Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[X] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
HEALTH AND RETIREMENT PROPERTIES TRUST
(Name of Registrant as Specified in its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
___________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
___________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
___________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________
(5) Total fee paid:
___________________________________________________________________________
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid: ___________________________________________________
(2) Form, Schedule or Registration Statement No.: _____________________________
(3) Filing Party: _____________________________________________________________
(4) Date Filed: _______________________________________________________________
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HEALTH AND RETIREMENT PROPERTIES TRUST
400 Centre Street
Newton, Massachusetts 02158
NOTICE OF ADJOURNMENT IN PART OF
ANNUAL MEETING OF SHAREHOLDERS
to be held June 16, 1998
To the Shareholders of
Health and Retirement Properties Trust
Notice is hereby given that the Annual Meeting of Shareholders of
Health and Retirement Properties Trust (the "Company"), which commenced May 12,
1998, has been adjourned in part until June 16, 1998. The meeting will reconvene
at 9:00 A.M. on Tuesday, June 16, 1998 at the Company's offices at 400 Centre
Street, 3rd Floor, Newton, Massachusetts, for the following purposes only:
1. To elect one Trustee in Group III of the Company's Board of
Trustees.
2. To consider and act upon such other matters as may properly come
before the meeting.
The Board of Trustees has previously fixed the close of business on
March 23, 1998 as the record date for determination of the shareholders entitled
to notice of and to vote at the meeting and at any adjournments thereof.
By Order of the Board of Trustees,
DAVID J. HEGARTY, Secretary
May 27, 1998
WHETHER OR NOT YOU EXPECT TO BE AT THE MEETING, PLEASE SIGN, DATE AND RETURN
YOUR PROXY IN THE ENVELOPE ENCLOSED HEREWITH.
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SUPPLEMENTAL MATERIAL TO
PROXY STATEMENT, DATED MARCH 31, 1998
Relating to the Annual Meeting of Shareholders,
Commenced Tuesday, May 12, 1998 and Adjourned to Tuesday, June 16, 1998
Notice of the adjournment of the Annual Meeting of Shareholders (the
"Meeting") of Health and Retirement Properties Trust (the "Company") appears
above. In connection with the prior solicitation of a proxy by the Board of
Trustees of the Company (the "Board"), a proxy statement dated March 31, 1998
(the "Proxy Statement"), accompanied by the form of such proxy and a copy of the
Company's Annual Report to Shareholders for the year ended December 31, 1997
(including audited financial statements of the Company), were first sent to
shareholders on or about March 31, 1998. This Supplemental Material is first
being sent to shareholders on or about May 27, 1998, for the purpose of
supplementing the information in the Proxy Statement and should be read in
conjunction with the Proxy Statement.
The Meeting commenced on May 12, 1998. At the meeting, the shareholders
voted to approve the change of the Company's name to "HRPT Properties Trust."
The Board expects the name change to become effective July 1, 1998. Mr. Ralph J.
Watts, the Board's proposed nominee for election as a Group III Trustee, died in
April. At the Meeting, Mr. Patrick F. Donelan was nominated by the Board instead
of Mr. Watts, and no other nominations were made. The Meeting was adjourned
prior to voting on the election of Mr. Donelan.
Enclosed is a form of proxy solicited by the Board with respect to the
adjourned meeting. The cost of this supplemental solicitation will be borne by
the Company. In addition to solicitation by mail, the Trustees and officers of
the Company may solicit proxies personally or by telephone or telegram.
<PAGE>
The record date for the adjourned Meeting remains March 23, 1998, and
only shareholders of record on such date are entitled to vote at the Meeting or
any additional adjournment thereof. The only remaining scheduled item for the
Meeting is voting on Mr. Donelan as the nominee for Group III Trustee. Any valid
proxy delivered by a shareholder in connection with the Meeting will continue to
be voted as described therein and in the Proxy Statement, unless such
shareholder revokes such proxy any time prior to its exercise by delivery of a
written revocation or a duly executed proxy (including in the form provided
herewith) bearing a later date or by such shareholder's attending the Meeting
and voting his or her common shares of beneficial interest, $.01 par value per
share ("Common Shares"), in person. Unless revoked, proxies which would have
been voted for Mr. Watts as Group III Trustee will be voted FOR the election of
Mr. Donelan. A subsequent proxy in the enclosed form solicited by the Board will
be voted as described in the Proxy Statement, read as though references therein
to Mr. Watts were references to Mr. Donelan.
