UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
HOSPITALITY PROPERTIES TRUST
(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST, $.01 PAR VALUE
(Title of Class of Securities)
44106M 10 2
(CUSIP Number)
David J. Hegarty
Health and Retirement Properties Trust
400 Centre Street
Newton, MA 02158
(617) 332-3990
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 4, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 44106M 10 2 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Health and Retirement Properties Trust I.R.S. ID No. 04-6558834
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7 SOLE VOTING POWER
NUMBER OF
SHARES 4,000,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
4,000,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 44106M 10 2 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HRPT Advisors, Inc. I.R.S. ID No. 04-2932507
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 250,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
250,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 44106M 10 2 Page 4 of 8 Pages
Item 1. Security and issuer.
The class of equity securities to which this statement relates is the
Common Shares of Beneficial Interest, par value $0.01 ("Shares"), of Hospitality
Properties Trust, a Maryland real estate investment trust ("HPT"), with its
principal executive offices located at 400 Centre Street, Newton, Massachusetts
02158.
Item 2. Identify and background.
The persons filing this statement are Health and Retirement Properties
Trust, a Maryland real estate investment trust ("HRP"), and HRPT Advisors, Inc.,
a Delaware Corporation ("Advisors").
HRP's principal business is to operate as a real estate investment
trust. The principal office of HRP is located at 400 Centre Street, Newton
Massachusetts 02158. The Trustees of HRP are Dr. Bruce M. Gans, the Rev.
Justinian Manning, C.P., Ralph J. Watts, Gerard M. Martin and Barry M. Portnoy.
The executive officers of HRP are David J. Hegarty, President, Chief Operating
Officer and Secretary and Ajay Saini, Treasurer and Chief Financial Officer.
Advisors' principal business is real estate investments, for its own
account or by providing management services and investment advice to investors
such as HRP and HPT. The principal office of Advisors is located at 400 Centre
Street, Newton, Massachusetts 02158. The Directors of Advisors are David J.
Hegarty, Gerard M. Martin and Barry M. Portnoy. The executive officers of
Advisors are David J. Hegarty, President and Secretary, John G. Murray,
Executive Vice President and Chief Financial Officer, John A. Mannix, Vice
President, Thomas M. O'Brien, Vice President, Adam D. Portnoy, Vice President
and Ajay Saini, Treasurer. Advisors is owned by Messrs. Martin and Barry M.
Portnoy.
Each of the individuals listed above (i) is, except for Ajay Saini, a
citizen of the United States of America and (ii) has a business address at 400
Centre Street, Newton, Massachusetts 02158 and (iii) except for Dr. Gans, Rev.
Manning, Messrs. Martin and Portnoy and Mr. Watts is principally employed by
Advisors in the capacity specified above. Mr. Saini is a citizen of the Republic
of India and a resident of the United States. Mr. Murray also serves as the
President, Chief Operating Officer and Secretary of HPT. Mr. O'Brien also serves
as Treasurer and Chief Financial Officer of HPT. Mr. Adam D. Portnoy also serves
as the Vice President of HPT. Mr. Martin is a private investor in real estate
and Mr. Barry M. Portnoy is a partner in the law firm of Sullivan & Worcester,
LLP.
Neither HRP, Advisors nor any of the individuals specified above has,
during the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) been party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
<PAGE>
SCHEDULE 13D
CUSIP No. 44106M 10 2 Page 5 of 8 Pages
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and amount of funds or other consideration.
HRP acquired 40,000 Shares in connection with the formation of HPT at
an effective price of $1.1 million. On August 22, 1995, HRP acquired an
additional 3,960,000 Shares and paid the purchase price by canceling $99.0
million principal amount of indebtedness of HPT due to HRP.
On August 22, 1995, Advisors acquired 250,000 Shares at a purchase
price of $6.25 million.
Item 4. Purpose of transaction.
This amended statement is filed as a result of the Company's issuance
of an aggregate of 14,250,000 additional Shares on April 4 and April 11, 1996 in
a public offering, which resulted in a decrease in the percentage of outstanding
Shares beneficially owned by HRP and Advisors. The transactions listed above in
Item 3 were entered into principally for investment purposes.
