HEALTH & REHABILITATION PROPERTIES TRUST, S-3/A, 1994-04-04

HEALTH & REHABILITATION PROPERTIES TRUST
S-3/A, 1994-04-04
REAL ESTATE INVESTMENT TRUSTS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1994
REGISTRATION NO. 33-52875

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

AMENDMENT NO. 1
TO

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------

HEALTH AND REHABILITATION
PROPERTIES TRUST
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
MARYLAND
(State or other jurisdiction 04-6558834
of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>

400 CENTRE STREET, NEWTON, MASSACHUSETTS 02158
(617) 332-3990
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

MARK J. FINKELSTEIN
400 CENTRE STREET
NEWTON, MASSACHUSETTS 02158
(617) 332-3990
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

------------------------

Copies to:

<TABLE>
<S> <C>
LENA G. GOLDBERG, ESQ. HOWARD G. GODWIN JR., ESQ.
SULLIVAN & WORCESTER BROWN & WOOD
ONE POST OFFICE SQUARE ONE WORLD TRADE CENTER
BOSTON, MASSACHUSETTS 02109 NEW YORK, NEW YORK 10048
</TABLE>

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

As soon as practicable after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
reinvestment plans, please check the following box. / /

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus, one to be
used in connection with an offering in the United States and Canada (the "U.S.
Prospectus") and one to be used in a concurrent offering outside the United
States and Canada (the "International Prospectus"). The two prospectuses will be
identical in all respects, except for the front cover page, the section entitled
"Federal Income Tax and ERISA Considerations", the section entitled
"Underwriting" and the outside back cover page.

The form of the U.S. Prospectus is included herein and the form of the
front cover page, "Federal Income Tax and ERISA Considerations" section,
"Underwriting" section and outside back cover page of the International
Prospectus are included following the back cover page of the U.S. Prospectus as
pages X-1 through X-7.
<PAGE> 3

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS, DATED MARCH 29, 1994

PROSPECTUS
- -----------------
10,000,000 SHARES

HEALTH AND REHABILITATION PROPERTIES TRUST

COMMON SHARES OF BENEFICIAL INTEREST
------------------------

Health and Rehabilitation Properties Trust (the "Company" or "HRP") is a
real estate investment trust which invests primarily in retirement communities,
assisted living centers, nursing homes and other long term care facilities. On
March 25, 1994, the last reported sale price for the Shares on the New York
Stock Exchange was $15 7/8.

Of the 10,000,000 Shares offered by the Company, 8,500,000 Shares are being
offered in the United States and Canada by the U.S. Underwriters and 1,500,000
Shares are being offered in a concurrent offering outside the United States and
Canada by the International Managers (collectively, the "Offerings").
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share.................. $ $ $
- ------------------------------------------------------------------------------------------------
Total(3)................... $ $ $
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
<FN>
(1) The Company has agreed to indemnify the several U.S. Underwriters against
certain liabilities, including certain liabilities under the Securities Act
of 1933. See "Underwriting".

(2) Before deducting expenses payable by the Company estimated at $586,681.

(3) The Company has granted the U.S. Underwriters and the International Managers
an option, exercisable by the U.S. Representatives for 30 days from the date
of this Prospectus, to purchase up to 1,500,000 additional Shares solely to
cover over-allotments, if any. If such option is exercised in full, the
total Price to Public, Underwriting Discount and Proceeds to Company will be
$ , $ and $ , respectively. See "Underwriting".
</TABLE>
------------------------

The Shares offered hereby are offered by the several U.S. Underwriters,
subject to prior sale, when, as and if issued to and accepted by them and
subject to approval of certain legal matters by Brown & Wood, counsel for the
U.S. Underwriters, and to certain other conditions. The U.S. Underwriters
reserve the right to withdraw, cancel or modify such offer and to reject orders
in whole or in part. It is expected that delivery of the Shares offered hereby
will be made in New York, New York on or about April , 1994.
------------------------

MERRILL LYNCH & CO.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

PAINEWEBBER INCORPORATED

SMITH BARNEY SHEARSON INC.
------------------------

The date of this Prospectus is , 1994
<PAGE> 4

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C., a registration statement on Form S-3
(together with all exhibits, schedules and amendments thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Common Shares of Beneficial Interest (the "Shares") to be
offered by the Company. This Prospectus, which is a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement. For further information concerning the Company and the Shares offered
by the Company, reference is made to the Registration Statement. Copies of the
Registration Statement may be obtained from the Commission at its principal
office in Washington, D.C. upon payment of the prescribed fee.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Commission. Reports,
proxy statements and other information filed by the Company with the Commission
can be inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following regional offices of the Commission: Chicago
Regional Office, Suite 1400, 500 West Madison Street, Chicago, Illinois
60661-2511; and New York Regional Office, Seven World Trade Center, New York,
New York 10048. Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the Commission at its principal office at 450
Fifth Street, N.W., Washington, D.C. 20549. In addition, reports, proxy material
and other information concerning the Company may be inspected at the offices of
The New York Stock Exchange ("NYSE"), 20 Broad Street, New York, New York 10005.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents, which have been filed with the Commission pursuant
to the Exchange Act, are hereby incorporated in this Prospectus and specifically
made a part hereof by reference: (i) the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, as amended; and (ii) the Company's
Registration Statement on Form 8-A dated November 8, 1986, as amended by Form 8
dated July 30, 1991. The consolidated financial statements of Greenery
Rehabilitation Group, Inc. ("Greenery") at and for the fiscal year ended
September 30, 1993, are incorporated herein by reference from Greenery's Annual
Report on Form 10-K for the fiscal year ended September 30, 1993; the
consolidated financial statements of Horizon Healthcare Corporation ("Horizon")
at and for the periods ended May 31, 1993 and November 30, 1993, are
incorporated herein by reference from Horizon's Annual Report on Form
10-K/A - Amendment No. 3 for the fiscal year ended May 31, 1993, dated October
5, 1993, and Quarterly Report on Form 10-Q for the quarter ended November 30,
1993; the consolidated financial statements of GranCare, Inc. ("GranCare") at
and for the periods ended December 31, 1992 and September 30, 1993, are
incorporated herein by reference from GranCare's Annual Report on Form 10-K for
the year ended December 31, 1992 and Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993; and the consolidated financial statements of
Marriott International, Inc. ("Marriott") at and for the fiscal year ended
December 31, 1993 will be incorporated herein by reference from Marriott's
Annual Report on Form 10-K to be filed for the year ended December 31, 1993. All
documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Shares offered by the Company shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof
from the respective dates of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein, or in any other
subsequently filed document that also is or is deemed to be incorporated herein
by reference, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any and all of the information that has been incorporated by reference in
this Prospectus (excluding exhibits unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Requests for such copies should be made to the Company at its
principal executive offices, 400 Centre Street, Newton, Massachusetts 02158,
Attention: Investor Relations, telephone (617) 332-3990.

------------------------

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON SHARES
OF BENEFICIAL INTEREST OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE
NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

2
<PAGE> 5

SUMMARY

The following summary is qualified in its entirety by the detailed
information and financial statements appearing elsewhere or incorporated by
reference in this Prospectus. Unless otherwise noted, all references to, and
adjustments based upon, Shares offered hereby include all Shares offered
pursuant to the Offerings but exclude the Shares subject to the over-allotment
option. Unless otherwise noted, all information presented herein assumes
completion of the transaction described in "The Company -- Recent
Developments -- The Marriott Transaction".

THE COMPANY

The Company is a real estate investment trust ("REIT") which invests
primarily in retirement communities, assisted living centers, nursing homes and
other long term care facilities. The Company recently agreed to acquire 14
retirement communities (the "Marriott Properties") leased to and operated by a
subsidiary of Marriott International, Inc. (including its subsidiaries,
"Marriott") for $320 million (the "Marriott Transaction"). The Marriott
Properties will be acquired subject to the existing leases which are fully
guaranteed by Marriott. The Marriott Properties contain a total of 3,932
residences or beds and are located in seven states. Upon completion of the
Marriott Transaction: Marriott will be the Company's largest single tenant and
will operate 38% of the Company's investment portfolio of properties; the
Company will have gross real estate investments totalling $834 million, in 154
properties, located in 29 states and operated by 37 separate companies;
approximately 70% of the Company's total investments will be in properties
operated by seven NYSE listed companies; and 97% of the Company's investments
will be in retirement communities, assisted living centers, nursing homes and
other long term care facilities.

HRP LESSEES AND MORTGAGORS

[PIE CHART -- SEE APPENDIX TO ELECTRONIC FORMAT DOCUMENT]

Since commencing operations seven years ago in December 1986, the Company
has paid 28 consecutive quarterly dividends and has increased its quarterly
dividend eight times. The next regular quarterly dividend of $.33 per Share for
the period ending March 31, 1994, is expected to be declared in April 1994 and
paid in May 1994; purchasers of the Shares offered hereby who hold such Shares
as of the record date will receive that dividend.

HRP DIVIDEND GROWTH

[DIVIDEND CHART -- SEE APPENDIX TO ELECTRONIC FORMAT DOCUMENT]

3
<PAGE> 6

<TABLE>
THE OFFERINGS

<S> <C>
Shares to be offered
U.S. Offering......................... 8,500,000
International Offering................ 1,500,000
-----------
Total......................... 10,000,000
Shares to be outstanding after the
Offerings............................. 54,722,500
Use of Proceeds......................... To fund the Marriott Transaction or to repay
indebtedness and/or for working capital and other
general corporate purposes.
NYSE symbol............................. HRP
</TABLE>

<TABLE>
SUMMARY HISTORICAL AND ADJUSTED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<CAPTION>
YEAR ENDED DECEMBER 31, YEAR ENDED
-------------------------------------------------------- DECEMBER 31, 1993
1989 1990 1991 1992 1993 AS ADJUSTED(1)
-------- -------- -------- -------- -------- -----------------
<S> <C> <C> <C> <C> <C> <C>
OPERATING STATEMENT DATA:
Total revenues.............................. $ 23,233 $ 32,872 $ 43,835 $ 48,735 $ 56,485 $ 95,943
Net income.................................. 7,900 14,280 22,079 27,243 33,417(2) 55,185(2)
Cash flow available for distribution(3)..... 12,561 19,467 30,059 36,853 47,578 78,041
Dividends(4)................................ 13,137 18,927 27,179 33,079 44,869 --
Per Share:
Net income................................ .76 .89 1.01 1.02 .97(2) 1.01(2)
Cash flow available for distribution(3)... 1.20 1.21 1.38 1.38 1.38 1.43
Dividends(4).............................. 1.14 1.17 1.23 1.26 1.30 --
Average Shares outstanding.................. 10,425 16,088 21,834 26,760 34,407 54,723
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------------------------------- DECEMBER 31, 1993
1989 1990 1991 1992 1993 AS ADJUSTED(1)
-------- -------- -------- -------- -------- -----------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Real estate properties, net................. $144,347 $188,352 $262,557 $310,882 $349,842 $ 650,348
Real estate mortgages, net.................. 45,304 87,061 31,760 47,173 157,281 158,241
Total assets................................ 205,638 290,099 340,718 374,468 527,662 826,826
Total borrowings............................ 70,000 125,500 103,000 138,500 73,000 214,008
Total shareholders' equity.................. 131,851 147,760 234,427 228,301 441,135 603,791
<FN>
- ---------------
(1) Adjusted to give effect to the sale of the Shares offered pursuant to the
Offerings, the use of proceeds therefrom as set forth in "Use of Proceeds",
and the consummation of the Marriott Transaction. See "Unaudited Adjusted
Balance Sheet and Unaudited Adjusted Statement of Income".

