SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 1)*
FIVE STAR QUALITY CARE, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
33832D 10 6
(CUSIP Number)
John A. Mannix
HRPT Properties Trust
400 Centre Street
Newton, MA 02458
(617) 332-3990
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 12 Pages)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP NO. 33832D 10 6 Page 2 of 12 Pages
1 NAMES OF REPORTING PERSONS
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HRPT Properties Trust I.R.S. ID No. 04-6558834
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 33832D 10 6 Page 3 of 12 Pages
1 NAMES OF REPORTING PERSONS
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
REIT Management & Research LLC I.R.S. ID No. 04-3583787
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 33832D 10 6 Page 4 of 12 Pages
1 NAMES OF REPORTING PERSONS
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
REIT Management & Research Trust I.R.S. ID No. 04-3402206
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 33832D 10 6 Page 5 of 12 Pages
This Amendment No. 1 to Schedule 13D is being filed by the reporting
persons to report a disposition of shares.
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is
shares of Common Stock, par value $0.01 (the "Shares"), of Five Star Quality
Care, Inc., a Maryland corporation ("Five Star"), with its principal executive
offices located at 400 Centre Street, Newton, Massachusetts 02458.
Item 2. Identity and Background.
The persons filing this statement are HRPT Properties Trust, a Maryland
real estate investment trust ("HRP"), REIT Management & Research LLC, a Delaware
limited liability company ("RMR") and REIT Management & Research Trust, a
Massachusetts business trust ("RMR Trust").
HRP's principal business is to operate as a real estate investment
trust. The principal office of HRP is located at 400 Centre Street, Newton,
Massachusetts 02458. The trustees of HRP are Patrick F. Donelan, Rev. Justinian
Manning, C.P., Frederick N. Zeytoonjian, Barry M. Portnoy and Gerard M. Martin.
The executive officers of HRP are John A. Mannix, President and Chief Operating
Officer, John C. Popeo, Treasurer, Chief Financial Officer and Secretary, David
M. Lepore, Senior Vice President, and Jennifer B. Clark, Senior Vice President
and Assistant Secretary.
RMR's principal business is providing advisory services to real estate
investment trusts such as HRP, and others. The principal office of RMR is
located at 400 Centre Street, Newton, Massachusetts 02458. The directors of RMR
are David J. Hegarty, Gerard M. Martin and Barry M. Portnoy. The executive
officers of RMR are David J. Hegarty, President and Secretary, John G. Murray,
Executive Vice President, John A. Mannix, Vice President, Thomas M. O'Brien,
Vice President, Jennifer B. Clark, Vice President and Assistant Secretary,
Evrett W. Benton, Vice President, John R. Hoadley, Vice President, Bruce J.
Mackey Jr., Vice President, David M. Lepore, Vice President and John C. Popeo,
Treasurer. The sole member and manager of RMR is RMR Trust.
RMR Trust's principal business is to act as the member and manager of
RMR. The principal office of RMR Trust is located at 400 Centre Street, Newton,
Massachusetts 02458. The trustees of RMR Trust are David J. Hegarty, Gerard M.
Martin and Barry M. Portnoy. The executive officers of RMR Trust are the same as
the executive officers of RMR. Each of Messrs. Martin and Portnoy own 50% of the
outstanding capital of RMR Trust.
SCHEDULE 13D
CUSIP NO. 33832D 10 6 Page 6 of 12 Pages
Each of the individuals listed above (i) except for Mr. Donelan, is a
United States citizen, (ii) except for Messrs. Donelan and Zeytoonjian and Rev.
Manning, has a business address at 400 Centre Street, Newton, Massachusetts
02458 and (iii) except for Messrs. Donelan and Zeytoonjian and Rev. Manning, is
principally employed by RMR in the capacities specified above. Mr. Hegarty also
serves as the President, Chief Operating Officer and Secretary of Senior Housing
Properties Trust, a Maryland real estate investment trust ("SNH"), and Mr.
Hoadley is also the Treasurer and Chief Financial Officer of SNH. Mr. Benton is
also the President, Chief Executive Officer and Secretary of Five Star, and Mr.
Mackey is also the Treasurer, Chief Financial Officer and Assistant Secretary of
Five Star. Mr. Donelan is a British citizen and is Chairman and Chief Executive
Officer of eSecLending and has a business address at Sion Hall, 56 Victoria
Embankment, London, United Kingdom. Rev. Manning is the pastor of St. Gabriel's
parish at 139 Washington Street, Brighton, Massachusetts 02135. Mr. Zeytoonjian
is Chairman and Chief Executive Officer of Turf Products Corporation and has a
business address at 157 Moody Road, Enfield, Connecticut 06083.
