In connection with the securities offered from the registration statement (File
No. 333-141879) by means of this prospectus supplement, a filing fee of
$1,276.75, calculated in accordance with Rules 456(b) and 457(r), has been
applied from Registration Statement No. 333-52601 with respect to $41,578,948.80
aggregate offering price of the securities being registered (based on a per
common share price of $52.20 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 March 29, 2007.
Filed pursuant to Rule 424(b)(7)
Registration Statement No. 333-141879
Prospectus Supplement
To Prospectus Dated April 4, 2007
HOME PROPERTIES, INC.
796,704 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
3, 2007 (which we refer to as the prospectus).
Our operating partnership, Home Properties, L.P., issued 796,704 units of
limited partnership interest, or units, in three private transactions in partial
or full consideration for the acquisition by the operating partnership of
apartment communities on October 4, 2006, February 15, 2007, and March 28, 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 796,704 shares of our common stock issuable upon exchange of units by
the selling securities holders.
_________________________________
The date of this prospectus supplement is April 4, 2007
SELLING SECURITIES HOLDERS
In three transactions October 4, 2006, February 15, 2007, and March 28,
2007, the operating partnership issued and sold 796,704 units to the selling
securities holders in a private placement transaction in partial or full
consideration for the acquisition by the operating partnership of apartment
communities 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 April 2, 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 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 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.
Maximum Number
of Shares of
Number of Shares of Common Common Stock Number of Shares of Common
Stock Beneficially Owned Being Sold in Stock Beneficially Owned
Selling securities holder Prior to this Offering(1) this Offering After this Offering
------------------------- ------------------------- ------------- -------------------
Number Percent Number Percent
------ ------- ------ -------
James B. Adler Living Trust and Esthy Adler 5,562 * 5,562 0 *
Living Trust UA dated 7/25/83
David T. Askin, Successor Trustee UDT 1,033 * 1,033 0 *
dated 12/24/35 from Amalie W. Greif FBO
David L. Greif, II
Jonas Brodie 148,756 * 148,756 0 *
CPC, Inc. 22,418 * 22,418 0 *
Center Stage Asso. 1,854 * 1,854 0 *
Helen Coplan 1,033 * 1,033 0 *
Estate of Roger M. Dalsheimer 4,131 * 4,131 0 *
Manuel Dupkin, II 38,053 * 38,053 0 *
Jonathan D. Eisner and Peter C. Greif, 1,033 * 1,033 0 *
Successor Trustees of the 1941 Leonard
Greif Trust FBO Dr. Roger Greif
Herbert S. Garten, Successor Trustee UDT 2,065 * 2,065 0 *
dated 12/24/35 from Amalie W. Greif FBO
Irvin Greif, Jr.
Jerome and Barbara R. Ginsberg, Joint 1,033 * 1,033 0 *
Tenants with Right of Survivorship
Geoffrey and Maureen Greif, Trustees 172 * 172 0 *
Jennifer Greif share Leonard Greif 1941
Trust FBO Geoffrey Greif
Geoffrey and Maureen Greif, Trustees Alissa 172 * 172 0 *
Greif share Leonard Greif 1941 Trust FBO
Geoffrey Greif
Stephen and Maggie Greif, Trustees Jessica 172 * 172 0 *
Greif share Leonard Greif 1941 Trust FBO
Stephen Greif
Stephen and Maggie Greif, Trustees Jason 172 * 172 0 *
Greif share Leonard Greif 1941 Trust FBO
Stephen Greif
George B. Hess, Jr. and Shale D. Stiller, 1,033 * 1,033 0 *
Trustees UW G.B. Hess, Sr. FBO Diane H.
