HOSPITALITY PROPERTIES TRUST
S-3, 1999-10-19
REAL ESTATE INVESTMENT TRUSTS
Previous: PSINET INC, S-4/A, 1999-10-19
Next: VIROPHARMA INC, S-3/A, 1999-10-19



    As filed with the Securities and Exchange Commission on October 19, 1999
                                                Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-3

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                          HOSPITALITY PROPERTIES TRUST

             (Exact name of registrant as specified in its charter)

                             -----------------------

            Maryland                                     04-3262075
 (State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification Number)

                                400 Centre Street
                           Newton, Massachusetts 02458
                                 (617) 964-8389
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                              ---------------------

                            John G. Murray, President
                          Hospitality Properties Trust
                                400 Centre Street
                           Newton, Massachusetts 02458
                                 (617) 964-8389
              (Name, address, including zip code, telephone number,
                   including area code, of agent for service)

                              ---------------------
                                    Copy to:
                       Alexander A. Notopoulos, Jr., Esq.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800
                              ---------------------

         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,  other than  securities  offered only in connection with
dividend or interest reinvestment plans, 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, please 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. |_|

                             -----------------------
<TABLE>
<CAPTION>
                                                      CALCULATION OF REGISTRATION FEE

                                                                            Proposed              Proposed
                                                                             Maximum               Maximum
    Title of Each Class of Securities to be            Amount to         Offering Price           Aggregate            Amount of
                   Registered                        be Registered          Per Unit           Offering Price      Registration Fee
<S>                                                    <C>                <C>                   <C>                    <C>

Common Shares of Beneficial Interest, par
value $.01 per share ...........................        313,430            $22.1875(1)           $6,954,228             $1,933
<FN>
         (1)  Estimated  pursuant to Rule 457(c)  solely for purposes of  calculation  of the  registration  fee on the basis of the
$22.1875 average of the high and low sales prices for the Common Shares on the New York Stock Exchange on October 15, 1999.
</FN>
</TABLE>

         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>

The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.

                              Subject to Completion
                  Preliminary prospectus dated October 19, 1999
Prospectus

                                 313,430 Shares

                          Hospitality Properties Trust

                      Common Shares of Beneficial Interest

                             ----------------------

Selling Shareholders

   o The  selling  shareholders  do not have any present  intention  to sell any
     common shares.  This prospectus relates to the reoffer and resale of common
     shares by Gerard M. Martin and Barry M. Portnoy, the selling  shareholders,
     for their own  account.  We will not receive any of the  proceeds  from the
     reoffering and resale of the common shares.

   o Depending  upon  the  selling  shareholders'  continuing  review  of  their
     respective  investments and various other facts,  the selling  shareholders
     may, subject to any applicable securities laws, sell all or any part of the
     offered shares.

   o We have not filed the registration statement of which this prospectus forms
     a part because of any present intention of the selling shareholders to sell
     any of the  offered  shares.  Rather,  the selling  shareholders  intend to
     pledge all or a part of the  offered  shares they hold to one or more banks
     or  brokerage  houses as  collateral  for loans to them.  In the event of a
     default  under a loan to a  selling  shareholder  which is  secured  by the
     pledge of offered shares,  the lender will have the right to cause the sale
     of the offered  shares under the  registration  statement  relating to this
     prospectus.
                             ----------------------

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

         Our common shares are traded on the New York Stock  Exchange  under the
symbol "HPT." On October 15, 1999,  the last sale price for the common shares on
the NYSE was $22.3125.

         Our  principal  place  of  business  is  400  Centre  Street,   Newton,
Massachusetts 02458 and our telephone number is (617) 964-8389.

         The date of this prospectus is _____________, 1999.

<PAGE>



                                TABLE OF CONTENTS

                                                                           Page
The Company...............................................................   3
Use of Proceeds...........................................................   3
Selling Shareholders......................................................   3
Description of Shares.....................................................   4
Limitation of Liability; Shareholder Liability............................   6
Restrictions on Transfer of Shares; Trustees; Business Combinations and
Control Share Acquisitions................................................   7
Plan of Distribution......................................................  14
Legal Matters.............................................................  16
Experts...................................................................  16
About This Prospectus.....................................................  16
Incorporation of Documents by Reference...................................  17
Where You Can Find More Information.......................................  18
Forward Looking Statements................................................  18


                                        2

<PAGE>
                                   THE COMPANY

         Hospitality Properties Trust is a real estate investment trust, a REIT,
that acquires,  owns and leases hotels. We currently own or have agreed to buy a
total of 210 hotels with 28,449 rooms located in 35 states.  References to "we,"
"us," "our" or "HPT" mean Hospitality Properties Trust and its subsidiaries.  We
are organized as a Maryland real estate investment trust.

                                 USE OF PROCEEDS

         We will receive no proceeds from the sale of the common shares  offered
by the selling shareholders. The selling shareholders will receive all proceeds.

                              SELLING SHAREHOLDERS

         The selling  shareholders  are Gerard M.  Martin and Barry M.  Portnoy.
Prior to the offering of common shares described in this prospectus, the selling
shareholders owned the following common shares:
<TABLE>
<CAPTION>
                                                                                                 Percentage of
                                                                 Maximum Number of             Outstanding Common
                                 Common Shares Owned               Common Shares               Shares Outstanding
Selling Shareholder               Prior to Offering                Being Offered               Prior to Offering
- -------------------               -----------------                -------------               -----------------

<S>                                  <C>                             <C>                            <C>
Gerard M. Martin                      156,715(1)                      156,715                        0.28%
Barry M. Portnoy                      156,715(1)                      156,715                        0.28%
- ---------------
<FN>
(1)      HRPT Properties Trust, of which Messrs. Martin and Portnoy are each Managing Trustees, owns 4,000,000
         common shares,  7.09% of our outstanding common shares.  Messrs.  Martin and Portnoy may be deemed to
         have beneficial  ownership of the common shares owned by HRPT Properties  Trust.  Messrs.  Martin and
         Portnoy disclaim any beneficial ownership of those common shares.
</FN>
</TABLE>

         The selling  shareholders  are offering the common shares  described in
this  prospectus.  From time to time,  depending upon the selling  shareholders'
continuing  review of their respective  investments and various other facts, the
selling shareholders may, subject to any applicable securities laws, sell all or
any part of the common shares offered by this prospectus.  However,  we have not
filed the  registration  statement of which this prospectus forms a part because
of any present intention of the selling  shareholders to sell any of the offered
shares.  Rather, we filed the registration statement to facilitate the pledge by
the selling  shareholders  of all or a part of the offered shares to one or more
banks or brokerage  houses as collateral for loans to the selling  shareholders.
Because we are  registering the offered shares to facilitate the pledge of those
shares and because this offering is not being  underwritten on a firm commitment
basis,  we cannot  give an  estimate  as to the number or  percentage  of common
shares  which  the  selling  shareholders  will  own  upon  termination  of this
offering. More information about the possible distribution of the offered shares
is given in "Plan of Distribution" below.

                                        3
<PAGE>
         Gerard M. Martin and Barry M. Portnoy are our Managing Trustees and are
also Managing  Trustees of HRPT  Properties  Trust.  REIT Management & Research,
Inc. is our investment advisor. Messrs. Martin and Portnoy own Reit Management &
Research,  Inc.  and Messrs.  Martin and  Portnoy  and David J.  Hegarty are the
directors of Reit Management & Research, Inc.

                              DESCRIPTION OF SHARES

         Authorized Capital.  Our declaration of trust authorizes us to issue an
aggregate of 200,000,000 shares of beneficial interest in our company, including
(i) 100,000,000  common shares,  par value $.01 per share,  and (ii) 100,000,000
preferred shares,  without par value. Our declaration of trust permits our board
of trustees  to amend the  declaration  of trust to  increase  or  decrease  the
authorized  shares of  beneficial  interest of our company  without  shareholder
approval.

