8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION

13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 8, 2005 (June 3, 2005)

SENIOR HOUSING PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or other jurisdiction of incorporation)

Commission File No. 1-15319	04-3445278 (IRS Employer Identification No.)
400 Centre Street, Newton, Massachusetts (Address of Principal Executive Offices)	02458 (Zip Code)

Registrant’s telephone number, including area code: (617) 796-8350

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On June 3, 2005, we entered into transactions with Five Star Quality Care, Inc., or Five Star, as more fully described in the copy of our press release attached hereto as Exhibit 99.1, which is incorporated herein by reference. We funded the transactions with a $48 million borrowing under our revolving bank credit facility and from cash on hand.

Five Star was our subsidiary prior to its spin-off in 2001 and is one of our major tenants. We have material relationships with Five Star which are more fully described in paragraphs two through five of the section titled “Certain Relationships and Related Transactions” of our Definitive Proxy Statement for our annual meeting of shareholders held May 10, 2005, as filed with the Securities and Exchange Commission, or the SEC, and the section titled “Related Party Transactions” of Item 2 of our Quarterly Report on Form 10-Q filed with the SEC for the quarter ended March 31, 2005, which portions of such filings we collectively incorporate by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

10.1	First Amendment to Second Amended and Restated Lease Agreement, dated as of May 17, 2005, by and among Ellicott City Land I LLC, Ellicott City Land II LLC, HRES2 Properties Trust, SNH CHS Properties Trust, SPTIHS Properties Trust, SPT-Michigan Trust, SPTMNR Properties Trust, SNH/LTA Properties Trust and SNH/LTA Properties GA LLC, as Landlord, and Five Star Quality Care Trust, as Tenant.
10.2	Second Amendment to Second Amended and Restated Lease Agreement, dated as of June 3, 2005, by and among Ellicott City Land I LLC, Ellicott City Land II LLC, HRES2 Properties Trust, SNH CHS Properties Trust, SPTIHS Properties Trust, SPT-Michigan Trust, SPTMNR Properties Trust, SNH/LTA Properties Trust and SNH/LTA Properties GA LLC, as Landlord, and Five Star Quality Care Trust, as Tenant.
99.1	Press release dated June 6, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENIOR HOUSING PROPERTIES TRUST

By: /s/ John R. Hoadley

Name: John R. Hoadley

Title: Treasurer and Chief Financial Officer

Date: June 8, 2005

EX-10.1

Exhibit 10.1

FIRST AMENDMENT OF LEASE

THIS FIRST AMENDMENT OF LEASE, is made and entered into as of May 17, 2005 by and among (i) each of the parties identified on the signature page hereof as landlord (collectively, “Landlord”), and (ii) FIVE STAR QUALITY CARE TRUST, a Maryland business trust, as tenant (“Tenant”).

WITNESSETH:

WHEREAS, pursuant to the terms of that certain Second Amended and Restated Lease Agreement, dated as of November 19, 2004 (the “Amended Lease”), Landlord leases to Tenant and Tenant leases from Landlord certain premises at various locations, including those premises as more particularly described on Exhibit A attached hereto (the “Farmington Premises”); and

WHEREAS, Landlord and Tenant now wish to terminate the Amended Lease with respect to the Farmington Premises and to amend the Amended Lease, subject to and upon the terms and conditions hereinafter provided;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.   Tenant represents and warrants that Tenant has not assigned the Amended Lease with respect to the Farmington Premises or sublet all or any portion of the Farmington Premises or otherwise granted the right to occupy all or any portion of the Farmington Premises to any person or entity, other than pursuant to that certain Sublease Agreement dated as of December 31, 2001, by and between Tenant and Five Star Quality Care-MI, LLC (“Subtenant”), as amended by that certain Letter Agreement dated as of March 1, 2004, by and between Tenant and Certain Affiliates of Five Star Quality Care, Inc., including Subtenant, which Sublease Agreement is being terminated with respect to the Farmington Premises by that certain Amended and Restated Sublease Agreement of even date herewith, by and between Tenant and Subtenant.

2.   Effective as of the date hereof, the Amended Lease is terminated with respect to the Farmington Premises and no party shall have any further rights or liabilities thereunder with respect to the Farmington Premises, except those rights and liabilities which by their terms survive termination of the Amended Lease.

