SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
HEALTH AND RETIREMENT PROPERTIES TRUST
(Exact Name of Registrant as Specified in its Charter)
Maryland 04-6558834
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
400 Centre Street,
Newton, Massachusetts 02158
(Address of principal executive office) (zip code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. |X| registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2)
please check the following box. | |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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7.5% Convertible Subordinated New York Stock Exchange
Debentures, due 2003, Series A
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Health and Retirement Properties Trust (the "Company") is hereby
registering its 7.5% Convertible Subordinated Debentures, due 2003, Series A
(the "Debentures").
The "Description of Debt Securities" contained in the Company's
Registration Statement on Form S-3, No. 333-02863 (the "Registration Statement")
is incorporated herein by reference and supplemented by the material set forth
below.
The Debentures will be issued under an indenture to be dated as of
September 20, 1996, as supplemented by the First Supplement thereto (the
"Indenture"), between the Company and Fleet National Bank, as trustee (the
"Trustee"). The terms of the Debentures and the Indenture include those stated
in the Debentures and the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"). A copy of the form of the Indenture is filed as an exhibit to the
Registration Statement and incorporated herein by reference as Exhibit 1. The
following is a summary of certain provisions of the Indenture and does not
purport to be complete and is qualified in its entirety by reference to the
detailed provisions of the Indenture, including the definition of certain terms
therein which reference is hereby made, for a complete statement of such
provisions. Wherever particular articles or sections of the Indenture or terms
defined therein are referred to herein, such provisions or definitions are
incorporated herein by reference.
General. The Debentures are unsecured general obligations of the
Company, subject to the rights of holders of Senior Indebtedness (as defined) of
the Company, and will mature on October 1, 2003. The Debentures will be limited
to $70 million aggregate principal amount (plus up to $10.5 million aggregate
principal amount solely to cover exercise of the underwriters' overallotment
option) and will bear interest semiannually on April 1 and October 1 of each
year commencing April 1, 1997 at 7.5% per annum. The first payment will be for
the period from the date of issuance to April 1, 1997. The Company will pay
interest on the Debentures to the persons who are registered holders of
Debentures ("Debentureholders") at the close of business on the March 15 or
September 15 preceding the interest payment date. The Company may pay principal
and interest by check and may mail an interest check to a holder's registered
address; provided, however, that payments to The Depository Trust Company, New
York, New York (the "Debt Depositary") will be made by wire transfer of
immediately available funds to the account of the Debt Depositary or its
nominee. Holders must surrender Debentures to a Paying Agent to collect final
principal payments.
The Debentures will be in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A holder may transfer
or exchange Debentures in accordance with the Indenture. No service charge will
be made for any registration of transfer, exchange or conversion of Debentures,
except for any tax or other governmental charges that may be imposed in
connection therewith. The Registrar need not transfer or exchange any Debentures
selected for redemption. Also, in the event of a partial redemption, it need not
transfer or exchange any Debentures for a period of 15 days before selecting the
Debentures to be redeemed. The registered holder of a Debenture may be treated
as its owner for all purposes. The Indenture does not contain any financial
covenants or restrictions on the incurrence of Senior Indebtedness or, in the
absence of an Event of Default, restrictions on the payment of dividends or the
issuance or repurchase of securities of the Company, except to the extent
described under "--Subordination of Debentures" or "-- Dividends, Distributions
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and Acquisitions of Common Shares". In addition, the Indenture does not contain
any provision requiring the Company to repurchase the Debentures at the option
of the holders thereof in the event of a leveraged buyout, recapitalization or
similar restructuring of the Company, even though the Company's creditworthiness
and the market value of the Debentures may decline significantly as a result of
such transaction. The Indenture does not protect holders of the Debentures
against any decline in credit quality, whether resulting from any such
transaction or from any other cause.
Initially, Fleet National Bank will act as Paying Agent, Registrar and
Conversion Agent. The Company may change any Paying Agent, Registrar, Conversion
Agent or co-registrar without notice and may act in any such capacity itself.