(2) Includes, as an extraordinary item, the write-off of $4.3 million in
deferred finance charges (approximately $.13 per Share) resulting from
prepayment of debt with proceeds from the Company's Share offerings in 1993.

(3) Cash flow available for distribution is income before extraordinary item
plus depreciation and amortization and other non-cash items charged to
operations. Distributions in excess of net income generally constitute a
return of capital for income tax purposes.

(4) Amounts represent dividends declared with respect to the periods shown.
</TABLE>

4
<PAGE> 7

RECENT DEVELOPMENTS

The Marriott Transaction. On March 17, 1994, the Company agreed to acquire
14 retirement communities from affiliates of Host Marriott Corporation ("HMT")
for $320 million, subject to adjustment. The Marriott Properties are presently
leased to and operated by Marriott and will be acquired by the Company subject
to the existing leases. The Marriott Properties are located in the following
seven states: Florida - five; Virginia - three; Arizona - two; California - one;
Illinois - one; Maryland - one; and Texas - one. The retirement communities
offer a continuum of services including independent living residences, assisted
living and on-site skilled nursing facilities. The Marriott Properties contain a
total of 3,932 residences or beds and are triple net leased to Marriott for
initial terms expiring on December 31, 2013, with renewal options extending for
an additional 20 years. The leases provide for fixed rent aggregating
approximately $28 million per year and additional rentals equal to 4.5% of
annual revenues from operations in excess of base amounts determined on a
facility by facility basis. All of the leases are subject to cross default
provisions. In addition to the 14 retirement communities to be acquired by the
Company, the Company and HMT have agreed to negotiate for the possible
assumption by the Company of HMT's obligations to invest in additional
retirement and skilled nursing facility projects to be operated by Marriott;
however, there are presently no agreements or understandings concerning
assumption of the obligations relating to any specific projects. Upon completion
of the Marriott Transaction, Marriott will become the Company's largest single
tenant.

Management believes that the Marriott Transaction will materially improve
the diversity, security and growth potential of the Company's investment
portfolio for the following reasons:

-- Approximately 38% of the Company's total investments will be in
properties leased to Marriott under 20 year triple net, non-cancellable
leases;

-- Marriott has fully guaranteed the leases;

-- Marriott is a public company with annual revenues of approximately $8
billion, whose senior unsecured debt obligations are rated A- by
Standard and Poor's Corporation and Baa-1 by Moody's Investors Service,
Inc.;

-- The Company anticipates that it will receive significant and increasing
percentage rents under the leases beginning in 1994 and continuing
throughout the lease term; the leases contain no cap or other limitation
on the amounts of percentage rents;

-- Over 85% of Marriott's revenues from the Marriott Properties have been
derived from private as opposed to governmental sources making such
revenues less susceptible to the uncertainties of governmental funding
and cost containment efforts;

-- The Marriott Properties have attracted strong occupancies and those open
more than one year average in excess of 90% occupancy;

-- Ten of the 14 Marriott Properties have been constructed and opened in
the past four years and the Company believes these properties represent
state of the art in construction quality;

-- The Company's investment portfolio will be increased from approximately
$514 million to approximately $834 million;

-- After completion of the Marriott Transaction, approximately 81% of the
Company's investments will be in equity ownership of properties and 19%
will be in mortgages;

-- Upon completion of the Marriott Transaction, approximately 70% of the
Company's investment portfolio will be in properties leased to or
operated by seven NYSE listed companies; the balance of the Company's
investment portfolio is leased to or operated by a diverse group of 30
separate private companies.

The Marriott Transaction is subject to conditions and contingencies
customary in transactions of this type, including health care and other
regulatory approvals, and although no assurance can be given that the Marriott
Transaction will be consummated, the Company expects the Marriott Transaction to
close in June 1994. The Company intends to fund the Marriott Transaction with
the net proceeds of the Offerings, available

5
<PAGE> 8

cash, funds available to be drawn under credit facilities, and proceeds of
future debt financing. See "Recent Developments -- New Revolving Credit
Facility". To provide for the contingency that the Marriott Transaction may
close prior to completion of the Offerings or the availability of other
permanent funding, the Company has had discussions with Merrill Lynch Mortgage
Capital, Inc. ("MLMCI") and others to provide an interim credit facility (the
"MLMCI Facility") to fund the acquisition of the Marriott Properties. No
assurance can be given that these discussions will result in an agreement to
provide interim funding or that the required funding will be available in a
timely manner to the Company from other sources.

New Revolving Credit Facility. In February 1994, the Company closed a new
$110 million revolving credit facility from a syndicate of banks (the "New
Credit Facility"). The New Credit Facility replaced the Company's $40 million
revolving credit facility which was scheduled to mature in January 1995. The New
Credit Facility will mature in 1997, unless extended by the parties. Borrowings
under the New Credit Facility bear interest, at the Company's option, at prime
or a spread over LIBOR. The Company intends to draw on the New Credit Facility
to repay the Company's $33 million term loan and is presently discussing with
its lenders amendments to the New Credit Facility which would increase the
amount available thereunder, to lower the interest rate charged on borrowings
and otherwise to change certain terms. No assurance can be given that these
discussions will result in any changes in the New Credit Facility.

Other Pending Transactions. In the ordinary course of its business, the
Company regularly evaluates investment opportunities and enters into contracts
to purchase and lease or mortgage finance health care related real estate.
Several such possible investments are currently under consideration and at
various stages of the contractual process. Similarly, since January 1, 1994, the
Company has received principal prepayments of outstanding mortgages totalling
approximately $9.6 million and the Company is now engaged in negotiations
regarding the sale of two properties subject to leases scheduled to expire
during 1994. The Company does not believe that consummation of any one or all of
these various pending transactions would have a material impact upon its
financial condition or operations.

6
<PAGE> 9

THE COMPANY

HRP invests in retirement communities, assisted living centers, nursing
homes and other income producing health care related real estate. The Company, a
Maryland real estate investment trust, commenced operations in December 1986.
The Company's principal executive offices are located at 400 Centre Street,
Newton, Massachusetts 02158, and its telephone number is (617) 332-3990.

At March 28, 1994, including the Marriott Transaction, the Company had
total real estate investments of approximately $834 million in 154 properties
("Properties") located in 29 states operated by 37 separate companies.

<TABLE>
LOCATION OF HRP PROPERTIES
(DOLLARS IN THOUSANDS)

[MAP -- SEE APPENDIX TO ELECTRONIC FORMAT DOCUMENT]

<CAPTION>
NO. OF TOTAL NO. OF TOTAL
STATE PROPERTIES INVESTMENT STATE PROPERTIES INVESTMENT
- ------------------------- ---------- ---------- ------------------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Alabama.................. 2 $ 3,601 Michigan................. 2 $ 9,400
Arizona.................. 5 25,377 Missouri................. 2 3,178
California............... 16 80,082 Nebraska................. 12 16,925
Colorado................. 10 32,990 North Carolina .......... 9 20,761
Connecticut.............. 9 83,802 Ohio..................... 9 27,259
Florida.................. 6 116,560 Pennsylvania............. 2 18,490
Georgia.................. 5 8,053 South Carolina .......... 1 886
Illinois................. 2 21,233 South Dakota............. 3 7,589
Indiana.................. 7 19,965 Tennessee................ 1 1,077
Iowa..................... 10 14,175 Texas.................... 8 21,000
Kansas................... 4 8,521 Virginia................. 3 67,336
Kentucky................. 2 19,735 Washington............... 1 5,125
Louisiana................ 5 32,403 Wisconsin................ 9 33,260
Maryland................. 1 46,928 Wyoming.................. 3 6,459
--- ----------
Massachusetts............ 5 82,058 154 $ 834,228
=== =========
</TABLE>

7
<PAGE> 10

DISTRIBUTIONS

The Company has paid 28 consecutive quarterly dividends since its initial
public offering in December 1986. Dividends for 1987, 1988, 1989, 1990, 1991,
1992 and 1993 totalled $1.06, $1.12, $1.14, $1.17, $1.23, $1.26 and $1.30,
respectively. The next regular quarterly dividend of $.33 per Share for the
period ending March 31, 1994 will be declared in April 1994 and paid in May
1994; purchasers of the Shares offered hereby who hold such Shares as of the
record date will receive that dividend.

The Company intends to continue to declare and pay future dividends on a
quarterly basis, but may, from time to time, declare and pay special dividends.
There can be no assurance that the Company will be able to increase its
quarterly dividend or maintain it at the current level. Payment of dividends by
the Company is subject to continued compliance with certain restrictions
contained in the Company's loan agreements. In the past, the Company's dividends
have been based upon operating cash flow, which has exceeded earnings.
Management expects that the Company will continue to pay dividends based upon
operating cash flow and that such dividends may exceed earnings. Accordingly,
the Company expects a portion of the Company's dividends may be considered a
return of capital which may not be subject to income tax until the Shares are
sold. See "Federal Income Tax and ERISA Considerations". Information about
dividends on a quarterly basis is summarized in the following table:

<TABLE>
HRP DIVIDENDS PER SHARE(1)

<CAPTION>
1987 1988 1989 1990 1991 1992 1993
----- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
First Quarter........................... $.275(2) $.28 $.28 $.29 $.30 $.31 $.32
Second Quarter.......................... .26 .28 .28 .29 .31 .31 .32
Third Quarter........................... .27 .28 .29 .29 .31 .32 .33
Fourth Quarter.......................... .28 .28 .29 .30 .31 .32 .33
- ---------------
<FN>
(1) Amounts represent dividends declared with respect to the periods shown.

(2) Includes $.025 for the period from December 23, 1986 (commencement of the
Company's operations) through December 31, 1986.

</TABLE>

8
<PAGE> 11

CAPITALIZATION

<TABLE>
The capitalization of the Company as of December 31, 1993 and as adjusted
to give effect to the consummation of the Marriott Transaction and the
completion of the Offerings and the use of the net proceeds therefrom, is as
follows (see "Unaudited Adjusted Balance Sheet"):

<CAPTION>
DECEMBER 31, 1993
-------------------------
ACTUAL AS ADJUSTED
--------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Borrowings........................................................... $ 73,000 $ 214,008
Shareholders' equity:
Preferred Shares of Beneficial Interest, par value $.01 per Share;
50,000,000 authorized, none issued.............................. -- --
Common Shares of Beneficial Interest, par value $.01 per Share;
100,000,000 Shares authorized; 44,121,000 Shares and 54,722,500
Shares, as adjusted, issued and outstanding..................... 441 547
Additional paid-in capital......................................... 470,572 627,889
Cumulative net income.............................................. 118,889 124,122
Distributions of cash flow available from operations............... (148,767) (148,767)
--------- ----------
Total shareholders' equity................................. 441,135 603,791
--------- ----------
Total capitalization....................................... $ 514,135 $ 817,799
========= ==========
</TABLE>

USE OF PROCEEDS

The net proceeds to the Company from the Offerings are estimated to be
approximately $ million ($ million if the over-allotment
option is exercised in full). If the Offerings are completed prior to the
closing of the Marriott Transaction, net proceeds of the Offerings will be used
to fund the Marriott Transaction. If the Marriott Transaction is consummated
prior to completion of the Offerings and the Company utilizes borrowings to fund
the Marriott Transaction, net proceeds of the Offerings will be used to repay
amounts outstanding under such borrowings, and/or to reduce amounts outstanding
under the Company's credit facilities or for working capital and other general
corporate purposes. In the event that the Marriott Transaction is not
consummated by the Company, net proceeds of the Offerings will be used to reduce
amounts outstanding under the New Credit Facility or for working capital or
other general corporate purposes.

