SCHEDULE 14A INFORMATION
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))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
Hospitality Properties Trust
(Name of Registrant as Specified In Its Charter)
Hospitality Properties Trust
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2) or
Item 22 (a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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.:
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<PAGE>
HOSPITALITY PROPERTIES TRUST
400 Centre Street
Newton, Massachusetts 02158
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held May 21, 1996
To the Shareholders of
Hospitality Properties Trust
Notice is hereby given that the Annual Meeting of Shareholders of
Hospitality Properties Trust (the "Company") will be held at 9:30 A.M. on
Tuesday, May 21, 1996, at State Street Bank and Trust Company, 225 Franklin
Street, 33rd Floor, Boston, Massachusetts, for the following purposes:
1. To elect two Trustees of the Company.
2. To consider and act upon such other matters as may properly come
before the meeting.
The Board of Trustees has fixed the close of business on April 2, 1996 as
the record date for determination of the shareholders entitled to notice of and
to vote at the meeting.
By Order of the Board of Trustees,
JOHN G. MURRAY, Secretary
April 12, 1996
WHETHER OR NOT YOU EXPECT TO BE AT THE MEETING, PLEASE SIGN,
DATE AND RETURN YOUR PROXY IN THE ENVELOPE ENCLOSED HEREWITH.
<PAGE>
HOSPITALITY PROPERTIES TRUST
400 Centre Street
Newton, Massachusetts 02158
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Tuesday May 21, 1996
INTRODUCTION
A Notice of the Annual Meeting of Shareholders (the "Meeting") of
Hospitality Properties Trust (the "Company") is set forth on the preceding page
and there is enclosed herewith a form of proxy solicited by the Board of
Trustees of the Company. The cost of this 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. This proxy
statement is being first sent to shareholders on or about April 12, 1996,
together with a copy of the Annual Report to Shareholders for the year ended
December 31, 1995 (including audited financial statements of the Company).
Only shareholders of record as of the close of business on April 2, 1996
(the "Record Date") are entitled to notice of and to vote at the Meeting and/or
any adjournment thereof. The outstanding stock of the Company on the Record Date
entitled to vote consisted of 12,600,900 common shares of beneficial interest,
$.01 par value per share (the "Common Shares"). The holders of the outstanding
Common Shares are entitled to one vote per share.
All Common Shares represented by valid proxies received by the Company
prior to the Meeting will be counted for purposes of determining the presence of
a quorum and will be voted as specified in the proxy. If no specification is
made by the shareholder, the Common Shares will be voted FOR election of the
Trustees listed below. Election of Trustees requires the affirmative vote of a
majority of the Common Shares issued and outstanding. A shareholder giving a
proxy has the power to revoke it any time prior to its exercise by delivering to
the Secretary of the Company a written revocation or a duly executed proxy
bearing a later date, or by attending the Meeting and voting his or her Common
Shares in person.
Item 1. Election of Trustees in Group I of the Board of Trustees
The number of Trustees of the Company currently is fixed at five and the
Board of Trustees currently is divided into three groups with two Trustees in
Group I, two Trustees in Group II and one Trustee in Group III. Trustees in each
Group are elected to three-year terms.
The business of the Company is conducted under the general direction of the
Board of Trustees as provided by the Amended and Restated Declaration of Trust
(the "Declaration of Trust") and the By-Laws of the Company and the laws of the
State of Maryland, the state of the Company's organization on May 12, 1995 as a
successor to a Delaware corporation.
The Declaration of Trust provides that a majority of the Board of Trustees
will be composed of Independent Trustees who are not affiliated with HRPT
Advisors, Inc., a Delaware corporation which is the Company's investment advisor
("Advisors"), or with Health and Retirement Properties Trust ("HRP"), nor serve
<PAGE>
as officers of the Company. Messrs. John L. Harrington, Arthur G. Koumantzelis
and William J. Sheehan are the Company's Independent Trustees.
