<PAGE>
As filed with the Securities and Exchange Commission on April 1, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
---------------
HOSPITALITY PROPERTIES TRUST
(Exact name of registrant as specified in its governing instruments)
---------------
400 Centre Street
Newton, Massachusetts 02158
(617) 964-8389
(Address of principal executive offices)
---------------
John G. Murray
Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts 02158
(617) 964-8389
(Name and address of agent for service)
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Copies to:
Alexander A. Notopoulos, Jr., Esq. Winthrop B. Conrad, Jr., Esq.
Sullivan & Worcester LLP Davis Polk & Wardwell
One Post Office Square 450 Lexington Avenue
Boston, Massachusetts 02109 New York, New York 10017
(617) 338-2800 (212) 450-4000
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
--------------------
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] File No. 333-1433.
--------------------
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. [_]
Calculation of Registration Fee
<TABLE>
<CAPTION>
============================================================================================================================
Title of Securities being Amount being Proposed Maximum Proposed Maximum Amount of
registered Registered Offering Price Per Share Aggregate Offering Price(1) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of Beneficial
Interest, $0.01 par value per share 1,150,000 $26.75 $30,762,500 $10,607.76
============================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee.
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<PAGE>
Incorporation by Reference of Registration Statement on Form S-11,
File No. 333-1433
Hospitality Properties Trust (the "Company") hereby incorporates by reference
into this Registration Statement on Form S-11 in its entirety Registration
Statement on Form S-11 (File No. 333-1433) declared effective on April 1, 1996
by the Securities and Exchange Commission (the "Commission"), including each of
the exhibits filed by the Company with the Commission and incorporated or deemed
to be incorporated by reference therein.
In addition, the exhibits listed in the Index to Exhibits are included within
this Registration Statement.
-1-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-11 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts
on April 1, 1996.
HOSPITALITY PROPERTIES TRUST
By: /s/ John G. Murray
-------------------------
John G. Murray, President
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John G. Murray President and Chief Operating April 1, 1996
- ----------------------------- Officer (Principal Executive
John G. Murray Officer)
/s/ Thomas K. O'Brien* Treasurer & Chief Financial April 1, 1996
- ----------------------------- Officer (Principal Accounting
Thomas K. O'Brien and Financial Officer)
/s/ Gerard M. Martin* Managing Trustee April 1, 1996
- -----------------------------
Gerard M. Martin
/s/ Barry M. Portnoy* Managing Trustee April 1, 1996
- -----------------------------
Barry M. Portnoy
/s/ John L. Harrington* Trustee April 1, 1996
- -----------------------------
John L. Harrington
/s/ William J. Sheehan* Trustee April 1, 1996
- -----------------------------
William J. Sheehan
/s/ Arthur G. Koumantzelis* Trustee April 1, 1996
- -----------------------------
Arthur G. Koumantzelis
</TABLE>
- --------------------------
* Signed by Power of Attorney
-2-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequential
Number Document Description Page No.
- ------ -------------------- ----------
<C> <S> <C>
5.1 Opinion of Sullivan & Worcester LLP
5.2 Opinion of Piper & Marbury L.L.P.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Sullivan & Worcester LLP (included in
Exhibit 5.1 to this Registration Statement)
23.4 Consent of Piper & Marbury L.L.P. (included in
Exhibit 5.2 to this Registration Statement)
99.1 Power of Attorney
</TABLE>
- -----------------
i
<PAGE>
EXHIBIT 5.1
SULLIVAN & WORCESTER LLP
One Post Office Square
Boston, Massachusetts 02109
April 1, 1996
Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts 02158
Ladies and Gentlemen:
We acted as counsel to Hospitality Properties Trust, a Maryland real estate
investment trust (the "Company") in connection with the proposed issuance and
sale of up to 1,150,000 Common Shares of Beneficial Interest, $0.01 per share,
of the Company (the "Shares"), as described in the Registration Statement on
Form S-11 (the "Abbreviated Registration Statement") filed by the Company today
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended. The Shares are to be purchased by certain
underwriters and offered for sale to the public together with the shares
registered pursuant to Registration Statement (No. 333-1433) which was declared
effective earlier today (the "Initial Registration Statement"), pursuant to the
terms of an Underwriting Agreement, the form of which has been filed as an
exhibit to the Initial Registration Statement and is incorporated by reference
as an exhibit to the Abbreviated Registration Statement (the "Underwriting
Agreement"). We have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Abbreviated Registration Statement,
corporate records, certificates and statements of officers and accountants of
the Company and of public officials, and such other documents as we have
considered necessary in order to furnish the opinion hereinafter set forth.