         Preferred  Shares.  Our  declaration of trust  authorizes the trustees,
without shareholder  approval,  from time to time to divide the preferred shares
into  classes or series and to set,  or change,  if the class or series has been
previously established, the par value, if any, preferences,  conversion or other
rights, voting powers, restrictions, limitations as to dividends, qualifications
or terms  and  conditions  of  redemption  of the  preferred  shares  as are not
prohibited by our declaration of trust or applicable law. In connection with the
adoption of our shareholders rights plan, the trustees established an authorized
but unissued  class of  1,000,000  preferred  shares,  par value $.01 per share,
called the "junior  participating  preferred  shares." The junior  participating
preferred  shares are described  more fully below.  In April 1999,  the trustees
authorized  another series of preferred  shares,  the 9 1/2% Series A Cumulative
Redeemable Preferred Shares, without par value.

         Outstanding  Shares.  As of October  15,  1999,  there were  56,449,743
common shares and 3,000,000 Series A Preferred Shares outstanding.

         Characteristics  of All  Shares.  The  following  descriptions  are not
complete and are subject to, and  qualified in their  entirety by reference  to,
the more complete descriptions set forth in our declaration of trust.

         Except as  otherwise  determined  by the  trustees  with respect to any
class or series of preferred shares, all shares:

         o        will participate  equally in dividends payable to shareholders
                  when, as and if declared by the trustees and will  participate
                  ratably  in  net  assets   distributed  to   shareholders   on
                  liquidation or dissolution;

         o        will have one vote per  share on all  matters  submitted  to a
                  vote of the shareholders;

         o        will not have  cumulative  voting  rights in the  election  of
                  trustees; and

         o        will have no preference,  conversion,  exchange, sinking fund,
                  redemption rights or preemptive or similar rights.

                                        4
<PAGE>

         Upon  issuance  in  accordance   with  the  declaration  of  trust  and
applicable  law, the common shares offered by this prospectus will be fully paid
and  nonassessable.  The  holders of shares do not have  preemptive  rights with
respect to the issuance of additional common shares or other of our securities.

         We may, at the sole  discretion of our trustees,  issue the  authorized
but unissued shares from time to time for any proper trust purpose,  which could
include  raising  capital,  providing  compensation or benefits to employees and
others,  paying  distributions in shares or acquiring  companies,  businesses or
properties.  The issuance of  additional  common shares could have the effect of
diluting  the  earnings  per  share  and  book  value  per  share  of  currently
outstanding common shares.

Junior Participating Preferred Shares

         General.  In connection  with the adoption of our  shareholders  rights
plan,  the  trustees  authorized  a  class  of  1,000,000  junior  participating
preferred shares. The powers, preferences and rights and certain qualifications,
limitations and restrictions of the junior participating  preferred shares, when
and if issued,  are described  below.  The statements  below with respect to the
junior participating  preferred shares are not necessarily complete.  You should
read the  applicable  provisions  of our  declaration  of trust,  including  the
applicable  articles   supplementary,   and  our  bylaws  for  a  more  complete
description of the junior participating preferred shares.

         Dividends.  The holder of each junior  participating  preferred  share,
when and if issued, is entitled to quarterly  dividends in the greater amount of
$5.00 or 100 times the quarterly per share dividend,  whether cash or otherwise,
declared upon the common shares. Dividends on the junior participating preferred
shares are cumulative.  Whenever dividends on the junior participating preferred
shares are in arrears,  we are prohibited  from  declaring or paying  dividends,
making other  distributions  on, or redeeming or  repurchasing  common shares or
other shares ranking junior to the junior participating  preferred shares. If we
fail to pay  dividends  on the  junior  participating  preferred  shares for six
quarters,  the  holders of the junior  participating  preferred  shares  will be
entitled to elect two trustees.

         Voting. The holder of each junior  participating  preferred share, when
and if issued,  is entitled to 100 votes on all matters  submitted  to a vote of
the  shareholders,  voting  together with holders of common shares as one class,
unless the declaration of trust or bylaws otherwise provide.

         Liquidation  Preference.  If we  liquidate,  dissolve  or wind up,  the
holders of junior  participating  preferred shares are entitled to a liquidation
preference of $100 per share plus the amount of any accrued and unpaid dividends
and distributions on the junior participating preferred shares, prior to payment
of any  distribution in respect of the common shares or any other shares ranking
junior to the junior  participating  preferred shares.  Following payment of the
liquidation preference, the holders of junior participating preferred shares are
not entitled to further distributions until the holders of common shares receive
an  amount  per  share  (the  "Common  Share  Adjustment")  equal to the  junior
participating  preferred shares liquidation  preference divided by 100, adjusted
to reflect events such as share splits, share dividends and

                                        5
<PAGE>


recapitalizations   affecting  the  common  shares  (the  "Adjustment  Number").
Following the payment of the full amount of the junior  participating  preferred
shares liquidation preference and the Common Share Adjustment, holders of junior
participating preferred shares are entitled to participate  proportionately on a
per share  basis  with  holders  of common  shares  in the  distribution  of the
remaining  assets to be  distributed  in  respect  of shares in the ratio of the
Adjustment  Number to one.  The  powers,  preferences  and  rights of the junior
participating  preferred shares are subject to the superior powers,  preferences
and rights of any senior series or class of preferred  shares which the trustees
authorize for issuance from time to time.

         More Information.  For more information with respect to the shares, see
"Limitation of Liability;  Shareholder  Liability" and "Restrictions on Transfer
of Shares;  Trustees;  Business  Combinations  and Control  Share  Acquisitions"
below.

Transfer Agent and Registrar

         The Transfer  Agent and  Registrar  for our shares is State Street Bank
and Trust Company,  c/o Boston EquiServe,  P.O. Box 8200, Boston,  Massachusetts
02266-8200, telephone number (800) 426-5523).

                 LIMITATION OF LIABILITY; SHAREHOLDER LIABILITY

         Maryland  law permits a REIT to include in its  declaration  of trust a
provision  limiting the  liability of its trustees and officers to the trust and
its  shareholders  for money  damages  except for liability  resulting  from (1)
actual receipt of an improper benefit or profit in money,  property or services,
or (2) active and deliberate dishonesty established by a final judgment as being
material to the cause of action.  Our declaration of trust contains this kind of
provision.  The  provision  in our  declaration  of trust  limits  this  kind of
liability to the maximum  extent  permitted by Maryland  law.  Maryland law also
provides  that no  shareholder  will be liable for any  obligation of a Maryland
REIT. Our lawyers have advised us that the State of Texas may not give effect to
the limitation of shareholder liability afforded by Maryland law, but that Texas
law would likely  recognize  contractual  limitations of liability such as those
discussed  above.  We intend to conduct  our  business  in a manner  designed to
minimize  potential  shareholder  liability  by, among other  things,  inserting
appropriate  provisions in our written  agreements;  however, we cannot give any
assurance that you can avoid liability in all instances in all jurisdictions.

         Our  declaration  of trust  provides  that,  upon payment by you of any
liability of the kind described above,  you will be entitled to  indemnification
by us. We cannot give any assurance that, at the time any liability  arises,  we
will have assets  sufficient  to satisfy  our  indemnification  obligation.  The
trustees intend to conduct our operations,  with the advice of legal counsel, in
such  a way as to  minimize  or  avoid,  as far  as  practicable,  the  ultimate
liability of our  shareholders.  The trustees do not intend to provide insurance
covering these risks to the shareholders.


