UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 2 )*
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)
January 9, 1998
(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 o.
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.
(Continued on following pages)
(Page 1 of 6 Pages)
* 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 6 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)
10.28%
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 44106M 10 2 Page 3 of 6 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 280,526
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
280,526
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,280,526
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 44106M 10 2 Page 4 of 6 Pages
The persons filing this amendment are Health and Retirement Properties
Trust, a Maryland real estate investment trust ("HRP"), and HRPT Advisors, Inc.,
a Delaware Corporation ("Advisors"). Terms used in this amendment without
definition are used as defined in the Schedule 13D to which this amendment
relates (the "Schedule").
This amendment is filed as a result of (i) the Company's public
offering of Common Shares of Beneficial Interest, par value $.01 ("Shares"), in
which it issued 12,000,000 additional Shares on December 12, 1997 and in which
the underwriters' overallotment option expired on January 9, 1998, and (ii) the
Company's issuance of 15,931 Shares to Advisors on February 4, 1998 pursuant to
the Advisory Agreement.
The Schedule is hereby amended as follows:
Item 1. Identify and background.
Item 1 of the Schedule is hereby amended to state that the Directors of
Advisors are Gerard M. Martin and Barry M. Portnoy and that the executive
officers of Advisors are Gerard M. Martin, President, Barry M. Portnoy, Vice
President, Thomas M. O'Brien, Vice President and David J. Hegarty, Treasurer.
Item 3. Source and amount of funds or other consideration.
Item 3 of the Schedule is hereby amended by adding the following
sentence at the end thereof: "On February 4, 1998, Advisors acquired 15,931
Shares as an incentive fee pursuant to the investment advisory agreement between
HPT and Advisors referred to below."
Item 5. Interest in securities of the issuer.
Item 5 of the Schedule is hereby amended and restated in its entirety
as follows:
"(a) HRP currently holds 4,000,000 Shares, or 10.28% of the
issued and outstanding Shares. Advisors directly owns 280,526 Shares,
or 0.72% of the issued and outstanding Shares and 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 280,526
Shares.
(c) Except as described in Item 3, as amended, 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 5 of 6 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.
Item 6 of the Schedule is hereby amended to add the following at the
end thereof:
"Each of HRP and Advisors entered into a "lock-up agreement" on
December 9, 1997 with the representative of the underwriters (the
"Representative") of HPT's public offering of Shares commencing in December 1997
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 March 9, 1998, without the prior
consent of the Representative."
Item 7. Material to be filed as exhibits.
The following documents are filed as additional exhibits to the
Schedule:
5. HRP Lock-up Agreement dated December 9, 1997
6. Advisors Lock-up Agreement dated December 9, 1997
<PAGE>
SCHEDULE 13D
CUSIP No. 44106M 10 2 Page 6 of 6 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.
February 10, 1998 HEALTH AND RETIREMENT PROPERTIES TRUST
By: /s/ Ajay Saini
Title: Treasurer and Chief Financial Officer
February 10, 1998 HRPT ADVISORS, INC.
By: /s/ Thomas M. O'Brien
Title: Vice President
EXHIBIT 5
LOCK-UP AGREEMENT FOR HRPT
December 9, 1997
Donaldson, Lufkin & Jenrette
Securities Corporation
A.G. Edwards & Sons, Inc.
Legg Mason Wood Walker, Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Prudential Securities Incorporated
Smith Barney Inc.
As Representatives of the several
Underwriters described below
Dear Sirs:
The undersigned understands that Donaldson, Lufkin & Jenrette
Securities Corporation, A.G. Edwards & Sons, Inc., Legg Mason Wood Walker,
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Prudential
Securities Incorporated and Smith Barney Inc., as representatives (the
"Representatives") of the several Underwriters, propose to enter into an
Underwriting Agreement between Hospitality Properties Trust (the "Company") and
the several Underwriters named in Schedule I thereto (the "Underwriters")
providing for the public offering by the Underwriters of up to 11,500,000
(including an overallotment option) Common Shares of Beneficial Interest, par
value $0.01 per share (the "Common Shares"), of the Company (the "Public
Offering"). The parties hereto acknowledge that the number of Common Shares to
be sold in the Public Offering, and any other terms of the Public Offering, may
be varied at any time, with no effect on the validity or binding nature of this
letter agreement.
In consideration of the Underwriters' agreement to purchase and
undertake the Public Offering of Common Shares and for other good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned agrees
that it will not, directly or indirectly, (i) offer, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase or otherwise transfer or
dispose of, directly or indirectly, any Common Shares or any securities
convertible into or exercisable or exchangeable for Common Shares or (ii) enter
into any swap or other arrangement
<PAGE>
that transfers all or a portion of the economic consequences associated with the
ownership of any Common Shares (regardless of whether any of the transactions
described in clause (i) or (ii) is to be settled by the delivery of Common
Shares, or such other securities, in cash or otherwise), without the prior
written consent of Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"),
for a period of ninety (90) days after the date of the final prospectus
supplement relating to the Public Offering.
In addition, the undersigned agrees that it will and the Company may
(i) with respect to any Common Shares for which the undersigned is a record
holder, cause the transfer agent for the Company to note stop transfer
instructions with respect to such Common Shares on the transfer books and
records of the Company and (ii) with respect to any Common Shares for which the
undersigned is the beneficial holder but not the record holder, cause the record
holder of such Common Shares to cause the transfer agent for the Company to note
stop transfer instructions with respect to such Common Shares on the transfer
books and records of the Company.
In addition, during such period, the undersigned agrees not to make any
demand for, or exercise any right with respect to, the registration of any
Common Shares or any securities convertible into or exercisable or exchangeable
for Common Shares without the prior written consent of DLJ.
Whether or not the Public Offering actually occurs depends on a number
of factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.
The undersigned hereby represents and warrants that (i) it has duly
authorized, executed and delivered this letter agreement, (ii) it has full power
and authority to enter into this letter agreement and (iii) upon request, it
will execute any additional documents necessary or desirable in connection with
the enforcement hereof. All authority herein conferred or agreed to be conferred
by the undersigned and all obligations of the undersigned hereunder shall be
binding upon the successors and assigns of the undersigned. In addition, the
undersigned hereby agrees to take all action necessary to cause its trustees,
directors, officers or affiliates under its control to comply with the terms of
this letter agreement as if such persons or entities were parties hereto.
2
<PAGE>
Very truly yours,
HEALTH AND RETIREMENT
PROPERTIES TRUST
By /s/ David J. Hegarty
Name: David J. Hegarty
Title: President
Accepted and agreed as of the date first above written:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By /s/ Steven L. Kantor
Name: Steven L. Kantor
Title: Managing Director
3
EXHIBIT 6
LOCK-UP AGREEMENT FOR ADVISORS
December 9, 1997
Donaldson, Lufkin & Jenrette
Securities Corporation
A.G. Edwards & Sons, Inc.
Legg Mason Wood Walker, Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Prudential Securities Incorporated
Smith Barney Inc.
As Representatives of the several
Underwriters described below
Dear Sirs:
The undersigned understands that Donaldson, Lufkin & Jenrette
Securities Corporation, A.G. Edwards & Sons, Inc., Legg Mason Wood Walker,
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Prudential
Securities Incorporated and Smith Barney Inc., as representatives (the
"Representatives") of the several Underwriters, propose to enter into an
Underwriting Agreement between Hospitality Properties Trust (the "Company") and
the several Underwriters named in Schedule I thereto (the "Underwriters")
providing for the public offering by the Underwriters of up to 11,500,000
(including an overallotment option) Common Shares of Beneficial Interest, par
value $0.01 per share (the "Common Shares"), of the Company (the "Public
Offering"). The parties hereto acknowledge that the number of Common Shares to
be sold in the Public Offering, and any other terms of the Public Offering, may
be varied at any time, with no effect on the validity or binding nature of this
letter agreement.
In consideration of the Underwriters' agreement to purchase and
undertake the Public Offering of Common Shares and for other good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned agrees
that it will not, directly or indirectly, (i) offer, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase or otherwise transfer or
dispose of, directly or indirectly, any Common Shares or any securities
convertible into or exercisable or exchangeable for Common Shares or (ii) enter
into any swap or other arrangement
<PAGE>
that transfers all or a portion of the economic consequences associated with the
ownership of any Common Shares (regardless of whether any of the transactions
described in clause (i) or (ii) is to be settled by the delivery of Common
Shares, or such other securities, in cash or otherwise), without the prior
written consent of Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"),
for a period of ninety (90) days after the date of the final prospectus
supplement relating to the Public Offering.
In addition, the undersigned agrees that it will and the Company may
(i) with respect to any Common Shares for which the undersigned is a record
holder, cause the transfer agent for the Company to note stop transfer
instructions with respect to such Common Shares on the transfer books and
records of the Company and (ii) with respect to any Common Shares for which the
undersigned is the beneficial holder but not the record holder, cause the record
holder of such Common Shares to cause the transfer agent for the Company to note
stop transfer instructions with respect to such Common Shares on the transfer
books and records of the Company.
In addition, during such period, the undersigned agrees not to make any
demand for, or exercise any right with respect to, the registration of any
Common Shares or any securities convertible into or exercisable or exchangeable
for Common Shares without the prior written consent of DLJ.
Whether or not the Public Offering actually occurs depends on a number
of factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.
The undersigned hereby represents and warrants that (i) it has duly
authorized, executed and delivered this letter agreement, (ii) it has full power
and authority to enter into this letter agreement and (iii) upon request, it
will execute any additional documents necessary or desirable in connection with
the enforcement hereof. All authority herein conferred or agreed to be conferred
by the undersigned and all obligations of the undersigned hereunder shall be
binding upon the successors and assigns of the undersigned. In addition, the
undersigned hereby agrees to take all action necessary to cause its trustees,
director, officers or affiliates under its control to comply with the terms of
this letter agreement as if such persons or entities were parties hereto.
2
<PAGE>
Very truly yours,
HRPT ADVISORS, INC.
By /s/ David J. Hegarty
Name: David J. Hegarty
Title: President
Accepted and agreed as of the date first above written:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By /s/ Steven L. Kantor
Name: Steven L. Kantor
Title: Managing Director
3
