUM&G, David Jacobs, Martin Cleary or Richard
Jacobs in his or its sole discretion. From time to time in
the future, PUM&G may purchase additional Common Shares of the
Issuer on the basis of the oral understanding described or may
independently purchase, hold or dispose of shares of the
Issuer. There is no agreement or understanding of any kind
among PUM&G and Messrs. Jacobs, Cleary and Jacobs with
respect to the voting or disposition of any shares of the
Issuer.
Neither PUM&G nor Charles J. Urstadt has any present
plans or proposals which would result in any of the
consequences to the Issuer described in paragraphs (b) through
(j) of Item 4 of Schedule 13D. Neither PUM&G nor Charles J.
Urstadt has any intention of making any acquisition of shares
or taking any other action which would change or affect in any
way the status of the Issuer as a qualified REIT.
<PAGE>11
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) (b) (c) PUM&G is the record and beneficial owner of
176,800 Common Shares of the Issuer, constituting 2.968% of
the 5,956,732 Common Shares of the Issuer outstanding as of
July 31, 1987, the date of the most recent filing (on Form
10Q) made by the Issuer with the Securities and Exchange
Commission. Attached hereto as Exhibit B is a schedule
setting forth the date of purchase (trade date and settlement
date), number of shares purchased, price per share paid and
the total cost paid, for each transaction through which PUM&G
acquired Common Shares of the Issuer during the past 60 days.
Through these transactions effected during the past 60 days,
PUM&G acquired a total of 117,500 Common Shares of the Issuer.
All of the remaining shares of the 176,800 total Common Shares
of the Issuer owned by PUM&G were acquired prior to such past
60-day period.
Charles J. Urstadt owns a total of 800 Common Shares of
the Issuer, constituting .0134% of the total Common Shares of
the Issuer outstanding as of July 31, 1987, the date of the
most recent filing of the Issuer with the Securities Exchange
Commission. All of Charles J. Urstadt's shares were acquired
prior to the past 60 days. The combined holdings of PUM&G and
Charles J. Urstadt total 2.9815% of the Common Shares of the
Issuer outstanding as of July 31, 1987.
PUM&G has sole power to vote and sole power to dispose
of or direct the disposition of all shares of the Issuer owned
by it. Charles J. Urstadt has sole power to vote and sole
power to dispose of or direct the disposition of all shares of
the Issuer
<PAGE>12
owned by him. PUM&G has no power to vote, dispose of or
direct the disposition of any of the shares of the Issuer
owned by any of David Jacobs, Martin Cleary or Richard Jacobs
and none of David Jacobs, Martin Cleary or Richard Jacobs has
any power to vote, dispose of or direct the disposition of any
of the shares of the Issuer owned by PUM&G. There is no
agreement or understanding of any kind among PUM&G and Messrs.
Jacobs, Cleary and Jacobs as to the voting or disposition of
any shares of the Issuer.
(d) Neither PUM&G nor Charles J. Urstadt knows of any
person who has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of,
Common Shares of the Issuer, except for any shareholder of the
Issuer who may have been disclosed in a report of the Issuer
filed pursuant to the Act, as amended, or a proxy statement of
the Issuer.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Undertakings or
Relationships with Respect to Securities of the
Issuer
-----------------------------------------------
See the description in response to Item 4 of the oral
understanding between PUM&G and David Jacobs, Martin Cleary
and Richard Jacobs, with respect to the acquisition of
available shares of the Issuer.
<PAGE>13
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit A: Joint Filing Agreement between Pearce,
Urstadt, Mayer & Greer Inc. and Charles
J. Urstadt, dated September 17, 1987.
Exhibit B: Schedule of transactions acquiring shares
of the Issuer effected within the past 60
days.
The above Exhibits are hereby incorporated herein by
reference.
<PAGE>14
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: September 17, 1987.
PEARCE, URSTADT, MAYER & GREER INC.