                                        6

<PAGE>

                       RESTRICTIONS ON TRANSFER OF SHARES;
                       TRUSTEES; BUSINESS COMBINATIONS AND
                           CONTROL SHARE ACQUISITIONS


Restrictions on Transfer of Shares

         For us to qualify as a REIT under the Internal Revenue Code of 1986, as
amended,  in any  taxable  year not more  than  50% in  value of our  shares  of
beneficial interest, after taking into account options to acquire shares, may be
owned, directly or indirectly, by five or fewer individuals during the last half
of a taxable  year or during a  proportionate  part of a shorter  taxable  year,
other than the first  taxable  year.  The term  "individuals"  is defined in the
Internal  Revenue Code to include various  entities and  constructive  ownership
among specified  family members.  Our shares must also be beneficially  owned by
100 or more  persons  during  at least  335 days of a  taxable  year or during a
proportionate part of a shorter taxable year, other than the first taxable year.
Our declaration of trust contains  restrictions on the acquisition of our shares
intended to ensure compliance with these requirements.

         Subject to exceptions  specified in our declaration of trust, no holder
may own, directly or indirectly, more than 9.8% in number, value or voting power
of our issued and outstanding  shares other than (a) HRPT Properties Trust, HRPT
Advisors,  Inc. and their  affiliates,  including persons who are deemed to have
beneficial  ownership of the shares directly owned by HRPT Properties  Trust and
HRPT Advisors,  Inc. under the  attribution  provisions of the Internal  Revenue
Code and (b) other shareholders  exempted by majority vote of our trustees.  Any
person  must  give us  written  notice  no later  than the 15th day prior to any
proposed transfer which, if completed, would result in that person owning shares
in excess of the ownership limitation. However, our trustees may waive the prior
notice requirement if they determine that a waiver is in our best interests. Our
declaration  of trust does not specify  factors to be  considered in granting an
exemption  or waiver of the prior  notice  requirement.  In deciding  whether to
grant an exemption or waiver,  our trustees may consider,  among other  factors,
the  general  reputation  and  moral  character  of  the  person  requesting  an
exemption,  whether  ownership  of shares  would be direct or through  ownership
attributed  to that  person,  whether  that  person's  ownership of shares would
adversely  affect our  ability to acquire  additional  hotels or engage in other
transactions  and whether  granting an exemption  for the person  requesting  an
exemption would adversely affect any of our existing  contractual  arrangements.
In  addition,  if they deem it  necessary  or advisable in order to determine or
ensure our status as a REIT or otherwise,  the trustees may require  opinions of
counsel, affidavits, undertakings or arrangements.

         Our declaration of trust contains  provisions designed to ensure that a
transferee attempting to acquire shares in violation of the ownership limitation
will  not  acquire  rights  or  economic  interests  in the  shares  purportedly
transferred.  The  declaration  of trust defines a transfer to include any sale,
transfer,  gift,  assignment,  devise or other  disposition  of shares,  whether
voluntary or involuntary,  whether of record or beneficial ownership and whether
effected constructively, by operation of law or otherwise. Under the declaration
of trust,  any  transfer of shares that could,  in the opinion of our  trustees,
result in a violation  of the  ownership  limitation  and that is not  otherwise
permitted under the declaration of trust will result in the

                                        7
<PAGE>

designation of excess shares.  This procedure also applies to any transfer which
could, in the opinion of the trustees,  cause us to be treated as "closely held"
under Section 856(h) of the Internal Revenue Code or cause our shares to be held
by fewer than 100 persons.

         Our   declaration   of  trust  provides  that  excess  shares  will  be
transferred  by  operation of law to a person that is  unaffiliated  with us and
unaffiliated  with  the  intended  transferee  as  trustee  of a  trust  for the
exclusive   benefit  of  one  or  more   organizations   described  in  Sections
170(b)(1)(a)  and 170(c) of the  Internal  Revenue Code that we  designate.  The
trustee of the  charitable  trust will be deemed to own these excess  shares for
the benefit of the  charitable  beneficiary  on the day prior to the date of the
violative transfer. Any dividends or distributions paid prior to our discovering
that the excess shares were held in the  charitable  trust must be repaid by the
intended transferee to us and any dividend declared but unpaid will be rescinded
as void  from  the  beginning  with  respect  to the  intended  transferee.  Our
declaration  of trust provides that any dividends so disgorged or rescinded will
then be paid over to the charitable trustee and held in trust for the charitable
beneficiary,  that  any  vote  taken  by an  intended  transferee  prior  to the
discovery by us that the excess  shares were held in a charitable  trust will be
rescinded as void from the beginning, and the intended transferee will be deemed
to have given an irrevocable proxy to the charitable  trustee to vote the excess
shares for the benefit of the charitable beneficiary.

         At our direction,  the trustee of the  charitable  trust is required to
transfer  the  excess  shares  held in the  charitable  trust to a person  whose
ownership of the shares will not violate the ownership limitation.  If this type
of transfer is made, the interest of the charitable  beneficiary would terminate
and proceeds of the sale would be payable to the intended  transferee and to the
charitable beneficiary.  The intended transferee would receive the lesser of (a)
the price  paid by the  intended  transferee  for the excess  shares,  or if the
intended  transferee did not give value for the excess shares,  the market price
of the shares on the day of the event causing the shares to be held in trust and
(b) the price per share  received  by the  charitable  trustee  from the sale or
other  disposition of the shares held in the charitable  trust.  Any proceeds in
excess of the amount payable to the intended  transferee  will be payable to the
charitable beneficiary.

         Our  declaration  of trust also  provides  that all shares  held in the
charitable  trust for the benefit of the charitable  beneficiary will be offered
for sale to us or our designee for a 90-day  period,  at the lesser of the price
paid for the  shares by the  intended  transferee  and the  market  price of the
shares on the date that we accept the offer.  This period  will  commence on the
date we receive notice of the event causing the shares to be held in trust.  All
certificates evidencing  shares are  required to bear a legend  referring to the
restrictions  described above.  Under the Internal Revenue Code, all persons who
own, directly or by virtue of the attribution provisions of the Internal Revenue
Code, 5% or more, or such other percentage between 1/2 of 1% and 5%, as provided
in the rules and regulations promulgated under the Internal Revenue Code, of the
number or value of the  outstanding  shares  must give  written  notice to us by
January 31 of each year. In addition,  our  declaration  of trust  provides that
each  shareholder  is  required  upon  demand to  disclose  to us in writing any
information  with  respect to the  ownership  of shares that the  Trustees  deem
reasonably  necessary to comply with the provisions of the Internal Revenue Code
applicable to a REIT, to comply with the requirements of any taxing authority or
governmental agency or to determine such compliance.

                                        8

<PAGE>

         These restrictions will not preclude settlement of transactions through
the New York Stock Exchange.

Shareholder Proposals

         Our  bylaws  establish  an  advance  notice  procedure  with  regard to
shareholder  proposals  to be  brought  before an annual or  special  meeting of
shareholders.  This procedure  provides that shareholder  proposals,  other than
proposals  timely  submitted  for  inclusion  in our  proxy  statement,  must be
submitted  in  writing  in a timely  manner  in order  to be  considered  at the
meeting. To be timely, we must, with limited exceptions, receive the notice of a
shareholder proposal with respect to an annual meeting not less than 90 days nor
more than 120 days prior to the anniversary  date of the  immediately  preceding
annual  meeting.  Nothing in this  procedure  will  preclude  discussion  by any
shareholder of any proposal properly made or brought before an annual meeting in
accordance with the procedure.

Trustees

         Under the our declaration of trust, the number of trustees may be fixed
from  time  to  time  by two  thirds  of the  trustees  or by  amendment  of the
declaration  of trust duly  adopted by holders of two thirds of the  outstanding
shares entitled to vote thereon,  with a minimum of three and a maximum of seven
trustees. The declaration of trust provides that a majority of the trustees must
be independent  trustees,  as defined in the declaration of trust.  The terms of
the trustees are  staggered.  As the trustees'  terms expire,  replacements  are
elected by a majority of the votes entitled to be cast. The declaration of trust
provides  that a majority of the trustees then in office will have the authority
to fill any vacancies on the board,  including  vacancies created by an increase
in the number of trustees. In addition, the declaration of trust provides that a
new trustee  elected to fill a vacancy will serve for the  remainder of the full
term of his or her class and that no  decrease  in the number of  trustees  will
shorten the term of an incumbent.  Moreover,  the  declaration of trust provides
that trustees may be removed with or without cause only by the affirmative  vote
of all the remaining trustees or by holders of shares representing two-thirds of
the total votes authorized to be cast by shares then outstanding and entitled to
vote thereon, voting as a single class.

