S-3/A 1 s3a.txt As filed with the Securities and Exchange Commission on May 18, 2001 Registration No. 333-60392 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- SENIOR HOUSING PROPERTIES TRUST (Exact name of registrant as specified in its charter) ----------------------- Maryland 04-3445278 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 400 Centre Street Newton, Massachusetts 02458 (617) 796-8350 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ----------------------- For Co-Registrants, please see "Table of Co-Registrants" on the following page. ----------------------- David J. Hegarty, President Senior Housing Properties Trust 400 Centre Street Newton, Massachusetts 02458 (617) 796-8350 (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 Registrants. If the only securities being registered on this form are being offered pursuant to distribution 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 distribution 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 OF CO-REGISTRANTS IRS Employer Name State of Formation Identification Number ---- ------------------ --------------------- HRES1 Properties Trust Maryland 04-3461940 HRES2 Properties Trust Maryland 04-3461943 SPTGEN Properties Trust Maryland 04-3452343 SPTIHS Properties Trust Maryland 04-3450160 SPTMISC Properties Trust Maryland 04-3450894 SPTMNR Properties Trust Maryland 04-3450161 SPTMRT Properties Trust Maryland 04-3450155 SPTSUN Properties Trust Maryland 04-3450156 SPTSUN II Properties Trust Maryland 04-3474405 SHOPCO Holdings, Inc. Delaware 04-3516029 SHOPCO-AZ, LLC Delaware 04-3494867 SHOPCO-CA, LLC Delaware 04-3494871 SHOPCO-COLORADO, LLC Delaware 06-1566457 SHOPCO-CT, LLC Delaware 04-3497353 SHOPCO-GA, LLC Delaware 04-3494872 SHOPCO-IA, LLC Delaware 04-3494873 SHOPCO-KS, LLC Delaware 04-3497355 SHOPCO-MI, LLC Delaware 06-1566459 SHOPCO-MO, LLC Delaware 04-3497358 SHOPCO-NE, LLC Delaware 06-1566461 SHOPCO-SD, LLC Delaware 04-3497366 SHOPCO-WI, LLC Delaware 04-3497368 SHOPCO-WY, LLC Delaware 06-1566462 SNH-CALIFORNIA, INC. Delaware 04-3548089 SNH Holding Co., Inc. Delaware 04-3499670 SNH-IOWA, INC. Delaware 04-3499669 SNH-MICHIGAN, INC. Delaware 04-3499673 SNH-NEBRASKA, INC. Delaware 04-3499676 SNH Capital Trust I Maryland 04-6943320 SNH Capital Trust II Maryland 04-6943324 SNH Capital Trust III Maryland 04-6943325 SNH Capital Trust Holdings Maryland 04-3559836 The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this (ii) 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. The Registrant and the Co-Registrants have filed this Amendment No. 1 to the Registration Statement to remove SHOPCO-NC, LLC from the Table of Co-Registrants and to modify Exhibit 4.18. (iii) PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits Exhibit No. Description 1.1 Form of Underwriting Agreement (for Debt Securities)* 1.2 Form of Underwriting Agreement (for Preferred Shares)* 1.3 Form of Underwriting Agreement (for Depositary Shares)* 1.4 Form of Underwriting Agreement (for Common Shares)* 1.5 Form of Underwriting Agreement (for Warrants)* 1.6 Form of Underwriting Agreement (for Trust Preferred Securities)* 4.1 Form of Senior Indenture** 4.2 Form of Senior Subordinated Indenture** 4.3 Form of Junior Subordinated Indenture** 4.4 Form of Senior Debt Security* 4.5 Form of Senior Subordinated Debt Security* 4.6 Form of Junior Subordinated Debt Security* 4.7 Form of Articles Supplementary for Preferred Shares* 4.8 Form of Deposit Agreement, including form of Depositary Receipt for Depositary Shares* 4.9 Form of Preferred Shares Certificate* 4.10 Form of Common Shares Certificate*** 4.11 Form of Warrant Agreement, including form of Warrant * 4.12 Certificate of Trust of SNH Capital Trust I** 4.13 Declaration of Trust of SNH Capital Trust I** 4.14 Certificate of Trust of SNH Capital Trust II** 4.15 Declaration of Trust of SNH Capital Trust II** 4.16 Certificate of Trust of SNH Capital Trust III** 4.17 Declaration of Trust of SNH Capital Trust III** 4.18 Form of Amended and Restated Trust Agreement of the SNH Capital Trusts**** 4.19 Form of Guarantee Agreement** 5.1 Opinion of Sullivan & Worcester LLP** 5.2 Opinion of Ballard Spahr Andrews & Ingersoll, LLP** 8.1 Opinion of Sullivan & Worcester LLP re: tax matters* 12.1 Statement Regarding Computation of Ratios of Earnings to Fixed Charges** 23.1 Consent of Ernst & Young LLP** 23.2 Consent of KPMG LLP** 23.3 Consent of Sullivan & Worcester LLP** 23.4 Consent of Ballard Spahr Andrews & Ingersoll, LLP** 24.1 Powers of Attorney of certain officers, trustees and directors** 25.1 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Indenture* 25.2 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Subordinated Indenture* 25.3 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Junior Subordinated Indenture* 25.4 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Amended and Restated Declaration of Trust of SNH Capital Trust I* 25.5 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Amended and Restated Declaration of Trust of SNH Capital Trust II* II-1 25.6 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Amended and Restated Declaration of Trust of SNH Capital Trust III* 25.7 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Guarantee