UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Heritage Property Investment Trust Inc.
-----------------------------------------
(Name of Issuer)
Common
------------
(Title of Class of Securities)
42725M107
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(CUSIP Number)
Date of Event which Requires Filing of this Statement
December 31, 2005
Check the appropriate box to designate the rule pursuant to which the Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in prior coverage.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
SEC 1745 (12-02)
Page 1
Amendment No. 2 to SCHEDULE 13G
CUSIP No. 42725M107 Page 2 of 6 Pages
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Cohen & Steers, Inc. 14-1904657
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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3) SEC USE ONLY
-------------------------------------------------------------------------------
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER 5) SOLE VOTING POWER
OF 4,322,000
SHARES -------------------------------------------------------------
BENEFICIALLY 6) SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 7) SOLE DISPOSITIVE POWER
PERSON 4,387,000
WITH -------------------------------------------------------------
8) SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,387,000
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10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
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11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3%
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12) TYPE OF REPORTING PERSON
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Amendment No. 2 to SCHEDULE 13G
CUSIP No. 42725M107 Page 3 of 6 Pages
-------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Cohen & Steers Capital Management, Inc. 13-335336
-------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
-------------------------------------------------------------------------------
3) SEC USE ONLY
-------------------------------------------------------------------------------
4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
-------------------------------------------------------------------------------
NUMBER 5) SOLE VOTING POWER
OF 4,322,000
SHARES -------------------------------------------------------------
BENEFICIALLY 6) SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 7) SOLE DISPOSITIVE POWER
PERSON 4,387,000
WITH -------------------------------------------------------------
8) SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,387,000
-------------------------------------------------------------------------------
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
-------------------------------------------------------------------------------
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3%
-------------------------------------------------------------------------------
12) TYPE OF REPORTING PERSON
IA, CO
-------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Amendment No. 2 to SCHEDULE 13G Page 3 of 6 Pages
Item 1 (a) Name of Issuer
Heritage Property Investment Trust, Inc.
(b) Address of Issuer's Principal Executive Office
131 Dartmouth Street
Boston, MA 02116
Item 2 (a) Name of Person(s) Filing
Cohen & Steers, Inc.
Cohen & Steers Capital Management, Inc.
(b) Address of Principal Business Office:
The principal address of both entities is:
280 Park Avenue
10th Floor
New York, New York 10017
(c) Citizenship or Place of Orgainization:
Cohen & Steers, Inc.: Delaware
Cohen & Steers Capital Management, Inc.: New York
(d) Title of Class of Securities
Common
(e) CUSIP Number
42725M107
Item 3. If this statement is filed pursuant to Rule 13d-l(b), or
13d-2(b), check whether the person filing is a
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act
(e) [x] An investment advisor in accordance with Section
240.13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F)
(g) [x] A parent holding company or control person in accordance
with Section 240.13d-l(b)(1)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813)
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15U.S.C. 80a-3)
(j) [ ] Group, in accordance with Section 240.13d-1(b)(l)(ii)(J)
Page 3 of 6 Pages
Item 4. OWNERSHIP
(a) Amount of Shares Beneficially Owned as of December 30, 2005:
See row 9 on cover sheet
(b) Percent of Class:
See row 11 on cover sheet
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote:
See row 5 on cover sheet
(ii) shared power to vote or to direct the vote:
See row 6 on cover sheet
(iii) sole power to dispose or to direct the
disposition of:
See row 7 on cover sheet
(iv) shared power to dispose or to direct
the disposition of:
See row 8 on cover sheet
Item 5. OWNERSHIP OF 5% OR LESS OF CLASS:
Not Applicable
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following. []
Item 6 OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON:
Not Applicable
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
Cohen & Steers Capital Management, Inc., an investment advisor
registered under Section 203 of the Investment Advisers Act,
is a wholly-owned subsidiary of the parent company.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
See Item 3
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
Item 10 Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired in connection with or as a participant in any
transaction having that purpose or effect.
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.
Date: February 13, 2006
/s/Robert Steers
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Signature
Robert H. Steers, Co-Chairman and Co Chief Executive Officer
Cohen & Steers, Inc. and Cohen & Steers Capital Management, Inc.
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Name and Title
Page 6 of 6
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13G referred to
below) on behalf of each of them of a Statement on Schedule 13G including
amendments thereto) with respect to the common shares of Heritage Property
Investment Trust, Inc. and that this Agreement may be included as an Exhibit to
such joint filing. This Agreement may be executed in any number of counterparts,
all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
February 13, 2006.
COHEN & STEERS, INC.
/s/Robert Steers
By:-----------------------------------------
Name: Robert H. Steers
Title: Co-Chariman and Co-Chief
Executive Officer
COHEN & STEERS CAPITAL MANAGEMENT, INC.
/s/Robert Steers
By:----------------------------------------
Name: Robert H. Steers
Title: Co-Chairman and Co-Chief
Executive Officer