SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 1997
HEALTH AND RETIREMENT PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 1-9317 04-6558834
(State or other (Commission (IRS Employer
jurisdiction of ) File Number) Identification No.)
incorporation)
400 Centre Street, Newton, MA 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.
(a) Financial Statements Under Rule 3-14 of Regulation S-X
Audited Statement of Revenue and Certain Expenses for Seven West
Associates, LLC for the Period January 28, 1996 through January 25,
1997
Audited Historical Summary of Gross Income and Direct Operating
Expenses for Two Medical Office Buildings and Two Parking Structures
for the Year Ended December 31, 1996.
As previously disclosed on Form 8-K dated October 16, 1997,
Health and Retirement Properties Trust and subsidiaries (the "Company")
acquired two medical office buildings and two garages located in Los
Angeles, California and a medical office building located in New York
City, New York. Neither the Company nor its affiliates were related to
any of the sellers of these properties. The factors considered by the
Company in determining the purchase price paid for these properties
include, among others, the following:
(i) the historical and projected rents received and likely to be
received from the properties,
(ii) the historic and expected operating expenses, including real
estate taxes, incurred and expected to be incurred at the
properties,
(iii) the credit quality and nature of the existing tenants
(iv) the existing lease terms and renewal options of the leases in
place,
(v) the market demand for similar space, the rent rates being paid
compared to existing rents being paid in the building, and
opportunities for alternative and new tenancies,
(vi) the physical location and condition of the properties, the
need for repairs and likely cost of repairs,
(vii) the expected tenant inducements (such as free rent, tenant
improvement allowances, etc.) which might be necessary to fill
vacant space or renew leases, and
(viii) the pricing of comparable properties as evidenced by recent
arms-length market sales.
The Company, after investigation of the properties, is not
aware of any material factors, other than those enumerated above, which
would cause the financial information reported not to be necessarily
indicative of future operating results.
(b) Pro Forma Financial and Other Data
Pro Forma Balance Sheet as of September 30, 1997
Pro Forma Statement of Income for the Nine Months Ended September 30,
1997
Pro Forma Statement of Income for the Year Ended December 31, 1996
(c) Exhibits
23.1 Consent of Ernst & Young LLP
23.2 Consent of Deloitte & Touche LLP
<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/ Ajay Saini
Ajay Saini, Treasurer and Chief
Financial Officer
Date: December 12, 1997
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Trustees
Health & Retirement Properties Trust
We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses (the "Historical Summary") for two medical office buildings
and two parking structures (the "Property") owned by Wright-Carlyle Partners
("W-C") for the year ended December 31, 1996. This Historical Summary is the
responsibility of the Property's management. Our responsibility is to express an
opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Historical Summary. An audit also includes assessing the
basis of accounting used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission for
inclusion in Form 8-K of Health & Retirement Properties Trust as described in
Note 1, and are not intended to be a complete presentation of the Property's
revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
Note 1 of the Property for the period ended December 31, 1996, in conformity
with generally accepted accounting principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
September 12, 1997
<PAGE>
Historical Summary of Gross Income and Direct Operating Expenses for
Two Medical Office Buildings and Two Parking Structures
Owned By Wright-Carlyle Partners
For the year ended December 31, 1996
Gross Income
Rental $12,395,034
Parking 3,516,004
-----------
15,911,038
-----------
Direct Operating Expenses
Rental Property Operating Expenses 2,719,424
Parking Operating Expenses 860,001
Real Estate Taxes and Insurance 631,087
General and Administrative 870,987
-----------
5,081,499
-----------
Gross Income in Excess of Direct Operating Expenses $10,829,539
===========
See accompanying notes.
