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): DECEMBER 2, 2002
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 incorporation) file number) identification number)
400 CENTRE STREET, NEWTON, MASSACHUSETTS 02458
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 617-332-3990
ITEM 5 - OTHER EVENTS.
On December 2, 2002, HRPT Properties Trust (the "Company") agreed to sell $200
million of its 6 1/2 % Notes Due 2013 (the "Notes") in a public offering. The
notes are expected to be issued on December 6, 2002, 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 expects to use the estimated net proceeds from this
offering of $197 million to repay outstanding amounts under its revolving credit
facility. The underwriters for the offering are Merrill Lynch & Co., Wachovia
Securities, Banc One Capital Markets, Inc., BNY Capital Markets, Inc., McDonald
Investments Inc., PNC Capital Markets, Inc., SunTrust Robinson Humphrey and
Wells Fargo Brokerage Services, LLC (the "Underwriters"). A prospectus
supplement relating to 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 is not
permitted.
THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES REFORM ACT OF 1995, INCLUDING THE COMPANY'S ISSUANCE OF THE
NOTES AND USES OF 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, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
1.1 Purchase Agreement dated as of December 2, 2002 between HRPT
Properties Trust and Merrill Lynch & Co., acting on behalf of
the Underwriters pertaining to $200,000,000 in aggregate
principal amount of 6 1/2 % Notes due 2013.
4.1 Form of Supplemental Indenture No. 11 dated as of December 6,
2002 between HRPT Properties Trust and State Street Bank and
Trust Company, including form of 6 1/2 % Notes due 2013.
8.1 Opinion of Sullivan & Worcester LLP re: tax matters.
23.1 Consent of Sullivan & Worcester LLP (contained in Exhibit
8.1).
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: December 3, 2002