UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HOME PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation or organization)
16-1455126
(I.R.S. Employer Identification No.)
850 Clinton Square
Rochester, New York 14604
(585) 546-4900
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Ann M. McCormick, Esq.
Executive Vice President, Secretary
and General Counsel
Home Properties, Inc.
850 Clinton Square
Rochester, New York 14604
(585) 546-4900
Facsimile (585) 232-3147
(Names, addresses, including zip codes, and telephone numbers, including
area codes, of agents for service)
Copies to:
Deborah McLean Quinn, Esq.
Nixon Peabody LLP
1300 Clinton Square
Rochester, New York 14604
(585) 263-1307
Facsimile (866) 947-0724
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
If only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. |X|
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 dividend or interest
reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act of 1933 registration statement number of the earlier
registration statement for the same offering. |_|
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 registration statement for the same
offering. |_|
If this Form is a registration statement pursuant to General Instruction I.D. or
a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. |X|
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. [ ]
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
Title of each Amount to be Proposed maximum Proposed maximum Amount of
class of securities registered offering price per aggregate offering registration fee
to be registered share* price
------------------------------------------------------------------------------------------------
Common Stock, 3,000,000 $57.295 $171,885,000 $18,392
$.01 Par Value shares
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
* Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933 and based upon the average
of the high and low prices reported on the New York Stock Exchange on
September 18, 2006 of $57.295.
Prospectus
Home Properties, Inc.
Dividend Reinvestment and Direct Stock Purchase Plan
3,000,000 Shares of Common Stock
Home Properties, Inc. Dividend Reinvestment and Direct Stock Purchase Plan,
referred to herein as the Plan, provides holders of our common stock and
individuals or entities who are not currently stockholders (depending on legal
residence) with a convenient method of purchasing our common stock.
Home Properties is a publicly-traded company which files publicly available
reports with the U.S. Securities and Exchange Commission. Our shares are traded
on the New York Stock Exchange under the ticker symbol HME. The closing price of
the common stock on September [ ], 2006, was $[ ] per share. Investment in Home
Properties' common stock involves certain risks including those described on
page 2. The Plan allows a participant to elect to:
o Increase ownership through monthly optional cash purchases
o Automatically reinvest quarterly dividends and/or partnership
distributions
o Transfer shares and move your money electronically
o Own stock without receiving certificates
This prospectus describes the terms and conditions of the Plan and should
be retained for future reference.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is September 20, 2006
TABLE OF CONTENTS
Special Note Regarding This Prospectus........................................1
Home Properties...............................................................2
Risk Factors..................................................................2
Use of Proceeds...............................................................2
Details About the Dividend Reinvestment and Direct Stock Purchase Plan........3
Plan of Distribution.........................................................10
Available Information........................................................11
Incorporation of Certain Documents By Reference..............................11
Experts......................................................................12
Legal Matters................................................................12
SPECIAL NOTE REGARDING THIS PROSPECTUS
This prospectus is part of a registration statement filed by us with the
Securities and Exchange Commission. You should read this prospectus together
with the additional information described under the headings "Additional
Information" and "Incorporation of Certain Documents By Reference." You should
rely only on the information incorporated by reference or provided in this
prospectus.
You should not assume that the information in this prospectus is accurate
as of any date other than the date on the front of this prospectus. Other
information filed by us with the Securities and Exchange Commission is
incorporated into this prospectus by reference. You should assume that the
reports and documents incorporated by reference are accurate only as of their
respective dates. Our business, financial condition, results of operations, risk
factors and forward-looking information may have changed since these dates.
Documents which are exhibits to or incorporated by reference into this
prospectus and the reports incorporated by reference may contain
representations, warrantees and agreements. Those representations, warranties
and agreements were made solely for the benefit of the parties to those
documents and may be subject to qualifications and limitations, and are not a
representation, warranty or agreement for your benefit.
The following information should be read in conjunction with the more
detailed information included elsewhere in this prospectus or incorporated
herein by reference. References to "Home Properties," "we" or "us" in this
prospectus mean, except as the context otherwise requires, Home Properties,
Inc., a Maryland corporation, Home Properties, L.P., a New York limited
partnership (the "Operating Partnership"), Home Properties I, LLC, a New York
limited liability company, Home Properties Trust, a Maryland trust, HP
Management, Inc., a Maryland corporation, Home Properties Resident Services,
Inc., a Maryland corporation, and all other subsidiaries of Home Properties on a
consolidated basis.
HOME PROPERTIES
We are a self-administered and self-managed real estate investment trust, a
REIT. We own, operate, acquire and rehabilitate apartment communities, primarily
in select Northeast, Mid-Atlantic and Southeast Florida markets. Our communities
are predominately suburban garden-style apartments. Currently, Home Properties
operates 142 communities containing 42,878 apartment units. Of these, 39,309
units in 137 communities are owned directly by us; 868 units are partially owned
and managed by us as general partner, and 2,701 units are managed for other
owners.
We were incorporated in November 1993 as a Maryland corporation.