<PAGE>
Notes to Historical Summary of Gross Income
and Direct Operating Expenses
1. General Information and Summary of Significant Accounting Policies:
Wright-Carlyle Partners (a general partnership) ("W-C") owns and operates a
leasehold interest in two medical office buildings and two parking
structures located in Los Angeles, California (the "Property"). The
partners are Carlyle Real Estate Limited Partnership - IX ("Carlyle") and
Medical Office Buildings, Ltd. ("MOB"). Carlyle and MOB are both general
partners. Effective March 28, 1997, MOB acquired Carlyle's partnership
interest in W-C and, thereafter, entered into a Contribution Agreement with
Health & Retirement Properties Trust ("HRPT") under which MOB contributed
to a new partnership its interest in the Property.
The accompanying Historical Summary has been prepared in accordance with
Rule 3-14 of Regulation S-X of the Securities and Exchange Commission for
inclusion in Form 8-K of HRPT. Accordingly, certain historical expenses
which may not be comparable to the expenses expected to be incurred in the
proposed future operations of the Property have been excluded. Excluded
expenses consist of depreciation and amortization, interest expense, and
ground lease costs not directly related to the future operations of the
Property.
Rental income is recognized on a straight line basis over the term of the
related leases.
2. Leases
W-C, as lessor, has entered into non-cancelable operating leases at the
Property. Minimum future rentals under the leases in effect at December 31,
1996 are summarized as follows:
Year
----
1997 $ 10,957,000
1998 9,031,000
1999 5,610,000
2000 2,541,000
2001 1,711,000
Thereafter 1,748,000
-------------
$ 31,598,000
=============
The leases on the Property are generally for a term of at least
6 months and provide for operating expense, real estate tax escalations and, in
certain cases, increases in minimum rent.
<PAGE>
3. Related Party Transactions
W-C has contracted with Wright Runstad Associates Limited Partnership, an
affiliated company, to provide services related to building management and
leasing. W-C paid or accrued the following for the year ended December 31,
1996:
Management fee $393,000
Lease commissions 89,000
Reimbursables 411,000
--------
$893,000
========
<PAGE>
[Deloitte & Touche LLP Letterhead]
INDEPENDENT AUDITORS' REPORT
Seven West Associates, LLC:
We have audited the accompanying statement of revenues and certain expenses of
Seven West Associates, LLC, formerly Seven West 34th Street Development Corp.,
(the "Company") for the period January 28, 1996 through January 25, 1997. This
financial statement is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain expenses was prepared in
compliance with the rules and regulations of the Securities and Exchange
Commission (for inclusion in the filing of form 8-K of Health and Retirement
Properties Trust, the acquirer) and as described in Note 1, are not intended to
be a complete presentation of the Seven West Associates, LLC's revenue and
expenses.
In our opinion, such financial statement presents fairly, in all material
respects, the revenues and certain expenses, as described in Note 1, for the
period January 28, 1996 through January 25, 1997 in conformity with generally
accepted accounting principles.
/s/ Deloitte & Touche LLP
April 9, 1997
<PAGE>
SEVEN WEST ASSOCIATES, LLC
STATEMENT OF REVENUES AND CERTAIN EXPENSES
PERIOD JANUARY 28, 1996 THROUGH JANUARY 25, 1997
REVENUES
Rent from properties $12,176,341
Reimbursement of operating costs 2,097,348
Interest Income 81,695
Other 5,449
-----------
Total 14,360,833
-----------
CERTAIN EXPENSES
Rental property operating expenses 2,761,348
Real estate taxes and insurance 2,058,962
General and administrative 34,219
-----------
Total 4,854,529
-----------
REVENUES IN EXCESS OF CERTAIN EXPENSES $ 9,506,304
===========
See notes to financial statement
<PAGE>
SEVEN WEST ASSOCIATES, LLC
NOTES TO FINANCIAL STATEMENT
PERIOD JANUARY 28, 1996 THROUGH JANUARY 25, 1997
1. GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Seven West Associates, LLC, formerly, Seven West 34th Street
Development Corp. (the "Company") is wholly-owned by Orchid Properties,
Inc. The Company owns and operates an office building and related land
in New York City.
