SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(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. 1)*
SENIOR HOUSING PROPERTIES TRUST
(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST, $0.01 PAR VALUE
(Title of Class of Securities)
81721M 10 9
(CUSIP Number)
John A. Mannix
HRPT Properties Trust
400 Centre Street
Newton, MA 02458
(617) 332-3990
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 12, 1999
(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 9 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
CUSIP No. 81721M 10 9 Page 2 of 9 Pages
1 NAMES OF REPORTING PERSONS
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HRPT 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*
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
Maryland
7 SOLE VOTING POWER
NUMBER OF
SHARES 12,809,237
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
12,809,237
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,809,237
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.3%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 81721M 10 9 Page 3 of 9 Pages
1 NAMES OF REPORTING PERSONS
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
REIT Management & Research, Inc. I.R.S. ID No. 04-3402206
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,809,237
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.3%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 81721M 10 9 Page 4 of 9 Pages
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
Common Shares of Beneficial Interest, par value $0.01 (the "Shares"), of Senior
Housing Properties Trust, a Maryland real estate investment Trust ("SNH"), with
its principal executive offices located at 400 Centre Street, Newton,
Massachusetts 02458.
Item 2. Identity and Background.
The persons filing this statement are HRPT Properties Trust, a Maryland
real estate investment trust ("HRP"), and REIT Management & Research, Inc., a
Delaware corporation ("RMR").
HRP's principal business is to operate as a real estate investment
trust. The principal office of HRP is located at 400 Centre Street, Newton,
Massachusetts 02458. The trustees of HRP are Patrick F. Donelan, Rev. Justinian
Manning, C.P., Barry M. Portnoy and Gerard M. Martin. The executive officers of
HRP are John A. Mannix, President and Chief Operating Officer and John Popeo,
Treasurer, Chief Financial Officer and Secretary.
RMR's principal business is providing advisory services to real estate
investment trusts such as SNH and others. The principal office of RMR is located
at 400 Centre Street, Newton, Massachusetts 02458. The directors of RMR are
David J. Hegarty, Gerard M. Martin and Barry M. Portnoy. The executive officers
of RMR are David J. Hegarty, President and Secretary, John G. Murray, Executive
Vice President, John A. Mannix, Vice President, Thomas M. O'Brien, Vice
President, Ajay Saini, Vice President, David M. Lepore, Vice President, Jennifer
Clark, Vice President and John Popeo, Treasurer. Each of Messrs. Martin and
Portnoy own 50% of the outstanding capital stock of RMR.
Each of the individuals listed above (i) is, except for Ajay Saini, a
United States citizen, (ii) except for Mr. Donelan and Rev. Manning, has a
business address at 400 Centre Street, Newton, Massachusetts 02458 and (iii)
except for Messrs. Donelan and Rev. Manning, is principally employed by RMR in
the capacity specified above. Mr. Saini is a citizen of the Republic of India
and a resident of the United States. Mr. Hegarty also serves as the President,
Secretary and Chief Operating Officer of SNH. Mr. Saini also serves as the
Treasurer and Chief Financial Officer of SNH. Mr. Donelan is a Director of
Dresdner Kleinwort Benson and has a business address at P.O. Box 18075,
Riverbank House, 2 Swan Lane, London, United Kingdom. Rev. Manning is the pastor
of St. Gabriel's parish at 201 Washington Street, Brighton, Massachusetts 02135.
Neither HRP, RMR nor any of the individuals specified above has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar
<PAGE>
SCHEDULE 13D
CUSIP No. 81721M 10 9 Page 5 of 9 Pages
misdemeanors), or been party to any civil proceeding which resulted in a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
HRPT Properties Trust, a Maryland real estate investment trust ("HRP"),
acquired 26,374,760 Shares in connection with the formation of SNH for
$263,747.60. On September 21, 1999, HRP contributed 374,760 Shares to SNH, which
were returned to the status of authorized but unissued shares. On October 12,
1999, HRP distributed 13,190,763 Shares to its shareholders.
Item 4. Purpose of Transaction.
The transactions which may require the filing of this statement are
described in Item 3 above and Item 5 below. The transactions were entered into
principally for investment purposes.
On October 12, 1999, HRP distributed to its shareholders 13,190,763
Shares of its subsidiary, SNH, as a special distribution (the "Spin-Off"). SNH
owns 93 senior housing properties that cost $770 million, which HRP previously
owned. The record date for the Spin-off was October 8, 1999 (the "Record Date").
HRP shareholders received one Share for every 10 shares of HRP that they owned
on the Record Date. The Shares distributed in the Spin-Off have been registered
under the Securities Act of 1933, as amended, and separately listed on the New
York Stock Exchange under the symbol "SNH."