Conversion. The holders of the Debentures will be entitled at any time
prior to maturity, subject to prior redemption, to convert the Debentures or
portions thereof (which are $1,000 or integral multiples thereof) into the
Company's common shares of beneficial interest, par value $.01 per share (the
"Common Shares"), at a conversion price equal to $18.00 per share (subject to
adjustments as described below). No payment or adjustment will be made for
accrued interest on a converted Debenture. If any Debenture not called for
redemption is converted between a record date for the payment of interest and
the next succeeding interest payment date, such Debenture must be accompanied by
funds equal to the interest payable to the registered holder on such interest
payment date on the principal amount so converted. The Company will not issue
fractional Common Shares upon conversion of Debentures and, instead, will
deliver a check for the fractional Common Shares based upon the market value of
the Common Shares on the last trading day prior to the conversion date. If the
Debentures are called for redemption, conversion rights will expire at the close
of business on the redemption date, unless the Company defaults in payment due
upon such redemption.
To protect the Company's status as a real estate investment trust
("REIT"), a holder may not own any Debenture if as a result of such ownership
any Person would then be deemed to beneficially own, directly or indirectly,
8.5% or more of the Company's Common Shares. For purposes of determining a
Person's beneficial ownership of Common Shares, the Debentures beneficially
owned by such Person will be deemed converted and added to the Common Shares
beneficially owned by such Person for purposes of determining whether such
Person beneficially owns in excess of 8.5% of the Common Shares.
The conversion price is subject to adjustment, as set forth in the
Indenture, in certain events, including the payment of dividends or
distributions on the Company's shares of beneficial interest in Common Shares or
other securities issued by the Company; the issuance to all holders of Common
Shares of rights, options or warrants entitling them to subscribe for Common
Shares (or securities convertible into Common Shares), subdivisions or
combinations of the Common Shares into a greater or smaller number of shares,
and reclassification of Common Shares resulting in an issuance of any of the
Company's shares of beneficial interest. No adjustment is provided in the case
of distributions to holders of Common Shares of assets (including securities,
other than those rights, options, warrants, dividends and distributions referred
to above). No adjustment in the conversion price need be made unless such
adjustment would require a change of at least 1% in the conversion price;
however, any adjustment that would otherwise be required to be made shall be
carried forward and taken into account in any subsequent adjustment. A
conversion price adjustment made according to the provisions of the Debentures
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(or the absence of provision for such an adjustment) might result in a
constructive distribution to the holders of Debentures or holders of Common
Shares that would be subject to taxation as a dividend. The Company may, at its
option, make such reduction in the conversion price, in addition to those set
forth above, as the Board of Trustees of the Company deems advisable to avoid or
diminish any income tax to holders of Common Shares resulting from any dividend
or distribution of equity securities (or rights to acquire equity securities) or
from any event treated as such for income tax purposes or for any other reason.
The Board of Trustees will also have the power to resolve any ambiguity or
correct any error in the provisions relating to the adjustment of the conversion
price of the Debentures and its actions in so doing shall be final and
conclusive.
If the Company combines or merges with, or sells or transfers
substantially all of its assets to, another corporation or trust, the holders of
the Debentures then outstanding will be entitled thereafter to convert such
Debentures into the kind and amount of shares of capital stock, other
securities, cash or other assets which they would have owned immediately after
such event had such Debentures been converted before the effective date of the
transaction.
Subordination of Debentures. The indebtedness evidenced by the
Debentures will be subordinated and junior in right of payment to the extent set
forth in the Indenture to the prior payment in full of amounts then due on all
Senior Indebtedness. No payment shall be made by the Company on account of
principal of or interest on the Debentures or on account of the purchase or
other acquisition of Debentures, if there shall have occurred and be continuing
a default with respect to any Senior Indebtedness permitting the holders to
accelerate the maturity thereof or with respect to the payment of any Senior
Indebtedness, and such default shall be the subject of a judicial proceeding or
the Company shall have received notice of such default from any holder of Senior
Indebtedness, unless and until such default or event of default shall have been
cured or waived or shall have ceased to exist. By reason of these provisions, in
the event of default on any Senior Indebtedness, whether now outstanding or
hereafter issued, payments of principal of and interest on the Debentures may
not be permitted to be made until such Senior Indebtedness is paid in full, or
the event of default on such Senior Indebtedness is cured or waived.