The accompanying statement of revenues and certain expenses is
presented in conformity with Rule 3-14 of Regulation S-X of the
Securities and Exchange Commission. Accordingly, the statement is not
representative of the actual operations for the period January 28, 1996
through January 25, 1997 as certain expenses which may not be
comparable to the expenses expected to be incurred in the proposed
future operations of the Company have been excluded. Expenses excluded
consist of interest, depreciation and amortization and other costs not
directly related to the future operations of the Company.
Rental income is recognized on a straight line basis over the term of
the related leases.
2. LEASES
The Company, as lessor, have entered into non-cancelable operating
leases involving land and building. The leases expire through the year
2011 and provide for aggregate minimum rentals as follows:
Year Ending
January 25,
1998 $ 12,326,317
1999 12,580,977
2000 12,580,977
2001 12,718,544
2002 13,265,927
Thereafter 87,894,074
-------------
Total $ 151,366,816
=============
The leases also provide for payment by the tenants of certain occupancy related
expenses, and certain leases contain renewal options. As of January 25, 1997,
approximately 51% all of the rentable space has been leased to a single tenant
<PAGE>
HEALTH AND RETIREMENT PROPERTIES TRUST
Unaudited Pro Forma Financial Statements
The following unaudited pro forma balance sheet as of September 30,
1997 and the statement of income for the nine months ended September 30, 1997
and the year ended December 31, 1996, present the financial position and the
results of operations of the Company as if the transactions described in the
Notes to unaudited financial statements were consummated on January 1, 1996.
This unaudited pro forma financial statement should be read in connection with,
and is qualified in its entirety by reference to, the separate financial
statements of the Company and of the Seller of the Government Office Properties,
each for the year ended December 31, 1996, included in the Company's Current
Report on Form 8-K dated February 17, 1997 and the financial statements of the
Company for the quarter ended September 30, 1997 included in the Company's
Quarterly Report on Form 10-Q. This unaudited pro forma financial statement is
not necessarily indicative of the expected results of operations of the Company
for any future period. Differences could result from, among other
considerations, future changes in the Company's portfolio of investments,
changes in interest rates, changes in the capital structure of the Company,
delays in the acquisition of certain properties and changes in property level
operating expenses.
<PAGE>
<TABLE>
<CAPTION>
Health and Retirement Properties Trust
Pro Forma Balance Sheets
September 30, 1997
(dollars in thousands)
(unaudited)
Recent
West 34th Acquisi-
Historical Street (A) tions (B) Pro Forma
---------- --------- --------- ----------
ASSETS
<S> <C> <C> <C> <C>
Real estate properties, at cost:
Land, buildings and improvements ................................ $1,621,522 $ 110,750 $ 202,200 $1,934,472
---------- --------- --------- ----------
1,621,522 110,750 202,200 1,934,472
Less accumulated depreciation ................................... 99,746 0 0 99,746
---------- --------- --------- ----------
1,521,776 110,750 202,200 1,834,726
Real estate mortgages, net .......................................... 116,941 0 0 116,941
Investment in Hospitality Properties Trust .......................... 102,465 0 0 102,465
Cash and cash equivalents ........................................... 71,765 (46,368) (8,764) 16,633
Interest and rent receivables ....................................... 19,722 0 0 19,722
Deferred interest and finance costs, net and other assets ........... 18,625 (4,901) (250) 13,474
========== ========= ========= ==========
$1,851,294 $ 59,481 $ 193,186 $2,103,961
========== ========= ========= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Bank notes payable .................................................. $ 100,000 $ 59,000 $ 191,000 $ 350,000
Senior notes and bonds payable, net ................................. 200,000 0 0 200,000