3.The definition of “Minimum Rent” set forth in Section 1.69 of the Amended Lease is hereby amended by deleting the existing definition and inserting the following in place thereof:

“Minimum Rent” shall mean Twenty-Three Million, Sign Hundred Ninety-Eight Thousand, Two Hundred Fifty-One Dollars ($24,043,548.00) per annum.

4.Exhibit A-30 of the Amended Lease is hereby amended by deleting it in its entirety and inserting “[INTENTIONALLY DELETED]” in its place.

5.As partially terminated and amended hereby, the Amended Lease is hereby ratified and confirmed.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, Landlord and Tenant have caused this Partial Termination and Amendment of Lease to be duly executed, as a sealed instrument, as of the date first set forth above.

LANDLORD:

ELLICOTT CITY LAND I LLC, ELLICOTT CITY LAND II LLC, HRES2 PROPERTIES TRUST, SNH CHS PROPERTIES TRUST, SPTIHS PROPERTIES TRUST, SPT-MICHIGAN TRUST,SPTMNR PROPERTIES TRUST, SNH/LTA PROPERTIES TRUST, and SNH/LTA PROPERTIES GA LLC

By: /s/ John R. Hoadley

John R. Hoadley

Treasurer of each of the foregoing entities

TENANT:

FIVE STAR QUALITY CARE TRUST

By: /s/ Bruce J. Mackey Jr.

Bruce J. Mackey Jr.

Treasurer, Chief Financial Officer and Assistant Secretary

EXHIBIT A

The Farmington Premises

[The following exhibit has been omitted and will be supplementally
furnished to the Securities and Exchange Commission upon request.]

EX-10.2

Exhibit 10.2

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT (this “Amendment”) is made and entered into as of June 3, 2005 by and among each of the parties identified on the signature page hereof as landlord, as landlord (collectively, “Landlord”), and FIVE STAR QUALITY CARE TRUST, a Maryland business trust, as tenant (“Tenant”).

WITNESSETH:

WHEREAS, pursuant to the terms of that certain Second Amended and Restated Lease Agreement, dated as of November 19, 2004, as amended by that certain First Amendment of Lease, dated as of May 17, 2005 (as so amended, the “Consolidated Lease”), Landlord leases to Tenant, and Tenant leases from Landlord, the Leased Property (this and other capitalized terms used but not otherwise defined herein having the meanings given such terms in the Consolidated Lease), all as more particularly described in the Consolidated Lease; and

WHEREAS, SNH CHS Properties Trust has acquired certain real property and related improvements in Omaha, Nebraska known as Westgate Assisted Living and located on the land which is more particularly described on Exhibit A-30 attached hereto (the “Westgate Property”); and

WHEREAS, SNH/LTA Properties GA LLC has acquired certain real property and related improvements in Tucker, Georgia known as Northlake Gardens and located on the land which is more particularly described on Exhibit A-80 attached hereto (the “Northlake Property”); and

WHEREAS, SNH/LTA Properties Trust has acquired certain real property and related improvements in Nashville, Tennessee known as Morningside of Belmont and located on the land which is more particularly described on Exhibit A-81 attached hereto (the “Belmont Property”) and in Greenwood, South Carolina known as Morningside of Greenwood and located on the land which is more particularly described on Exhibit A-82 attached hereto (the “Greenwood Property, and together with the Westgate Property, the Northlake Property and the Belmont Property, collectively, the “Second Amendment Property”); and

WHEREAS, SNH CHS Properties Trust, SNH/LTA Properties GA, LLC, SNH/LTA Properties Trust, the other entities comprising Landlord and Tenant wish to amend the Consolidated Lease to include the Second Amendment Property;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.Effective as of the date hereof, Exhibits A-30, A-80, A-81 and A-82 are hereby inserted into the Consolidated Lease as Exhibits A-30, A-80, A-81, and A-82.

2.Effective as of the date hereof, the definition of “Additional Properties” set forth in Section 1.2 of the Consolidated Lease is hereby amended by deleting the existing definition and replacing it with the following definition:

“Additional Properties” shall mean, collectively, (i) the Properties described in Exhibits A-30 and A-68 through A-82 hereof, and (ii) the LTA GMAC Leased Property.

