Registration No. 333-47815
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HEALTH AND RETIREMENT PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
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Maryland 04-6558834
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
400 Centre Street
Newton, Massachusetts 02158
(617) 332-3990
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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David J. Hegarty, President
Health and Retirement Properties Trust
400 Centre Street
Newton, Massachusetts 02158
(617) 332-3990
(Name, address, including zip code, telephone number,
including area code, of agent for service)
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Copy to:
Alexander A. Notopoulos, Jr., Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
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Approximate date of commencement of proposed sale to the public: From
time to time or at one time after the effective date of the Registration
Statement as determined by the Selling Shareholders. All of the Shares offered
hereby are for the respective accounts of the Selling Shareholders.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
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If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_| _____________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
5.1 Opinion of Sullivan & Worcester LLP.
8.1 Opinion of Sullivan and Worcester LLP re: certain tax matters.
23.3 Consents of Sullivan & Worcester LLP (included in Exhibits 5.1 and 8.1)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certificates that it has reasonable grounds to believe that it meets
all of the requirements for being on Form S-3 and has duly caused this amendment
to the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts,
on March 30, 1998.
HEALTH AND RETIREMENT PROPERTIES TRUST
By: /s/ David J. Hegarty
David J. Hegarty
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement on Form S-3 relating to
Common Shares has been signed below by the following persons in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David J. Hegarty President and Chief Operating March 30, 1998
David J. Hegarty Officer (principal executive officer)
* Treasurer and Chief Financial March 30, 1998
Ajay Saini Officer
* Trustee March 30, 1998
Bruce M. Gans, M.D.
* Trustee March 30, 1998
Rev. Justinian Manning, C.P.
* Managing Trustee March 30, 1998
Gerard M. Martin
* Managing Trustee March 30, 1998
Barry M. Portnoy
Trustee March ___, 1998
Ralph J. Watts
* /s/ David J. Hegarty
David J. Hegarty, Attorney-in-
Fact for such persons
pursuant to powers of
attorney dated March 11,
1998
</TABLE>
Exhibit 5.1
SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
March 30, 1998
Health and Retirement Properties Trust
400 Centre Street
Newton, Massachusetts 02158
Ladies and Gentlemen:
In connection with the registration by Health and Retirement Properties
Trust, a Maryland real estate investment trust (the "Company"), of 34,401 common
shares of beneficial interest, par value $.01 per share (the "Offered Shares"),
for reoffering and resale by the Selling Shareholders, as defined in the
Registration Statement, as defined below, from time to time, as set forth in the
prospectus which forms a part of the Registration Statement (the "Prospectus"),
the following opinion is furnished to the Company to be filed with the
Securities and Exchange Commission (the "Commission") as Exhibit 5.1 to
Pre-Effective Amendment No. 1 to the Company's Registration Statement on Form
S-3 (File No. 333- 47815), under the Securities Act of 1933, as amended (the
"Securities Act"), to be filed on or about the date hereof. As used in this
opinion, the term "Registration Statement" means, unless otherwise stated, such
Registration Statement, as amended when declared effective by the Commission
(including any necessary post-effective amendments thereto).
In connection with this opinion, we have examined and relied upon a
copy of the Registration Statement to be filed with the Commission on or about
the date hereof. We have also examined and relied upon originals or copies of
such records, agreements and instruments of the Company, certificates of public
officials, certificates of officers of the Company as to factual matters and
such other documents and records, and such matters of law, as we have deemed
necessary as a basis for the opinions hereinafter expressed. In making such
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals and the conformity to the originals of all documents submitted to
us as copies, which facts we have not independently verified.
<PAGE>
Health and Retirement Properties Trust
March 30, 1997
Page 2
We express no opinion herein as to the laws of any jurisdiction other
than the Commonwealth of Massachusetts and the federal law of the United States,
and we express no opinion as to state securities or blue sky laws. Insofar as
this opinion involves matters of Maryland law we have, with your permission,
relied solely on the opinion of Piper & Marbury L.L.P., a copy has heretofore
been filed as Exhibit 5.2 to the Registration Statement, and our opinion is
subject to the exceptions, qualifications and limitations therein expressed.
