<TABLE>
<S>
<C>
As filed with the Securities and Exchange Commission on December ___, 1994
Registration No._________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
HRE PROPERTIES
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-245-8042
(State of organization) (I.R.S. Employer Identification No.)
530 Fifth Avenue, New York, New York 10036 (212) 642-4800
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
Copies to:
JAMES R. MOORE E. TIMOTHY McAULIFFE, ESQ.
HRE PROPERTIES COUDERT BROTHERS
530 Fifth Avenue 1114 Avenue of the Americas
New York, New York 10036 New York, New York 10036
(212) 642-4800 (212) 626-4000
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective
date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend
For interest reinvestment plans, please check the following box.
CALCULATION OF REGISTRATION FEE
Title of each of securities to
be registered<PAGE>
Amount to
be
Registered<PAGE>
Proposed
maximum
aggregate offering
price per unit (1)<PAGE>
Proposed maximum
aggregate offering
price (1)<PAGE>
Amount of
registration fee<PAGE>
Common Shares, without par
value<PAGE>
250,000
shares<PAGE>
13.625 3,406,250 $1,174.56
(1) Based on the average of the reported high and low sales prices of the Common Stock on the composite tape, as reported in
the Wall
Street Journal, on December 21, 1994, estimated solely for the purpose of calculating the registration fee pursuant to Rule
457(c).
As permitted by Rule 429 under the Securities Act of 1933, the Prospectus contained in this Registration Statement also relates to
35,478 shares left unsold from the initial 500,000 shares of HRE common shares registered under Registration Statement 2-77495.<PAGE>
PROS
HRE PROPERTIES
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment and Share Purchase Plan (the "Plan") of HRE Properties (the
"Trust") provides holders of the Trust's Common Shares, without par value ("Common Shares"), with
a convenient and economical way to purchase Common Shares of the Trust, without payment of any
brokerage commission or service charge (see Question 2).
Participants in the Plan may:
Automatically reinvest cash dividends on all Common Shares registered in their
names.
Automatically reinvest cash dividends on less than all of the Common Shares
registered in their names and continue to receive cash dividends on the remaining
Common Shares.
The price of Common Shares purchased with reinvested dividends will be the higher of (x) 95%
of the closing price of the Common Shares on the dividend payment date or (y) 100% of the average of
the daily high and low sale prices of the Common Shares, as published in the Eastern Edition of The
Wall Street Journal report of the New York Stock Exchange - Composite Transactions, for the period
of five trading days ending on the day of purchase (see Question 13).
Holders of Common Shares who do not choose to participate in the Plan will continue to receive
cash dividends, as declared, in the usual manner.
This Prospectus relates to 250,000 authorized and unissued Common Shares under the Plan. IT
IS SUGGESTED THAT THIS PROSPECTUS BE RETAINED FOR FUTURE REFERENCE.
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________________
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
The date of this Prospectus is December 22, 1994
<PAGE>
Table of Contents
Page
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . 3
THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Advantages. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Administration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Reports to Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Certificates For Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Withdrawal From The Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
DESCRIPTION OF COMMON SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Redemption of Excess Common Shares. . . . . . . . . . . . . . . . . . . . . . . . . . 12
Preferred Share Purchase Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
INDEMNIFICATION OF TRUSTEES AND OFFICERS. . . . . . . . . . . . . . . . . . . 15
LEGAL OPINION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
<PAGE>
AVAILABLE INFORMATION
The Trust is subject to the informational requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Information, as of
particular dates, concerning the Trustees and officers of the Trust is disclosed in proxy statements
distributed to shareholders and filed with the Commission. Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities maintained by the Commission
at its office at 450 Fifth Street, N.W., Washington, D.C. 20549, at its regional offices located at 7 World
Trade Center, 13th Floor, New York, New York 10048 and at Suite 1400, 500 W. Madison Street,
Chicago, Illinois 60661-2511 and copies of such material can be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such
material also can be inspected and copied at the offices of The New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005 upon which exchange the Trust's Common Shares are listed.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Trust with the Commission are incorporated by reference
into this Prospectus:
1. The Trust's most recent Annual Report on Form 10-K filed pursuant to Section
13(a) or 15(d) of the Exchange Act.
2. All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since
the end of the fiscal year covered by such Annual Report.
3. The description of the Trust's Common Shares, without par value, which is
contained in a registration statement filed under the Exchange Act, including any
amendment or reports filed for the purpose of updating such description.
All documents subsequently filed by the Trust pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the termination of the offering made by
this Prospectus shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof
from the date of filing of such documents.
The Trust hereby undertakes to provide without charge to each person to whom a copy of this
Prospectus has been delivered, upon the written or oral request of any such person, a copy of any or all
of the documents referred to above which have been or may be incorporated in this Prospectus by
reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by
reference into such documents). Requests for such copies should be directed to the Secretary, HRE
Properties, 530 Fifth Avenue, New York, New York 10036, (212) 642-4800.
THE TRUST
HRE Properties (the "Trust"), a Massachusetts business trust which was established on July 7,
1969, is in the business of making real estate investments. Since its organization, the Trust has
continuously operated as a qualified real estate investment trust pursuant to provisions of the Internal
Revenue Code of 1986 as amended (the "Code"). The principal executive offices of the Trust are located
at 530 Fifth Avenue, New York, New York 10036 and its telephone number is (212) 642-4800.
<PAGE>
THE PLAN
The Dividend Reinvestment Plan (the "Plan") for holders of Common Shares of the Trust is set
forth in the following questions and answers.
Please address all inquiries concerning the Plan to:
The Bank of New York
Investor Relations Department
P.O. Box 11258, Church Street Station
New York, New York 10286-1258
Please send all sales, terminations and address changes to:
The Bank of New York
HRE Properties Dividend Reinvestment Plan
P.O. Box 1958
Newark, New Jersey 07101-9774
Please mention HRE Properties in all your correspondence and, if you are a participant in the
Plan, give the number of your account. If you prefer, you may call The Bank of New York at (1-800-
524-4458).