3.Effective as of the date hereof, the definition of “Minimum Rent” set forth in Section 1.69 of the Consolidated Lease is hereby amended by deleting the existing definition and replacing it with the following definition:

“Minimum Rent” shall mean the sum of Twenty-Six Million Two Hundred Three Thousand Five Hundred Forty-Eight Dollars ($26,203,548) per annum.

4.Effective as of the date hereof, the definition of “Pledge Agreement” set forth in Section 1.79 of the Consolidated Lease is hereby amended by deleting the existing definition and replacing it with the following definition:

“Pledge Agreement” shall mean the Amended and Restated Pledge of Shares of Beneficial Interest Agreement, dated as of May 6, 2005, made by FSQ, Inc. in favor of Landlord with respect to the stock or other equity interests of Tenant, as amended, restated, supplemented or otherwise modified from time to time.

5.Effective as of the date hereof, Section 2.1 of the Consolidated Lease is hereby amended by deleting subsection (a) in its entirety and replacing it with the following:

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(a) those certain tracts, pieces and parcels of land, as more particularly described in Exhibits A-1 through A-82, attached hereto and made a part hereof (the “Land”);

6.Effective as of the date hereof, Tenant shall pay all Additional Rent and Additional Charges related to the Second Amendment Property (which constitute Additional Property) in accordance with the provisions of the Consolidated Lease.

7.As amended hereby, the Consolidated Lease is hereby ratified and confirmed.

[Signature Page Follows.]

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IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first set forth above.

LANDLORD:

ELLICOTT CITY LAND I LLC, ELLICOTT CITY LAND II LLC, HRES2 PROPERTIES TRUST, SNH CHS PROPERTIES TRUST, SPTIHS PROPERTIES TRUST, SPT-MICHIGAN TRUST,SPTMNR PROPERTIES TRUST, SNH/LTA PROPERTIES TRUST and SNH/LTA PROPERTIES GA LLC

By: /s/ John R. Hoadley

John R. Hoadley

Treasurer of each of the foregoing entities

TENANT:

FIVE STAR QUALITY CARE TRUST

By: /s/ Bruce J. Mackey Jr.

Bruce J. Mackey Jr.

Treasurer, Chief Financial Officer and Assistant Secretary

[The following exhibits have been omitted and will be supplementally
furnished to the Securities and Exchange Commission upon request.]

Exhibit A-30     The Westgate Property
Exhibit A-80     The Northlake Property
Exhibit A-81     The Belmont Property
Exhibit A-82     The Greenwood Property

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contact:
	Timothy A. Bonang
	Manager of Investor Relations
	(617) 796-8149 www.snhreit.com

Senior Housing Properties Trust Enters Transaction with Five Star Quality Care, Inc.

Newton, MA (June 6, 2005). Senior Housing Properties Trust (NYSE: SNH) today announced that it entered a transaction with Five Star Quality Care, Inc. (AMEX: FVE) for up to $67.5 million.

Pursuant to this transaction, SNH purchased from Five Star four assisted living communities (299 living units) for $24.0 million which were leased back to Five Star. The properties are located in Nebraska (73 units), Georgia (62 units), Nashville (122 units) and South Carolina (42 units), they are presently approximately 92% occupied and 100% of the revenues at these facilities are paid by residents from their private resources. The initial rent will be $180,000/month (i.e., 9% per annum of the purchase price) and will increase by a percentage of gross revenue increases at these communities starting in 2007. These communities will be added to a combination lease for 97 communities from SNH to Five Star which has a current term ending in 2020, plus tenant renewal options thereafter.

In addition to this sale leaseback, SNH also agreed to provide a first mortgage line of credit to assist Five Star with financing its purchase of six assisted living communities in the area of Pittsburgh, PA. These six communities (654 living units) are being purchased by Five Star for $58.0 million and the line of credit may be drawn up to $43.5 million (i.e., 75% of the purchase price). At closing, $24 million of this line of credit was drawn and the balance may be drawn by Five Star to finance future acquisitions or for its other business purposes. This mortgage line of credit requires payment of interest only at 9% per annum until it matures on June 30, 2007.

Senior Housing Properties Trust is a real estate investment trust, or REIT, that owns senior living properties, nursing homes and hospitals located in 32 states.

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