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): April 10, 1998
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 5. Other Events.
(a) Equity Offering.
As previously announced, Health and Retirement Properties Trust (the
"Company") issued 1,481,799 common shares of beneficial interest ("Shares") in
an underwritten offering registered pursuant to the Securities Act of 1933, as
amended, on March 27, 1998 at a price to the public of $20.4375 per Share. The
underwriter indicated to the Company that it intended to sell the Shares
purchased in such offering to a third party who intended to deposit such Shares
into a registered unit investment trust sponsored by such third party. The net
proceeds to the Company from such equity offering, after payment of the
Company's expenses, was approximately $28.7 million in aggregate. The Company
used the net proceeds of such equity offerings to reduce amounts outstanding
under the Company's bank credit facility and for general business purposes.
(b) Marriott Spin Off and Merger.
As the Company has previously reported, in October 1997 Marriott
International, Inc. ("Old Marriott") announced a plan to dividend to its
shareholders (the "Spin Off") a new company ("New Marriott") which would own and
operate Old Marriott's lodging and senior living businesses and to merge the
remaining company with Sodexho S.A. The Company has been advised that the Spin
Off has been completed. The combined financial statements of New Marriott,
Commission No. 1-13881, at and for the fiscal year ended January 2, 1998, as
contained in New Marriott's Annual Report on Form 10-K for the year ended
January 2, 1998 are incorporated herein by reference.
(c) Amended and Restated Credit Agreement.
Effective April 2, 1998, the Company entered into a Fourth Amended and
Restated Revolving Credit Agreement (the "Amended and Restated Credit
Agreement"), among the Company, as borrower, the lenders named therein, Dresdner
Kleinwort Benson North America LLC, as agent, and Fleet National Bank, as
administrative agent. The Amended and Restated Credit Agreement (i) increases
the maximum loan amount from $450 million to $500 million, (ii) extends the
maturity date from 2001 to 2002, (iii) makes less restrictive certain covenants
relating to permitted real estate investments and (iv) modifies the calculation
of certain financial covenants.
The Amended and Restated Credit Agreement will be filed by the Company
as an exhibit to a Current Report on Form 8-K. The summary in this Current
Report of certain provisions of the Amended and Restated Credit Agreement does
not purport to be complete, and is subject to, and is qualified in its entirety
by reference to, the provisions of the entire Amended and Restated Credit
Agreement.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
23 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: April 10, 1998
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Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated February 19, 1998 included in New Marriott MI, Inc.'s (subsequently
renamed "Marriott International, Inc.") annual report on Form 10-K for the year
ended January 2, 1998 (File No. 1-13881) into Health and Retirement Properties
Trust's Current Report on Form 8-K and into Health and Retirement Properties
Trust's previously filed Registration Statements File Nos. 33-62135, 333-26887,
333-47815 and 333-47817 and to all references to our firm included in such
registration statements.
/s/ Arthur Andersen LLP
Washington, D.C.
April 8, 1998
