-----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, PYRH6uOT3CD3Je0scBOfi4NAkcHmBPEi3yJE+hMI3P3jQCIlfYIFaPGby1EQURqp GOWqC6GJHseyQKU8/pNNPg== 0000908737-99-000340.txt : 19991018 0000908737-99-000340.hdr.sgml : 19991018 ACCESSION NUMBER: 0000908737-99-000340 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991014 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SENIOR HOUSING PROPERTIES TRUST CENTRAL INDEX KEY: 0001075415 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 043445278 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56905 FILM NUMBER: 99728263 BUSINESS ADDRESS: STREET 1: 400 CENTRE STREET CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 6173323990 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HRPT 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: 02458 BUSINESS PHONE: 6173323990 MAIL ADDRESS: STREET 1: 400 CENTRE STREET CITY: NEWTON STATE: MA ZIP: 02458 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH & RETIREMENT PROPERTIES TRUST DATE OF NAME CHANGE: 19940811 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 (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. 1)* SENIOR HOUSING PROPERTIES TRUST (Name of Issuer) COMMON SHARES OF BENEFICIAL INTEREST, $0.01 PAR VALUE (Title of Class of Securities) 81721M 10 9 (CUSIP Number) John A. Mannix HRPT Properties Trust 400 Centre Street Newton, MA 02458 (617) 332-3990 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 12, 1999 (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 9 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. 81721M 10 9 Page 2 of 9 Pages 1 NAMES OF REPORTING PERSONS OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HRPT 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* 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 Maryland 7 SOLE VOTING POWER NUMBER OF SHARES 12,809,237 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 12,809,237 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,809,237 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.3% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 81721M 10 9 Page 3 of 9 Pages 1 NAMES OF REPORTING PERSONS OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) REIT Management & Research, Inc. I.R.S. ID No. 04-3402206 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,809,237 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.3% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 81721M 10 9 Page 4 of 9 Pages Item 1. Security and Issuer. The class of equity securities to which this statement relates is the Common Shares of Beneficial Interest, par value $0.01 (the "Shares"), of Senior Housing Properties Trust, a Maryland real estate investment Trust ("SNH"), with its principal executive offices located at 400 Centre Street, Newton, Massachusetts 02458. Item 2. Identity and Background. The persons filing this statement are HRPT Properties Trust, a Maryland real estate investment trust ("HRP"), and REIT Management & Research, Inc., a Delaware corporation ("RMR"). HRP's principal business is to operate as a real estate investment trust. The principal office of HRP is located at 400 Centre Street, Newton, Massachusetts 02458. The trustees of HRP are Patrick F. Donelan, Rev. Justinian Manning, C.P., Barry M. Portnoy and Gerard M. Martin. The executive officers of HRP are John A. Mannix, President and Chief Operating Officer and John Popeo, Treasurer, Chief Financial Officer and Secretary. RMR's principal business is providing advisory services to real estate investment trusts such as SNH and others. The principal office of RMR is located at 400 Centre Street, Newton, Massachusetts 02458. The directors of RMR are David J. Hegarty, Gerard M. Martin and Barry M. Portnoy. The executive officers of RMR are David J. Hegarty, President and Secretary, John G. Murray, Executive Vice President, John A. Mannix, Vice President, Thomas M. O'Brien, Vice President, Ajay Saini, Vice President, David M. Lepore, Vice President, Jennifer Clark, Vice President and John Popeo, Treasurer. Each of Messrs. Martin and Portnoy own 50% of the outstanding capital stock of RMR. Each of the individuals listed above (i) is, except for Ajay Saini, a United States citizen, (ii) except for Mr. Donelan and Rev. Manning, has a business address at 400 Centre Street, Newton, Massachusetts 02458 and (iii) except for Messrs. Donelan and Rev. Manning, is principally employed by RMR in the capacity specified above. Mr. Saini is a citizen of the Republic of India and a resident of the United States. Mr. Hegarty also serves as the President, Secretary and Chief Operating Officer of SNH. Mr. Saini also serves as the Treasurer and Chief Financial Officer of SNH. Mr. Donelan is a Director of Dresdner Kleinwort Benson and has a business address at P.O. Box 18075, Riverbank House, 2 Swan Lane, London, United Kingdom. Rev. Manning is the pastor of St. Gabriel's parish at 201 Washington Street, Brighton, Massachusetts 02135. Neither HRP, RMR nor any of the individuals specified above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar SCHEDULE 13D CUSIP No. 81721M 10 9 Page 5 of 9 Pages misdemeanors), or been party to any civil proceeding which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. HRPT Properties Trust, a Maryland real estate investment trust ("HRP"), acquired 26,374,760 Shares in connection with the formation of SNH for $263,747.60. On September 21, 1999, HRP contributed 374,760 Shares to SNH, which were returned to the status of authorized but unissued shares. On October 12, 1999, HRP distributed 13,190,763 Shares to its shareholders. Item 4. Purpose of Transaction. The transactions which may require the filing of this statement