We are members of the bar of The Commonwealth of Massachusetts.
Accordingly, we do not purport to be expert on or generally familiar with and we
express no opinion with respect to the laws of any state other than The
Commonwealth of Massachusetts or of any country other then The United States of
America. We have, with your consent, rendered our opinions herein in regard to
certain matters of Maryland law relating to the Shares solely in reliance on,
and solely to the extent covered by, the opinion of Piper & Marbury, dated April
1, 1996, a copy of which is being filed herewith as Exhibit 5.2 to the
Abbreviated Registration Statement.
<PAGE>
Hospitality Properties Trust
April 1, 1996
Page Two
Based upon the foregoing, we are of the opinion that, upon payment and
delivery in accordance with the Underwriting Agreement, the Shares will have
been duly authorized by the Company and will be validly issued, fully paid and
nonassessable.
In connection with the foregoing, we note the information with respect to
potential liabilities of shareholders of non-corporate entities such as the
Company contained in the prospectus forming a part of the Initial Registration
Statement under the heading "Summary of the Declaration of Trust--Limitation of
Liability; Shareholder Liability" which is incorporated by reference in the
Abbreviated Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the
Abbreviated Registration Statement and to the reference to our firm in the
prospectus forming a part of the Initial Registration Statement incorporated by
reference in the Abbreviated Registration Statement. 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
<PAGE>
Piper & Marbury L.L.P.
Charles Center South
36 South Charles Street
Baltimore, Maryland 21201
April 1, 1996
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
Re: Offering of Common Shares of Beneficial Interest of Hospitality
---------------------------------------------------------------
Properties Trust
----------------
Ladies and Gentlemen:
We have acted as special Maryland counsel to Hospitality Properties Trust,
a Maryland real estate investment trust (the "Company"), in connection with
matters of Maryland law relevant to the preparation of the Registration
Statement on Form S-11 filed by the Company (the "Abbreviated Registration
Statement") today relating to 1,150,000 shares of the Company's common shares of
beneficial interest, par value $0.01 (the "Shares"). The Shares are to be
purchased by certain underwriters and offered for sale to the public, together
with the shares of the Company's common shares of beneficial interest registered
pursuant to Registration Statement No. 333-1433 (the "Initial Registration
Statement"), pursuant to the terms of an underwriting agreement, the form of
which was filed as an exhibit to Initial Registration Statement (the
"Underwriting Agreement").
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of (i) the Declaration of Trust of the Company dated May 12,
1995; (ii) By-laws of the Company, as amended; (iii) copies of resolutions of
the Board of Trustees of the Company authorizing the offering and issuance of
the Shares and related matters; (iv) a draft form of underwriting agreement
dated March 10, 1996 among the Company and Donaldson, Lufkin & Jenrette
Securities Corporation, Dean Witter Reynolds Inc., A.G. Edwards & Sons, Inc.,
Prudential Securities Incorporated, Smith Barney Inc., Legg Mason Wood Walker,
Incorporated and McDonald & Company Securities, Inc., as representatives of the
underwriters (the "Underwriters"), (the "Underwriting Agreement"); (v) the
Abbreviated Registration Statement; (vi) the Initial Registration Statement;
(vii) a certificate of good standing issued by the Maryland State Department of
Assessments and Taxation dated March 12, 1996; (viii) the Officer's Certificate
of the Company dated the date hereof (the "Certificate"); and (ix) such other
documents as we have considered necessary in order to furnish the opinion
hereinafter set forth.
<PAGE>
Sullivan & Worcester LLP
April 1, 1996
Page Two
In such examination we have assumed, without independent investigation, the
genuineness of all signatures, the legal capacity of all individuals who have
executed any of the aforesaid documents, the authenticity of all documents
submitted to us as originals, and the conformity with originals of all documents
submitted to us as copies (and the authenticity of the originals of such copies)
and the accuracy and completeness of all public records reviewed. We have
assumed that all representations as to factual matters set forth in the
Certificate are true and correct, and we have not independently verified the
matters stated therein.
The opinions expressed below are limited to the law of Maryland, provided,
however, that we express no opinion as the application of Maryland securities
laws.