Headquartered in Rochester, New York, Home Properties and its predecessors have
operated multifamily properties since 1967. We are the general partner of Home
Properties, L.P., a New York limited partnership, through which we own, acquire
and operate most of our market rate apartments. We frequently refer to Home
Properties, L.P. as the "Operating Partnership". Certain of our activities, such
as residential property management for others, development activities and
construction, development and redevelopment services are carried on through two
wholly-owned subsidiaries: Home Properties Management Inc. and Home Properties
Resident Services, Inc.
Our principal executive offices are located at 850 Clinton Square,
Rochester, New York 14604. Our telephone number is (585) 246-4900.
RISK FACTORS
Investing in our common stock involves risks that could affect us and our
business as well as our industry in general. Please carefully consider the risk
factors discussed in our periodic reports filed with the Securities and Exchange
Commission (the "SEC"), which are incorporated by reference in this prospectus,
as well as other information we include or incorporate by reference in this
prospectus. Additional risks and uncertainties not presently known to us or that
we currently deem immaterial may also impair our business operations or may
prove to be important in the future.
USE OF PROCEEDS
Proceeds from any newly issued shares of common stock purchased directly
from us under the Plan will be available for general corporate purposes. We have
no basis for estimating either the numbers of shares of common stock that will
ultimately be purchased directly from us, if any, under the Plan or the prices
at which such shares will be sold. If the Plan Administrator purchases shares of
common stock in the open market under the Plan, we will not receive any
proceeds.
DETAILS ABOUT THE DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
Purpose of the Plan
The Home Properties Dividend Reinvestment and Direct Stock Purchase Plan
(the "Plan") was established to promote long-term ownership in Home Properties
and is designed to give our shareholders, residents, employees, limited partners
and others a simple, convenient, and economical way to purchase Home Properties
common stock.
We have periodically revised the Plan to provide new features, amend
existing features and to clarify it. If you have previously participated in the
Plan, you may participate in its amended version without any further action on
your part.
Please read this Prospectus and the other information referred to carefully
before you invest. If you require an additional Plan Prospectus, enrollment
form, or further assistance, simply contact us or the Plan's Administrator at
the address set forth at the end of this Prospectus.
Home Properties' and the Plan Administrator's Responsibilities
Mellon Bank, N.A. (the "Plan Administrator") administers the Plan.
Certain administrative support will be provided to the Plan Administrator by
Mellon Investor Services, a registered transfer agent, or Mellon Securities LLC,
an affiliate of the Plan Administrator and a registered broker-dealer.
The Plan Administrator, along with its affiliates, purchases and holds
shares of stock for Plan participants, keeps records, mails statements, and
performs other duties required by the Plan.
Neither Home Properties nor the Plan Administrator is liable for any act,
or for any failure to act, as long as we make good faith efforts to carry out
the terms of the Plan as described in this Prospectus and on the forms that
accompany each investment or activity. This release from liability does not
apply to violation of federal securities laws.
Neither Home Properties nor the Plan Administrator promises a profit or
protects against a loss on the common stock purchased under the Plan.
Dividends Paid by Home Properties
Home Properties normally pays dividends four times a year, in February,
May, August and November. To receive a dividend, you must be a shareholder on
the applicable record dates, which are approximately ten days prior to the
dividend payment dates. Dividends are declared by the Board of Directors.
Plan Service Fees
The following fees will be paid to the Plan Administrator by Plan
participants:
Optional Cash Purchase of Shares (Initial):
By check, money order or debit $15.00
Optional Cash Purchase of Shares (Subsequent):
By check or money order $ 5.00
By pre-authorized debit from bank account $ 2.00
Trading Fees (for all market purchase
investments) $ 0.06 per share
Sale of Shares of Common Stock: $15.00 plus $0.12 per share
In addition, the Plan Administrator will charge a fee of $35.00 for
insufficient funds or rejected automatic debits. There are no fees for the share
safekeeping service.
Home Properties will pay the Plan Administrator fees in connection with
dividend reinvestments and optional cash purchases made by employees by means of
payroll deduction.
In all other cases, Plan Administrator fees, including trading fees
incurred in connection with Plan purchases of shares of common stock in the open
market will be added to and considered part of the purchase price of such shares
and service fees will be deducted from investment funds.
When shares of Home Properties' common stock are sold by the Plan
Administrator for a participant, the participant will be responsible for any
trading fees, expenses, service charges or other expenses incurred pursuant to
the sale of such shares of common stock.
Who May Participate
All U.S. citizens are eligible to join the Plan, whether or not they are
currently Home Properties shareholders.
Foreign citizens are eligible to participate as long as their participation
does not violate any laws in their home countries.
How to Enroll
Join the Plan at any time on-line through Investor ServiceDirect(R). New
investors establish a Personal Identification Number (PIN) when setting up their
account. To access Investor ServiceDirect please visit the Mellon Investor
Services website at www.melloninvestor.com. Your initial investment can be made
via on-line enrollment by authorizing a one-time deduction from your bank
account, or by opening your account on-line and sending your initial investment.
