-----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, UQj4/q2y7DG3CvUyvVbGRJwvZ11kLJpe/IiuJgTjOBOXmMLUfo6OOaViK/faf3om iSeUS3xbTz+1ME9aDcYtgw== 0000908737-96-000123.txt : 19960525 0000908737-96-000123.hdr.sgml : 19960525 ACCESSION NUMBER: 0000908737-96-000123 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960524 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09317 FILM NUMBER: 96572061 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 DEFA14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant /X/ Filed by a Party other than the Registrant / / - -------------------------------------------------------------------------------- Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12 Health and Retirement Properties Trust (Name of Registrant as Specified In Its Charter) Health and Retirement Properties Trust (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): / / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2) or Item 22 (a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined.): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: /X/ Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: To Our Shareholders: The Company reported record results for the first quarter of 1996. Revenues for the quarter ended March 31, 1996 were $27.74 million versus $25.99 million for the comparable quarter in 1995 which represented an increase of 6.7%. Income before gain on the sale of property and extraordinary loss from the early extinguishment of debt for the 1996 quarter was $18.21 million versus $15.83 million for the 1995 quarter, an increase of 15%. During the quarter ended March 31, 1996, the Company refinanced its revolving line of credit and the write-off of unamortized fees and costs of $2.4 million related to the previous line of credit was recognized as an extraordinary loss during the quarter. The Company's Funds From Operations increased to $24.16 million for the 1996 quarter versus $20.1 million for the 1995 quarter, an increase of 20.4%. On a per share basis, the Funds From Operations increased to $.37 per share from $.34 per share in the previous year, an increase of 8.8%. Based, in part, on the results for the quarter, the Board of Trustees declared a dividend of $.35 per share on April 10, 1996 to be paid on May 21, 1996 to shareholders of record on April 25, 1996. The Company continued to invest in those areas of healthcare real estate that it finds attractive. During the quarter, the Company funded $27.25 million of investments in a medical clinic building leased to an investment grade rated not-for-profit institution, a mortgage loan to a publicly traded assisted living company and a loan to a publicly traded long-term care Company. The Company has an additional $42 million of commitments to fund the acquisition of five nursing homes and two medical clinics which properties will be leased to a publicly traded long-term care company and two investment grade rated not-for-profit institutions. Management continually focuses on the capital structure of the Company. In the first quarter, the Company refinanced its $250 million revolving credit facility. The interest rate on outstanding borrowings was lowered and the maturity was extended to March 15, 2000. Subsequent to the quarter, the Company repaid more expensive secured debt with the revolving line of credit and filed a shelf registration statement for up to $750 million of securities, including both equity and debt securities. A shelf registration statement allows a company access to the capital markets on an expedited basis by filing a prospectus supplement. Any offering of securities under the registration statement will be made only by means of a prospectus and prospectus supplement. On May 14, 1996, the Company adjourned the Annual Meeting of Shareholders, in part, to June 28, 1996 due to insufficient responses in connection with one item. The item to be voted on would amend the Declaration of Trust to allow the Board of Trustees to increase or decrease the amount of authorized capital stock of the Company. This amendment saves the time and expense of requesting shareholder approval every few years. The Board of Trustees advise Shareholders to read the Proxy Statement in connection with the Annual Meeting of Shareholders for further information regarding the proposed amendment. If you haven't already received a new proxy, you soon will and we ask that you please respond as soon as possible. Thank you for your continued support. Sincerely, David J. Hegarty President and Chief Operating Officer
STATEMENTS OF INCOME Quarter Ended March 31, --------------------------------- (Dollars in thousands except per share data) (Unaudit 1996 1995 ----------- ---------- REVENUES: Rental income $ 22,938 $ 19,530 Interest income 4,798 6,462 ---------- --------- Total revenues 27,736 25,992 ---------- --------- EXPENSES: Interest 4,961 4,131 Depreciation and amortization 5,182 4,615 General, administrative and advisory 1,473 1,414 ---------- --------- Total expenses 11,616 10,160 ---------- --------- Income before equity in income of Hospitality Properties Trust, gain on sale of properties and extraordinary item 16,120 15,832 Equity in income of Hospitality Properties Trust 2,092 - ---------- --------- Income before gain on sale of properties and extraordinary item 18,212 15,832 Gain on sale of properties - 2,476 Extraordinary item - early extinguishment of debt ( 2,443) - ---------- --------- Net income $ 15,769 $ 18,308 ========== ========= Funds from operation (1) $ 24,161 $ 20,059 ========== ========= Weighted averages shares outstanding 66,155 58,554 ========== ========= PER SHARE AMOUNTS: Income before equity income, gain on sale of properties and extraordinary item $ .24 $ .27 ========== ========== Income before gain on sale properties and extraordinary item $ .28 $ .27 ========== ========== Net income $ .24 $ .31 ========== ========== Funds from operation (1) $ .37 $ .34 ========== ========== Dividends $ .35 $ .34 ========== ========== (1) Funds from operations is determined based on the revised definition from National Association of Real Estate Investment Trusts. Figures for 1995 have been restated to conform to revised definition. CONDENSED BALANCE SHEETS March 31, December 31, (Dollars in thousands) (Unaudited) 1996 1995 ------------ ----------- ASSETS Real estate properties, at cost: Land $ 73,323 $ 72,124 Buildings and improvements 718,288 706,087 ------------ ---------- 791,611 778,211 Less accumulated depreciation 60,906 55,855 ------------ ---------- 730,705 722,356 Real estate mortgages and notes, net 156,821 141,307 Investment in Hospitality Properties Trust 99,731 99,959 Cash and cash equivalents 20,824 18,640 Other assets 15,565 17,415 ------------ ---------- $1,023,646 $999,677 ============ ========== LIABILITIES AND SHAREHOLDERS' EQUITY Bank notes payable $ 80,000 $ 53,000 Notes and bonds payable, net 216,820 216,759 Other liabilities 18,636 44,326 Shareholders' equity: Preferred shares of beneficial interest - - Common shares of beneficial interest, 66,165,166 shares and 65,690,166 shares issued and outstanding, respectively 662 657 Additional paid-in capital 782,678 775,688 Dividends in excess of earnings ( 75,150) ( 90,753) ------------ --------- Total shareholders' equity 708,190 685,592 ------------ --------- $1,023,646 $999,677 ============ =========
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