8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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 10, 2013

HOSPITALITY PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-11527	04-3262075
(Commission File Number)	(IRS Employer Identification No.)
Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts	02458-1634
(Address of Principal Executive Offices)	(Zip Code)

617-964-8389

(Registrant’s Telephone Number, Including Area Code)

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:

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

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

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

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

Item 3.03              Material Modification to Rights of Security Holders.

On June 11, 2013, Hospitality Properties Trust, or the Company, entered into an amendment to the Renewed Rights Agreement, dated as of May 15, 2007, or the Rights Agreement, between the Company and Wells Fargo Bank, National Association, or Wells Fargo, as rights agent.

The amendment accelerates the final expiration date of the Company’s common shares purchase rights issued under the Rights Agreement from May 15, 2017 to December 31, 2013.

A copy of the amendment is attached as Exhibit 4.1 to this report and is incorporated herein by reference.  A copy of the Rights Agreement as originally executed is attached as Exhibit 4.1 to the Current Report on Form 8-K of the Company filed on May 16, 2007 and is incorporated herein by reference.  The foregoing description of the amendment and the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the amendment and the Rights Agreement.

Wells Fargo and its affiliates have performed certain investment banking and advisory services and general banking and financing services for the Company from time to time, including as administrative agent and a lender under the Company’s credit facilities, for which they have received customary fees and expenses.  Wells Fargo and its affiliates may, from time to time in the future, engage in transactions with and perform services for the Company in the ordinary course of their business.

Item 8.01              Other Events.

On June 10, 2013, the Company issued a press release announcing that its Board of Trustees had determined to amend the Rights Agreement to accelerate the date of its termination to December 31, 2013. That press release also announced that the Company’s Board of Trustees had determined to recommend to the Company’s shareholders that the Company’s declaration of trust be amended to eliminate the existing requirement in the declaration of trust that the Company’s Trustees serve three year staggered terms and that the proposed amendment to the declaration of trust will be presented at the Company’s next annual shareholders’ meeting in the spring of 2014.  The press release further noted that, if this amendment is approved, the Company’s Trustees will thereafter be elected for one year terms. A copy of the press release is attached as Exhibit 99.1 to this report.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS CURRENT REPORT ON FORM 8-K CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE COMPANY’S PRESENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT GUARANTEED TO OCCUR AND THEY MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS THAT ARE BEYOND THE COMPANY’S CONTROL. FOR EXAMPLE:

·THIS REPORT STATES THAT THE COMPANY’S RIGHTS AGREEMENT WAS AMENDED TO ACCELERATE ITS EXPIRATION DATE TO DECEMBER 31, 2013.

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UNDER APPLICABLE LAW, THE COMPANY’S BOARD OF TRUSTEES HAS THE POWER TO CREATE, AMEND, EXTEND OR TERMINATE A SHAREHOLDERS’ RIGHTS PLAN. ALTHOUGH THE COMPANY’S BOARD OF TRUSTEES HAS NO PRESENT INTENTION TO DO SO, IN THE FUTURE THE BOARD OF TRUSTEES MAY DECIDE TO EXTEND OR RE-INSTATE THE RIGHTS AGREEMENT BECAUSE OF CHANGED CIRCUMSTANCES.

·THIS REPORT STATES THAT THE COMPANY’S BOARD OF TRUSTEES HAS DETERMINED TO RECOMMEND TO SHAREHOLDERS THAT THE COMPANY’S DECLARATION OF TRUST BE AMENDED SO THAT TRUSTEES MAY BE ELECTED FOR ONE YEAR TERMS. THIS AMENDMENT MAY NOT BE APPROVED BY THE COMPANY’S SHAREHOLDERS. ALSO, IN CERTAIN CIRCUMSTANCES, THE BOARD OF TRUSTEES’ DETERMINATION MAY BE CHANGED OR APPLICABLE LAW OR NEW YORK STOCK EXCHANGE LISTING REQUIREMENTS MAY REQUIRE THAT TRUSTEES SERVE TERMS LONGER THAN ONE YEAR.

YOU SHOULD NOT PLACE UNDUE RELIANCE UPON THE COMPANY’S FORWARD LOOKING STATEMENTS.

EXCEPT AS REQUIRED BY LAW, THE COMPANY DOES NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

Item 9.01              Financial Statements and Exhibits.

(d)           Exhibits.

4.1Amendment to Renewed Rights Agreement, dated as of June 11, 2013, between Hospitality Properties Trust and Wells Fargo Bank, National Association, as Rights Agent

99.1        Press Release, dated June 10, 2013

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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.

	HOSPITALITY PROPERTIES TRUST
	By:	/s/ Mark L. Kleifges
	Name:	Mark L. Kleifges
	Title:	Treasurer and Chief Financial Officer
Dated: June 11, 2013

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EX-4.1

Exhibit 4.1

AMENDMENT TO RENEWED RIGHTS AGREEMENT

THIS AMENDMENT TO RENEWED RIGHTS AGREEMENT (this “Amendment”), dated as of June 11, 2013, is between Hospitality Properties Trust, a Maryland real estate investment trust (the “Company”), and Wells Fargo Bank, National Association (the “Rights Agent”).

WITNESSETH:

WHEREAS, the Company and the Rights Agent are party to the Renewed Rights Agreement , dated as of May 15, 2007 (the “Original Agreement”); and

WHEREAS, the Company now wishes to amend the Original Agreement as set forth herein;

NOW THEREFORE, in consideration of the mutual agreements set forth in the Original Agreement and this Amendment other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound, do hereby agree as follows:

1.The definition of “Final Expiration Date” under Section 1 of the Original Agreement is hereby amended to replace “May 15, 2017” with “December 31, 2013.”