The entire Board of Trustees functions as an Executive Compensation
Committee to implement the Company's 1995 Incentive Share Award Plan. A
subcommittee of the Executive Compensation Committee composed of the Independent
Trustees reviews the performance of Advisors under its advisory agreement with
the Company (the "Advisory Agreement") and the award of Common Shares, other
than awards of Common Shares to Trustees described below, under the 1995
Incentive Share Award Plan. See "Certain Relationships and Related Transactions
- -- Advisors and the Advisory Agreement" and "Other Information -- Incentive
Share Award Plan." The Executive Compensation Committee does not meet
independently of meetings of the Board of Trustees. The Company does not have a
Nominating Committee.
The Board of Trustees maintains an Audit Committee consisting of the three
Independent Trustees. The Audit Committee makes recommendations concerning the
engagement of independent public accountants, reviews with the independent
public accountants the plans and results of the audit engagement, approves
professional services provided by the independent public accountants, considers
the appropriateness of audit and nonaudit fees charged and reviews the adequacy
of the Company's internal accounting controls. The Audit Committee was formed in
September 1995 following completion of the Company's initial public offering of
Common Shares and met once in 1995.
During 1995, the Board of Trustees held one meeting following the Company's
initial public offering. Each Trustee attended such meeting.
The Company pays its Independent Trustees an annual fee of $20,000 plus a
fee of $500 for each meeting attended and reimburses expenses incurred by its
Independent Trustees for attending meetings. Under the Company's 1995 Incentive
Share Award Plan, each Independent Trustee received a grant of 300 Common Shares
after the completion of the Company's initial public offering and will
automatically receive an additional annual grant of 300 Common Shares at the
first meeting of the Board of Trustees following each Annual Meeting of
Shareholders commencing in 1996. See "Other Information -- Incentive Share Award
Plan." In addition, the Independent Trustee serving as Chairman of the Audit
Committee, which position rotates annually among the Independent Trustees, is
paid $2,000 per year for such service.
The present Trustees in Group I are John L. Harrington and Barry M.
Portnoy. If re-elected, Messrs. Harrington and Portnoy will hold office until
the Company's 1999 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. It is the intention of the persons authorized by
the enclosed proxy to nominate and elect Messrs. Harrington and Portnoy as the
Group I Trustees. HRP and Advisors, which have voting control over an aggregate
of 4,250,000 Common Shares (approximately 33.7% of Common Shares outstanding and
entitled to vote at the Meeting), intend to vote in favor of the election of
Messrs. Harrington and Portnoy as the Group I Trustees.
The principal occupations for the past five years and age as of March 31,
1996 of Messrs. Harrington and Portnoy are as follows:
JOHN L. HARRINGTON Age: 59
Mr. Harrington has been the Chief Executive Officer of the Boston Red Sox
Baseball Club for at least five years and is Executive Director and Trustee of
the Yawkey Foundation and a Trustee of the JRY Trust. Mr. Harrington is also a
director of four bank subsidiaries of Fleet Financial Group, Inc. Mr. Harrington
was a Trustee of HRP from 1991 through August 1995. Mr. Harrington has been a
Trustee of the Company since August 1995.
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<PAGE>
BARRY M. PORTNOY Age: 50
Mr. Portnoy has been a partner in the law firm of Sullivan & Worcester LLP,
counsel to the Company, since 1978. Mr. Portnoy has been a Managing Trustee of
the Company since its organization on May 12, 1995 and has been a Managing
Trustee of HRP since its organization in 1986. From 1985 until the merger of
Greenery Rehabilitation Group, Inc. ("Greenery") into Horizon Healthcare
Corporation ("Horizon") in February 1994 (the "Horizon/Greenery Merger"), Mr.
Portnoy served as a Director of Greenery. Mr. Portnoy is currently a Director of
Horizon and a Director and 50% shareholder of Advisors. Mr. Portnoy has been
actively involved in real estate and real estate finance activities for
approximately 20 years.
In addition to Messrs. Harrington and Portnoy, the following persons
currently serve on the Board of Trustees or serve as executive officers of the
Company. Their principal occupations for the last five years and their ages as
of March 31, 1996 are as follows:
GERARD M. MARTIN Age: 61
Mr. Martin is a Managing Trustee of the Company. Mr. Martin is a private
investor in real estate and has been a Managing Trustee of HRP since its
organization in 1986. From 1985 until the Horizon/Greenery Merger, he served as
the Chief Executive Officer and Chairman of the Board of Directors of Greenery.