Mortgage notes payable .............................................. 26,941 0 0 26,941
Convertible subordinated debentures ................................. 211,650 0 0 211,650
Accounts payable and accrued expenses ............................... 35,616 481 1,436 37,533
Prepaid rents ....................................................... 7,077 0 0 7,077
Security deposits ................................................... 2,872 0 750 3,622
Due to affiliates ................................................... 1,336 0 0 1,336
Dividend payable .................................................... 36,571 0 0 36,571
Shareholders' equity: ............................................... 0
Preferred shares, $.01 par value: none issued .................... 0 0 0 0
Common shares of beneficial interest, $.01 par value:
125 million shares authorized, 98.7 million shares
and 98.8 million pro forma shares issued and
outstanding, respectively 988 0 0 988
Additional paid-in capital ....................................... 1,370,730 0 0 1,370,730
Cumulative net income ............................................ 383,775 0 0 383,775
Dividends ........................................................ (526,262) 0 0 (526,262)
---------- --------- --------- ----------
Total shareholders' equity .............................. 1,229,231 0 0 1,229,231
---------- --------- --------- ----------
$1,851,294 $ 59,481 $ 193,186 $2,103,961
========== ========= ========= ==========
0 0 0 0
<FN>
See accompanying notes
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Health and Retirement Properties Trust
Proforma Statements of Income
Year Ended December 31, 1996
(amounts in thousands, except per share data)
(unaudited)
HRPT GPI
------------------ ------------------- Recent
Acquisi- Acquisi- West 34th Acquisi- Pro Forma
Historical tions (H) Historical tions (I) CSMC (J) Street (K) tions (L) Adjustments Pro Forma
-------- -------- -------- -------- -------- -------- -------- -------- --------
Revenues:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Rental income $ 98,039 $ 31,212 $ 36,523 $ 15,055 $ 15,911 $ 14,361 $ 21,057 $ 0 $232,158
Interest income 22,144 (396) 780 0 0 0 0 0 22,528
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total revenues 120,183 30,816 37,303 15,055 15,911 14,361 21,057 0 254,686
-------- -------- -------- -------- -------- -------- -------- -------- --------
Expenses:
Operating 3,776 1,600 8,657 5,605 5,081 4,855 8,880 1,073 (M) 39,527
Interest 22,545 15,947 28,730 8,313 7,053 3,835 8,388 (45,086)(N) 49,725
Depreciation and amortization 22,106 6,467 6,357 1,174 2,441 2,492 3,109 932 (O) 45,078
General and administrative 7,055 1,402 5,570 0 543 554 692 (3,486)(M) 12,330
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total expenses 55,482 25,416 49,314 15,092 15,118 11,736 21,069 (46,567) 146,660
-------- -------- -------- -------- -------- -------- -------- -------- --------
Income before equity income and
extraordinary item
64,701 5,400 (12,011) (37) 793 2,625 (12) 46,567 108,026
Equity in earnings of Hospitality
Properties Trust 8,860 8,860
Gain on equity transaction of
Hospitality Properties Trust 3,603 0 0 0 0 0 0 0 3,603
-------- -------- -------- -------- -------- -------- -------- -------- --------
Income before gain (loss) on sale
of properties and extraordinary
item $ 77,164 $ 5,400 $(12,011) $ (37) $ 793 $ 2,625 $ (12) $ 46,567 $120,489
-------- -------- -------- -------- -------- -------- -------- -------- --------
Average shares outstanding 66,255 98,838
Per share data:
Net income $ 1.16 $ 1.22
<FN>
See accompanying notes
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Health and Retirement Properties Trust
Proforma Statements of Income
Nine months ended September 30, 1997
(amounts in thousands, except per share data)
(unaudited)
Second Third
Quarter Quarter Recent
Acquisi- Acquisi- West 34th Acquisi-
Historical GPI (C) CSMC (D) tions(E) tions(E) Street(F) tions(G) Pro Forma
------- ------- ------- ------- ------- ------- ------- --------
Revenues:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Rental income $129,518 $12,235 $ 6,831 $ 2,948 $ 3,179 $10,771 $18,900 $184,382
Interest income 16,177 (268) 0 0 0 0 0 15,909