2.The form of Rights Certificate attached as Exhibit A to the Original Agreement is hereby amended to replace the phrase “May 15, 2017” therein with “December 31, 2013” in all places where such date originally appears.

3.Upon the expiration of the Rights in accordance with the terms of the Original Agreement, as amended hereby (the “Amended Agreement”), the Amended Agreement shall be terminated and of no further force or effect whatsoever without any further action on the part of the Company or the Rights Agent.

4.The Company and the Rights Agent hereby waive any notice requirements under the Original Agreement pertaining to this Amendment or any of the matters covered by this Amendment.

5.Capitalized terms used herein but not defined shall have the meanings given to them in the Original Agreement.

6.Except as amended pursuant to this Amendment, the Original Agreement shall remain in force and effect in accordance with its terms.

7.This Amendment shall be deemed to be a contract made under the laws of the State of Maryland and shall for all purposes be governed by and construed in accordance with the laws of the State of Maryland applicable to contracts

made and to be performed entirely within the State of Maryland, including its principles of conflicts of law.  The rights and duties of the Rights Agent hereunder shall be governed by the laws of the State of Maryland, including its principles of conflicts of law.

8.This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.  A facsimile or .pdf signature delivered electronically shall constitute an original signature for all purposes.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the parties to this Amendment have caused this Amendment to be duly executed, all as of the day and year first above written.

ATTEST:		HOSPITALITY PROPERTIES TRUST
/s/ John G. Murray		By:	/s/ Mark L. Kleifges
Name:	John G. Murray	Name:	Mark L. Kleifges
Title:	President	Title:	Treasurer and Chief Financial Officer
ATTEST:		WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Peggy Sime		By:	/s/ Mark Henning
Name:	Peggy Sime	Name:	Mark Henning
Title:	Vice President	Title:	Vice President

[Signature Page to Amendment to Renewed Rights Agreement]

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:

Timothy A. Bonang, Vice President, Investor Relations, or

Carlynn Finn, Senior Manager, Investor Relations.

(617) 796-8232

Hospitality Properties Trust Announces Certain Governance Changes

Newton, MA (June 10, 2013).  Hospitality Properties Trust (NYSE:  HPT) today announced certain governance changes as follows:

·The HPT Board has determined to amend HPT’s shareholders’ rights plan, commonly known as a “poison pill”, to accelerate its termination.  This plan had been scheduled to expire on May 15, 2017.  As amended, this plan will now expire December 31, 2013.

·The HPT Board has determined to recommend to shareholders that HPT’s Declaration of Trust be amended to eliminate the existing requirement in the Declaration of Trust that HPT Trustees serve staggered three year terms.  The proposed amendment to HPT’s Declaration of Trust will be presented to HPT shareholders at HPT’s next annual shareholders’ meeting in the spring of 2014.  If this amendment is approved, HPT Trustees will thereafter be elected for one year terms.

The foregoing governance changes were adopted by HPT’s Board after conversations with certain long term HPT shareholders and consideration of the results of the voting at HPT’s recently completed 2013 annual shareholders’ meeting.

Hospitality Properties Trust is a real estate investment trust which owns 290 hotels and 185 travel centers located in 44 states, Puerto Rico and Ontario, Canada.

WARNING REGARDING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS.  THESE FORWARD LOOKING STATEMENTS ARE BASED UPON HPT’S PRESENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT GUARANTEED TO OCCUR AND THEY MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS THAT ARE BEYOND HPT’S CONTROL.  FOR EXAMPLE:

·THIS PRESS RELEASE STATES THAT HPT’S BOARD HAS DETERMINED TO AMEND HPT’S SHAREHOLDERS’ RIGHTS PLAN TO EXPIRE ON DECEMBER 31, 2013.  UNDER APPLICABLE LAW, THE HPT BOARD OF TRUSTEES HAS THE POWER TO CREATE, AMEND, EXTEND OR TERMINATE A SHAREHOLDERS’ RIGHTS PLAN.  ALTHOUGH HPT’S BOARD HAS NO PRESENT INTENTION TO DO SO, IN THE FUTURE THE BOARD MAY DECIDE TO EXTEND OR RE-INSTATE THE SHAREHOLDERS’ RIGHTS PLAN BECAUSE OF CHANGED CIRCUMSTANCES.

·THIS PRESS RELEASE STATES THAT HPT’S BOARD HAS DETERMINED TO RECOMMEND TO SHAREHOLDERS THAT HPT’S DECLARATION OF TRUST BE AMENDED SO THAT TRUSTEES MAY BE ELECTED FOR ONE YEAR TERMS.  THIS AMENDMENT MAY NOT BE APPROVED BY HPT SHAREHOLDERS.  ALSO, IN CERTAIN CIRCUMSTANCES,  THE BOARD’S DETERMINATION MAY BE CHANGED OR APPLICABLE LAW OR NYSE LISTING REQUIREMENTS, MAY REQUIRE THAT TRUSTEES SERVE TERMS LONGER THAN ONE YEAR.

FOR THESE AND OTHER REASONS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE.  EXCEPT AS REQUIRED BY LAW, HPT DOES NOT INTEND TO PROVIDE UPDATES OF ITS FORWARD LOOKING STATEMENTS BECAUSE OF FUTURE EVENTS OR CHANGED CIRCUMSTANCES.

(end)