As described in "The Company -- Recent Developments", the Company is
presently negotiating the MLMCI Facility. In the event that funds are drawn
under the MLMCI Facility, interest on such borrowings is expected to be based on
LIBOR plus a premium. Of the amounts outstanding under the New Credit Facility,
$40 million was borrowed to repay all amounts outstanding under the Company's
prior revolving credit facility and it is expected that $33 million will be
borrowed to repay the amounts outstanding under the Company's term loan. Amounts
outstanding under the New Credit Facility are due in 1997. The weighted average
interest rate on outstanding debt which may be repaid with proceeds of the
Offerings will be approximately 5.5%.

Pending utilization as set forth above, the proceeds from the Offerings
will be invested in short term investments, including repurchase agreements.
Such investments may not be investment grade.

9
<PAGE> 12

INVESTMENT AND FINANCING POLICY

The population of the United States is aging. According to information from
the U.S. Census Bureau, the segment of the U.S. population age 65 and over is
increasing and will increase sharply through the year 2020. The Company believes
that the demand for services provided at retirement communities, assisted living
centers and nursing homes should increase as the population ages. Moreover,
during the past ten years the intensity of medical services offered in nursing
homes has become an important factor increasing nursing facility revenues and
the value of facilities. Recently proposed federal healthcare reform legislation
seeks, in part, to control future expenditures for acute care hospitals by
providing increased funding for subacute care in nursing homes. For these
reasons the Company has focused its investments in retirement communities,
assisted living centers and nursing homes. Although the Company has and will in
the future invest in other types of health care real estate, the Company expects
to continue its focus on retirement communities, assisted living centers and
nursing homes.

The Company considers equity offerings when, in the Company's judgment,
doing so will improve the Company's capital structure, while not materially
adversely affecting the market value of its Shares or impeding the Company's
ability to increase regularly its per Share dividend rate. In addition to the
use of equity, the Company utilizes short term and long term borrowings to
finance investments and to pay operating expenses. When variable rate debt is
utilized the Company regularly purchases interest rate futures contracts to
hedge against changes in interest rates. At March 28, 1994, the Company had
outstanding term and revolving debt totalling $73 million. After this offering
and assuming the use of proceeds from this offering and additional debt to fund
the consummation of the Marriott Transaction, the Company's total debt
outstanding will be approximately $214 million. The Company's borrowing
guidelines established in the New Credit Facility and by its Board of Trustees
prohibit the Company from maintaining a debt to equity ratio of greater than 1
to 1, except in certain limited circumstances. As of March 28, 1994, the
Company's debt to equity ratio was .16 to 1. After this offering and assuming
the use of proceeds described herein and consummation of the Marriott
Transaction, the Company's debt to equity ratio on a pro forma basis will be
approximately .35 to 1. The present debt to equity limitations may be changed in
the future. There can be no assurance that equity or debt capital will be
available in the future on reasonable terms to fund the Company's operations or
growth.

<TABLE>
HRP CAPITAL STRUCTURE

<S> <C>
BEFORE SALE OF SHARES AFTER SALE OF SHARES
AND MARRIOTT TRANSACTION AND MARRIOTT TRANSACTION
</TABLE>

[PIE CHARTS-see appendix to electronic format document.]

10
<PAGE> 13

<TABLE>
SELECTED FINANCIAL DATA

Set forth below are selected financial data for the Company for the periods
and dates indicated which have been derived from audited and unaudited financial
statements. This data should be read in conjunction with, and is qualified in
its entirety by reference to, the financial statements and accompanying notes
incorporated by reference in this Prospectus and with Management's Discussion
and Analysis of Financial Condition and Results of Operations in the Annual
Report on Form 10-K for the Company incorporated by reference in this
Prospectus. Amounts are in thousands, except per Share information.

<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------
1989 1990 1991 1992 1993
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
OPERATING STATEMENT DATA:
Total revenues...................... $ 23,233 $ 32,872 $ 43,835 $ 48,735 $ 56,485
Income before extraordinary item.... 7,900 14,280 22,079 27,243 37,738
Net income.......................... 7,900 14,280 22,079 27,243 33,417(1)
Cash flow available for
distribution(2)................... 12,561 19,467 30,059 36,853 47,578
Dividends(3)........................ 13,137 18,927 27,179 33,079 44,869
Per Share:
Income before extraordinary
item........................... $ .76 $ .89 $ 1.01 $ 1.02 $ 1.10
Net income........................ .76 .89 1.01 1.02 .97(1)
Cash flow available for
distribution(2)................ 1.20 1.21 1.38 1.38 1.38
Dividends(3)...................... 1.14 1.17 1.23 1.26 1.30
Average Shares outstanding.......... 10,425 16,088 21,834 26,760 34,407
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------------------------------
1989 1990 1991 1992 1993
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Real estate properties, net......... $144,347 $188,352 $262,557 $310,882 $349,842
Real estate mortgages, net.......... 45,304 87,061 31,760 47,173 157,281
Total assets........................ 205,638 290,099 340,718 374,468 527,662
Total borrowings.................... 70,000 125,500 103,000 138,500 73,000
Total shareholders' equity.......... 131,851 147,760 234,427 228,301 441,135
</TABLE>

<TABLE>
<CAPTION>
1993
-----------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- --------
<S> <C> <C> <C> <C>
SUPPLEMENTAL DATA:
Total revenues................................ $ 12,650 $ 13,763 $ 14,727 $ 15,345
Income before extraordinary item.............. 8,409 9,536 9,739 10,054
Net income(1)................................. 5,017 9,536 9,739 9,125
Cash flow available for distribution(2)....... 10,737 11,895 12,187 12,759
Dividends(3).................................. 10,804 11,236 11,239 11,590
Per Share:
Income before extraordinary item............ $ .27 $ .27 $ .28 $ .28
Net income(1)................................. .16 .27 .28 .26
Cash flow available for distribution(2)....... .34 .34 .35 .36
Dividends(3).................................. .32 .32 .33 .33
Average Shares outstanding.................... 31,731 35,114 35,121 35,610
<FN>
- ---------------
(1) Includes, as an extraordinary item, the write-off of $4.3 million in
deferred finance charges (approximately $.13 per Share) resulting from
prepayment of debt with proceeds from the Share offerings in 1993.

(2) Cash flow available for distribution is income before extraordinary item
plus depreciation and amortization and other non-cash items charged to
operations. Distributions in excess of net income generally constitute a
return of capital for income tax purposes.

(3) Amounts represent dividends declared with respect to the periods shown.
</TABLE>

11
<PAGE> 14

PROPERTIES

After the Marriott Transaction the Company will have gross real estate
investments totalling $834 million, in 154 Properties, located in 29 states and
operated by 37 separate companies. Ninety-seven percent of the Company's
investments will be in 152 retirement communities, assisted living centers,
nursing homes and other long term care facilities. Approximately 81% of the
investments are in Properties owned by the Company and leased to operators.

TYPE OF PROPERTIES TYPE OF INVESTMENTS

[PIE CHARTS -- See appendix to electronic format document]

12
<PAGE> 15

THE LESSEES AND THE MORTGAGORS

The Company's financial condition depends in large part upon the financial
condition of the operators of the Company's Properties. After the Marriott
Transaction, approximately 70% of the Company's total investments will be in
Properties operated by seven NYSE listed companies. In addition to these seven
public companies, the remaining HRP Properties are operated by 30 privately held
companies. Certain information about publicly owned operators of the Company's
Properties contained in their filings with the Commission or other public
sources, or provided by these companies is set forth in the chart below.

<TABLE>
HRP PUBLIC COMPANY FACILITY OPERATORS
(DOLLARS IN THOUSANDS)

<CAPTION>
TOTAL TOTAL SHARE- HRP HRP HRP
OPERATOR FACILITIES ANNUAL HOLDERS NET FACILITIES FACILITIES INVESTMENT
(STOCK SYMBOL) (BEDS) REVENUES EQUITY INCOME (BEDS) OCCUPANCY (% OF TOTAL)
- ------------------------------- ---------- ---------- -------- -------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Marriott International......... 787 $8,062,000 $467,000 $161,000 14 90%(3) $320,000
(NYSE:MAR) (174,951)(2) (3,932) (38.4%)
Horizon Healthcare(1).......... 104 307,796 113,458 12,632 12 91% 147,011
(NYSE:HHC) (11,883) (1,738) (17.6%)
GranCare....................... 83 507,970 61,157 10,884 27 91% 86,628
(NYSE:GC) (11,300) (3,908) (10.4%)
Sun Healthcare Group........... 47 191,711 69,586 9,749 4 95% 20,617
(NYSE:SHG) (5,272) (605) (2.5%)
Beverly Enterprises............ 817 2,885,881 739,009 57,924 3 92% 13,211
(NYSE:BEV) (86,865) (321) (1.6%)
Integrated Health Services..... 67 282,160 176,133 15,471 1 96% 2,891
(NYSE:IHS) (8,731) (120) (.4%)
Hillhaven(1)................... 284 1,432,482 334,499 65,792 1 98% 1,283
(NYSE:HIL) (35,149) (120) (.2%)
<FN>
- ---------------
(1) Annual revenues and net income for Horizon Healthcare and Hillhaven are
annualized from six-month data.

(2) Includes approximately 770 operated or franchised hotels with more than
170,000 rooms and 17 retirement complexes with 4,951 units, including
independent and assisted living apartments and beds for nursing homes.

(3) Occupancy is aggregate average occupancy for facilities opened for more than
one year.

</TABLE>

Additional Security. In addition to fee ownership of the leased properties
and mortgage liens on the mortgaged properties, certain of the Company's leases
and mortgages contain additional security features. Generally, with respect to
investments originated by the Company, each obligation of an operator to HRP is
subject to cross default provisions with respect to all other obligations of
that operator to HRP and any collateral pledged by an operator to HRP
constitutes collateral for all obligations of that operator. Certain operators
have pledged additional collateral or provided corporate guarantees, security
deposits, or, in some cases, personal guarantees.

13
<PAGE> 16

MANAGEMENT

<TABLE>
The Trustees and executive officers of the Company are as follows:

<CAPTION>
NAME AGE POSITION
- ------------------------------------- --- ----------------------------------------------------
<S> <C> <C>
Mark J. Finkelstein.................. 47 President and Chief Executive Officer
John L. Harrington................... 58 Trustee
David J. Hegarty..................... 37 Executive Vice President, Chief Financial Officer
and Secretary
Arthur G. Koumantzelis............... 63 Trustee
Rev. Justinian Manning, C.P.......... 68 Trustee
Gerard M. Martin..................... 59 Trustee
John G. Murray....................... 33 Treasurer
Barry M. Portnoy..................... 48 Trustee
</TABLE>

Mark J. Finkelstein has been President and Chief Executive Officer of the
Company since its organization. Mr. Finkelstein is a past President of the
American College of Health Care Administrators.

