As filed with the Securities and Exchange Commission on March 12, 1997
Registration No. 33-57119
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HRE Properties, Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland 6798 04-2458042*
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation or Industrial Classification Identification Number)
Organization) Code Number)
321 Railroad Avenue
Greenwich, Connecticut 06830
203-863-8200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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Charles J. Urstadt
Chairman and Chief Executive Officer
HRE Properties, Inc.
321 Railroad Avenue
Greenwich, Connecticut 06830
203-863-8200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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With copies to:
Thomas J. Drago, Esq.
Coudert Brothers
1114 Avenue of the Americas
New York, NY 10036-7703
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* I.R.S. Employer Identification Number of HRE Properties, the predecessor to
the registrant prior to the Reorganization described in Registration Statement
No. 333-19113-01.
<PAGE>
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. [X]
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, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, please check the
following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for the
same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<PAGE>
EXPLANATORY NOTE
Effective March 12, 1997, HRE Properties, Inc., a Maryland corporation
(the "Corporation"), became the successor issuer to the common shares (the
"Trust Common Shares") of HRE Properties, a Massachusetts business trust (the
"Trust"). On that date, the Trust merged with and into the Corporation (the
"Merger"), each issued and outstanding Trust Common Share was converted into one
share of common stock of the Corporation, the separate existence of the Trust
ceased, and the Corporation became the surviving entity in the Merger,
succeeding to all of the rights, powers, and property of the Trust and assuming
all of the liabilities, debts and obligations of the Trust.
Pursuant to Rule 414(d) under the Securities Act of 1933, as amended
(the "Act"), the Corporation, as the successor issuer to the Trust, hereby
adopts the Trust's Registration Statement on Form S-3 (Commission File No.
33-57119) (the "Trust's Registration Statement") as its own Registration
Statement for all purposes of the Act and the Securities Exchange Act of 1934,
as amended. All references made in the Trust's Registration Statement to "HRE
Properties" or the "Trust" shall be deemed to be references to "HRE Properties,
Inc." or the "Corporation", respectively. All references made in the Trust's
Registration Statement to "Trustees" shall be deemed to be references to
"Directors". All references made in the Trust's Registration Statement to
"Common Shares" shall be deemed to be references to shares of Common Stock of
the Corporation, par value $.01 per share (the "Corporation Common Stock").
The Corporation hereby expressly affirms the succession to the
Corporation by operation of law pursuant to the Merger of all of the Trust's
rights, powers and obligations under the Trust's Registration Statement and all
rights to automatically reinvest cash dividends on Trust Common Shares granted
under the Trust's Registration Statement prior to the effective time of the
Merger are hereby expressly affirmed by the Corporation as representing rights
to automatically reinvest cash dividends on Corporation Common Stock on the
terms and conditions set forth under the Trust's Registration Statement, as
amended hereby.
This Post-Effective Amendment No. 1 hereby incorporates by reference
the Joint Proxy Statement/Prospectus of the Trust and the Corporation contained
in Registration Statement No. 333-19113, as amended, which sets forth the
additional information necessary to reflect any material changes made in
connection with or resulting from the Merger.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Greenwich, State of Connecticut on March 12,
1997.
HRE PROPERTIES, INC.
By: /s/ Charles J. Urstadt
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Charles J. Urstadt,
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
/s/ Charles J. Urstadt March 12, 1997
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Charles J. Urstadt
Chairman of the Board and
Chief Executive Officer
/s/ James R. Moore March 12, 1997
- -------------------------------------
James R. Moore
Executive Vice President - Chief
Financial Officer
/s/ E. Virgil Conway March 12, 1997
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E. Virgil Conway
Director
/s/ Robert R. Douglass March 12, 1997
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Robert R. Douglass
Director
/s/ Peter Herrick March 12, 1997
- -------------------------------------
Peter Herrick
Director
/s/ George H.C. Lawrence March 12, 1997
- -------------------------------------
George H.C. Lawrence
Director
/s/ Paul D. Paganucci March 12, 1997
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Paul D. Paganucci
Director
/s/ James O. York March 12, 1997
- -------------------------------------
James O. York
Director
<PAGE>
INDEX TO EXHIBITS
Exhibits.
5.1 Form of opinion of Miles & Stockbridge, a Filed Herewith
professional corporation (including
consent).
23.1 Consent of Arthur Andersen LLP. Filed Herewith
23.2 Consent of Miles & Stockbridge, a Filed Herewith
professional corporation (included in
Exhibit 5.1).
EXHIBIT 5.1
[MILES & STOCKBRIDGE LETTERHEAD]
March 12, 1997
HRE Properties, Inc.
321 Railroad Avenue
Greenwich, Connecticut 06830
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the
"Act") of 250,000 shares of common stock (the "Common Stock") of HRE Properties,
Inc., a Maryland corporation (the "Corporation"), on its Registration Statement
on Form S-3 (No. 33-57119) (the "Registration Statement"), we have examined such
corporate records, certificates and documents as we deemed necessary for the
purpose of this opinion. Based on that examination, we advise you that in our
opinion the Common Stock has been duly and validly authorized and, when issued
upon the terms set forth in the Registration Statement, will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
Miles & Stockbridge,
a Professional Corporation
By: /s/ J.W. Thompson Webb
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Principal
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement File No. 33-57119 of
our reports dated December 18, 1996 included in HRE Properties' Form 10-K for
the year ended October 31, 1996 and to all references to our Firm included in
this Registration Statement.
/s/ Arthur Andersen LLP
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Arthur Andersen LLP
New York, New York
March 12, 1997
