-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F3UJ5C3VaLmy0TNCU0GwofJG9alGx9sf3Za4052jE4WWizLn2fPB8iHAQ51IFy4R /q5MQ9xs31hyB4RTP6KbTg== 0000908737-98-000135.txt : 19980211 0000908737-98-000135.hdr.sgml : 19980211 ACCESSION NUMBER: 0000908737-98-000135 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980210 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOSPITALITY PROPERTIES TRUST CENTRAL INDEX KEY: 0000945394 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 043262075 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44389 FILM NUMBER: 98527777 BUSINESS ADDRESS: STREET 1: 400 CENTRE ST CITY: NEWTON STATE: MA ZIP: 02158 BUSINESS PHONE: 6179648389 MAIL ADDRESS: STREET 1: 400 CENTRE STREET CITY: NEWTON STATE: MA ZIP: 02158 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH & RETIREMENT PROPERTIES TRUST CENTRAL INDEX KEY: 0000803649 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 046558834 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 400 CENTRE ST CITY: NEWTON STATE: MA ZIP: 02158 BUSINESS PHONE: 6173323990 MAIL ADDRESS: STREET 1: 400 CENTRE STREET CITY: NEWTON STATE: MA ZIP: 02158 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH & REHABILITATION PROPERTIES TRUST DATE OF NAME CHANGE: 19920703 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 2 )* HOSPITALITY PROPERTIES TRUST (Name of Issuer) COMMON SHARES OF BENEFICIAL INTEREST, $.01 PAR VALUE (Title of Class of Securities) 44106M 10 2 (CUSIP Number) David J. Hegarty Health and Retirement Properties Trust 400 Centre Street Newton, MA 02158 (617) 332-3990 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 9, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 44106M 10 2 Page 2 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Health and Retirement Properties Trust I.R.S. ID No. 04-6558834 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland 7 SOLE VOTING POWER NUMBER OF SHARES 4,000,000 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 4,000,000 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.28% 14 TYPE OF REPORTING PERSON* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 44106M 10 2 Page 3 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HRPT Advisors, Inc. I.R.S. ID No. 04-2932507 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 280,526 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 280,526 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,280,526 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 44106M 10 2 Page 4 of 6 Pages The persons filing this amendment are Health and Retirement Properties Trust, a Maryland real estate investment trust ("HRP"), and HRPT Advisors, Inc., a Delaware Corporation ("Advisors"). Terms used in this amendment without definition are used as defined in the Schedule 13D to which this amendment relates (the "Schedule"). This amendment is filed as a result of (i) the Company's public offering of Common Shares of Beneficial Interest, par value $.01 ("Shares"), in which it issued 12,000,000 additional Shares on December 12, 1997 and in which the underwriters' overallotment option expired on January 9, 1998, and (ii) the Company's issuance of 15,931 Shares to Advisors on February 4, 1998 pursuant to the Advisory Agreement. The Schedule is hereby amended as follows: Item 1. Identify and background. Item 1 of the Schedule is hereby amended to state that the Directors of Advisors are Gerard M. Martin and Barry M. Portnoy and that the executive officers of Advisors are Gerard M. Martin, President, Barry M. Portnoy, Vice President, Thomas M. O'Brien, Vice President and David J. Hegarty, Treasurer. Item 3. Source and amount of funds or other consideration. Item 3 of the Schedule is hereby amended by adding the following sentence at the end thereof: "On February 4, 1998, Advisors acquired 15,931 Shares as an incentive fee pursuant to the investment advisory agreement between HPT and Advisors referred to below." Item 5. Interest in securities of the issuer. Item 5 of the Schedule is hereby amended and restated in its entirety as follows: "(a) HRP currently holds 4,000,000 Shares, or 10.28% of the issued and outstanding Shares. Advisors directly owns 280,526 Shares, or 0.72% of the issued and outstanding Shares and may under applicable regulatory definitions be deemed to beneficially own HRP's 4,000,000 Shares. Advisors expressly disclaims any beneficial ownership of HRP's 4,000,000 Shares. (b) HRP has sole power to vote or dispose of its 4,000,000 Shares and Advisors has sole power to vote or dispose of its 280,526 Shares. (c) Except as described in Item 3, as amended, no transactions in Shares have been effected during the past