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): July 30, 1999
HRPT 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 02458
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 617-332-3990
(Former name or former address, if changed since last report)
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Item 5. Other Events.
Introduction.
In its Current Report on Form 8-K dated December 23, 1998 (the
"December, 1998 Form 8- K"), HRPT Properties Trust ("HRP") announced a plan for
a possible separate financing of certain senior housing properties which would
include a public offering of common shares of a subsidiary ("Senior Housing")
and a distribution to HRP's shareholders of common shares of that subsidiary.
HRP has decided not to proceed with the plan as previously announced. Rather,
HRP intends to distribute the common shares of Senior Housing in the manner
described below (the "Spin-Off").
The Spin-Off, which is described in more detail below, constitutes one
alternative transaction that HRP is considering with respect to financing its
senior housing and healthcare real estate investments. The transaction is
contingent, and there can be no assurance that HRP will pursue the Spin-Off
rather than other alternatives, or that it will separately finance its senior
housing and healthcare properties at all. References in this Form 8-K to HRP
includes its consolidated subsidiaries, unless the context otherwise requires.
If the Spin-Off occurs, HRP will distribute a prospectus concerning
those shares to its shareholders prior to the distribution.
The Proposed Transaction.
The basic elements of the plan announced by HRP are as follows:
Senior Housing, a Maryland real estate investment trust, is a wholly
owned subsidiary of HRP. HRP has contributed to other wholly owned subsidiaries
its interest in 93 properties, which include (i) 14 properties leased to
subsidiaries of Marriott International, Inc., (ii) four properties leased to
subsidiaries of Brookdale Living Communities, Inc., (iii) 26 properties leased
to subsidiaries of Mariner Post-Acute Network, Inc., (iv) 42 properties leased
to subsidiaries of Integrated Health Services, Inc., (v) one property leased to
a subsidiary of Genesis Health Ventures, Inc. and (vi) six properties leased to
other tenants. As used in this Report, the term "Senior Housing Properties"
means these 93 properties, collectively, subject to such substitutions or
variations, if any, as may result when and if the proposed plan is finalized.
Senior Housing currently has 26 million common shares of beneficial
interest ("Senior Housing Common Shares") outstanding.
If the plan is consummated, HRP would contribute the capital shares of
the subsidiaries owning the Senior Housing Properties to Senior Housing. In
exchange for the transfer of certain of the Senior Housing Properties, Senior
Housing and/or a subsidiary would issue to HRP a promissory note for $200
million. Concurrently with the contribution of the subsidiary shares, HRP would
distribute to its shareholders approximately 13.2 million Senior Housing Common
Shares (the "Spin-Off Shares") which it currently owns. Prior to the Spin-Off,
Senior Housing would enter into a new $350 million bank credit facility, secured
by certain of the Senior Housing Properties. Shortly after
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completion of the Spin-Off, Senior Housing would borrow $200 million under this
bank credit facility and pay the promissory note due to HRP.
Senior Housing has filed a registration statement on Form S-11 (the
"Senior Properties Registration Statement") with the Securities and Exchange
Commission relating to HRP's distribution of the Spin-Off Shares. The Senior
Properties Registration Statement has not yet become effective. The Senior
Housing Common Shares may not be sold nor may offers to buy be accepted prior to
the time such registration statement becomes effective. This Report shall not
constitute an offer to sell or the solicitation of an offer to buy Senior
Housing Common Shares, nor shall there be any sale of the Senior Housing Common
Shares in any State in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of such State.
The proposed arrangements between the Trust's investment advisor and
Senior Housing and the proposed changes in the officers and trustees of HRP
following the Spin-Off remain as were described in the December, 1998 Form 8-K.
While HRP believes that pursuing a plan of the nature described above
is appropriate to promote shareholder value, the proposed plan is dependent on a
number of conditions, including the determination to go forward with the plan
and Senior Housing's ability to complete the new bank credit facility on
acceptable terms.
FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K contains statements that constitute
forward looking statements within the meaning of the Securities Exchange Act of
1934, as amended. These statements appear in a number of places in this Form 8-K
and include statements regarding strategies, plans, beliefs and current
expectations of HRP's management. Readers are cautioned that any such forward
looking statements are not guarantees of future events and involve risks and
uncertainties that could cause actual results to differ materially from those in
the forward looking statements. Such risks and uncertainties include, but are
not limited to, the factors discussed in the preceding paragraph.
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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.
HRPT PROPERTIES TRUST
By: /s/ Ajay Saini
Ajay Saini, Treasurer and Chief Financial
Officer
Date: July 30, 1999