RMR is party to an agreement to provide advisory services to SNH (the
"Advisory Agreement"). Pursuant to the terms of the Advisory Agreement, RMR will
be paid a base fee in cash and may earn an incentive fee payable in Shares.
Although HRP and RMR have no present intention to do so, they may make purchases
of Shares from time to time, in the open market or in private transactions,
depending on their respective analysis of HPT's business, prospects and
financial condition, the market for such stock, other investment and business
opportunities available to them, general economic and stock market conditions,
proposals from time to time sought by or presented to them and other factors.
HRP and RMR each intends to closely monitor their investments and may from time
to time take advantage of opportunities presented to them. HRP and RMR may in
the future also formulate plans or proposals regarding SNH, including possible
future plans or proposals concerning events or transactions of the kind
described in paragraphs (a) through (j) below.
Depending upon HRP's and RMR's continuing review of their investments
and various other factors, including those mentioned above, HRP and/or RMR may
(subject to any
<PAGE>
SCHEDULE 13D
CUSIP No. 81721M 10 9 Page 6 of 9 Pages
applicable securities laws and lock-up arrangements) decide to sell all or any
part of the Shares, although they have no current plans to do so.
Except as set forth in this Item 4, neither HRP nor RMR has any plans
or proposals which related to or would result in:
(a) The acquisition by any person of additional securities of SNH, or
the disposition of securities of SNH;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving SNH or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of SNH or any of
its subsidiaries;
(d) Any change in the present board of trustees or management of SNH
including any plans or proposals to change the number or terms of trustees or to
fill any existing vacancies on the board;
(e) Any material change in the present capitalization or distribution
policy of SNH;
(f) Any other material change in SNH's business or corporate structure;
(g) Changes in SNH's declaration of trust, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of SNH by any person;
(h) Causing a class of securities of SNH to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) A class of equity securities of SNH becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) HRP currently holds 12,809,237 Shares, or 49.3% of the issued and
outstanding Shares. RMR, as HRP's investment advisor, may under applicable
regulatory definitions be deemed to beneficially own HRP's 12,809,237 Shares.
RMR, however, expressly disclaims any beneficial ownership of HRP's 12,809,237
Shares.
<PAGE>
SCHEDULE 13D
CUSIP No. 81721M 10 9 Page 7 of 9 Pages
(b) HRP has sole power to vote or dispose of its 12,809,237 Shares.
(c) Except as disclosed in Item 3 above, no transactions in Shares have
been effected during the past sixty days by HRP or RMR.
(d) No other person is known to have the right to receive or the power
to direct the receipt of distributions from, or the proceeds from the sale of
securities covered by this statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to the Transaction Agreement, dated as of September 21, 1999,
by and between HRP and SNH, HRP has agreed during the period ending on the first
anniversary of the completion of the Spin-Off that it will not sell, transfer or
otherwise dispose of any of the Shares owned by it at the completion of the
Spin-Off (after giving effect to the Spin-Off) without the prior approval of a
majority of SNH's independent trustees.
The SNH Advisory Agreement requires RMR to use its best efforts to
present to SNH a continuing and suitable investment program consistent with the
investment policies and objectives of SNH. The SNH Advisory Agreement provides
for an annual advisory fee based upon SNH's average invested capital, and an
annual incentive fee based upon increases in SNH's funds from operations. The
annual incentive fee, if any, payable to RMR will be paid in Shares.
The initial term of the SNH Advisory Agreement expires on December 31,
1999 and renewal or extension of the term thereof will be subject to the
periodic approval of a majority of SNH's independent trustees.
<PAGE>
SCHEDULE 13D
CUSIP No. 81721M 10 9 Page 8 of 9 Pages
Item 7. Material to be Filed as Exhibits.
The following documents are filed as exhibits to this statement:
1. Joint Filing Agreement, dated as of September 29, 1999, by and
between HRP and RMR.*
2. Form of Transaction Agreement by and between HRP and SNH.*
3. Form of Advisory Agreement by and between SNH and RMR.*
- --------------
* Incorporated by reference to the filing persons' Schedule 13D with
respect to the securities of SNH filed September 29, 1999.
<PAGE>
SCHEDULE 13D
CUSIP No. 81721M 10 9 Page 9 of 9 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.
October 12, 1999 HRPT PROPERTIES TRUST
By: /s/ John Popeo
John Popeo, Treasurer and CFO
October 12, 1999 REIT MANAGEMENT & RESEARCH, INC.
By: /s/ Ajay Saini
Ajay Saini, Vice President