By: Charles J. Urstadt
_______________________________
Name: Charles J. Urstadt
Title: Chairman of the Board
and President
By: Harry Frazee
_______________________________
Name: Harry Frazee
Title: Senior Vice President
and Treasurer
Charles J. Urstadt
_____________________________
Charles J. Urstadt
<PAGE>1 of 6 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
HRE PROPERTIES
------------------------------------------------------------
(Name of Issuer)
Common Shares
------------------------------------------------------------
(Title of Class of Securities)
443444 10 4
------------------------------------------------------------
(CUSIP Number)
Charles J. Urstadt
Pearce, Urstadt, Mayer & Greer Inc. Telephone No.
90 Park Avenue, New York, NY 10016 (212) 682-1400
- -------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 23, 1987
------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13-d1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filed out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
<PAGE>2 of 6 Pages
CUSIP NO. 443444 10 4 13D Page 2 of 6 Pages
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PEARCE, URSTADT, MAYER & GREER INC.
I.R.S. Identification No. 13-3049492
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
The initial filing was made with reference to and in
conjunction with a 13D filing by David Jacobs, Martin
Cleary and Richard Jacobs. This Amendment covers Pearce,
Urstadt, Mayer & Greer Inc.
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
519,100
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
0
OWNED BY ---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
519,100
REPORTING ---------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
0
WITH ---------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
519,100
- -----------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.71%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
Co.
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>3 of 6 Pages
This Amendment No. 1 to the Schedule 13D dated September 10,
1987 (herein referred to as the "Schedule 13D"), relating to the
Common Shares of HRE Properties, amends and supplements the
Schedule 13D. Capitalized terms used herein have the meanings set
forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 of the Schedule 13D is hereby supplemented with the
following additional information:
The total aggregate amount of funds expended to purchase the
additional 342,300 Common Shares of the Issuer purchased by PUM&G
and covered by this Amendment was $6,531,071, inclusive of
brokerage commissions. The source of all of these funds was cash
of PUM&G. These purchases were effected in a series of multiple
transactions from October 5, 1987 through the most recent purchase
made on October 23, 1987, all such purchases having been effected
on the New York Stock Exchange.
PUM&G neither borrowed money nor entered into any loan in
order to effect any purchases of the shares of the Issuer.
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 of the Schedule 13D is hereby supplemented with the
following additional information:
(a) (b) (c) PUM&G is the beneficial and will be the record
owner of 519,100 Common Shares of the Issuer, con-
<PAGE>4 of 6 Pages
stituting 8.71% of the 5,956,732 Common Shares of the Issuer
outstanding as of July 31, 1987, the date of the most recent
filing (on Form 10Q) made by the Issuer with the Securities and
Exchange Commission. Attached hereto as Exhibit B is a schedule
setting forth the date of purchase (trade date and settlement
date), number of shares purchased, price per share paid and the
total cost paid, for each transaction through which PUM&G acquired
Common Shares of the Issuer during the period September 30, 1987
through October 23, 1987. Through these transactions effected
during the period, PUM&G acquired a total of 342,300 Common Shares
of the Issuer.
<PAGE>5 of 6 Pages
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: October 30, 1987
PEARCE, URSTADT, MAYER & GREER INC.
By: Charles J. Urstadt
______________________________
Name: Charles J. Urstadt
Title: Chairman of the Board
and President
By: Harry Frazee
_______________________________
Name: Harry Frazee
Title: Senior Vice President
and Treasurer
Charles J. Urstadt
__________________________________
Charles J. Urstadt
<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
HRE PROPERTIES
------------------------------------------------------------
(Name of Issuer)
Common Shares, without par value
------------------------------------------------------------
(Title of Class of Securities)
443444-10-4
------------------------------------------------------------
(CUSIP Number)
Charles J. Urstadt
Urstadt Property Company, Inc. Tel. No.
90 Park Avenue, New York, NY 10016 (212) 682-1400
- -------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 10, 1988
------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13-d1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filed out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following page(s))
<PAGE>2
CUSIP NO. 443444-10-4 13D Page of Pages
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Urstadt Property Company, Inc.
