SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 16, 2000
HOSPITALITY PROPERTIES TRUST
(Exact name of registrant as specified in charter)
Maryland 1-11527 04-3262075
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification number)
400 Centre Street, Newton, Massachusetts 02458
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 617-964-8389
Item 5. Other Events
(a) Re-election of Trustees. At the Company's regular annual meeting of
shareholders held on May 16, 2000, Messrs. William J. Sheehan and Gerard M.
Martin were re-elected trustees (52,526,067 voted for and 601,053 abstained from
voting for Mr. Sheehan, and 52,306,954 voted for and 820,165 abstained from
voting for Mr. Martin). The term of Messrs. Sheehan and Martin will extend until
the Company's annual meeting of shareholders in 2003. Messrs. Arthur G.
Koumantzelis, John L. Harrington and Barry M. Portnoy continue to serve as
trustees with terms expiring in 2001, 2002 and 2002, respectively.
(b) Issuance of Incentive Shares. On May 16, 2000, pursuant to the
Company's incentive share award plan, the Company's three independent trustees
each received a grant of 300 common shares of beneficial interest, par value
$.01 per share, valued at $23.1875 per share, the closing price of the common
shares on the New York Stock Exchange on May 16, 2000. The grants were made
pursuant to the exemption from registration contained in Section 4(2) of the
Securities Act of 1933, as amended.
(c) Family Relationship. Ethan S. Bornstein, a Vice President of the
Company, was married in May 2000 to the daughter of Barry M. Portnoy, one of the
Company's managing trustees.
(d) Amended and Restated Bylaws. The Board of Trustees of Hospitality
Properties Trust (the "Company") has amended and restated the Company's Bylaws.
The following is a summary of certain provisions of the Bylaws, as amended.
Because it is a summary, it does not contain all of the information which may be
important to a shareholder or other investor. For more information, the Company
refers to the full text of its amended and restated Bylaws which are being filed
as an exhibit to this Current Report on Form 8-K.
o The Company has elected to be subject to Section 3-804(b) and (c) of Title
3, Subtitle 8 of the Maryland General Corporation Law which (1) provide
that the number of trustees may be fixed only by a vote of the Board of
Trustees; and (2) provide that vacancies on the Board of Trustees may be
filled only by the affirmative vote of a majority of the remaining trustees
in office, even if the remaining trustees do not constitute a quorum.
o The amended Bylaws provide that nomination of persons for election to the
Board of Trustees at an annual meeting of shareholders and business to be
transacted by the shareholders at an annual meeting of shareholders may be
properly brought before the meeting only (1) pursuant to the Company's
notice of meeting, (2) by or at the direction of the Board of Trustees, or
(3) by any shareholder who is a shareholder of record both at the time of
giving of the advance notice described below and at the time of the annual
meeting, who is entitled to vote at the meeting and who complies with the
advance notice and other applicable terms and provisions set forth in the
Bylaws. No business may be transacted at a special meeting of shareholders
except as specifically designated in the notice of the meeting. Nominations
of persons for election to the Board of Trustees at a special meeting of
shareholders at which trustees are to be elected may be made only (1)
pursuant to the Company's notice of meeting; (2) by or at the direction of
the Board of Trustees, or (3) by any shareholder who is a shareholder of
record both at the time of giving of the advance
notice described below and at the time of the special meeting, who is
entitled to vote at the meeting and who complies with the advance notice
and other applicable terms and provisions set forth in the Bylaws.