Agreement for SNH Capital Trust I* 25.8 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Guarantee Agreement for SNH Capital Trust II* 25.9 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Guarantee Agreement for SNH Capital Trust III* ------------- * To be filed by amendment or incorporated by reference in connection with the offering of any securities, as appropriate. ** Filed previously. *** Incorporated by reference to Senior Housing Properties Trust's Registration Statement on Form S-11, File No. 333-69703. **** Filed herewith. II-2 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 amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on May 17, 2001. SENIOR HOUSING PROPERTIES TRUST By: /s/David J. Hegarty David J. Hegarty President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ David J. Hegarty President and Chief May 17, 2001 David J. Hegarty Operating Officer /s/ John R. Hoadley Controller and Chief May 17, 2001 John R. Hoadley Accounting Officer * Trustee May 17, 2001 Bruce M. Gans, M.D. * Trustee May 17, 2001 Arthur G. Koumantzelis * Trustee May 17, 2001 John L. Harrington /s/ Gerard M. Martin Trustee May 17, 2001 Gerard M. Martin /s/ Barry M. Portnoy Trustee May 17, 2001 Barry M. Portnoy * By: /s/ David J. Hegarty ATTORNEY-IN-FACT PURSUANT TO THE POWERS OF ATTORNEY PREVIOUSLY PROVIDED AS PART OF THIS REGISTRATION STATEMENT. II-3 Pursuant to the requirements of the Securities Act of 1933, the registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this amendment to the registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on May 17, 2001. HRES1 PROPERTIES TRUST HRES2 PROPERTIES TRUST By: /s/ David J. Hegarty David J. Hegarty President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ David J. Hegarty President and Chief May 17, 2001 David J. Hegarty Operating Officer /s/ John R. Hoadley Controller May 17, 2001 John R. Hoadley /s/ Gerard M. Martin Trustee May 17, 2001 Gerard M. Martin /s/ Barry M. Portnoy Trustee May 17, 2001 Barry M. Portnoy II-4 Pursuant to the requirements of the Securities Act of 1933, the registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this amendment to the registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on May 17, 2001. SPTGEN PROPERTIES TRUST SPTIHS PROPERTIES TRUST SPTMISC PROPERTIES TRUST SPTMNR PROPERTIES TRUST SPTMRT PROPERTIES TRUST SPTSUN PROPERTIES TRUST SPTSUN II PROPERTIES TRUST By: /s/ David J. Hegarty David J. Hegarty President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ David J. Hegarty President and Chief May 17, 2001 David J. Hegarty Operating Officer /s/ John R. Hoadley Controller May 17, 2001 John R. Hoadley /s/ Gerard M. Martin Trustee May 17, 2001 Gerard M. Martin /s/ Barry M. Portnoy Trustee May 17, 2001 Barry M. Portnoy II-5 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 amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on May 17, 2001. SHOPCO HOLDINGS, INC. By: /s/ Evrett W. Benton Evrett W. Benton President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Evrett W. Benton President and Chief May 17, 2001 Evrett W. Benton Operating Officer /s/ John R. Hoadley Controller May 17, 2001 John R. Hoadley /s/ David J. Hegarty Director May 17, 2001 David J. Hegarty II-6 Pursuant to the requirements of the Securities Act of 1933, the registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this amendment to the registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on May 17, 2001. SHOPCO-AZ, LLC SHOPCO-CA, LLC SHOPCO-COLORADO, LLC SHOPCO-CT, LLC SHOPCO-GA, LLC SHOPCO-IA, LLC SHOPCO-KS, LLC SHOPCO-MI, LLC SHOPCO-MO, LLC SHOPCO-NE, LLC SHOPCO-SD, LLC SHOPCO-WI, LLC SHOPCO-WY, LLC By: SHOPCO HOLDINGS, INC., Managing Member By: /s/ Evrett W. Benton Evrett W. Benton President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Evrett W. Benton President and Chief May 17, 2001 Evrett W. Benton Operating Officer /s/ John R. Hoadley Controller May 17, 2001 John R. Hoadley /s/ David J. Hegarty Director May 17, 2001 David J. Hegarty II-7 Pursuant to the requirements of the Securities Act of 1933, the registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this amendment to the registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on May 17, 2001. SNH-CALIFORNIA, INC. SNH-IOWA, INC. SNH HOLDING CO., INC. SNH-MICHIGAN, INC. SNH-NEBRASKA, INC. By: /s/ Evrett W. Benton Evrett W. Benton President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Evrett W. Benton President and Chief May 17, 2001 Evrett W. Benton Operating Officer /s/ John R. Hoadley Controller May 17, 2001 John R. Hoadley /s/ David J. Hegarty Director May 17, 2001 David J. Hegarty II-8 Pursuant to the requirements of the Securities Act of 1933, the registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this amendment to the registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on May 17, 2001. SNH CAPITAL TRUST I SNH CAPITAL TRUST II SNH CAPITAL TRUST III SNH CAPITAL TRUST HOLDINGS By:/s/ Barry M. Portnoy Barry M. Portnoy, as trustee and not individually Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Gerard M. Martin Trustee May 17, 2001 Gerard M. Martin /s/ Barry M. Portnoy Trustee May 17, 2001 Barry M. Portnoy II-9