         Our bylaws  establish an advance  notice  procedure with regard to the
nomination,  other than by the board of trustees,  of candidates for election as
trustees  which  are  not  included  in our  proxy  statement.  This  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 our secretary  prior
to the  meeting  at which  trustees  are to be  elected,  will be  eligible  for
election as trustees.  To be timely, we must, with limited  exceptions,  receive
notice of a  shareholder's  nomination in the case of an annual meeting must not
less than 90 days nor more than 120 days  prior to the  anniversary  date of the
immediately preceding annual meeting.  Nothing in this nomination procedure will
preclude  discussion  by any  shareholder  of any  nomination  properly  made or
brought  before an annual or special  meeting in accordance  with the procedures
described above.

                                        9
<PAGE>

Indemnification of Trustees and Officers

         Our declaration of trust obligates us to indemnify (1) our trustees and
officers to the full extent  permitted by Maryland law,  including in respect of
the  advancement of expenses,  and (2) other  employees and agents to the extent
authorized  by the trustees or the  bylaws and  permitted  by Maryland  law. The
Maryland REIT law permits a Maryland real estate  investment  trust to indemnify
and advance expenses to its trustees, officers, employees and agents to the same
extent as permitted by the Maryland  General  Corporation  Law for directors and
officers of Maryland corporations.  The Maryland General Corporation Law permits
a corporation to indemnify its present and former directors and officers,  among
others, against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceeding to which they may be
made a party by reason of their service in those or other  capacities  unless it
is established that:

         (a)      the act or omission of the director or officer was material to
                  the matter giving rise to the proceeding and (1) was committed
                  in bad faith or (2) was the  result of active  and  deliberate
                  dishonesty;

         (b)      the director or officer actually received an improper personal
                  benefit in money, property or services; or

         (c)      in the  case  of any  criminal  proceeding,  the  director  or
                  officer  had  reasonable  cause  to  believe  that  the act or
                  omission was unlawful.

         However,  under  the  Maryland  General  Corporation  Law,  a  Maryland
corporation  may not  indemnify  for an adverse  judgment in a suit by or in the
right of the  corporation  or for a  judgment  of  liability  on the basis  that
personal benefit was improperly  received,  unless in either case a court orders
indemnification  and then only for expenses.  In addition,  the Maryland General
Corporation  Law  permits a  corporation  to advance  reasonable  expenses  to a
director or officer upon the corporation's  receipt of (a) a written affirmation
by the director or officer of his good faith belief that he has met the standard
of conduct  necessary for  indemnification  by the corporation and (b) a written
undertaking  by him or on his behalf to repay the amount paid or  reimbursed  by
the corporation if it is ultimately  determined that the standard of conduct was
not met. We have the right but have no obligation to obtain insurance  including
general liability, securities liability, trustee and officer liability and other
insurance in amounts and with carriers we reasonably  deem  appropriate in order
to support the indemnity described above.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees,  officers or persons  controlling  our
company in connection with the foregoing provisions,  we have been informed that
in the opinion of the SEC this type of  indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforceable.


                                       10

<PAGE>



Business Combinations

         Under the Maryland  General  Corporation Law, as applicable to Maryland
REITs,   certain   "business    combinations,"    including   certain   mergers,
consolidations,    share    exchanges,    asset    transfers,    issuances   and
reclassifications  of  equity  securities,  between  a  Maryland  REIT  and  any
interested  shareholder are prohibited for five years after the most recent date
on which the  interested  shareholder  becomes an  interested  shareholder.  For
purposes of the Maryland General Corporation Law, an "interested shareholder" is
a person who  beneficially  owns 10% or more of the voting  power of the trust's
shares or an  affiliate  or  associate  of the trust who, at any time within the
two-year period prior to the date in question,  was the beneficial  owner of 10%
or more of the voting power of the then outstanding  voting shares of beneficial
interest  of the  trust  or an  affiliate  of the  interested  shareholder.  Our
declaration  of trust  states  that we have  elected not to be governed by these
provisions of the Maryland General Corporation Law.

Control Share Acquisitions

         The Maryland  General  Corporation  Law,  applicable to Maryland REITs,
provides that "control  shares" of a Maryland REIT acquired in a "control  share
acquisition"  have no voting rights  except to the extent  approved by a vote of
two-thirds of the votes entitled to be cast on the matter,  excluding  shares of
beneficial  interest  owned by the acquiror,  by officers or by trustees who are
employees of the trust. Our declaration of trust states that we have elected not
to be governed by the  control  share  acquisition  provisions  of the  Maryland
General Corporation Law.

Rights Plan

         General.  In May 1997, the trustees adopted a shareholder  rights plan.
The  shareholder  rights  plan  provides  for  the  distribution  of one  junior
participating  preferred share purchase right for each common share.  Each right
entitles the holder to buy 1/100th of a junior  participating  preferred  share,
or, in some circumstances, to receive cash, property, common shares or our other
securities,  at an exercise price of $100 per 1/100th of a junior  participating
preferred share.

         Distribution Date. Initially,  the junior participating preferred share
purchase  rights are attached to  certificates  evidencing  common  shares.  The
junior  participating  preferred  share  purchase  rights will separate from the
common shares and a so-called "distribution date" will occur upon earlier of the
following:

         o        10 business  days,  or on a later date that the  trustees  may
                  determine  before a  distribution  date  occurs,  following  a
                  public announcement by us that a person or group of affiliated
                  or associated persons, an "acquiring person," has acquired, or
                  has obtained the right to acquire, beneficial ownership of 10%
                  or more of the outstanding common shares, or

         o        10 business  days,  or on a later date that the  trustees  may
                  determine  before a  distribution  date occurs,  following the
                  commencement  of a tender  offer or exchange  offer that would
                  result in a person becoming an acquiring person.


                                       11

<PAGE>



         Prior to the Distribution Date.  Until the distribution date:

         o        the junior participating  preferred share purchase rights will
                  be evidenced by the certificates for common shares and will be
                  transferred with and only with the common share certificates;

         o        common   share    certificates   will   contain   a   notation
                  incorporating  the  rights  agreement  under  which the junior
                  participating preferred share purchase rights were issued; and

         o        the surrender for transfer of any certificates for outstanding
                  common shares will also  constitute the transfer of the junior
                  participating  preferred share purchase rights associated with
                  the common shares evidenced by the certificates.

         Exercise  and  Expiration.  The junior  participating  preferred  share
purchase rights are not exercisable  until the distribution date and will expire
at the close of business on April 30, 2007, unless earlier redeemed or exchanged
by us as described below.  Until a right is exercised,  the holder has no rights
as a shareholder, including, without limitation, the right to vote or to receive
dividends.

         Flip-In Event.  In the event a person  becomes as so-called  "acquiring
person" by acquiring or obtaining the right to acquire  beneficial  ownership of
10% or more of our  outstanding  common  shares,  each  holder  of a right  will
thereafter have the right to receive, upon exercise of the right, common shares,
or, in certain circumstances,  cash, property or our other securities,  having a
current  market price equal to two times the exercise  price of the right.  This
type of event is known as a "flip-in event." A flip-in event does not occur when
a person  becomes an acquiring  person in  connection  with a tender or exchange
offer for all outstanding common shares at a price and on terms which a majority
of our  outside  trustees  determines  to be fair to and  otherwise  in the best
interests of HPT and its shareholders. An offer which is approved by the outside
trustees  in this  manner  is  known  as a  "fair  offer."  Notwithstanding  the
foregoing,   following  the  occurrence  of  any  flip-in   event,   all  junior
participating  preferred share purchase rights that are, or in the circumstances
specified in the junior participating  preferred share purchase rights agreement
were,  beneficially  owned by any acquiring person or by related parties will be
void in the circumstances set forth in the junior participating  preferred share
purchase  rights  agreement.   However,  junior  participating  preferred  share
purchase rights will not be exercisable  following the occurrence of any flip-in
event  until  such time as the junior  participating  preferred  share  purchase
rights are no longer redeemable by us as set forth below.

