-----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, UetZCl9G6UlLgm9sI98DK/HUyzdwZwfzqR5bcV0t9zlSLxGX6d4gk6UBeUxQQkJ0 5lOxFhp41PC/iwR2Kd/j4Q== 0000908737-06-000495.txt : 20060707 0000908737-06-000495.hdr.sgml : 20060707 20060707161933 ACCESSION NUMBER: 0000908737-06-000495 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060630 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060707 DATE AS OF CHANGE: 20060707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIVE STAR QUALITY CARE INC CENTRAL INDEX KEY: 0001159281 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 043516029 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16817 FILM NUMBER: 06951539 BUSINESS ADDRESS: STREET 1: 400 CENTRE STREET CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 617 796 8387 MAIL ADDRESS: STREET 1: 400 CENTRE ST CITY: NEWTON STATE: MA ZIP: 02458 8-K 1 fs-8k.htm

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): July 7, 2006 (June 30, 2006)

 

FIVE STAR QUALITY CARE, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or other jurisdiction

of incorporation)

 

 

Commission File No. 1-16817

04-3516029

 

(IRS Employer

 

Identification No.)

 

 

400 Centre Street, Newton, Massachusetts

02458

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (617) 796-8387

 

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:

 

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

 

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

 

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

 

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

 

 


 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

On June 30, 2006, we entered into an amendment, or the Amendment, to our lease for two rehabilitation hospitals, or the Lease, with Senior Housing Properties Trust, or Senior Housing. The Amendment (1) extends the date by which we must receive all health regulatory approvals required to operate the two hospitals and the term of the Lease must commence from June 30, 2006 to July 31, 2006, (2) changes the dates between which either we or Senior Housing may request the rent under the Lease to be reset from April 1, 2008 and May 15, 2008 to April 1, 2011 and May 15, 2011, (3) changes the date by which we and Senior Housing will attempt to agree upon a procedure for binding arbitration to establish a rent reset amount from June 15, 2008 to June 15, 2011 and (4) changes the effective date on which the arbitration will reset the rent during the arbitration process from July 1, 2008 to July 1, 2011. The other material terms of the Lease, which are described in our Current Report on Form 8-K filed on March 6, 2006, and which are similar to the material terms of our other leases with Senior Housing which are described in our Annual Report on Form 10-K for the year ended December 31, 2005, remain unchanged. The Amendment is filed as Exhibit 10.1 and is incorporated herein by reference.

We were a subsidiary of Senior Housing prior to its spin-off in 2001, and Senior Housing owns and is our landlord for 135 of our 153 communities. We have material relationships with Senior Housing that are more fully described in paragraphs one through five of the section titled “Certain Relationships and Related Transactions” of our Definitive Proxy Statement for our annual meeting of shareholders held on May 23, 2006, 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, 2006, which parts of such filings we collectively incorporate by reference into this Item 1.01.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits. 
 

10.1

First Amendment to Master Lease Agreement, dated as of June 30, 2006, by and among HRES1 Properties Trust, as landlord, and FS Patriot LLC and FS Commonwealth LLC, as tenants.

 

 

 

 

 


 

 

 

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.

 

FIVE STAR QUALITY CARE, INC.

 

 

By: /s/ Evrett W. Benton

Name: Evrett W. Benton

Title: President and Chief Executive Officer

Date: July 7, 2006

 

 

 

 

 

 

 

 

 EX-10.1 2 ex10-1.htm

EXHIBIT 10.1

FIRST AMENDMENT TO MASTER LEASE AGREEMENT

THIS FIRST AMENDMENT TO MASTER LEASE AGREEMENT (this "First Amendment") is entered into as of June 30, 2006 by and among (i) HRES1 PROPERTIES TRUST, a Maryland real estate investment trust, as landlord ("Landlord"), and (ii) FS PATRIOT LLC and FS COMMONWEALTH LLC, each a Maryland limited liability company, jointly and severally, as tenant ("Tenant").

W I T N E S S E T H :

WHEREAS, Landlord and Tenant are parties to that certain Master Lease Agreement dated as of March 3, 2006 (the "Lease"); and

WHEREAS, Landlord and Tenant wish to amend the Lease to clarify and amend certain terms thereof;

NOW, THEREFORE, in consideration of the foregoing and for other consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.     Section 2.5(i) of the Lease is hereby amended by deleting the date "June 30, 2006" and inserting the date "July 31, 2006" in its place.

2.     Section 3.1(d) of the Lease is hereby amended by deleting the Year "2008" wherever it appears and inserting the Year "2011" in its place.

3.     Section 5.3 of the Lease is hereby amended by inserting the following new paragraph at the end thereof:

It is expressly understood and agreed that any transfer pursuant to Section 5.3 or any other section of this Agreement is a transfer of ownership of the Facilities but not a transfer of the right, title and interest related to licenses granted by the Massachusetts Department of Public Health to operate the Facilities or any other permit, license or certification used in the operation of the Facilities. Any change in licensee shall be subject, in all events, to

 

 

 


 

 

the approval of each and every applicable Government Agency, including, without limitation, the Massachusetts Department of Public Health, and Applicable Law, Tenant being obligated to cooperate in and facilitate such approval process.

4.     As amended hereby, the Lease is hereby ratified and confirmed.

[signature page follows]

 

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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment under seal as of the date first written above.

LANDLORD:

HRES1 PROPERTIES TRUST

 

By: /s/ John R. Hoadley

John R. Hoadley, Treasurer

 

TENANT:

 

FS PATRIOT LLC

By: /s/ Bruce J. Mackey

Bruce J. Mackey, Treasurer

 

FS COMMONWEALTH LLC

By: /s/ Bruce J. Mackey

Bruce J. Mackey, Treasurer

 

 

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