UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______ to _____
Commission File Number 1-9317
HEALTH AND RETIREMENT PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 04-6558834
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
400 Centre Street
Newton, Massachusetts 02158
(Address of principal (Zip Code)
executive offices)
617-332-3990
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Shares of Beneficial Interest New York Stock Exchange
Floating Rate Senior Notes,
Series A, Due 1999 New York Stock Exchange
Floating Rate Senior Notes,
Series B, Due 1999 New York Stock Exchange
<PAGE>
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock of the registrant held by
non-affiliates was $823,402,873 based on the $14.875 closing price per share for
such stock on the New York Stock Exchange on March 29, 1994. For purposes of
this calculation, 1,013,651 shares held by HRPT Advisors, Inc. (the "Advisor"),
a total of 2,777,768 shares held by the Advisor solely in its capacity as voting
trustee under certain voting trust agreements, and an aggregate of 33,935 shares
held by the trustees and executive officers of the registrant, have been
included in the number of shares held by affiliates.
Number of the registrant's Common Shares of Beneficial Interest, $.01 par value
("Shares"), outstanding as of March 15, 1995: 59,162,768.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K is incorporated herein by reference
from the Company's definitive Proxy Statement for the annual meeting of
shareholders currently scheduled to be held on May 16, 1995.
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 RETIREMENT 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 TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR
SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE TRUST. ALL PERSONS
DEALING WITH THE TRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE TRUST
FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
(a) Index to Financial Statements and Financial Statement Schedules
HEALTH AND RETIREMENT PROPERTIES TRUST
Page
Report of Ernst & Young LLP, Independent Auditors F-1
Balance Sheets as of December 31, 1993 and 1994 F-2
Statements of Income for the years ended
December 31, 1992, 1993 and 1994 F-3
Statements of Shareholders' Equity for the years
ended December 31, 1992, 1993 and 1994 F-4
Statements of Cash Flows for the years ended
December 31, 1992, 1993 and 1994 F-5
Notes to Financial Statements F-6
The following financial schedules are included:
III -- Real Estate and Accumulated Depreciation F-16
IV -- Mortgage Loans on Real Estate F-18
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are
not required under the related instructions or are inapplicable, and
therefore have been omitted.
Exhibits:
3.1 - July 1994 Amended and Restated Declaration of Trust*
3.2 - Amended and Restated By-Laws*
4.1 - Form of Series A Note*
4.2 - Form of Series B Note*
4.3 - Shawmut Bank, N.A. Indenture dated as of June 1, 1994*
4.4 - Supplemental Shawmut Bank, N.A., Indenture dated as of
June 29, 1994*
4.5 - Rights Agreement (1)
9.1 - AMS Voting Trust Agreement*
9.2 - Amended and Restated AMS Voting Trust Agreement*
10.1 - Advisory Agreement, as amended *(+)
10.2 - Second Amendment to Advisory Agreement *(+)
10.3 - Incentive Share Award Plan*(+)
10.4 - Master Lease Document*
10.5 - HRPT Shares Pledge Agreement*
10.6 - AMS Properties Security Agreement*
10.7 - AMS Subordination Agreement*
10.8 - AMS Guaranty*
10.9 - AMS Pledge Agreement (pledging shares of AMSP)*
10.10 - AMS Holding Co. Pledge Agreement (pledging shares of
AMS)*
10.11 - Amended and Restated Renovation Funding Agreement*
10.12 - Amendment to AMS Transaction Documents*
10.13 - GCI Master Lease Document*
10.14 - Amended and Restated HRP Shares Pledge Agreement*
<PAGE>
10.15 - Guaranty, Cross-Default and Cross-Collateralization
Agreement*
10.16 - CSC $8,000,000 Working Capital Promissory Note*
10.17 - Marriott Senior Living Services Purchase and Sale
Agreement*
10.18 - Connecticut Subacute Corporation II Lease Document
Waterbury*
10.19 - Connecticut Subacute Corporation II Lease Document
- Cheshire*
10.20 - Connecticut Subacute Corporation II Lease Document
- New Haven*
10.21 - Vermont Subacute/New Hampshire Subacute Corporation
Master Lease Agreement (Chapple)*
10.22 - Amended and Restated Agreement and Plan of Reorganization
(Chapple)*
10.23 - March 1995 Second Amended and Restated Revolving Loan
Agreement*
10.24 - Purchase Option Agreement*
12.1 - Earnings to Fixed Charges*
21.1 - Subsidiaries of the Registrant*
23.1 - Consent of Ernst & Young*
23.2 - Consent of Arthur Anderson (Horizon)*
23.3 - Consent of Arthur Anderson (Marriott) (2)
25.1 - Powers of Attorney*
27.1 - Financial Data Schedule*
(*) Previously Filed
(+) Management contract or compensatory plan or arrangement
(1) Incorporated by reference to the Company's Current Report on Form
8-K dated October 6, 1994.
(2) Filed herewith.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the
period covered by this report.
HEALTH AND RETIREMENT PROPERTIES TRUST
SIGNATURE
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 duly authorized.
HEALTH AND RETIREMENT PROPERTIES TRUST
(Registrant)
Date: July 10, 1995 By: /s/ David J. Hegarty
David J. Hegarty, President
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Company's registration statement (file number
33-35175) of our report dated January 27, 1995 included in the Marriott
International, Inc. Form 10-K for the year ended December 30, 1994, and to all
references to our Firm included in the registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
July 10, 1995