         Flip-Over  Event.  In the event that, at any time on or after the share
acquisition  date,  (1) we take part in a merger or other  business  combination
transaction, other than various mergers that follow a fair offer, and HPT is not
the  surviving  entity,  (2)  HPT  takes  part in a  merger  or  other  business
combination  transaction  in which the common  shares are changed or  exchanged,
other than some types of mergers that follow a fair offer, or (3) 50% or more of
our  assets or earning  power is sold or  transferred,  each  holder of a right,
except junior  participating  preferred share purchase  rights which  previously
have been voided, as set forth above, thereafter has the

                                       12

<PAGE>



right to  receive,  upon  exercise,  a number of  shares of common  stock of the
acquiring  company having a current market price equal to two times the exercise
price of the right.

         Purchase  Price.  The purchase  price  payable and the number of junior
participating  preferred  shares,  or the  amount  of  cash,  property  or other
securities  issuable upon exercise of the junior  participating  preferred share
purchase rights are subject to adjustment from time to time to prevent  dilution
in the following circumstances:

         o        in  the  event  of a  share  dividend  on,  or a  subdivision,
                  combination or reclassification  of, the junior  participating
                  preferred shares;

         o        if holders of the junior  participating  preferred  shares are
                  granted  various  rights or warrants to  subscribe  for junior
                  participating  preferred  shares or convertible  securities at
                  less than the current market price of the junior participating
                  preferred shares; or

         o        upon the  distribution to holders of the junior  participating
                  preferred  shares of  evidences  of  indebtedness  or  assets,
                  excluding  regular quarterly cash dividends or of subscription
                  rights or warrants other than those referred to above.

Subject to various  exceptions,  no  adjustment  in the  purchase  price will be
required  until  cumulative  adjustments  amount to at least 1% of the  purchase
price. We are not required to issue  fractional  shares upon the exercise of any
right, and we will make a cash payment in lieu of any fractional shares.

         Redemption.  At any time until 10  business  days  following  the share
acquisition  date,  we may  redeem  the  junior  participating  preferred  share
purchase  rights  in  whole,  but not in part,  at a price  of $.01  per  right,
payable,  at our option,  in cash,  common shares or other  consideration as the
trustees may determine.  Immediately upon the effectiveness of the action of the
trustees  ordering  redemption  of  the  junior  participating  preferred  share
purchase rights, the junior  participating  preferred share purchase rights will
terminate  and the only right of the holders of junior  participating  preferred
share purchase rights will be to receive the $.01 per right redemption price.

         Amendment.  Prior to the distribution  date, the trustees may amend the
terms of the junior  participating  preferred share purchase rights,  other than
key  financial  terms and the date on which the junior  participating  preferred
share purchase rights expire.  Thereafter, the trustees may amend the provisions
of the junior  participating  preferred share purchase rights  agreement only in
order to cure any ambiguity,  defect or inconsistency,  to make changes which do
not adversely affect the interests of holders of junior participating  preferred
share purchase rights, excluding the interests of any acquiring person and other
related  parties,  or to shorten or lengthen  any time  period  under the junior
participating preferred share purchase rights agreement; provided, however, that
no amendment to lengthen the time period governing redemption is permitted to be
made when the  junior  participating  preferred  share  purchase  rights are not
redeemable.


                                       13

<PAGE>



Antitakeover Effect of Several Provisions

         As discussed above and in documents  incorporated in this prospectus by
reference,  our declaration of trust and bylaws contain several provisions that
will make it  difficult  to acquire  control of our company by means of a tender
offer, open market purchases, a proxy fight or otherwise,  if the acquisition is
not  approved  by our  board of  trustees.  These  provisions  will also make it
difficult  to change the  composition  of our board of trustees in a  relatively
short period of time. These provisions are designed to reduce our  vulnerability
to an  unsolicited  proposal for a takeover or an  unsolicited  proposal for the
restructuring or sale of our company and to encourage persons seeking to acquire
control of us to consult first with our board of trustees to negotiate the terms
of any proposed  business  combination or offer.  These  provisions may have the
effect of delaying,  deferring or  preventing a third party from making a tender
offer or otherwise  attempting to obtain control of us, even though this attempt
might be beneficial to our company and our shareholders.

                              PLAN OF DISTRIBUTION

         We will not receive any proceeds  from the sale of the offered  shares.
Depending upon the selling  shareholders'  continuing review of their respective
investments and various other facts,  the selling  shareholders  may, subject to
any  applicable  securities  laws,  sell all or any part of the offered  shares.
However,  we have not filed the registration  statement of which this prospectus
forms a part  because of any present  intention of the selling  shareholders  to
sell any of the  offered  shares.  Rather,  the selling  shareholders  intend to
pledge all or a part of the offered  shares held by them to one or more banks or
brokerage  houses as collateral  for loans to the selling  shareholders.  In the
event of a default under a loan to a selling shareholder which is secured by the
pledge of offered  shares,  the lender  will have the right to cause the sale of
the offered  shares under the  registration  statement of which this  prospectus
forms a part.

         One or both of the selling  shareholders,  at the direction of a lender
or  otherwise,  or any  lender  may sell  offered  shares  from  time to time to
purchasers directly.  Alternatively, one or both of the selling shareholders, at
the  direction  of a lender or  otherwise,  or any  lender may from time to time
offer the offered shares through underwriters, dealers or agents who may receive
compensation in the form of underwriting  discounts,  concessions or commissions
from the selling  shareholders  and/or the purchasers of offered shares for whom
they may act as agent. The selling shareholders and any underwriters, dealers or
agents who  participate in the  distribution of the offered shares may be deemed
to be  underwriters,  and any profits on the sale of the offered  shares by them
and any  discounts,  commissions or  concessions  received by any  underwriters,
dealers or agents might be deemed to be  underwriting  discounts and commissions
under the Securities Act of 1933, as amended.

         To  the  extent  the   selling   shareholders   may  be  deemed  to  be
underwriters,  the  selling  shareholders  may be subject  to certain  statutory
liabilities of the Securities Act of 1933, as amended, including but not limited
to,  Sections  11, 12 and 17 of that act and Rule  10b-5  under  the  Securities
Exchange  Act of  1934,  as  amended.  At  any  time a  selling  shareholder  or
underwriter   makes  a  particular  offer  of  the  offered  shares  under  this
prospectus,  if required, the selling shareholder or underwriter will distribute
a prospectus supplement that will identify the

                                       14

<PAGE>



aggregate  amount of the shares  being  offered  and the terms of the  offering,
including  the  name or  names  of any  underwriters,  dealers  or  agents,  any
discounts,  commissions  and  other  items  constituting  compensation  from the
selling  shareholders and any discounts,  commissions or concessions  allowed or
reallowed or paid to dealers.  We will file the  prospectus  supplement  and, if
necessary,  a post-effective  amendment to the  registration  statement of which
this  prospectus is a part with the SEC to reflect the  disclosure of additional
information with respect to the distribution of the offered shares.

         The  offered  shares  may be  sold  from  time  to  time in one or more
transactions  at a fixed  offering  price,  which may be changed,  or at varying
prices  determined  at the time of sale or at  negotiated  prices.  The  offered
shares may be sold in transactions in which this prospectus is delivered or, for
selling  shareholders who are not underwriters and who are not affiliates of us,
in which  this  prospectus  is not  delivered.  The  selling  shareholders  will
determine those prices,  or those prices will be determined by agreement between
the selling shareholders and underwriters or dealers.

