As filed with the Securities and Exchange Commission on January 14, 1998
Registration No. 333-43573
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HOSPITALITY PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
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Maryland 04-3262075
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
400 Centre Street
Newton, Massachusetts 02158
(617) 964-8389
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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John G. Murray, President
Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts 02158
(617) 964-8389
(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 Registrant.
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. |_| _____________
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. |_|
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
4.10 - Rights Agreement, dated as of May 20, 1997, between Hospitality
Properties Trust and State Street Bank and Trust Company, as Rights Agent
(including the form of Rights Certificate and the Form of Articles Supplementary
designating the Junior Participating Preferred Shares).*****
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*****Incorporated by reference to the Company's Registration Statement on Form
8-A dated May 30, 1997.
<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 of Form S-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newton, Commonwealth of Massachusetts, on
January 14, 1998.
HOSPITALITY PROPERTIES TRUST
By:/s/John G. Murray
John G. Murray
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement on Form S-3 relating to Debt
Securities, Preferred Shares, Depositary Shares, Common Shares and Warrants 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/ John G. Murray President and Chief Operating January 14, 1998
John G. Murray Officer (principal executive officer)
/s/ Thomas O'Brien Treasurer and Chief Financial January 14, 1998
Thomas O'Brien Officer
* Trustee January 14, 1998
John L. Harrington
* Trustee January 14, 1998
Arthur G. Koumantzelis
* Managing Trustee January 14, 1998
Gerard M. Martin
* Managing Trustee January 14, 1998
Barry M. Portnoy
* Trustee January 14, 1998
William J. Sheehan
<FN>
*By: /s/John G. Murray
Attorney-in-Fact
</FN>
</TABLE>