o The amended Bylaws require a shareholder who is nominating a person for
election to the Board of Trustees at an annual meeting or proposing
business to be transacted at an annual meeting to give notice of such
nomination or proposal to the secretary of the Company at the principal
executive offices of the Company not later than the close of business on
the 90th day nor earlier than the close of business on the 120th day prior
to the first anniversary of the date of mailing of the notice for the
preceding year's annual meeting. If the date of mailing of the notice for
the annual meeting is advanced or delayed by more than 30 days from the
anniversary date of the date of mailing of the notice for the preceding
year's annual meeting, notice by the shareholder to be timely must be so
delivered not earlier than the close of business on the 120th day prior to
the date of mailing of the notice for such annual meeting and not later
than the close of business on the later of: (1) the 90th day prior to the
date of mailing of the notice for such annual meeting or (2) the 10th day
following the day on which public announcement of the date of mailing of
the notice for such meeting is first made by the Company. The public
announcement of a postponement of the mailing of the notice for such annual
meeting or of an adjournment or postponement of an annual meeting to a
later date or time will not commence a new time period for the giving of a
shareholder's notice. If the number of trustees to be elected to the Board
of Trustees is increased and there is no public announcement by the Company
of such action or specifying the size of the increased Board of Trustees at
least one hundred (100) days prior to the first anniversary of the date of
mailing of notice for the preceding year's annual meeting, a shareholder's
notice also shall be considered timely, but only with respect to nominees
for any new positions created by such increase, if the notice is delivered
to the secretary at the Company's principal executive offices not later
than the close of business on the 10th day immediately following the day on
which such public announcement first is made by the Company.
o The amended Bylaws require a shareholder who is nominating a person for
election to the Board of Trustees at a special meeting at which trustees
are to be elected to give notice of such nomination to the secretary of the
Company at its principal executive offices not earlier than the close of
business on the 120th day prior to such special meeting and not later than
the close of business on the later of (1) the 90th day prior to such
special meeting or (2) the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the trustees to be elected at such meeting. The public
announcement of a postponement or adjournment of a special meeting to a
later date or time will not commence a new time period for the giving of a
shareholder's notice as described above.
o The amended Bylaws provide that a shareholder's notice of a nomination for
election to the Board of Trustees or of a proposal of business to be
transacted at a shareholders meeting must be in writing and must include:
o as to each person whom the shareholder proposes to nominate for
election or reelection as a trustee, (1) the person's name, age,
business address and residence address, (2) the class and number of
shares of beneficial interest of the Company that are beneficially
owned or
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owned of record by such person and (3) all other information relating
to such person that is required to be disclosed in solicitations of
proxies for election of trustees in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A or any
successor provision under the Securities Exchange Act of 1934,
including such person's written consent to being named in the proxy
statement as a nominee and to serving as a trustee if elected;
o as to any business that the shareholder proposes to bring before the
meeting, a description of the business desired to be brought before
the meeting, the reasons for conducting such business at the meeting
and any interest of such shareholder in such business (including any
anticipated benefit to the shareholder therefrom) and of each
beneficial owner, if any, on whose behalf the proposal is made; and
o as to the shareholder giving the notice and each beneficial owner, if
any, on whose behalf the nomination or proposal is made, (1) the name
and address of such shareholder, as they appear on the Company's share
ledger and current name and address, if different, of any such
beneficial owner and (2) the class and number of shares of the Company
which are owned beneficially and of record by such shareholder and any
such beneficial owner.
o The amended Bylaws provide that, at the same time as or prior to the
submission to the Board of Trustees of any shareholder proposal of business
to be conducted at an annual or special meeting of the shareholders that,
if approved or implemented, would cause the Company to be in breach of a
covenant under any existing or proposed debt instrument or agreement with
any lender, the proponent shareholder must submit to the secretary of the
Company at the principal executive offices of the Company evidence
satisfactory to the Board of Trustees of the lender's willingness to waive
the breach or a plan for repayment of affected indebtedness which is
satisfactory to the Board of Trustees and which specifically identifies the
source of funds to be used in the repayment and presents evidence
satisfactory to the Board of Trustees that the identified funds could be
applied by the Company to the repayment.