Item 1. Election of Trustee in Group III of the Board of Trustees.
It is the intention of the persons authorized by the enclosed proxy or
the proxy previously solicited by the Board to elect Patrick F. Donelan as the
Trustee in Group III of the Board of Trustees. If elected, Mr. Donelan will hold
office until the Company's 2001 Annual Meeting of Shareholders. To be elected,
each nominee for Trustee of the Company must receive the vote of a majority of
the Common Shares issued and outstanding. HRPT Advisors, Inc., an affiliate of
REIT Management & Research, Inc., the Company's investment advisor, which has
voting control over 3,912,138 Common Shares (approximately 3.7% of Common Shares
outstanding and entitled to vote at the meeting), intends to vote in favor of
the election of Mr. Donelan as the Group III Trustee. Mr. Donelan's principal
occupation for the past five years and his age as of April 1, 1998 are as
follows:
PATRICK F. DONELAN Age: 56
Mr. Donelan has since 1996 been an Executive Vice President of
Dresdner Kleinwort Benson North America LLC, a New York based banking
institution which is a subsidiary of Dresdner Bank AG of Germany. Prior
to 1996, Mr. Donelan was Chairman of Kleinwort Benson North America,
Inc., a subsidiary of Kleinwort Benson Ltd. of England which was
acquired by Dresdner Bank AG in 1995.
Dresdner Kleinwort Benson North America LLC is agent and a lender under
the Company's revolving bank credit facility. The Company uses such facility for
interim acquisition funding and for working capital borrowings, and recently
amended it to increase the maximum permitted borrowings from $450 million to
$500 million and to extend the scheduled maturity from 2001 to 2002. The
facility provides for interest on advances at LIBOR plus a spread, as well as
for certain alternate interest rates, and the lenders and agents under the
facility are entitled to receive certain fees.
The Board of Trustees refers shareholders to the Proxy Statement for
additional information relating to the matters discussed above.
By Order of the Board of Trustees
DAVID J. HEGARTY, President
Newton, Massachusetts
May 27, 1998
HLRCM-LTR98
2
<PAGE>
HEALTH AND RETIREMENT PROPERTIES TRUST
400 Centre Street, Newton, Massachusetts 02158
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints DAVID J. HEGARTY, GERARD M. MARTIN and BARRY M.
PORTNOY, and each of them, as Proxies of the undersigned, each with the power to
appoint his substitute, and hereby authorizes a majority of them, or any one if
only one be present, to represent and to vote, as designated on the reverse
side, all the Common Shares of Beneficial Interest of Health and Retirement
Properties Trust held of record by the undersigned, or with respect to which the
undersigned is entitled to vote or act, at the June 16, 1998 adjourned session
of the Annual Meeting of Shareholders commenced May 12, 1998 or any adjournment
or postponement thereof.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholders. If no direction is made, this proxy will be voted
FOR Proposal 1.
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PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND
RETURN PROMPTLY IN ENCLOSED ENVELOPE.
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NOTE: Please sign exactly as name(s) appear(s) hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
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HEALTH AND RETIREMENT PROPERTIES TRUST
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RECORD DATE SHARES:
Please be sure to sign and date this Proxy Date
---------------------------------
Date
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Shareholder sign here Co-owner sign here
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DETACH CARD
For Withhold
[ ] [ ]
1. Election of Trustee in Group III:
PATRICK F. DONELAN
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Mark box at right if an address change or comment has [ ]
been noted on the reverse side of this card.
DETACH CARD
