In connection with the securities offered from the registration statement (File
No. 333-141879) by means of this prospectus supplement, a filing fee of $2,898,
calculated in accordance with Rules 456(b) and 457(r), has been applied from
Registration Statement No. 333-52601 with respect to $94,403,073 aggregate
offering price of the securities being registered (based on a per common stock
share price of $55.60) estimated solely for purposes of computing the
registration fee on the basis of the average of the high and low prices of the
common stock as reported on the New York Stock Exchange on April 20, 2007.
Filed pursuant to Rule 424(b)(7)
Registration Statement No. 333-141879
PROSPECTUS SUPPLEMENT
April 23, 2007
To Prospectus dated April 4, 2007
HOME PROPERTIES, INC.
1,697,897 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., in October, 2006, issued
$200 million of its 4.125% senior exchangeable notes due 2026. We guaranteed
those notes. Holders may exchange their notes into cash or a combination of cash
and common stock, at our option, at any time on or after October 1, 2026, but
prior to the close of business on the second business day immediately preceding
November 1, 2026, and also under the following circumstances: (i) if the closing
sale price of our common stock reaches a specified threshold over a specified
time period; (ii) if the notes have been called for redemption; or (iii) upon
the occurrence of certain other specified events. Upon an exchange of notes, the
operating partnership will deliver cash for the lesser of the exchange value and
the principal amount of the notes and, at our option, cash or shares of Home
Properties' common stock for the exchange value in excess of the principal
amount of the notes. The exchange value will be based on the exchange rate and
the then-trading price of the common shares. The initial exchange rate is
13.6357 shares of Home Properties' common stock per $1,000 principal amount of
notes (equivalent to an initial exchange price of approximately $73.34 per
common shares). The initial exchange rate is subject to adjustment in certain
circumstances. The number of shares registered under this prospectus supplement
assumes that the initial exchange rate has been adjusted to the maximum provided
for under the indenture pursuant to which the notes were issued($16.0901 shares
per $1,000). This prospectus supplement supplements the prospectus with respect
to the resale by the selling securities holders of the shares of common stock
which we may issue to the selling securities holders upon exchange of the notes.
The notes were sold to qualified institutional buyers in accordance with
Rule 144A under the Securities Act of 1933. The notes and the shares of common
stock have not been registered under the Securities Act of 1933, or any state
securities laws, and, unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from the registration requirements
of the Securities Act of 1933 and applicable state laws. Certain of the holders
of the notes have requested that we include shares of common stock which such
holders may acquire upon exchange of their notes for resale pursuant to this
prospectus supplement.
If the selling securities holders listed below receive common stock, they
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 if any selling securities holder
sells any of its common stock. However, we have agreed to pay expenses of the
registration. Our registration of the common stock and issuance of the
prospectus and this prospectus supplement with respect thereto does not
necessarily mean that the holders of the notes will exchange them or, if they do
exchange them, that the exchange value will exceed the principal amount of the
notes; that we will elect to pay any such excess with shares of common stock; or
that the selling securities holders will elect to sell any such shares.
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 1,697,897 shares of our common stock issuable upon exchange of notes by
the selling securities holders.
_________________________________
The date of this prospectus supplement is April 23, 2007
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 notes. Our registration
of the shares of common stock issuable upon exchange of the notes does not
necessarily mean that the holders of the notes will exchange them or, if they do
exchange them, that the exchange value will exceed the principal amount of the
notes; that we will elect to pay any such excess with shares of common stock; or
that the selling securities holders will elect to sell any such shares of common
stock they may receive upon an exchange. In connection with the offer and sale
of the notes, we agreed to register the shares of common stock for resale by the
holders. We will not receive any of the proceeds of any sale of our common stock
by any selling securities holder.
The following table sets forth information with respect to the selling
securities holders and the common stock 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 April 16, 2007,
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 notes since the date on which they provided the information to
us in transactions exempt from the registration requirements of the Securities
Act of 1933. No notes have been exchanged as of the date of this prospectus
supplement. We may determine not to issue shares of common stock in exchange for
notes tendered for exchange and, instead, pay the excess, if any, of the
exchange price over the principal amount of the exchanged notes in cash. The
selling securities holders may offer all, some or none of the common stock
issuable upon exchange of the notes.
We have assumed for purposes of the table below that the selling securities
holders will exchange all of their notes, that we will issue shares of common
stock for the excess of the exchange value over the principal amount of the
note, that the exchange value is the maximum provided for under the indenture
(16.0901 shares per $1,000), and that the selling securities holders will sell
all of such shares of common stock pursuant to this prospectus supplement and
the prospectus. We have also assumed that any other shares of our common stock
beneficially owned by the selling securities holders will continue to be
beneficially owned.