Pelham Burn
George B. Hess, Jr. 3,919 * 3,919 0 *
Stuart G. Israelson and Louis F. Friedman, 5,772 * 5,772 0 *
Co-Trustees The Max R. Israelson Family
Trust FBO Stuart G. Israelson
Stuart G. Israelson and Louis F. Friedman, 5,772 * 5,772 0 *
Co-Trustees The Max R. Israelson Family
Trust FBO Wendy I. Carroll
S. Kann Sons Co. 13,611 * 13,611 0 *
Douglas G. Lamm 516 * 516 0 *
Andrea Levine and Ian Elvins, Successor 1,403 * 1,403 0 *
Trustees for Diane M. Rothschild U/A
dated 8/5/68
Bruce A. Littman Trust u/a dated 6/12/91 2,887 * 2,887 0 *
Rita J. Lowenstein 1,033 * 1,033 0 *
Mercantile Safe Deposit E. and C. 1,033 * 1,033 0 *
Zamoiski, Jr. Trustees UDT 6/27/97 Adele
Levi
Anne D. Milch and Sandra P. Gohn, Trustees 1,549 * 1,549 0 *
Child's Appointive Trust B UW Roger
Dalsheimer FBO David Roger Dalsheimer
Anne D. Milch, Jonathan D. Eisner and 1,549 * 1,549 0 *
John T. Faulkingham, Trustees Child's
Appointive Trust B U/W Roger M.
Dalsheimer FBO Anne D. Milch
Marguerite M. Owens and John B. Owens, 7,839 * 7,839 0 *
Trustees U/A dtd 1/26/73 for John B. Owens
Babette H. Rosenberg Trust 1,033 * 1,033 0 *
Stanford Z. Rothschild, Jr. Trustee of 4,131 * 4,131 0 *
Residuary Trust of S.Z. Rothschild, Sr.
Stanford Z. Rothschild, Jr. Trustee 3,919 * 3,919 0 *
Curtis L. Lowell Jr. Settlor Trust U/I/D
6/12/90
Stanford Z. Rothschild, Jr. Trustee for 370 * 370 0 *
Ellen Rothschild U/A dated 8/5/68
Stanford Z. Rothschild, Jr. Trustee 556 * 556 0 *
William P. Stone III Irrevocable Trust
Stanford Z. Rothschild, Jr. Trustee 556 * 556 0 *
Daniel A.R. Stone Irrevocable Trust
Stanford Z. Rothschild, Jr. and Frederick 3,455 * 3,455 0 *
Steinmann, Trustees Randolph S.
Rothschild Trust U/W FBO Adrien Rothschild
Stanford Z. Rothschild, Jr. and Frederick 3,455 * 3,455 0 *
Steinmann, Trustees Randolph S.
Rothschild Trust U/W FBO Amalie R.
Rothschild
Carol and Sheldon Sandler, Trustees Jean 172 * 172 0 *
Sandler share Leonard Greif 1941 Trust
FBO Carol Sandler
Carol and Sheldon Sandler, Trustees 172 * 172 0 *
Jonathan Sandler share Leonard Greif 1941
Trust FBO Carol Sandler
Slade Inc. 43,392 * 43,392 0 *
Barbara G. and Harvey B. Steinman, Joint 1,033 * 1,033 0 *
Tenants with Right of Survivorship
Shale D. Stiller and George H. Dalsheimer, 3,098 * 3,098 0 *
Trustees U/D Simon Dalsheimer dated
4/21/32
Susan L. Temkin 516 * 516 0 *
Leonard Whitehouse 1,960 * 1,960 0 *
Trust under Indenture of Ben Solondz for 89,619 * 89,619 0 *
Benefit of Doris S. Casper
Trust under Indenture of Ben Solondz for 89,619 * 89,619 0 *
Benefit of Helen B. Shane
Philip J. Solondz Trust 59,746 * 59,746 0 *
Daniel Solondz 59,746 * 59,746 0 *
Julia S. Weinstein Living Trust 59,746 * 59,746 0 *
Richard N. Dubin and Elizabeth A. Dubin, 26,953 * 26,953 0 *
as tenants by the entireties
Louis M. Dubin 8,368 * 8,368 0 *
Robin Dubin Avram 8,368 * 8,368 0 *
Trust FBO Robert S. Mattie, Jr. 9,677 * 9,677 0 *
Trust FBO Thomas T. Mattie 9,677 * 9,677 0 *
Ann Lind-Mattie 4,839 * 4,839 0 *
Nancy M. Zirkin 26,953 * 26,953 0 *
_________________________
* Less than 1.0%
(1) Assumes exchange of all units held for shares of common stock.
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:
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.