Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HRPT 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 02458
(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
HRPT Properties Trust
400 Centre Street
Newton, Massachusetts 02458
(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, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
|X| 333-47815
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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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Maximum Maximum
Amount to Offering Price Aggregate Offering Amount of
Title of Each Class of Securities to be Registered be Registered Per Share Price Registration Fee
<S> <C> <C> <C> <C>
Common Shares of Beneficial Interest, par value $.01
per share ...................................... 256,246 $13.94(1) $3,572,069.24 $993.04
<FN>
(1) Estimated pursuant to Rule 457(c) solely for the purposes of calculation of the registration fee on the basis of the $13.94
average of the high and low prices for the Common Shares on the New York Stock Exchange on March 12, 1999.
</FN>
</TABLE>
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3. The contents of Registration Statement No.
333-47815 are hereby incorporated by reference.
2
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Sullivan & Worcester LLP (filed herewith).
5.2 Opinion of Ballard Spahr Andrews & Ingersoll, LLP (filed
herewith).
8.1 Opinion of Sullivan & Worcester LLP as to certain tax matters
(incorporated by reference to the Company's Annual Report on
Form 10-K for its fiscal year ended December 31, 1997).
23.1 Consent of Ernst & Young LLP (incorporated by reference to the
Company's Current Report on Form 8-K dated March 12, 1999).
23.2 Consent of Arthur Andersen LLP (filed herewith).
23.3 Consent of Sullivan & Worcester LLP (included in Exhibit 5.1
hereto).
23.4 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5.2 hereto).
24 Power of Attorney (incorporated by reference from page II-4 of
the Company's Registration Statement on Form S-3, File No.
333-47815)
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newton, Commonwealth of Massachusetts, on March
15, 1999
HRPT 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 Registration Statement on Form S-3 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 15, 1999
David J. Hegarty Officer (principal executive officer)
* Treasurer and Chief Financial March 15, 1999
Ajay Saini Officer
* Trustee March 15, 1999
Bruce M. Gans, M.D.
* Trustee March 15, 1999
Rev. Justinian Manning, C.P.
* Managing Trustee March 15, 1999
Gerard M. Martin
* Managing Trustee March 15, 1999
Barry M. Portnoy
*By: /s/ David J. Hegarty
David J. Hegarty
as attorney in fact
</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 12, 1999
HRPT Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Ladies and Gentlemen:
In connection with the registration by HRPT Properties Trust, a
Maryland real estate investment trust (the "Company"), of 256,246 common shares
of beneficial interest, $.01 par value, of the Company (the "Common Shares"),
the following opinion is furnished to the Company to be filed with the
Securities and Exchange Commission (the "Commission") as Exhibit 5.1 to the
Company's Registration Statement on Form S-3, under the Securities Act of 1933,
as amended (the "Securities Act"), to be filed on or about the date hereof
pursuant to Rule 462(b) under the Securities Act (the "462(b) Registration
Statement") relating to the Company's Registration Statement on Form S-3 (no.
333-47815) (the "Registration Statement"), including the prospectus contained
therein (the "Prospectus"), which is incorporated by reference into the 462(b)
Registration Statement.
In connection with this opinion, we have examined and relied upon a
copy of the Rule 462(b) Registration Statement to be filed with the Commission
on or about the date hereof, the Registration Statement, the Prospectus, the
Prospectus dated May 6, 1998, the Prospectus Supplement dated May 8, 1998 and
the Prospectus Supplement dated July 1, 1998. We have also examined and relied
upon originals or copies of such records, agreements and instruments of the
Company, certificates of public officials and of officers of the Company 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.
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 Ballard, Spahr, Andrews & Ingersoll LLP, a copy
of which is being filed contemporaneously herewith as Exhibit 5.2 to the 462(b)
Registration Statement, and our opinion is subject to the exceptions,
qualifications and limitations therein expressed.
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HRPT Properties Trust
March 12, 1999
Page 2
Based on and subject to the foregoing, we are of the opinion that, as
of the date hereof the Common Shares have been duly and validly authorized by
the Company and are validly issued, fully paid and nonassessable by the Company.
With respect to personal liability attaching to the holders of Common
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 Common Shares 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
464(b) Registration Statement and to the incorporation by reference from the
Company's annual report on Form 10-K for the year ended December 31, 1997 in the
Registration Statement of our opinion regarding tax matters. 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 5.2
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
March 12, 1999
HRPT Properties Trust
400 Centre Street
Newton, Massachusetts 02158
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as Maryland counsel for HRPT Properties Trust, a Maryland
real estate investment trust (the "Company"), in connection with certain matters
of Maryland law arising out of the registration of 256,246 common shares (the
"Shares") of beneficial interest, $.01 par value per share, of the Company
("Common Shares") which may be sold from time to time by certain shareholders to
whom the Shares were issued under the terms of an Agreement of Merger, dated
February 17, 1997, by and between the Company (then Health and Retirement
Properties Trust) and Government Property Investors, Inc., a Delaware
corporation ("GPI"), as amended by Amendment No. 1 to Agreement of Merger, dated
March 25, 1997, by and between the Company (then Health and Retirement
Properties Trust) and GPI (as amended, the "Merger Agreement"), covered by the
above-referenced Registration Statement, and all amendments thereto (the
"Registration Statement"), filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act"). Unless otherwise defined herein, capitalized terms used herein have
the meanings given to them in the Registration Statement.