Upon any acceleration of the principal of the Debentures or any
distribution of assets of the Company upon any receivership, dissolution,
winding-up, liquidation, reorganization, or similar proceedings of the Company,
whether voluntary or involuntary, or in bankruptcy or insolvency, all amounts
due or to become due upon all Senior Indebtedness must be paid in full before
the holders of the Debentures or the Trustee are entitled to receive or retain
any assets so distributed in respect of the Debentures. By reason of this
provision, in the event of insolvency, holders of the Debentures may recover
less, ratably, than holders of Senior Indebtedness.
"Senior Indebtedness" is defined to mean the principal, premium, if
any, unpaid interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company, whether or
not a claim for post-filing interest is allowed in such proceeding), fees,
charges, expenses, reimbursements and indemnification obligations, and all other
amounts payable under or in respect of (i) any Indebtedness of the Company and
(ii) any and all deferrals, renewals, extensions, refundings and refinancings
(whether direct or indirect) of any such Indebtedness, whether any such
Indebtedness exists as of the date of this Form 8-A or is hereafter created,
incurred, assumed or guaranteed; provided, however, that Senior Indebtedness
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will not include (A) the Debentures, the Company's 7.5% Convertible Subordinated
Debentures, due 2003, Series B (the "Regulation S Debentures") or the Company's
7.25% Convertible Subordinated Debentures, due 2001 (the "7.25% Debentures) or
(B) Indebtedness of the Company owed or owing to a subsidiary or any officer,
director, trustee or employee of the Company or any subsidiary, (C) Indebtedness
of the Company which, pursuant to the terms of the instrument creating or
evidencing such Indebtedness, is expressly made pari passu with or subordinated
in right of payment to the Debentures or (D) any liability for taxes owed or
owing by the Company.
"Indebtedness" as applied to the Company, means (a) all liabilities and
obligations, contingent or otherwise of the Company (i) in respect of borrowed
money whether or not evidenced by a promissory note, draft or similar instrument
(whether or not the recourse of the lender is to the whole of the asses of the
Company or only to a portion thereof); (ii) evidenced by bonds, notes,
debentures or similar instruments; (iii) evidenced by a letter of credit or
reimbursement obligation of the Company with respect to any letter of credit
(iv) evidenced by bankers' acceptances or similar instruments issued or accepted
by banks; (v) for the payment of money relating to obligations with respect to
any leases that is properly classified as a liability on a balance sheet in
accordance with generally accepted accounting principles; and (vi) representing
the balance deferred and unpaid for all or any part of the purchase price of
property or services (except any such balance that constitutes (A) a trade
payable or an accrued liability arising in the ordinary course of business or
(B) a trade draft or note payable issued in the ordinary course of business in
connection with the purchase of goods or services); (b) all net obligations of
the Company under interest swap and hedging obligations; (c) all liabilities of
others described in the preceding clauses (a) and (b) which the Company has
guaranteed or for which it is otherwise liable and all obligations to purchase,
redeem or acquire any shares of beneficial interest of the Company; and (d) any
and all deferrals, amendments, renewals, extensions, supplements, refinancings
or refundings (whether direct or indirect) of any liability or obligation
described in any of the preceding clauses (a), (b) or (c), or this clause (d),
whether or not between or among the same parties.
