As filed with the Securities and Exchange Commission on February 26, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HRE Properties, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Maryland 6798 04-2458042*
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Number)
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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
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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 of 1933, as amended, please
check the following and list the Securities Act registration statement number of
the earlier registration statement for the same offering. |X| 333-19113-01
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* I.R.S. Employer Identification Number of HRE Properties, the predecessor to
the registrant prior to the Reorganization described in Registration Statement
No. 333-19113-01
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Registered Proposed Maximum Proposed Maximum Amount of Registration
Securities to be Offering Price Per Share Aggregate Offering Price Fee
Registered
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Common Stock, par 5,346,081 shares (1) (1) (1) (1)
value $.01 per share
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Common Stock, par 25,000 shares $17.56(2) $439,000(2) $151.38
value $.01 per share
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(1) Previously registered under Registration Statement No. 333-19113-01.
Registration fee of $32,952.14 previously paid in conjunction
therewith.
(2) Based upon the average of the high and low sales prices for shares of
beneficial interest of HRE Properties, a Massachusetts business trust,
as reported on the New York Stock Exchange on February 24, 1997
($17.56) and estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457 of the Securities Act of 1933, as
amended.
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This Registration Statement covers an additional 25,000 shares of
Common Stock offered in the same offering as shares previously registered on
Registration Statement No. 333-19113-01. HRE Properties, Inc., a Maryland
corporation, hereby incorporates by reference the information contained in its
Registration Statement No. 333-19113-01, as amended, except for the facing page
information contained herein.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Greenwich,
State of Connecticut on February 26, 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 Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Charles J. Urstadt February 26, 1997
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Charles J. Urstadt
Chairman of the Board and
Chief Executive Officer
/s/ James R. Moore February 26, 1997
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James R. Moore
Executive Vice President - Chief
Financial Officer
/s/ E. Virgil Conway February 26, 1997
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E. Virgil Conway
Director
/s/ Robert R. Douglass February 26, 1997
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Robert R. Douglass
Director
/s/ Peter Herrick
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Peter Herrick
Director
/s/ George H.C. Lawrence February 26, 1997
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George H.C. Lawrence
Director
/s/ Paul D. Paganucci February 26, 1997
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Paul D. Paganucci
Director
/s/ James O. York February 26, 1997
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James O. York
Director
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INDEX TO EXHIBITS
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Exhibits.
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5.1 Form of opinion of Miles & Stockbridge, a professional corporation, Filed Herewith
as to legality of shares of Common Stock, par value $.01 each, of
the Corporation and certain related matters (including consent).
8.1 Form of opinion of Coudert Brothers as to certain tax matters Filed Herewith
(including consent).
23.1 Consent of Arthur Andersen LLP. Filed Herewith
23.2 Consents of Miles & Stockbridge, a professional corporation, and Filed Herewith
Coudert Brothers (included in Exhibits 5.1 and 8.1, respectively).
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EXHIBIT 5.1
[MILES & STOCKBRIDGE LETTERHEAD]
February 26, 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 25,000 shares of common stock (the "Common Stock") of HRE
Properties, Inc., a Maryland corporation (the "Corporation"), 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 filed with the
Securities and Exchange Commission (the "Commission"), 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 Commission thereunder.
Very truly yours,
Miles & Stockbridge,
a Professional Corporation
By: /s/ J.W. Thompson Webb
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Principal
EXHIBIT 8.1
[Coudert Brothers Letterhead]
February 26, 1997
The Board of Trustees
HRE Properties
321 Railroad Avenue
Greenwich, Connecticut 06830
HRE Properties: Plan of Reorganization
Ladies and Gentlemen:
We have acted as special counsel to HRE Properties, a Massachusetts
business trust (the "Trust"), and HRE Properties Inc., a Maryland corporation
and a wholly-owned subsidiary of the Trust (the "Corporation"), in connection
with the proposed reorganization (the "Reorganization") pursuant to a Plan of
Reorganization dated as of December 30, 1996, by and between the Trust and the
Corporation (the "Plan of Reorganization"), described in the Registration
Statement on Form S-4 (File No. 333-19113-01 ), as amended (the "Previous
Registration Statement"). This opinion is being rendered in connection with the
Registration Statement on Form S-4 filed by the Corporation for the registration
of 25,000 additional shares of common stock, par value $.01 per share, of the
Corporation (the "Registration Statement", and together with the Previous
Registration Statement, the "Registration Statements") to be issued pursuant to
the Plan of Reorganization. All capitalized terms, unless otherwise specified,
have the meanings assigned to them in the Registration Statements.