John L. Harrington has been the President of JRY Corporation (the principal
owner of the Boston Red Sox baseball club) and is also Executive Director and
Trustee of the Yawkey Foundation and a trustee of the JRY Trust. Mr. Harrington
is a Director of Shawmut Bank, N.A.

David J. Hegarty, a certified public accountant, became Executive Vice
President of the Company in July 1993. He has been the Chief Financial Officer
of the Company since July 1987, when he joined the Company as Treasurer and
Secretary.

Arthur G. Koumantzelis is the Senior Vice President and Chief Financial
Officer of Cumberland Farms, Inc., a private company engaged in the convenience
store business in the northeastern United States and Florida and, through its
interest in the partnership operating its Gulf Oil Division, in the distribution
and retail sale of gasoline in the northeastern United States.

The Reverend Justinian Manning, C.P., is the pastor of St. Gabriel's Parish
in Brighton, Massachusetts. He is also on the Board of Directors of Charlesview,
a low and moderate income housing program, and St. Elizabeth's Hospital
Foundation. He belongs to the Provincial Council of the Passionist Provincialate
and is the former Director of Consolidation for the Community.

Gerard M. Martin is a real estate investor. Prior to the merger of Horizon
Healthcare Corporation ("Horizon") and Greenery Rehabilitation Group, Inc.
("Greenery") in February 1994, he had been the Chairman and Chief Executive
Officer of Greenery and its predecessors since 1975. Mr. Martin is a Director of
Horizon.

John G. Murray, a certified public accountant, joined the Company in July
1993 as Treasurer. Mr. Murray was employed by Fidelity Brokerage Services, Inc.
prior to joining the Company, most recently as Director of Finance, Business
Analysis and Planning.

Barry M. Portnoy has been a partner in the law firm of Sullivan &
Worcester, counsel to the Company, since 1978. Mr. Portnoy was a Director of
Greenery until February 1994 and is a Director of Horizon.

Mr. Harrington, Mr. Koumantzelis and Fr. Manning are the Company's
Independent Trustees, that is Trustees who are not affiliated with any of the
Company's lessees or mortgagors or with HRPT Advisors, Inc. (the "Advisor").
Under the Company's Declaration of Trust, a majority of the Company's Trustees
will at all times consist of Independent Trustees. All investment and policy
decisions affecting the Company are made by its Board of Trustees. All day to
day operations of the Company are conducted by the Advisor pursuant to an
investment advisory contract. The Advisor is owned by Messrs. Martin and
Portnoy. Messrs. Finkelstein, Hegarty and Murray, as well as all other personnel
involved in the Company's operations are employees of the Advisor. The Advisor
is paid an annual advisory fee calculated on the basis of total assets under
management (.7% of the first $250 million, plus .5% of additional assets) and an
annual incentive fee calculated on the basis of increases in operating cash flow
per Share above threshold amounts (15% of cash flow above the threshold amount
of $1.37/Share in 1994, which threshold increases by $.05/Share annually
thereafter) but no more

14
<PAGE> 17

than $.01/Share. The Advisor currently owns approximately one million Shares
which were purchased in 1989. All incentive fees which may be earned by the
Advisor will be paid in Shares. The Company believes that its total
administrative costs, measured as a percentage of assets under management, are
below the average for its industry.

FEDERAL INCOME TAX AND ERISA CONSIDERATIONS

The following description of certain Federal income tax matters and
Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
considerations relating to the Company is qualified in its entirety by reference
to the more detailed description thereof contained in the Company's Annual
Report on Form 10-K, which is incorporated herein by reference. The opinion of
Sullivan & Worcester, Boston, Massachusetts, regarding such matters has been
filed as an exhibit to the Registration Statement of which this Prospectus is a
part.

The Company is and intends to remain qualified as a REIT under the Internal
Revenue Code of 1986, as amended (the "Code"). As a REIT, the Company's net
income which is distributed as dividends to shareholders will be exempt from
Federal taxation. Distributions to the Company's shareholders generally will be
includable in their income; however, dividends distributed which are in excess
of current or accumulated earnings will be treated for tax purposes as a return
of capital to the extent of a shareholder's basis, and will reduce the basis of
shareholders' Shares. Approximately 26% of dividends distributed in calendar
1993 were treated as a return of capital.

The Company intends to conduct its affairs so that the assets of the
Company will not be deemed to be "plan assets" of any individual retirement
account, employee benefit plan subject to Title I of ERISA, or other qualified
retirement plan subject to Section 4975 of the Code which acquires its Shares.
The Company believes that, under present law, its distributions do not create so
called "unrelated business taxable income" to tax exempt entities such as
pension trusts, subject, however, to certain new rules which apply to pension
trusts holding more than 10% of the Shares.

EACH PROSPECTIVE PURCHASER OF THE SHARES OFFERED HEREBY IS ADVISED TO
CONSULT HIS OWN PROFESSIONAL ADVISOR REGARDING THE SPECIFIC FEDERAL, STATE,
LOCAL, FOREIGN AND OTHER TAX AND ERISA CONSEQUENCES TO HIM OF THE PURCHASE,
OWNERSHIP AND SALE OF THE SHARES OFFERED HEREBY.

15
<PAGE> 18

UNDERWRITING

<TABLE>
The Underwriters named below (the "U.S. Underwriters"), for whom Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), Donaldson, Lufkin &
Jenrette Securities Corporation, PaineWebber Incorporated and Smith Barney
Shearson Inc. are acting as representatives (the "U.S. Representatives"), have
severally agreed, subject to the terms and conditions of the U.S. Purchase
Agreement (the "U.S. Purchase Agreement") with the Company relating to 8,500,000
Shares offered in the United States and Canada (the "U.S. Offering"), to
purchase from the Company the respective number of Shares set forth opposite
their names below.

<CAPTION>
NUMBER
U.S. UNDERWRITER OF SHARES
------------------------------------------------------------------ ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.........................................
Donaldson, Lufkin & Jenrette Securities Corporation...............
PaineWebber Incorporated..........................................
Smith Barney Shearson Inc. .......................................
---------
Total................................................... 8,500,000
=========
</TABLE>

The Company has also entered into the International Purchase Agreement (the
"International Purchase Agreement") with certain underwriters outside the United
States and Canada (the "International Managers"), for whom Merrill Lynch
International Limited, Donaldson, Lufkin & Jenrette Securities Corporation,
PaineWebber International (U.K.) Ltd. and Smith Barney Shearson Inc. are acting
as representatives (the "Lead Managers"), relating to the Shares offered outside
the United States and Canada (the "International Offering"). Subject to the
terms and conditions of the International Purchase Agreement, the Company has
agreed to sell to the International Managers, and the International Managers
have severally agreed to purchase, an aggregate of 1,500,000 Shares.

Under certain circumstances, the commitments of non-defaulting U.S.
Underwriters and International Managers may be increased. The public offering
price per Share and the underwriting discount per Share are identical under the
U.S. Purchase Agreement and the International Purchase Agreement.

In the U.S. Purchase Agreement, the several U.S. Underwriters have agreed,
subject to the terms and conditions set forth therein, to purchase all of the
Shares being sold pursuant to such agreement if any of the Shares being sold
pursuant to such agreement are purchased and in the International Purchase
Agreement the several International Managers have agreed, subject to the terms
and conditions set forth therein, to purchase all of the Shares being sold
pursuant to such agreement if any of the Shares being sold pursuant to such
agreement are purchased. The closings with respect to the sale of Shares to be
purchased by the U.S. Underwriters and the International Managers are
conditioned upon one another.

The U.S. Representatives have advised the Company that the U.S.
Underwriters propose to initially offer the Shares to the public at the public
offering price set forth on the cover page of this Prospectus and to certain
dealers at such price less a concession not in excess of $ per Share.
The U.S. Underwriters may allow, and such dealers may reallow, a discount not in
excess of $ per Share to other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.

16
<PAGE> 19

The Company has granted to the U.S. Underwriters and the International
Managers an option, exercisable by the U.S. Representatives for 30 days from the
date of this Prospectus, to purchase up to an additional 1,500,000 Shares,
solely to cover over-allotments, if any, at a price per Share equal to the
initial public offering price less the underwriting discount set forth on the
cover page of this Prospectus, and, with respect to any such Shares issued after
the record date for the quarterly dividend for the period ending March 31, 1994,
less an amount equal to such dividend. If the U.S. Representatives exercise such
option, each U.S. Underwriter and International Manager will, subject to certain
conditions, have a firm commitment to purchase approximately the same percentage
of such option Shares which the number of Shares to be purchased initially by it
bears to 10,000,000 Shares.

The U.S. Underwriters and the International Managers have entered into an
Intersyndicate Agreement (the "Intersyndicate Agreement") that provides for
coordination of their activities. Pursuant to the Intersyndicate Agreement,
sales may be made between the U.S. Underwriters and the International Managers
of such number of Shares as may be mutually agreed. The price of any Shares so
sold shall be the initial public offering price, less an amount not greater than
the selling concession.

Under the terms of the Intersyndicate Agreement, the U.S. Underwriters and
any dealer to whom they sell Shares will not offer to sell or sell Shares to any
non-U.S. or non-Canadian person or to any person they believe intends to resell
to any non-U.S. or non-Canadian person, and the International Managers and any
dealer to whom they sell Shares will not offer to sell or sell Shares to any
U.S. or Canadian person or to any person they believe intends to resell to any
U.S. or Canadian person, except, in each case, for transactions pursuant to the
Intersyndicate Agreement.

The Company has agreed to indemnify the several U.S. Underwriters and the
several International Managers against certain liabilities, including
liabilities under the Securities Act.

The Company and the Advisor have each agreed that, for a period of 90 days
after the date of this Prospectus, it will not, without the prior consent of
MLPF&S, issue, sell, contract to sell, grant any option for the sale of, or
otherwise dispose of any Shares, other than the Shares being sold in connection
with the transactions discussed herein, pursuant to the Company's 1992 Incentive
Share Award Plan, and Shares issued upon exercise of any outstanding options.
The Company has agreed that, during such 90 day period, it will not, without the
prior consent of MLPF&S, terminate, modify or waive any provision in any
agreement to which it is a party that restricts or limits the transferability of
any Shares.

MLPF&S will be entitled to an advisory fee from the Company in connection
with consummation of the Marriott Transaction. As described under "The
Company -- Recent Developments -- The Marriott Transaction", the Company is also
negotiating with MLMCI, a subsidiary of MLPF&S, for provision of the MLMCI
Facility which may be used in connection with the Company's consummation of the
Marriott Transaction. MLMCI will be entitled to a fee upon consummation of the
Marriott Transaction and additional fees if the MLMCI Facility is consummated.
In addition, MLPF&S and MLMCI are both presently entitled to reimbursement from
the Company for their out-of-pocket expenses incurred in advising and assisting
the Company in connection with the Marriott Transaction.

