-----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, M5j7N9/gAiRHeyadnQmu/MScOm1HQMu+3zKSyns0yk77zm72j14uWkI9H3tIoMYh kORTZQadbubn7ByrH/mSHg== 0000908737-99-000089.txt : 19990316 0000908737-99-000089.hdr.sgml : 19990316 ACCESSION NUMBER: 0000908737-99-000089 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-47815 FILED AS OF DATE: 19990315 EFFECTIVENESS DATE: 19990315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HRPT 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: S-3MEF SEC ACT: SEC FILE NUMBER: 333-74421 FILM NUMBER: 99565271 BUSINESS ADDRESS: STREET 1: 400 CENTRE ST CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 6173323990 MAIL ADDRESS: STREET 1: 400 CENTRE STREET CITY: NEWTON STATE: MA ZIP: 02458 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH & RETIREMENT PROPERTIES TRUST DATE OF NAME CHANGE: 19940811 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH & REHABILITATION PROPERTIES TRUST DATE OF NAME CHANGE: 19920703 S-3MEF 1 Registration No. 333- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- HRPT PROPERTIES TRUST (Exact name of registrant as specified in its charter) ----------------------- Maryland 04-6558834 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 400 Centre Street Newton, Massachusetts 02458 (617) 332-3990 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------------- David J. Hegarty, President HRPT Properties Trust 400 Centre Street Newton, Massachusetts 02458 (617) 332-3990 (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 Selling Shareholders. All of the Shares offered hereby are for the respective accounts of the Selling Shareholders. If the only securities being registered on this Form are being offered pursuant to dividend 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, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |X| 333-47815 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. |_| -----------------------
CALCULATION OF REGISTRATION FEE Maximum Maximum Amount to Offering Price Aggregate Offering Amount of Title of Each Class of Securities to be Registered be Registered Per Share Price Registration Fee Common Shares of Beneficial Interest, par value $.01 per share ...................................... 256,246 $13.94(1) $3,572,069.24 $993.04 (1) Estimated pursuant to Rule 457(c) solely for the purposes of calculation of the registration fee on the basis of the $13.94 average of the high and low prices for the Common Shares on the New York Stock Exchange on March 12, 1999.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3. The contents of Registration Statement No. 333-47815 are hereby incorporated by reference. 2 EXHIBIT INDEX Exhibit No. Description 5.1 Opinion of Sullivan & Worcester LLP (filed herewith). 5.2 Opinion of Ballard Spahr Andrews & Ingersoll, LLP (filed herewith). 8.1 Opinion of Sullivan & Worcester LLP as to certain tax matters (incorporated by reference to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 1997). 23.1 Consent of Ernst & Young LLP (incorporated by reference to the Company's Current Report on Form 8-K dated March 12, 1999). 23.2 Consent of Arthur Andersen LLP (filed herewith). 23.3 Consent of Sullivan & Worcester LLP (included in Exhibit 5.1 hereto). 23.4 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5.2 hereto). 24 Power of Attorney (incorporated by reference from page II-4 of the Company's Registration Statement on Form S-3, File No. 333-47815) 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on March 15, 1999 HRPT 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, as amended, this 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 Operating March 15, 1999 David J. Hegarty Officer (principal executive officer) * Treasurer and Chief Financial March 15, 1999 Ajay Saini Officer * Trustee March 15, 1999 Bruce M. Gans, M.D. * Trustee March 15, 1999 Rev. Justinian Manning, C.P. * Managing Trustee March 15, 1999 Gerard M. Martin * Managing Trustee March 15, 1999 Barry M. Portnoy *By: /s/ David J. Hegarty David J. Hegarty as attorney in fact
EX-5.1 2 EXHIBIT 5.1 SULLIVAN & WORCESTER LLP ONE POST OFFICE SQUARE BOSTON, MASSACHUSETTS 02109 (617) 338-2800 FAX NO. 617-338-2880 IN WASHINGTON, D.C. IN NEW YORK CITY 1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017 (202) 775-8190 (212) 486-8200 FAX NO. 202-293-2275 FAX NO. 212-758-2151 March 12, 1999 HRPT Properties Trust 400 Centre Street Newton, Massachusetts 02458 Ladies and Gentlemen: In connection with the registration by HRPT Properties Trust, a Maryland real estate investment trust (the "Company"), of 256,246 common shares of beneficial interest, $.01 par value, of the Company (the "Common Shares"), the following opinion is furnished to the Company to be filed with the Securities and Exchange Commission (the "Commission") as Exhibit 5.1 to the Company's Registration Statement on Form S-3, under the Securities Act of 1933, as amended (the "Securities Act"), to be filed on or about the date hereof pursuant to Rule 462(b) under the Securities Act (the "462(b) Registration Statement") relating to the Company's Registration Statement on Form S-3 (no. 333-47815) (the "Registration Statement"), including the prospectus contained therein (the "Prospectus"), which is incorporated by reference into the 462(b) Registration Statement. In connection with this opinion, we have examined and relied upon a copy of the Rule 462(b) Registration Statement to be filed with the Commission on or about the date hereof, the Registration Statement, the Prospectus, the Prospectus dated May 6, 1998, the Prospectus Supplement dated May 8, 1998 and the Prospectus Supplement dated July 1, 1998. We have also examined and relied upon originals or copies of such records, agreements and instruments of the Company, certificates of public officials and of officers of the Company and such other documents and records, and such matters of law, as we have deemed necessary as a basis for the opinions hereinafter expressed. In making such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies, which facts we have not independently verified. We express no opinion herein as to the laws of any jurisdiction other than the Commonwealth of Massachusetts and the federal law of the United States, and we express no opinion as to state securities or blue sky laws. Insofar as this opinion involves matters of Maryland law we have, with your permission, relied solely on the opinion of Ballard, Spahr, Andrews & Ingersoll LLP, a copy of which is being filed contemporaneously herewith as Exhibit 5.2 to the 462(b) Registration Statement, and our opinion is subject to the exceptions, qualifications and limitations therein expressed. HRPT Properties Trust March 12, 1999 Page 2 Based on and subject to the foregoing, we are of the opinion that, as of the date hereof the Common Shares have been duly and validly authorized by the Company and are validly issued, fully paid and nonassessable by the Company. With respect to personal liability attaching to the holders of Common Shares, we note the matters described in the Company's Registration Statement on Form 8-A dated November 8, 1986, as amended by the Company's Form 8 dated July 30, 1991, with respect to Common Shares and incorporated by reference into the Prospectus forming a part of the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the 464(b) Registration Statement and to the incorporation by reference from the Company's annual report on Form 10-K for the year ended December 31, 1997 in the Registration Statement of our opinion regarding tax matters. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or under the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Sullivan & Worcester LLP SULLIVAN & WORCESTER LLP EX-5.2 3 EXHIBIT 5.2 [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP] March 12, 1999 HRPT Properties Trust 400 Centre Street Newton, Massachusetts 02158 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as Maryland counsel for HRPT Properties Trust, a Maryland real estate investment trust (the "Company"), in connection with certain matters of Maryland law arising out of the registration of 256,246 common shares (the "Shares") of beneficial interest, $.01 par value per share, of the Company ("Common Shares") which may be sold from time to time by certain shareholders to whom the Shares were issued under the terms of an Agreement of Merger, dated February 17, 1997, by and between the Company (then Health and Retirement Properties Trust) and Government Property Investors, Inc., a Delaware corporation ("GPI"), as amended by Amendment No. 1 to Agreement of Merger, dated March 25, 1997, by and between the Company (then Health and Retirement Properties Trust) and GPI (as amended, the "Merger Agreement"), covered by the above-referenced Registration Statement, and all amendments thereto (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "1933 Act"). Unless otherwise defined herein, capitalized terms used herein have the meanings given to them in the Registration Statement. In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have HRPT Properties Trust March 12, 1999 Page 2 examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the "Documents"): i. The Registration Statement in the form in which it was transmitted by the Company to the Commission pursuant to Rule 462(b) under the 1933 Act; ii. The Amended and Restated Declaration of Trust of the Company, as amended (the "Declaration of Trust"), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the "SDAT"); iii. The Bylaws of the Company, certified as of the date hereof by the Treasurer and Chief Financial Officer of the Company; iv. Resolutions adopted by the Board of Trustees of the Company relating to (a) the approval of the Merger and the Merger Agreement and (b) the authorization of the issuance of the Shares pursuant to the Merger Agreement, certified as of the date hereof by the Treasurer and Chief Financial Officer of the Company; v. The Merger Agreement, pursuant to which Government Property Holdings Trust, a Maryland real estate investment trust and a wholly owned subsidiary of GPI ("GPH"), merged (the "Merger") with and into Hub Acquisition Trust, a Maryland real estate investment trust and a wholly owned subsidiary of the Company ("Hub"), certified as of the date hereof by the Treasurer and Chief Financial Officer of the Company; HRPT Properties Trust March 12, 1999 Page 3 vi. The Articles of Merger relating to the Merger of GPH with and into Hub (the "Articles of Merger"), certified as of a recent date by the SDAT; vii. A certificate as of a recent date of the SDAT as to the good standing of the Company; viii. The form of certificate evidencing the Common Shares, certified as of the date hereof by the Treasurer and Chief Financial Officer of the Company; ix. A certificate executed by the Treasurer and Chief Financial Officer of the Company, dated as of the date hereof; and x. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth in this letter, subject to the assumptions, limitations and qualifications stated herein. In expressing the opinion set forth below, we have assumed, and so far as is known to us there are no facts inconsistent with, the following: 1. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party's obligations set forth therein are legal, valid and binding. 2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so. HRPT Properties Trust March 12, 1999 Page 4 3. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so. 4. Any Documents submitted to us as originals are authentic. Any Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All factual statements and information contained in the Documents are true and complete. There has been no modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents by action or omission of the parties or otherwise. 5. The Shares have not been and will not be transferred in violation of any restriction or limitation contained in the Declaration of Trust. 6. All necessary action was taken by GPH and Hub to validly approve the Merger under Maryland law, and all conditions to the consummation of the Merger were satisfied or waived, prior to the acceptance for record of the Articles of Merger by the SDAT. The phrase "known to us" is limited to the actual knowledge, without independent inquiry, of the lawyers at our firm who have performed legal services in connection with this opinion. Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that, as of the date hereof: 1. The Company is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT. 2. The Shares have been duly authorized and validly issued and are fully paid and nonassessable. The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion HRPT Properties Trust March 12, 1999 Page 5 herein concerning any other law. We express no opinion as to compliance with federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements. The opinion expressed in this letter is limited to the matters set forth in this letter and no other opinion should be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change any opinion expressed herein after the date hereof. This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement and, accordingly, may not be relied upon by, quoted in any manner to, or delivered to any other person or entity without, in each instance, our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act. Very truly yours, /s/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP EX-23.2 4 EXHIBIT 23.2 [Letterhead of Arthur Andersen LLP] Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in HRPT Properties Trust's registration statement on Form S-3 pursuant to Rule 462(b) of the Securities Act of 1933 of our report dated January 15, 1999 on Hospitality Properties Trust included in HRPT Properties Trust's Form 8-K dated March 5, 1999 for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Washington, D.C. March 11, 1999 -----END PRIVACY-ENHANCED MESSAGE-----