In
connection with the securities offered from the registration statement (File
No. 333-141879) by means of this prospectus supplement, a filing fee of
$352.97, calculated in accordance with Rules 456(b) and 457(r), has been
paid with respect to $8,981,377.44 aggregate offering price of the securities
being registered (based on a per common share price of $49.47) estimated solely
for purposes of computing the registration fee on the basis of the average of
the high and low prices of the common shares as reported on the New York Stock
Exchange on July 14, 2008.
Filed
pursuant to Rule 424(b)(7)
Registration
Statement No. 333-141879
Prospectus
Supplement, dated July 15, 2008
To
Prospectus Dated April 4, 2007
HOME
PROPERTIES, INC.
181,552
Shares of Common Stock
_________________________________
This
prospectus supplement updates and supplements the prospectus of Home Properties,
Inc. (referred to as “Home Properties,” “we” or “us”), dated April 4, 2007
(which we refer to as the prospectus).
Our
operating partnership, Home Properties, L.P., issued 181,552 units of limited
partnership interest, or units, in a private transaction in partial or full
consideration for the acquisition by the operating partnership of an apartment
community on November 1, 2007. Each unit is exchangeable for the cash
or one share of our common stock, at our option. If we elect to issue
shares of our common stock in exchange for operating partnership units, the
recipients of such common stock, whom we refer to as the selling securities
holders, may use this prospectus supplement together with our prospectus to
resell from time to time the shares of our common stock. We have
contractually agreed to register the shares of common stock that we may issue to
them upon the exchange of their units. Our registration of the common
stock, or the listing of the selling securities holders in this prospectus
supplement, does not necessarily mean that the selling securities holders will
exchange their operating partnership units or offer or sell any of the common
stock in the near future. Each selling security holder has
contractually agreed that, for a period of one year following the acquisition by
the operating partnership of the apartment community formerly owned by such
selling securities holder, the selling securities holder will not exchange their
operating partnership units or sell any operating partnership units or common
stock for which such units may have been exchanged.
The
holders may from time to time offer and sell the common stock on the New York
Stock Exchange or otherwise and they may sell the common shares at market prices
or at negotiated prices. They may sell the common stock in ordinary
brokerage transactions, in block transactions, in privately negotiated
transactions, pursuant to Rule 144 under the Securities Act of 1933 or
otherwise. If the holders sell the common stock through brokers, they
expect to pay customary brokerage commissions and charges.
We will
not receive any of the proceeds when any selling securities holder sells any of
its common stock. However, we have agreed to pay expenses of the
registration.
This
prospectus supplements information contained in the prospectus. This
prospectus supplement should be read in conjunction with the prospectus, and is
qualified by reference to the prospectus. This prospectus supplement
is not complete without, and may only be delivered or utilized in connection
with, the prospectus, including any amendments or supplements
thereto. The prospectus and this prospectus supplement form a part of
a registration statement filed by us with the Securities and Exchange
Commission.
Our
common stock is listed on the New York Stock Exchange under the symbol
“HME.”
Investing
in our common stock involves various risks. See “Risk Factors”
beginning on page [1] of the prospectus.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
This prospectus supplement, together
with the prospectus, constitutes the offer of 181,552 shares of our common stock
issuable upon exchange of units by the selling securities holders.
_________________________________
The date
of this prospectus supplement is July 15, 2008
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SELLING
SECURITIES HOLDERS
In a transaction on November 1, 2007,
the operating partnership issued and sold 181,552 units to the selling
securities holders in a private placement transaction in partial or full
consideration for the acquisition by the operating partnership of an apartment
community owned by the selling securities holders. The selling
securities holders may from time to time offer and sell pursuant to this
prospectus supplement and the prospectus any and all of the shares of our common
stock issuable upon exchange of the units. Our registration of the
shares of common stock issuable upon conversion of the units does not
necessarily mean that the selling securities holders will sell all or any of the
shares of common stock underlying their units. In connection with the
acquisitions pursuant to which the units were issued, we agreed to register the
shares of common stock for resale by the holders.
The following table sets forth
information with respect to the selling securities holders and the units and
common stock beneficially owned by each selling securities holder that may be
offered from time to time by each selling securities holder pursuant to this
prospectus supplement and the prospectus. The information in the
table below is based on information provided by or on behalf of the selling
securities holders on or prior to July 14, 2008, and may change over
time. In particular, the selling securities holders identified below
may have sold, transferred or otherwise disposed of all or a portion of their
units since the date on which they provided to us information regarding their
holdings in transactions exempt from the registration requirements of the
Securities Act of 1933. The selling securities holders may offer all,
some or none of the common stock issuable upon exchange of the
units.
We have assumed for purposes of the
table below that the selling securities holders will exchange all of their units
into shares of common stock and sell all of such shares of common stock pursuant
to this prospectus supplement and the prospectus, and that any other shares of
our common stock beneficially owned by the selling securities holders will
continue to be beneficially owned.
The percentage of common stock
beneficially owned by each selling securities holder is based on 31,844,414
shares of common stock outstanding as of June 30, 2008.
To our knowledge, none of the selling
securities holders has, or within the past three years has had, any position,
office or other material relationship with us or any of our predecessors or
affiliates.
|
Selling securities
holder
|
Number
of Shares of Common Stock
Beneficially
Owned Prior to this
Offering(1)
|
Maximum
Number of Shares of Common Stock Being Sold in
this Offering
|
Number
of Shares of Common Stock
Beneficially Owned After this
Offering
|
||||||||||||||||
|
Number
|
Percent
|
Number
|
Percent
|
||||||||||||||||
|
Richard
N. Dubin and Elizabeth A. Dubin, as
tenants by the entireties
|
90,776
(2)
|
*
|
90,776
|
0
|
*
|
||||||||||||||
|
Nancy
M. Zirkin
|
90,776
(2)
|
*
|
90,776
|
0
|
*
|
||||||||||||||
________________________
* Less
than 1.0%
(1) Assumes
exchange of all units held for shares of common stock.
(2) These
shares are in addition to the 26,953 shares of common stock registered on
Prospectus Supplement dated April 4, 2007 to
Prospectus dated April 4,
2007.
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PLAN
OF DISTRIBUTION
Selling
securities holders may use this prospectus supplement and the prospectus in
connection with resales of the shares of common stock they receive upon exchange
of their operating partnership units. Selling securities holders may
be deemed to be underwriters in connection with the securities they resell and
any profits on the sales may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933, as amended. The selling
securities holders will receive all the proceeds from the sale of the
securities. We will not receive any proceeds from sales by selling
securities holders.
The
selling securities holders may sell the securities being offered, from time to
time:
• through
agents to the public or to investors;
• directly
to investors in market transactions or block sales; or
• through
a combination of any of these methods of sale.
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