SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 3, 1997
HEALTH AND RETIREMENT PROPERTIES TRUST
(Exact name of registrant as specified in 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
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
3(i).1 Amendment, effective March 3, 1997, to Health and Retirement
Properties Trust's Amended and Restated Declaration of Trust
providing for an increase in the authorized common shares of
beneficial interest, $.01 par value per share, from
100,000,000 to 125,000,000.
23.1 Consent of Arthur Andersen LLP.
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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: March 3, 1997
EXHIBIT 3(i).1
HEALTH AND RETIREMENT PROPERTIES TRUST
AMENDMENT TO
THIRD AMENDMENT AND RESTATEMENT OF
DECLARATION OF TRUST
DATED JULY 1, 1994
The undersigned, being at least a majority of the Trustees of Health and
Retirement Properties Trust, a Maryland real estate investment trust having its
principal office in Baltimore City, Maryland (hereinafter called the "Trust"),
hereby certify to the Maryland State Department of Assessments and Taxation
that:
FIRST: The Trust desires to amend its Third Amendment and Restatement of
Declaration of Trust as currently in effect (the "Declaration of Trust").
Pursuant to the authority granted under Section 8-203(a)(7) of the Maryland
Annotated Code by Section 6.1 of the Declaration of Trust, the amendment was
approved by all of the Trustees of the Trust, and no shareholder approval was
required.
SECOND: The Declaration of Trust is hereby amended by replacing the first
paragraph of Section 6.1 with the following:
6.1 Description of Shares. The interest of the Shareholders shall be
divided into 175,000,000 shares of beneficial interest which shall be known
collectively as "Shares," all of which shall be validly issued, fully paid
and non-assessable by the Trust upon receipt of full consideration for
which they have been issued or without additional consideration if issued
by way of share dividend or share split. There shall be two classes of
Shares: 50,000,000 of one such class shall be known as "Preferred Shares"
and 125,000,000 shares of the other such class shall be known as "Common
Shares," each such class having $0.01 par value per share. Each holder of
Shares shall as a result thereof be deemed to have agreed to and be bound
by the terms of this Declaration. The Shares may be issued for such
consideration as the Trustees shall deem advisable. The Trustees are hereby
expressly authorized at any time, and from time to time, to provide for
issuance of Shares upon such terms and conditions and pursuant to such
agreements as the Trustees may determine. The Trustees are hereby expressly
authorized at any time, and from time to time, without Shareholder
approval, to amend this Declaration to increase or decrease the aggregate
number of Shares or the number of Shares of any class that the Trust has
authority to issue.
THIRD: (a) As of immediately before this amendment, the total number of
shares of beneficial interest of all classes which the Trust has authority to
issue is 150,000,000 shares of which 100,000,000 shares are Common Shares (par
value $.01 per share) and 50,000,000 shares of which are Preferred Shares (par
value $.01 per share).
(b) As amended, the total number of shares of beneficial interest of all
classes which the Trust has authority to issue is 175,000,000 shares of which
125,000,000 shares are Common Shares (par value $.01 per share) and 50,000,000
shares of which are Preferred Shares (par value $.01 per share).
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(c) The aggregate par of all shares having a par value is $1,500,000 before
the amendment and $1,750,000 after the amendment.
(e) The shares of beneficial interest of the Trust are divided into
classes, but the descriptions of each class of shares of beneficial interest of
the Trust are not changed by the amendment.
FOURTH: The Board of Trustees of the Trust, under the authority granted pursuant
to Section 6.1 of the Declaration, by unanimous written consent dated February
25, 1997, adopted a resolution which approved the foregoing amendment to the
Declaration of Trust and directed that said amendment be filed with the Maryland
State Department of Assessments and Taxation.
IN WITNESS WHEREOF, Health and Retirement Properties Trust has caused these
presents to be signed in its name and on its behalf by the undersigned, being at
least a majority of the Trustees of the Trust, who executed this instrument as
of February 27, 1997.
/s/ Gerard M. Martin /s/ Barry M. Portnoy
Gerard M. Martin Barry M. Portnoy
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Rev. Justinian Manning, C.P.
STATE OF MASSACHUSETTS )
)
COUNTY OF SUFFOLK )
On February 27, 1997 before me Laura A. Morgan, a Notary Public in and for said
State, personally appeared Gerard M. Martin and Barry M. Portnoy known to me or
proved to me on the basis of satisfactory evidence, to be the person whose names
are subscribed to the within instrument and acknowledged that each of them
executed the same.
WITNESS my hand and official seal.
Signature /s/ Laura A. Morgan
Notary Public
Laura A. Morgan, Notary Public, My Commission Expires February 7, 2003
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(c) The aggregate par of all shares having a par value is $1,500,000 before
the amendment and $1,750,000 after the amendment.
(e) The shares of beneficial interest of the Trust are divided into
classes, but the descriptions of each class of shares of beneficial interest of
the Trust are not changed by the amendment.
FOURTH: The Board of Trustees of the Trust, under the authority granted pursuant
to Section 6.1 of the Declaration, by unanimous written consent dated February
25, 1997, adopted a resolution which approved the foregoing amendment to the
Declaration of Trust and directed that said amendment be filed with the Maryland
State Department of Assessments and Taxation.
IN WITNESS WHEREOF, Health and Retirement Properties Trust has caused these
presents to be signed in its name and on its behalf by the undersigned, being at
least a majority of the Trustees of the Trust, who executed this instrument as
of February 27, 1997.
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Gerard M. Martin Barry M. Portnoy
/s/ Rev. Justinian Manning, C.P.
Rev. Justinian Manning, C.P.
STATE OF MASSACHUSETTS )
)
COUNTY OF SUFFOLK )
On February 27, 1997 before me Laura A. Morgan, a Notary Public in and for said
State, personally appeared Justinian Manning, known to me or proved to me on the
basis of satisfactory evidence, to be the person whose names are subscribed to
the within instrument and acknowledged that each of them executed the same.
WITNESS my hand and official seal.
Signature /s/ Laura A. Morgan
Notary Public
Laura A. Morgan, Notary Public, My Commission Expires February 7, 2003
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
January 10, 1997, included in Health and Retirement Properties Trust's Form 8-K
dated February 17, 1997, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Washington, D.C.
February 28, 1997
