SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES ACT OF 1934
HRE PROPERTIES
(Exact name of registrant as specified in its charter)
Massachusetts 04-245-8042
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
321 Railroad Avenue, Greenwich, Connecticut 06830
(Address of principal executive offices) (Zip Code)
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None*
* This filing constitutes Amendment No. 1 to Form 8-A originally
filed on November 4, 1988 registering Preferred Share Purchase Rights
on the New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Page 1 of 7 Pages
Exhibit Index appears at Page 4
The amended text of Item 1 -- "Description of Securities to
be Registered" appears below and incorporates changes made to HRE
Properties' Rights Agreement by Amendment No. 1 thereto, which
amendment was approved by the Board of Trustees of HRE Properties
on May 2, 1996.
Item 1. Description of Securities to be Registered
On May 14, 1996, HRE Properties (the "Trust") and The First
National Bank of Boston (the "Rights Agent") entered into
Amendment No. 1 to the Rights Agreement dated as of October 28,
1988 between the Trust and the Rights Agent (the "Rights
Agreement"). The Rights Agreement was attached as Exhibit 1 to
the Trust's Application for Registration of Preferred Share
Purchase Rights on Form 8-A (the "Form 8-A") filed with the
Securities and Exchange Commission on November 4, 1988.
Amendment No. 1 to the Rights Agreement is attached to this first
amendment to the Form 8-A as Exhibit 4. Each of the Rights
Agreement and Amendment No. 1 to the Rights Agreement is
incorporated herein by reference. Reference is made to such
Exhibits for a complete description thereof.
Item 2. Exhibits
4 Form of Amendment No. 1 to the Rights Agreement,
dated as of May 14, 1996, between HRE Properties
and The First National Bank of Boston.
99 Press Release dated May 2, 1996.
Page 2 of 7 Pages
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
amendment to its registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Date: May 2, 1996
HRE PROPERTIES
By: /s/ Charles J.Urstadt
Name: Charles J. Urstadt
Title: Chairman of the
Board of Trustees,
President and Chief
Executive Officer
Page 3 of 7 Pages
EXHIBIT INDEX
Exhibit Number Description Page
4 Form of Amendment No. 1 dated as of May 5
14, 1996 to the Rights Agreement, dated
as of October 28, 1988.
99 Press Release dated May 2, 1996. 7
Page 4 of 7 Pages
EXHIBIT 4
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of May 14, 1996 (the "Amendment"),
to the Rights Agreement, dated as of October 28, 1988 (the
"Rights Agreement"), between HRE Properties, a Massachusetts
business trust (the "Trust"), and The First National Bank of
Boston, as rights agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the
Rights Agreement specifying the terms of the Rights (as defined
therein); and
WHEREAS, the Company and the Rights Agent desire to amend
the Rights Agreement in accordance with Section 26 of the Rights
Agreement.
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment,
the parties hereby agree as follows:
1. The definition of "Acquiring Person" contained in
Section 1(a) of the Rights Agreement is hereby amended by
deleting the term "20%" appearing in the third line of such
Section 1 (a) and inserting in lieu thereof the term "25%".
2. Section 11(a)(ii)(B) of the Rights Agreement is hereby
amended by deleting the term "20%" appearing in the ninth line of
such Section 11(a)(ii)(B) and inserting in lieu thereof the term
"25%".
3. Section 23 of the Rights Agreement is hereby amended by
adding the following language immediately after the words "prior
to" appearing in the second line thereof:
"the earlier of (i) the close of business on the tenth
business day following the date any Person (other than
the Trust, any Subsidiary of the Trust, any employee
benefit plan of the Trust or of any Subsidiary of the
Trust, or any Person or entity organized, appointed or
established by the Trust for or pursuant to the terms
of any such plan), alone or together with its
Affiliates, shall, at any time after the Declaration
Date, become the Beneficial Owner of 25% or more of the
shares of Common Shares then outstanding, or (ii)".
4. Section 23 of the Rights Agreement is hereby amended by
adding the following sentence immediately after the final period
of such Section 23:
"Notwithstanding anything contained in this Agreement
to the contrary, the Rights shall not be exercisable
after the first occurrence of an event described in
Section 11(a)(ii) until such time as the Company's
right of redemption hereunder has expired."
Page 5 of 7 Pages
5. The term "Agreement" as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement, as amended
hereby.
6. This Amendment shall be deemed to be a contract made
under the laws of the Commonwealth of Massachusetts and for all
purposes shall be governed by and construed in accordance with
the laws of said state applicable to contracts to be made and
performed entirely within said state.
7. This Amendment shall be effective as of the date hereof
and, except as set forth herein, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected
hereby.
8. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all
of which together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate
seals to be hereunto affixed and attested, all as of the day and
year first above written.
HRE PROPERTIES
By:/s/ James R. Moore
Name: James R. Moore
Title:Executive Vice President
ATTEST:
/s/ Sonja Mechler
Name: Sonja Mechler
Title: Executive Secretary
THE FIRST NATIONAL
BANK OF BOSTON
By:/s/ Gordon C.Stevenson
Name: Gordon C. Stevenson
Title: Director-Administration
Page 6 of 7 Pages
EXHIBIT 99
FOR IMMEDIATE RELEASE
Contact: James R. Moore
HRE Properties
203-863-8200
HRE ANNOUNCES COMMENCEMENT OF
SHARE REPURCHASE PROGRAM
Greenwich, CT, May 2, 1996 - HRE (NYSE: HRE), a real estate
investment trust, today announced that its Board of Trustees has
approved a share repurchase program, pursuant to which the Trust
may repurchase up to one million shares of its common shares, from
time to time, over the next several years.
In announcing the program, Charles J. Urstadt, Chairman and Chief
Executive Officer of HRE, stated " We believe our shares to be
significantly undervalued at the current market price. Therefore,
a repurchase plan represents an excellent investment of the Trust's
funds."
Repurchases would be effected through purchases in the open market
or through privately negotiated transactions. In making
repurchases, the Trust expects to use available cash as well as
proceeds from non-core asset sales, some of which currently are
being negotiated. The repurchase program is subject to
postponement or termination at any time in light of prevailing
market conditions and other factors.
The Trust also announced that its Board of Trustees has approved an
amendment to its Shareholder Rights Plan. Among other things, the
amendment increases from 20%-25% the beneficial ownership threshold
which triggers the exercisability of the rights. The amendment
was not adopted in response to any take over attempt or other
threat to Trust policy but was adopted to prevent any inadvertent
activation of the Rights Plan that could result from the potential
decrease in the number of shares outstanding. No repurchases of
shares will be effected under the repurchase program until the
amendment is finalized, which is expected to occur over the next
several days.
The Trust also announced that it expected net income and funds from
operations for the second quarter ended April 30, 1996, to be
consistent with the results achieved in the first quarter before
the gain on sale of a property realized in that quarter. Such
results are preliminary and subject to revision.
HRE is a self-administered equity real estate investment trust that
provides investors with a liquid vehicle for participating in
ownership of income-producing properties.
Page 7 of 7 Pages