Purpose
1. What is the purpose of the Plan?
The Purpose of the Plan is to provide holders of record of the Trust's Common Shares, without
par value ("Common Shares"), with a convenient and economical way of investing cash dividends in
Common Shares of the Trust without payment of any brokerage commission or service charge (see
Question 13). Since such Common Shares will be purchased from the Trust, the Trust will receive
additional funds to make investments in real estate and for other purposes.
Advantages
2. What are the advantages of the Plan?
By participating in the Plan:
You may purchase Common Shares of the Trust by reinvesting cash
dividends on all or less than all of the Common Shares registered in your
name.
You pay no brokerage commission or service charge in connection with
investments under the Plan.
Full investment of funds is possible under the Plan because the Plan
permits fractions of shares, as well as full shares to be credited to your
account.
Record-keeping is simplified under the Plan by the provision of a
statement of account to each participant.
You assure safekeeping of Common Shares credited to your account
because certificates are not issued unless requested.
Administration
3. Who administers the Plan for participants?
The Bank of New York (the "Agent") administers the Plan for participants, keeps records, sends
statements of account after each purchase to participants and performs other duties relating to the Plan.
The Agent purchases Common Shares from the Trust as agent for participants in the Plan and credits the
shares to the accounts of the individual participants.
Interpretation
4. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan will be determined by the Trust and any
such determination will be final.
Eligibility
5. Who is eligible to participate?
All holders of record of Common Shares are eligible to participate in the Plan. Beneficial owners
whose Common Shares are registered in names other than their own (for instance, in the name of a
broker or bank nominee (record holder)), must arrange participation with the broker or bank nominee.
If for any reason a beneficial owner is unable to arrange participation with his or her nominee,
the beneficial owner must become a record owner by having the Common Shares transferred to his or
her name. The Trust reserves the right to refuse to permit a broker or nominee to participate in the Plan
if the terms of such participation would in the Trust's judgment result in excessive cost or burden on the
Trust.
Participation
6. How do Holders of Common Shares join the Plan?
A holder of record of Common Shares may join the Plan at any time by completing and signing
an Authorization Card and returning it to the Agent. An Authorization Card and a postage-paid return
envelope may be obtained at any time by writing to The Bank of New York, Investor Relations
Department, P.O. Box 11258, Church Street Station, New York, N.Y. 10286-1258.
7. What does the Authorization Card provide?
If you check the appropriate box on the Authorization Card, you may elect "Full Dividend
Reinvestment" and the Agent will apply all cash dividends on all the Common Shares then or
subsequently registered in your name toward the purchase of Common Shares.
If you elect to reinvest dividends on only a portion of your Common Shares, you should check
the "Partial Dividend Reinvestment" box on the Authorization Card and indicate the number of Common
Shares on which you wish to receive cash dividends. The Agent will apply your balance of dividends
toward the purchase of Common Shares. The number of Common Shares on which you may elect to
receive cash dividends may not exceed the total number of Common Shares which have been issued to
you.
The Agent will reinvest automatically any subsequent dividends on Common Shares credited to
your account under the Plan. The Plan, in other words, operates so as to reinvest dividends on a
cumulative basis on the Common Shares designated on your Authorization Card and on all Common
Shares accumulated and held in your Plan account, until you specify otherwise by notice in writing
delivered to the Agent or withdraw from the Plan altogether, submit a new Authorization Card changing
the number of Common Shares on which you wish to receive cash dividends or until the Plan is
terminated. See Question 24 for the consequences of sales of Common Shares subject to the Plan.
8. What are my options under the Plan?
By marking the appropriate spaces on the Authorization Card, you may choose among the
following investment options:
To reinvest cash dividends automatically on all Common Shares now and
subsequently registered in your name at the applicable Purchase Price on the
dividend payment date (see Questions 12 and 13 for a description of the timing of
the purchase of Common Shares and how the applicable Purchase Price is
computed).
To reinvest cash dividends automatically on less than all of the Common Shares
registered in your name (receiving cash dividends on a specified number of full
shares) at the applicable Purchase Price on the dividend payment date.
9. May I change options under the Plan?
Yes. You may change options under the Plan at any time by completing and signing a new
Authorization Card and returning it to the Agent. The answer to Question 6 tells how to obtain an
Authorization Card and return envelope. Any change concerning the reinvestment of dividends must be
received by the Agent not later than the record date for a dividend (see Question 10) in order for the
change to become effective with that dividend.
10. When will reinvestment of dividends respecting Common Shares start?
If your Authorization Card is received by the Agent by the record date for determining the
holders of Common Shares entitled to receive the next dividend, reinvestment of your dividends will
commence with the next dividend. If your Authorization Card is received after the record date,
reinvestment of your dividends (or portion thereof) will not start until payment of the next following
dividend.
Purchases
11. What is the source of Common Shares purchased under the Plan?
Common Shares purchased under the Plan come from authorized but unissued Common Shares
of the Trust. Shares will not be purchased in the open market.
12. When will dividends be invested in Common Shares?
Reinvestment of dividends will be made on the date when the dividend becomes payable.
Participants will become owners of Common Shares purchased under the Plan as of the date of purchase.
13. What will be the Purchase Price of Common Shares purchased under the Plan?
The Purchase Price of Common Shares purchased from the Trust with participants' reinvested
cash dividends will be the higher of (x) 95% of the closing price of the Common Shares on the dividend
payment date or (y) 100% of the average of the daily high and low sales prices of the Common Shares
for the period of five trading days ending on the dividend payment date (in each case as published in the
Eastern Edition of The Wall Street Journal report of New York Stock Exchange-Composite Transactions).
