As filed with the Securities and Exchange Commission on March 12, 1997
Registration No. 33-41408
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
HRE Properties, Inc.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Maryland 6798 04-2458042*
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
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)
------------------
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)
------------------
With copies to:
Thomas J. Drago, Esq.
Coudert Brothers
1114 Avenue of the Americas
New York, NY 10036-7703
------------------
* 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>
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-8 (Commission File No.
33-41408) as its own Registration Statement for all purposes of the Act and the
Securities Exchange Act of 1934, as amended.
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
------------------------------
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
- ----------------------------------------------
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
- ----------------------------------------------
E. Virgil Conway
Director
/s/ Robert R. Douglass March 12, 1997
- ----------------------------------------------
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
- ----------------------------------------------
Paul D. Paganucci
Director
/s/ James O. York March 12, 1997
- ----------------------------------------------
James O. York
Director
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibits.
<S> <C> <C>
5.1 Form of opinion of Miles & Stockbridge, a professional corporation Filed Herewith
(including consent).
23.1 Consent of Arthur Andersen LLP. Filed Herewith
23.2 Consent of Miles & Stockbridge, a professional corporation (included in Filed Herewith
Exhibit 5.1).
</TABLE>
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 400,000 shares of common stock (the "Common Stock") of HRE Properties,
Inc., a Maryland corporation (the "Corporation"), on its Registration Statement
on Form S-8 (No. 33-41408) (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
-----------------------------
J.W. Thompson Webb
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. 33-41408) 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
----------------------------
Arthur Andersen LLP
New York, New York
March 12, 1997
