As filed with the Securities and Exchange Commission on July 7, 2006

 

Registration No. 333-34823

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

POST-EFFECTIVE AMENDMENT NO. 1

to

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

_______________________

HRPT PROPERTIES TRUST

(Exact name of registrant as specified in its charter)

_______________________

Maryland

(State or other jurisdiction of incorporation or organization)

 

04-6558834

(I.R.S. Employer Identification Number)

 

400 Centre Street

Newton, Massachusetts 02458

(617) 332-3990

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_______________________

John C. Popeo

Treasurer, Chief Financial Officer and Secretary

HRPT Properties Trust

400 Centre Street

Newton, Massachusetts 02458

(617) 332-3990

(Name, address, including zip code, telephone number, including area code, of agent for service)

_____________________

Copy to:

Alexander A. Notopoulos, Jr., Esq.

Sullivan & Worcester LLP

One Post Office Square

Boston, Massachusetts 02109

(617) 338-2800

_____________________

Approximate date of commencement of proposed sale to the public: N/A

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with distribution or interest reinvestment plans, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o _______

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o _______

If this form is a registration statement pursuant to General Instruction I.D. or a post effective amendment thereto and shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

 

 



 

 

DEREGISTRATION OF COMMON SHARES OF BENEFICIAL INTEREST

On September 2, 1997, HRPT Properties Trust (formerly Health and Retirement Properties Trust) (the “Company”) filed a Registration Statement on Form S-3 (Registration No. 333-34823) (the “Registration Statement”) for the sale of an aggregate of 86,188 common shares of beneficial interest, par value $.01 per share, of the Company. This Post-Effective Amendment is being filed by the Company to deregister all 86,188 common shares of beneficial interest registered pursuant to the Registration Statement, or such lesser portion that have not been sold or transferred pursuant to the Registration Statement as of the date this Post-Effective Amendment No. 1 is filed. The contractual obligations between the Company and the selling shareholders named in the Registration Statement requiring that the unsold common shares of beneficial interest included therein be registered and that the Registration Statement remain effective have expired by their terms.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on June 27, 2006.

 

HRPT PROPERTIES TRUST

 

 

 

By: /s/ John C. Popeo

 

John C. Popeo

 

Treasurer, Chief Financial Officer and Secretary

 

 

 

 

 



 

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

 

 

 

 

 

Signature

Title

Date

 

 

 

/s/ John A. Mannix

President and Chief

June 27, 2006

John A. Mannix

Operating Officer

 

 

 

 

/s/ John C. Popeo

Treasurer, Chief Financial

June 27, 2006

John C. Popeo

Officer and Secretary

 

 

(Principal Financial Officer and

 

 

Principal Accounting Officer)

 

 

 

 

/s/ Patrick F. Donelan

Trustee

June 27, 2006

Patrick F. Donelan

 

 

 

 

 

/s/ William A. Lamkin

Trustee

June 27, 2006

William A. Lamkin

 

 

 

 

 

/s/ Adam D. Portnoy

Trustee

June 27, 2006

Adam D. Portnoy

 

 

 

 

 

/s/ Barry M. Portnoy

Trustee

June 27, 2006

Barry M. Portnoy

 

 

 

 

 

/s/ Frederick N. Zeytoonjian

Trustee

June 27, 2006

Frederick N. Zeytoonjian