I.R.S. Identification No. 13-3049492
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
0
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
753,700
OWNED BY ---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
0
REPORTING ---------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
753,700
WITH ---------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
754,500
- -----------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>3
CUSIP NO. 443444-10-4 13D Page of Pages
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles J. Urstadt
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
N/A
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
800
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
753,700
OWNED BY ---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
800
REPORTING ---------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
753,700
WITH ---------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
754,500
- -----------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>4
This Amendment No. 2 to the Schedule 13D dated September
10, 1987 (the "Schedule 13D") filed by Charles J. Urstadt and
Pearce, Urstadt, Mayer & Greer, Inc. ("PUM&G") relates to
(i) the acquisition by PUM&G of additional shares ("Shares")
of the common shares, without par value, of HRE Properties
(the "Issuer"), and (ii) PUM&G's change of name, pursuant to
a short-form merger, to Urstadt Property Company, Inc.
Except as otherwise noted, all defined terms have the
meanings ascribed to them in the Schedule 13D.
Item 2. Identity and Background
-----------------------
Item 2(a) is supplemented as follows:
On August 16, 1988, Urstadt Property Company, Inc., a
Delaware corporation, was merged into PUM&G (the "Merger"),
with PUM&G continuing as the surviving corporation. Pursuant
to the terms of the Merger the name of PUM&G, as the
surviving corporation, was changed to Urstadt Property
Company, Inc. ("UPCO").
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 of the Schedule 13D is hereby supplemented as
follows:
The total aggregate amount of funds expended to purchase
the additional 40,000 shares of the Issuer acquired by UPCO
on August
<PAGE>
11, 1988 was $1,003,944.00. All of the funds for this
purchase were generated from the working capital of UPCO. It
is anticipated that, in order to effect the purchase of the
remaining 139,600 Shares it will acquire after the expiration
of the applicable waiting period specified in the rules under
the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976
(the "Act") or after any early termination of the waiting
period granted by applicable federal authorities pursuant to
the Act, UPCO will employ working capital and/or borrowed
funds. The 139,600 Shares will be acquired for a price of
$3,490,000 plus interest at an annual rate of 7.2% calculated
from July 22, 1988 until the date the 139,000 Shares are
purchased.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 of the Schedule 13D is hereby amended as follows:
(a) Upon the completion of the purchase of the 139,000
Shares of the Issuer it has contracted to purchase, as
referred to in paragraph (c) below, UPCO will own 753,700
Shares of the Issuer which, when added to the 800 Shares held
by Charles J. Urstadt, amounts to 12.6% of the 5,979,861
Shares issued and outstanding, as reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ended on April
30, 1988.
(b) Charles J. Urstadt has the sole power to vote and
dispose of the 800 Shares held by him directly. UPCO and
Charles J. Urstadt may be deemed to have shared power to vote
and
<PAGE>
dispose of the 753,800 Shares (including the 139,600 Shares
to be acquired after the expiration or early termination of
the waiting period) owned or to be owned by UPCO in view of
the fact that Charles J. Urstadt and his wife own or control
approximately 87% of the outstanding voting securities of
UPCO.
(c) On August 10, 1988, PUM&G entered into an agreement
to purchase 179,600 Shares owned by three individuals, Martin
J. Cleary, David H. Jacobs and Richard E. Jacobs
(collectively the "Sellers"). Pursuant to the terms of this
agreement, on August 11, 1988 PUM&G purchased 40,000 Shares
from the Sellers for a total of $1,003,944.00 or $25.00 per
share and interest at the rate of 7.2% for the period from
July 22, 1988 until August 10, 1988. UPCO is obligated under
the terms of the agreement to purchase the remaining 139,600
Shares as soon as practicable after the earlier of the
following: (i) the expiration of the applicable waiting
period specified in the rules under the Act or (ii) any
early termination of the waiting period granted by applicable
federal authorities. Each of these 139,600 Shares will be
acquired for $25.00 per share and interest at the rate of
7.2% for the period from July 22, 1988 until the date of
purchase.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
--------------------------------------------
<PAGE>
Except as described in the preceding paragraphs, there
are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any other person with
respect to any securities of the Issuer, including but not
limited to the transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option agreements,
puts or calls, guarantees of profits or loss or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit 1. Stock Purchase Agreement dated August 10,
1988 by and between PUM&G and Martin J.
Cleary, David H. Jacobs and Richard E.
Jacobs.
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this Statement is true, complete and
correct.
Dated: August 19, 1988
URSTADT PROPERTY COMPANY, INC. (formerly-
PEARCE, URSTADT, MAYER & GREER INC.)