LEGAL MATTERS

Certain legal matters with respect to the Shares offered by the Company
will be passed upon for the Company by Sullivan & Worcester, Boston,
Massachusetts and for the Underwriters by Brown & Wood, New York, New York.
Sullivan & Worcester and Brown & Wood will rely, as to all matters of Maryland
law, upon the opinion of Piper & Marbury, Baltimore, Maryland. Sullivan &
Worcester has also given its opinion as to certain Federal income tax matters
and certain ERISA considerations relating to the Company. See "Federal Income
Tax and ERISA Considerations". Barry M. Portnoy, a partner in the firm of
Sullivan & Worcester, is a Trustee of the Company, a director and 50%
shareholder of each of the Advisor, Connecticut Subacute Corporation ("CSC"),
and Connecticut Subacute Corporation II ("CSCII") and a director of Horizon.
Sullivan & Worcester represents the Advisor, CSC, CSCII, Gerard M. Martin and
certain affiliates of each of the foregoing on various matters. CSC, CSCII and
Horizon are tenants of the Company.

17
<PAGE> 20

EXPERTS

The financial statements of the Company appearing in the Company's Annual
Report (Form 10-K) for the year ended December 31, 1993; the consolidated
financial statements of Greenery appearing in the Greenery Annual Report (Form
10-K) for the year ended September 30, 1993; and the consolidated financial
statements of GranCare appearing in the GranCare Annual Report (Form 10-K) for
the year ended December 31, 1992, have been audited by Ernst & Young,
independent auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.

The audited consolidated financial statements and schedules of Horizon
incorporated by reference in this Prospectus and elsewhere in the registration
statement to the extent and for the periods indicated in their reports, have
been audited by Arthur Andersen & Co. and KPMG Peat Marwick, independent public
accountants, and are included herein in reliance upon the authority of said
firms as experts in giving said reports.

THE DECLARATION OF TRUST ESTABLISHING THE COMPANY, DATED OCTOBER 9, 1986, A
COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATION"), IS DULY
FILED IN THE OFFICE OF THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE
OF MARYLAND, PROVIDES THAT THE NAME "HEALTH AND REHABILITATION PROPERTIES TRUST"
REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT
INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE
OR AGENT OF THE COMPANY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR
SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE COMPANY. ALL PERSONS
DEALING WITH THE COMPANY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE
COMPANY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

18
<PAGE> 21

HEALTH AND REHABILITATION PROPERTIES TRUST

UNAUDITED ADJUSTED BALANCE SHEET AND
UNAUDITED ADJUSTED STATEMENT OF INCOME

The following unaudited adjusted balance sheet at December 31, 1993 and the
unaudited adjusted statement of income for the year ended December 31, 1993 are
intended to present the financial position and results of operations of Health
and Rehabilitation Properties Trust as if the transactions described in Note 1
were consummated on December 31, 1993 and January 1, 1993, respectively. The
unaudited adjusted financial statements should be read in conjunction with the
separate financial statements of Health and Rehabilitation Properties Trust for
the year ended December 31, 1993 which are incorporated herein by reference. The
unaudited adjusted financial statements are not necessarily indicative of the
expected financial position and results of operations for any future period.
Differences would result from, but not be limited to, changes in the Company's
portfolio of real estate investments, changes in interest rates and changes in
the debt and/or equity structure of the Company.

F-1
<PAGE> 22

<TABLE>
HEALTH AND REHABILITATION PROPERTIES TRUST

UNAUDITED ADJUSTED BALANCE SHEET
DECEMBER 31, 1993
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<CAPTION>
HISTORICAL ADJUSTMENTS
DECEMBER 31, 1993 (NOTES 1(A) TO (I)) AS ADJUSTED
----------------- ------------------- -----------
<S> <C> <C> <C>
ASSETS
Real estate properties, at cost:
Land.................................... $ 33,450 $ 30,694(a),(f) $ 64,144
Buildings and improvements.............. 330,988 250,682(a),(f) 581,670
Equipment............................... 20,373 14,805(a),(f) 35,178
--------- --------- ----------
384,811 296,181 680,992
Less accumulated depreciation........... 34,969 (4,325)(f) 30,644
--------- --------- ----------
349,842 300,506 650,348
Real estate mortgages and notes, net...... 157,281 960 (b),(f),(i) 158,241
Cash and cash equivalents................. 13,887 (2,302)(a),(f),(h) 11,585
Interest and rent receivable.............. 3,039 3,039
Deferred interest and finance costs, net,
and other assets........................ 3,613 3,613
--------- --------- ----------
$ 527,662 $ 299,164 $ 826,826
========= ========= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Borrowings................................ $ 73,000 $ 141,008 (a),(b),(i) $ 214,008
Security deposits......................... 8,300 (4,500)(f) 3,800
Due to affiliate.......................... 709 -- 709
Accounts payable and accrued expenses..... 4,518 -- 4,518
Shareholders' equity:
Preferred shares of beneficial interest,
$.01 par value, 50,000,000 shares
authorized, none issued.............. -- -- --
Common shares of beneficial interest,
$.01 par value; 100,000,000 Shares
authorized; 44,121,000 and 54,722,500
Shares, as adjusted, issued and
outstanding.......................... 441 106(a),(h) 547
Additional paid-in capital.............. 470,572 157,317(a),(h) 627,889
Cumulative net income................... 118,889 5,233 (b),(f),(i) 124,122
Distributions of cash available from
operations........................... (148,767) (148,767)
--------- --------- ----------
Total shareholders' equity...... 441,135 162,656 603,791
--------- --------- ----------
$ 527,662 $ 299,164 $ 826,826
========= ========= ==========
</TABLE>

F-2
<PAGE> 23

<TABLE>
HEALTH AND REHABILITATION PROPERTIES TRUST
UNAUDITED ADJUSTED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1993
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<CAPTION>
HISTORICAL
DECEMBER 31, ADJUSTMENTS
1993 (NOTES 1(A) TO (I)) AS ADJUSTED
------------ ------------------- -----------
<S> <C> <C> <C>
REVENUES:
Rental income................... $ 46,069 $29,954(a),(c),(d),(e),(f) $76,023
Interest income................. 10,416 9,504(b),(c),(d),(e),(f),(h),(i) 19,920
Total revenues.......... 56,485 39,458 95,943
-------- ------- -------
EXPENSES:
Interest........................ 6,217 6,894(a),(b),(e),(f),(g),(h),(i) 13,111
Advisory fees................... 2,591 2,101(a),(b),(c),(d),(e),(f),(i) 4,692
Depreciation and amortization... 9,087 8,695(a),(c),(d),(e),(f),(i) 17,782
General and administrative...... 852 852
-------- ------- -------
Total expenses.......... 18,747 17,690 36,437
-------- ------- -------
Income before extraordinary
item............................ 37,738 21,768 59,506
Extraordinary item................ (4,321) -- (4,321)
-------- ------- -------
Net income........................ $ 33,417 $21,768 $55,185
======== ======= =======
Average shares outstanding........ 34,407 54,723
======== =======
Per share amounts:
Income before extraordinary
item......................... $ 1.10 $ 1.09
Net income...................... $ .97 $ 1.01
Cash flow available for
distribution................. $ 1.38 $ 1.43
Dividends....................... $ 1.30 --
CASH FLOW AVAILABLE FOR
DISTRIBUTION:
Income before extraordinary
item............................ $ 37,738 $59,506
Depreciation and amortization..... 9,087 17,782
Other non-cash charges............ 753 753
-------- -------
Cash flow available for
distribution.................... $ 47,578 $78,041
======== =======
</TABLE>

F-3
<PAGE> 24

HEALTH AND REHABILITATION PROPERTIES TRUST

NOTES TO UNAUDITED ADJUSTED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

NOTE 1 -- BASES OF RECORDING THE ADJUSTMENTS

For the purposes of the unaudited adjusted balance sheet at December 31,
1993 and the unaudited adjusted statement of income for the year ended December
31, 1993, it has been assumed that the following transactions took place on
December 31, 1993 and January 1, 1993, respectively:

(a) Marriott Transaction and Present Offering. On March 17, 1994, the
Company entered into an agreement with Host Marriott Corporation to acquire 14
retirement communities containing 3,932 residences or beds for $320,000, subject
to adjustment. The complexes are triple net leased through December 31, 2013 to
a wholly owned subsidiary of Marriott International, Inc. (Marriott). For
purposes of these unaudited adjusted financial statements, minimum annual rent
of $27,645 is used, which represents a full year's rent for each facility
whether or not the facility was in operation for a full year during 1993.
Additional rent of $1,321 was calculated based on 4.5% of 1994's budgeted
revenues in excess of base amounts. The Company anticipates incurring $5 million
in fees and expenses related to the Marriott Transaction. The leases are cross-
defaulted and guaranteed by Marriott. The acquisition is expected to close in
June 1994.

The Company has filed a Registration Statement with the Securities and
Exchange Commission relating to an offering of 10,000,000 Shares (plus a
1,500,000 Share underwriters' over-allotment option). Upon consummation of the
offering, the Company will receive approximately $149.2 million net proceeds
($171.6 million, if the underwriters' over-allotment option is exercised in
full). The net proceeds have been applied in these statements as funding for the
Marriott Transaction. In connection with the execution of the purchase and sale
agreement for the Marriott Transaction, the Company provided a $25 million cash
deposit. The remaining purchase price will be funded with debt at an assumed
interest rate of 6%. Adjustments to the unaudited adjusted financial statements
in respect of these transactions are as follows:

<TABLE>
<CAPTION>
BALANCE SHEET: INCOME STATEMENT:
<S> <C> <C> <C>
Land............................ $ 32,500 Rental income................... $ 28,966
Buildings and improvements...... 276,250 Interest expense................ 9,531
Equipment....................... 16,250 Advisory fee.................... 1,625
Cash and cash equivalents....... (25,000) Depreciation and amortization... 8,260
Borrowings...................... 150,775
Common Shares................... 100
Additional paid-in capital...... 149,125

</TABLE>

(b) Mortgage Portfolios. On May 20, 1993, the Company acquired a portfolio
of mortgage loans from the Resolution Trust Corporation (RTC) for $72,411. The
loans, which are secured by first mortgages on 27 nursing homes, had a face
value of approximately $79,883 and have maturities ranging from 1996 to 2001.
The acquisition was funded using approximately $18,411 of cash with the balance
from a $54,000 borrowing under a repurchase facility. The repurchase facility
accrued interest at a floating rate based on LIBOR plus a premium and was repaid
in full on December 27, 1993. During March 1994, three of these loans with a
balance of $8,617 at March 1, 1994 and $8,662 at December 31, 1993 were paid in
full.

On September 27, 1993, the Company acquired a portfolio of mortgage loans
from a group of institutional investors for $16,000. The loans, which are
secured by first mortgages on six nursing homes, had a face value of
approximately $18,200 and have maturities ranging from 1994 to 1997. The
acquisition was funded using approximately $4,100 of cash with the balance
borrowed under the repurchase facility referred to above.