         The  selling  shareholders  and any  other  person  participating  in a
distribution may be subject to applicable provisions of the Exchange Act and the
rules and regulations  thereunder,  including  without  limitation  Rules 10b-3,
10b-6 or 10b-7,  which provisions may limit the timing or purchases and sales of
any of the offered shares by the selling shareholders and any other such person.
Furthermore,  under Rule 10b-6 under the Exchange Act to the extent  applicable,
any  person   engaged  in  a   distribution   of  the  offered  shares  may  not
simultaneously engage in market making activities with respect to the particular
offered shares being distributed for a period of nine business days prior to the
commencement  of  the  distribution.   All  of  the  foregoing  may  affect  the
marketability  of the offered  shares and the ability of any person or entity to
engage in market making activities with respect to the offered shares.

         Our estimated expenses aggregate to approximately $6,900.


                                       15

<PAGE>

                                  LEGAL MATTERS

         Sullivan & Worcester  LLP,  Boston,  Massachusetts,  our lawyers,  have
issued an opinion about the legality of our common shares.  Sullivan & Worcester
LLP relied,  as to certain matters of Maryland law, upon one or more opinions of
Ballard Spahr Andrews & Ingersoll,  LLP, Baltimore,  Maryland.  Barry M. Portnoy
was a partner and  chairman of the firm of Sullivan & Worcester  LLP until March
31, 1997 and is one of our  managing  trustees.  Mr.  Portnoy is also a managing
trustee of HRPT Properties  Trust, a director and 50% owner of Reit Management &
Research,  Inc., our investment advisor.  Jennifer B. Clark, a vice president at
Reit  Management  and Research,  Inc., was a partner of Sullivan & Worcester LLP
until July 1, 1999.  Sullivan & Worcester LLP also  represents  HRPT  Properties
Trust, Reit Management & Research, Inc. and their affiliates on various matters.

                                     EXPERTS

         Our  consolidated  financial  statements  and related  schedule for the
years ended December 31, 1998, 1997 and 1996 and the financial statements of HMH
HPT Courtyard LLC for the fiscal years ended December 31, 1998,  January 2, 1998
and January 3, 1997 have been audited by Arthur Andersen LLP, independent public
accountants,  as indicated in their reports with respect thereto,  and appear in
our  Annual  Report on Form  10-K for the year  ended  December  31,  1998.  The
financial  statements  referred to above are incorporated herein by reference in
reliance  upon such reports  given upon the authority of said firm as experts in
accounting and auditing.

                              ABOUT THIS PROSPECTUS

         This prospectus is part of a registration statement on Form S-3 that we
have filed with the Securities and Exchange Commission. This prospectus does not
contain all of the information that you will find in the registration statement.
Statements  in this  prospectus  about the  contents  of any  contract  or other
document are not necessarily  complete.  In addition to reading this prospectus,
you should read the copies of the  contracts  and other  documents  that we have
filed as exhibits to the registration statement.  The statements we make in this
prospectus  are  qualified in all respects by the  information  contained in the
exhibits to the registration  statement.  The section called "Where You Can Find
More Information" below contains  information about how you can obtain copies of
the registration statement and additional information about us.

         You should rely only on the  information  contained or  incorporated by
reference in this  prospectus.  We have not, and the selling  shareholders  have
not, authorized any other person to provide you with different  information.  If
anyone provides you with different or inconsistent  information,  you should not
rely on it. We are not, and the selling shareholders are not, making an offer to
sell  these  securities  in any  jurisdiction  where  the  offer  or sale is not
permitted.  You should assume that the information appearing in this prospectus,
as  well  as  the  information  we  have  previously  filed  with  the  SEC  and
incorporated by reference, is accurate only as of the date on the front cover of
this prospectus.  Our business,  financial condition,  results of operations and
prospects may have changed since that date.



                                       16

<PAGE>
                     INCORPORATION OF DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered to be part of this  prospectus,  and later  information  that we file
with the SEC will  automatically  update  and  supersede  this  information.  We
incorporate  by reference the  documents  listed below which were filed with the
SEC under the Securities Exchange Act of 1934, as amended:

   o  Annual Report on Form 10-K for the year ended December 31, 1998;

   o  Quarterly  Reports on Form 10-Q for the quarterly  periods ended March 31,
      1999 and June 30, 1999;

   o  Current Reports on Form 8-K dated February 11, 1999, March 23, 1999, April
      7, 1999, April 30, 1999 and May 5, 1999; and

   o  the  description  of our  common  shares  contained  in  our  Registration
      Statement on Form 8-A dated August 14, 1995.

      We also  incorporate by reference each of the following  documents that we
will file with the SEC after the date of this  prospectus  but before the end of
the offering of the offered common shares:

   o  Reports filed under Sections 13(a) and (c) of the Exchange Act;

   o  Definitive  proxy or information  statements filed under Section 14 of the
      Exchange Act in connection with any subsequent stockholders' meeting; and

   o  Any reports filed under Section 15(d) of the Exchange Act.

      We also  incorporate  by  reference  each of the  reports  and  statements
described in the preceding  paragraph  which we will file with the SEC after the
date of the registration statement of which this prospectus is a part but before
the effectiveness of that registration statement.

      You may request a copy of any of the filings (excluding  exhibits),  at no
cost, by writing or telephoning us at the following address:

      Investor Relations
      Hospitality Properties Trust
      400 Centre Street
      Newton, Massachusetts  02458
      (617) 964-8389


                                       17

<PAGE>
                       WHERE YOU CAN FIND MORE INFORMATION

      You may read and copy any material  that we file with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain  information on the operation of the Public Reference Room by calling the
SEC at  1-800-SEC-  0330.  You may  access our  electronic  filings on the SEC's
Internet site, http://www.sec.gov, which contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the SEC.

                           FORWARD LOOKING STATEMENTS

      This  prospectus  contains  statements  which  constitute  forward looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.  Those  statements  appear in a number of  places in this  prospectus  and
include  statements  regarding  the intent,  belief or  expectations  of HPT its
trustees  or its  officers  with  respect to the  policies  and plans of HPT. We
caution you that these forward  looking  statements are not guarantees of future
performance  and involve risks and  uncertainties,  and that actual  results may
differ  materially from those  contained in the forward looking  statements as a
result of various factors. These factors include, without limitation, changes in
financing terms, our ability or inability to complete acquisitions and financing
transactions,  results of operations of our  properties  and general  changes in
economic conditions not presently contemplated. The information contained in our
Annual Report on Form 10-K for the year ended  December 31, 1998,  including the
information under the heading "Management's Discussion and Analysis of Financial
Condition and Results of Operations,"  identifies  other important  factors that
could cause these differences.

                                -----------------

      The Declaration of Trust of HPT,  amended and restated on August 21, 1995,
a copy of which,  together  with all  amendments  thereto,  is duly filed in the
office of the Department of  Assessments  and Taxation of the State of Maryland,
provides  that the name  "Hospitality  Properties  Trust" refers to the trustees
under the declaration of trust,  collectively as trustees,  but not individually
or personally, and that no trustee, officer,  shareholder,  employee or agent of
HPT shall be held to any  personal  liability,  jointly  or  severally,  for any
obligation  of, or claim  against,  HPT. All persons  dealing  with  Hospitality
Properties,  in any way, shall look only to the assets of HPT for the payment of
any sum or the performance of any obligation.


                                       18

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.          Other Expenses of Issuance and Distribution

         Set forth below is an estimate  (except in the case of the registration
fee) of the amount of fees and  expenses to be incurred in  connection  with the
issuance and distribution of the offered shares  registered  hereby,  other than
underwriting  discounts and commission,  if any, incurred in connection with the
sale of the  offered  shares.  All such  amounts  will be  borne by  Hospitality
Properties Trust (the "Company").