By: Charles J. Urstadt
________________________________
Name: Charles J. Urstadt
Title: Chairman of the Board
and President
By: Harry Frazee
________________________________
Name: Harry Frazee
Title: Senior Vice President
and Treasurer
Charles J. Urstadt
______________________________
Charles J. Urstadt
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Number Description Page Number
- -------------- ----------- -----------
1. Stock Purchase Agreement dated August 10, 1988.
<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
HRE PROPERTIES
------------------------------------------------------------
(Name of Issuer)
Common Shares, without par value
------------------------------------------------------------
(Title of Class of Securities)
443444-10-4
------------------------------------------------------------
(CUSIP Number)
Charles J. Urstadt
Urstadt Property Company, Inc. Tel. No.
Two Park Place, Bronxville, NY 10708 (914) 337-0223
- -------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 30, 1988
------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13-d1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filed out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following page(s))
<PAGE>2
CUSIP NO. 443444-10-4 13D Page 2 of Pages
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Urstadt Property Company, Inc.
I.R.S. Identification No. 13-3049492
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
WC, BK
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
0
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
753,700
OWNED BY ---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
0
REPORTING ---------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
753,700
WITH ---------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
754,500
- -----------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>3
CUSIP NO. 443444-10-4 13D Page 3 of Pages
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles J. Urstadt
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
N/A
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
800
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
753,700
OWNED BY ---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
800
REPORTING ---------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
753,700
WITH ---------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
754,500
- -----------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 3 to the Schedule 13D dated September
10, 1987 (the "Schedule 13D") filed by Charles J. Urstadt and
Pearce, Urstadt, Mayer & Greer, Inc. ("PUM&G") relates to the
acquisition by Urstadt Property Company, Inc. ("UPCO") of
additional shares ("Shares") of the common shares, without
par value, of HRE Properties (the "Issuer"). Except as
otherwise noted, all defined terms have the meanings ascribed
to them in the Schedule 13D.
Item 2. Identity and Background
-----------------------
Item 2(a) is amended as follows:
The address of Urstadt Property Company, Inc. is 2 Park
Place, Bronxville, NY 10708.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 of the Schedule 13D is hereby supplemented as
follows:
The total aggregate amount of funds expended to purchase
the 139,600 Shares of the Issuer acquired by UPCO on August
30 and 31, 1988 was $3,517,529.08. A total of $2,000,000 of
this amount was borrowed by UPCO from the Bank of New York,
(the "Bank"). The remaining $1,517,529.08 used to purchase
the Shares was generated from the working capital of UPCO.
The Collateral Note and Security Agreement executed by UPCO
on August 30, 1988 for
<PAGE>
the benefit of the Bank in respect of the $2,000,000 of
borrowed funds, a copy of which is attached hereto as Exhibit
1 and incorporated herein by reference, provides that the
principal amount of the loaned funds shall be payable to the
Bank on demand and that interest on the unpaid principal
amount is payable monthly at a rate of Prime plus 1 1/2%.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 of the Schedule 13D is hereby amended as follows:
(a) UPCO owns 753,700 Shares of the Issuer which, when
added to the 800 Shares held by Charles J. Urstadt amounts to
12.6% of the 5,979,861 Shares issued and outstanding, as
reported in the Issuer's report on Form 10-Q for the quarter
ended on April 30, 1988.
(c) On August 30 and 31, 1988, in a private sale, UPCO
purchased a total of 139,600 Shares from the Sellers, in
fulfillment of the terms and conditions of a Stock Purchase
Agreement dated August 10, 1988. As previously reported, the
purchase of these 139,600 Shares was contingent upon
expiration or early termination of the waiting period
required under the Hart-Scott-Rodino Anti-Trust Improvements
Act of 1976. UPCO received notification of early termination
of the waiting period from the Federal Trade Commission on
August 22, 1988. The 139,600 Shares were purchased for a
price of $25.00 per Share (or $3,490,000) plus interest at
the annual rate of 7.2% for the
<PAGE>
period from July 22, 1988 through August 30, 1988 (or
$27,529.08).