Mr. Martin is currently a Director of Horizon and a Director and 50% shareholder
of Advisors. Mr. Martin served as interim President of the Company pending the
selection of full time President from the Company's formation through John G.
Murray's election to such office in March, 1996. Mr. Martin has been active in
the real estate industry for more than 30 years. Mr. Martin is a Group II
Trustee; his term will expire at the 1997 Annual Meeting of Shareholders.
WILLIAM J. SHEEHAN Age: 51
Mr. Sheehan has been the Chief Financial Officer of Ian Schrager Hotels,
Inc. since May 1995. From 1993 through May 1995, Mr. Sheehan was a self employed
consultant on financial and operating matters to companies in the hotel
industry. From 1982 until 1993 he was employed by Omni Hotels, most recently as
Vice Chairman (1992 to 1993) and President and Chief Executive Officer (1988 to
1992). Prior to that time, he was a partner at Arthur Andersen & Co. (now Arthur
Andersen LLP). Mr. Sheehan is a certified hotel administrator, a Fellow of the
Educational Institute of the American Hotel and Motel Association and has been a
speaker at various hotel industry conferences. Mr. Sheehan is a Group II
Trustee; his term will expire at the 1997 Annual Meeting of Shareholders.
ARTHUR G. KOUMANTZELIS Age: 65
Mr. Koumantzelis has been Senior Vice President and Chief Financial Officer
of Cumberland Farms, Inc. since July 1990. Cumberland Farms, Inc. is a private
company engaged in the convenience store business in the northeastern United
States and Florida and in the distribution and retail sale of gasoline in the
northeastern United States. Cumberland Farms, Inc. filed a voluntary petition
under Chapter 11 of the United States Bankruptcy Code in May 1992 and
subsequently emerged from bankruptcy proceedings in December 1993. Mr.
Koumantzelis was a Trustee of HRP from 1992 through August 1995. Mr.
Koumantzelis is a Group III Trustee; his term will expire at the 1998 Annual
Meeting of Shareholders.
JOHN G. MURRAY Age: 35
Mr. Murray is the President, Chief Operating Officer and Secretary of the
Company. Prior to his election to the office of President and Chief Operating
Officer in March, 1996, Mr. Murray also served as Treasurer and Chief
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<PAGE>
Financial Officer of the Company. Mr. Murray served in various capacities for
HRP from 1993 through August 1995 and for Advisors since 1993. Mr. Murray served
as Director of Finance, Business Analysis and Planning at Fidelity Brokerage
Services, Inc. from 1992 to 1993 and as Director of Acquisitions from 1990
through 1991. Prior to 1990, Mr. Murray was a senior manager at the accounting
firm of Arthur Young & Company (now Ernst & Young LLP). Mr. Murray is a
certified public accountant.
THOMAS M. O'BRIEN Age: 29
Mr. O'Brien is the Treasurer and Chief Financial Officer of the Company.
Mr. O'Brien is also a Vice President and employee of Advisors. Prior to his
election to such office in March 1996, Mr. O'Brien was employed by Arthur
Andersen LLP for more than five years. Mr. O'Brien is a certified public
accountant.
ADAM D. PORTNOY Age: 25
Mr. Portnoy is a Vice President of the Company. Mr. Portnoy is also a Vice
President of Advisors and has been employed by Advisors since October 1995.
Prior to his employment by Advisors, Mr. Portnoy was employed as Manager of
Strategic Planning for Phase Metrics, Inc. a privately held manufacturer of
computer testing equipment, and as a merchant banking analyst at Donaldson,
Lufkin and Jenrette Securities Corporation. Adam Portnoy is the son of Barry
Portnoy.