Registration Fee Under Securities Act                       $ 1,933.00
Blue Sky Fees and Expenses                                        0.00
Legal Fees and Expenses                                       2,000.00
Accounting Fees and Expenses                                  1,500.00
Printing and Engraving                                          100.00
Miscellaneous Fees and Expenses                               1,400.00
                                                             ---------
   Total:                                                    $6,933.00



Item 15.          Indemnification of Directors and Officers

         Section 6.4 of the Company's  Declaration of Trust, filed as an Exhibit
to the  Company's  Annual  Report on Form 10-K for the year ended  December  31,
1998,  which  provides  for  indemnification  of  Trustees  and  officers of the
Company, is hereby incorporated by reference.

Item 16.          Exhibits

3.1      Composite  copy of Amended  and  Restated  Declaration  of Trust  dated
         August 21, 1995, as amended to date.  (Incorporated by reference to the
         Company's  Annual  Report on Form 10-K for the year ended  December 31,
         1999)

3.2      Articles  Supplementary dated June 2, 1997.  (Incorporated by reference
         to the Company's Annual Report on Form 10-K for the year ended December
         31, 1997)

3.3      Articles Supplementary dated April 8, 1999.  (Incorporated by reference
         to the Company's Current Report on Form 8-K dated April 30, 1999)

3.4      Bylaws of the Company,  as amended to date.  (Incorporated by reference
         to the Company's Current Report on Form 8-K dated November 11, 1998)

4.1      Form of Common  Share  Certificate.  (Incorporated  by reference to the
         Company's Registration Statement on Form S-11 (File No. 33-92330))

4.2      Rights  Agreement,  dated as of May 20,  1997,  between the Company and
         State Street Bank and Trust Company, as Rights Agent.  (Incorporated by
         reference  to the  Company's  Current  Report on Form 8-K dated May 20,
         1997)

5.1      Opinion of Sullivan & Worcester LLP.  (Filed herewith)

5.2      Opinion of Ballard Spahr Andrews & Ingersoll, LLP.  (Filed herewith)

8        Opinion of Sullivan and Worcester LLP as to certain tax matters. (Filed
         herewith)

23.1     Consent of Arthur Andersen LLP (Filed herewith)

                                      II-1

<PAGE>



23.2     Consent of Sullivan & Worcester LLP.  (Included in Exhibits 5.1 and 8)

23.3     Consent of Ballard Spahr Andrews & Ingersoll, LLP. (Included in Exhibit
         5.2)

24       Powers of Attorney.  (Contained on Page II-4)

Item 17.          Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this registration statement:

                  (i)      To  include  any   prospectus   required  by  section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  registration
                           statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in this registration statement.
                           Notwithstanding   the  foregoing,   any  increase  or
                           decrease  in volume  of  securities  offered  (if the
                           total dollar value of  securities  offered  would not
                           exceed that which was  registered)  and any deviation
                           from  the low or high  end of the  estimated  maximum
                           offering  range  may  be  reflected  in the  form  of
                           prospectus filed with the Commission pursuant to Rule
                           424(b)  (Section  230.424(b) of 17 C.F.R.) if, in the
                           aggregate,  the changes in volume and price represent
                           no more than a 20%  change in the  maximum  aggregate
                           offering  price  set  forth  in the  "Calculation  of
                           Registration Fee" table in the effective registration
                           statement; and

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           this registration statement or any material change to
                           such information in this registration statement;

         provided,  however, that subparagraphs (i) and (ii) do not apply if the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is contained in the periodic  reports  filed with or
         furnished to the Securities  and Exchange  Commission by the registrant
         pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act
         of 1934  that  are  incorporated  by  reference  in  this  registration
         statement.

         (2) That  for the  purpose  of  determining  any  liability  under  the
         Securities Act of 1933,  each such  post-effective  amendment  shall be
         deemed to be a new  registration  statement  relating to the securities
         offered herein,  and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  which  remain  unsold at the
         termination of the offering.

(b)      The  undersigned  registrant  hereby further  undertakes  that, for the
         purposes of determining any liability under the Securities Act of 1933,
         each filing of the registrant's annual report pursuant to Section 13(a)
         or  Section  15(d)  of the  Securities  Exchange  of  1934  (and  where
         applicable,  each filing of an employee  benefit  plan's  annual report
         pursuant to Section 15(d) of the Securities  Exchange Act of 1934) that
         is  incorporated by reference in this  registration  statement shall be
         deemed to be a new  registration  statement  relating to the securities
         offered herein,  and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be  permitted to  trustees,  officers  and  controlling
         persons of the registrant  pursuant to the provisions  described  under
         Item  15 of this  registration  statement,  or  otherwise  (other  than
         insurance),  the registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public policy as

                                      II-2

<PAGE>



         expressed in such Act and is,  therefore,  unenforceable.  In the event
         that a claim for  indemnification  against such liabilities (other than
         the  payment  by the  registrant  of  expenses  incurred  or  paid by a
         trustee,  officer  or  controlling  person  of  the  registrant  in the
         successful  defense of any action,  suit or  proceeding) is asserted by
         such trustee,  officer or  controlling  person in  connection  with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been  settled by  controlling  precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in such Act
         and will be governed by the final adjudication of such issue.


                                      II-3

<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-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 October 19,
1999.

                                     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  Registration  Statement  on Form S-3  relating  to common  shares has been
signed  below  by the  following  persons  in the  capacities  and on the  dates
indicated;  and each of the  undersigned  officers and  trustees of  Hospitality
Properties Trust, hereby severally constitute and appoint John G. Murray, Thomas
M. O'Brien, Gerard M. Martin and Barry M. Portnoy, and each of them, to sign for
him,  and in his  name  in  the  capacity  indicated  below,  this  Registration
Statement for the purpose 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                 October 19, 1999
John G. Murray                           Officer (principal executive officer)

/s/ Thomas M. O'Brien                    Treasurer and Chief Financial                 October 19, 1999
Thomas M. O'Brien                        Officer

                                         Trustee                                       October __, 1999
John L. Harrington

/s/ Arthur G. Koumantzelis               Trustee                                       October 19, 1999
Arthur G. Koumantzelis

/s/ Gerard M. Martin                     Managing Trustee                              October 19, 1999
Gerard M. Martin

/s/ Barry M. Portnoy                     Managing Trustee                              October 19, 1999
Barry M. Portnoy

/s/ William J. Sheehan                   Trustee                                       October 19, 1999
William J. Sheehan

</TABLE>


                                                       II-4



                              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



                                                                     Exhibit 5.1






                                         October 19, 1999


Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts 02458

  Re:  Registration Statement on Form S-3;
       313,430 Common Shares of Beneficial Interest, par value $.01 per share


Dear Sir or Madam:

         In connection with the  registration  under the Securities Act of 1933,
as amended (the "Act"), by Hospitality  Properties Trust, a Maryland real estate
investment trust (the "Company"), of 313,430 shares (the "Shares") of its common
shares of beneficial interest, par value $.01 per share, all of which Shares are
to be sold  from  time to time by Gerard M.  Martin  and Barry M.  Portnoy  (the
"Selling  Shareholders"),  at the direction of a lender or lenders or otherwise,
the following  opinion is furnished to you 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  (the  "Registration   Statement").   The
Registration  Statement describes a proposed reoffering and resale of the Shares
by the Selling Shareholders (the "Offering").

         We have  acted  as  counsel  to the  Company  in  connection  with  the
Offering,  and we have  examined  originals  or copies,  certified  or otherwise
identified to our satisfaction,  of the Registration Statement,  the Amended and
Restated Declaration of Trust of the Company, as presently in effect,  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 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


<PAGE>


Hospitality Properties Trust
October 19, 1999
Page 2


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 herewith as Exhibit 5.2 to the Registration Statement,  and our opinion is
subject to the exceptions, qualifications and limitations therein expressed.