------- ------- ------- ------- ------- ------- ------- -------
Total revenues 145,695 11,967 6,831 2,948 3,179 10,771 18,900 200,291
------- ------- ------- ------- ------- ------- ------- -------
Expenses:
Operating 16,961 3,732 1,910 0 954 3,641 7,593 34,791
Interest 24,955 (1,366) 3,232 1,087 1,463 2,876 7,847 40,094
Depreciation and amortization 26,633 3,365 1,119 627 501 1,869 2,902 37,016
General and administrative 8,148 1,579 249 139 111 415 645 11,286
------- ------- ------- ------- ------- ------- ------- -------
Total expenses 76,697 7,310 6,510 1,853 3,029 8,801 18,987 123,187
------- ------- ------- ------- ------- ------- ------- -------
Income before equity in earnings of income
Hospitality Properties Trust and
before extraordinary item 68,998 4,657 321 1,095 150 1,970 (87) 77,104
Equity in earnings of Hospitality Properties Trust 6,683 0 0 0 0 0 0 6,683
------- ------- ------- ------- ------- ------- ------- -------
Net income before extraordinary item $ 75,681 $ 4,657 $ 321 $ 1,095 $ 150 $ 1,970 $ (87) $ 83,787
------- ------- ------- ------- ------- ------- ------- -------
Average shares outstanding 89,918 98,838
Per share data:
Net income $ 0.84 $ 0.85
<FN>
See accompanying notes
</FN>
</TABLE>
<PAGE>
Notes To Unaudited Pro Forma Financial Statements
Pro Forma Balance Sheet Adjustments at September 30, 1997.
A. Represents the acquisition, on October 1, 1997, of a medical office
property located at 7 West 34th Street in New York, New York ("West 34th
Street"). This acquisition was funded with available cash and by drawing
under the Company's existing revolving line of credit.
B. Represents the Company's acquisitions, during November 1997 and December
1997, of a medical office property located in Pennsylvania, a medical
office property located in Colorado, a medical office property located in
Maryland, a medical office property located in Rhode Island, five
commercial office properties located in Austin, Texas and three medical
office properties located in Anaheim, California (collectively, "Recent
Acquisitions"). The Recent Acquisitions were funded with available cash and
by drawings under the Company's existing revolving line of credit.
Pro Forma Statement of Income adjustments for the Nine months Ended September
30, 1997.
C. Represents the increase in rental income, operating expenses, depreciation
and amortization and general and administrative expenses arising from the
Company's acquisition of the government office properties ("GPI") from
Government Property Investors, Inc. ("Seller"). Also reflects the decrease
in interest expense arising from the Company's issuance of its shares
pursuant to a common stock offering in March 1997, proceeds of which were
used in part to repay amounts then outstanding under the Company's
revolving line of credit, net of an increase in interest expense related to
the Company's assumption of certain debt in connection with the acquisition
of the GPI.
D. Represents the increase in rental income, operating expenses, depreciation
and amortization and general and administrative expenses arising from the
Company's acquisition of two medical office properties and two parking
structures located in Los Angeles, California, ("CSMC") as well as the
increase in interest expense due to the use of the Company's revolving line
of credit to fund this acquisition.
E. Represents the increase in rental income, operating expenses, depreciation
and amortization and general and administrative expenses arising from the
Company's acquisition of a 200 unit retirement housing property located in
Spokane, Washington and 20 medical office clinics and ancillary structures
located in Massachusetts and three medical and two commercial office
buildings located in Pennsylvania as well as the increase in interest
expense due to the use of the Company's revolving line of credit to fund
these acquisitions.
F. Represents the increase in rental income, operating expenses, depreciation
and amortization and general and administrative expenses arising from the
Company's acquisition of West 34th Street, as well as the increase in
interest expense due to the use of the Company's revolving line of credit
to fund the acquisition.