sixty days by HRP or Advisors. SCHEDULE 13D CUSIP No. 44106M 10 2 Page 5 of 6 Pages (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of securities covered by this statement." Item 6. Contracts, arrangements, understandings or relationships with respect to securities of the issuer. Item 6 of the Schedule is hereby amended to add the following at the end thereof: "Each of HRP and Advisors entered into a "lock-up agreement" on December 9, 1997 with the representative of the underwriters (the "Representative") of HPT's public offering of Shares commencing in December 1997 pursuant to which HRP and Advisors agreed not to directly or indirectly, offer, sell, contract to sell, grant any option to purchase or otherwise in any manner, transfer all or a portion of their Shares until March 9, 1998, without the prior consent of the Representative." Item 7. Material to be filed as exhibits. The following documents are filed as additional exhibits to the Schedule: 5. HRP Lock-up Agreement dated December 9, 1997 6. Advisors Lock-up Agreement dated December 9, 1997 SCHEDULE 13D CUSIP No. 44106M 10 2 Page 6 of 6 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and current. February 10, 1998 HEALTH AND RETIREMENT PROPERTIES TRUST By: /s/ Ajay Saini Title: Treasurer and Chief Financial Officer February 10, 1998 HRPT ADVISORS, INC. By: /s/ Thomas M. O'Brien Title: Vice President EX-5 2 EXHIBIT 5 LOCK-UP AGREEMENT FOR HRPT December 9, 1997 Donaldson, Lufkin & Jenrette Securities Corporation A.G. Edwards & Sons, Inc. Legg Mason Wood Walker, Incorporated Merrill Lynch, Pierce, Fenner & Smith Incorporated Prudential Securities Incorporated Smith Barney Inc. As Representatives of the several Underwriters described below Dear Sirs: The undersigned understands that Donaldson, Lufkin & Jenrette Securities Corporation, A.G. Edwards & Sons, Inc., Legg Mason Wood Walker, Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Prudential Securities Incorporated and Smith Barney Inc., as representatives (the "Representatives") of the several Underwriters, propose to enter into an Underwriting Agreement between Hospitality Properties Trust (the "Company") and the several Underwriters named in Schedule I thereto (the "Underwriters") providing for the public offering by the Underwriters of up to 11,500,000 (including an overallotment option) Common Shares of Beneficial Interest, par value $0.01 per share (the "Common Shares"), of the Company (the "Public Offering"). The parties hereto acknowledge that the number of Common Shares to be sold in the Public Offering, and any other terms of the Public Offering, may be varied at any time, with no effect on the validity or binding nature of this letter agreement. In consideration of the Underwriters' agreement to purchase and undertake the Public Offering of Common Shares and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned agrees that it will not, directly or indirectly, (i) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any Common Shares (regardless of whether any of the transactions described in clause (i) or (ii) is to be settled by the delivery of Common Shares, or such other securities, in cash or otherwise), without the prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), for a period of ninety (90) days after the date of the final prospectus supplement relating to the Public Offering. In addition, the undersigned agrees that it will and the Company may (i) with respect to any Common Shares for which the undersigned is a record holder, cause the transfer agent for the Company to note stop transfer instructions with respect to such Common Shares on the transfer books and records of the Company and (ii) with respect to any Common Shares for which the undersigned is the beneficial holder but not the record holder, cause the record holder of such Common Shares to cause the transfer agent for the Company to note stop transfer instructions with respect to such Common Shares on the transfer books and records of the Company. In addition, during such period, the undersigned agrees not to make any demand for, or exercise any right with respect to, the registration of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares without the prior written consent of DLJ. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. The undersigned hereby represents and warrants that (i) it has duly authorized, executed and delivered this letter agreement, (ii) it has full power and authority to enter into this letter agreement and (iii) upon request, it will execute any additional documents necessary or desirable in connection with the enforcement hereof. All authority herein conferred or agreed to be conferred by the undersigned and all obligations of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. In addition, the undersigned hereby agrees to take all action necessary to cause its trustees, directors, officers or affiliates under its control to comply with the terms of this letter agreement as if such persons or entities were parties hereto. 