Based on and subject to the foregoing, we are of the opinion that, as
of the date hereof, the Offered Shares have been duly and validly authorized by
the Company and such Offered Shares are validly issued, fully paid and
nonassessable by the Company.
With respect to personal liability attaching to the holders of the
Offered Shares, we note the matters described in the Company's Registration
Statement on Form 8-A dated November 8, 1986, as amended by the Company's Form 8
dated July 30, 1991, with respect to the Company's common shares of beneficial
interest and incorporated by reference into the Prospectus forming a part of the
Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
forming a part of the Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or under the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Sullivan & Worcester LLP
SULLIVAN & WORCESTER LLP
Exhibit 8.1
SULLIVAN & WORCESTER LLP
One Post Office Square
Boston, Massachusetts 02109
March 30, 1998
Health and Retirement Properties Trust
400 Centre Street
Newton, Massachusetts 02158
Ladies and Gentlemen:
In connection with the registration by Health and Retirement Properties
Trust, a Maryland real estate investment trust (the "Company"), of its common
shares of beneficial interest, the following opinion is furnished to you to be
filed with the Securities and Exchange Commission (the "SEC") as Exhibit 8.1 to
the Company's Registration Statement on Form S-3, File No. 333-47815 (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Act").
We have acted as counsel for the Company in connection with its
Registration Statement, and we have examined originals or copies, certified or
otherwise identified to our satisfaction, of corporate records, certificates and
statements of officers and accountants of the Company and of public officials,
and such other documents as we have considered relevant and necessary in order
to furnish the opinion hereinafter set forth. Specifically, and without limiting
the generality of the foregoing, we have reviewed: (i) the declaration of trust,
as amended and restated, and the by-laws of the Company; (ii) the Registration
Statement; and (iii) the sections in the Company's Annual Report on Form 10-K
for the year ended December 31, 1997, filed under the Securities Exchange Act of
1934 (the "Form 10-K") captioned "Federal Income Tax Considerations" and "ERISA
Plans, Keogh Plans and Individual Retirement Accounts." With respect to all
questions of fact on which our opinion is based, we have assumed the accuracy
and completeness of and have relied on the information set forth in the Form
10-K and in the documents incorporated therein by reference, and on
representations made to us by the officers of the Company. We have not
independently verified such information; nothing has come to our attention,
however, which would lead us to believe that we are not entitled to rely on such
information.
<PAGE>
Health and Retirement Properties Trust
March 30, 1998
Page 2
The opinion set forth below is based upon the Internal Revenue Code of
1986, as amended, the Treasury Regulations issued thereunder, published
administrative interpretations thereof, and judicial decisions with respect
thereto, all as of the date hereof (collectively the "Tax Laws"), and upon the
Employee Retirement Income Security Act of 1974, as amended, the Department of
Labor regulations issued thereunder, published administrative interpretations
thereof, and judicial decisions with respect thereto, all as of the date hereof
(collectively, the "ERISA Laws"). No assurance can be given that the Tax Laws or
the ERISA Laws will not change. In preparing the discussions with respect to the
matters in the sections of the Form 10-K captioned "Federal Income Tax
Considerations" and "ERISA Plans, Keogh Plans and Individual Retirement
Accounts," we have made certain assumptions and expressed certain conditions and
qualifications therein, all of which assumptions, conditions and qualifications
are incorporated herein by reference.
Based upon and subject to the foregoing, we are of the opinion that the
discussions in the sections of the Form 10-K captioned "Federal Income Tax
Considerations" and "ERISA Plans, Keogh Plans and Individual Retirement
Accounts," in all material respects are accurate and fairly summarize the Tax
Laws issues and ERISA Laws issues addressed therein, and hereby confirm that the
opinions of counsel referred to in said sections represent our opinions on the
subject matter thereof.
We hereby consent to the incorporation of this opinion by reference as
an exhibit to the Registration Statement and to the reference to our firm
therein. In giving such consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Act, as
amended, or under the rules and regulations of the SEC promulgated thereunder.
Very truly yours,
/s/ Sullivan & Worcester LLP
SULLIVAN & WORCESTER LLP