         Based on and subject to the  foregoing,  we are of the opinion that, as
of the date hereof, the Shares are duly authorized,  validly issued,  fully paid
and nonassessable by the Company.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement  and to the  reference  to our  firm  in the  Prospectus
forming a 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 the  rules  and  regulations  of the
Commission promulgated thereunder.

                                               Very truly yours,



                                               /s/ SULLIVAN & WORCESTER LLP
                                               SULLIVAN & WORCESTER LLP


                                                                     EXHIBIT 5.2


                     BALLARD SPAHR ANDREWS & INGERSOLL, LLP
                                   19th Floor
                            300 East Lombard Street
                         Baltimore, Maryland 21202-3268
                                 (410) 528-5600
                            FAX (410) 528-5650/5651




                                                 October 19, 1999

Hospitality 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 Hospitality  Properties  Trust, a
Maryland  real estate  investment  trust (the  "Company"),  in  connection  with
certain  matters of  Maryland  law arising  out of the  registration  of 313,430
common shares (the "Shares") of beneficial  interest,  $.01 par value per share,
of the Company ("Common Shares"),  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").  The Shares were issued
to the  Advisors  (as  defined  herein) and may be sold from time to time by the
selling shareholders referred to in the Registration Statement. 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 examined  originals,  or copies
certified  or  otherwise  identified  to  our  satisfaction,  of  the  following
documents (hereinafter collectively referred to as the "Documents"):

1.       The Registration Statement;

2.       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");


<PAGE>


Hospitality Properties Trust
October 19, 1999
Page 2



3.       The Bylaws of the Company, as amended,  certified as of the date hereof
         by the Secretary of the Company;

4.       A  certificate  as of a recent date of the SDAT as to the good standing
         of the Company;

5.       Resolutions adopted by the Board of Trustees of the Company (the "Board
         of Trustees"),  or a duly authorized committee thereof, relating to the
         approval  of the  Advisory  Agreements  (as  defined  herein)  and  the
         authorization  of the  issuance  and  registration  of the Shares  (the
         "Resolutions"), certified as of the date hereof by the Secretary of the
         Company;

6.       The Advisory Agreement, dated as of August 21, 1995, by and between the
         Company  and  HRPT  Advisors,   Inc.,  a  Delaware  corporation  ("HRPT
         Advisors"),  pursuant to which  certain of the Shares were issued,  and
         the Advisory Agreement, dated as of January 1, 1998, by and between the
         Company and Reit  Management & Research,  Inc., a Delaware  corporation
         ("RMR," and together with HRPT  Advisors,  collectively  referred to as
         the  "Advisors"),  pursuant to which  certain of the Shares were issued
         (collectively referred to as the "Advisory  Agreements"),  certified as
         of the date hereof by the Secretary of the Company;

7.       A certificate executed by the Secretary of the Company, dated as of the
         date hereof; and

8.       Such  other  documents  and  matters  as we have  deemed  necessary  or
         appropriate  to express  the opinion  set forth  below,  subject to the
         assumptions, limitations and qualifications stated herein.

         In  expressing  the  opinion  set  forth  below,  we have  assumed  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.

         3. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.



<PAGE>


Hospitality Properties Trust
October 19, 1999
Page 3


         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 issued or  transferred  in violation of any
restriction or limitation contained in the Declaration of Trust.

         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  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.

         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
(except  Sullivan & Worcester LLP,  counsel to the Company,  in connection  with
their opinion,  dated the date hereof,  relating to the Shares) without, in each
instance, our prior written consent.


<PAGE>


Hospitality Properties Trust
October 19, 1999
Page 4


         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 8


                              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





                                                       October 19, 1999




Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts  02458

         Re:      Registration Statement on Form S-3;
                  313,430 Common Shares of Beneficial Interest,
                  par value $.01 per share

Ladies and Gentlemen:

         In connection with the  registration  under the Securities Act of 1933,
as amended (the "Act"), by Hospitality  Properties Trust, a Maryland real estate
investment  trust (the  "Company"),  of 313,430  shares of its common  shares of
beneficial  interest,  par value $.01 per share,  all of which  shares are to be
sold  from  time to time by  Gerard  M.  Martin  and  Barry M.  Portnoy,  at the
direction  of a lender  or  lenders  or  otherwise,  the  following  opinion  is
furnished to you to be filed with the  Securities and Exchange  Commission  (the
"Commission") as Exhibit 8 to the Company's  registration  statement on Form S-3
(the "Registration Statement").

         We have  acted  as  counsel  for the  Company  in  connection  with its
Registration  Statement and we have examined  originals or copies,  certified or
otherwise  identified  to  our  satisfaction,  of  the  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  relevant and  necessary in order to furnish the opinion  hereinafter
set forth.  Specifically,  and without limiting the generality of the foregoing,
we have reviewed the Company's  declaration  of trust,  as amended and restated,
the by-laws of the Company,  the prospectus  forming a part of the  Registration
Statement (the  "Prospectus"),  and the Company's Annual Report on Form 10-K for
the year ended  December 31, 1998,  filed under the  Securities  Exchange Act of
1934 (the "Annual  Report").  We have reviewed the sections of the Annual Report
captioned "Federal Income Tax  Considerations" and "ERISA Plans, Keogh Plans and
Individual  Retirement Accounts." With respect to all questions of fact on which
the  opinion  set  forth  below is  based,  we have  assumed  the  accuracy  and
completeness  of and have relied on the  information set forth in the Prospectus
and the Annual Report, and in the documents  incorporated  therein by reference,
and on  representations  made to us by the officers of the Company.  We have not
independently verified such information.


<PAGE>


Hospitality Properties Trust
October 19, 1999
Page 2

         The opinion set forth below is based upon the Internal  Revenue Code of
1986,  as  amended,  the  Treasury  Regulations  issued  thereunder,   published
administrative  interpretations  thereof,  and judicial  decisions  with respect
thereto, all as of the date hereof (collectively,  the "Tax Laws"), and upon the
Employee  Retirement Income Security Act of 1974, as amended,  the Department of
Labor regulations issued thereunder,  published  administrative  interpretations
thereof,  and judicial decisions with respect thereto, all as of the date hereof
(collectively, the "ERISA Laws"). No assurance can be given that the Tax Laws or
the ERISA Laws will not change. In preparing the discussions with respect to Tax
Laws and ERISA Laws  matters in the  sections  of the  Annual  Report  captioned
"Federal Income Tax Considerations" and "ERISA Plans, Keogh Plans and Individual
Retirement  Accounts," we have made certain  assumptions  and expressed  certain
conditions and qualifications therein, all of which assumptions,  conditions and
qualifications are incorporated herein by reference.

         Based upon and subject to the foregoing, we are of the opinion that the
discussions  with  respect to Tax Laws and ERISA Laws matters in the sections of
the Annual  Report  captioned  "Federal  Income Tax  Considerations"  and "ERISA
Plans, Keogh Plans and Individual Retirement Accounts," in all material respects
are  accurate  and fairly  summarize  the Tax Laws  issues and ERISA Laws issues
addressed  therein,  and hereby confirm that the opinions of counsel referred to
in said sections represent our opinions on the subject matter thereof.

         We hereby consent to the  incorporation of this opinion by reference as
an exhibit to the Registration Statement and to the reference to our firm in the
Prospectus.  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 23.1


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

         As   independent   public   accountants,   we  hereby   consent to  the
incorporation  by  reference  in  this  registration  statement  and  prospectus
supplement of our reports included in Hospitality  Properties  Trust's Form 10-K
and to all references to our Firm included in this registration statement.

Vienna, Va.
October 12, 1999                                   /s/ Arthur Andersen LLP


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission