Filed Pursuant to Rule 424(b)(3)
File No. 333-47815
PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 6, 1998)
2,612,806 Shares
HRPT Properties Trust
(formerly known as Health and Retirement Properties Trust)
Common Shares of Beneficial Interest
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Effective July 1, 1998, the name of Health and Retirement Properties
Trust (the "Company") was changed to "HRPT Properties Trust". The Company's
trading symbol on the New York Stock Exchange, "HRP", remains unchanged.
The Prospectus dated May 6, 1998 of the Company is hereby supplemented
by amending and restating the section entitled "Selling Shareholders" 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.
(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
<PAGE>
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>
In addition to the foregoing, the term "Selling Shareholder" may
include pledgees and transferees (including by reason of transfer of gifts or
distributions) of other Selling Shareholders. A Selling Shareholder may from
time to time pledge all or a part of the Common Shares held by such Selling
Shareholder to one or more banks, brokerage houses or other lenders as
collateral for loans to such Selling Shareholder.
The Prospectus dated May 6, 1998 of the Company is hereby further
supplemented by amending and restating the section entitled "Plan of
Distribution" in its entirety as follows:
PLAN OF DISTRIBUTION
The Selling Shareholders have provided the Company with the following
information concerning the reoffer and resale of the Offered Shares. Sales of
the Offered Shares by the Selling Shareholders may be made from time to time in
one or more transactions, including block transactions, on the NYSE or any other
exchange or quotation system on which the Offered Shares may be listed or quoted
pursuant to and in accordance with the applicable rules of the exchanges, or in
the over the counter market, in negotiated transactions or in a combination of
any such methods of sale, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Offered Shares may be offered directly, to
or through agents designated from time to time, or to or through brokers or
dealers, or through any combination of these methods of sale. Such agents,
brokers or dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the Offered Shares for whom such broker-dealers may act as agents or to whom
they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). A member firm of an
exchange may be engaged to act as an agent in the sale of Offered Shares by the
Selling Shareholders.
GPI, one of the Selling Shareholders, has advised the Company that, as
of May 7, 1998, it effected a partial distribution of its Offered Shares to its
stockholders. See "Selling Shareholders." GPI may, from time to time, distribute
all or additional portions of its Offered Shares to its stockholders. At the
time such a distribution is made, to the extent required, a supplement to this
Prospectus will be distributed which will set forth the names and beneficial
ownership of Common Shares of such GPI stockholders receiving Offered Shares as
new Selling Shareholders hereunder.
A Selling Shareholder may from time to time pledge all or a part of the
Common Shares held by such Selling Shareholder to one or more banks, brokerage
houses or other lenders as collateral for loans to such Selling Shareholder. In
the event of a default by a Selling Shareholder on a loan which is secured by
the pledge of Common Shares, the lender may sell, or cause the Selling
Shareholder to sell on the lender's behalf, the pledged Common Shares pursuant
to the registration statement of which this Prospectus forms a part through
underwriters, dealers or agents who may receive compensation in the form of
underwriting discounts, concessions or commissions from the lender, the Selling
Shareholder and/or the purchasers of Common Shares for whom they may act as
agent.
The Selling Shareholders and any underwriters, dealers or agents that
participate in the distribution of the Offered Shares may be deemed to be
underwriters, and any profit on the sale of such Offered Shares by them and any
discounts, commissions or concessions received by any such underwriters, dealers
or agents might be deemed to be underwriting discounts and commissions under the
Securities Act. At the time
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<PAGE>
a particular underwritten offer of Offered Shares is made, to the extent
required, a supplement to this Prospectus will be distributed which will set
forth the aggregate amount of Offered Shares being offered and the terms of the
offering, including the name or names of any underwriters, dealers or agents,
and discounts, commissions and other items constituting compensation from the
Selling Shareholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers.
The Company and the Selling Shareholders entered into the Registration
Rights Agreement, pursuant to which the Company agreed to register the Offered
Shares held by the Selling Shareholders and maintain an effective registration
statement for a period of time after the registration statement is declared
effective by the Commission. The Offered Shares registered hereunder are being
registered pursuant to the Registration Rights Agreement. The Company agreed in
the Registration Rights Agreement to bear all expenses incurred by it in
connection with the reoffering and resale of the Offered Shares, excluding any
fees and disbursements of underwriters, brokers or dealers, underwriting
discounts and commissions, broker or dealer discounts, concessions or
commissions and certain expenses of the Selling Shareholders. Under the
Registration Rights Agreement, the Selling Shareholders will be indemnified by
the Company against certain civil liabilities, including liabilities under the
Securities Act, and the Company will be indemnified by the Selling Shareholders
against certain other civil liabilities, including liabilities under the
Securities Act.
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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 July 1, 1998.
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