-----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, SC3RNLTp3uqZBsKVPNwFLfcaINR/hWOm2Ow0dHT1N9IM9cIuSOFQgcs5O64MTIaa DbpWBgB5hu3yuabMG9BSCA== 0000908737-98-000342.txt : 19980331 0000908737-98-000342.hdr.sgml : 19980331 ACCESSION NUMBER: 0000908737-98-000342 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980330 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: 98579043 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 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3 )* 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) February 11, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 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/A CUSIP No. 44106M 10 2 Page 2 of 5 Pages - --------------------- ----------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 8 SHARED VOTING POWER EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 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) 9.7% 14 TYPE OF REPORTING PERSON* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D/A CUSIP No. 44106M 10 2 Page 3 of 5 Pages - --------------------- ----------------- 1 NAMES OF REPORTING PERSONS OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 280,526 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 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) 0.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D/A CUSIP No. 44106M 10 2 Page 4 of 5 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"). Item 5. Interest in securities of the issuer. Through December 31, 1997, Advisors was HRP's investment advisor and as such could, under applicable regulatory definitions, have been deemed to owned beneficially HRP's 4,000,000 Shares. As previously disclosed in this Schedule, Advisors expressly disclaimed any beneficial ownership of HRP's 4,000,000 Shares. Effective January 1, 1998, the advisory agreement between Advisors and HRP was terminated, and Advisors ceased to be HRP's investment advisor. Accordingly, the basis on which Advisors may have been deemed to own HRP's 4,000,000 Shares no longer exists. Advisors continues to own directly 280,526 Shares, or 0.7% of the issued and outstanding Shares. Item 7. Material to be filed as exhibits. The following documents is filed as an additional exhibit to the Schedule: 7. Termination dated March 30, 1998 of Joint Filing Agreement dated September 1, 1995. SCHEDULE 13D/A CUSIP No. 44106M 10 2 Page 5 of 5 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 correct. March 30, 1998 HEALTH AND RETIREMENT PROPERTIES TRUST By: /s/ Ajay Saini Title: Ajay Saini, Treasurer and Chief Financial Officer March 30, 1998 HRPT ADVISORS, INC. By: /s/ Thomas M. O'Brien Title: Thomas M. O'Brien, Vice President EX-7 2 EXHIBIT 7 TERMINATION dated March 30, 1998 to AGREEMENT dated September 1, 1995 The undersigned hereby agree that the Agreement, dated September 1, 1995, between the undersigned, relating to the joint filing of a Schedule 13D pursuant to the Securities Exchange Act of 1934 with respect to ownership of common shares of beneficial interest of Hospitality Properties Trust, a Maryland real estate investment trust, is hereby terminated. Date: March 30, 1998 HEALTH AND RETIREMENT PROPERTIES TRUST By: /s/ Ajay Saini Ajay Saini, Treasurer and Chief Financial Officer HRPT ADVISORS, INC. By: /s/ Thomas M. O'Brien Thomas M. O'Brien, Vice President -----END PRIVACY-ENHANCED MESSAGE-----