-----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, B+gQnwSyDXandzpZJ1/ti6KQ+GyO4zFF1QSQwlkxTNHgZWzHpY1OcuQb+DCtRcSD kgXeF771xn/uPtWkRtTm0w== 0000908737-95-000086.txt : 19951002 0000908737-95-000086.hdr.sgml : 19951002 ACCESSION NUMBER: 0000908737-95-000086 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950926 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09317 FILM NUMBER: 95576235 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 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Fiscal Year Ended December 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ______ to _____ Commission File Number 1-9317 HEALTH AND RETIREMENT PROPERTIES TRUST (Exact name of registrant as specified in its charter) Maryland 04-6558834 (State or other (I.R.S. Employer jurisdiction of Identification No.) incorporation) 400 Centre Street Newton, Massachusetts 02158 (Address of principal (Zip Code) executive offices) 617-332-3990 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered Common Shares of Beneficial Interest New York Stock Exchange Floating Rate Senior Notes, Series A, Due 1999 New York Stock Exchange Floating Rate Senior Notes, Series B, Due 1999 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock of the registrant held by non-affiliates was $823,402,873 based on the $14.875 closing price per share for such stock on the New York Stock Exchange on March 29, 1994. For purposes of this calculation, 1,013,651 shares held by HRPT Advisors, Inc. (the "Advisor"), a total of 2,777,768 shares held by the Advisor solely in its capacity as voting trustee under certain voting trust agreements, and an aggregate of 33,935 shares held by the trustees and executive officers of the registrant, have been included in the number of shares held by affiliates. Number of the registrant's Common Shares of Beneficial Interest, $.01 par value ("Shares"), outstanding as of March 15, 1995: 59,162,768. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K is incorporated herein by reference from the Company's definitive Proxy Statement for the annual meeting of shareholders currently scheduled to be held on May 16, 1995. THE DECLARATION OF TRUST ESTABLISHING THE COMPANY, DATED OCTOBER 9, 1986, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATION"), IS DULY FILED IN THE OFFICE OF THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME "HEALTH AND RETIREMENT PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE TRUST. ALL PERSONS DEALING WITH THE TRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) Index to Financial Statements and Financial Statement Schedules HEALTH AND RETIREMENT PROPERTIES TRUST Page Report of Ernst & Young LLP, Independent Auditors F-1 Balance Sheets as of December 31, 1993 and 1994 F-2 Statements of Income for the years ended December 31, 1992, 1993 and 1994 F-3 Statements of Shareholders' Equity for the years ended December 31, 1992, 1993 and 1994 F-4 Statements of Cash Flows for the years ended December 31, 1992, 1993 and 1994 F-5 Notes to Financial Statements F-6 The following financial schedules are included: III -- Real Estate and Accumulated Depreciation F-16 IV -- Mortgage Loans on Real Estate F-18 All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. Exhibits: 3.1 - July 1994 Amended and Restated Declaration of Trust* 3.2 - Amended and Restated By-Laws* 4.1 - Form of Series A Note* 4.2 - Form of Series B Note* 4.3 - Shawmut Bank, N.A. Indenture dated as of June 1, 1994* 4.4 - Supplemental Shawmut Bank, N.A., Indenture dated as of June 29, 1994* 4.5 - Rights Agreement * 9.1 - AMS Voting Trust Agreement* 9.2 - Amended and Restated AMS Voting Trust Agreement* 10.1 - Advisory Agreement, as amended *(+) 10.2 - Second Amendment to Advisory Agreement *(+) 10.3 - Incentive Share Award Plan*(+) 10.4 - Master Lease Document* 10.5 - HRPT Shares Pledge Agreement* 10.6 - AMS Properties Security Agreement* 10.7 - AMS Subordination Agreement* 10.8 - AMS Guaranty* 10.9 - AMS Pledge Agreement (pledging shares of AMSP)* 10.10 - AMS Holding Co. Pledge Agreement (pledging shares of AMS)* 10.11 - Amended and Restated Renovation Funding Agreement* 10.12 - Amendment to AMS Transaction Documents* 10.13 - GCI Master Lease Document* 10.14 - Amended and Restated HRP Shares Pledge Agreement* 10.15 - Guaranty, Cross-Default and Cross- Collateralization Agreement* 10.16 - CSC $8,000,000 Working Capital Promissory Note* 10.17 - Marriott Senior Living Services Purchase and Sale Agreement* 10.18 - Connecticut Subacute Corporation II Lease Document Waterbury* 10.19 - Connecticut Subacute Corporation II Lease Document - Cheshire* 10.20 - Connecticut Subacute Corporation II Lease Document - New Haven* 10.21 - Vermont Subacute/New Hampshire Subacute Corporation Master Lease Agreement (Chapple)* 10.22 - Amended and Restated Agreement and Plan of Reorganization (Chapple)* 10.23 - March 1995 Second Amended and Restated Revolving Loan Agreement* 10.24 - Purchase Option Agreement* 12.1 - Earnings to Fixed Charges* 21.1 - Subsidiaries of the Registrant* 23.1 - Consent of Ernst & Young* 23.2 - Consent of Arthur Anderson (Horizon)* 23.3 - Consent of Arthur Anderson (Marriott) (1) 25.1 - Powers of Attorney* 27.1 - Financial Data Schedule* (*) Previously Filed (+) Management contract or compensatory plan or arrangement (1) Filed herewith. (b) Reports on Form 8-K No reports on Form 8-K were filed during the last quarter of the period covered by this report. HEALTH AND RETIREMENT PROPERTIES TRUST SIGNATURE 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 duly authorized. HEALTH AND RETIREMENT PROPERTIES TRUST (Registrant) Date: September 26, 1995 By: David J. Hegarty ---------------- President EX-23.3 2 Exhibit 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in the Company's registration statement (file number 33-53173) of our report dated January 27, 1995 included in the Marriott International, Inc. Form 10-K for the year ended December 30, 1994, and to all references to our Firm included in the registration statement. ARTHUR ANDERSEN LLP Washington, D.C. September 26, 1995 -----END PRIVACY-ENHANCED MESSAGE-----