Alternatively you may enroll by completing an Enrollment Form and returning
it to the Plan Administrator. If you own shares in a brokerage account, request
the broker to enroll you, or you may direct your broker to register all or any
number of whole shares in your own name through the Direct Registration System
so you can participate as a registered owner as indicated above.
If you are already a Home Properties shareholder of record and would like
to begin making optional cash purchases or switch your account to dividend
reinvestment, you may do so online at www.melloninvestor,com/isd through
Investor ServiceDirect. Simply type in your Investor ID and PIN (first-time
users will need to "Establish Pin" first). If you have forgotten your password,
call (877) 978-7778 to have it reset. Be sure to select one of the following
investment options when enrolling.
Investment Options
Dividend Reinvestment
If you are a shareholder of record owning fewer than 100 shares, you can
choose to fully reinvest your quarterly dividend. You will have full Internet
access to your account and you will receive an annual statement detailing all of
your transactions for the year along with 1099-DIV tax reporting information. If
you are a shareholder of record owning 100 shares or more, you may elect to
reinvest all or part of your dividends. You will also have the convenience of
access to your account over the Internet and will receive quarterly account
statements. As a participant, the dividends payable on your participating shares
will purchase additional shares of common stock at the Plan Purchase Price
(defined later). Your reinvested dividends will purchase whole and fractional
shares, computed to four decimal places.
Optional Cash Purchase
As a Plan participant, you may elect to make optional cash purchases
whether or not you are reinvesting dividends. The Plan Administrator will
initiate an investment at least once every five business days. You will purchase
whole and fractional shares, computed to four decimal places. You will not
receive interest on optional cash funds held pending a purchase. Dividends paid
on shares that are purchased for your account with optional cash payments will
be reinvested automatically in Home Properties' common stock, unless you
instruct the Plan Administrator otherwise.
Investment Amounts
If you are not a Home Properties shareholder of record or employee, you
must invest at least $1,000 initially. If you are a Home Properties shareholder
of record or employee participating by means of payroll deduction, your initial
investment can be as little as $50.
After the initial investment, participants can make optional cash purchases
for a minimum of $50 up to a maximum of $10,000 per month. For purposes of this
$10,000 limitation, Home Properties reserves the right to aggregate all cash
purchases from any participant with more than one Plan account using the same
name, address or social security/taxpayer identification number. Also for
purposes of this $10,000 limitation, all Plan accounts that Home Properties
believes to be under common control or management or to have common ultimate
beneficial ownership may be aggregated.
How to Make an Optional Cash Payment or an Automatic Optional Cash Payment from
Your Bank Account
Make an optional cash payment by sending a check or money order, or by
authorizing the Plan Administrator to automatically withdraw from your bank
account. Do not send cash to the Plan Administrator. If you pay by check or
money order, please use the transaction stub located on the bottom of your Plan
statement, make your check or money order payable to Mellon Bank/HME and mail to
the Plan Administrator's address. To authorize individual or monthly automatic
deductions from your bank account, logon to your account in Investor
ServiceDirect, or complete the appropriate section of the Enrollment Form.
The Source of Plan Shares and Use of Proceeds
Home Properties common stock is either purchased directly from Home
Properties or is purchased by the Plan Administrator in open trading. Home
Properties designates the source of the shares but cannot change the source more
than once every three months and only if required by law or for another valid
reason. Proceeds received by Home Properties from direct sale of shares to the
Plan will be used for general corporate purposes. Share purchases in the open
market can be made on any exchange where Home Properties common stock is traded
or through negotiated transactions, on such terms as the Plan Administrator
determines. Neither Home Properties nor any participant will have the authority
to direct the date, time or price at which shares may be purchased by the Plan
Administrator.
The Purchase Date
Home Properties typically pays dividends on a quarterly basis. If these
dividends are used to purchase new shares directly from Home Properties, the
Plan Administrator will reinvest dividends on the applicable date on which Home
Properties pays dividends (or a Dividend Payment Date). If these dividends are
used to acquire shares through open market purchases, the Plan Administrator
will purchase all shares within thirty days of the applicable Dividend Payment
Date. If the dividends are not able to be fully invested within this thirty day
period, dividends will be distributed in full, without interest, by the Plan
Administrator to the stockholders participating in the Plan.
Funds for optional cash purchases of less than $10,000 per month may be
deposited into your Plan account at any time and will be used to acquire shares
at least once every five business days (or a Cash Purchase Investment Date). If
these funds deposited during a particular investment period are used to acquire
new shares directly from Home Properties, they will be invested on the next Cash
Purchase Investment Date. If these funds are used to acquire shares through open
market purchases, the Plan Administrator will purchase all shares within thirty
days of the next Cash Purchase Investment Date. If funds deposited for optional
cash purchases are not able to be fully invested within this thirty day period,
the funds will be returned in full, without interest, by the Plan Administrator
to the applicable stockholders and/or new investors.