If there is no trading in the Common Shares on the New York Stock Exchange for a substantial amount
of time during any trading day in the five-day period, or if publication by The Wall Street Journal of
reports of share transactions for any trading day in the five-day period does not take place or is subject
to reporting error, the applicable Purchase Price will be determined by the Trust on the basis of such
market quotations as the Trust and the Agent deem appropriate. Should The Wall Street Journal cease
to be published or should daily high and low prices of the Common Shares no longer be reported for the
New York Stock Exchange-Composite Transactions, then the Trust, upon consultation with the Agent,
will identify such other public reports or sources as the Trust deems appropriate to obtain daily trading
prices of its shares.
14. How will the number of Common Shares purchased for me be determined?
The number of Common Shares that will be purchased for you will depend on the amount of your
dividend to be invested and the applicable Purchase Price of the Common Shares. Your account will be
credited with the number of Common Shares (including fractions computed to four decimal places) that
results from dividing the aggregate amount of dividends to be invested by the applicable Purchase Price
(also computed to four decimal places).
Costs
15. Are there any costs to me for my purchases under the Plan?
There are no brokerage fees for purchase of Common Shares under the Plan because shares are
purchased directly from the Trust. All costs of administration of the Plan will be paid by the Trust.
However, if you request the Agent to sell your shares in the event of your withdrawal from the Plan (see
Question 22), the Agent will deduct any brokerage commissions and transfer taxes incurred. Also,
brokers and nominees may impose charges or fees in connection with their handling of participation in
the Plan by nominee and fiduciary accounts.
Dividends
16. Will dividends be paid on Common Shares held in my Plan account?
Yes. Cash dividends on whole Common Shares and on any fraction of a Common Share credited
to your account are automatically reinvested in additional shares and credited to your account.
Reports to Participants
17. What kind of reports will be sent to me?
Following each purchase of Common Shares for your account, the Agent will mail to you a
statement of account showing amounts invested, the purchase price (see Question 13), the number of
shares purchased, and other information for the year to date. These statements are your record of the
cost of your purchases and should be retained for income tax and other purposes. In addition, during
the year you will receive copies of the same communications sent to all other holders of Common Shares,
including the Trust's quarterly and annual reports to shareholders and annual meeting materials.
Note: Your dividend reinvestment statement contains a transaction advice at the bottom which
should be utilized for all transaction processing. This will help expedite your request.
Certificates For Shares
18. Will I receive certificates for Common Shares purchased under the Plan?
Common Shares purchased by the Agent for your account will be registered in the name of the
Agent's nominee and certificates for such shares will not be issued to you until requested. The total
number of shares credited to your account will be shown on each statement of account. This custodial
service helps to protect you against the risk of loss, theft or destruction of stock certificates.
Certificates for any number of whole shares credited to your account will be issued to you at any
time upon request to the Agent. Please utilize the tear-off stub attached to the bottom of your dividend
reinvestment statement when requesting a withdrawal or termination. Cash dividends with respect to
shares represented by certificates issued to you will continue to be automatically reinvested. Any
remaining whole shares and fractions of a share will continue to be credited to your account.
CERTIFICATES FOR FRACTIONS OF SHARES WILL NOT BE ISSUED UNDER ANY
CIRCUMSTANCES.
19. May Common Shares in my Plan account be pledged?
No. You must first request that certificates for shares credited to your Plan account be issued
to you (see Question 18) before you can pledge such shares.
20. In whose name will certificates be registered when issued?
When issued, certificates for Common Shares will be registered in the name in which your Plan
account is maintained. For holders of record, this generally will be the name or names in which your
share certificates are registered at the time you enroll in the Plan. Upon request, shares will be registered
in any other name upon the presentation to the Agent of evidence of compliance with all applicable
transfer requirements (including the payment of any applicable transfer taxes).
Withdrawal From The Plan
21. When may I withdraw from the Plan?
You may withdraw from the Plan at any time. If your request to withdraw is received prior to
the record date for determining the holders entitled to receive the next dividend respecting any Common
Shares held by you, your request will be processed following receipt of the request by the Agent. If your
request to withdraw is received by the Agent on or after the record date for determining the holders
entitled to receive the next dividend respecting such Common Shares but before payment of the dividend,
the dividend will be reinvested for your account and your request for withdrawal will be processed
promptly thereafter.
After your request for withdrawal has become effective, all dividends will be paid in cash to you
unless and until you re-enroll in the Plan, which you may do at any time.
22. How do I withdraw from the Plan?
In order to withdraw from the Plan, complete the transaction advice attached to the bottom of
your statement. The completed form should be sent to The Bank of New York, HRE Properties Dividend
Reinvestment Plan, P.O. Box 1958, Newark, New Jersey 07101-9774. When you withdraw from the
Plan, or upon termination of the Plan by the Trust, certificates for whole shares credited to your account
under the Plan will be issued to you and you will receive a cash payment for any fraction of a share (see
Question 23).
Upon withdrawal from the Plan, you may request that all of your shares in the Plan, both whole
and fractional, be sold. This sale will be made within ten trading days after receipt by the Agent of the
request. You will receive the proceeds of the sale, less any brokerage commission and any transfer tax.
You should be aware that the price of Common Shares may fall during the period between a
request for sale, its receipt by the Agent and the ultimate sale in the open market within ten trading days
after receipt. This risk should be carefully evaluated as you bear all the risk under such circumstances.
No check will be mailed prior to settlement of funds from the brokerage firm. The settlement
is currently one week after the sale of shares.
23. What happens to my fractional share when I withdraw from the Plan?
When you withdraw from the Plan, a cash adjustment representing any fraction of a share then
credited to your account will be mailed directly to you. The cash payment will be based on the current
market price of the Common Shares (see Question 22).
