8-A12B 1 a2039479z8-a12b.txt FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HRPT PROPERTIES TRUST -------------------------- (Exact Name of Registrant as Specified in its Charter) MARYLAND 04-6558834 -------------------- ---------------- (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 400 CENTRE STREET NEWTON, MASSACHUSETTS 02458 ---------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective Exchange Act and is effective pursuant to General Instruction pursuant to General Instruction A.(d), A.(c), please check the following please check the following box. /X/ box. / / Securities Act registration statement file number to which this form relates: 333-56051 ------------- (if applicable) 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 ------------------- ------------------------------ 9 7/8% SERIES A CUMULATIVE REDEEMABLE NEW YORK STOCK EXCHANGE PREFERRED SHARES Securities to be registered pursuant to Section 12(g) of the Act: NONE -------------------- (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A description of the 9 7/8% Series A Cumulative Redeemable Preferred Shares, $.01 par value per share (the "Series A Preferred Shares"), of HRPT Properties Trust (the "Registrant") is contained in the Prospectus dated June 15, 1998 (File No. 333-56051), as supplemented by the Prospectus Supplement dated February 16, 2001 filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended. Such Prospectus, as so supplemented, is incorporated herein by reference. ITEM 2. EXHIBITS. Exhibit Number Description of Exhibit ------- ---------------------- 1.1 Composite copy of the Third Amended and Restated Declaration of Trust dated July 1, 1994, as amended to date, of the Registrant. (INCORPORATED BY REFERENCE TO THE REGISTRANT'S CURRENT REPORT ON FORM 8-K DATED JULY 1, 1998) 1.2 Articles Supplementary dated November 4, 1994 to the Third Amendment and Restatement of Declaration of Trust dated July 1, 1994 creating the Junior Participating Preferred Shares. (INCORPORATED BY REFERENCE TO THE REGISTRANT'S CURRENT REPORT ON FORM 8-K DATED MAY 27, 1998) 1.3 Articles Supplementary dated May 13, 1997 to the Third Amendment and Restatement of Declaration of Trust dated July 1, 1994 increasing the Junior Participating Preferred Shares. (INCORPORATED BY REFERENCE TO THE REGISTRANT'S CURRENT REPORT ON FORM 8-K DATED MAY 27, 1998) 1.4 Articles Supplementary dated May 22, 1998 to the Third Amendment and Restatement of Declaration of Trust dated July 1, 1994 increasing the Junior Participating Preferred Shares. (INCORPORATED BY REFERENCE TO THE REGISTRANT'S CURRENT REPORT ON FORM 8-K DATED MAY 27, 1998) 1.5 Articles Supplementary dated May 10, 2000 to the Third Amendment and Restatement of Declaration of Trust dated July 1, 1994. (INCORPORATED BY REFERENCE TO THE REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q DATED MAY 12, 2000) 1.6 Articles Supplementary dated February 16, 2001 to the Third Amendment and Restatement of Declaration of Trust dated July 1, 1994 relating to the 9 7/8% Series A Cumulative Redeemable Preferred Shares. (INCORPORATED BY REFERENCE TO THE REGISTRANT'S CURRENT REPORT ON FORM 8-K DATED FEBRUARY 16, 2001) 1.7 Amended and Restated By-Laws, as amended to date, of the Registrant. (INCORPORATED BY REFERENCE TO THE REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q DATED MAY 12, 2000) 1.8 Form of temporary 9 7/8% Series A Cumulative Redeemable Preferred Share Certificate. (INCORPORATED BY REFERENCE TO THE REGISTRANT'S CURRENT REPORT ON FORM 8-K DATED FEBRUARY 16, 2001) -2- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. HRPT PROPERTIES TRUST Date: February 16, 2001 By: /s/ John C. Popeo ----------------------------------- John C. Popeo Treasurer and Chief Financial Officer -3-