The Plan Purchase Price
The Plan Purchase Price for shares purchased directly from Home Properties
with reinvested cash dividends or optional cash payments will be the average of
the daily high and low trading prices, computed up to seven decimal places, if
necessary, of Home Properties common stock on the applicable purchase date. For
shares purchased by the Plan Administrator in open trading with reinvested cash
dividends or optional cash payments, the purchase price will be the weighted
average price paid by the Plan Administrator for all shares purchased by it for
participants with the invested funds on the applicable purchase date, including
all trading fees and service charges.
Waiver Purchase
Optional Cash Purchase in excess of $10,000 per month
Home Properties considers requests for optional cash purchases greater than
$10,000 per month on a month-by-month basis and approves requests based on
various corporate factors and market conditions. Waiver purchases may be denied
by Home Properties for any reason and require a signed Request for Waiver Form.
If a request for waiver is approved, the price of shares purchased pursuant
to the request for waiver will be determined using a pricing period of not less
than one but not more than ten trading days as determined by the Company
commencing on a date set by us. Optional cash payments or initial investments
made pursuant to a request for waiver will be used to purchase shares of our
common stock as soon as practicable on or after the business day following the
last day of the pricing period. This date is referred to as the waiver
investment date. The Plan Administrator will apply all good funds received on or
before the last business day before the pricing period to purchase of shares of
our common stock. Funds received after this date will be returned to you.
For purposes of determining the price per share on the waiver investment
date, the price will be equal to the average of the high and low sale prices of
our shares, computed up to seven decimal places, if necessary, as quoted on the
New York Stock Exchange, for the applicable trading days immediately preceding
the waiver investment date. The purchase price on any waiver investment date may
be reduced by the waiver discount, if any.
For any pricing period, we may establish a minimum purchase price per
share, referred to as the threshold price, applicable to optional cash payments
and initial investments made pursuant to a request for waiver. At least two
business days prior to the first day of the applicable pricing period, we will
decide whether to establish a threshold price, and if so, its amount. We will
notify the Plan Administrator as to the amount of the threshold price, if any.
We will make this determination at our discretion after a review of current
market conditions, the level of participation in the Plan and current and
projected capital needs.
If a threshold price is established for any pricing period, it will be
fixed as a dollar amount that the average of the high and low sale prices of our
common stock as quoted on the New York Stock Exchange for each trading day
during the applicable pricing period must equal or exceed (not adjusted for a
waiver discount, if any). In the event that the threshold price is not satisfied
for a trading day in the pricing period, then that trading day will be excluded
from the pricing period and all trading prices for that trading day will be
excluded from the determination of the purchase price. In addition, we will
exclude from the pricing period and from the determination of the purchase
price, any trading day in which no trades of common stock are made on the New
York Stock Exchange. Thus, for example, for a five-day pricing period, if the
threshold price is not satisfied or no trades of our common stock are reported
for one of the five trading days in the pricing period, then the purchase price
will be based on the remaining four trading days in which the threshold price is
satisfied.
In addition, a portion of each optional cash payment or initial investment
will be returned for each trading day of a pricing period in which the threshold
price is not satisfied or for each trading day in which no trades of our common
stock are reported on the New York Stock Exchange. The amount returned will be
equal to a pro rata portion of the amount of the optional cash payment or
initial investment (not just the amount in excess of $10,000) for each trading
day that the threshold price is not satisfied or in which no trades of our
common stock are reported. For example, for a five-day pricing period, if the
threshold price is not satisfied or no trades of our common stock are reported
for one of the five trading days in the pricing period, then 1/5 (or 20%) of the
optional cash payment or initial investment will be returned without interest.
The establishment of the threshold price and the possible return of a
portion of an optional cash payment or initial investment applies only to
optional cash payments and initial investments made pursuant to a request for
waiver. Setting a threshold price for a pricing period will not affect the
setting of a threshold price for a subsequent pricing period. We may waive our
right to set a threshold price for any pricing period. Neither we nor the Plan
Administrator is required to provide you with any written notice as to the
threshold price for any pricing period. You may contact the Plan Administrator's
Waiver Department at 201-680-5300 to find out if a threshold price has been
fixed or waived for any given pricing period.
For each pricing period, we may establish a discount from the market price
applicable to optional cash payments and initial investments made pursuant to a
request for waiver. This waiver discount, if any, will range from 0% to 5% of
the purchase price determined by the pricing period and may vary for each
pricing period. The waiver discount, if any, will be established at our sole
discretion after a review of current market conditions, the level of
participation in the Plan, the attractiveness of obtaining additional funds
through the sale of our common stock as compared to other sources of funds and
current and projected capital needs. You may obtain information regarding the
maximum waiver discount, if any, by contacting the Plan Administrator's Waiver
Department at 201-680-5300. Setting a waiver discount for a particular pricing
period will not affect the setting of a waiver discount for any subsequent
pricing period. The waiver discount, if any, will apply only to optional cash
payments and initial investments in excess of $10,000. The waiver discount will
apply to the entire optional cash payment or initial investment made pursuant to
a waiver and not just the portion in excess of $10,000.