Based upon the information provided by the selling securities holders, none
of the selling securities holders named below would, upon issuance of the
maximum number of shares issuable upon exchange of the notes, holds in excess of
1% of our outstanding common stock. The percentage of common stock beneficially
owned by each selling securities holder is based on 33,198,569 shares of common
stock outstanding as of March 31, 2007.
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.
Number of shares Maximum number of Number of shares of
of common stock shares that may be common stock
beneficially owned offered pursuant to this beneficially owned
Name and Address prior to the offering prospectus supplement after the offering
---------------- --------------------- --------------------- ------------------
Black Diamond Convertible Offshore LDC 52,662 52,662 0
UBS (Cayman Islands) Ltd.
227 Elgin Avenue, Box 8526T
Grand Cayman, Cayman Islands KY1-1103
Black Diamond Offshore Ltd. 16,508 16,508 0
UBS (Cayman Islands) Ltd.
227 Elgin Avenue, Box 8526T
Grand Cayman, Cayman Islands KY1-1103
Calyon S/A 80,450 80,450 0
1301 Avenue of the Americas
New York, NY 10019
CNHCA Master Account, L.P. 96,540 96,540 0
Two Greenwich Plaza, 3rd Floor
Greenwich, CT 06830
CQS Convertible and Quantitative 136,765 136,765 0
Strategies Master Fund
c/o CQS (UK) LLP
33 Chester Street
London SW1X 7BL
United Kingdom
Credit Suisse Europe Ltd. 40,225 40,225 0
Asset Servicing
7200 Kit Creek Road
Research Triangle Park, NC 27709
Credit Suisse Securities (USA) LLC 48,270 48,270 0
Asset Servicing
7200 Kit Creek Road
Research Triangle Park, NC 27709
D. E. Shaw Valence Portfolios LLC 160,901 160,901 0
120 West 45th St., 39th Floor
New York, NY 10036
Double Black Diamond Offshore LDC 123,909 123,909 0
UBS (Cayman Islands) Ltd.
227 Elgin Avenue, Box 8526T
Grand Cayman, Cayman Islands KY1-1103
JPMorgan Securities, Inc. 96,540 96,540
500 Stanton Christiana Road
Newark, DE 19713
KBC Financial Products USA Inc. 130,732 130,732 0
140 E. 45th St.,
33rd Floor
New York, NY 10017
LDG Limited 5,679 5,679 0
Washington Mall - Phase I
Church Street, 4th Floor
Hamilton, HM 11
Bermuda
Marathon Global Convertible 349,959 349,959 0
Master Fund, Ltd.
461 5th Avenue
New York, NY 10017
Mohican VCA Master Fund, Ltd. 32,180 32,180 0
21 Railroad Ave, Suite 35
Cooperstown, NY 13306
RMF Umbrella SICAV 2,413 2,413 0
RMF Investment Management
Etzelstrasse 27
8808 Zurich, Switzerland
S.A.C. Arbitrage Fund, LLC 112,630 112,630 0
c/o S.A.C. Capital Advisors, LLC
72 Cummings Point Rd.
Stamford, CT 06902
Silvercreek II Limited 25,744 25,744 0
c/o Silvercreek Management Inc.
1670 Bayview Avenue, Suite 308
Toronto, ON
M4G 3C2
Silvercreek Limited Partnership 38,616 38,616 0
c/o Silvercreek Management Inc.
1670 Bayview Avenue, Suite 308
Toronto, ON M4G 3C2
TQA Master Fund, Ltd. 42,461 42,461 0
c/o TQA Investors, LLC
333 Ludlow Street, 1st Floor
Stamford, CT 06902
TQA Master Plus Fund, Ltd. 20,193 20,193 0
c/o TQA Investors, LLC
333 Ludlow Street, 1st Floor
Stamford, CT 06902
Vicis Capital Master Fund 16,090 16,090 0
c/o Vicis Capital LLC
126 E. 56th St., 7th Floor
New York, NY 10022
Wachovia Capital Markets LLC 56,315 56,315 0
201 S. College St.
Charlotte, NC 28288
Zurich Institutional Benchmarks 12,115 12,115 0
Master Fund, Ltd.
c/o TQA Investors, LLC
333 Ludlow Street, 1st Floor
Stamford, CT 06902
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 may
receive upon exchange of their 4.125% senior exchangeable notes due 2026.
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:
o through agents to the public or to investors;
o directly to investors in market transactions or block sales; or
o through a combination of any of these methods of sale.