UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE ~~SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of Earliest Event Reported): October 4, 2006 (October 3, 2006)~~1934

~~Heritage~~Date ~~Property~~of ~~Investment~~Report ~~Trust~~(Date of Earliest Event Reported): May 29, ~~Inc.~~2007 (May 25, 2007)

Centro Saturn MergerSub LLC

(Exact name of registrant as specified in its charter)

Maryland	001-31297	04-3474810
Delaware	001-31297	20-5657205
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)
131 Dartmouth Street Boston, Massachusetts		02116
580 West Germantown Pike, Suite 200 Plymouth Meeting, Pennsylvania 19462 (Address of Principal Executive Offices)
(Address of principal executive offices)		(Zip Code)
(610) 825-7100 (Registrant’s telephone number, including area code)
N/A (Former Name or Former Address, if Changed Since Last Report)

(617) 247-2200 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 82.~~01.~~04 ~~Other~~Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

On ~~October~~May 325, ~~2006~~2007, ~~Heritage~~Centro ~~Property~~Saturn ~~Investment Trust~~MergerSub LLC (“Centro Saturn”), ~~Inc~~a subsidiary of Centro Properties Group, elected to redeem all of the $150,000,000 principal amount of its 4.50% Notes due 2009 (~~NYSE:~~CUSIP ~~HTG~~number 42725MAD9) (the “~~Company~~2009 Notes”) ~~announced~~and ~~that~~the $200,000,000 principal amount of its ~~stockholders~~5.125% ~~have approved~~Notes ~~the~~due ~~merger~~2014 of(CUSIP number 42725MAB3) (the ~~Company~~“2014 ~~with~~Notes,” and ~~into~~together ~~Centro~~with ~~Saturn~~the ~~MergerSub~~2009 ~~LLC~~Notes, an ~~affiliate~~the “Notes”) by causing notices of ~~Centro~~redemption ~~Properties~~to ~~Group,~~be ~~and~~delivered to the ~~other~~Holders ~~transactions contemplated~~of by the ~~Agreement~~Notes. ~~and~~The ~~Plan~~Notes ofwill ~~Merger~~be redeemed on June 25, ~~dated~~2007 as(the of“Redemption ~~July~~Date”). 9,Centro ~~2006,~~Saturn ~~by and~~is ~~among~~the successor obligor with respect to the ~~Company~~Notes, ~~and~~which ~~affiliates~~were oforiginally ~~Centro~~issued ~~Properties~~by ~~Group~~Heritage Property Investment Trust, Inc.

AIn ~~copy~~accordance with the terms of the ~~Company’s~~Indentures ~~press~~governing ~~release~~each isof ~~attached~~the 2009 Notes and the 2014 Notes, the redemption price for the Notes that will be paid on the Redemption Date will be the sum of (a) the principal amount of the outstanding Notes, plus (b) accrued and unpaid interest to the Redemption Date, plus (c) the Applicable Premium (as ~~Exhibit 99~~ defined below).1 ~~hereto~~On the Redemption Date, the redemption price with respect to the Notes will become due and ispayable ~~incorporated~~upon ~~herein~~all bythe ~~reference~~Notes.

~~Item~~Section 93.~~01.~~07 ~~Financial~~of ~~Statements~~each Indenture defines Applicable Premium and ~~Exhibits.~~the related definition of Treasury Rate as follows:

“Applicable Premium” means, with respect to a Note at any Redemption Date, the excess of (da) ~~Exhibits~~ the present value at such Redemption Date of (i) the redemption price of such Note on the Maturity Date plus (ii) all required remaining scheduled interest payments due on such Note through the Maturity Date, computed using a discount rate equal to the Treasury Rate plus 20 basis points; over (b) the principal amount of such Note on such Redemption Date.

~~99.~~“Treasury Rate” means, with respect to a Redemption Date, the rate per year equal to: (1) ~~Press~~the ~~Release~~yield, ~~dated~~under ~~October~~the 3heading with represents the average for the immediately preceding week, ~~2006~~appearing ~~issued~~in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by ~~Heritage~~the ~~Property~~Board ~~Investment~~of ~~Trust~~Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” ~~Inc~~for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three months before or after the Remaining Life of the Notes to be redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line bases, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date.

2 SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CENTRO SATURN MERGERSUB LLC

Date: May 29, 2007	By: /s/ Steven Siegel
	Name: Steven Siegel
	Title: Officer

	HERITAGE PROPERTY
	INVESTMENT TRUST, INC.
	/s/ Thomas C. Prendergast
	Thomas C. Prendergast
	President and Chief Executive Officer
	/s/ David G. Gaw
	David G. Gaw
	Senior Vice President, Chief Financial
	Officer and Treasurer
Dated: October 3, 2006

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