We only will establish a threshold price or waiver discount for shares that
are purchased directly from us.
You may obtain a Request for Waiver Form and information about any discount
by contacting the Plan Administrator at 201-680-5300. Completed Request for
Waiver Forms should be faxed to the Plan Administrator at 201-680-4688, no later
than three business days prior to the applicable Waiver Investment Date.
Tracking Your Investment in the Plan
If you own 100 shares or more and you participate in dividend reinvestment,
the Plan Administrator mails you a quarterly statement showing all transaction
details for your account including year-to-date and other information. If you
own fewer than 100 shares and you elect to fully reinvest your dividends, the
Plan Administrator mails you an annual statement detailing all transactions for
the year. The Plan Administrator sends supplemental statements or notices when
you make an initial or optional cash purchase or a deposit, transfer, sale or
withdrawal of shares. If you do not participate in dividend reinvestment, you
receive a statement or notice confirming any transaction you make. An annual
statement of your holdings is sent even if there was no activity during the year
in your account.
You can also access your Plan account statement through Mellon Investor
Services' on-line program, MLinksm. Convenient and easy on-line access to your
shareowner communications is only a click away. Besides your Plan account
statements, you may access your 1099 tax documents, notification of ACH
transmissions, transaction advices, annual meeting materials and selected
correspondence on-line.
Enrollment is simple and quick. Logon to Investor ServiceDirect(R)to enjoy
the many benefits MLinksm offers, including:
o Faster delivery of important documents
o Electronic notification of account activity via email
o Secure access to your mailbox 24 hours a day, 7 days a week
o Convenience of managing your documents - view, print, download
Please visit www.melloninvestor.com/ISD for more information.
If the address on your account changes, please notify the Plan
Administrator either in writing or online by following the above instructions
and then clicking "Manage Account Info," then "Edit Account Address."
Remember to save your account statements, along with this Prospectus and
other pertinent tax information related to Home Properties Dividend Reinvestment
and Direct Stock Purchase Plan, to establish the cost basis of your common stock
purchased in the Plan.
Safekeeping Your Stock Certificates
Shares of Home Properties common stock that you purchase in the Plan are
maintained in your Plan account for safekeeping in book-entry form. You do not
receive a certificate for those shares unless you request one. You do receive a
periodic statement detailing the status of your holdings.
Any Home Properties shareholder may use the Plan's safekeeping service for
other Home Properties stock certificates. Safekeeping is beneficial since you do
not bear the risk and cost associated with the loss, theft, or destruction of
stock certificates. With safekeeping, you retain the option to receive cash
dividends or reinvest your dividends.
To deposit other Home Properties shares in the Plan's safekeeping service,
you may deposit your certificates for those shares free of charge with the Plan
Administrator. The Plan Administrator will provide mail loss insurance coverage
for certificates with a value not exceeding $100,000 in any one shipping package
that you mail to its address at Newport Office Center VII, 480 Washington
Boulevard, Jersey City, NJ 07310 by USPS registered mail or by overnight
courier.
Note: Mail loss insurance covers only the replacement of shares of stock
and in no way protects any loss resulting from fluctuations in the value of such
shares.
Contact the Plan Administrator for additional information about direct
registration of shares under the Plan, safekeeping of stock certificates and
accounts held through brokers.
Obtaining Stock Certificates
You can withdraw shares in certificate form from your Plan account without
charge by notifying the Plan Administrator. The Plan Administrator issues
certificates in the name registered on the account, unless you instruct the Plan
Administrator to issue them in another person's name or deliver a stock power to
the Plan Administrator with your instructions. In order for certificates to be
issued to another person, the signature on the stock power must be guaranteed by
a financial institution. This ensures that the individual signing a stock
certificate or stock power is in fact the registered owner named on the stock
certificate or stock power. Contact your bank or broker for more information
regarding this guarantee.
The Plan Administrator issues certificates for whole shares only. The Plan
Administrator mails a check for the value of the fractional shares to you.
Selling Shares in Your Plan Account
Sale requests will be processed and your shares will, subject to market
conditions and other factors, generally be sold within 24 hours of receipt of
your request. Mellon Investor Services cannot accept instructions to sell shares
on a specific day or at a specific price. The price per share will be the
average price per share of all Home Properties shares sold during such period by
our transfer agent for Plan participants and holders of book-entry shares. You
receive the proceeds of the sale less a flat service fee of $15 plus an
additional 12 cents per share. This fee is set by the Plan Administrator and is
subject to change. To authorize the sale of shares through our transfer agent,
you may either:
o Log on to your account at www.melloninvestor.com/ISD,
o Mail written instructions to Mellon Investor Services, or
o Call Mellon Investor Services at 888-245-0458, toll free.
Alternatively, you may choose to sell your shares through a stockbroker of
your choice, in which case you would have to request that the Plan Administrator
electronically transfer your shares to your stockbroker. You may also request a
certificate for your shares from the Plan Administrator for delivery to your
stockbroker prior to settlement of such sale.