o The amended Bylaws provide that, at the same time as or prior to the
submission to the Board of Trustees of any shareholder proposal of business
to be conducted at an annual or special meeting of the shareholders that,
if approved, could not be implemented by the Company without notifying or
obtaining the consent or approval of any regulatory body, the proponent
shareholder must submit to the secretary of the Company at the principal
executive offices of the Company evidence satisfactory to the Board of
Trustees that any and all required notices, consents or approvals have been
given or obtained or a plan, satisfactory to the Board of Trustees, for
making the requisite notices or obtaining the requisite consents or
approvals, as applicable, prior to the implementation of the proposal.
o The amended Bylaws provide that the Company is not required to include in
its proxy statement a shareholder nomination of persons for election to the
Board of Trustees or a shareholder proposal of business to be brought
before an annual or special meeting of shareholders, unless the proponent
shareholder has complied with (1) all applicable requirements of state and
federal law and the rules and regulations thereunder, including Rule 14a-8
or any successor provision under the Securities Exchange Act of 1934, and
(2) the
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advance notice and the other applicable procedures and requirements set
forth in the Bylaws. This Bylaw provision does not affect any right of the
Company to omit a shareholder proposal from the Company's proxy statement
under the Securities Exchange Act of 1934, including nominations of persons
for election to the Board of Trustees and business to be brought before the
shareholders at an annual or special meeting of shareholders.
o The amended Bylaws include provisions to clarify the organization and
conduct of meetings of shareholders. These include, among other things,
that:
o meetings of shareholders will be conducted by an individual appointed
by the trustees to be chairperson of the meeting or, in the absence of
such appointment or the absence of the appointed individual, by
specified officers of the Company or, in the absence of such officers,
a chairperson chosen by the shareholders by the vote of holders of
shares of beneficial interest representing a majority of the votes
cast by shareholders present in person or represented by proxy;
o the order of business and all other matters of procedure at any
meeting of shareholders will be determined by the chairperson of the
meeting;
o the chairperson of the meeting may prescribe such rules, regulations
and procedures and take such actions as, in the discretion of such
chairperson, are appropriate for the proper conduct of the meeting,
including, without limitation: (1) restricting admission to the time
set for the commencement of the meeting; (2) limiting attendance at
the meeting to shareholders of record of the Company, their duly
authorized proxies or other such persons as the chairperson of the
meeting may determine; (3) limiting participation at the meeting on
any matter to shareholders of record of the Company entitled to vote
on such matter, their duly authorized proxies or other such persons as
the chairperson of the meeting may determine; (4) limiting the time
allotted to questions or comments by participants; (5) maintaining
order and security at the meeting; (6) removing any shareholder or
other person who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairperson of the meeting; and (7)
recessing or adjourning the meeting to a later date and time and place
announced at the meeting; and
o unless otherwise determined by the chairperson of the meeting,
meetings of shareholders are not required to be held in accordance
with the rules of parliamentary procedure or any established rules of
order.
As stated in the Company's proxy statement dated March 31, 2000
relating to the annual meeting of shareholders held on May 16, 2000, shareholder
proposals intended to be presented at the Company's 2001 Annual Meeting of
Shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934
must be received by the Company at its principal executive offices not later
than December 1, 2000.
Under the amended Bylaws, in order to be considered "timely" within the
meaning of Rule 14a-4(c) under the Securities Exchange Act of 1934, notice of a
shareholder proposal intended for presentation at the Company's 2001 Annual
Meeting of Shareholders made outside of Rule 14a-8 under the Securities Exchange
Act of 1934 must be received by the Company no
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later than January 2, 2001 and no earlier than December 1, 2000, rather than
respective dates which were specified in the Company's proxy statement dated
March 31, 2000, and must be made in accordance with the provisions, requirements
and procedures set forth in the Company's amended Bylaws.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
3.1 Amended and Restated Bylaws of the Company
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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/ Thomas M. O'Brien
Thomas M. O'Brien
Treasurer and Chief Financial Officer
Date: June 30, 2000
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