hpprospectusno7.htm
In
connection with the securities offered from the registration statement (File
No. 333-141879) by means of this prospectus supplement, a filing fee of
$175.27, calculated in accordance with Rules 456(b) and 457(r), has been
paid with respect to $5,709,134.25 aggregate offering price of the securities
being registered (based on a per common share price of $47.31) 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 November 6, 2007.
Filed
pursuant to Rule 424(b)(7)
Registration
Statement No. 333-141879
SUPPLEMENT
No. 7, dated November 8, 2007 to
Prospectus
Supplement, dated April 23, 2007
To
Prospectus dated April 4, 2007
HOME
PROPERTIES, INC.
120,675
Shares of Common Stock
_________________________________
This
supplement no. 7 supplements and amends supplement no. 6, dated September 21,
2007, supplement no. 5, dated September 5, 2007, supplement no. 4, dated August
29, 2007, supplement no. 3, dated August 3, 2007, supplement no. 2 dated June
22, 2007, supplement no. 1, dated May 10, 2007, prospectus
supplement, dated April 23, 2007, and the Prospectus, dated April 4, 2007,
of
Home Properties, Inc. (which we refer to collectively as the
prospectus).
The
prospectus and this supplement no. 7 relate to the sale from time to time by
certain selling securities holders of common stock of Home Properties, Inc.
(referred to as “Home Properties,” “we” or “us”) which may be issued, at our
option, upon exchange of the 4.125% Senior Exchangeable Notes due 2026, issued
by our subsidiary Home Properties, L.P. and guaranteed by us. The notes may,
under certain circumstances, be exchanged 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
subject to adjustment in certain circumstances. The number of shares registered
under the prospectus and this supplement no. 7 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).
We
will
not receive any of the proceeds of any sale of our common stock by any selling
securities holder. Our registration of the common stock and issuance of the
prospectus and this supplement no. 7 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
supplement no. 7 supplements information contained in the prospectus. This
supplement no. 7 should be read in conjunction with the prospectus, and is
qualified by reference to the prospectus. This supplement no. 7 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 supplement no. 7 form a part of a registration statement filed by us with
the Securities and Exchange Commission.
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 SUPPLEMENT NO. 7 OR THE PROSPECTUS. ANY REPRESENTATION TO
THE
CONTRARY IS A CRIMINAL OFFENSE.
_________________________________
The
date
of this supplement no. 7 is November 8, 2007
SELLING
SECURITIES HOLDERS
The
selling securities holders may from time to time offer and sell pursuant to
the
prospectus and this supplement no. 7 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
information set forth in the following table is based upon information provided
by or on behalf of the named selling securities holders received on or prior
to
November 8, 2007, and supplements and amends the table set forth in the
prospectus under the heading “Selling Securities Holders.” The information set
forth below is subject to the qualifications and limitations set forth in the
prospectus, including that 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 per
$1,000), and that the selling securities holders will sell all of such shares
of
common stock pursuant to this supplement no. 7 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.
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.
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Maximum
number of
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Number
of shares
|
shares
that may
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Number
of shares
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of
common stock
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be
offered pursuant
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of
common stock
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beneficially
owned
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to
this
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beneficially
owned
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%
of shares
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Name
and Address
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prior
to the offering
|
prospectus
supplement
|
after
the offering
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outstanding(1)
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Polygon
Global Opportunities Master Fund
|
120,675
|
120,675
|
0
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*
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399
Park Avenue
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22nd
Floor
|
|
|
|
|
New
York, NY 10022
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*Less
than 1%
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(1)
The
percentage of common stock beneficially owned by each selling securities holder
is based on 33,359,392 shares of common stock outstanding as of September 30,
2007. It is also based on information provided by the selling
security holders and assumes issuance of the maximum number of shares issuable
upon exchange of the notes.