In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have
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HRPT Properties Trust
March 12, 1999
Page 2
examined originals, or copies certified or otherwise identified to our
satisfaction, of the following documents (hereinafter collectively referred to
as the "Documents"):
i. The Registration Statement in the form in which it was
transmitted by the Company to the Commission pursuant to Rule 462(b)
under the 1933 Act;
ii. The Amended and Restated Declaration of Trust of the
Company, as amended (the "Declaration of Trust"), certified as of a
recent date by the State Department of Assessments and Taxation of
Maryland (the "SDAT");
iii. The Bylaws of the Company, certified as of the date
hereof by the Treasurer and Chief Financial Officer of the Company;
iv. Resolutions adopted by the Board of Trustees of the
Company relating to (a) the approval of the Merger and the Merger
Agreement and (b) the authorization of the issuance of the Shares
pursuant to the Merger Agreement, certified as of the date hereof by
the Treasurer and Chief Financial Officer of the Company;
v. The Merger Agreement, pursuant to which Government Property
Holdings Trust, a Maryland real estate investment trust and a wholly
owned subsidiary of GPI ("GPH"), merged (the "Merger") with and into
Hub Acquisition Trust, a Maryland real estate investment trust and a
wholly owned subsidiary of the Company ("Hub"), certified as of the
date hereof by the Treasurer and Chief Financial Officer of the
Company;
<PAGE>
HRPT Properties Trust
March 12, 1999
Page 3
vi. The Articles of Merger relating to the Merger of GPH with
and into Hub (the "Articles of Merger"), certified as of a recent date
by the SDAT;
vii. A certificate as of a recent date of the SDAT as to the
good standing of the Company;
viii. The form of certificate evidencing the Common Shares,
certified as of the date hereof by the Treasurer and Chief Financial
Officer of the Company;
ix. A certificate executed by the Treasurer and Chief
Financial Officer of the Company, dated as of the date hereof; and
x. Such other documents and matters as we have deemed
necessary or appropriate to express the opinion set forth in this
letter, subject to the assumptions, limitations and qualifications
stated herein.
In expressing the opinion set forth below, we have assumed, and so far
as is known to us there are no facts inconsistent with, the following:
1. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding.
2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.
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HRPT Properties Trust
March 12, 1999
Page 4
3. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.
4. Any Documents submitted to us as originals are authentic. Any
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all Documents are genuine. All public
records reviewed or relied upon by us or on our behalf are true and complete.
All factual statements and information contained in the Documents are true and
complete. There has been no modification of or amendment to any of the
Documents, and there has been no waiver of any provision of any of the Documents
by action or omission of the parties or otherwise.
5. The Shares have not been and will not be transferred in violation of
any restriction or limitation contained in the Declaration of Trust.
6. All necessary action was taken by GPH and Hub to validly approve the
Merger under Maryland law, and all conditions to the consummation of the Merger
were satisfied or waived, prior to the acceptance for record of the Articles of
Merger by the SDAT.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with this opinion.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that, as of the date hereof:
1. The Company is a real estate investment trust duly formed and
existing under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.
2. The Shares have been duly authorized and validly issued and are
fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the State
of Maryland and we do not express any opinion
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HRPT Properties Trust
March 12, 1999
Page 5
herein concerning any other law. We express no opinion as to compliance with
federal or state securities laws, including the securities laws of the State of
Maryland, or as to federal or state laws regarding fraudulent transfers. To the
extent that any matter as to which our opinion is expressed herein would be
governed by the laws of any jurisdiction other than the State of Maryland, we do
not express any opinion on such matter. The opinion expressed herein is subject
to the effect of judicial decisions which may permit the introduction of parol
evidence to modify the terms or the interpretation of agreements. The opinion
expressed in this letter is limited to the matters set forth in this letter and
no other opinion should be inferred beyond the matters expressly stated.
We assume no obligation to supplement this opinion if any applicable
law changes after the date hereof or if we become aware of any fact that might
change any opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission
as an exhibit to the Registration Statement and, accordingly, may not be relied
upon by, quoted in any manner to, or delivered to any other person or entity
without, in each instance, our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP
EXHIBIT 23.2
[Letterhead of Arthur Andersen LLP]
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in HRPT Properties Trust's registration statement on
Form S-3 pursuant to Rule 462(b) of the Securities Act of 1933 of our report
dated January 15, 1999 on Hospitality Properties Trust included in HRPT
Properties Trust's Form 8-K dated March 5, 1999 for the year ended December 31,
1998 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Washington, D.C.
March 11, 1999
