As filed with the Securities and Exchange Commission on May 18, 2001
Registration No. 333-60392
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
PRE-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
SENIOR HOUSING PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
-----------------------
Maryland 04-3445278
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
400 Centre Street
Newton, Massachusetts 02458
(617) 796-8350
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
-----------------------
For Co-Registrants, please see "Table of Co-Registrants" on the following page.
-----------------------
David J. Hegarty, President
Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
(617) 796-8350
(Name, address, including zip code, telephone number,
including area code, of agent for service)
---------------------
Copy to:
Alexander A. Notopoulos, Jr., Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
---------------------
Approximate date of commencement of proposed sale to the public: From time
to time or at one time after the effective date of the Registration Statement as
determined by the Registrants.
If the only securities being registered on this form are being offered
pursuant to distribution or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with distribution or
interest reinvestment plans, check the following box./X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /____
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /____
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
TABLE OF CO-REGISTRANTS
IRS Employer
Name State of Formation Identification Number
- ---- ------------------ ---------------------
HRES1 Properties Trust Maryland 04-3461940
HRES2 Properties Trust Maryland 04-3461943
SPTGEN Properties Trust Maryland 04-3452343
SPTIHS Properties Trust Maryland 04-3450160
SPTMISC Properties Trust Maryland 04-3450894
SPTMNR Properties Trust Maryland 04-3450161
SPTMRT Properties Trust Maryland 04-3450155
SPTSUN Properties Trust Maryland 04-3450156
SPTSUN II Properties Trust Maryland 04-3474405
SHOPCO Holdings, Inc. Delaware 04-3516029
SHOPCO-AZ, LLC Delaware 04-3494867
SHOPCO-CA, LLC Delaware 04-3494871
SHOPCO-COLORADO, LLC Delaware 06-1566457
SHOPCO-CT, LLC Delaware 04-3497353
SHOPCO-GA, LLC Delaware 04-3494872
SHOPCO-IA, LLC Delaware 04-3494873
SHOPCO-KS, LLC Delaware 04-3497355
SHOPCO-MI, LLC Delaware 06-1566459
SHOPCO-MO, LLC Delaware 04-3497358
SHOPCO-NE, LLC Delaware 06-1566461
SHOPCO-SD, LLC Delaware 04-3497366
SHOPCO-WI, LLC Delaware 04-3497368
SHOPCO-WY, LLC Delaware 06-1566462
SNH-CALIFORNIA, INC. Delaware 04-3548089
SNH Holding Co., Inc. Delaware 04-3499670
SNH-IOWA, INC. Delaware 04-3499669
SNH-MICHIGAN, INC. Delaware 04-3499673
SNH-NEBRASKA, INC. Delaware 04-3499676
SNH Capital Trust I Maryland 04-6943320
SNH Capital Trust II Maryland 04-6943324
SNH Capital Trust III Maryland 04-6943325
SNH Capital Trust Holdings Maryland 04-3559836
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act
(ii)
of 1933 or until this Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
(iii)
The Registrant and the Co-Registrants have filed this Amendment No. 2 to
the Registration Statement to modify Exhibit 23.1.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
Exhibit No. Description
1.1 Form of Underwriting Agreement (for Debt Securities)*
1.2 Form of Underwriting Agreement (for Preferred Shares)*
1.3 Form of Underwriting Agreement (for Depositary Shares)*
1.4 Form of Underwriting Agreement (for Common Shares)*
1.5 Form of Underwriting Agreement (for Warrants)*
1.6 Form of Underwriting Agreement (for Trust Preferred
Securities)*
4.1 Form of Senior Indenture**
4.2 Form of Senior Subordinated Indenture**
4.3 Form of Junior Subordinated Indenture**
4.4 Form of Senior Debt Security*
4.5 Form of Senior Subordinated Debt Security*
4.6 Form of Junior Subordinated Debt Security*
4.7 Form of Articles Supplementary for Preferred Shares*
4.8 Form of Deposit Agreement, including form of Depositary
Receipt for Depositary Shares*
4.9 Form of Preferred Shares Certificate*