Other Information
24. What happens when I sell or transfer all of the shares registered in my name?
If you dispose of all shares registered in your name, the Agent will continue to reinvest the
dividends on shares credited to your account under the Plan subject to your right to withdraw from the
Plan at any time.
25. What happens when I sell or transfer some (but not all) of my shares?
(a) Full Dividend Reinvestment.
If you are reinvesting the cash dividends on all of the shares registered in your name, and you
dispose of a portion of these shares, the Agent will continue to reinvest the dividends on the remainder
of the shares registered in your name.
(b) Partial Dividend Reinvestment.
If you have directed the Agent to pay cash dividends to you on some of your shares and to
reinvest dividends on the remainder of your shares, and you dispose of a portion of your shares, you
should provide new written instructions to the Agent on how to handle your account. If the Agent does
not receive new instructions, it may, in its discretion, either (i) pay cash dividends on all of your shares
or (ii) continue to reinvest dividends on the number of shares, if any, you own in excess of the number
of shares on which you have directed the Agent to pay cash dividends.
26. What happens if the Trust issues a stock dividend, declares a stock split or has a
rights offering?
Any stock dividends or split shares distributed by the Trust on Common Shares credited on your
Plan account will be added to your account. Stock dividends or split shares distributed on Common
Shares for which you hold certificates will be mailed directly to you in the same manner as to
shareholders who are not participating in the Plan.
In a regular rights offering, as a holder of record you will receive rights based upon the total
number of whole Common Shares owned: that is, the total number of shares for which you hold
certificates and the total number of whole shares held in your Plan account.
27. Can I vote shares in my Plan account at meetings of shareholders?
Yes. You will receive a proxy for the total number of Common Shares held -- both the shares
for which you hold certificates and those credited to your Plan account. The total number of whole and
fractional Common Shares held may also be voted in person at a meeting.
If the proxy is not returned or if it is returned unsigned, none of your Common Shares will be
voted unless you vote in person.
28. What are the Federal income tax consequences of participation in the Plan?
For Federal income tax purposes, distributions paid to you by the Trust which you reinvest in
Common Shares pursuant to the Plan will be treated in the same manner as normal cash distributions.
Distributions that are designated as capital gain dividends will be taxable as long-term capital gains to the
extent of the Trust's net capital gains for the year, regardless of how long you have held the underlying
shares. Distributions other than capital gain dividends will be taxable as ordinary income to the extent
of the Trust's current and accumulated earnings and profits. If the Trust makes distributions in excess
of its current and accumulated earnings and profits, such distributions will constitute nontaxable returns
of capital to the extent of your tax basis in the shares with respect to which the distributions are paid, and
taxable gain to the extent of any excess. Your tax basis in your shares generally will equal the amount
that you paid for such shares.
As a participant in the Plan you will not realize any taxable income when you receive certificates
for whole shares credited to your account pursuant to the Plan. However, you will recognize gain or loss
when shares acquired under the Plan are sold or exchanged -- either by the Agent at your request when
you withdraw from the Plan (see Question 22) or by yourself after your withdrawal from or termination
of the Plan. You will also recognize gain or loss when you receive a cash payment for a fractional share
credited to your account upon withdrawal from or termination of the Plan (see Question 23). The amount
of such gain or loss will be the difference between the amount which you receive for your shares or
fractional shares and your tax basis in the shares (see the answer to Question 13 for a description of the
applicable Purchase Price at which such shares are purchased).
In general, gain or loss recognized in connection with shares held for one year or less will be
treated as short-term capital gain or loss, while gain or loss recognized in connection with shares held
for a longer period will be treated as long-term capital gain or loss. Under current federal tax law,
generally short term capital gains of individuals, estates and trusts are taxable at the same rate as ordinary
income. Long-term capital gains are taxed at a maximum rate of 28%. With respect to capital losses,
they can only be offset against ordinary income in certain circumstances. For corporations, generally,
capital gains are taxed at the same rate as ordinary income. Capital losses, however, may only offset a
corporation's capital gains.
Information as to the Federal income tax status of each calendar year's distributions will be
mailed to shareholders in January of the following year. The tax consequences described above are
limited to Federal income tax consequences. You should consult your own tax advisor about the tax
status of the Plan under the laws of your own state and locality.
29. What is the responsibility of the Trust and the Agent under the Plan?
Neither the Trust nor the Agent nor its nominees, in administering the Plan, will accept liability
for any act done in good faith or for any good faith omission to act, including, without limitation, any
claim of liability arising out of failure to purchase shares or to terminate a participant's account prior to
receipt of notice in writing. NEITHER THE TRUST NOR THE AGENT CAN ASSURE YOU OF A
PROFIT OR PROTECT YOU AGAINST A LOSS ON SHARES PURCHASED UNDER THE
PLAN.
30. How are income tax withholding provisions applied to participants?
In the case of foreign participants who elect to have their dividends reinvested and whose
dividends are subject to United States income tax withholding, an amount equal to the dividends payable
to such participants who elect to reinvest dividends, less the amount of tax required to be withheld, will
be applied by the Agent to the purchase of Common Shares. The statement of account mailed to each
foreign participant after the final purchase of the calendar year will show the amount of tax withheld in
that year. The same procedure will be followed in the case of individual domestic shareholders who fail
to furnish the Trust with a correct taxpayer identification number, who has unreported dividends or
interest income, or who fails to certify to the Trust that he is not subject to such withholding.
31. May the plan be changed or discontinued?
The Trust reserves the right to modify, suspend or terminate the Plan at any time. All
participants will receive notice of any such action. Any such modification, suspension or termination will
not, of course, affect previously executed transactions. The Trust also reserves the right to adopt, and
from time to time change, such administrative rules and regulations (not inconsistent in substance with
the basic provisions of the Plan then in effect) as it deems desirable or appropriate for the administration
of the Plan. The Agent reserves the right to resign at any time upon reasonable written notice to the
Trust.
