UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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): October
18, 2006
HRPT
PROPERTIES TRUST
(Exact
Name of Registrant as Specified in Its Charter)
Maryland
(State
or
Other Jurisdiction of
Incorporation)
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1-9317
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04-6558834
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(Commission
File Number)
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(IRS
Employer Identification No.)
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400
Centre Street, Newton, Massachusetts
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02458
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(Address
of Principal Executive Offices)
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(Zip
Code)
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617-332-3990
(Registrant’s
Telephone Number, Including Area Code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
8.01. Other Events.
On
October 11, 2006, HRPT Properties Trust, or the Company, issued 13,200,000
of
its 6½% Series D Cumulative Convertible Preferred Shares, par value $0.01 per
share, or Series D Preferred Shares, at $25 per share in an underwritten
public
offering. In connection with this offering, the Company granted the underwriters
an option to purchase up to an additional 1,980,000 Series D Preferred Shares
at
$25 per share plus accrued distributions to cover over-allotments, if any,
within 30 days from the date of the related purchase agreement. On October
18,
2006, the Company issued an additional 1,980,000 Series D Preferred Shares
pursuant to this over-allotment option. The estimated net proceeds from both
issuances, after underwriting and other offering expenses, were $368.3 million.
The Company used a portion of the net proceeds to reduce amounts outstanding
on
its revolving bank credit facility and intends to use the remainder of the
net
proceeds for general business purposes, including acquisitions.
A
final
prospectus supplement relating to the Series D Preferred Shares has been
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.
WARNING
REGARDING FORWARD LOOKING STATEMENTS
THIS
CURRENT REPORT ON FORM 8-K CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND THE FEDERAL
SECURITIES LAWS, INCLUDING WITH RESPECT TO THE USE OF PROCEEDS FROM THE ISSUANCE
OF THE SERIES D PREFERRED SHARES. THESE FORWARD LOOKING STATEMENTS ARE BASED
UPON THE COMPANY’S PRESENT BELIEFS AND EXPECTATIONS, BUT MAY NOT OCCUR DUE TO
MANY DIFFERENT REASONS, SOME OF WHICH ARE BEYOND THE COMPANY’S CONTROL. FORWARD
LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. YOU SHOULD
NOT
PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
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.
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HRPT
PROPERTIES TRUST |
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By: |
/s/ John
C. Popeo |
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John
C. Popeo
Treasurer
and Chief Financial Officer
Dated:
October 19, 2006
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