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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): JANUARY 16, 2003
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
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ITEM 5 - OTHER EVENTS.
On January 16, 2003, Hospitality Properties Trust (the "Company") agreed to sell
$175,000,000 aggregate principal amount of its 6 3/4% Senior Notes Due February
15, 2013 (the "Notes") in a public offering. The notes are expected to be issued
on January 24, 2003, and will be issued under a supplemental indenture to the
Company's indenture dated February 25, 1998. The Notes will be senior unsecured
obligations of the Company and will have substantially the same covenants as the
Company's other outstanding senior unsecured notes issued under that indenture.
The Company expects to use the estimated $172.8 million net proceeds from this
offering to redeem all $150 million of its outstanding 8.5% Senior Notes due in
2009 and for general business purposes. The underwriters for the offering are
Credit Suisse First Boston, Wachovia Securities, BMO Nesbitt Burns Corp., CIBC
World Markets Corp., Credit Lyonnais, Securities (USA) Inc., ING Financial
Markets LLC, PNC Capital Markets, Inc., SG Cowen Securities Corporation, and
Wells Fargo Investment Services, LLC (the "Underwriters"). A prospectus
supplement relating to the 6 3/4% Senior Notes due February 15, 2013 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 REFORM ACT OF 1995, INCLUDING WITH RESPECT TO THE COMPANY'S
ISSUANCE OF THE NOTES AND REPAYMENT OF ITS 8.5% SENIOR NOTES DUE 2009. THESE
FORWARD LOOKING STATEMENTS ARE BASED UPON THE COMPANY'S PRESENT EXPECTATIONS,
BUT THESE STATEMENTS AND THE IMPLICATIONS OF THESE STATEMENTS ARE NOT
GUARANTEED.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
1.1 Purchase Agreement dated as of January 16, 2003 between Hospitality
Properties Trust and Credit Suisse First Boston, acting on behalf
of the Underwriters pertaining to $175,000,000 in aggregate
principal amount of 6 3/4 % Senior Notes due February 15, 2013.
4.1 Form of Supplemental Indenture No. 7 dated as of January 24, 2003
between HRPT Properties Trust and U.S. Bank National Association,
as successor trustee, including form of 63/4% Senior Notes due
2013.
8.1 Opinion of Sullivan & Worcester LLP re: tax matters.
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/ MARK L. KLEIFGES
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Mark L. Kleifges
Treasurer
Date: January 17, 2003