-----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, VLFjb/l43eHgg9Q7lwqEYrHTnAEzXQBpnHbrG/P7+hAhzKnen/MtE8nxgym6xRq0 K0BoBGbdklf+U4Os+5a9qQ== 0000908737-95-000133.txt : 19951219 0000908737-95-000133.hdr.sgml : 19951219 ACCESSION NUMBER: 0000908737-95-000133 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19951218 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951218 SROS: NYSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09317 FILM NUMBER: 95602504 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 8-K 1 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); December 18, 1995 HEALTH AND RETIREMENT PROPERTIES TRUST (Exact name of registrant as specified in its charter) Maryland 1-9317 04-6558834 (State or other (Commission file (IRS employer jurisdiction of number) identification no.) incorporation) 400 Centre Street, Newton, Massachusetts 02158 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: 617-332-3990 Item 5. Other Events Legal Proceedings Reference is made to the Company's Report on Form 8-K dated July 27, 1995 describing certain litigation involving a foreclosure action commenced by the Company against a former tenant/mortgagor and counterclaims and a third party complaint brought by the defendants in the foreclosure action and parties related thereto against the Company, Advisors, two Trustees of the Company, Messrs. Portnoy and Martin and others, including Sullivan & Worcester, counsel to the Company. After the counterclaims and third party complaints were brought in the Florida State Court foreclosure action, the Company and certain parties brought a declaratory judgment action in the Massachusetts Superior Court to have all matters raised in the counterclaims and third party complaints referred to arbitration. On December 4, 1995, an order was entered by the Massachusetts Superior Court granting the Company's motion for summary judgment and directing arbitration. Earlier, all parties, other than the Company, named by the foreclosure defendants in the Florida litigation had moved to dismiss the counterclaims and third party complaints against them for lack of jurisdiction; in November 1995 a judgment was entered by the Florida court granting these motions and dismissing the third party complaints. At this time, the only matter pending in the Florida court appears to be original foreclosure action by the Company. The parties to and the subject matter of the arbitration proceeding ordered in response to the Company's motion remain to be clarified. Also, the foreclosure defendants have stated that they intend to commence suit in another forum against some or all of the parties dismissed from the Florida litigation. Any new suit may be upon the same grounds which have been ordered to arbitration and against the same parties dismissed from Florida litigation or may raise new issues of federal or state law against the same and/or new parties; also, any new lawsuit may involve the Company. Although the outcome of the arbitration proceeding or any new litigation is currently indeterminable, each of the Company and each other party sued by the foreclosure defendants and related parties believes the claims which have been or may be asserted against it are without merit and intends to defend and deny the allegations in these or any new actions and the Company intends to pursue the original foreclosure action. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 23(a) Consent of Arthur Andersen LLP (relating to financial statements of Marriott International, Inc.). 23(b) Consent of Arthur Andersen LLP (relating to financial statements of Horizon/CMS Healthcare Corp.). 23(c) Consent of Ernst & Young LLP (relating to financial statements of Horizon/CMS Healthcare Corp.). 23(d) Consent of Price Waterhouse LLP (relating to financial statements of Horizon/CMS Healthcare Corp.). 23(e) Consent of Ernst & Young LLP (relating to financial statements of GranCare, Inc.). 23(f) Consent of KPMG Peat Marwick LLP (relating to financial statements of GranCare, Inc.). 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 thereunto duly authorized. HEALTH AND RETIREMENT PROPERTIES TRUST By: /s/ Ajay Saini Ajay Saini Treasurer and Chief Financial Officer Date: December 18, 1995 EX-23.A 2 Exhibit 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in the Company's Registration Statement on Form S-3 (file number 33-5373) of our report dated January 27, 1995 included in Marriott International, Inc.'s Form 10-K for the year ended December 30, 1994, and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Washington, D.C. December 18, 1995 EX-23.B 3 Exhibit 23(b) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated July 21, 1995 included in Horizon/CMS Healthcare Corporation's current report on Form 8-K, dated November 21, 1995, into Health and Retirement Properties Trust's previously filed Registration Statement File #33-53173. /S/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Albuquerque, New Mexico December 15, 1995 EX-23.C 4 Exhibit 23(c) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference of our report dated August 3, 1995, except for Note 6 and 19 for which the date is September 26, 1995; Note 14 for which the date is September 12, 1995; and Note 20 for which the date is September 27, 1995, with respect to the consolidated financial statements of Continental Medical Systems, Inc. for the years ended June 30, 1995 and June 30, 1994 included in Horizon/CMS Healthcare Corporation's Form 8-K dated November 21, 1995 filed with the Securities and Exchange Commission into the Prospectus Supplement of Health and Retirement Properties Trust for the registration of 6,500,000 shares of its common stock that is made part of the Registration Statement (Amendment No. 1 to Form S-3). /s/ ERNST & YOUNG LLP ERNST & YOUNG LLP Harrisburg, Pennsylvania December 15, 1995 EX-23.D 5 Exhibit 23(d) Consent of Independent Accountants We hereby consent to the incorporation by reference of our report dated August 10, 1995, with respect to the consolidated financial statements of Continental Medical Systems, Inc., included in Horizon/CMS Healthcare Corporation's Form 10K/A Amendment No. 1 as amended and restated in Horizon/CMS' Form 8-K dated November 21, 1995 into Health and Retirement Properties Trust's previously filed Registration Statement on Form S-3 (No. 33-53173). We also consent to the reference to us under the heading "Experts" in the Prospectus Supplement to the Registration Statement on Form S-3 (No. 33-53173). /s/ PRICE WATERHOUSE LLP PRICE WATERHOUSE LLP Philadelphia, Pennsylvania December 18, 1995 EX-23.E 6 Exhibit 23(e) CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3 No. 33-53173) and related Prospectus of Health and Retirement Properties Trust for the registration of 6,500,000 shares of its common shares of beneficial interest and to the incorporation by reference therein of our report dated February 21, 1995 with respect to the consolidated financial statements and schedules of GranCare Inc. included in its Annual Report on Form 10-K for the year ended December 31, 1994 and our report dated February 21, 1995 except for Note 1 as to which the date is August 18, 1995 with respect to the supplemental consolidated financial statements of GranCare Inc. included in its Current Report on Form 8-K/A dated September 21, 1995, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP ERNST & YOUNG LLP Atlanta, Georgia December 15, 1995 EX-23.F 7 Exhibit 23(f) Accountants' Consent The Board of Directors and Stockholders Evergreen Healthcare, Inc. We consent to the incorporation by reference in the registration statement, dated December 18, 1995, on Form S-3 and related prospectus of Health and Retirement Properties Trust, Inc., of our report dated August 17, 1995, with respect to the consolidated financial statements (not presented or incorporated separately therein) of Evergreen Healthcare, Inc. and subsidiaries as of December 31, 1994 and 1993 and the related consolidated statements of operations, stockholders' equity and cash flows for the year ended December 31, 1994 and the six months ended December 31, 1993 and the related combined statements of operations, partners' equity and cash flow of Evergreen Healthcare Ltd., L.P., Predecessor to Evergreen Healthcare, Inc., for the six-month period ended June 30, 1993 and to the reference to our firm under the headings "Experts" in the prospectus supplement. /s/ KPMG PEAT MARWICK LLP KPMG PEAT MARWICK LLP Indianapolis, Indiana December 18, 1995 -----END PRIVACY-ENHANCED MESSAGE-----