Closing Your Plan Account
You may stop participating in the Plan at any time on-line through Investor
ServiceDirect, by notifying the Plan Administrator in writing or by completing
and returning the transaction stub of your most recent Plan account statement.
To stop automatic optional cash payments that are withdrawn from your bank
account, contact the Plan Administrator at least one week before the last
business day of the month.
When you close your account, you may receive:
o certificates for full shares in your account and cash for remaining
fractional shares,
o certificates for any portion of full shares and cash for remaining
full and fractional shares, or
o cash for all full and fractional shares.
Please note that all cash sale proceeds are less the service fee described
above.
Changes/Termination of the Plan
Home Properties reserves the right to amend or discontinue the Plan at any
time. The Plan Administrator will send you written notice of any significant
changes to the Plan.
If we discontinue the Plan, the Plan Administrator will return any unused
optional cash payments in your account.
Suspension/Termination of Your Participation
Home Properties also reserves the right to deny, suspend or terminate your
participation in the Plan if, in our sole discretion, we determine that you use
the Plan in a manner inconsistent with its intended purpose, such as excessive
activity through multiple accounts. If we exercise this right, the Plan
Administrator will notify you in writing and continue to safekeep your shares
but will not accept optional cash payments from you or reinvest your dividends.
The Plan Administrator can issue a certificate to you or transfer your shares
electronically only upon your written request.
Voting of Shares
For each shareholder meeting, you will receive proxy materials and a proxy
card representing shares you own in certificate form and/or for whole and
fractional shares owned in your Plan account. The proxy allows you to indicate
how you want your shares to be voted. Your shares are voted only as you
indicate. However, you must sign your proxy card or your shares will not be
voted. You may wait to vote or revote your shares in person at the shareholder
meeting.
Handling of Stock Splits, Stock Dividends and Other Distributions
If Home Properties declares a stock split or stock dividend, the Plan
Administrator will credit your Plan account with the appropriate number of
shares on the payment date.
In the event of a stock subscription or other offering of rights to
shareholders, you will be entitled to these rights based on the number of shares
in your account on the record date for these transactions.
Income Tax Information
Relating to Dividends and Trading Fees
A portion of your dividends, whether or not your dividends are reinvested,
is considered taxable income in the year you receive it, and a portion of your
dividends is considered return of capital. You will receive an annual statement
from the Plan Administrator indicating the amount of dividends reported as
taxable dividend income to the IRS on Form 1099.
Relating to Transfer of Shares
You do not realize a gain or loss for U.S. federal income tax purposes when
you transfer shares into the Plan or when you withdraw whole shares from the
Plan. You realize a gain or loss when you sell shares held in the Plan,
including cash received for fractional shares. You are required to report this
gain or loss on your federal income tax return.
Withholding Taxes
If you are a non-resident alien or a non-U.S. corporation, partnership, or
other entity, you are subject to a withholding tax on dividends earned on your
Plan shares. The Plan Administrator will withhold the required amount determined
according to U.S. Treasury regulations. This withholding amount will be
reflected in your Plan account.
Governing Law
Maryland law governs the terms and conditions of the Plan, the Enrollment
Form, the account statements, and other documents relating to the Plan.
PLAN OF DISTRIBUTION
Under the Plan, our common stock is either purchased directly from us or is
purchased by the Plan Administrator in open trading. Home Properties designates
the source of the shares but cannot change the source more than once every three
months and only if required by law or other valid reason.
Persons who acquire shares of our common stock through the Plan and resell
them shortly after acquiring them, including coverage of short positions, under
certain circumstances, may be participating in a distribution of securities that
would require compliance with Regulation M under the Securities Exchange Act of
1934, and may be considered to be underwriters within the meaning of the
Securities Act of 1933. We will not extend to any such person any rights or
privileges other than those to which he, she or it would be entitled as a
participant, nor will we enter into any agreement with any such person regarding
the resale or distribution by any such person of the shares of our common stock
so purchased. We may, however, accept optional cash payments and initial
investments made pursuant to requests for waiver by such persons.
From time to time, financial intermediaries, including brokers and dealers,
and other persons may engage in positioning transactions in order to benefit
from any discounts applicable to optional cash payments and initial investments
made under the Plan. Those transactions may cause fluctuations in the trading
volume of our common stock. Financial intermediaries and such other persons who
engage in positioning transactions may be deemed to be underwriters. We have no
arrangements or understandings, formal or informal, with any person relating to
the sale of shares of our common stock to be received under the Plan. We reserve
the right to modify, suspend or terminate participation in the Plan by otherwise
eligible persons to eliminate practices that are inconsistent with the purposes
of the Plan.