G. Represents the increase in rental income, operating expenses, depreciation
and amortization and general and administrative expenses arising from the
Company's Recent Acquisitions as well as the increase in interest expense
due to the use of the Company's revolving line of credit to fund these
acquisitions.
<PAGE>
Pro Forma Statement of Income adjustments for the Year Ended December 31, 1996.
H. Represents the increase in rental income, operating expenses, interest
expense, depreciation and amortization and general and administrative
expenses arising from the Company's acquisitions completed during 1996 and
certain acquisitions completed during the nine months ended September 30,
1997, assuming the contractual rents were in effect since January 1, 1996.
Property level expense adjustments represent annualized historical
operating expenses for gross leased properties acquired. Depreciation
expense adjustments assume an average building life of 40 years. Also
assumes a reduction in interest income from the use of cash on hand to
fund, in part, these acquisitions.
I. Represents the increase in rental income, operating expenses, interest
expense, depreciation and amortization and general and administrative
expenses arising from the Seller's acquisitions completed during 1996 and
acquisitions completed by the Company during the nine months ended
September 30, 1997, assuming the contractual rents were in effect since
January 1, 1996. Property level expense adjustments are established for the
purpose of this pro-forma presentation as equal to percentage of rents
which is the same percentage of rents as was represented by property level
operating expenses for the properties which were owned by the Seller during
1996. Depreciation expense adjustments assume an average building life of
40 years.
J. Represents the historical rental income and operating expenses for the
Company's acquisition of CSMC. Also represents adjustments resulting from
the acquisition for interest expense due to the use of the Company's
revolving line of credit to fund the acquisition, depreciation expense
adjustments assuming an average building life of 40 years as well as
increases in general and administrative expenses.
K. Represents the historical rental income and operating expenses for the
Company's acquisition of West 34th Street. Also represents adjustments
resulting from the acquisition for interest expense due to the use of the
Company's revolving line of credit to fund the acquisition, depreciation
expense assuming an average building life of 40 years as well as increase
in general and administrative expenses.
L. Represents the increase in rental income, operating expenses, depreciation
and amortization and general and administrative expenses arising from the
Recent Acquisitions, as well as the increase in interest expense due to the
use of the Company's revolving line of credit to fund these acquisitions.
M. Represents the net reduction in operating and administrative expenses
arising from the differences in the Company's cost structure (which include
the full year's effect of general and administrative and property
management services) and the cost structure of GPI (which included the
employment of separate property management companies for certain of the
government office properties under separate fee arrangements and cost
related to administrative financial, acquisition and other activities
performed by GPI's management) and the cost structure of the other
properties acquired in 1997.
N. Represents the reduction of interest expense arising from the Company's
repayment of the GPI mortgage and affiliate debt, excluding $27,588 of
mortgage debt that was not repaid in connection with the acquisition of GPI
O. Represents the effect on the depreciation expense arising from the
adjustment of GPI's historical basis in existing assets to the Company's
basis at acquisition.
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in Post-effective Amendment No.1 to
the Registration Statement (Form S-3 No. 33-62135) of Health and Retirement
Properties Trust and in the related Prospectus; in the Registration Statement
(Form S-3 No. 333-26887) of Health and Retirement Properties Trust and in the
related Prospectus; and in Registration Statement (Form S-3 No. 333-34823) of
Health and Retirement Properties Trust and in the related Prospectus, of our
report dated September 12, 1997, with respect to the Historical Summary of Gross
Income and Direct Operating Expenses of two medical office buildings and two
parking structures owned by Wright-Carlyle Partners, included in this Form 8-K.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Boston, Massachusetts
December 11, 1997
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statements of
the Health and Retirement Properties Trust on Forms S-3, Registration Nos.
333-34823, 333-26887 and 33-62135 of our report dated April 9, 1997, as included
in this Form 8-K.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
New York, New York
December 11, 1997