Optional Redemption. The Debentures will be subject to redemption, in
whole or in part, at any time or from time to time commencing October 1, 1999,
at the option of the Company on at least 30 days' prior notice by mail at a
redemption price equal to 100% of the principal amount thereof, plus interest
accrued to the date of redemption. The Debentures will not be redeemable prior
to October 1, 1999; provided, however, the Debentures will be subject to
redemption, in whole or in part, at any time for certain reasons intended to
protect the Company's status as a REIT, at the option of the Company on at least
30 days' prior notice by mail at a redemption price equal to 100% of the
principal amount, plus interest accrued to the date of redemption. The Company
may redeem Debentures prior to October 1, 1999 solely with respect to the
Debentures of a holder or holders who pose a threat to the Company's REIT status
and only to the extent deemed necessary by the Company's Board of Trustees to
preserve such status. The Company may at any time buy Debentures on the open
market at prices which may be greater or less than the optional redemption price
listed above.
Dividends, Distributions, and Acquisitions of Common Shares. The
Indenture provides that the Company will not (i) declare or pay any dividend or
make any distribution on its shares of Common Shares or to holders of Common
Shares (other than dividends or distributions payable in Common Shares or other
than as the Company determines in good faith is necessary to maintain its status
as a REIT) or (ii) purchase, redeem or otherwise acquire or retire for value any
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of its Common Shares, if at the time of such action an Event of Default (as
defined) has occurred and is continuing or would exist immediately after such
action. The foregoing, however, will not prevent (i) the payment of any dividend
within 60 days after the date of declaration when the payment would have
complied with the foregoing provision on the date of declaration, or (ii) the
Company's retirement of any of its Common Shares by exchange for, or out of the
proceeds of the substantially concurrent sale of, other Common Shares.
Consolidation, Merger or Sale. The Indenture provides that the Company
may consolidate with, or sell, lease or convey all or substantially all of its
assets to, or merge with or into, any other entity, provided that (i) either the
Company shall be the continuing entity or the successor entity (if other than
the Company) formed by or resulting from any such consolidation or merger or
which shall have received the transfer of such assets shall expressly assume
payment of the principal of and interest on all of the Debentures and the due
and punctual performance and observance of all of the covenants and conditions
contained in the Indenture; (ii) immediately after giving effect to such
transaction and treating any indebtedness which becomes an obligation of the
Company or any subsidiary as a result thereof as having been incurred by the
Company or such subsidiary at the time of such transaction, no Event of Default
under the Indenture, and no event which, after notice or the lapse of time, or
both, would become such an Event of Default (a "Default"), shall have occurred
and be continuing; and (iii) an officer's certificate and legal opinion more
fully described in the Indenture shall be delivered to the Trustee.
Events of Default. The Indenture will provide that the following events
are "Events of Default" with respect to the Debentures: (a) default for 30 days
in the payment of any installment interest on the Debentures, the Regulation S
Debentures or the 7.25% Debentures (each a "Series"); (b) default in the payment
of the principal of any Series at their maturity; (c) default for 60 days in the
Company's obligations to convert any Series; (d) default in the performance of
any other covenant of the Company contained in the Indenture (other than a
covenant added to the Indenture solely for the benefit of a series of Senior
Indebtedness issued thereunder), such default having continued for 60 days after
written notice as provided in the Indenture; (e) default in the payment of an
aggregate principal amount exceeding $25 million of any Indebtedness of the
Company or any mortgage, indenture or other instrument under which such
Indebtedness is issued or by which such Indebtedness is secured, such default
having occurred after the expiration of any applicable grace period and having
resulted in the acceleration of the maturity of such Indebtedness, but only if
such Indebtedness is not discharged or such acceleration is not rescinded or
annulled; or (f) certain events of bankruptcy, insolvency or reorganization, or
court appointment of a receiver, liquidator or trustee of the Company.
