In connection with the securities offered from the registration statement
(File No. 333-141879) by means of this prospectus supplement, a filing fee of
$302.52, calculated in accordance with Rules 456(b) and 457(r), has been paid
with respect to $9,854,045.81 aggregate offering price of the securities being
registered (based on a per common share price of $47.11) 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 July 31, 2007.
Filed pursuant to Rule 424(b)(7)
Registration Statement No. 333-141879
SUPPLEMENT No. 3, dated August 3, 2007 to
Prospectus Supplement, dated April 23, 2007
To Prospectus dated April 4, 2007
HOME PROPERTIES, INC.
209,171 Shares of Common Stock
_________________________________
This supplement no. 3 supplements and amends 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. 3 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. 3 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. 3 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. 3 supplements information contained in the prospectus.
This supplement no. 3 should be read in conjunction with the prospectus, and is
qualified by reference to the prospectus. This supplement no. 3 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. 3 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. 3 OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________________
The date of this supplement no. 3 is August 3, 2007
SELLING SECURITIES HOLDERS
The selling securities holders may from time to time offer and sell pursuant to
the prospectus and this Supplement No. 3 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 August 1, 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. 3 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.
The percentage of common stock beneficially owned by each selling
securities holder is based on 33,528,222 shares of common stock outstanding as
of June 30, 2007. 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.
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 of common Maximum number of shares that may Number of shares of common
stock beneficially owned be offered pursuant to this stock beneficially owned
Name and Address prior to the offering prospectus supplement after the offering
---------------- --------------------- --------------------- ------------------
S.A.C. Arbitrage Fund, LLC 48,270(1) 48,270(1) 0
c/o S.A.C. Capital Advisors, LLC
72Cummings Point Road
Stamford, CT 06902
WellsFargo and Company 160,901 160,901 0
550 California Street
14th Floor
San Francisco, CA 94104
(1) This is in addition to the 112,630 shares issuable upon exchange of $7
million of the notes held by S.A.C. Arbitrage Fund, LLC, which shares were
registered under prospectus supplement dated April 23, 2007