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 11, 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
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
8(a) Opinion of Sullivan & Worcester, a Registered Limited Liability
Partnership, as to certain tax matters.
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.).
23(c) Consent of Ernst & Young LLP (relating to financial statements of
GranCare, Inc.).
<PAGE>
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/ David J. Hegarty
David J. Hegarty
President and Chief Operating Officer
Date: December 11, 1995
SULLIVAN & WORCESTER
One Post Office Square
Boston, Massachusetts 02109
September 22, 1995
Health and Retirement Properties Trust
400 Centre Street
Newton, Massachusetts 02158
Ladies and Gentlemen:
In connection with the registration by Health and Rehabilitation
Properties Trust, a Maryland real estate investment trust (the "Company"), of
2,791,416 Common Shares of Beneficial Interest, $.01 per share, of the Company
(the "Shares"), the following opinion is furnished to you to be filed with the
Securities and Exchange Commission (the "SEC")as Exhibit 8 to the Company's
Registration Statement on Form S-3, File No. 33-62135 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act").
We have acted as counsel for the Company in connection with the
Registration Statement and we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement,
corporate records, certificates and statements of officers and accountants of
the Company and of public officials, and such other documents as we have
considered relevant and necessary in order to furnish the opinion hereinafter
set forth. Specifically, and without limiting the generality of the foregoing,
we have reviewed Amendment No. 1 to the Registration Statement dated September
25, 1995 and the prospectus dated September 25, 1995 (the "Prospectus") which
forms a part of the Registration Statement, the Company's Declaration of Trust
and By-Laws. We have reviewed the sections in the Company's Annual Report on
Form 10-K for the year ended December 31, 1994, as amended (the "Form 10-K"),
captioned "Federal Income Tax Considerations" and "ERISA Plans, Keogh Plans and
Individual Retirement Accounts," and we have prepared the opinions of counsel
referred to in such sections. With respect to all questions of fact on which
such opinions are based, we have assumed the accuracy and completeness of and
have relied on the information set forth in the Prospectus and in the documents
incorporated therein by reference, and on representations made to us by the
Trustees. We have not independently verified such information; nothing has come
to our attention, however, which would lead us to believe that we are not
entitled to rely on such
information.
<PAGE>
Health and Retirement Properties Trust
September 22, 1995
Page 2
The opinion set forth below is based upon the Internal Revenue Code of
1986, as amended, the Treasury Regulations issued thereunder, administrative
interpretations thereof and judicial decisions with respect thereto, all as of
the date hereof (collectively the "Tax Laws") and upon the Employee Retirement
Income Security Act of 1974, as amended, the Department of Labor regulations
issued thereunder, administrative interpretations thereof and judicial decisions
with respect thereto, all as of the date hereof (collectively, the "ERISA
Laws"). No assurance can be given that the Tax Laws or the ERISA Laws will not
change. In rendering the opinions set forth in the Form 10-K which are
incorporated by reference into the Prospectus, we have made certain assumptions
and expressed certain conditions and qualifications, all of which assumptions,
conditions and qualifications are incorporated herein by reference.
Based upon and subject to the foregoing, we are of the opinion that the
discussions with respect to federal income tax matters in the sections of the
Form 10-K captioned "Federal Income Tax Considerations" and "ERISA Plans, Keogh
Plans and Individual Retirement Accounts," in all material respects are accurate
and fairly summarize the federal income tax issues and ERISA Laws issues which
are material to an investment in the Shares, and hereby confirm that the
opinions of counsel referred to in said sections represent our opinions on the
subject matter thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
forming a part of the Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or under the rules and regulations of the
SEC promulgated thereunder.
Very truly yours,
/s/ Sullivan & Worcester
SULLIVAN & WORCESTER
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 of our report
dated January 27, 1995 included in the Marriott International, Inc.'s Form 10-K
for the year ended December 30, 1994 and to all references to our Firm included
in the registration statement.
/s/ ARTHUR ANDERSON LLP
ARTHUR ANDERSEN LLP
Washington, D.C.
Decmeber 11, 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 11, 1995
Exhibit 23 (c)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and
to the incorporation by reference in the Registration Statement (Form S-3 Reg.
No. 33-53173) of Health and Retirement Properties Trust of our report dated
February 21, 1995 with respect to the consolidated financial statements and
schedules of GranCare, Inc. included in GranCare Inc.'s Annual Report (Form
10-K) for the year ended December 31, 1994, all filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Boston, Massachusetts
December 11, 1995