OTHER INFORMATION
Compensation of Executive Officers
The Company does not have any employees; services which otherwise would be
provided by employees are performed by Advisors pursuant to the Advisory
Agreement and by the Managing Trustees and officers of the Company. Payments by
the Company to Advisors are described in "Certain Relationships and Related
Transactions -- Advisors and the Advisory Agreement". Although officers of the
Company do not receive any cash compensation from the Company, they may be
entitled to incentive share awards under the Company's 1995 Incentive Share
Award Plan. No incentive share awards under such plan were made during 1995 to
officers of the Company.
Incentive Share Award Plan
The Company adopted its 1995 Incentive Share Award Plan (the "Plan") prior
to its initial public offering of Common Shares and has reserved 100,000 shares
for grant thereunder to Independent Trustees and officers of, and consultants
(other than Advisors) to, the Company. The officers of the Company are employees
of Advisors and not of the Company and therefore receive their salary
compensation from Advisors. The Company has established its Plan in order to
provide it with a vehicle with which to foster a continuing identity of interest
among the Company's officers and Independent Trustees and the Company's
shareholders. In addition, the Plan permits the Company to compensate its
officers for the performance of certain duties which fall outside the scope of
services covered by the Advisory Agreement. The Company currently has three
Independent Trustees and three officers eligible for grants under the Plan.
The Plan is administered by a subcommittee of the Executive Compensation
Committee comprised of the Independent Trustees. Except for automatic grants to
the Independent Trustees, each award must be approved by a majority of the
Independent Trustees. In connection with any such award the Independent Trustees
are authorized to determine the amount and timing of the award and the extent to
which vesting restrictions, if any, apply to the granted Common Shares. No
awards have been made under the Plan other than the automatic awards to the
Independent Trustees described below.
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<PAGE>
The Independent Trustees automatically receive grants of 300 Common Shares
per year as part of their annual compensation. The Independent Trustees are
ineligible for other grants of Common Shares under the Plan. In December 1995
each of the Independent Trustees received an award of 300 Common Shares, having
an aggregate value of $7,462.50 (based on the $24 7/8 closing price of Common
Shares on the New York Stock Exchange on the date of issuance of such Common
Shares).
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial
ownership of the Common Shares by (i) each person known by the Company to own
beneficially more than 5% of the outstanding Common Shares, (ii) each of the
Company's Trustees and (iii) all Trustees and executive officers of the Company
as a group. Unless otherwise indicated, each person or entity named below has
sole voting and investment power with respect to all Shares shown to the
beneficially owned by such person or entity, subject to the matters set forth in
the footnotes to the table below.
The table sets forth information regarding beneficial ownership of Common
Shares as of April 2, 1996, the Record Date for the Annual Meeting of
Shareholders, and as of April 4, 1996, following and giving effect to the
Company's issuance on such date of 13,000,000 Common Shares in a public offering
(the "Offering").
<TABLE>
<CAPTION>
Beneficial Ownership
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As of April 2, 1995 As of April 4, 1995,
Record Date giving effect to Offering
--------------------------- --------------------------
Number Number
Name and Address(1) of Shares Percent of Shares Percent
<S> <C> <C> <C> <C>
Health and Retirement Properties Trust... 4,000,000 31.7% 4,000,000 15.6%
HRPT Advisors, Inc....................... 4,250,000 33.7 4,250,000 16.6
Barry M. Portnoy(2).................... 4,250,000 33.7 4,250,000 16.6
Gerard M. Martin(2).................... 4,250,000 33.7 4,250,000 16.6
John L. Harrington(3).................. 300 * 300 *
William J. Sheehan(3).................. 300 * 300 *
Arthur G. Koumantzelis(3).............. 300 * 300 *
All Trustees and executive officers as a
group (eight persons)(2).................. 4,250,900 33.7 4,250,900 16.6
Neuberger & Berman L.P.(4).................. 1,014,400 8.1 1,014,400 4.0
- ---------------------
<FN>
* Less than 1%.
(1) The address of HRP is 400 Centre Street, Newton, MA 02158. The address of
each other named person or entity is c/o Hospitality Properties Trust, 400
Centre Street, Newton, MA 02158 or as reported below.