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1. Collateral Note and Security Agreement
dated August 30, 1988 executed by
Urstadt Property Company, Inc.
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this Statement is true, complete and
correct.
Dated: September 8, 1988
URSTADT PROPERTY COMPANY, INC.(formerly
PEARCE, URSTADT, MAYER & GREER INC.)
By: Charles J. Urstadt
____________________________________
Name: Charles J. Urstadt
Title: Chairman of the Board
and President
By: Harry Frazee
____________________________________
Name: Harry Frazee
Title: Senior Vice President
and Treasurer
Charles J. Urstadt
_________________________________
Charles J. Urstadt
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Number Description Page Number
- -------------- ----------- -----------
- -
1. Collateral Note and Security Agreement dated August 30,
1988.
<PAGE>1 of 7 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 )*
HRE PROPERTIES
------------------------------------------------------------
(Name of Issuer)
Common Shares, without par value
------------------------------------------------------------
(Title of Class of Securities)
443444-10-4
------------------------------------------------------------
(CUSIP Number)
Charles J. Urstadt
Urstadt Property Company, Inc. Tel. No.
Two Park Place, Bronxville, NY 10708 (914) 337-0223
- -------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 19, 1990
------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13-d1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filed out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following page(s))
<PAGE>2 of 7 Pages
CUSIP NO. 443444-10-4 13D Page 2 of 7 Pages
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Urstadt Property Company, Inc.
I.R.S. Identification No. 13-3049492
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
0
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
830,000
OWNED BY ---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
0
REPORTING ---------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
830,800
WITH ---------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
830,800
- -----------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.57%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>3 of 7 Pages
CUSIP NO. 443444-10-4 13D Page 3 of 7 Pages
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles J. Urstadt
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
N/A
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
800
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
830,000
OWNED BY ---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
800
REPORTING ---------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
830,000
WITH ---------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
830,800
- -----------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.57%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>4 of 7 Pages
This Amendment No. 4 to the Schedule 13D dated September 10,
1987 (the "Schedule 13D") filed by Charles J. Urstadt and Pearce,
Urstadt, Mayer & Greer, Inc., now known as Urstadt Property
Company, Inc. ("UPCO"), relates to the acquisition by UPCO of
additional shares of the common shares, without par value
("Shares") , of HRE Properties (the "Issuer"). Except as
otherwise noted, all defined terms have the meanings ascribed to
them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 of the Schedule 13D is hereby supplemented with the
following additional information:
The total aggregate amount of funds expended to purchase the
additional 76,300 Shares of the Issuer purchased by UPCO and
covered by this Amendment was $1,192,832.90, inclusive of
brokerage commissions. The source of all of these funds was cash
generated from working capital of UPCO. These purchases were
effected in a series of multiple transactions from January 1, 1989
through the most recent purchase made on November 19, 1990, all
such purchases having been effected on the New York Stock
Exchange.
UPCO neither borrowed money nor entered into any loan in
order to effect any of these purchases of the Shares of the
Issuer.
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 of the Schedule 13D is hereby supplemented with the
following additional information:
<PAGE>5 of 7 Pages
(a) (b) (c) UPCO is the beneficial and record owner of
830,000 Shares of the Issuer, which, when added to the 800 Shares
held by Charles J. Urstadt, constitute 15.57% of the 5,334.959
Shares of the Issuer outstanding as of July 31, 1990, the date of
the most recent filing on Form 10-Q made by the Issuer with the
Securities and Exchange Commission. Attached hereto as Exhibit B
is a schedule setting forth the date of purchase (trade date),
number of shares purchased, price per share paid and the total
cost paid, for each transaction through which UPCO acquired Shares
of the Issuer during the period from September 1, 1988 through
November 19, 1990. Through these transactions effected during the
period, UPCO acquired a total of 76,300 Shares of the Issuer. In
each transaction individually, and until after the most recent
transaction effected on November 19, 1990, in all of such
transactions in the aggregate, the total number of shares acquired
by UPCO amounted to less than 1% of the Issuer's outstanding
Shares.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit B is supplemented by the Schedule of Transactions in
which UPCO Acquired Shares of the Issuer after 8-31-88, attached
hereto as Exhibit B.
