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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): December 13, 2004
FIVE STAR QUALITY CARE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Maryland
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(State or other jurisdiction
of incorporation)
Commission File No. 1-16817 04-3516029
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(IRS Employer
Identification No.)
400 Centre Street, Newton, Massachusetts 02458
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 796-8387
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:
| | Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01. OTHER EVENTS
On December 13, 2004, we changed the transfer agent for our shares of
stock from EquiServe Trust Company, N.A. to Wells Fargo Bank, National
Association, or Wells Fargo. Wells Fargo now serves as our transfer agent and
registrar. Additionally, Wells Fargo now is successor Rights Agent under the
Rights Agreement, dated March 10, 2004, relating to our shareholder protection
rights plan.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
4.1 Appointment of Successor Rights Agent, dated as of December 13, 2004,
by and between Five Star Quality Care, Inc. and Wells Fargo Bank,
National Association. (Filed herewith)
[Signature Page Follows]
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.
FIVE STAR QUALITY CARE, INC.
By: /s/ Bruce J. Mackey Jr.
Name: Bruce J. Mackey Jr.
Title: Treasurer and Chief Financial
Officer
Date: December 13, 2004