SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 6)*
HOSPITALITY PROPERTIES TRUST
(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST, $0.01 PAR VALUE
(Title of Class of Securities)
44106M 10 2
(CUSIP Number)
John A. Mannix
HRPT Properties Trust
400 Centre Street
Newton, MA 02458
(617) 332-3990
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 23, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
-------------------------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP NO. 44106M 10 2 Page 2 of 9 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HRPT Properties Trust I.R.S. ID No. 04-6558834
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7 SOLE VOTING POWER
NUMBER OF
SHARES 4,000,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
4,000,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,427,975
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 44106M 10 2 Page 3 of 9 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Reit Management & Research LLC I.R.S. ID No. 04-3583787
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,472,430
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 44106M 10 2 Page 4 of 9 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Reit Management & Research Trust I.R.S. ID No. 04-3402206
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,472,430
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 44106M 10 2 Page 5 of 9 Pages
This Amendment No. 6 to the original Schedule 13D filed September 1,
1995, by HRPT Properties Trust (f/k/a Health and Retirement Properties Trust)
and the original Schedule 13D filed March 30, 1998, by Reit Management &
Research, Inc. is being filed to reflect the issuance and sale of 4,000,000
Shares (as described below) by Hospitality Properties Trust at a purchase price
per share of $43.93 in an underwritten public offering which closed on February
23, 2004 (the "Initial Sale") and the issuance and sale of 600,000 Shares by
Hospitality Properties Trust at a purchase price per share of $43.93 pursuant to
an over-allotment option (the "Option Sale") granted in connection with the
Initial Sale which closed on March 8, 2004 and to update certain other
information.
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
Common Shares of Beneficial Interest, par value $0.01 per share (the "Shares"),
of Hospitality Properties Trust, a Maryland real estate investment trust
("HPT"), with its principal executive offices located at 400 Centre Street,
Newton, Massachusetts 02458.
Item 2. Identity and Background.
The persons filing this statement are HRPT Properties Trust, a Maryland
real estate investment trust ("HRP"), Reit Management & Research LLC, a Delaware
limited liability company ("RMR"), and Reit Management & Research Trust, a
Massachusetts business trust ("RMR Trust"). RMR and RMR Trust are successors to
Reit Management & Research Inc. ("RMR Inc.") in a change in ownership structure
of RMR Inc. RMR is wholly owned by RMR Trust, which has the same ownership as
did RMR Inc. immediately prior to the change.
HRP's principal business is to operate as a real estate investment
trust. The principal office of HRP is located at 400 Centre Street, Newton,
Massachusetts 02458. The trustees of HRP are Patrick F. Donelan, Tjarda Clagett,
Frederick N. Zeytoonjian, Barry M. Portnoy and Gerard M. Martin. The executive
officers of HRP are John A. Mannix, President and Chief Operating Officer, John
C. Popeo, Treasurer, Chief Financial Officer and Secretary, Adam D. Portnoy,
Executive Vice President, Jennifer B. Clark, Senior Vice President, and David M.
Lepore, Senior Vice President.
RMR's principal business is providing advisory services to real estate
investment trusts such as HPT and others. The principal office of RMR is located
at 400 Centre Street, Newton, Massachusetts 02458. The directors of RMR are
David J. Hegarty, Gerard M. Martin and Barry M. Portnoy. The executive officers
of RMR are David J. Hegarty, President and Secretary, John G. Murray, Executive
Vice President, Evrett W. Benton, Vice President, Jennifer B. Clark, Vice
President and Assistant Secretary, David M. Lepore, Vice President, John A.
Mannix, Vice President, Thomas M. O'Brien, Vice President, John C. Popeo, Vice
President and Treasurer,
SCHEDULE 13D
CUSIP NO. 44106M 10 2 Page 6 of 9 Pages
John R. Hoadley, Vice President, Bruce J. Mackey Jr., Vice President, Mark L.
Kleifges, Vice President, Ethan S. Bornstein, Vice President, Adam D. Portnoy,
Vice President, and William J. Sheehan, Director of Internal Audit and
Compliance. The sole member and manager of RMR is RMR Trust.
RMR Trust's principal business is to act as the member and manager of
RMR. The principal office of RMR Trust is located at 400 Centre Street, Newton,
Massachusetts 02458. The trustees and executive officers of RMR Trust are the
same as the directors and executive officers of RMR. Each of Messrs. Martin and
Portnoy own 50% of the outstanding capital stock of RMR Trust.
Each of the individuals listed above (i) has a business address at 400
Centre Street, Newton, Massachusetts 02458, (ii) except for Mr. Donelan, is a
United States citizen and (iii) except for Messrs. Donelan, Clagett and
Zeytoonjian, is principally employed by RMR in the capacities specified above.
Mr. Murray also serves as the President, Chief Operating Officer and Secretary
of HPT, Mr. Kleifges as Treasurer and Chief Financial Officer of HPT and Mr.
Bornstein as Vice President of HPT. The principal office of HPT is located at
400 Centre Street, Newton, Massachusetts 02458. Mr. Donelan is a British citizen
and is principally employed as a private investor. Mr. Clagett is principally
employed as a private investor. Mr. Zeytoonjian is Chairman and Chief Executive
Officer of Turf Products Corporation.
Neither HRP, RMR, RMR Trust nor any of the individuals specified above
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or been party to any
civil proceeding which resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 5. Interest in Securities of the Issuer.
