-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JAfpFSyGFE43SqnTq7WqOZ+7f6HRpdFQNJMpdxoUU8rylaMaa8vJNvusCTAn2fMV 4Q1h68cHICPdGfwYq6iEQA== 0001005150-97-000137.txt : 19970313 0001005150-97-000137.hdr.sgml : 19970313 ACCESSION NUMBER: 0001005150-97-000137 CONFORMED SUBMISSION TYPE: 8-B12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970312 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HRE PROPERTIES INC CENTRAL INDEX KEY: 0001029800 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: 8-B12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-12803 FILM NUMBER: 97555452 BUSINESS ADDRESS: STREET 1: C/O HRE PROPERTIES INC STREET 2: 321 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038638200 8-B12B 1 FORM 8-B12B As filed with the Securities and Exchange Commission on March 12, 1997 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 8-B FOR REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS Filed Pursuant to Section 12(b) or 12(g) of The Securities Exchange Act of 1934 ------------------ HRE Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 04-2458042* (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification 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) ------------------ Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Common Stock, par value $.01 per share, The New York Stock Exchange, Inc. including associated Preferred Share Purchase Rights Securities to be registered pursuant to Section 12(g) of the Act: Title of Each Class Name of Each Exchange on which to be so Registered Each Class is to be Registered ------------------- ------------------------------ -None- -None- ------------------ * 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. ================================================================================ INFORMATION REQUIRED IN REGISTRATION STATEMENT This Registration Statement on Form 8-B is filed to register the securities of HRE Properties, Inc., a Maryland corporation (the "Registrant"). Item 1. General Information. The Registrant was incorporated under the laws of The State of Maryland on December 30, 1996. The Registrant's fiscal year-end is the twelve-month period ending October 31 of each year. Item 2. Transaction of Succession. The predecessor company, HRE Properties, a Massachusetts business trust (the "Predecessor"), had securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 at the time of succession. Pursuant to a Plan of Reorganization dated as of December 30, 1996 (the "Plan of Reorganization") between the Registrant and the Predecessor, the Predecessor merged (the "Merger") with and into the Registrant, the separate existence of the Predecessor ceased, and the Registrant was the surviving entity of the Merger. The Registrant possesses all the property, rights, privileges and powers, and is subject to all of the liabilities, obligations and duties of the Predecessor. Upon consummation of the Merger, each issued and outstanding common share of beneficial interest in the Predecessor was converted into one share of Common Stock, par value $.01 per share, of the Registrant (the "Common Stock"), and each outstanding Preferred Share Purchase Right to purchase preferred shares (or other securities or property) of the Predecessor under certain circumstances now represents one right to purchase shares of preferred stock (or other securities or property) of the Registrant under certain circumstances. Item 3. Securities to be Registered. The Registrant has authorized 70,000,000 shares of Common Stock, of which 5,364,755 shares were issued and outstanding as of March 12, 1997. Each issued and outstanding share of Common Stock also represents one Preferred Share Purchase Right which entitles the holder thereof to purchase shares of preferred stock (or other securities or property) of the Registrant under certain circumstances. None of these securities are issued and held for the account of the Registrant. Item 4. Description of Registrant's Securities to be Registered. With respect to the Common Stock, Registrant's Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the "Commission") on December 31, 1996 (No. 333-19113-01), together with all amendments thereto, now or hereafter filed, is hereby incorporated by reference into this Form 8-B. Item 5. Financial Statements and Exhibits. Pursuant to Part (a) of the Instructions as to Financial Statements, no financial statements are required to be filed with this Form 8-B. Listed below are the exhibits filed as part of this Form 8-B. Exhibit Number Description of Exhibit ------ ---------------------- 1. Registrant's Registration Statement on Form S-4 filed with the Commission on December 31, 1996 (No. 333-19113-01), as amended (the "1933 Act Registration Statement"), is hereby incorporated by this reference. 2. Plan of Reorganization, dated as of December 30, 1996, between Predecessor and Registrant. Incorporated by reference to Exhibit 2.1 of the 1933 Act Registration Statement. 3. Registrant's Certificate of Incorporation. Incorporated by reference to Exhibit 3.1 of the 1933 Act Registration Statement. 4. Registrant's By-laws. Incorporated by reference to Exhibit 3.2 of the 1933 Act Registration Statement. 5. Registrant's Registration Statement on Form 8-K filed with the Commission on March 12, 1997 is hereby incorporated by this reference. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, 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 March 12, 1997. HRE PROPERTIES, INC. By: /s/ James R. Moore ---------------------------------- James R. Moore, Executive Vice President - Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----