AVAILABLE INFORMATION
We must comply with the Securities and Exchange Act of 1934. Accordingly,
we file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, proxy statements or
other information we file at the SEC's public reference room at 100 F Street,
NE, Washington, D.C. 20549. You can request copies of these documents, upon
payment of a duplicating fee, by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information on its public reference room. You may
also access our SEC filings at the SEC's internet address (www.sec.gov) or Home
Properties' internet address (www.homeproperties.com). You can also review
copies of our SEC filings at the offices of the New York Stock Exchange, Inc.,
20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus is part of a registration statement that we filed with the
SEC to register the shares offered under the Plan. It does not repeat important
information that you can find in our registration statement, reports and other
documents that we file with the SEC. The SEC allows us to "incorporate by
reference" into this prospectus the information we file with them, which means
that we can disclose important information to you by referring you to those
documents. We incorporate by reference the documents listed below:
o Annual Report on Form 10-K for the year ended December 31, 2005 (filed
March 13, 2006).
o Quarterly Report on Form 10-Q for the quarters ended March 31, 2006
(filed May 8, 2006) and June 30, 2006 (filed August 8, 2006).
o Current Reports on Form 8-K filed January 6, 2006, March 27, 2006,
April 13, 2006, May 10, 2006, June 30, 2006 and September 19, 2006.
o Home Properties definitive proxy statement with regards to the 2006
Annual Meeting of Stockholders filed on March 29, 2006.
o The description of the common stock set forth in Home Properties'
Registration Statement on Form 8-A, dated June 8, 1994 and the
information incorporated by reference set forth in the Registration
Statement on Form S-11 (No. 33-78862), as amended, or a Prospectus
subsequently filed under the heading "Description of Capital Stock."
We also incorporate by reference the information in all other documents
that we file with the SEC under Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act of 1934 after the date of this prospectus. The information
contained in any such document will be considered part of this prospectus from
the date the document is filed.
If you would like to receive a copy of any document incorporated by
reference into this prospectus, you may request a copy of these filings, at no
cost, by writing or telephoning us at: Home Properties, Inc., Attention: Ann M.
McCormick, Secretary, 850 Clinton Square, Rochester, New York 14604; telephone
number (585) 546-4900.
EXPERTS
The financial statements, financial statement schedules and management's
assessment of the effectiveness of internal control over financial reporting
(which is included in Management's Report on Internal Control over Financial
Reporting) incorporated in this Prospectus by reference to the Current Report on
Form 8-K dated September 19, 2006 have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on the authority of said firm as experts in auditing and
accounting.
The audited historical financial statements of Peppertree Farm and Cinnamon
Run included in Home Properties Inc.'s Current Report on Form 8-K dated
April 13, 2006 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm,
given on the authority of said firm as experts in auditing and accounting.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon by Nixon
Peabody LLP, Rochester, New York. Certain partners of Nixon Peabody LLP own
shares of common stock equal to less than 1% of the equity of Home Properties on
a fully diluted basis.
Dividend Reinvestment and Direct Stock Purchase Plan
Plan Administrator: NYSE Ticker Symbol: HME
Mellon Bank, N.A.
P.O. Box 3338 Company Internet: www.homeproperties.com
South Hackensack, New Jersey 07606-1938 Address: Home Properties, Inc.
Phone: 888-245-0458 850 Clinton Square
e-mail: www.melloninvestor.com Rochester, New York 14604
Important Plan Dates:
---------------------
Dividends Paid and Reinvested Quarterly in February, May, August
and November
Optional Cash Purchase Investment Date At least once every five (5) business
days of each month
Optional Cash Payment Due Date No later than one (1) business day
preceding each Optional Cash
Purchase Investment Date
Automatic Bank Account Withdrawal The first day of each calendar month
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table is an itemized listing of estimated expenses to be
incurred by Home Properties in connection with the registration and distribution
of the shares of common stock being registered hereby:
SEC Registration Fee...................... $18,466
NYSE Listing Fee.......................... 14,400
Legal Fees and Expenses................... 1,500*
Accounting Fees and Expenses.............. 6,000*
Miscellaneous............................. 2,000*
-------
Total..................................... $42,366
*Estimate
Item 15. Indemnification of Directors and Officers
Our officers and directors are and will be indemnified under Maryland law,
our Articles of Incorporation and the Partnership Agreement ("Operating
Partnership Agreement") of Home Properties, L.P., a New York limited partnership
of which we are the general partner, against certain liabilities. The Articles
of Incorporation require us to indemnify our directors and officers to the
fullest extent permitted from time to time by the laws of Maryland. The Bylaws
contain provisions which implement the indemnification provisions of the
Articles of Incorporation.
The Maryland General Corporation Law ("MGCL") permits a corporation to
indemnify its directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that the act
or omission of the director or officer was material to the matter giving rise to
the proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty, or the director or officer actually received an improper
personal benefit in money, property or services, or in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful. No amendment of our Articles of Incorporation shall
limit or eliminate the right to indemnification provided with respect to acts or
omissions occurring prior to such amendment or repeal. Maryland law permits us
to provide indemnification to an officer to the same extent as a director,
although additional indemnification may be provided if such officer is not also
a director.
