-----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, CQeoNhJO1OWlPtd/pwmg33OrzeuYIA15zFXddRXbAte4ANcARLiVQr3JrjHoXjY2 87+OMM3dGSHSe6lFeshgKw== 0001005150-97-000108.txt : 19970918 0001005150-97-000108.hdr.sgml : 19970918 ACCESSION NUMBER: 0001005150-97-000108 CONFORMED SUBMISSION TYPE: S-4MEF PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970226 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HRE PROPERTIES CENTRAL INDEX KEY: 0000048896 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 042458042 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-4MEF SEC ACT: SEC FILE NUMBER: 333-06835 FILM NUMBER: 97544509 BUSINESS ADDRESS: STREET 1: 321 RAILROAD AVENUE 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830-6306 BUSINESS PHONE: 2038638200 MAIL ADDRESS: STREET 1: 321 RAILROAD AVNEUE 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830-6306 FORMER COMPANY: FORMER CONFORMED NAME: HUBBARD REAL ESTATE INVESTMENTS DATE OF NAME CHANGE: 19860120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HRE PROPERTIES INC CENTRAL INDEX KEY: 0001029800 STANDARD INDUSTRIAL CLASSIFICATION: STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-4MEF SEC ACT: SEC FILE NUMBER: 333-06835-01 FILM NUMBER: 97544510 BUSINESS ADDRESS: STREET 1: C/O HRE PROPERTIES INC STREET 2: 321 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038638200 S-4/A 1 FORM S-4/A As filed with the Securities and Exchange Commission on February 26, 1997 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ HRE Properties, Inc. (Exact Name of Registrant as Specified in its Charter)
Maryland 6798 04-2458042* (State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer of Incorporation or Organization) Classification Code Number) 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) ------------------ 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 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 ------------------ * 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 CALCULATION OF REGISTRATION FEE
==================================================================================================================================== 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 - - - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par 5,346,081 shares (1) (1) (1) (1) value $.01 per share - - - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par 25,000 shares $17.56(2) $439,000(2) $151.38 value $.01 per share ====================================================================================================================================
(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. 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. 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 ---------------------------- 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 - - - -------------------------------------- Charles J. Urstadt Chairman of the Board and Chief Executive Officer /s/ James R. Moore February 26, 1997 - - - -------------------------------------- James R. Moore Executive Vice President - Chief Financial Officer /s/ E. Virgil Conway February 26, 1997 - - - -------------------------------------- E. Virgil Conway Director /s/ Robert R. Douglass February 26, 1997 - - - -------------------------------------- Robert R. Douglass Director /s/ Peter Herrick - - - --------------------------------------- February 26, 1997 Peter Herrick Director /s/ George H.C. Lawrence February 26, 1997 - - - -------------------------------------- George H.C. Lawrence Director /s/ Paul D. Paganucci February 26, 1997 - - - -------------------------------------- Paul D. Paganucci Director /s/ James O. York February 26, 1997 - - - --------------------------------------- James O. York Director INDEX TO EXHIBITS
Exhibits. 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).
EX-5.1 2 EXHIBIT 5.1 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 ------------------------- Principal EX-8.1 3 EXHIBIT 8.1 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. 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. -1- 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 --------------------- Coudert Brothers -2- EX-23.1 4 EXHIBIT 23.1 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 ------------------------ Arthur Andersen LLP New York, New York February 26, 1997 -----END PRIVACY-ENHANCED MESSAGE-----