SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported); December 18, 1995
HEALTH AND RETIREMENT PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 1-9317 04-6558834
(State or other (Commission file (IRS employer
jurisdiction of number) identification no.)
incorporation)
400 Centre Street, Newton, Massachusetts 02158
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 617-332-3990
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Item 5. Other Events
Legal Proceedings
Reference is made to the Company's Report on Form 8-K dated July 27,
1995 describing certain litigation involving a foreclosure action commenced by
the Company against a former tenant/mortgagor and counterclaims and a third
party complaint brought by the defendants in the foreclosure action and parties
related thereto against the Company, Advisors, two Trustees of the Company,
Messrs. Portnoy and Martin and others, including Sullivan & Worcester, counsel
to the Company.
After the counterclaims and third party complaints were brought in the
Florida State Court foreclosure action, the Company and certain parties brought
a declaratory judgment action in the Massachusetts Superior Court to have all
matters raised in the counterclaims and third party complaints referred to
arbitration. On December 4, 1995, an order was entered by the Massachusetts
Superior Court granting the Company's motion for summary judgment and directing
arbitration. Earlier, all parties, other than the Company, named by the
foreclosure defendants in the Florida litigation had moved to dismiss the
counterclaims and third party complaints against them for lack of jurisdiction;
in November 1995 a judgment was entered by the Florida court granting these
motions and dismissing the third party complaints. At this time, the only matter
pending in the Florida court appears to be original foreclosure action by the
Company. The parties to and the subject matter of the arbitration proceeding
ordered in response to the Company's motion remain to be clarified. Also, the
foreclosure defendants have stated that they intend to commence suit in another
forum against some or all of the parties dismissed from the Florida litigation.
Any new suit may be upon the same grounds which have been ordered to arbitration
and against the same parties dismissed from Florida litigation or may raise new
issues of federal or state law against the same and/or new parties; also, any
new lawsuit may involve the Company. Although the outcome of the arbitration
proceeding or any new litigation is currently indeterminable, each of the
Company and each other party sued by the foreclosure defendants and related
parties believes the claims which have been or may be asserted against it are
without merit and intends to defend and deny the allegations in these or any new
actions and the Company intends to pursue the original foreclosure action.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
23(a) Consent of Arthur Andersen LLP (relating to financial
statements of Marriott International, Inc.).
23(b) Consent of Arthur Andersen LLP (relating to financial
statements of Horizon/CMS Healthcare Corp.).
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23(c) Consent of Ernst & Young LLP (relating to financial
statements of Horizon/CMS Healthcare Corp.).
23(d) Consent of Price Waterhouse LLP (relating to financial
statements of Horizon/CMS Healthcare Corp.).
23(e) Consent of Ernst & Young LLP (relating to financial
statements of GranCare, Inc.).
23(f) Consent of KPMG Peat Marwick LLP (relating to financial
statements of GranCare, Inc.).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HEALTH AND RETIREMENT PROPERTIES TRUST
By: /s/ Ajay Saini
Ajay Saini
Treasurer and Chief Financial Officer
Date: December 18, 1995
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Company's Registration Statement on Form S-3
(file number 33-5373) of our report dated January 27, 1995 included in Marriott
International, Inc.'s Form 10-K for the year ended December 30, 1994, and to all
references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Washington, D.C.
December 18, 1995
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated July 21, 1995 included in
Horizon/CMS Healthcare Corporation's current report on Form 8-K, dated November
21, 1995, into Health and Retirement Properties Trust's previously filed
Registration Statement File #33-53173.
/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Albuquerque, New Mexico
December 15, 1995
Exhibit 23(c)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated August
3, 1995, except for Note 6 and 19 for which the date is September 26, 1995; Note
14 for which the date is September 12, 1995; and Note 20 for which the date is
September 27, 1995, with respect to the consolidated financial statements of
Continental Medical Systems, Inc. for the years ended June 30, 1995 and June 30,
1994 included in Horizon/CMS Healthcare Corporation's Form 8-K dated November
21, 1995 filed with the Securities and Exchange Commission into the Prospectus
Supplement of Health and Retirement Properties Trust for the registration of
6,500,000 shares of its common stock that is made part of the Registration
Statement (Amendment No. 1 to Form S-3).
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Harrisburg, Pennsylvania
December 15, 1995
Exhibit 23(d)
Consent of Independent Accountants
We hereby consent to the incorporation by reference of our report dated
August 10, 1995, with respect to the consolidated financial statements of
Continental Medical Systems, Inc., included in Horizon/CMS Healthcare
Corporation's Form 10K/A Amendment No. 1 as amended and restated in Horizon/CMS'
Form 8-K dated November 21, 1995 into Health and Retirement Properties Trust's
previously filed Registration Statement on Form S-3 (No. 33-53173). We also
consent to the reference to us under the heading "Experts" in the Prospectus
Supplement to the Registration Statement on Form S-3 (No. 33-53173).
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
December 18, 1995
Exhibit 23(e)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3 No. 33-53173) and related Prospectus of
Health and Retirement Properties Trust for the registration of 6,500,000 shares
of its common shares of beneficial interest and to the incorporation by
reference therein of our report dated February 21, 1995 with respect to the
consolidated financial statements and schedules of GranCare Inc. included in its
Annual Report on Form 10-K for the year ended December 31, 1994 and our report
dated February 21, 1995 except for Note 1 as to which the date is August 18,
1995 with respect to the supplemental consolidated financial statements of
GranCare Inc. included in its Current Report on Form 8-K/A dated September 21,
1995, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Atlanta, Georgia
December 15, 1995
Exhibit 23(f)
Accountants' Consent
The Board of Directors and Stockholders
Evergreen Healthcare, Inc.
We consent to the incorporation by reference in the registration statement,
dated December 18, 1995, on Form S-3 and related prospectus of Health and
Retirement Properties Trust, Inc., of our report dated August 17, 1995, with
respect to the consolidated financial statements (not presented or incorporated
separately therein) of Evergreen Healthcare, Inc. and subsidiaries as of
December 31, 1994 and 1993 and the related consolidated statements of
operations, stockholders' equity and cash flows for the year ended December 31,
1994 and the six months ended December 31, 1993 and the related combined
statements of operations, partners' equity and cash flow of Evergreen Healthcare
Ltd., L.P., Predecessor to Evergreen Healthcare, Inc., for the six-month period
ended June 30, 1993 and to the reference to our firm under the headings
"Experts" in the prospectus supplement.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Indianapolis, Indiana
December 18, 1995
