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):
May 9, 2006
HOME PROPERTIES, INC.
(Exact name of Registrant as specified in its Charter)
MARYLAND 1-13136 16-1455126
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
850 Clinton Square, Rochester, New York 14604
www.homeproperties.com
Address of principal executive offices and internet site)
(585) 546-4900
(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 May 9, 2006, the Registrant entered into an underwriting agreement with
UBS Securities LLC and certain selling shareholders named therein relating to
the sale by the selling shareholders of an of an aggregate of 2,969,914 shares
of common stock (the "Shares"), $.01 par value per share, of the Registrant (the
"Underwriting Agreement"). The sales have been made under the Registrant's shelf
registration statement on Form S-3 (File No. 333-133933) (the Registration
Statement").
The Registrant entered into the Underwriting Agreement pursuant to a
Registration Rights Agreement, dated October 29, 1997, between the Registrant
and the selling shareholders, entered into at the time the Registrant purchased
certain apartment properties in Detroit, Michigan from the selling shareholders.
In consideration of that purchase, Home Properties, L.P. issued units of limited
partnership to the selling shareholders, which were exchanged for the Shares
immediately prior to the offering.
In the Underwriting Agreement, the Registrant made various representations
and warranties to the other parties thereto and generally agreed to indemnify,
subject to the exceptions in the Underwriting Agreement, UBS Securities LLC and
its affiliates and their respective successors and assigns from losses arising
from any untrue or allegedly untrue statement of a material fact, or omission to
a state material fact, in the Registration Statement or in any prospectus
related thereto. This Current Report on Form 8-K is filed to incorporate the
Underwriting Agreement into that Registration Statement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
c. Exhibits
Exhibit 1. Underwriting Agreement, dated May 9, 2006, between Home
Properties, Inc., UBS Securities LLC and the selling shareholders named therein.
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 thereunto duly authorized.
Dated: May 10, 2006 HOME PROPERTIES, INC.
(Registrant)
By /s/ Ann M. McCormick
------------------------------------------
Ann M. McCormick, Executive Vice President
General Counsel and Secretary