USE OF PROCEEDS
The Trust has no basis for estimating precisely either the number of Common Shares that
ultimately may be sold pursuant to the Plan or the prices at which such shares will be sold. However,
the Trust proposes to use the net proceeds from the sale of Common Shares pursuant to the Plan, when
and as received, to make investments in real estate and for other purposes. The Trust considers the Plan
to be a cost-effective means of expanding its equity capital base and furthering its investment objectives
while at the same time benefitting holders of Common Shares.
DESCRIPTION OF COMMON SHARES
Pursuant to its Declaration of Trust, the Trust is authorized to issue two classes of equity
securities, Common Shares and Preferred Shares. The Trust has authority to issue an unlimited number
of Common Shares and 2,000,000 Preferred Shares.
Common Shares are without par value and do not have any preference, conversion, redemption,
exchange, preemptive, cumulative voting or sinking fund rights. After the satisfaction of creditors and
of the dividend and liquidation preferences of any then outstanding Preferred Shares, all Common Shares
participate equally in distributions and in net assets upon liquidation.
Pursuant to the Trust's Declaration of Trust, only certain types of action by the holders of
Common Shares are binding upon the Trustees, namely, action relating to the election and removal of
Trustees, the call of Special Meetings of the Shareholders, the merger, reorganization or termination of
the Trust and any amendment of the Declaration of Trust. In addition, if any provision granting or
limiting the voting rights of holders of Common Shares or Preferred Shares is determined to conflict with
the requirements for qualification of the Trust as a real estate investment trust under the Code, such
provision may be declared void and without force or effect. However, at the next meeting of
shareholders, there shall be submitted to the shareholders the question of whether such rights shall be
restored and the action with respect to that question of the majority of the aggregate number of Common
Shares and Preferred Shares then outstanding and entitled to vote thereon shall be binding upon the
Trustees.
Each Common Share is entitled to one vote and may be voted by proxy. The approval of the
holders of not less than a majority of the aggregate number of Common Shares and Preferred Shares then
outstanding and entitled to vote thereon is required in order to amend or otherwise revise the provisions
of the Declaration of Trust, except that the approval of the holders of not less than two-thirds of the
outstanding Common Shares entitled to vote thereon is required for any amendment which would change
any rights with respect to any outstanding Common Shares by reducing the amount payable thereon upon
liquidation of the Trust or by diminishing or eliminating any voting rights pertaining thereto.
The Trust is an entity of the type commonly known as a "Massachusetts business trust." Under
Massachusetts law, shareholders could under certain circumstances by held personally liable for the
obligations of the Trust. However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that every written note, debenture, bond, obligation, contract,
instrument, certificate, share or undertaking made or issued by the Trustees or by any officers or agents
of the Trust, in their capacity as such, shall contain an appropriate recital to the effect that the
shareholders, Trustees, officers and agents of the Trust shall not be personally liable thereunder, nor shall
resort be had to their private property for the satisfaction of any obligation or claim thereunder, and
appropriate references shall be made therein to the Declaration of Trust, and may contain any further
recital which they deem appropriate, but the omission of such recital shall not operate to impose personal
liability on any of the Trustees, shareholders, officers or agents of the Trust. The Declaration of Trust
further provides that the Trust shall indemnify and hold each shareholder harmless from and against all
claims and liabilities to which such shareholder may become subject by reason of his being or having
been a shareholder of the Trust, and shall reimburse such shareholder for all legal and other expenses
reasonably incurred by him in connection with any such claim or liability. In addition, the Trustees are
required to maintain insurance for the protection of Trust property, its shareholders, Trustees, officers
and agents in such amounts as the Trustees shall deem adequate to cover possible tort liability, and such
other insurance as the Trustees in their sole judgment shall deem advisable. The Trust, as a matter of
policy, has purchased insurance covering the normal risks to which it and its property are subject, but
has not obtained a blanket policy insuring its shareholders against all foreseeable tort liability.
In order to meet certain requirements of the Code regarding the ownership of equity securities
of a real estate investment trust, the Trustees are given the power to require disclosure from holders of
record of securities (including the Common Shares) of the Trust of information regarding direct and
indirect ownership of such securities.
The Trustees are authorized, without further action by the shareholders, to create series of
Preferred Shares and to establish the terms thereof, including dividend preferences, redemption features,
liquidation preferences, sinking fund provisions, conversion features and voting rights. The rights of the
Common Shares described above are subject to the provision governing Preferred Shares which in the
future may be outstanding. (See "Preferred Share Purchase Rights" below.)
Redemption of Excess Common Shares
Under the Trust's Declaration of Trust, the Trustees are given the power to redeem Common
Shares acquired by any person or any group of persons, where the resulting ownership exceeds 9.9% of
the outstanding Common Shares of the Trust. Only shares in excess of this level are subject to such
redemption. This right extends to redemption of future acquisitions by such person, even if they owned
more than 9.9% of the outstanding Common Shares of the Trust prior to such acquisition. The
redemption price is the fair market value of the shares on the date preceding notice of redemption. The
Trustees are not required to redeem such excess shares but may do so in their discretion. For purposes
of such redemption, "ownership" is defined in accordance with or by reference to the qualification
requirements of the REIT Provisions of the Internal Revenue Code and shall also mean ownership as
defined in Rule 13(d), promulgated by the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934; and the term "group" shall have the same meaning as that term has for purposes
of said Rule 13(d).
The Common Shares are (and the Common Shares to be purchased under the Plan will be) listed
on the New York Stock Exchange. The Bank of New York, Investor Relations Department, P.O. Box
11258, Church Street Station, New York, N.Y. 10286-1258 is Transfer Agent and Registrar for the
Common Shares.