In rendering our opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Plan of Reorganization and the Registration Statements (including the
exhibits thereto). We have relied on the accuracy of the factual statements and
the fulfillment of the undertakings set forth therein.
Further, in connection with the opinion rendered herein, we have
assumed that the Plan of Reorganization will be implemented in accordance with
the terms of the above-referenced documents and that it will be effective
pursuant to the laws of the pertinent jurisdictions. Further, we have also
assumed the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as copies.
Our opinion is limited to the issues considered herein and is based on
the applicable provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder, pertinent judicial
authorities, interpretive rulings of the Internal Revenue Service and such other
authorities as we have considered relevant, all of which are subject to change
in the future. Moreover, this opinion is based upon the specific facts and
assumptions set forth herein, as well as the representations of the Trust
provided in the certificate annexed hereto. Any change in applicable law or in
the terms of the foregoing documents upon which this opinion is based, or any
inaccuracy in the representations on which we have relied, may affect the
continuing validity of this opinion.
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This opinion represents our best legal judgment, but it has no binding
effect or official status, and no assurance can be given that contrary positions
may not be taken by the Internal Revenue Service or a court considering the
issues.
FACTS
In order to modernize the Trust's governance procedures and to provide
the Trust with a greater degree of certainty and flexibility in planning and
implementing corporate actions, it is proposed to reorganize the Trust as a
Maryland corporation. To this end, the Trust will be merged with and into the
Corporation pursuant to the terms of the Plan of Reorganization. The Corporation
was formed by the Trust on December 30, 1996, for the purpose of participating
in the Reorganization and thereby to acquire and succeed to, and to continue the
business of, the Trust. The Corporation will be the surviving entity in the
Merger, the separate existence of the Trust will terminate and each issued and
outstanding Common Share will be converted into one share of the Corporation
Common Stock. At the effective time of the Merger, all properties, assets,
liabilities and obligations of the Trust will become properties, assets,
liabilities and obligations of the Corporation.
OPINION
Based upon and subject to the foregoing, we are of the opinion that the
Reorganization will constitute a tax-free reorganization under Section
368(a)(1)(F) of the Code. As a Section 368(a)(1)(F) tax-free reorganization, the
Reorganization will have the following Federal income tax consequences:
(i) The Corporation generally will be treated as the same
taxpayer as the Trust, so that the tax attributes of the Trust will
carry over to the Corporation, the taxable year of the Trust will not
end on the effective date of the Reorganization, the Trust will not be
required to file a short period Federal income tax return, and the
Corporation may continue to use the Trust's Employer Identification
Number.
(ii) No gain or loss will be recognized by the shareholders of
the Trust upon conversion of the Trust Common Shares into the
Corporation Common Stock.
(iii) The basis of Corporation Common Stock to be received in
the Merger by a shareholder of the Trust will be the same as such
shareholder's basis in its Trust Common Shares immediately prior to the
Merger.
(iv) The holding period of the Corporation Common Stock to be
received in the Merger by a shareholder of the Trust will include such
shareholder's holding period of the Trust Common Shares, provided the
Common Shares of the Trust were held as a capital asset on the date of
the Merger.
(v) No gain or loss will be recognized to the Trust upon the
consummation of the Merger.
(vi) No gain or loss will be recognized by the Corporation
upon consummation of the Merger.
(vii) The basis of the assets of the Trust in the hands of the
Corporation will be the same as the basis of such assets in the hands
of the Trust immediately prior to the Merger.
(viii) The holding period of the assets of the Trust acquired
by the Corporation in the Merger will include the period during which
those assets were held by the Trust immediately prior to the Merger.
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This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement and to the reference to this firm in the
Registration Statement.
Very truly yours,
/s/ Coudert Brothers
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Coudert Brothers
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report 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
February 26, 1997