2 Very truly yours, HEALTH AND RETIREMENT PROPERTIES TRUST By /s/ David J. Hegarty Name: David J. Hegarty Title: President Accepted and agreed as of the date first above written: DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION By /s/ Steven L. Kantor Name: Steven L. Kantor Title: Managing Director 3 EX-6 3 EXHIBIT 6 LOCK-UP AGREEMENT FOR ADVISORS December 9, 1997 Donaldson, Lufkin & Jenrette Securities Corporation A.G. Edwards & Sons, Inc. Legg Mason Wood Walker, Incorporated Merrill Lynch, Pierce, Fenner & Smith Incorporated Prudential Securities Incorporated Smith Barney Inc. As Representatives of the several Underwriters described below Dear Sirs: The undersigned understands that Donaldson, Lufkin & Jenrette Securities Corporation, A.G. Edwards & Sons, Inc., Legg Mason Wood Walker, Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Prudential Securities Incorporated and Smith Barney Inc., as representatives (the "Representatives") of the several Underwriters, propose to enter into an Underwriting Agreement between Hospitality Properties Trust (the "Company") and the several Underwriters named in Schedule I thereto (the "Underwriters") providing for the public offering by the Underwriters of up to 11,500,000 (including an overallotment option) Common Shares of Beneficial Interest, par value $0.01 per share (the "Common Shares"), of the Company (the "Public Offering"). The parties hereto acknowledge that the number of Common Shares to be sold in the Public Offering, and any other terms of the Public Offering, may be varied at any time, with no effect on the validity or binding nature of this letter agreement. In consideration of the Underwriters' agreement to purchase and undertake the Public Offering of Common Shares and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned agrees that it will not, directly or indirectly, (i) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any Common Shares (regardless of whether any of the transactions described in clause (i) or (ii) is to be settled by the delivery of Common Shares, or such other securities, in cash or otherwise), without the prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), for a period of ninety (90) days after the date of the final prospectus supplement relating to the Public Offering. In addition, the undersigned agrees that it will and the Company may (i) with respect to any Common Shares for which the undersigned is a record holder, cause the transfer agent for the Company to note stop transfer instructions with respect to such Common Shares on the transfer books and records of the Company and (ii) with respect to any Common Shares for which the undersigned is the beneficial holder but not the record holder, cause the record holder of such Common Shares to cause the transfer agent for the Company to note stop transfer instructions with respect to such Common Shares on the transfer books and records of the Company. In addition, during such period, the undersigned agrees not to make any demand for, or exercise any right with respect to, the registration of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares without the prior written consent of DLJ. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. The undersigned hereby represents and warrants that (i) it has duly authorized, executed and delivered this letter agreement, (ii) it has full power and authority to enter into this letter agreement and (iii) upon request, it will execute any additional documents necessary or desirable in connection with the enforcement hereof. All authority herein conferred or agreed to be conferred by the undersigned and all obligations of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. In addition, the undersigned hereby agrees to take all action necessary to cause its trustees, director, officers or affiliates under its control to comply with the terms of this letter agreement as if such persons or entities were parties hereto. 2 Very truly yours, HRPT ADVISORS, INC. By /s/ David J. Hegarty Name: David J. Hegarty Title: President Accepted and agreed as of the date first above written: DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION By /s/ Steven L. Kantor Name: Steven L. Kantor Title: Managing Director 3 -----END PRIVACY-ENHANCED MESSAGE-----