Preferred Share Purchase Rights
On October 27, 1988 the Trust declared a dividend distribution of one preferred share purchase
right (a "Right"; collectively, the "Rights") for every outstanding Common Share of the Trust payable
on November 14, 1988 (the "Dividend Record Date") to the shareholders of record on that date. The
description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between
the Trust and the First National Bank of Boston, as Rights Agent (the "Rights Agent"). The Rights
Agreement contemplates the issuance of one Right for every Common Share issued between the Dividend
Record Date and the Distribution Date (as the term is defined below). Each Right entitles the registered
holder to purchase from the Trust one one-hundredth of a share of its Series A Participating Preferred
Shares, without par value (the "Preferred Shares"), at a price of $65 per each one one-hundredth of a
Preferred Share (the "Purchase Price"), subject to adjustment.
Initially, the Rights attach to all outstanding Common Shares, and no separate Right Certificates
will be issued. The Rights will separate from the Common Shares upon the earlier to occur of (i) the
tenth business day following a public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership
(determined as provided in the Rights Agreement) of 20% or more of the outstanding Common Shares
(the "Share Acquisition Date") or (ii) the tenth business day following the commencement of tender offer
or exchange offer that would result in a person or group owning 30% or more of the outstanding
Common Shares (the earlier of such dates being called the "Distribution Date"). Until the Distribution
Date (or earlier redemption or expiration of the Rights), (i) the Rights will be evidenced by the Common
Share certificates and will be transferred with and only with such Common Share certificates, (ii) new
Common Share certificates issued after the Dividend Record Date upon transfer or new issuance of the
Trust's Common Shares will contain a notation incorporating the Rights Agreement by reference, and
(iii) the surrender for transfer of any of the Trust's Common Share certificates outstanding will also
constitute the transfer of the Rights associated with the Common Shares represented by such certificates.
As soon as practicable following the Distribution Date, if any, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Trust's Common Shares as of the close
of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Purchase Price payable, and the number of Preferred Shares or other securities or property
issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i)
in the event of a share dividend on, or a subdivision, combination or reclassification of the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe
for Preferred Shares or convertible securities at less than the current market price of the Preferred Shares
or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets
(excluding regular quarterly cash dividends of the Trust and dividends payable in Preferred Shares) or
of subscription rights or warrants (other than those referred to above).
In the event that, at any time following the Share Acquisition Date, the Trust were acquired in
a merger or other business combination (other than a merger described in the following sentence) or 50%
or more of its assets or earning power were sold, proper provision shall be made so that, except as
described in the last sentence of this paragraph, each holder of a Right shall thereafter have the right to
receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares
of common stock of the acquiring company which at the time of such transaction would have a market
value of two times the exercise price of the Right. In the event that any person becomes an Acquiring
Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially
owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive
upon exercise that number of Common Shares having a market value of two times the exercise price of
the Right. In the event that, at any time following the Distribution Date, (i) the Trust were the surviving
entity in a merger with an Acquiring Person and its Common Shares were not changed or exchanged,
(ii) an Acquiring Person engages in one of a number of self-dealing transactions specified in the Rights
Agreement, or (iii) during such time as there is an Acquiring Person any recapitalization, reorganization
or other transaction involving the Trust occurs which results in such Acquiring Person's ownership
interest being increased by more than 1%, proper provision shall be made so that, except as described
in the last sentence of this paragraph, each holder of a Right will thereafter have the right to receive upon
exercise that number of Common Shares (or, in certain circumstances, cash, property or other securities
of the Trust) having a market value of two times the exercise price of the Right. Following the
occurrence of any of the events described in this paragraph (as defined in the Rights Agreement, a
"Common Share Event"), any Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person shall immediately become null and void.
With certain exceptions, no adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of any
securities (other than fractional shares of the Preferred Shares in integral multiples of one one-hundredth
of a share) will be issued and, in lieu thereof, an adjustment in cash will be made based on the market
price of such securities on the last trading date prior to the date of exercise.
At any time prior to the Expiration Date, the Continuing Trustees, by a majority vote, may
redeem the Rights at a redemption price of $0.01 (the "Redemption Price") payable in cash or, under
certain circumstances, by delivery of such other consideration (as described in the Rights Agreement) as
a majority of the Continuing Trustees determine to be a fair and equivalent Redemption Price.
Immediately upon the action of the Continuing Trustees electing to redeem the Rights, the Trust shall
make a public announcement thereof, and upon such election, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the Redemption Price. The term
"Continuing Trustees" is defined in the Rights Agreement as a trustee of the Trust who is not an affiliate
or associate of an Acquiring Person and who was a member of the Trustees on October 27, 1988 or
recommended for office by a majority of the continuing Trustees in office at the time of nomination.
If not previously exercised or redeemed, the Rights will expire on November 13, 1998 (subject
to extension by vote of the Continuing Trustees). Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Trust, including, without limitation, the right to vote or to
receive dividends.
Other than those provisions relating to the principal economic terms of the Rights, any of the
provisions of the Rights Agreement may be amended by the Continuing Trustees prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the vote
of a majority of the Continuing Trustees in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person) or to
shorten or lengthen any time period under the Rights Agreement.
While the distribution of the Rights will not be taxable to shareholders or the Trust and the Trust
believes that the subsequent separation of the Rights on the Distribution Date should not be so taxable,
shareholders may, depending upon the circumstances, recognize taxable income upon the occurrence of
a Common Share Event.
A copy of the Rights Agreement is on file with the Securities and Exchange Commission as an
Exhibit to Form 8-A. This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by
reference.