4.10 Form of Common Shares Certificate***
4.11 Form of Warrant Agreement, including form of Warrant *
4.12 Certificate of Trust of SNH Capital Trust I**
4.13 Declaration of Trust of SNH Capital Trust I**
4.14 Certificate of Trust of SNH Capital Trust II**
4.15 Declaration of Trust of SNH Capital Trust II**
4.16 Certificate of Trust of SNH Capital Trust III**
4.17 Declaration of Trust of SNH Capital Trust III**
4.18 Form of Amended and Restated Trust Agreement of the SNH
Capital Trusts**
4.19 Form of Guarantee Agreement**
5.1 Opinion of Sullivan & Worcester LLP**
5.2 Opinion of Ballard Spahr Andrews & Ingersoll, LLP**
8.1 Opinion of Sullivan & Worcester LLP re: tax matters*
12.1 Statement Regarding Computation of Ratios of Earnings to Fixed
Charges**
23.1 Consent of Ernst & Young LLP****
23.2 Consent of KPMG LLP**
23.3 Consent of Sullivan & Worcester LLP**
23.4 Consent of Ballard Spahr Andrews & Ingersoll, LLP**
24.1 Powers of Attorney of certain officers, trustees and
directors**
25.1 Statement of Eligibility of Trustee on Form T-1 under the
Trust Indenture Act of 1939, as amended, of the trustee under
the Senior Indenture*
25.2 Statement of Eligibility of Trustee on Form T-1 under the
Trust Indenture Act of 1939, as amended, of the trustee under
the Senior Subordinated Indenture*
25.3 Statement of Eligibility of Trustee on Form T-1 under the
Trust Indenture Act of 1939, as amended, of the trustee under
the Junior Subordinated Indenture*
25.4 Statement of Eligibility of Trustee on Form T-1 under the
Trust Indenture Act of 1939, as amended, of the trustee under
the Amended and Restated Declaration of Trust of SNH Capital
Trust I*
25.5 Statement of Eligibility of Trustee on Form T-1 under the
Trust Indenture Act of 1939, as amended, of the trustee under
the Amended and Restated Declaration of Trust of SNH Capital
Trust II*
II-1
25.6 Statement of Eligibility of Trustee on Form T-1 under the
Trust Indenture Act of 1939, as amended, of the trustee under
the Amended and Restated Declaration of Trust of SNH Capital
Trust III*
25.7 Statement of Eligibility of Trustee on Form T-1 under the
Trust Indenture Act of 1939, as amended, of the trustee under
the Guarantee Agreement for SNH Capital Trust I*
25.8 Statement of Eligibility of Trustee on Form T-1 under the
Trust Indenture Act of 1939, as amended, of the trustee under
the Guarantee Agreement for SNH Capital Trust II*
25.9 Statement of Eligibility of Trustee on Form T-1 under the
Trust Indenture Act of 1939, as amended, of the trustee under
the Guarantee Agreement for SNH Capital Trust III*
- -------------
* To be filed by amendment or incorporated by reference in connection
with the offering of any securities, as appropriate.
** Filed previously.
*** Incorporated by reference to Senior Housing Properties Trust's
Registration Statement on Form S-11, File No. 333-69703.
**** Filed herewith.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newton, Commonwealth of Massachusetts, on May
18, 2001.
SENIOR HOUSING PROPERTIES TRUST
By: /s/David J. Hegarty
David J. Hegarty
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-3 has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ David J. Hegarty President and Chief May 18, 2001
David J. Hegarty Operating Officer
/s/ John R. Hoadley Controller and Chief May 18, 2001
John R. Hoadley Accounting Officer
* Trustee May 18, 2001
Bruce M. Gans, M.D.
* Trustee May 18, 2001
Arthur G. Koumantzelis
* Trustee May 18, 2001
John L. Harrington
/s/ Gerard M. Martin Trustee May 18, 2001
Gerard M. Martin
/s/ Barry M. Portnoy Trustee May 18, 2001
Barry M. Portnoy
* By: /s/ David J. Hegarty
ATTORNEY-IN-FACT PURSUANT TO THE POWERS OF ATTORNEY PREVIOUSLY PROVIDED AS
PART OF THIS REGISTRATION STATEMENT.
II-3
Pursuant to the requirements of the Securities Act of 1933, the registrants
certify that they have reasonable grounds to believe that they meet all of the
requirements for filing on Form S-3 and have duly caused this amendment to the
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts,
on May 18, 2001.
