UNITED STATES
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): June 17, 2003
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
ITEM 5. OTHER EVENTS.
A. SALE OF COMMON SHARES OF BENEFICIAL INTEREST.
On June 17, 2003, we priced an underwritten public offering of 13,250,000
common shares of beneficial interest. We expect to issue and deliver these
shares on or about June 20, 2003. The public offering price was $9.51 per share.
We expect to use the $119.4 million of net proceeds of the offering (after
estimated expenses and underwriters' commissions) to reduce amounts outstanding
on our revolving bank credit facility. We also granted the underwriters an
option to purchase an additional 1,987,500 common shares to cover
overallotments. A prospectus supplement relating to the common shares will be
filed with the Securities and Exchange Commission. This Current Report on Form
8-K shall not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any state in which such
offer, solicitation or sale is not permitted.
B. AMENDMENT TO DECLARATION OF TRUST.
On June 16, 2003 we filed Articles of Amendment to our Declaration of
Trust increasing the number of our authorized shares from 200,000,000 to
225,000,000. All our authorized shares are currently classified as follows: (i)
175,000,000 shall be referred to as common shares, $0.01 par value per share of
beneficial interest; (ii) 50,000,000 shall be referred to as preferred shares,
$0.01 par value per share.
THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND FEDERAL SECURITIES LAWS,
INCLUDING WITH RESPECT TO THE COMPANY'S ISSUANCE OF THE COMMON SHARES (INCLUDING
THE OVERALLOTMENT OPTION) AND THE AMOUNT AND USE OF PROCEEDS. THESE FORWARD
LOOKING STATEMENTS ARE BASED UPON THE COMPANY'S PRESENT EXPECTATIONS, BUT THESE
STATEMENTS AND THE IMPLICATIONS OF THESE STATEMENTS ARE NOT GUARANTEED.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
1.1 Underwriting Agreement, dated as of June 17, 2003, between HRPT
Properties Trust and the underwriters named therein relating to the sale
of 13,250,000 common shares of beneficial interest.
3.1 Third Amendment and Restatement of Declaration of Trust of HRPT
Properties Trust dated July 1, 1994, as amended to date.
8.1 Legal Opinion of Sullivan & Worcester LLP as to tax matters.
10.1 HRPT Properties Trust 2003 Incentive Share Award Plan.
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 C. POPEO
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Name: John C. Popeo
Title: Treasurer and Chief Financial
Officer
Date: June 17, 2003