EXPERTS
The financial statements which are contained in the Trust's Annual Report on Form 10-K for the
year ended October 31, 1993 are incorporated by reference in this Prospectus, have been audited by
Arthur Andersen L.L.P., independent public accountants, as indicated in their reports with respect
thereto, and are included in reliance upon the report of said firm, as experts in accounting and auditing.
INDEMNIFICATION OF TRUSTEES AND OFFICERS
The Declaration of Trust of the Trust requires that the Trust indemnify each person who is or was
a Trustee or officer of the Trust against all liabilities and expenses, including amounts paid in satisfaction
of judgments, in compromise or as fines and penalties, and counsel fees except with respect to any matter
as to which such Trustee or officer shall have adjudicated to have acted in bad faith, willful misfeasance,
reckless disregard of his duties or gross negligence or not to have acted in good faith in the reasonable
belief that his action was in the best interests of the Trust (however, notwithstanding in the foregoing
exception, such indemnification shall extend to Trustees who shall have no personal liability for monetary
damages pursuant to the Declaration of Trust).
In addition, the Trust has entered into indemnification agreements with each of its Trustees and
officers, indemnifying them against expenses, settlements, judgments and levies incurred in connection
with any action, suit, arbitration or proceeding where the individual's involvement is by reason of the
fact that he is or was a Trustee or officer.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to Trustees, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Trust
has been informed that in the opinion of the Commission such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.
LEGAL OPINION
The legality of the Common Shares offered by this Prospectus will be passed upon for the Trust
by Coudert Brothers.
_________________________
THE DECLARATION OF TRUST ESTABLISHING HRE PROPERTIES, DATED JULY
7, 1969, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE
"DECLARATION"), IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE
COMMONWEALTH OF MASSACHUSETTS, PROVIDES THAT THE NAME "HRE
PROPERTIES" REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY
AS TRUSTEES, BUT NOT AS INDIVIDUALS OR PERSONALLY; AND NO TRUSTEE,
SHAREHOLDER, OFFICER OR AGENT OF HRE PROPERTIES SHALL BE HELD TO ANY
PERSONAL LIABILITY, NOR SHALL RESORT BE HAD TO THEIR PRIVATE PROPERTY
FOR THE SATISFACTION OF ANY OBLIGATION OR CLAIM OR OTHERWISE IN
CONNECTION WITH THE AFFAIRS OF SAID HRE PROPERTIES, BUT THE TRUST ESTATE
ONLY SHALL BE LIABLE.
__________________________
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE TRUST. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE TRUST
SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER BY
THE TRUST OR ANY AGENT OF THE TRUST OR ANY OTHER PERSON TO SELL
SECURITIES IN ANY STATE IN WHICH SUCH OFFER WOULD BE UNLAWFUL. THIS
PROSPECTUS RELATES ONLY TO THE COMMON SHARES OF THE TRUST OFFERED
HEREBY AND IS NOT TO BE RELIED UPON IN CONNECTION WITH THE PURCHASE OR
SALE OF ANY OTHER SECURITIES OF THE TRUST.
____________________________
HRE PROPERTIES
DIVIDEND REINVESTMENT PLAN
Prospectus dated December 22, 1994
<PAGE>
===========================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is a list of expenses which have been and are estimated to be incurred in connection with
the Form S-3 filing:
Securities and Exchange Commission Registration Fee $1,895
Printing 1,500
Accounting Services 1,000
Legal Fees and Expenses 7,500
Stock Exchange Listing Fees 1,500
Miscellaneous 500
Total Estimated Expenses: $13,895
Item 15. Indemnification of Directors and Officers
The Declaration of Trust of the Registrant provides that the Registrant shall indemnify each of
its Trustees, officers, agents and members of the Board of Consultants, if any (including persons who
serve at its request as directors, officers or trustees, employees or agents or any Trust employee benefit
plan or another organization in which it has any interest, as a shareholder, creditor or otherwise), against
all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines
and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition
of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with
which he may be threatened, while in office or thereafter, by reason of his being or having been such a
Trustee, officer, employee, agent or member of the Board of Consultants, except with respect to any
matter as to which he shall have been adjudicated to have acted in bad faith, willful misfeasance, reckless
disregard of his duties or gross negligence or not to have acted in good faith in the reasonable belief that
his action was in the best interests of the Trust (however, notwithstanding the foregoing exception such
indemnification shall extend to Trustees who shall have no personal liability for monetary damages
pursuant to the Declaration of Trust); provided, however, that as to any matter disposed of by a
compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either
for said payment or for any other expenses shall be provided unless the Registrant shall have received
a written opinion from independent legal counsel approved by the Trustees to the effect either (i) that if
the matter of bad faith, willful misfeasance, gross negligence or reckless disregard of duty or good faith
and reasonable belief as to the best interests of the Registrant, had been adjudicated, it would have been
adjudicated in favor of such person or (ii) if the matter of the personal liability of a Trustee to the Trust
or any shareholder, Trustee, officer, employee, agent or member of the Board of Consultants for
monetary damages for breach of fiduciary duty pursuant to the Declaration of Trust had been adjudicated,
it would have been adjudicated in favor of such person. A person shall be entitled to indemnification if
such counsel opines favorable as to either the matter in clause (i) or the matter in clause (ii).
The Declaration of Trust of the Registrant further provides that the Trust shall have the power
to enter into indemnification agreements with Trustees, officers, employees, agents or members of the
Board of Consultants designated by the Trustees, without specific approval by the shareholders of the
Trust, in order to carry out the intent and purposes of the indemnification provisions. In addition, the
Trust has the power to dedicate the assets of the Trust to establish arrangements for funding the
indemnification obligations, including, but not limited to, depositing assets in trust funds, obtaining bank
letters of credit in favor of indemnified persons, establishing specific reserve accounts and otherwise
funding special self-insurance arrangements.