(2) Neither Mr. Portnoy nor Mr. Martin owns Shares directly. HRP, of which
Messrs. Portnoy and Martin are Managing Trustees, owns 4,000,000 Common
Shares and Advisors, which is owned by Messrs. Portnoy and Martin, owns
250,000 Common Shares. Messrs. Portnoy and Martin may be deemed to have
beneficial ownership of these Common Shares.
(3) Each of the Independent Trustees receives a grant of 300 Common Shares per
annum as part of their annual compensation. See " -- Incentive Share Award
Plan."
(4) Neuberger & Bergman L.P. ("NBLP") has reported in a Schedule 13G filed
under the Securities Exchange Act of 1934, as amended, that it is deemed to
be the beneficial owner of 1,014,400 Common Shares since it has power to
make decisions whether to retain or dispose of such Common Shares held by
many unrelated clients. NBLP further reported that it has sole power to
vote or direct the vote of 434,800 Common Shares and shared power (together
with Neuberger & Berman Management, Inc.) to vote or to direct the vote of
522,300 Common Shares. The 1,014,400 Common Shares do not include 3,000
Common Shares which NBLP reported were owned by partners of NBLP in their
personal securities accounts, as to which NBLP disclaims beneficial
ownership. The principal place of business of NBLP was reported as 605
Third Avenue, New York, New York 10158.
</FN>
</TABLE>
5
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In March 1995, the Company acquired 21 hotels for $179.4 million.
Substantially all of the funding for this acquisition, including start up,
closing and option costs, was provided to the Company by HRP as a demand loan
and through the purchase by HRP of 40,000 Common Shares for $1.0 million. In
August 1995 in connection with the Company's initial public offering, HRP
purchased an additional 3,960,000 Common Shares at $25.00 per Share by
cancelling $99.0 million of the HRP demand loan, and Advisors purchased directly
from the Company 250,000 Common Shares at $25.00 per Share. In addition, $64.3
million of cash proceeds of the Company's initial public offering was used to
repay the remaining balance of the HRP demand loan. Messrs. Portnoy and Martin
are each Managing Trustees of the Company, Managing Trustees of HRP and the
Directors and 50% owners of Advisors. Mr. Portnoy is a partner of Sullivan &
Worcester LLP, the law firm which provides legal services to the Company.
In the Advisory Agreement, Advisors has agreed to provide investment,
management and administrative services to the Company. Advisors is owned by
Messrs. Martin and Portnoy. The Advisory Agreement provides for an annual
advisory fee equal to 0.70% of the Company's Average Invested Capital, as
defined in the Advisory Agreement, up to $250 million, and 0.50% of Average
Invested Capital equal to or exceeding $250 million, and for an annual incentive
fee calculated on the basis of annual increases in the Company's cash flow
available for distribution per share. Any incentive fees will be paid in Common
Shares. The aggregate advisory fee paid to Advisors for the period February 7,
1995 (inception) through December 31, 1995 was $1.3 million. No incentive fees
were payable for the 1995 term of the Advisory Agreement. Starting in 1996 the
incentive fee payable to Advisors is 15% of annual increases in cash flow
available for distribution per share (but in no event more than $.02 per share),
times the weighted average number of shares outstanding in such year.
In the ordinary course of their business Advisors is occasionally involved
in litigation. Early in 1995, HRP commenced a foreclosure action to enforce
indemnities given in connection with the surrender of certain leaseholds to, and
the purchase of certain properties by, HRP in 1992. In May 1995, the defendants
in the foreclosure action and parties related to HRP's former tenants and
sellers asserted cross claims against HRP, Advisors, Messrs. Portnoy and Martin
and others, including Sullivan & Worcester, which acts as counsel to HRP,
Advisors and the Company. The same cross-claim defendants were served in late
February 1996 in an additional action in a federal court. The cross claims and
separate claims allege, among other things, fraud (including violations of
federal securities laws), conflicts of interest, breach of fiduciary duties,
legal malpractice, civil conspiracy and violations of 18 U.S.C. ss.1962 (RICO)
in connection with the leasehold surrenders, the transactions and indemnities
underlying the foreclosure action and certain related transactions, and that the
foreclosure defendants and third party plaintiffs suffered substantial damages
as a result. HRP, Advisors and other parties to this dispute have sought
arbitration of all arbitrable claims arising from this dispute pursuant to the
contract under which the dispute originated and an arbitration proceeding is now
underway. Although the outcome of this litigation is currently indeterminable,
the Company has been advised that each of the third party defendants believes
the claims against it are without merit and intends to defend and deny the
allegations in these cross claims and separate claims, and that HRP intends to
pursue the original foreclosure action. The Company is not a party to this
litigation.
