SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 3 )*
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)
February 11, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 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/A
CUSIP No. 44106M 10 2 Page 2 of 5 Pages
- --------------------- -----------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 8 SHARED VOTING POWER
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
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)
9.7%
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
CUSIP No. 44106M 10 2 Page 3 of 5 Pages
- --------------------- -----------------
1 NAMES OF REPORTING PERSONS
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 280,526
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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)
0.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
CUSIP No. 44106M 10 2 Page 4 of 5 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").
Item 5. Interest in securities of the issuer.
Through December 31, 1997, Advisors was HRP's investment advisor and as
such could, under applicable regulatory definitions, have been deemed to owned
beneficially HRP's 4,000,000 Shares. As previously disclosed in this Schedule,
Advisors expressly disclaimed any beneficial ownership of HRP's 4,000,000
Shares. Effective January 1, 1998, the advisory agreement between Advisors and
HRP was terminated, and Advisors ceased to be HRP's investment advisor.
Accordingly, the basis on which Advisors may have been deemed to own HRP's
4,000,000 Shares no longer exists. Advisors continues to own directly 280,526
Shares, or 0.7% of the issued and outstanding Shares.
Item 7. Material to be filed as exhibits.
The following documents is filed as an additional exhibit to the
Schedule:
7. Termination dated March 30, 1998 of Joint Filing Agreement
dated September 1, 1995.
<PAGE>
SCHEDULE 13D/A
CUSIP No. 44106M 10 2 Page 5 of 5 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
correct.
March 30, 1998 HEALTH AND RETIREMENT PROPERTIES TRUST
By: /s/ Ajay Saini
Title: Ajay Saini, Treasurer and Chief
Financial Officer
March 30, 1998 HRPT ADVISORS, INC.
By: /s/ Thomas M. O'Brien
Title: Thomas M. O'Brien, Vice President
EXHIBIT 7
TERMINATION
dated March 30, 1998
to
AGREEMENT
dated September 1, 1995
The undersigned hereby agree that the Agreement, dated September 1,
1995, between the undersigned, relating to the joint filing of a Schedule 13D
pursuant to the Securities Exchange Act of 1934 with respect to ownership of
common shares of beneficial interest of Hospitality Properties Trust, a Maryland
real estate investment trust, is hereby terminated.
Date: March 30, 1998
HEALTH AND RETIREMENT PROPERTIES TRUST
By: /s/ Ajay Saini
Ajay Saini, Treasurer and Chief Financial
Officer
HRPT ADVISORS, INC.
By: /s/ Thomas M. O'Brien
Thomas M. O'Brien, Vice President