Item 16. Exhibits
Exhibit
Number Description of Exhibit
4(a) The Fourth Amended and Restated Declaration of Trust of the
Trust is incorporated herein by reference from Exhibit (3) to Item
14(a) of the Registrant's Annual Report on Form 10-K for the
year ended October 31, 1993
4(c) Specimen Authorization Card
5 Opinion of Coudert Brothers
23(a) Consent of Arthur Andersen L.L.P.
23(b) Consent of Coudert Brothers (included in Exhibit No. 5)
24 Power of Attorney (included on signature page)
Item 17. Undertakings
The Trust hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement:
(a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(c) To include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the
registration statement;
provided, however, that paragraphs 1(a) and 1(b) do not apply if the registration statement
is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in The City of New York, State of New York, on December 14, 1994.
HRE PROPERTIES
By: /s/ CHARLES J. URSTADT
Charles J. Urstadt
President
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated. Each person whose signature
appears below hereby authorizes Charles J. Urstadt or James R. Moore to execute and file, in the name
of and as attorney-in-fact for such person any amendments or post-effective amendments to this
registration statement as the registrant deems appropriate.
Signature Title Date
/s/ CHARLES J. URSTADT President (principal executive December 14, 1994
Charles J. Urstadt officer) and Trustee
/s/ JAMES R. MOORE Senior Vice President December 14, 1994
James R. Moore Treasurer and Secretary
(principal financial and
accounting officer)
/s/ E. VIRGIL CONWAY Trustee December 14, 1994
E. Virgil Conway
/s/ PETER HERRICK Trustee December 14, 1994
Peter Herrick
/s/ ROBERT R. DOUGLASS Trustee December 14, 1994
Robert R. Douglass
/s/ GEORGE H.C. LAWRENCE Trustee December 14, 1994
George H.C. Lawrence
/s/ PAUL D. PAGANUCCI Trustee December 14, 1994
Paul D. Paganucci
/s/ JAMES O. YORK Trustee December 14, 1994
James O. York
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4(a) - The Fourth Amended and Restated Declaration of Trust of the Trust is
incorporated herein by reference from Exhibit (3) to Item 14(a) of the
Registrant's Annual Report on Form 10-K for the year ended October 31, 1993.
4(c) - Specimen Authorization Card.
5 - Opinion of Coudert Brothers.
23(a) - Consent of Arthur Andersen L.L.P.
23(b) - Consent of Coudert Brothers (included in Exhibit No. 5)
24 - Power of Attorney (included on signature page)
<PAGE>
EXHIBIT 4(c)
HRE PROPERTIES Dividend Reinvestment Plan
Please enroll my account in the Dividend Reinvestment Authorization Card
Plan Indicated on this Authorization Card.
Check One Box Only.
Full Dividend Reinvestment-- Partial Dividend Reinvestment--
I wish to reinvest all dividends for this account I wish cash dividends on ________
shares sent to me and to reinvest
the cash dividends on the rest of
my shares.
Social Security or Tax I.D. Number __________________________
Signature(s) of Registered Owner(s)__________________________________ Please See Reverse of Card
Date_________________, 19___ __________________________________ This is Not a Proxy
INVESTMENT OPTIONS UNDER THE PLAN
Full Dividend Reinvestment - The dividends on all HRE Properties Common Shares for this account, as
well as dividends on shares credited to your account under the Plan, will be reinvested to purchase
Common Shares.
Partial Dividend Reinvestment - The dividends on less than all HRE Properties Common Shares for this
account may be reinvested in the Plan. If you own 300 shares and want to receive cash dividends on 100
shares, check the "Partial Dividend Reinvestment" box and fill in "100" on the blank line. (The cash
dividends you wish to receive must be on full shares.) Dividends on the remaining 200 shares will be
reinvested to purchase Common Shares.
Your participation in the Plan is subject to the terms set forth in the accompanying Prospectus. You may
terminate participation in the Plan at any time by written notice to The Bank of New York. Please
address all inquiries concerning the Plan to The Bank of New York, Investor Relations Department,
Church Street Station, P.O. Box 11258, New York, N.Y. 10286-1258.
Please do not return this form unless you intend to participate in the Plan since this form authorizes
The Bank of New York to enroll your account in the Plan. If card is returned and no box is
checked, you will be enrolled under the Full Dividend Reinvestment option.
<PAGE>
EXHIBIT 5
COUDERT BROTHERS
1114 Avenue of the Americas
New York, New York 10036
November 29, 1994
HRE Properties
530 Fifth Avenue
New York, New York 10036
Registration Statement on Form S-3 for
250,000 Common Shares to be issued under the
HRE Properties Dividend Reinvestment Plan
Dear Sirs:
We have acted as counsel to HRE Properties, a Massachusetts business trust, in connection with
the preparation of a registration statement on Form S-3 (the "Registration Statement") to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
relating to the registration of 250,000 common shares, without par value (the "Common Shares"), of
the Trust pursuant to the HRE Properties Dividend Reinvestment Plan (the "Plan"). We have
participated in the preparation of the Registration Statement and we have examined such documents,
records, statutes and decisions as we have deemed relevant.
In our opinion, the Common Shares, when purchased in accordance with the Plan, will be
legally issued, fully paid and non-assessable Common Shares of the Trust.
We hereby consent to the use of this opinion as Exhibit 5 of the Registration Statement. In
giving such consent, we do not thereby admit that we are acting within the category of persons whose
consent is required under Section 7 of the Act or the rules or regulations of the Securities and
Exchange Commission thereunder.
Sincerely,
Coudert Brothers<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by reference in this
registration statement of our reports dated December 22, 1993 included in HRE Properties Form 10K
for the year ended October 31, 1993 and all references to our Firm included in this registration
statement.
Arthur Andersen L.L.P.
New York, New York
December 14, 1994<PAGE>
</TABLE>
