REGISTRATION STATEMENT ON FORM S-3
(NO.333-52601)
FILED UNDER RULE 424(b)(ii)
Prospectus Supplement
(To Prospectus dated May 26, 1998)
1,085,000 Shares
HOME PROPERTIES OF NEW YORK, INC.
Common Stock
All of the 1,085,000 shares of common stock, par value $.01 per share
(the "Common Stock"), offered hereby (the "Offering") will be sold by Home
Properties of New York, Inc. ("Home Properties" or the "Company"). The
Company's Common Stock is listed on the New York Stock Exchange (the "NYSE")
under the symbol "HME." The last reported sale price of the shares of Common
Stock on the NYSE on May 27, 1998 was $26.5625 per share. To ensure that the
Company maintains its qualification as a real estate investment trust (a
"REIT"), ownership of the Common Stock by any single stockholder is generally
limited to 8% of the value of the Company's outstanding capital stock. See
"Description of Capital Stock" in the accompanying Prospectus.
PaineWebber Incorporated ("PaineWebber") has agreed to purchase the
shares of Common Stock from the Company at a price of $25.2344 per share,
resulting in aggregate proceeds to the Company of $27,379,324, before payment
of expenses by the Company estimated at $20,000, subject to the terms and
conditions of the underwriting agreement between the Company and PaineWebber
(the "Underwriting Agreement"). PaineWebber plans to deposit the shares of
Common Stock with the trustee of PaineWebber Equity Trust REIT Series 1 (the
"Trust") in exchange for units in the Trust. If all of the shares of Common
Stock so deposited with the trustee of the Trust are valued at their reported
last sale price on the NYSE on May 27, 1998, the aggregate underwriting
commissions would be $1,440,989. The Company and Home Properties of New York,
L.P. (the "Operating Partnership") have agreed to indemnify PaineWebber against
certain liabilities, including liabilities under the Securities Act of 1933,
as amended (the "Securities Act"). See "Underwriting."
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED
UNDER "RISK FACTORS" BEGINNING ON PAGE 4 OF THE ACCOMPANYING PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
ACCOMPANYING PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The shares of Common Stock are offered by PaineWebber, subject to prior
sale, when, as and if delivered to and accepted by PaineWebber and subject to
its right to reject orders in whole or in part. It is expected that delivery
of the shares of Common Stock will be in New York City on or about May 29,
1998.
PAINEWEBBER INCORPORATED
The date of this Prospectus Supplement is May 27, 1998.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SUCH TRANSACTIONS MAY INCLUDE THE PURCHASE OF THE COMMON STOCK TO STABILIZE ITS
MARKET PRICE AND TO COVER SHORT POSITIONS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."
THE FOLLOWING INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS QUALIFIED IN
ITS ENTIRETY BY THE MORE DETAILED INFORMATION APPEARING IN THE ACCOMPANYING
PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE ACCOMPANYING
PROSPECTUS. REFERENCES TO THE COMPANY IN THIS PROSPECTUS SUPPLEMENT MEAN,
EXCEPT AS THE CONTEXT OTHERWISE REQUIRES, THE COMPANY, THE OPERATING
PARTNERSHIP., HOME PROPERTIES TRUST, HP MANAGEMENT, INC., CONIFER REALTY, INC.
AND ALL OTHER SUBSIDIARIES OF THE COMPANY ON A CONSOLIDATED BASIS
FORWARD LOOKING STATEMENTS
THIS PROSPECTUS SUPPLEMENT, CONTAINS, AND THE ACCOMPANYING PROSPECTUS
CONTAINS OR INCORPORATES BY REFERENCE, STATEMENTS THAT MAY BE DEEMED TO BE
"FORWARD-LOOKING" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT AND
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE COMPANY'S
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD-
LOOKING STATEMENTS. CERTAIN FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE ARE
DISCUSSED IN THE SECTION ENTITLED "RISK FACTORS" IN THE ACCOMPANYING
PROSPECTUS.