The MGCL permits the articles of incorporation of a Maryland corporation to
include a provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages, subject to specified
restrictions. The MGCL does not however, permit the liability of directors and
officers to the corporation or its stockholders to be limited to the extent that
(1) it is proved that the person actually received an improper benefit or profit
in money, property or services (to the extent such benefit or profit was
received) or (2) a judgment or other final adjudication adverse to such person
is entered in a proceeding based on a finding that the person's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. Our Articles of
Incorporation contain a provision consistent with the MGCL. No amendment of the
Articles of Incorporation shall limit or eliminate the limitation of liability
with respect to acts or omissions occurring prior to such amendment or repeal.
The Operating Partnership Agreement also provides for indemnification of us
and our officers and directors to the same extent indemnification is provided to
officers and directors of Home Properties in its Articles of Incorporation, and
limits the liability of us and our officers and directors to the Operating
Partnership and its partners to the same extent liability of officers and
directors of Home Properties to Home Properties and its stockholders is limited
under our Articles of Incorporation.
We have entered into indemnification agreements with each of our directors
and certain of our officers. The indemnification agreements require, among other
things, that we indemnify our directors and those officers to the fullest extent
permitted by law, and advance to the directors and officers all related
expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted. We also must indemnify and advance all
expenses incurred by directors and officers seeking to enforce their rights
under the indemnification agreements, and cover directors and officers under our
directors' and officers' liability insurance. Although the form of
indemnification agreement offers substantially the same scope of coverage
afforded by provisions in the Articles of Incorporation and the Bylaws and the
Operating Partnership Agreement of the Operating Partnership, it provides
greater assurance to directors and officers that indemnification will be
available, because, as a contract, it cannot be modified unilaterally in the
future by the Board of Directors or by the stockholders to eliminate the rights
it provides. We have purchased insurance under a policy that insures both us and
our officers and directors against exposure and liability normally insured
against under such policies, including exposure on the indemnities described
above.
Item 16. Exhibits
5.1 Opinion of Nixon Peabody LLP as to legality of Common Stock*
23.1 Consent of Nixon Peabody LLP (included as part of Exhibits 5.1)
23.2 Consent of PricewaterhouseCoopers LLP*
24 Power of Attorney (included on signature page)
* Included with this filing.
Item 17. Undertakings
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (i), (ii) and (iii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of this
Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
4. That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the
first contract of sale of securities in the offering described in
the prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date.
5. That, for the purpose of determining liability of a Registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned Registrant undertakes
that in a primary offering of securities of the undersigned Registrant
pursuant to this Registration Statement, regardless of the
underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any
of the following communications, the undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
Registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned Registrant or used or referred to
by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about an undersigned
Registrant or its securities provided by or on behalf of the
undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by
the undersigned Registrant to the purchaser.
That, for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rochester, New York, on September 20, 2006.
HOME PROPERTIES, INC.
By: /s/ Edward J. Pettinella
------------------------
Edward J. Pettinella
President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby severally constitutes and appoints Edward J. Pettinella,
David P. Gardner and Ann M. McCormick, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto such attorney-in-fact and agents, and each of them, full power and
authority to do and person each and every act and thing requisite or necessary
that he might do in person, hereby ratifying and confirming all that each said
attorneys-in-fact and agents of any of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Edward J. Pettinella Director, President, September 20, 2006
--------------------------- Chief Executive Officer
Edward J. Pettinella (Principal Executive Officer)
/s/ David P. Gardner Executive Vice President, September 20, 2006
--------------------------- Chief Financial Officer
David P. Gardner (Principal Financial Officer)
/s/ Robert J. Luken Senior Vice President, September 20, 2006
--------------------------- Chief Accounting Officer
Robert J. Luken (Principal Accounting Officer)
/s/ Norman P. Leenhouts Director September 20, 2006
---------------------------
Norman P. Leenhouts
/s/ Nelson B. Leenhouts Director September 20, 2006
---------------------------
Nelson B. Leenhouts
/s/ William Balderston, III Director September 20, 2006
---------------------------
William Balderston, III
/s/ Josh E. Fidler Director September 20, 2006
---------------------------
Josh E. Fidler
/s/ Alan L. Gosule Director September 20, 2006
---------------------------
Alan L. Gosule
/s/ Leonard F. Helbig, III Director September 20, 2006
---------------------------
Leonard F. Helbig, III
/s/ Roger W. Kober Director September 20, 2006
---------------------------
Roger W. Kober
/s/ Clifford W. Smith, Jr. Director September 20, 2006
---------------------------
Clifford W. Smith, Jr.
/s/ Paul L. Smith Director September 20, 2006
---------------------------
Paul L. Smith
/s/ Thomas S. Summer Director September 20, 2006
---------------------------
Thomas S. Summer
/s/ Amy L. Tait Director September 20, 2006
---------------------------
Amy L. Tait
EXHIBIT INDEX
Home Properties, Inc.
Registration Statement on Form S-3
Number Description Location
------ ----------- --------
5.1 Opinion of Nixon Peabody LLP regarding *
the legality of the Common
Stock being registered
23.1 Consent of Nixon Peabody LLP Included with Exhibit 5.1
23.2 Consent of PricewaterhouseCoopers LLP *
24 Power of Attorney Included on signature page
* Filed herewith.