SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported):
February 25, 2002
HOME PROPERTIES OF NEW YORK, INC.
----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-13136 16-1455126
-------- --------- ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
850 Clinton Square, Rochester, New York 14604
----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(585)546-4900
Not Applicable
----------------------------------------------------------------
(Former name or former address, if changed since last report.)
- 2 -
ITEM 5. OTHER EVENTS
On February 25, 2002, Home Properties of New York, Inc. ("Home
Properties" or "Registrant")and Home Properties of New York L.P. (the "Operating
Partnership") entered into an underwriting agreement with Salomon Smith Barney
Inc. (the "Underwriter") pursuant to which the Underwriter will purchase 398,230
shares of the common stock, par value $.01, of Home Properties (the "Common
Stock") at a price per share of $31.01, resulting in aggregate proceeds to Home
Properties of $12,349,112 before expenses payable by Home Properties which are
estimated to be $30,000. The Underwriter has informed Home Properties that it
intends to deposit the Common Stock, with the common stock of other entities,
into The Equity Focus Trusts-REIT Portfolio Series, 2002-A. A copy of the
Underwriting Agreement is attached as an exhibit hereto.
In addition, on February 25, 2002, Home Properties and the Operating
Partnership entered into a placement agency agreement with Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Merrill Lynch(the "Placement Agent")
pursuant to which the Placement Agent will use its reasonable best efforts to
place 306,372 shares of the Common Stock, at a price of $32.64 per share, with
the Cohen & Steers Quality Income Fund, Inc. In connection therewith, Home
Properties also entered into a purchase agreement with Cohen & Steers Quality
Income Fund, Inc. pursuant to which it will purchase such shares for an
aggregate purchase price of $9,999,982.08. Home Properties will pay to the
Placement Agent a fee of $512,499 under the placement agency agreement and
estimates its expenses in connection with this sale to be approximately $30,000.
Copies of the placement agency agreement and the purchase agreement are attached
as exhibits hereto.
On February 27, 2002, Home Properties filed with the Securities and
Exchange Commission prospectus supplements with respect to the transactions
described above, supplementing its prospectus, dated May 26, 1998, which forms a
portion of Home Properties Registration Statement on Form S-3 (No. 333-52601)
covering the Common Stock. The exhibits to this Current Report on Form 8-K are
filed as exhibits to such Registration Statement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial Statements of Businesses Acquired.
None
- 3 -
b. Pro Forma Financial Information.
None.
c. Exhibits
Exhibit 1 Underwriting Agreement, dated February 25, 2002, between Home
Properties, the Operating Partnership
and Salomon Smith Barney Inc.
Exhibit 5 Opinion of Nixon Peabody LLP as to the legality of the Common
Stock to be issued
Exhibit 10.1 Placement Agency Agreement, dated February 25, 2002, between
Home Properties, the Operating Partnership and Merrill Lynch,
Pierce, Fenner & Smith Incorporated
Exhibit 10.2 Purchase Agreement, dated February 25, 2002, between
Home Properties and Cohen & Steers Quality Income Fund, Inc.
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 thereunto duly authorized.
Dated: February 27, 2002
Home Properties of New York, Inc.
By: /s/ Ann M. McCormick
----------------------
Senior Vice President