Based upon the foregoing, we are of the opinion that the Shares to be
issued by the Company, as described in the Abbreviated Registration Statement,
have been duly and validly authorized for issuance, and, when the Abbreviated
Registration Statement has become effective under the Act, upon issuance and
delivery of the Shares to the Underwriters against payment therefor in
accordance with the terms of the Underwriting Agreement, the Shares will be
validly issued, fully paid and non-assessable by the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Abbreviated Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the prospectus forming part of the Registration
Statement. 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 Securities and Exchange Commission
promulgated thereunder. We further consent to the reliance on this opinion by
your firm in rendering its opinion to the Company.
Very truly yours,
/s/ Piper & Marbury L.L.P.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this 462(b) Registration Statement on Form S-11 for Hospitality
Properties Trust (related to the registration of 1,150,000 common shares of
beneficial interest) of our report dated January 19, 1996 on the balance sheet
of Hospitality Properties Trust as of December 31, 1995 and the related
statements of income, shareholders' equity and cash flows for the period from
February 7, 1995 (inception) to December 31, 1995 and our report dated January
19, 1996 on the related financial statement schedule; our report dated February
23, 1996 on the balance sheet of HMH HPT Residence Inn, Inc. as of February 21,
1996; our reports dated February 23, 1996 on the combined statements of revenues
and expenses excluding income taxes for the fiscal years ended December 31,
1993, December 30, 1994 and December 29, 1995, the combined statements of
assets, liabilities and net investment and advances as of December 30, 1994 and
December 29, 1995, and the combined statements of cash flows for the fiscal
years ended December 31, 1993, December 30, 1994 and December 29, 1995 and our
reports dated February 23, 1996 on the related financial statement schedules for
Residence Inn Hotels and Courtyard Hotels; our report dated February 23, 1996 on
the balance sheet of HMH HPT Courtyard, Inc. as of December 29, 1995 and the
statements of income, shareholders' equity and cash flows for the period March
24, 1995 (inception) to December 29, 1995; included in the Hospitality
Properties Trust registration statement (No. 333-1433) on Form S-11 and to all
references to our Firm included in the registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Washington, D.C.
April 1, 1996
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Hospitality Properties Trust on Form S-11 of our reports dated February 27,
1996, on our audits of the financial statements and schedule of Garden Hotel
Associates L.P. as of December 31, 1995 and 1994, and for the years ended
December 31, 1995, 1994 and 1993, appearing in the registration statement on
Form S-11 (SEC File No. 333-1433) of Hospitality Properties Trust filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933.
/s/ Coopers & Lybrand L.L.P.
Dallas, Texas
April 1, 1996
<PAGE>
Exhibit 99.1
The following power of attorney was included in the Company's Registration
Statement on Form S-11 (File No. 333-1433) filed with the Commission on
March 5, 1996.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each of the undersigned Trustees and
officers of Hospitality Properties Trust hereby severally constitute and appoint
John G. Murray, Gerard M. Martin, Barry M. Portnoy and Alexander A. Notopoulos,
Jr., and each of them, to sign for him, and in his name in the capacity
indicated below, this Registration Statement for the purposes of registering
such securities under the Securities Act of 1933, as amended, and any and all
amendments thereto, and any other registration statement filed by Hospitality
Properties Trust pursuant to Rule 462(b) which registers additional amounts of
such securities for the offering or offerings contemplated by this Registration
Statement (a "462(b) Registration Statement") hereby ratifying and confirming
our signatures as they may be signed by our attorneys to this Registration
Statement, any 462(b) Registration Statement and any and all amendments to
either thereof.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John G. Murray President and Chief Operating March 5, 1996
- --------------------------- Officer (Principal Executive
John G. Murray Officer)
/s/ Thomas K. O'Brien Treasurer & Chief Financial March 5, 1996
- --------------------------- Officer (Principal Accounting
Thomas K. O'Brien and Financial Officer)
/s/ Gerard M. Martin Managing Trustee March 5, 1996
- ---------------------------
Gerard M. Martin
/s/ Barry M. Portnoy Managing Trustee March 5, 1996
- ---------------------------
Barry M. Portnoy
/s/ John L. Harrington Trustee March 5, 1996
- ---------------------------
John L. Harrington
/s/ William J. Sheehan Trustee March 5, 1996
- ---------------------------
William J. Sheehan
/s/ Arthur G. Koumantzelis Trustee March 5, 1996
- ---------------------------
Arthur G. Koumantzelis
</TABLE>