THE COMPANY
Home Properties is a fully integrated, self-administered and self-managed
real estate investment trust (a "REIT"), which owns, operates, acquires and
develops multifamily apartment communities throughout the Northeastern, Mid-
Atlantic and Midwestern regions of the United States. The Company currently
operates 231 communities containing 26,090 apartment units. Of these, 17,103
units in 71 communities are wholly owned by the Company, 6,139 units in 119
communities are managed and partially owned by the Company as general partner,
and 2,848 units in 41 communities are managed for other owners. The
communities are located throughout the Northeastern quadrant of the United
States in New York, Michigan, Pennsylvania, Maryland, New Jersey, Virginia,
Connecticut, Ohio, and Indiana (the "Current Markets"). Since its initial
public offering in August 1994, the Company has more than quadrupled the size
of its wholly owned portfolio and has expanded its geographic presence from
Upstate New York to eight additional states. During the same period, the
Company acquired 59 communities containing 13,736 apartment units for a total
acquisition cost of approximately $483 million.
Home Properties conducts substantially all of its business and operations
through, and all of the communities and other assets of the Company are held
by, the Operating Partnership. Home Properties indirectly owns a controlling
57.8% interest in the Operating Partnership and is solely responsible for all
aspects of its management. The Operating Partnership performs certain
operations relating to its property management and development activities
through management companies beneficially owned by the Operating Partnership
and controlled by one or more officers of Home Properties.
The Company's executive offices are located at 850 Clinton Square,
Rochester, New York 14604, and its telephone number is (716) 546-4900.
RECENT DEVELOPMENTS
PENDING ACQUISITIONS
On May 15, 1998, the Company entered into purchase agreements to acquire
a portfolio of 17 multifamily communities containing 4,002 apartment units (the
"Acquisition Portfolio") for a total purchase price of $155 million. The
Acquisition Portfolio communities are located in New Jersey, Maine, New York,
Pennsylvania, Ohio and Michigan. During the first quarter of 1998, the
Acquisition Portfolio had an average occupancy rate of 96%. In addition to the
Acquisition Portfolio, the Company has entered into agreements to acquire three
other apartment communities (the "Other Pending Acquisitions") aggregating
1,647 units for a total purchase price of approximately $57 million. The Other
Pending Acquisitions communities are located in Illinois, Pennsylvania and New
York. The closings of the Acquisition Portfolio and the Other Pending
Acquisitions are subject to customary approvals and conditions.
1998 COMPLETED ACQUISITIONS
Since January 1, 1998, the Company has completed the acquisition of nine
multifamily communities aggregating 3,055 apartment units for a total purchase
price of approximately $120 million. These communities are located in the
Current Markets where the Company continues to increase its presence and
diversify its portfolio.
FINANCING ACTIVITIES
On May 15, 1998, the Company signed a commitment for a $155 million
standby acquisition facility (the "Acquisition Facility") in connection with
the pending purchase of the Acquisition Portfolio. The Acquisition Facility
provides financing in addition to the Company's $50 million unsecured credit
facility. The Acquisition Facility, if drawn, will bear interest at LIBOR plus
1.65 % and mature one year following funding. The Company may draw on the
Acquisition Facility at any time during the 90 days following May 15, 1998 to
fund up to 100% of the purchase price of the Acquisition Portfolio, subject to
certain conditions.
On April 14, 1998, the Company completed a direct placement of 1,320,755
shares of Common Stock at a price of $26.50 per share. The net cash proceeds
from the offering of $35 million were used primarily to repay amounts
outstanding on the Company's unsecured credit facility, with remaining funds
available for general corporate purposes and to fund acquisitions.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the shares of Common
Stock offered hereby are expected to be approximately $27,359,324. The Company
intends to contribute or otherwise transfer the net proceeds of the sale of the
Common Stock offered hereby to Home Properties Trust, a wholly-owned qualified
REIT subsidiary of the Company, and that entity will contribute such proceeds
to the Operating Partnership in exchange for an equal number of units of
limited partnership interest in the Operating Partnership. Such net proceeds
will be used to fund acquisitions, which may include the Acquisition Portfolio,
and for general corporate purposes.
UNDERWRITING
Subject to the terms and conditions contained in the Underwriting
Agreement, the Company has agreed to sell to PaineWebber, and PaineWebber has
agreed to purchase from the Company, all of the shares of Common Stock offered
hereby at the price set forth on the cover page of this Prospectus Supplement.
Pursuant to the terms of the Underwriting Agreement, PaineWebber is obligated
to purchase all of the shares of Common Stock if any shares are purchased.