If an Event of Default (other than an Event of Default described in
clause (f) above) under the Indenture with respect to Debentures occurs and is
continuing, then in every such case the Trustee or the holders of not less than
a majority in principal amount of a Series may declare the principal amount of
such Series to be due and payable immediately by written notice thereof to the
Company (and to the Trustee if given by the holders). If an Event of Default
described in clause (f) above shall occur, all Series will automatically, and
without any action by the Trustee or any holder, become immediately due and
payable. However, at any time after such a declaration of acceleration with
respect to a Series or all Series, (or of all Debentures and the Series B
Debentures as the case may be), has been made, but before a judgment or decree
for payment of the money due has been obtained by the Trustee, the holders of
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not less than a majority in outstanding principal amount of a Series (in the
case of a declaration of acceleration with respect to such Series) or the
holders of all Series, as the case may be, may rescind such declaration and its
consequences if (i) the Company shall have deposited with the Trustee all
required payments of the principal of and interest on such Series or all Series,
as the case may be, plus certain fees, expenses, disbursements and advances of
the Trustee, and (ii) all Events of Default, other than the non-payment of
accelerated principal (or specified portion thereof) or interest on such Series
or all Series be, have been cured or waived as provided in the Indenture. The
Indenture will also provide that the holders of not less than a majority in
outstanding principal amount of a Series may waive any past default with respect
to such Series and its consequences, except a default (i) in the payment of the
principal of or interest on a Series, or (ii) in respect of a covenant or
provision contained in the Indenture that cannot be modified or amended without
the consent of each holder of such Series.
Summaries of certain additional information relating to Defaults or
Events of Default, the exercise of remedies by the Trustee or holders of
Debentures and limitations thereon and related notices and waivers is set forth
in the portion of the Registration Statement which is incorporated herein.
Book Entry: Delivery and Form. The Debentures may be evidenced by one
or more global debentures (each, a "Global Debenture") which will be deposited
with, or on behalf of, the Debt Depositary and registered in the name of Cede &
Co. ("Cede") as the Debt Depositary's nominee.
So long as Cede, as the nominee of the Debt Depositary, is the
registered owner of a Global Debenture, Cede for all purposes will be considered
the sole holder of such Global Debenture. Except as otherwise provided in the
Indenture, owners of beneficial interests in a Global Debenture will not be
entitled to have certificates registered in their names, will not receive or be
entitled to receive physical delivery of certificates in definitive form, and
will not be considered the holders thereof.
Neither the Company nor the Trustee (or any registrar, paying agent or
conversion agent under the Indenture) will have any responsibility for the
performance of the Debt Depositary or its participants or indirect participants
of their respective obligations under the rules and procedures governing their
operations. The Debt Depositary has advised the Company that it will take any
action permitted to be taken by a holder of Debentures (including, without
limitation, the presentation of Debentures for exchange as described below) only
at the direction of one or more participants to whose account with the Debt
Depositary interests in a Global Debenture are credited, and only in respect of
the principal amount of the Debentures represented by a Global Debenture as to
which such participant or participants has or have given such direction.
The Debt Depositary has advised the Company as follows: the Debt
Depositary is a limited purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the Uniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The Debt Depositary was
created to hold securities for its participants and to facilitate the clearance
and settlement of securities transactions between participants through
electronic book-entry changes to accounts of its participants, thereby
eliminating the need for physical movement of certificates. Participants include
securities brokers and dealers, banks, trust companies and clearing corporations
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and may include certain other organizations. Certain of such participants (or
their representatives), together with other entities, own the Debt Depositary.
Indirect access to the Debt Depositary's systems is available to others such as
banks, brokers, dealers and trust companies that clear through, or maintain a
custodial relationship with, a participant, either directly or indirectly.
Ownership of beneficial interests in any Global Debenture will be
limited to persons that have accounts with the Debt Depositary ("participants")
or persons that may hold interests through participants. Upon the issuance of a
Global Debenture, the Debt Depositary will credit, on its book-entry
registration and transfer system, the participants' accounts with the respective
principal amounts of the Debenture represented by such Global Debenture
beneficially owned by such participants. The accounts to be credited will be
designated by any dealers, underwriters or agents participating in the
distribution of such Debentures. Ownership of beneficial interests in such
Global Debenture will be shown on, and the transfer of such ownership interests
will be effected only through, records maintained by the Debt Depositary (with
respect to interests of participants) and on the records of participants (with
respect to interests of persons holding through participants). The laws of some
states may require that certain purchasers of securities take physical delivery
of such securities in definitive form. Such limits and such laws may impair the
ability to own, transfer or pledge beneficial interests in a Global Debenture.
