SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 28, 2000
HRPT PROPERTIES TRUST
(Exact name of registrant as specified in charter)
Maryland 1-9317 04-6558834
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification number)
400 Centre Street, Newton, Massachusetts 02458
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 617-332-3990
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Item 5. Other Events
The following is an updated description of the Maryland "control share
acquisition" statute, which was recently changed.
Maryland law provides for a limitation of voting rights in a "control
share acquisition." The Maryland statute defines a control share acquisition at
the 10%, 33 1/3% and 50% acquisition levels, and requires a two-thirds vote
(excluding shares owned by the acquiring person and certain members of
management) to accord voting rights to shares acquired in a control share
acquisition. The statute would require the target company to hold a special
meeting at the request of an actual or proposed control share acquiror subject
to compliance with certain conditions by such acquiror. In addition, unless the
charter, declaration of trust or bylaws provide otherwise, the statute gives the
target company, within certain time limitations, various redemption rights if
there is a shareholder vote on the issue and the grant of voting rights is not
approved, or if an "acquiring person statement" is not delivered to the target
company within 10 days following a control share acquisition. Moreover, unless
the charter, declaration of trust or bylaws provide otherwise, the statute
provides that if, before a control share acquisition occurs, voting rights for
control shares are approved at a shareholders' meeting and the acquiror becomes
entitled to vote a majority of the shares entitled to vote, then all other
shareholders may exercise appraisal rights. The statute does not apply to shares
acquired in a merger, consolidation or share exchange if the target company is a
party to the transaction. An acquisition of shares may be exempted from the
control share statute provided that a charter, declaration of trust or bylaw
provision is adopted for such purpose prior to the control share acquisition.
The Company's Bylaws provide that the provisions of Maryland's control share
acquisition statute will not apply to any acquisition by any person of shares of
the Company.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
1.1 Purchase Agreement dated as of September 28, 2000
between HRPT Properties Trust and First Union
Securities, Inc. pertaining to $20,000,000 in
aggregate principal amount of 8.625% Senior Notes due
2010.
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4.1 Supplemental Indenture No. 9 dated as of September
29, 2000 between HRPT Properties Trust and State
Street Bank and Trust Company pertaining to
$20,000,000 in aggregate principal amount of 8.625%
Senior Notes due 2010.
8.1 Opinion of Sullivan & Worcester LLP re: tax matters.
12.1 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Sullivan & Worcester LLP (contained in
Exhibit 8.1).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HRPT PROPERTIES TRUST
By: /s/ John Popeo
John Popeo
Treasurer and Chief Financial Officer
Date: September 28, 2000
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