<PAGE>6 of 7 Pages
SIGNATURE
---------
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth
in this Statement is true, complete and correct.
Dated: November 28, 1990
URSTADT PROPERTY COMPANY, INC. (formerly
PEARCE, URSTADT, MAYER & GREER, INC.)
By: Charles J. Urstadt
_______________________________
Name: Charles J. Urstadt
Title: Chairman of the Board
and President
By: Harry Frazee
_______________________________
Name: Harry Frazee
Title: Senior Vice President
and Treasurer
Charles J. Urstadt
_____________________________
Charles J. Urstadt
<PAGE>1 of 9 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5 )*
HRE PROPERTIES
------------------------------------------------------------
(Name of Issuer)
Common Shares, without par value
------------------------------------------------------------
(Title of Class of Securities)
443444-10-4
------------------------------------------------------------
(CUSIP Number)
Charles J. Urstadt
Urstadt Property Company, Inc. Tel. No.
Two Park Place, Bronxville, NY 10708 (914) 337-0223
- -------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 11, 1992
------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13-d1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filed out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following page(s))
<PAGE>2 of 9 Pages
CUSIP NO. 443444-10-4 13D Page 2 of 9 Pages
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Urstadt Property Company, Inc.
I.R.S. Identification No. 13-3049492
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
0
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
915,000
OWNED BY ---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
0
REPORTING ---------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
915,000
WITH ---------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
973,300
- -----------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>3 of 9 Pages
CUSIP NO. 443444-10-4 13D Page 3 of 9 Pages
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles J. Urstadt
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
N/A
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
18,300
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
915,000
OWNED BY ---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
18,300
REPORTING ---------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
915,000
WITH ---------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
973,300
- -----------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>4 of 9 Pages
CUSIP NO. 443444-10-4 13D Page 4 of 9 Pages
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elinor F. Urstadt
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e). [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
40,000
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
0
OWNED BY ---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
40,000
REPORTING ---------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
0
WITH ---------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
973,300
- -----------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>5 of 9 Pages
This Amendment No. 5 to the Schedule 13D dated September
10, 1987 (the "Schedule 13D") filed by Charles J. Urstadt
("Mr. Urstadt") and Urstadt Property Company, Inc. (formally
Pearce, Urstadt, Mayer & Greer, Inc.) ("UPCO"), relates to
the acquisition by UPCO and Elinor F. Urstadt, Mr. Urstadt's
wife ("Mrs. Urstadt"), of additional shares of the Common
Shares, without par value ("shares"), of HRE Properties (the
"Issuer"). Except as otherwise noted, all defined terms have
the meanings ascribed to them in the Schedule 13D.
Item 2. Identity and Background
-----------------------
(a) (b) (c) Item 2 of the Schedule 13D is hereby
supplemented with the following additional information:
Elinor F. Urstadt, a housewife, is an individual
residing at 6 Beechwood Road, Bronxville, New York 10708.
(d) Mrs. Urstadt has not been convicted in any original
proceeding during the past five years (excluding traffic
violations or similar misdemeanors).
(e) Mrs. Urstadt has not, during the past five years
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Mrs. Urstadt is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 of the Schedule 13D is hereby supplemented with
the following additional information:
<PAGE>6 of 9 Pages
The total aggregate amount of funds expended to purchase
the additional 125,000 Shares of the Issuer purchased by UPCO
and Mrs. Urstadt and covered by this Amendment was
$1,615,500.00, inclusive of brokerage commissions. The
source of these funds was cash generated from working
capital of UPCO and the personal funds of Mrs. Urstadt.
These purchases were effected in two separate transactions,
one on January 7, 1992 and one on May 11, 1992, with all such
purchases having been effected on the New York Stock
Exchange.
Item 4. Purpose of Transaction
----------------------
Item 4 of the Schedule 13D is hereby supplemented with
the following additional information:
Mrs. Urstadt acquired Shares of the Issuer for
investment purposes. Mrs. Urstadt does not have any present
plan or proposal which would result in any of the
consequences of the Issuer described in paragraphs (b)
through (j) of Item 4 of Schedule 13D. Mrs. Urstadt does not
have any intention of making any acquisition of Shares or
taking any other action which would change or affect in any
way the status of the Issuer as a qualified REIT.