are described in Item 3 above and Item 5 below. The transactions were entered into principally for investment purposes. On October 12, 1999, HRP distributed to its shareholders 13,190,763 Shares of its subsidiary, SNH, as a special distribution (the "Spin-Off"). SNH owns 93 senior housing properties that cost $770 million, which HRP previously owned. The record date for the Spin-off was October 8, 1999 (the "Record Date"). HRP shareholders received one Share for every 10 shares of HRP that they owned on the Record Date. The Shares distributed in the Spin-Off have been registered under the Securities Act of 1933, as amended, and separately listed on the New York Stock Exchange under the symbol "SNH." RMR is party to an agreement to provide advisory services to SNH (the "Advisory Agreement"). Pursuant to the terms of the Advisory Agreement, RMR will be paid a base fee in cash and may earn an incentive fee payable in Shares. Although HRP and RMR have no present intention to do so, they may make purchases of Shares from time to time, in the open market or in private transactions, depending on their respective analysis of HPT's business, prospects and financial condition, the market for such stock, other investment and business opportunities available to them, general economic and stock market conditions, proposals from time to time sought by or presented to them and other factors. HRP and RMR each intends to closely monitor their investments and may from time to time take advantage of opportunities presented to them. HRP and RMR may in the future also formulate plans or proposals regarding SNH, including possible future plans or proposals concerning events or transactions of the kind described in paragraphs (a) through (j) below. Depending upon HRP's and RMR's continuing review of their investments and various other factors, including those mentioned above, HRP and/or RMR may (subject to any SCHEDULE 13D CUSIP No. 81721M 10 9 Page 6 of 9 Pages applicable securities laws and lock-up arrangements) decide to sell all or any part of the Shares, although they have no current plans to do so. Except as set forth in this Item 4, neither HRP nor RMR has any plans or proposals which related to or would result in: (a) The acquisition by any person of additional securities of SNH, or the disposition of securities of SNH; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving SNH or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of SNH or any of its subsidiaries; (d) Any change in the present board of trustees or management of SNH including any plans or proposals to change the number or terms of trustees or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or distribution policy of SNH; (f) Any other material change in SNH's business or corporate structure; (g) Changes in SNH's declaration of trust, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of SNH by any person; (h) Causing a class of securities of SNH to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of SNH becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) HRP currently holds 12,809,237 Shares, or 49.3% of the issued and outstanding Shares. RMR, as HRP's investment advisor, may under applicable regulatory definitions be deemed to beneficially own HRP's 12,809,237 Shares. RMR, however, expressly disclaims any beneficial ownership of HRP's 12,809,237 Shares. SCHEDULE 13D CUSIP No. 81721M 10 9 Page 7 of 9 Pages (b) HRP has sole power to vote or dispose of its 12,809,237 Shares. (c) Except as disclosed in Item 3 above, no transactions in Shares have been effected during the past sixty days by HRP or RMR. (d) No other person is known to have the right to receive or the power to direct the receipt of distributions 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. Pursuant to the Transaction Agreement, dated as of September 21, 1999, by and between HRP and SNH, HRP has agreed during the period ending on the first anniversary of the completion of the Spin-Off that it will not sell, transfer or otherwise dispose of any of the Shares owned by it at the completion of the Spin-Off (after giving effect to the Spin-Off) without the prior approval of a majority of SNH's independent trustees. The SNH Advisory Agreement requires RMR to use its best efforts to present to SNH a continuing and suitable investment program consistent with the investment policies and objectives of SNH. The SNH Advisory Agreement provides for an annual advisory fee based upon SNH's average invested capital, and an annual incentive fee based upon increases in SNH's funds from operations. The annual incentive fee, if any, payable to RMR will be paid in Shares. The initial term of the SNH Advisory Agreement expires on December 31, 1999 and renewal or extension of the term thereof will be subject to the periodic approval of a majority of SNH's independent trustees. SCHEDULE 13D CUSIP No. 81721M 10 9 Page 8 of 9 Pages Item 7. Material to be Filed as Exhibits. The following documents are filed as exhibits to this statement: 1. Joint Filing Agreement, dated as of September 29, 1999, by and between HRP and RMR.* 2. Form of Transaction Agreement by and between HRP and SNH.* 3. Form of Advisory Agreement by and between SNH and RMR.* - -------------- * Incorporated by reference to the filing persons' Schedule 13D with respect to the securities of SNH filed September 29, 1999. SCHEDULE 13D CUSIP No. 81721M 10 9 Page 9 of 9 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. October 12, 1999 HRPT PROPERTIES TRUST By: /s/ John Popeo John Popeo, Treasurer and CFO October 12, 1999 REIT MANAGEMENT & RESEARCH, INC. By: /s/ Ajay Saini Ajay Saini, Vice President -----END PRIVACY-ENHANCED MESSAGE-----