HRES1 PROPERTIES TRUST
HRES2 PROPERTIES TRUST
By: /s/ David J. Hegarty
David J. Hegarty
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-3 has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ David J. Hegarty President and Chief May 18, 2001
David J. Hegarty Operating Officer
/s/ John R. Hoadley Controller May 18, 2001
John R. Hoadley
/s/ Gerard M. Martin Trustee May 18, 2001
Gerard M. Martin
/s/ Barry M. Portnoy Trustee May 18, 2001
Barry M. Portnoy
II-4
Pursuant to the requirements of the Securities Act of 1933, the registrants
certify that they have reasonable grounds to believe that they meet all of the
requirements for filing on Form S-3 and have duly caused this amendment to the
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts,
on May 18, 2001.
SPTGEN PROPERTIES TRUST
SPTIHS PROPERTIES TRUST
SPTMISC PROPERTIES TRUST
SPTMNR PROPERTIES TRUST
SPTMRT PROPERTIES TRUST
SPTSUN PROPERTIES TRUST
SPTSUN II PROPERTIES TRUST
By: /s/ David J. Hegarty
David J. Hegarty
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-3 has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ David J. Hegarty President and Chief May 18, 2001
David J. Hegarty Operating Officer
/s/ John R. Hoadley Controller May 18, 2001
John R. Hoadley
/s/ Gerard M. Martin Trustee May 18, 2001
Gerard M. Martin
/s/ Barry M. Portnoy Trustee May 18, 2001
Barry M. Portnoy
II-5
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newton, Commonwealth of Massachusetts, on May
18, 2001.
SHOPCO HOLDINGS, INC.
By: /s/ Evrett W. Benton
Evrett W. Benton
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-3 has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Evrett W. Benton President and Chief May 18, 2001
Evrett W. Benton Operating Officer
/s/ John R. Hoadley Controller May 18, 2001
John R. Hoadley
/s/ David J. Hegarty Director May 18, 2001
David J. Hegarty
II-6
Pursuant to the requirements of the Securities Act of 1933, the registrants
certify that they have reasonable grounds to believe that they meet all of the
requirements for filing on Form S-3 and have duly caused this amendment to the
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts,
on May 18, 2001.
SHOPCO-AZ, LLC
SHOPCO-CA, LLC
SHOPCO-COLORADO, LLC
SHOPCO-CT, LLC
SHOPCO-GA, LLC
SHOPCO-IA, LLC
SHOPCO-KS, LLC
SHOPCO-MI, LLC
SHOPCO-MO, LLC
SHOPCO-NE, LLC
SHOPCO-SD, LLC
SHOPCO-WI, LLC
SHOPCO-WY, LLC
By: SHOPCO HOLDINGS, INC.,
Managing Member
By: /s/ Evrett W. Benton
Evrett W. Benton
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-3 has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Evrett W. Benton President and Chief May 18, 2001
Evrett W. Benton Operating Officer
/s/ John R. Hoadley Controller May 18, 2001
John R. Hoadley
/s/ David J. Hegarty Director May 18, 2001
David J. Hegarty
II-7
Pursuant to the requirements of the Securities Act of 1933, the registrants
certify that they have reasonable grounds to believe that they meet all of the
requirements for filing on Form S-3 and have duly caused this amendment to the
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts,
on May 18, 2001.
SNH-CALIFORNIA, INC.
SNH-IOWA, INC.
SNH HOLDING CO., INC.
SNH-MICHIGAN, INC.
SNH-NEBRASKA, INC.
By: /s/ Evrett W. Benton
Evrett W. Benton
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-3 has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Evrett W. Benton President and Chief May 18, 2001
Evrett W. Benton Operating Officer
/s/ John R. Hoadley Controller May 18, 2001
John R. Hoadley
/s/ David J. Hegarty Director May 18, 2001
David J. Hegarty
II-8
Pursuant to the requirements of the Securities Act of 1933, the registrants
certify that they have reasonable grounds to believe that they meet all of the
requirements for filing on Form S-3 and have duly caused this amendment to the
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts,
on May 18, 2001.
SNH CAPITAL TRUST I
SNH CAPITAL TRUST II
SNH CAPITAL TRUST III
SNH CAPITAL TRUST HOLDINGS
By:/s/ Barry M. Portnoy
Barry M. Portnoy, as trustee and not individually
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-3 has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Gerard M. Martin Trustee May 18, 2001
Gerard M. Martin
/s/ Barry M. Portnoy Trustee May 18, 2001
Barry M. Portnoy
II-9