Advisors is party to an agreement to provide advisory services to HPT
(the "Advisory Agreement"). Pursuant to the terms of the Advisory Agreement,
Advisors will be paid a base fee in cash and may earn an incentive fee payable
in Shares. Although HRP and Advisors have no present intention to do so, they
may make purchases of Shares from time to time, in the open market or in private
transactions, depending on their analysis of HPT's business, prospects and
financial condition, the market for such stock, other investment and business
opportunities available to them, general economic and stock market conditions,
proposals from time to time sought by or presented to them and other factors.
HRP and Advisors each intends to closely monitor their investment and may from
time to time take advantage of opportunities presented to them. HRP and Advisors
may in the future also formulate plans or proposals regarding HPT, including
possible future plans or proposals concerning events or transactions of the kind
described in paragraphs (a) through (j) below.
Depending upon HRP's and Advisors' continuing review of their
investments and various other factors, including those mentioned above, HRP
and/or Advisors may (subject to any applicable securities laws and lock up
agreements) decide to sell all or any part of the Shares, although they have no
current plans to do so.
Except as set forth in this Item 4, neither HRP nor Advisors has any
plans or proposals which would related to or result in:
<PAGE>
SCHEDULE 13D
CUSIP No. 44106M 10 2 Page 6 of 8 Pages
(a) The acquisition by any person of additional securities of HPT, or
the disposition of securities of HPT;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving HPT or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of HPT or any of
its subsidiaries;
(d) Any change in the present board of trustees or management of HPT
including any plans or proposals to change the number or terms of trustees or to
fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of HPT;
(f) Any other material change in HPT's business or corporate structure;
(g) Changes in HPT's declaration of trust, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of HPT by any person;
(h) Causing a class of securities of HPT to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) A class of equity securities of HPT becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in securities of the issuer.
(a) HRP currently holds 4,000,000 Shares, or 14.9% of the issued and
outstanding Shares. Advisors directly owns 250,000 Shares, or 0.9% of the issued
and outstanding Shares, and as HRP's investment advisor, may under applicable
regulatory definitions be deemed to beneficially own HRP's 4,000,000 Shares.
Advisors expressly disclaims any beneficial ownership of HRP's 4,000,000 Shares.
(b) HRP has sole power to vote or dispose of its 4,000,000 Shares and
Advisors has sole power to vote or dispose of its 250,000 Shares.
(c) No transactions in Shares have been effected during the past sixty
days by HRP or Advisors.
<PAGE>
SCHEDULE 13D
CUSIP No. 44106M 10 2 Page 7 of 8 Pages
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of
securities covered by this statement.
Item 6. Contracts, arrangements, understandings or relationships with
respect to securities of the issuer.
Each of HRP and Advisors entered into a "lock-up agreement" on August
22, 1995 with the representative of the underwriters (the "Representative") of
HPT's initial public offering of Shares pursuant to which HRP and Advisors
agreed not to directly or indirectly, offer, sell, contract to sell, grant any
option to purchase or otherwise in any manner, transfer all or a portion of
their Shares until August 16, 1997, without the prior consent of the
Representative.
The Advisory Agreement between HPT and Advisors requires Advisors to
use its best efforts to present to HPT a continuing and suitable investment
program consistent with the investment policies and objectives of HPT. The
Advisory Agreement provides for an annual advisory fee based upon HPT's average
invested capital, and an annual incentive fee based upon increases in HPT's cash
available for distribution to shareholders. The annual incentive fee, if any,
payable to Advisors will be paid in Shares.
The current term of the Advisory Agreement expires on December 31,
1996. Renewal or extension of the term thereof is subject to the periodic
approval of a majority of the Trustees who are not officers or otherwise
affiliated with HPT, HRP or Advisors (the "Independent Trustees").
Item 7. Material to be filed as exhibits.
The following documents are filed as exhibits to this statement:
1. Joint Filing Agreement*
2. HRP Lock-up Agreement dated August 22, 1995*
3. Advisors Lock-up Agreement dated August 22, 1995*
4. Advisory Agreement*
* Incorporated by reference to the filing persons' Schedule 13D
with respect to the securities of HPT filed September 9, 1995.
<PAGE>
SCHEDULE 13D
CUSIP No. 44106M 10 2 Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
current.
April 11, 1996 HEALTH AND RETIREMENT PROPERTIES TRUST
By: /s/ Ajay Saini
Title: Treasurer and Chief Financial Officer
April 11, 1996 HRPT ADVISORS, INC.
By: /s/ David J. Hegarty
Title: President and Secretary