F-4
<PAGE> 25

HEALTH AND REHABILITATION PROPERTIES TRUST

NOTES TO UNAUDITED ADJUSTED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

Adjustments to the unaudited adjusted financial statements in respect of
these transactions are as follows:

<TABLE>
<S> <C> <C> <C>
BALANCE SHEET: INCOME STATEMENT:
Real estate mortgages............ $(7,352) Interest income.................. $ 2,307
Borrowings....................... (8,662) Interest expense................. 1,040
Cumulative net income............ 1,310 Advisory fee..................... 112
</TABLE>

(c) SAFECO Portfolio. On June 4, 1993, the Company acquired for cash,
three long-term care facilities and related improvement loans for $5,778. The
facilities are subject to existing leases with terms expiring between 1995 and
2001. Adjustments to the unaudited adjusted financial statements in respect of
these transactions are as follows:

<TABLE>
<S> <C>
INCOME STATEMENT:
Rental income....................... $313
Interest income..................... (42)
Advisory fee........................ 12
Depreciation and amortization....... 54
</TABLE>

(d) Sun Healthcare. On November 1, 1993, the Company purchased a 143 bed
long-term care facility in Seattle, Washington for $5,125 from Greenery
Rehabilitation Group, Inc. (Greenery) and simultaneously leased it to Sun
Healthcare Group, Inc. (Sun). In addition, the Company and Sun agreed to extend
the lease arrangements on three nursing facilities that had been scheduled to
expire in May, 1997, through December, 2005. Minimum annual rent under the new
lease for the four properties is approximately $2,537. Adjustments to the
unaudited adjusted financial statements in respect of this transaction are as
follows:

<TABLE>
<S> <C>
INCOME STATEMENT:
Rental income...................... $ 200
Interest income.................... (137)
Advisory fee....................... 21
Depreciation and amortization...... 109
</TABLE>

(e) Community Care of America. On December 30, 1993, the Company acquired
12 nursing homes and five retirement apartment complexes for $33,400 and leased
them to subsidiaries of Community Care of America, Inc. (together with its
subsidiaries, CCA). In addition, the Company has agreed to provide improvement
financing of $7,300 to CCA. The acquired facilities have been leased on a triple
net basis. The minimum annual rent from this transaction will be approximately
$3,814.

Also, in connection with the CCA purchase-lease transaction described
above, the Company provided first mortgage financing on 14 nursing homes and one
retirement apartment complex for $19,600 and a $7,000 note secured by a first
lien on substantially all of the assets of the borrower at a weighted average
interest rate of 10.9%. The notes mature in December 2016. Minimum annual
interest from this transaction will be $2,909. Adjustments to the unaudited
adjusted financial statements in respect of these transactions are as follows:

<TABLE>
<S> <C>
INCOME STATEMENT:
Rental income..................... $3,814
Interest income................... 2,909
Interest expense.................. 3,243
Advisory fee...................... 300
Depreciation and amortization..... 988
</TABLE>

(f) Horizon/Greenery Merger. On February 11, 1994, in connection with the
merger of Greenery into Horizon Healthcare Corporation (Horizon) the Company
sold to Horizon for $28,400, three facilities that had been leased to Greenery.
The Company realized a capital gain of approximately $3,906 on the sale of these
properties. In addition, Horizon has leased seven facilities previously leased
to Greenery, on substantially similar terms except the leases were extended
through 2005. The Company has also granted Horizon a ten

F-5
<PAGE> 26

HEALTH AND REHABILITATION PROPERTIES TRUST

NOTES TO UNAUDITED ADJUSTED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

year option to buy, at the rate of no more than one facility per year, the seven
leased facilities. Also, the Company leased the three remaining Greenery
facilities to a newly formed corporation, Connecticut Subacute Corporation II
(CSCII), an affiliate of HRPT Advisors, Inc. (Advisor). Theses facilities are
being managed by and the lease payments are guaranteed by Horizon for a term of
up to five years. The terms of these lease arrangements are substantially
similar to the original lease arrangements. In addition, the Company provided
Horizon with $9,400 first mortgage financing for two facilities. One of the
facilities previously was owned by the Company and leased to Greenery. The
mortgage notes bear interest at 11.5% per annum and will mature on December 31,
2000.

Adjustments to the unaudited adjusted financial statements in respect of
these transactions are as follows:

<TABLE>

<S> <C> <C> <C>
BALANCE SHEET: INCOME STATEMENT:
Cash and cash equivalents....... $ 14,500 Rental income................... $ (3,339)
Land............................ (1,806) Interest income................. 1,082
Building and improvements....... (25,568) Interest expense................ (524)
Equipment....................... (1,445) Advisory fee.................... (97)
Accumulated depreciation........ (4,325) Depreciation and amortization... (760)
Real estate mortgages and notes,
net.......................... 9,400
Security deposits............... (4,500)
Cumulative net income........... 3,906
</TABLE>

(g) January 1993 Share Offering. On January 20, 1993, the Company received
approximately $107,315 net proceeds from the public offering of 9,000,000 shares
of the Company's stock. The proceeds were used, in part, to repay outstanding
borrowings of $70,000 under the Company's term loans and $18,500 under the
Company's revolving line of credit. On February 17, 1993, the Company received
additional net proceeds of approximately $15,822 and issued 1,350,000 shares of
the Company's stock in connection with the exercise of the underwriters'
over-allotment option. Adjustments to the unaudited adjusted financial
statements in respect of these transactions are as follows:

<TABLE>
<S> <C>
INCOME STATEMENT:
Interest expense................... $(401)
</TABLE>

(h) December 1993 Share Offering. During the last quarter of 1993, the
Company raised approximately $121,655 net proceeds from the public offering of
9,000,000 Shares. The net proceeds were used to repay borrowings under the
Company's repurchase facility and to fund the Community Care of America
transaction. On January 19, 1994, the underwriters exercised their
over-allotment option for 601,500 additional Shares, resulting in additional net
proceeds to the Company of approximately $8.3 million. Adjustments to the
unaudited adjusted financial statements in respect of these transactions are as
follows:

<TABLE>
<S> <C> <C> <C>
BALANCE SHEET: INCOME STATEMENT:
Cash and cash equivalents........ $ 8,198 Interest income.................. $ 519
Additional paid-in capital....... 8,192 Interest expense................. $(7,681)
Common Shares.................... 6
</TABLE>

(i) Goldome Mortgage Portfolio. On November 19, 1993, the Company was
selected as the winning bidder for a portfolio of performing mortgage loans
originated by Goldome Credit Corporation. These loans have a combined principal
balance of approximately $29.2 million, mature between 1994 and 1999, and are
secured by mortgages on 18 nursing homes located in eight states. The Company's
bid was for approximately $27.8 million. On December 10, 1993, the Company
acquired for $26.6 million mortgage loans with a combined principal balance of
$27.9 million secured by 17 nursing homes. In February 1994, the Company
acquired the remaining mortgage loan. Also in February 1994 one loan with a
balance of $2,275 at

F-6
<PAGE> 27

HEALTH AND REHABILITATION PROPERTIES TRUST

NOTES TO UNAUDITED ADJUSTED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

February 15, 1994 and December 31, 1993 was paid in full. Adjustments to the
unaudited adjusted financial statements in respect of these transactions are as
follows:

<TABLE>
<S> <C> <C> <C>
BALANCE SHEET: INCOME STATEMENT:
Real estate mortgages............ $(1,088) Interest income.................. $ 2,866
Borrowings....................... (1,105) Interest expense................. 1,686
Cumulative net income............ 17 Advisory fee..................... 128
Depreciation and amortization.... 44
</TABLE>

F-7
<PAGE> 28

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE U.S. UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SHARES IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.

------------------------
<TABLE>

TABLE OF CONTENTS

<CAPTION>
PAGE
----
<S> <C>
Additional Information................ 2
Incorporation of Certain Information
by Reference........................ 2
Summary............................... 3
Recent Developments................... 5
The Company........................... 7
Distributions......................... 8
Capitalization........................ 9
Use of Proceeds....................... 9
Investment and Financing Policy....... 10
Selected Financial Data............... 11
Properties............................ 12
The Lessees and the Mortgagors........ 13
Management............................ 14
Federal Income Tax and ERISA
Considerations...................... 15
Underwriting.......................... 16
Legal Matters......................... 17
Experts............................... 17
Unaudited Adjusted Financial
Statements.......................... F-1
</TABLE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

10,000,000 SHARES

HEALTH AND

REHABILITATION
PROPERTIES TRUST
COMMON SHARES OF

BENEFICIAL INTEREST
------------------------
PROSPECTUS
------------------------
MERRILL LYNCH & CO.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

PAINEWEBBER INCORPORATED

SMITH BARNEY SHEARSON INC.
APRIL , 1994

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

<PAGE> 29

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS, DATED MARCH 29, 1994

PROSPECTUS
- -----------------
10,000,000 SHARES

HEALTH AND REHABILITATION PROPERTIES TRUST

COMMON SHARES OF BENEFICIAL INTEREST
------------------------

Of the 10,000,000 Shares offered by the Company, 1,500,000 Shares are being
offered initially outside the United States and Canada by the International
Managers and 8,500,000 Shares are being offered in a concurrent offering in the
United States and Canada by the U.S. Underwriters (collectively, the
"Offerings"). See "Underwriting".
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share.................. $ $ $
- ------------------------------------------------------------------------------------------------
Total(3)................... $ $ $
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
<FN>
(1) The Company has agreed to indemnify the several International Managers
against certain liabilities, including certain liabilities under the
Securities Act of 1933. See "Underwriting".

(2) Before deducting expenses payable by the Company estimated at $586,681.

(3) The Company has granted the International Managers and the U.S. Underwriters
an option, exercisable by the U.S. Representatives for 30 days from the date
of this Prospectus, to purchase up to 1,500,000 additional Shares solely to
cover over-allotments, if any. If such option is exercised in full, the
total Price to Public, Underwriting Discount and Proceeds to Company will be
$ , $ and $ , respectively. See "Underwriting".

</TABLE>
------------------------

The Shares offered hereby are offered by the several International
Managers, subject to prior sale, when, as and if issued to and accepted by them
and subject to approval of certain legal matters by Brown & Wood, counsel for
the International Managers, and to certain other conditions. The International
Managers reserve the right to withdraw, cancel or modify such offer and to
reject orders in whole or in part. It is expected that delivery of the Shares
offered hereby will be made in New York, New York on or about April , 1994.
------------------------

MERRILL LYNCH INTERNATIONAL LIMITED

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

PAINEWEBBER INTERNATIONAL

SMITH BARNEY SHEARSON INC.
------------------------

The date of this Prospectus is , 1994

<PAGE> 30

FEDERAL INCOME TAX AND ERISA CONSIDERATIONS

SPECIAL TAX CONSIDERATIONS FOR FOREIGN SHAREHOLDERS

The rules governing United States income taxation of non-resident alien
individuals, foreign corporations, foreign partnerships, and foreign trusts and
estates (collectively, "Non-U.S. Shareholders") are complex, and the following
discussion is intended only as a summary of such rules. Prospective Non-U.S.
Shareholders should consult with their own tax advisors to determine the impact
of Federal, state, and local income tax laws on an investment in the Company,
including any reporting requirements.

In general, a Non-U.S. Shareholder will be subject to regular United States
income tax with respect to its investment in the Company if such investment is
"effectively connected" with the Non-U.S. Shareholder's conduct of a trade or
business in the United States, or if the Non-U.S. Shareholder is a non-resident
alien individual who is present in the United States for 183 days or more during
the taxable year. A corporate Non-U.S. Shareholder that receives income that is
(or is treated as) effectively connected with a U.S. trade or business may also
be subject to the branch profits tax under Section 884 of the Code, which is
payable in addition to regular United States corporate income tax. The following
discussion will apply to Non-U.S. Shareholders whose investment in the Company
is not so effectively connected.