(a) HRP continues to hold 4,000,000 Shares, which represent 6.0% of the
issued and outstanding Shares.
In addition, the trustees and executive officers of HRP own HPT Shares
as follows: Mr. Martin, directly or through a corporation of which Mr. Martin is
the sole stockholder, 204,681 Shares; Mr. Portnoy, directly or through a
corporation of which Mr. Portnoy is the sole stockholder, 204,681 Shares; and
other trustees and executive officers of HRP, 18,613 Shares in the aggregate. In
addition, Messrs. Portnoy and Martin, as Managing Trustees of HRP, may be deemed
to have beneficial ownership of the 4,000,000 Shares held by HRP; however,
Messrs. Portnoy and Martin disclaim beneficial ownership of HRP's 4,000,000
Shares. The Shares held by HRP, when aggregated with such additional Shares held
by the trustees and executive officers of HRP, aggregate 4,427,975 Shares, which
represent 6.6% of the issued and outstanding Shares.
SCHEDULE 13D
CUSIP NO. 44106M 10 2 Page 7 of 9 Pages
The Shares held by Mr. Martin, Mr. Portnoy and the other trustees and executive
officers of HRP are reported herein pursuant to the provisions of Items 2 and 5
of Schedule 13D. HRP, however, expressly disclaims any beneficial ownership of
the Shares held by Mr. Martin, Mr. Portnoy and the other trustees and executive
officers of HRP.
RMR, as HRP's investment manager, and RMR Trust, as the sole member and
manager of RMR, may under applicable regulatory definitions, be deemed to
beneficially own HRP's 4,000,000 Shares. RMR and RMR Trust, however, expressly
disclaim any beneficial ownership of HRP's 4,000,000 Shares.
In addition, the trustees, directors and executive officers of RMR and
RMR Trust own HPT Shares as follows, in part as noted above: Mr. Martin,
directly or through a corporation of which Mr. Martin is the sole stockholder,
204,681 Shares; Mr. Portnoy, directly or through a corporation of which Mr.
Portnoy is the sole stockholder, 204,681 Shares; Mr. Hegarty, 1,200 Shares; and
other executive officers of RMR Trust, 61,868 Shares in the aggregate. The
Shares held by HRP (which may be deemed to be beneficially owned by RMR and RMR
Trust), when aggregated with such additional Shares held by the trustees and
executive officers of RMR Trust, aggregate 4,472,430 Shares, which represent
6.7% of the issued and outstanding Shares. The Shares held by Mr. Martin, Mr.
Portnoy, Mr. Hegarty and the other executive officers of RMR and RMR Trust are
reported herein pursuant to the provisions of Items 2 and 5 of Schedule 13D. RMR
and RMR Trust, however, expressly disclaim any beneficial ownership of the
Shares held by Mr. Martin, Mr. Portnoy, Mr. Hegarty and the other executive
officers of RMR and RMR Trust.
(b) HRP has sole power to vote or dispose of its 4,000,000 Shares. To
HRP's knowledge, each of the trustees, directors and executive officers of HRP,
RMR and RMR Trust described above has sole power to vote or dispose of the
Shares he or she beneficially owns.
(c) No transactions in Shares have been effected during the past sixty
days by HRP, RMR, RMR Trust or the trustees, directors and executive officers of
HRP, RMR and RMR Trust described above.
(d) No other person is known to have the right to receive or the power
to direct the receipt of distributions from, or the proceeds from the sale of
securities covered by this statement.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Although HRP has formed no definitive intent to sell the Shares or any
portion thereof, depending upon its continuing review of its investments and
various other facts, HRP may in the
SCHEDULE 13D
CUSIP NO. 44106M 10 2 Page 8 of 9 Pages
future desire, subject to any applicable securities laws, to sell all or a
portion of the Shares. HPT has registered the offer and sale of the Shares under
the Securities Act, pursuant to a registration statement on Form S-3 (No.
333-109658). That registration statement became effective on October 24, 2003.
In connection with the registration statement, HRP and HPT entered into a
Registration Agreement (the "Registration Agreement"). Under the Registration
Agreement, HPT agreed to, among other things, file the registration statement
and use reasonable efforts to effect the registration of the Shares and HRP,
among other things, agreed to pay all expenses incurred by HPT relating to the
registration and any sale of the Shares. HPT also agreed to indemnify HRP
against certain liabilities, including liabilities under the Securities Act and,
alternately, to contribute to payments that HRP may be required to make as a
result of these liabilities.
Item 7. Material to be Filed as Exhibits.
The following documents are filed as exhibits to this statement:
99.1. Registration Agreement, dated as of October 10, 2003, by and
between HPT and HRP (incorporated by reference to Exhibit 10.1
to HPT's Registration Statement on Form S-3 (No. 333-109658)
filed October 14, 2003).
99.2. Amended and Restated Joint Filing Agreement, dated as of
November 12, 2003, by and between HRP, RMR and RMR Trust
(incorporated by reference to Exhibit 99.2 to the filing on
Schedule 13D/A by HRP, RMR and RMR Trust dated October 24,
2003).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 8, 2004 HRPT PROPERTIES TRUST
By: /s/ John C. Popeo
John C. Popeo
Treasurer, Chief Financial Officer
and Secretary
REIT MANAGEMENT & RESEARCH LLC
By: /s/ John C. Popeo
John C. Popeo
Vice President and Treasurer
REIT MANAGEMENT & RESEARCH TRUST
By: /s/ John C. Popeo
John C. Popeo
Vice President and Treasurer