PaineWebber intends to deposit the shares of Common Stock offered hereby
with the trustee of the Trust, a registered unit investment trust under the
Investment Company Act of 1940, as amended, in exchange for units in Trust. If
all of the shares of Common Stock so deposited with the trustee of the Trust
are valued at their last sale price on the NYSE on May 27, 1998, the aggregate
underwriting commissions would be $1,440,989. PaineWebber is acting as sponsor
and depositor of the Trust and is therefore considered an affiliate of the
Trust.
In the Underwriting Agreement, the Company and the Operating Partnership
have agreed to indemnify PaineWebber against certain liabilities, including
liabilities under the federal securities laws, or to contribute to payments
PaineWebber may be required to make in respect thereof.
In connection with this offering of Common Stock, the rules of the
Securities and Exchange Commission permit PaineWebber to engage in certain
transactions that stabilize the price of the Common Stock. Such transactions
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the Common Stock.
If PaineWebber creates a short position in the Common Stock in connection
with this offering (I.E., if it sells more shares of Common Stock than are set
forth on the cover page of this Prospectus Supplement), PaineWebber may reduce
that short position by purchasing Common Stock in the open market. In general,
purchases of a security for purposes of stabilization could cause the price of
the security to be higher than it might be in the absence of such purchases.
Neither the Company nor PaineWebber makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above might have on the price of the Common Stock. In addition,
neither the Company nor PaineWebber makes any representation that PaineWebber
will engage in such transactions or that such transactions, once commenced,
will not be discontinued without notice.
The Common Stock is listed on the NYSE under the symbol "HME" and on the
Berlin Stock Exchange under the symbol "HMPGR." The Company has applied for
listing of the shares of Common Stock offered hereby on the NYSE.
In the ordinary course of business, PaineWebber has in the past engaged
and may in the future engage in financial advisory, investment banking and
other transactions with the Company for which customary compensation has been,
and will be, received.
EXPERTS
The financial statements incorporated by reference in this Prospectus
Supplement or elsewhere in the Registration Statement have been incorporated
herein in reliance on the reports audited by Coopers & Lybrand L.L.P,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
LEGAL MATTERS
Certain legal matters, including the legality of the shares of Common
Stock offered hereby, will be passed upon for the Company by Nixon, Hargrave,
Devans & Doyle LLP, Rochester, New York, and for PaineWebber by Rogers & Wells
LLP, New York, New York. Mr. Alan L. Gosule, a director and shareholder of the
Company, is a member of the firm of Rogers & Wells, LLP. As to matters of
Maryland law contained in its opinion, Rogers & Wells LLP will rely on the
opinion of Nixon, Hargrave, Devans & Doyle LLP.
<PAGE>
No person has been authorized to give any
information or to make any representations in 1,085,000 SHARES OF
connection with the offering of securities made COMMON STOCK
hereby other than 1,085,000 those contained or
incorporated by reference In this Prospectus
Supplement or the accompanying Prospectus and, if
given or made, such information or representations
must not be relied upon as having been authorized
by the Company or the PaineWebber. Neither the
delivery of this Prospectus Supplement or the
accompanying Prospectus nor any sale made
hereunder shall, under any circumstances, create
any implication that there has been no change in
the affairs of the Company since the date hereof
or that the information contained herein is
correct as of anytime subsequent to its date.
This Prospectus Supplement and the accompanying
Prospectus do not constitute an offer to sell or a HOME PROPERTIES OF
solicitation of an offer to buy such securities in NEW YORK, INC.
any circumstances in which such offer or
solicitation is unlawful.
Table of Contents
Prospectus Supplement
PAINEWEBBER INCORPORATED
Forward-Looking Statements..... 2
The Company.................... 2
Recent Developments............ 2
Use of Proceeds................ 3
Underwriting................... 3
Experts ....................... 4
Legal Matters.................. 4
PROSPECTUS
Available information. . . . .. . .
Forward Looking Statements . . . .
Documents Incorporated by
Reference. . . . . . . .. . . .
The Company . . . . . . . . . . .
Risk Factors. . . . . . . . . . .
.
Use of Proceeds . . . . . . . . .
Description of Capital Stock . . .
Description of Debt Securities . .
Federal Income Tax Considerations.. MAY 27, 1998
Other Tax Considerations. . . . . .
ERISA Considerations . . . . . . .
Plan of Distribution. . . . . . . .
Legal Matters. . . . .. . . . . . .
Experts. . . . . . . . . . . . .
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