COMPLIANCE WITH SECTION 16(a) OF EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Trustees and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership of securities with the Securities and
6
<PAGE>
Exchange Commission and the New York Stock Exchange. Executive officers,
Trustees and greater than 10% shareholders are required to furnish the Company
with copies of all Section 16(a) forms they file. Based solely on review of the
copies of such reports furnished to the Company or written representations that
no other reports were required, the Company believes that, during the 1995
fiscal year, all filing requirements applicable to its executive officers,
Trustees and greater than 10% shareholders were met.
AUDITORS
The Company is not required to submit the selection of its auditor to a
vote of shareholders. The Company's independent auditor since its organization
in 1995 has been Arthur Andersen LLP.
A representative of Arthur Andersen LLP is expected to be present at the
Meeting, with the opportunity to make a statement if desired, and is expected to
be available to respond to appropriate questions from shareholders who are
present at the Meeting.
SHAREHOLDER PROPOSALS
The Company's 1997 Annual Meeting of Shareholders is presently expected to
be held on or about May 20, 1997. Proposals of shareholders intended to be
presented at the 1997 Annual Meeting must be received not later than December
14, 1996 for inclusion in the Company's proxy statement and proxy for that
meeting.
The Company's Bylaws establish an advance notice procedure with regard to
the nomination, other than by the Board, of candidates for election as Trustees
(the "Nomination Procedure"). The Nomination Procedure provides that only
persons who are nominated by or at the direction of the Board of Trustees, or by
a shareholder of record on the date of the giving of the notice who has given
timely prior written notice to the Secretary of the Company prior to the meeting
at which Trustees are to be elected, will be eligible for election as Trustees.
To be timely, notice of a shareholder's nominee in the case of an annual
meeting, must be received by the Company not less than 90 days nor more than 120
days prior to the anniversary date of the immediately preceding annual meeting
(i.e. not later than February 21, 1997, nor earlier than January 22, 1997, with
respect to the 1997 Annual Meeting of Shareholders).
OTHER MATTERS
As of this time, the Board of Trustees knows of no other matters to be
brought before the Meeting. However, if other matters properly come before the
Meeting or any adjournment thereof, and if discretionary authority to vote with
respect thereto has been conferred by the enclosed proxy, the persons named in
the proxy will vote the proxy in accordance with their best judgment as to such
matters.
By Order of the Board of Trustees
JOHN G. MURRAY, Secretary
Newton, Massachusetts
April 12, 1996
7
<PAGE>
HOSPITALITY PROPERTIES TRUST
400 Centre Street, Newton, Massachusetts
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints GERALD M. MARTIN, BARRY M, PORTNOY, and
JOHN G. MURRAY, 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 below,
all the Common Shares of Beneficial Interest of Hospitality Properties Trust
held of record by the undersigned or with respect to which the undersigned is
entitled to vote or act, at the Annual Meeting of Shareholders to be held on May
21, 1996 or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed here by
the undersigned shareholders. If no direction is made, this proxy will be voted
FOR Proposal 1.
Address Change/Comments:
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|X| PLEASE MARK VOTES AS IN
THIS EXAMPLE
1.) Election of Trustees in Group I:
For Withhold For All
Except
/ / / / / /
John L. Harrington Barry M. Portnoy
If you do not wish your shares voted "For" a particular nominee, mark the "For
All Except" box and strike a line through the nominee(s) name. Your shares will
be voted for the remaining nominee(s).
RECORD DATE SHARES:
(Signature) X: ________________ Date:____
(Signature) X: ________________ Date:____
NOTE: Please sign exactly as name appears
hereon. Joint owners should each
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.
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 / /
comments or address changes
are noted above.