A distribution by the Company that is not attributable to gain from the
sale or exchange by the Company of a United States real property interest and
that is not designated by the Company as a capital gain dividend will be treated
as an ordinary income dividend to the extent that it is made out of current or
accumulated earnings and profits. Generally, unless the dividend is effectively
connected with the Non-U.S. Shareholder's conduct of a trade or business, such a
dividend will be subject to a United States withholding tax equal to 30% of the
gross amount of the dividend unless such withholding is reduced by an applicable
tax treaty (for example, the treaty between the United States and the United
Kingdom provides generally for a maximum rate of withholding of 15% on
dividends). A foreign governmental entity, such as a governmental pension plan,
may qualify for a complete exemption from withholding on such dividends. A
distribution of cash in excess of the Company's earnings and profits will be
treated first as a nontaxable return of capital that will reduce a Non-U.S.
Shareholder's basis in its shares (but not below zero) and then as gain from the
disposition of such shares, the tax treatment of which is described under the
rules discussed below with respect to disposition of shares. A distribution in
excess of the Company's earnings and profits may be subject to 30% dividend
withholding if at the time of the distribution it cannot be determined whether
the distribution will be in an amount in excess of the Company's current and
accumulated earnings and profits. If its subsequently

X-2
<PAGE> 31

determined that such distribution is, in fact, in excess of current and
accumulated earnings and profits, the Non-U.S. Shareholder may seek a refund
from the IRS. The Company expects to withhold United States income tax at the
rate of 30% on the gross amount of any such distributions made to a Non-U.S.
Shareholder unless (i) a lower tax treaty applies and the required form
evidencing eligibility for that reduced rate is filed with the Company or (ii)
the Non-U.S. Shareholder files IRS Form 4224 with the Company claiming that the
distribution is "effectively connected" income.

For any year in which the Company qualifies as a REIT, distributions by the
Company that are attributable to gain from the sale or exchange of a United
States real property interest will be taxed to a Non-U.S. Shareholder in
accordance with the Foreign Investment in Real Property Tax Act of 1980
("FIRPTA"). Under FIRPTA, such distributions are taxed to a Non-U.S. Shareholder
as if such distributions were gains "effectively connected" with a United States
trade or business. Accordingly, a Non-U.S. Shareholder will be taxed at the
normal capital gain rates applicable to a U.S. Shareholder (subject to any
applicable alternative minimum tax and a special alternative minimum tax in the
case of non-resident alien individuals). Distributions subject to FIRPTA may
also be subject to a 30% branch profits tax in the hands of a foreign corporate
shareholder that is not entitled to treaty exemption. The Company will be
required to withhold from distributions to Non-U.S. Shareholders, and remit to
the IRS, 35% of the amount of any distribution that could be designated as
capital gain dividends.

Tax treaties may reduce the Company's withholding obligations. If the
amount of tax withheld by the Company with respect to a distribution to a
Non-U.S. Shareholder exceeds the shareholder's United States liability with
respect to such distribution, the Non-U.S. Shareholder may file for a refund of
such excess from the IRS. It should be noted that the 35% withholding tax rate
on capital gain dividends corresponds to the maximum income tax rate applicable
to corporations but is higher than the 28% maximum rate on capital gains of
individuals.

If the Shares fail to constitute a "United States real property interest"
within the meaning of FIRPTA, a sale of the Shares by a Non-U.S. Shareholder
generally will not be subject to United States taxation unless (i) investment in
the Shares is effectively connected with the Non-U.S. Shareholder's United
States trade or business, in which case, as discussed above, the Non-U.S.
Shareholder would be subject to the same treatment as U.S. Shareholders on such
gain or (ii) the Non-U.S. Shareholder is a non-resident alien individual who was
present in the United States for 183 days or more during the taxable year, in
which case the non-resident alien individual will be subject to a 30% tax on the
individual's capital gains.

The Shares will not constitute a United States real property interest if
the Company is a "domestically controlled REIT". A domestically controlled REIT
is a REIT in which at all times during a specified testing period less than 50%
in value of its shares is held directly or indirectly by Non-U.S. Shareholders.
It is currently anticipated that the Company will be a domestically controlled
REIT, and therefore that the sale of Shares will not be subject to taxation
under FIRPTA. However, because the Shares will be publicly traded, no assurance
can be given that the Company will continue to be a domestically controlled
REIT. If the Company did not constitute a domestically controlled REIT, whether
a Non-U.S. Shareholder's sale of Shares would be subject to tax under FIRPTA as
a sale of a United States real property interest would depend on whether the
Shares were "regularly traded" (as defined by applicable Treasury Regulations)
on an established securities market (e.g., the New York Stock Exchange, on which
the Shares are listed) and on the size of the selling shareholder's interest in
the Company. If the gain on the sale of the Shares were subject to taxation
under FIRPTA, the Non-U.S. Shareholder would be subject to the same treatment as
a U.S. Shareholder with respect to such gain (subject to applicable alternative
minimum tax and a special alternative minimum tax in the case of non-resident
alien individuals). In any event, a purchaser of Shares from a Non-U.S.
Shareholder will not be required under FIRPTA to withhold on the purchase price
if the purchased Shares are "regularly traded" on an established securities
market or if the Company is a domestically controlled REIT. Otherwise, under
FIRPTA, the purchaser of Shares may be required to withhold 10% of the purchase
price and to remit such amount to the IRS.

X-3
<PAGE> 32

FEDERAL ESTATE TAX

Shares owned or treated as owned by an individual who is not a citizen or
resident (as defined for United States federal estate tax purposes) of the
United States at the time of death will be includable in the individual's gross
estate for United States federal estate tax purposes unless an applicable estate
tax treaty provides otherwise.

BACKUP WITHHOLDING AND INFORMATION REPORTING REQUIREMENTS

The Company must report annually to the IRS and to each Non-U.S.
Shareholder the amount of dividends paid to, and the tax withheld with respect
to such holder. These information reporting requirements apply regardless of
whether withholding was reduced or eliminated by an applicable tax treaty.
Copies of these information returns may also be made available under the
provisions of a specific treaty or agreement to the tax authorities in the
country in which the Non-U.S. Shareholder resides. United States backup
withholding tax (which generally is a withholding tax imposed at the rate of 31%
on certain payments to persons that fail to furnish the information required
under the United States information reporting requirements) will generally not
apply to dividends paid on Shares to a Non-U.S. Shareholder at an address
outside the United States.

The payment of the proceeds from the disposition of Shares to or through
the United States office of a broker will be subject to information reporting
and backup withholding at a rate of 31% unless the owner, under penalties of
perjury, certifies, among other things, its status as a Non-U.S. Shareholder, or
otherwise establishes an exemption. The payment of the proceeds from the
disposition of Shares to or through a non-U.S. office of a broker generally will
not be subject to backup withholding and information reporting. In the case of
proceeds from a disposition of Shares paid to or through a non-U.S. office of a
U.S. broker or paid to or through a non-U.S. office of a non-U.S. broker that is
(i) a "controlled foreign corporation" for United States federal income tax
purposes or (ii) a person 50% or more of whose gross income from all sources for
a certain three-year period was effectively connected with a United States trade
or business, (a) backup withholding will not apply unless the broker has actual
knowledge that the owner is not a Non-U.S. Shareholder, and (b) information
reporting will not apply if the broker has documentary evidence in its files
that the owner is a Non-U.S. Shareholder (unless the broker has actual knowledge
to the contrary).

Any amounts withheld under the backup withholding rules from a payment to a
Non-U.S. Shareholder will be refunded (or credited against the Non-U.S.
Shareholder's United States federal income tax liability, if any), provided that
the required information is furnished to the IRS.

X-4
<PAGE> 33

UNDERWRITING

The Managers named below (the "International Managers"), for whom Merrill
Lynch International Limited, Donaldson, Lufkin & Jenrette Securities
Corporation, PaineWebber International (U.K.) Ltd. and Smith Barney Shearson
Inc. are acting as representatives (the "Lead Managers"), have severally agreed,
subject to the terms and conditions of the International Purchase Agreement (the
"International Purchase Agreement") with the Company relating to 1,500,000
Shares offered outside the United States and Canada (the "International
Offering"), to purchase from the Company the respective number of Shares set
forth opposite their names below.

<TABLE>
<CAPTION>
NUMBER
INTERNATIONAL MANAGER OF SHARES
------------------------------------------------------------------ ---------
<S> <C>
Merrill Lynch International Limited...............................
Donaldson, Lufkin & Jenrette Securities Corporation...............
PaineWebber International (U.K.) Ltd..............................
Smith Barney Shearson Inc. .......................................
---------
Total................................................... 1,500,000
=========
</TABLE>

The Company has also entered into the U.S. Purchase Agreement (the "U.S.
Purchase Agreement") with certain underwriters in the United States and Canada
(the "U.S. Underwriters"), for whom Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), Donaldson, Lufkin & Jenrette Securities Corporation,
PaineWebber Incorporated and Smith Barney Shearson Inc. are acting as
representatives (the "U.S. Representatives"), relating to the Shares offered in
the United States and Canada (the "U.S. Offering"). Subject to the terms and
conditions of the U.S. Purchase Agreement, the Company has agreed to sell to the
U.S. Underwriters, and the U.S. Underwriters have severally agreed to purchase,
an aggregate of 8,500,000 Shares.

Under certain circumstances, the commitments of non-defaulting
International Managers and U.S. Underwriters may be increased. The public
offering price per Share and the underwriting discount per Share are identical
under the International Purchase Agreement and the U.S. Purchase Agreement.

In the International Purchase Agreement, the several International Managers
have agreed, subject to the terms and conditions set forth therein, to purchase
all of the Shares being sold pursuant to such agreement if any of the Shares
being sold pursuant to such agreement are purchased and in the U.S. Purchase
Agreement the several U.S. Underwriters have agreed, subject to the terms and
conditions set forth therein, to purchase all of the Shares being sold pursuant
to such agreement if any of the Shares being sold pursuant to such agreement are
purchased. The closings with respect to the sale of Shares to be purchased by
the International Managers and the U.S. Underwriters are conditioned upon one
another.

The Lead Managers have advised the Company that the International Managers
propose to initially offer the Shares to the public at the public offering price
set forth on the cover page of this Prospectus and to certain dealers at such
price less a concession not in excess of $ per Share. The International
Managers may allow, and such dealers may reallow, a discount not in excess of
$ per Share to other dealers. After the initial public offering, the
public offering price, concession and discount may be changed.

The Company has granted to the International Managers and the U.S.
Underwriters an option, exercisable by the U.S. Representatives for 30 days from
the date of this Prospectus, to purchase up to an additional 1,500,000 Shares,
solely to cover over-allotments, if any, at a price per Share equal to the
initial public offering price less the underwriting discount set forth on the
cover page of this Prospectus, and, with

X-5
<PAGE> 34

respect to any such Shares issued after the record date for the quarterly
dividend for the period ending March 31, 1994, less an amount equal to such
dividend. If the U.S. Representatives exercise such option, each International
Manager and U.S. Underwriter will, subject to certain conditions, have a firm
commitment to purchase approximately the same percentage of such option Shares
which the number of Shares to be purchased initially by it bears to 10,000,000
Shares.

