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): July 27, 2004
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 organization) file number) identification number)
400 CENTRE STREET, NEWTON, MASSACHUSETTS 02458
(Address of principal executive offices) (Zip code)
617-332-3990
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On July 27, 2004, HRPT Properties Trust (the "Company") agreed to
sell $400,000,000 aggregate principal amount of its 6 1/4% Senior Notes Due
August 15, 2016 (the "Notes") in a public offering. The notes are expected to
be issued on August 5, 2004, and will be issued under a supplemental
indenture to the Company's indenture dated July 9, 1997. The Notes will be
senior unsecured obligations of the Company and will have substantially the
same covenants as the Company's other outstanding senior unsecured notes
issued under that indenture. The Company intends to use the estimated $392.2
million net proceeds of this offering to reduce amounts outstanding under its
revolving credit facility. The underwriters for the offering are Merrill
Lynch, Pierce, Fenner & Smith Incorporated; RBC Capital Markets Corporation;
Wachovia Capital Markets, LLC; Advest, Inc.; BB&T Capital Markets, a division
of Scott & Stringfellow, Inc.; BNY Capital Markets, Inc.; Banc of America
Securities LLC; Comerica Securities, Inc.; Commerzbank Capital Markets Corp.;
Ferris, Baker Watts, Incorporated; Harris Nesbitt Corp.; KeyBanc Capital
Markets, a division of McDonald Investments Inc.; Legg Mason Wood Walker,
Incorporated; Morgan Keegan & Company, Inc.; Piper Jaffray & Co.; PNC Capital
Markets, Inc.; Raymond James & Associates, Inc.; Stifel, Nicolaus & Company,
Incorporated; SunTrust Capital Markets, Inc.; Wedbush Morgan Securities Inc.;
and Wells Fargo Brokerage Services, LLC. A prospectus supplement relating to
the the Notes 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 would be
unlawful prior to registration or qualification under the securities laws of
any such state.
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 NOTES AND ITS INTENDED
USE OF THE 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 AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement dated as of July 27, 2004 between
HRPT Properties Trust and the underwriters named therein,
pertaining to $400,000,000 in aggregate principal amount of
6 1/4% Senior Notes due August 15, 2016.
4.1 Form of Supplemental Indenture No. 14 dated as of August 5,
2004 between HRPT Properties Trust and U.S. Bank National
Association, including the form of 6 1/4% Senior Note due
August 15, 2016.
5.1 Opinion of Sullivan & Worcester LLP.
5.2 Opinion of Venable LLP.
8.1 Opinion of Sullivan & Worcester LLP re: tax matters.
23.1 Consents of Sullivan & Worcester LLP (contained in Exhibits
5.1 and 8.1).
23.2 Consent of Venable LLP (contained in Exhibit 5.2).
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
_________________________
John C. Popeo
Treasurer and Chief Financial Officer
Date: July 27, 2004