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): June 27, 2002
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 4. Changes in Registrant's Certifying Accountant
On June 28, 2002, upon recommendation of our Audit Committee, the Board of
Trustees replaced Arthur Andersen LLP (Arthur Andersen) as our independent
auditors and appointed Ernst & Young LLP (Ernst & Young) to serve as Hospitality
Properties Trust's independent auditors for the year ending December 31, 2002.
The change in auditors is effective immediately.
Arthur Andersen's reports on Hospitality Properties Trust's consolidated
financial statements for each of the past two years did not contain an adverse
opinion or disclaimer of opinion, nor were such reports qualified or modified as
to uncertainty, audit scope or accounting principles.
During each of our two most recent fiscal years and through the date of this
report, there were (i) no disagreements with Arthur Andersen on any matter of
accounting principle or practice, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Arthur Andersen's satisfaction,
would have caused them to make reference to the subject matter in connection
with their report on our consolidated financial statements for such years; and
(ii) there were no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.
We have provided Arthur Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16 is a copy of Arthur Andersen's letter, dated June 28,
2002, stating its agreement with such statements.
During each of our two most recent years and through the date of this report,
Hospitality Properties Trust did not consult Ernst & Young with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
our consolidated financial statements, or any other matters or reportable events
as set forth in Items 304 (a)(2)(i) and (ii) of Regulation S-K.
Item 5. Other Events
We have agreed to sell an aggregate of $125,000,000 of 6.85% Senior Notes due
2012 at a purchase price to the underwriter of 99.285% of their principal
amount. The notes are expected to be issued on July 8, 2002, and will be issued
under a supplemental indenture to the Indenture between us and State Street Bank
& Trust Company, dated February 25, 1998, and will have substantially the same
covenants as our other outstanding senior unsecured notes issued under that
indenture. We expect to use the net proceeds from this offering to repay
outstanding amounts under our revolving credit facility and for general
corporate purposes. The underwriter for the offering is Wachovia Securities. A
prospectus supplement relating to the 6.85% Senior Notes due 2012 referenced
above will be filed with the Securities and Exchange Commission. This Current
Report on Form 8-K shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
of qualification under the securities laws of any such state.
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE
FORWARD-LOOKING STATEMENTS INCLUDE IMPLICATIONS THAT WE WILL BE ABLE TO CLOSE
THE TRANSACTIONS DISCUSSED AND ABOUT OUR APPLICATION OF PROCEEDS THEREFROM.
THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT BELIEFS AND
EXPECTATIONS, BUT THEY MAY NOT OCCUR. FOR EXAMPLE, WE OR THE UNDERWRITER MAY BE
UNABLE OR UNWILLING TO CLOSE THE TRANSACTIONS ON JULY 8, 2002, OR AT ANY TIME,
OR WE MAY APPLY THE PROCEEDS DIFFERENTLY THAN WE NOW INTEND. UNEXPECTED RESULTS
COULD OCCUR FOR MANY REASONS, SOME OF WHICH ARE BEYOND OUR OR OUR UNDERWRITER'S
CONTROL, SUCH AS A TERRORIST ATTACK OR OTHER MARKET DISRUPTION. INVESTORS ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD-LOOKING STATEMENTS.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
1.1 Form of Purchase Agreement dated as of June 27, 2002 between
Hospitality Properties Trust and Wachovia Securities, Inc.
relating to $125,000,000 in aggregate principal amount of
6.85% Senior Notes due 2012.
4.1 Form of Supplemental Indenture No. 6 dated July 8, 2002
between Hospitality Properties Trust and State Street Bank and
Trust Company, including form of 6.85% Senior Notes due 2012.
8.1 Opinion of Sullivan & Worcester LLP re: tax matters.
16 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated June 28, 2002.
23.1 Consent of Sullivan & Worcester LLP (Contained in Exhibit
8.1).
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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
Name: Thomas M. O'Brien
Title: Treasurer and Chief Financial
Officer
Date: July 1, 2002