SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HRPT PROPERTIES TRUST
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(Exact Name of Registrant as Specified in its Charter)
MARYLAND 04-6558834
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
400 CENTRE STREET
NEWTON, MASSACHUSETTS 02458
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. /X/
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. / /
Securities Act registration statement file number to which this form relates
333-56051 (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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8 3/4% SERIES B CUMULATIVE REDEEMABLE NEW YORK STOCK EXCHANGE
PREFERRED SHARES
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the 8 3/4% Series B Cumulative Redeemable Preferred Shares,
$.01 par value per share (the "Series B Preferred Shares"), of HRPT Properties
Trust (the "Registrant") is contained in the Prospectus dated June 15, 1998
(File No. 333-56051), as supplemented by the Prospectus Supplement dated
September 6, 2002 filed with the Securities and Exchange Commission pursuant to
Rule 424(b)(5) under the Securities Act of 1933, as amended. Such Prospectus, as
so supplemented, is incorporated herein by reference.
ITEM 2. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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1.1 Composite copy of the Third Amended and Restated Declaration of Trust
dated July 1, 1994, as amended to date, of the Registrant.
(INCORPORATED BY REFERENCE TO THE REGISTRANT'S CURRENT REPORT ON FORM
8-K DATED JULY 1, 1998)
1.2 Articles Supplementary dated November 4, 1994 to the Third Amendment
and Restatement of Declaration of Trust dated July 1, 1994 creating
the Junior Participating Preferred Shares. (INCORPORATED BY REFERENCE
TO THE REGISTRANT'S CURRENT REPORT ON FORM 8-K DATED MAY 27, 1998)
1.3 Articles Supplementary dated May 13, 1997 to the Third Amendment and
Restatement of Declaration of Trust dated July 1, 1994 increasing
the Junior Participating Preferred Shares. (INCORPORATED BY
REFERENCE TO THE REGISTRANT'S CURRENT REPORT ON FORM 8-K DATED
MAY 27, 1998)
1.4 Articles Supplementary dated May 22, 1998 to the Third Amendment and
Restatement of Declaration of Trust dated July 1, 1994 increasing
the Junior Participating Preferred Shares. (INCORPORATED BY
REFERENCE TO THE REGISTRANT'S CURRENT REPORT ON FORM 8-K DATED
MAY 27, 1998)
1.5 Articles Supplementary dated May 10, 2000 to the Third Amendment and
Restatement of Declaration of Trust dated July 1, 1994. (INCORPORATED
BY REFERENCE TO THE REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q DATED
MAY 12, 2000)
1.6 Articles Supplementary dated February 16, 2001 to the Third Amendment
and Restatement of Declaration of Trust dated July 1, 1994 relating
to the 9 7/8% Series A Cumulative Redeemable Preferred Shares.
(INCORPORATED BY REFERENCE TO THE REGISTRANT'S CURRENT REPORT ON
FORM 8-K DATED FEBRUARY 16, 2001)
1.7 Form of Articles Supplementary to the Third Amendment and
Restatement of Declaration of Trust dated July 1, 1994 relating to
the 8 3/4% Series B Cumulative Redeemable Preferred Shares.
(INCORPORATED BY REFERENCE TO THE REGISTRANT'S CURRENT REPORT ON
FORM 8-K DATED SEPTEMBER 6, 2002)
1.8 Form of Common Share Certificate. (INCORPORATED BY REFERENCE TO THE
COMPANY'S CURRENT REPORT ON FORM 8-K, DATED MARCH 11, 1999)
1.9 Amended and Restated By-Laws, as amended to date, of the Registrant.
(INCORPORATED BY REFERENCE TO THE REGISTRANT'S QUARTERLY REPORT ON
FORM 10-Q DATED MAY 12, 2000)
1.10 Form of temporary 9 7/8% Series A Cumulative Redeemable Preferred
Share Certificate. (INCORPORATED BY REFERENCE TO THE REGISTRANT'S
CURRENT REPORT ON FORM 8-K DATED FEBRUARY 16, 2001)
1.11 Form of temporary 8 3/4% Series B Cumulative Redeemable Preferred
Share Certificate. (INCORPORATED BY REFERENCE TO THE REGISTRANT'S
CURRENT REPORT ON FORM 8-K DATED SEPTEMBER 6, 2002)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
HRPT PROPERTIES TRUST
Date: September 6, 2002 BY: /S/ JOHN C. POPEO
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John C. Popeo
Treasurer and Chief Financial Officer