Filed Pursuant to Rule 424(b)(3)
File No. 333-47815
PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 6, 1998)
2,612,806 Shares
Health and Retirement Properties Trust
Common Shares of Beneficial Interest
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As described in the accompanying Prospectus with respect to the reoffer
and resale by certain selling shareholders described therein of common shares of
beneficial interest (the "Common Shares," and such Common Shares to be
reofferred and resold, the "Offered Shares") of Health and Retirement Properties
Trust (the "Company"), one of the selling shareholders, Government Property
Investors, Inc. ("GPI"), expected to distribute all or a portion of its Offered
Shares to its stockholders. (See "Plan of Distribution" in the accompanying
Prospectus.) GPI has advised the Company that a partial distribution of Offered
Shares was effected as of May 7, 1998. As a result of such distribution, the
section of the accompanying Prospectus entitled "Selling Shareholders" is hereby
amended and restated in its entirety as follows:
SELLING SHAREHOLDERS
The following table sets forth certain information as of May 8, 1998
with respect to the number of Common Shares beneficially owned by each Selling
Shareholder prior to the offering and the maximum number of Common Shares being
offered hereby. Because the Selling Shareholders may offer all, a portion or
none of the Common Shares offered pursuant to this Prospectus, no estimate can
be given as to the number of Common Shares that will be held by each Selling
Shareholder upon termination of the offering. See "Plan of Distribution." To the
extent required, the names of any agent, dealer, broker or underwriter
participating in any such sales and any applicable commission or discount with
respect to the sale will be set forth in a supplement to this Prospectus. The
Common Shares offered by means of this Prospectus may be offered from time to
time by the Selling Shareholders named in the following table:
<TABLE>
<CAPTION>
Number of Common Shares Maximum Number of
Beneficially Owned Prior to the Common Shares Being
Name of Selling Shareholder Offering Offered
- ------------------------------------------------- ----------------------------------- ----------------------------
<S> <C> <C>
Government Property Investors, Inc. 294,589 42,590
("GPI") (1)(2)
The 1818 Fund II, L.P. ("The 1818 Fund") 1,934,923 1,934,923
(1)(3)
Other Selling Shareholders (4) 635,293 635,293
<FN>
(1) The 1818 Fund and Rosecliff Realty, L.P. ("RRLP"), collectively, own substantially all of the outstanding capital stock of GPI.
In addition, pursuant to GPI's Plan of Liquidation, designees of The 1818 Fund and RRLP are the liquidators of GPI. As a
result, in addition to the Common Shares owned by The 1818 Fund directly, The 1818 Fund may be deemed to have joint voting and
investment power with RRLP with respect to the Common Shares owned by GPI.
(2) RRLP is a Delaware limited partnership controlled by its general partner, Rosecliff-GovProp Holdings, Inc., which is 100% owned
by Peter T. Joseph. Accordingly, Mr. Joseph may be deemed to beneficially own the Common Shares beneficially owned by RRLP.
<PAGE>
(3) The 1818 Fund is a Delaware limited partnership. The general and managing partner of The 1818 Fund is Brown Brothers Harriman &
Co., a New York partnership, which has designated its partners T. Michael Long and Lawrence C. Tucker as the sole and exclusive
partners having voting power and investment power with respect to the Common Shares that are held by The 1818 Fund.
(4) These Selling Shareholders are direct or indirect shareholders of GPI who received their Common Shares from GPI.
</FN>
</TABLE>
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is May 8, 1998.