Neither UPCO nor Mrs. Urstadt borrowed money or entered
into any loan in order to effect any of these purchases of
the Shares of the Issuer.
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 of the Schedule 13D is hereby supplemented with
the following additional information:
(a) (b) (c) UPCO is the beneficial and record owner of
915,000 Shares of the Issuer, which, when added to the 500
Shares and 17,500 exercisable options to purchase Common
Shares held by Mr. Urstadt and the 40,000 Shares held by Mrs.
Urstadt, constitute 10.4% of the 5,286,747 Shares of the
Issuer outstanding as of April 30, 1993. Attached hereto as
Exhibit B is a schedule setting forth the date of purchase
(trade date), number of shares purchased, price per share
paid and the total cost paid, for each transaction through
which UPCO and Mrs. Urstadt acquired Shares of the Issuer
during the period from November 20, 1990 through
<PAGE>7 of 9 Pages
May 11, 1992. Through these transactions affected during the
period, UPCO acquired a total of 25,000 Shares and Mrs.
Urstadt acquired 40,000 Shares of the Issuer. In each
transaction individually, and, until after the most recent
transaction effected on May 11, 1992, in all of such
transactions in the aggregate, the total number of shares
acquired by UPCO and Mrs. Urstadt amounted to less than 1% of
the Issuer's outstanding Shares. Mr. Urstadt did not acquire
any shares during the period. However, 17,500 options to
purchase Common Shares held by Mr. Urstadt became
exercisable.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit B is supplemented by the Schedule of
Transactions in which UPCO and Mrs. Urstadt acquired Shares
of the Issuer on or after November 20, 1990, attached hereto
as Exhibit B.
<PAGE>8 of 9 Pages
SIGNATURE
---------
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this Statement is true, complete and
correct.
Dated: May 22, 1992
URSTADT PROPERTY COMPANY, INC. (formerly
PEARCE, URSTADT, MAYER & GREER, INC.)
By: Charles J. Urstadt
__________________________________
Name: Charles J. Urstadt
Title: Chairman of the Board and President
By: Harry Frazee
___________________________________
Name: Harry Frazee
Title: Senior Vice President and Treasurer
Charles J. Urstadt
__________________________________
Charles J. Urstadt
Elinor F. Urstadt
__________________________________
Elinor F. Urstadt
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT entered into as of April 26, 1994
among Urstadt Property Company, Inc., Charles J. Urstadt,
Elinor F. Urstadt, Catherine Urstadt Biddle Irrevocable Trust
dated April 26, 1994, and Charles D. Urstadt Irrevocable Trust
dated April 26, 1994.
THE UNDERSIGNED HEREBY agree that any acquisition
statement on Schedule 13D relating to the Common Shares of HRE
Properties and any amendment thereto, executed jointly by or
on behalf of each of us and filed with the Securities and
Exchange Commission, shall be considered filed on behalf of
each of us pursuant to and in accordance with the provisions
of Rule 13D-1(f), as promulgated under the Securities Exchange
Act of 1934.
URSTADT PROPERTY COMPANY, INC.
By: Harry Frazee
_______________________________
Harry Frazee
Senior Vice President and Treasurer
Charles J. Urstadt
_____________________________________
Charles J. Urstadt
Elinor F. Urstadt
_____________________________________
Elinor F. Urstadt
CATHERINE URSTADT BIDDLE
IRREVOCABLE TRUST
By: Charles J. Urstadt
________________________________
Charles J. Urstadt
Trustee
CHARLES D. URSTADT IRREVOCABLE
TRUST
By: Charles J. Urstadt
_______________________________
Charles J. Urstadt
Trustee
<PAGE>
EXHIBIT B
SUMMARY OF TRANSACTIONS
No. of Shares of Issuer
Before After
Transactions Transactions
------------ ------------
UPCO 930,000 30,000
Charles J. Urstadt 800 800
Elinor F. Urstadt 40,000 40,000
Catherine Urstadt Biddle
Irrevocable Trust -0- 450,000
Charles D. Urstadt Irrevocable
Trust -0- 450,000
------- -------
970,800 970,800
