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. 3)*
SENIOR HOUSING PROPERTIES TRUST
(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST, $.01 PAR VALUE
(Title of Class of Securities)
81721M 10 9
(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)
September 28, 2001
(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 8 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).
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*
WC
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
BENEFICIALLY 12,809,238
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH
9 SOLE DISPOSITIVE POWER
12,809,238
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,936,898
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.79%
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-2-
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
REIT Management & Research LLC
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
12,954,002
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.83
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-3-
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
12,954,002
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.83%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-4-
This Amendment No. 3 to the original Schedule 13D filed September 29,
1999, by HRPT Properties Trust and REIT Management & Research, Inc. is being
filed to reflect a decrease in the reported percentage ownership of Senior
Housing Properties Trust as described below and update certain other
information. This Amendment No. 3 shall also be an initial Schedule 13D filed by
REIT Management & Research Trust.
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 (the "Shares"), of Senior
Housing Properties Trust, a Maryland real estate investment Trust ("SNH"), 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"). Pursuant to an Agreement of Merger
and Plan of Reorganization dated September 28, 2001 (the "Merger"), REIT
Management & Research, Inc., a Delaware corporation ("RMR, Inc.") and previously
a reporting person in this Schedule 13D, merged with and into RMR, a newly
formed Delaware limited liability company that is wholly owned by RMR Trust. The
ownership of RMR Trust is the same as the ownership of RMR, Inc., immediately
prior to the Merger. RMR succeeded to all of the assets of RMR, Inc. including
all benefits and obligations of RMR, Inc. under the Advisory Agreement between
RMR, Inc. and SNH.
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, Rev. Justinian
Manning, C.P., 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,
Jennifer B. Clark, Senior Vice President and Assistant Secretary and David M.
Lepore, Senior Vice President.
RMR's principal business is providing advisory services to real estate
investment trusts such as SNH 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,
Treasurer, John R. Hoadley, Vice President and Bruce J. Mackey, Jr., Vice
President. 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 of RMR Trust are David J. Hegarty, Gerard M.
Martin and Barry M. Portnoy. 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.
-5-
Each of the individuals listed above (i) except for Mr. Donelan, is a
United Stated citizen, (ii) except for Mr. Donelan, Rev. Manning and Mr.
Zeytoonjian, has a business address at 400 Centre Street, Newton, Massachusetts
02458 and (iii) except for Mr. Donelan, Rev. Manning, and Mr. Zeytoonjian is
principally employed by RMR, in the capacities specified above. Mr. Hegarty also
serves as President, Chief Operating Officer, and Secretary of SNH and John R.
Hoadley also serves as Treasurer and Chief Financial Officer of SNH. The
principal office of SNH is located at 400 Centre Street, Newton, Massachusetts
02458. Mr. Donelan is a British citizen and is Chairman and Chief Executive
Officer of eSecLending and has a business address at Sion Hall, 56 Victoria
Embankment, London, United Kingdom. Rev. Manning is the pastor of St. Gabriel's
parish at 139 Washington Street, Brighton, Massachusetts 02135. Mr. Zeytoonjian
is Chairman and Chief Executive Officer of Turf Products Corporation and has a
business address at 157 Moody Road, Enfield, Connecticut 06083.
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) On October 7, 2001 and October 12, 2001, SNH issued an aggregate of
14,047,000 additional Shares in an underwritten public offering. HRP continues
to hold 12,809,238 Shares, which as a result of SNH's offering of Shares
represent 29.50% of the issued and outstanding Shares.
In addition, the trustees and executive officers of HRP own SNH Shares
as follows: Mr. Martin, through a corporation of which Mr. Martin is the sole
stockholder, 61,204 Shares; Mr. Portnoy, through a corporation of which Mr.
Portnoy is the sole stockholder, 61,204 Shares; and other trustees and executive
officers of HRP, 5,252 Shares in the aggregate. In addition, Messrs. Portnoy and
Martin, as Managing Trustees of HRP, may be deemed to have beneficial ownership
of the 12,809,238 Shares held by HRP; however, Messrs. Portnoy and Martin
disclaim beneficial ownership of HRP's 12,809,238 Shares. The Shares held by
HRP, when aggregated with such additional Shares held by the trustees and
executive officers of HRP, aggregate 12,936,898 Shares, which represent 29.79%
of the issued and outstanding Shares. 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 advisor, and RMR Trust, as the sole member and manager of
RMR, may under applicable regulatory definitions, be deemed to beneficially own
HRP's 12,809,238 Shares. RMR and RMR Trust, however, expressly disclaim any
beneficial ownership of HRP's 12,809,238 Shares.
-6-
In addition, the trustees, directors and executive officers of RMR and
RMR Trust own SNH Shares as follows, in part as noted above: Mr. Martin, through
a corporation of which Mr. Martin is the sole stockholder, 61,204 Shares; Mr.
Portnoy, through a corporation of which Mr. Portnoy is the sole stockholder,
61,204 Shares; Mr. Hegarty, 8,440 Shares; and other executive officers of RMR
Trust, 13,916 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, directors and executive officers of RMR
Trust, aggregate 12,954,002 Shares, which represent 29.83% 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 disclaims any beneficial ownership of the Shares held by Mr. Martin,
Mr. Portnoy, Mr. Hegarty and the other executive officers of RMR Trust.
(b) HRP has sole power to vote or dispose of its 12,809,238 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 7. Material to be Filed as Exhibits.
The following documents are filed as exhibits to this statement:
99.1. Joint Filing Agreement, dated as of October 23, 2001, by and
among HRP, RMR and RMR Trust.
-7-
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.
October 23, 2001 HRPT PROPERTIES TRUST
By: /s/ John Popeo
Name: John Popeo
Title: Treasurer and Chief Financial
Officer
REIT MANAGEMENT & RESEARCH LLC
By: /s/ Jennifer B. Clark
Name: Jennifer B. Clark
Title: Vice President and
Assistant Secretary
REIT MANAGEMENT & RESEARCH TRUST
By: /s/ Thomas M. O'Brien
Name: Thomas M. O'Brien
Title: Vice President