The International Managers and the U.S. Underwriters have entered into an
Intersyndicate Agreement (the "Intersyndicate Agreement") that provides for
coordination of their activities. Pursuant to the Intersyndicate Agreement,
sales may be made between the International Managers and the U.S. Underwriters
of such number of Shares as may be mutually agreed. The price of any Shares so
sold shall be the initial public offering price, less an amount not greater than
the selling concession.

Under the terms of the Intersyndicate Agreement, the International Managers
and any dealer to whom they sell Shares will not offer to sell or sell Shares to
any U.S. or Canadian person or to any person they believe intends to resell to
any U.S. or Canadian person, and the U.S. Underwriters and any dealer to whom
they sell Shares will not offer to sell or sell Shares to any non-U.S. or
non-Canadian person or to any person they believe intends to resell to any
non-U.S. or non-Canadian person, except, in each case, for transactions pursuant
to the Intersyndicate Agreement.

Each International Manager has agreed that it has not offered or sold and
will not offer or sell in the United Kingdom, by means of any document, any
Shares offered by the Company other than to persons whose ordinary business it
is to buy or sell shares or debentures, whether as principal or agent (except in
circumstances which do not constitute an offer to the public within the meaning
of the Companies Act 1985).

Each International Manager has further agreed that it has complied and will
comply with all applicable provisions of the Financial Services Act 1986 with
respect to anything done by it in relation to the Shares offered by the Company
in, from or otherwise involving the United Kingdom. Each International Manager
has also agreed that it has only issued and passed on and will only issue or
pass on to any person in the United Kingdom any document received by it in
connection with the issue of the Shares offered by the Company if that person is
of a kind described in Article 9(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1988.

The Company has agreed to indemnify the several International Managers and
the several U.S. Underwriters against certain liabilities, including liabilities
under the Securities Act.

MLPF&S will be entitled to an advisory fee from the Company in connection
with consummation of the Marriott Transaction. As described under "The
Company -- Recent Developments -- The Marriott Transaction", the Company is also
negotiating with MLMCI, a subsidiary of MLPF&S, for provision of the MLMCI
Facility which may be used in connection with the Company's consummation of the
Marriott Transaction. MLMCI will be entitled to a fee upon consummation of the
Marriott Transaction and additional fees if the MLMCI Facility is consummated.
In addition, MLPF&S and MLMCI are both presently entitled to reimbursement from
the Company for their respective out-of-pocket expenses incurred in advising and
assisting the Company in connection with the Marriott Transaction.

X-6
<PAGE> 35
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE INTERNATIONAL UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SHARES IN
ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.

------------------------

<TABLE>
TABLE OF CONTENTS

<CAPTION>
PAGE
----
<S> <C>
Additional Information................ 2
Incorporation of Certain Information
by Reference........................ 2
Prospectus Summary.................... 3
Recent Developments................... 5
The Company........................... 7
Distributions......................... 8
Capitalization........................ 9
Use of Proceeds....................... 9
Investment and Financing Policy....... 10
Selected Financial Data............... 11
Properties............................ 12
The Lessees and the Mortgagors........ 13
Management............................ 14
Federal Income Tax and ERISA
Considerations...................... 15
Underwriting.......................... 18
Legal Matters......................... 19
Experts............................... 19
Unaudited Adjusted Financial
Statements.......................... F-1
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

10,000,000 SHARES
HEALTH AND

REHABILITATION
PROPERTIES TRUST
COMMON SHARES OF

BENEFICIAL INTEREST
------------------------
PROSPECTUS
------------------------
MERRILL LYNCH INTERNATIONAL

LIMITED

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

PAINEWEBBER INTERNATIONAL

SMITH BARNEY SHEARSON INC.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

X-7
<PAGE> 36

APPENDIX TO ELECTRONIC FORMAT DOCUMENT

PAGE 3:

Pie chart

A pie chart depicting the percentage of the Company's investments which
will be in Properties operated by Marriott International (38%); Other Public
Companies (Horizon Healthcare, GranCare, Sun Healthcare, Integrated Health,
Beverly Enterprises and Hillhaven) (32%); and 30 Private Companies (30%).

Dividend chart

A bar graph depicting HRP Dividend Growth: 1987 - $1.06; 1988 - $1.12;
1989 - $1.14; 1990 - $1.17; 1991 - $1.23; 1992 - $1.26; 1993 - $1.30; Quarter
ended March 31, 1994 annualized - $1.32.

PAGE 7:

Map

A map of the United States with the states listed immediately below the map
shaded and with stars indicating the locations of the Marriott Properties (5 in
Florida, 3 in Virginia, 2 in Arizona, 1 each in California, Illinois, Maryland
and Texas).

PAGE 10:

Pie charts

Two pie charts depicting the HRP Capital Structure before the sale of
Shares and the Marriott Transaction: debt (14%) and equity (86%); after the sale
of Shares and Marriott Transaction: debt (27%) and equity (73%).

PAGE 12:

Pie charts

Two pie charts depicting the division of HRP's portfolio by type of
property: Nursing homes, assisted living and retirement communities (97%) and
two psychiatric facilities (3%); and by type of investment: purchase and lease
(81%) and mortgages (19%).
<PAGE> 37

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

<TABLE>
Set forth below is an estimate of the amount of fees and expenses to be
incurred in connection with the issuance and distribution of the Shares
registered hereby, other than underwriting discounts and commissions.

<S> <C>
Registration Fee Under Securities Act............................. $ 61,962
NASD Filing Fee................................................... 18,469
Blue Sky Fees and Expenses........................................ 25,000
Legal Fees........................................................ 200,000
Accounting Fees................................................... 125,000
Printing and Engraving............................................ 75,000
Listing Application Fees.......................................... 40,250
Transfer Agent Fees............................................... 1,000
Miscellaneous Fees................................................ 40,000
---------
Total................................................... $ 586,681
=========

- ---------------
<FN>
* All expenses are estimated except the SEC registration fee and the NASD filing
fee.
</TABLE>

ITEM 15. INDEMNIFICATION OF TRUSTEES AND OFFICERS.

Section 7.4 of the Company's Declaration of Trust, filed as Exhibit 3.1 to
this Registration Statement, which provides for indemnification of Trustees and
officers of the Company, is hereby incorporated by reference.

Reference is made to Section 7 of the Underwriting Agreement (Exhibit 1.1
hereto) with respect to certain provisions for indemnification by the
Underwriters of the Company, Trustees, officers and controlling persons under
certain circumstances.

<TABLE>
ITEM 16. EXHIBITS.

<S> <C>
1.1 Form of U.S. Purchase Agreement.(***)
1.2 Form of International Purchase Agreement.(***)
3.1 Declaration of Trust, as amended.(1)
3.2 By-Laws.(2)
5.1 Opinion and Consent of Sullivan & Worcester regarding legality.(**)
5.2 Opinion and Consent of Piper & Marbury.(**)
8.1 Opinion and Consent of Sullivan & Worcester regarding tax matters.(**)
23.1 Consent of Sullivan & Worcester (included in their opinions to be filed as Exhibits
5.1 and 8.1 to this Registration Statement).
23.2 Consent of Piper & Marbury (included in their opinion to be filed as Exhibit 5.2 to
this Registration Statement).
23.3 Consent of Ernst & Young (included as page II-3 of this Registration Statement).(*)
23.4 Consent of Arthur Andersen & Co. (included as page II-4 of this Registration
Statement).(*)
</TABLE>

II-1
<PAGE> 38

<TABLE>
<S> <C>
23.5 Consent of KPMG Peat Marwick (included as page II-5 of this Registration
Statement).(*)
24 Powers of Attorney.(*)

- ---------------
<FN>
(*) Filed herewith.

(**) To be filed by amendment.

(***) Previously filed.

(1) Incorporated by reference to the Company's Registration Statement No.
33-71422 on Form S-3 dated November 9, 1993 and amendment thereto.

(2) Incorporated by reference to the Company's Registration Statement No.
33-9412 on Form S-11 dated October 10, 1986 and amendments thereto.

</TABLE>

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes that:

(a) For purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and

(b)(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of a registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-2
<PAGE> 39

CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Health and
Rehabilitation Properties Trust for the registration of 11,500,000 of its common
shares of beneficial interest and to the incorporation by reference therein of
(a) our report dated February 11, 1994 with respect to the financial statements
and schedules of Health and Rehabilitation Properties Trust included in its
Annual Report (Form 10-K) for the year ended December 31, 1993, (b) our report
dated December 30, 1993 with respect to the consolidated financial statements
and schedules of Greenery Rehabilitation Group, Inc. included in Greenery's
Annual Report (Form 10-K) for the year ended September 30, 1993, and (c) our
report dated February 19, 1993 with respect to the consolidated financial
statements and schedules of GranCare, Inc. included in GranCare's Annual Report
(Form 10-K) for the year ended December 31, 1992, all filed with the Securities
and Exchange Commission.

ERNST & YOUNG

Boston, Massachusetts
March 29, 1994

II-3
<PAGE> 40

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated July 23, 1993
(except with respect to the matters discussed in Note 15, as to which the date
is August 2, 1993), included in Horizon Healthcare Corporation's Form
10-K/A -- Amendment No. 3 for the year ended May 31, 1993, dated October 5,
1993, and to all references to our Firm included in this registration statement.

ARTHUR ANDERSEN & CO.

Albuquerque, New Mexico
March 29, 1994

II-4
<PAGE> 41

INDEPENDENT AUDITORS' CONSENT

The Board of Directors and Stockholders
Horizon Healthcare Corporation:

We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.

KPMG PEAT MARWICK

Albuquerque, New Mexico
March 29, 1994

II-5
<PAGE> 42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this to registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts on April 1,
1994.

HEALTH AND REHABILITATION
PROPERTIES TRUST

BY: DAVID J. HEGARTY
--------------------------------
David J. Hegarty,
Executive Vice President

<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated:

<CAPTION>
SIGNATURES TITLE DATE
- --------------------------------------------- --------------------------- ------------
<S> <C> <C>
MARK J. FINKELSTEIN* President and Chief April 1, 1994
- --------------------------------------------- Executive Officer
Mark J. Finkelstein

DAVID J. HEGARTY Executive Vice President April 1, 1994
- --------------------------------------------- and Chief Financial and
David J. Hegarty Accounting Officer

JOHN L. HARRINGTON* Trustee April 1, 1994
- ---------------------------------------------
John L. Harrington

ARTHUR G. KOUMANTZELIS* Trustee April 1, 1994
- ---------------------------------------------
Arthur G. Koumantzelis

REV. JUSTINIAN MANNING, C.P.* Trustee April 1, 1994
- ---------------------------------------------
Rev. Justinian Manning, C.P.

BARRY M. PORTNOY* Trustee April 1, 1994
- ---------------------------------------------
Barry M. Portnoy

GERARD M. MARTIN* Trustee April 1, 1994
- ---------------------------------------------
Gerard M. Martin

*By: DAVID J. HEGARTY
- ---------------------------------------------
David J. Hegarty
Attorney-in-fact
</TABLE>

II-6