Each person owning a beneficial interest in a Global Debenture must
rely on the procedures of the Debt Depositary and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the Indenture. The
Company understands that under existing industry practices, if it requests any
action of holders or if an owner of a beneficial interest in a Global Debenture
desires to give or take any action which a holder is entitled to give or take
under the Indenture, the Debt Depositary would authorize the participants
holding the relevant beneficial interests to give or take such action, and such
participants would authorize beneficial owners owning through such participants
to give or take such action or would otherwise act upon the instructions of
beneficial owners holding through them.
Principal and interest payments on Debentures represented by a Global
Debenture registered in the name of the Debt Depositary or its nominee will be
made to the Debt Depositary or its nominee, as the case may be, as the
registered owner of such Global Debenture. None of the Company, the Trustee or
any other agent of the Company or agent of the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such Global
Debenture or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
The Company expects that the Debt Depositary for any Debentures
represented by a Global Debenture upon receipt of any payment of principal,
premium or interest in respect of such Global Debenture will immediately credit
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in such Global Debenture as shown on the records
of Debt Depositary. The Company also expects that payments by participants to
owners to beneficial interests in a Global Debenture held through such
participants will be governed by standing customer instructions and customary
practices, as is now the case with the securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such participants.
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If the Debt Depositary for any Debenture represented by a Global
Debenture is at any time unwilling or unable to continue as Debt Depositary or
ceases to be a clearing agency under the Exchange Act, and a successor Debt
Depositary registered as a clearing agency under the Exchange Act is not
appointed by the Company within 90 days, the Company will issue such Debentures
in definitive form in exchange for such Global Debenture. In addition, the
Company may at any time and in its sole discretion determine not to have any of
the Debentures represented by a Global Debenture and, in such event, will issue
Debentures in definitive form in exchange for the Global Debenture representing
such Debentures. Any Debentures issued in definitive form in exchange for a
Global Debenture will be registered in such name or names as the Debt Depositary
shall instruct the Trustee. It is expected that such instructions will be based
upon directions received by the Debt Depositary from participants with respect
to ownership of beneficial interests in the Global Debenture.
As of October 1, 1996, the Company's outstanding borrowings which would
constitute Senior Indebtedness were $346.3 million.
Item 2. Exhibits.
As required by Instruction I to Item 2, the following exhibits will be
supplied to the New York Stock Exchange and are filed herewith:
1. Indenture, dated September 20, 1996, between the Company and Fleet
National Bank, as trustee (Incorporated by reference to the form of
Indenture filed as Exhibit 4.1 to the Company's Registration Statement
on Form S-3, No. 333-02863).
The Form of Indenture has been modified as follows: (1) by dating it
September 20, 1996; (2) inserting the name and address of the Trustee
thereof (Fleet National Bank, One Federal Street, Boston, Massachusetts
02106); and (3) inserting "$25,000,000" in the blanks of Section 501
thereof.
2. First Supplemental Indenture relating to the Company's 7.5% Convertible
Subordinated Debentures, due 2003, Series A (the "Debentures") between
the Company and Fleet National Bank (Incorporated by reference to the
form of First Supplemental Indenture filed as Exhibit 4.1 to the
Company's Form 8-K dated October 1, 1996 filed with the Commission);
and
3. Form of Debenture (Incorporated by reference to Exhibit A of the form
of First Supplemental Indenture filed as Exhibit 4.1 to the Company's
Form 8-K dated October 1, 1996 filed with the Commission).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
HEALTH AND RETIREMENT PROPERTIES TRUST
Date: October 1, 1996 By:/s/ Ajay Saini
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Ajay Saini
Treasurer
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