SC 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on January 3, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------
SCHEDULE 13D
(Amendment No. 12)
Under the Securities Exchange Act of 1934
HRE Properties
--------------
(Name of Issuer)
Common Shares, without par value
---------------------------
(Title of Class of Securities)
404265100
(CUSIP Number)
Milton Cooper
Kimco Realty Corporation
3333 New Hyde Park Road
New Hyde Park, NY 11042-0020
(516) 869-9000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Raymond Y. Lin, Esq.
Latham & Watkins
885 Third Avenue
New York, New York 90022-4802
November 22, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following box:
[ ]
Check the following box if a fee is being paid with the statement: / /
Page 1 of 11 Pages
Page 2 of 11
SCHEDULE 13D
CUSIP No. 404265100
1. Name of Reporting Person
Kimco Realty Corporation
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Maryland
7. Sole Voting Power
None
Number of
Shares 8. Shared Voting Power
Beneficially None
Owned By
Reporting 9. Sole Dispositive Power
Person None
With
10. Shared Dispositive Power
None
11. Aggregate Amount Beneficially Owned by Each Reporting Person
None
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
0.0%
14. Type of Reporting Person
CO
Page 3 of 11
SCHEDULE 13D
CUSIP No. 404265100
1. Name of Reporting Person
CLS General Partnership Corp.
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
None
Number of
Shares 8. Shared Voting Power
Beneficially None
Owned By
Reporting 9. Sole Dispositive Power
Person None
With
10. Shared Dispositive Power
None
11. Aggregate Amount Beneficially Owned by Each Reporting Person
None
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
0.0%
14. Type of Reporting Person
CO
Page 4 of 11
SCHEDULE 13D
CUSIP No. 404265100
1. Name of Reporting Person
Milton Cooper
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3. SEC Use Only
4. Source of Funds
OO, PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
U.S.A.
7. Sole Voting Power
3,250
Number of
Shares 8. Shared Voting Power
Beneficially None
Owned By
Reporting 9. Sole Dispositive Power
Person 3,250
With
10. Shared Dispositive Power
None
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,250
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
less than 0.1%
14. Type of Reporting Person
IN
Page 5 of 11
SCHEDULE 13D
CUSIP No. 404265100
1. Name of Reporting Person
Norman Orentreich
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
U.S.A.
7. Sole Voting Power
None
Number of
Shares 8. Shared Voting Power
Beneficially None
Owned By
Reporting 9. Sole Dispositive Power
Person None
With
10. Shared Dispositive Power
None
11. Aggregate Amount Beneficially Owned by Each Reporting Person
None
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
0.0%
14. Type of Reporting Person
IN
Page 6 of 11
SCHEDULE 13D
CUSIP No. 404265100
1. Name of Reporting Person
Orentreich Cooper Joint Venture
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
New York
7. Sole Voting Power
None
Number of
Shares 8. Shared Voting Power
Beneficially None
Owned By
Reporting 9. Sole Dispositive Power
Person None
With
10. Shared Dispositive Power
None
11. Aggregate Amount Beneficially Owned by Each Reporting Person
None
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
0.0%
14. Type of Reporting Person
PN
Page 7 of 11
SCHEDULE 13D
CUSIP No. 404265100
1. Name of Reporting Person
K.O. Associates
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
New York
7. Sole Voting Power
None
Number of
Shares 8. Shared Voting Power
Beneficially None
Owned By
Reporting 9. Sole Dispositive Power
Person None
With
10. Shared Dispositive Power
None
11. Aggregate Amount Beneficially Owned by Each Reporting Person
None
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
0.0%
14. Type of Reporting Person
PN
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The Schedule 13D, filed August 19, 1988 (the "Schedule 13D")
and last amended by Amendment No. 11 to the Schedule 13D, filed January 29,
1990, of The Kimco Corporation ("Kimco"), Kimco Realty Corporation ("KDC,"
formerly Kimco Development Corporation), CLS General Partnership Corp. ("CLS"),
K.O. Associates ("KOA"), Orentreich Cooper Joint Venture ("OC"), Milton Cooper,
and Norman Orentreich (collectively, the "Group Members"), relating to the
common shares, without par value (the "Common Shares"), issued by HRE Properties
(the "Trust"), is hereby amended by this Amendment No. 12 to the Schedule 13D as
follows:
Item 1. Security and Issuer.
This Amendment No. 12 to the Schedule 13D relates to the
Common Shares of the Trust.
Item 2. Identity and Background.
See previous filings.
Item 3. Source and Amount of Funds or other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Item 4 is supplemented by the addition of the following:
On November 22, 1996, Kimco transferred all of its Common
Shares to KDC, the parent corporation of Kimco.
On November 22, 1996, the Trust, the Group Members and Roslyn
Orentreich, wife of Norman Orentreich (whose shares may be deemed to be
beneficially owned by Norman Orentreich by reasons of the provisions of Rule
13d-3), entered into that certain Agreement of Limited Partnership of
Countryside Square Limited Partnership (the "Partnership Agreement"). Pursuant
to the Partnership Agreement, on November 22], 1996, the following numbers of
Common Shares were transferred to Countryside Square Limited Partnership, a
Delaware limited partnership, the general partner of which is the Trust: by KDC,
443,600 Common Shares; by CLS, 21,000 Common Shares; by KOA, 2,000 Common
Shares; by OC, 400 Common Shares; by Milton Cooper, 11,500 Common Shares; by
Norman Orentreich, 58,900 Common Shares; and by Roslyn Orentreich, 62,600 Common
Shares. Concurrent with such contributions, the Trust contributed to the
Partnership real property having an agreed-upon value of $13,000,000. A copy of
the Partnership Agreement is attached hereto as Exhibit 11, and is incorporated
herein by reference.
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Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Common Shares reported owned
by Milton Cooper herein is based on 5,347,287 shares outstanding, which is the
total number of Common Shares outstanding as of July 31, 1996, as reported in
the Trust's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31,
1996.
As of the close of business on November 22, 1996:
(b) Milton Cooper owns 3,250 Common Shares, constituting less
than 0.1% of the shares outstanding.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Pursuant to the Partnership Agreement, upon the earlier to
occur of a Liquidating Event (as defined in the Partnership Agreement) or
December 31, 2011, the Partnership will distribute the Common Shares held by the
Partnership to the Trust as provided in the Partnership Agreement. The
Partnership Agreement contains no provisions pursuant to which any Common Shares
would be sold, distributed or otherwise conveyed to any Group Member. A copy of
the Partnership Agreement is attached hereto as Exhibit 11, and is incorporated
herein by reference.
Item 7. Material to be filed as Exhibits.
Item 7 is hereby supplemented by the addition of the
following:
11. Agreement of Limited Partnership of Countryside Square
Limited Partnership.
Page 10 of 11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: December 31, 1996
/s/ Milton Cooper
-----------------------------------------------------
MILTON COOPER, individually and as attorney-in fact
for each of Kimco Realty Corporation, CLS General
Partnership Corp., K.O. Associates, Orentreich Cooper
Joint Venture, and Norman Orentreich
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EXHIBIT INDEX