Neither HRP, RMR, RMR Trust nor any of the individuals specified above
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or been party to any
civil proceeding which resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On December 31, 2001, SNH distributed to its shareholders one Share of
Five Star for every 10 common shares of SNH owned on the record date of December
17, 2001. HRP received 1,280,923.8 Shares of Five Star through its ownership of
12,809,238 common shares of SNH. The Five Star Shares received by HRP
represented 29.3% of the total outstanding Five Star Shares. HRP immediately
distributed all of the Five Star Shares it received to its common shareholders
based on a ratio of one Share of Five Star for every 100 common shares of HRP
owned on the record date of December 17, 2001. In order to effect this 1 for 100
distribution, HRP purchased with cash from Five Star 7,163.7 Shares on December
31, 2001 at a price per share based on the trading prices of the Shares on the
American Stock Exchange and equal to $7.26 per share.
Mr. Martin, through a corporation of which he is the sole stockholder,
received a distribution of 12,371.9 Shares in the Spin-off (as defined in Item 4
below). Similarly, Mr. Portnoy, through a corporation of which he is the sole
stockholder, received a distribution of 12,371.9 Shares in the Spin-off. In
addition, the other trustees and executive officers of HRP received an aggregate
distribution of 923.9 Shares in the Spin-off and the other trustees, directors
and executive officers of RMR and RMR Trust received an aggregate distribution
of 2,919.1 Shares in the Spin-off.
SCHEDULE 13D
CUSIP NO. 33832D 10 6 Page 7 of 12 Pages
Item 4. Purpose of Transaction.
The transactions described in Item 3 above and Item 5 below were
entered into principally for investment purposes.
On December 31, 2001, SNH distributed to the record holders of its
common shares of beneficial interest, 4,342,170 Shares of Five Star, a
wholly-owned subsidiary of SNH, as a special distribution (the "SNH
Distribution"). HRP, owner of 29.5% of SNH's common shares, pursuant to a
certain transaction agreement, immediately distributed the 1,280,923.8 Shares it
received in the SNH Distribution to the record holders of its common shares of
beneficial interest in a special distribution (the "HRP Distribution", and
collectively with the SNH Distribution, the "Spin-off"). The record date for
each of the SNH Distribution and the HRP Distribution was December 17, 2001, and
the date for each of the distributions was December 31, 2001. The Shares
distributed in the Spin-off were registered under the Securities Act of 1933, as
amended, and are separately listed on the American Stock Exchange under the
symbol "FVE." On the record date, SNH had 43,421,700 common shares of beneficial
interest outstanding and HRP had 128,808,747 common shares of beneficial
interest outstanding. SNH common shareholders received one Five Star Share for
every 10 SNH common shares held on the record date, and HRP common shareholders
received one Five Star Share for every 100 HRP common shares held on the record
date.
In connection with the Spin-off, Five Star agreed to sell, and HRP
agreed to purchase, up to 10,000 Shares to enable HRP to effect a 1 for 100
distribution to its holders of common shares. Based on the number of record
holders of HRP's common shares on December 17, 2001, HRP purchased 7,163.7
Shares from Five Star on December 31, 2001, and the Shares purchased were
distributed to HRP common shareholders on December 31, 2001.
Five Star is an operating company, which leases from and operates for
SNH, 56 properties. Five Star expects to lease 31 additional properties that SNH
expects to acquire from Crestline Capital Corporation and its subsidiaries.
Marriott Senior Living Services, Inc. will continue to manage these 31
properties.
Five Star, FSQ Acquisition, Inc., a wholly-owned subsidiary of Five
Star, and FSQ, Inc. entered into an Agreement of Merger (the "Merger
Agreement"). FSQ, Inc. is a facility manager and was an affiliate of RMR and RMR
Trust. Pursuant to the Merger Agreement, FSQ Acquisition, Inc. merged into FSQ,
Inc., and FSQ, Inc. became a wholly-owned subsidiary of Five Star on January 2,
2002, in exchange for the issuance of 125,000 Shares to each of Messrs. Martin
and Portnoy, the stockholders of FSQ, Inc. prior to the merger. The Merger
Agreement contained customary conditions, representations, warranties and
indemnitees.
SCHEDULE 13D
CUSIP NO. 33832D 10 6 Page 8 of 12 Pages
HRP, RMR, RMR Trust and their respective trustees, directors and
executive officers may make purchases of Shares from time to time, in the open
market or in private transactions, depending on their respective analysis of
Five Star's business, prospects and financial condition, the market for such
stock, other investment and business opportunities available to them, general
economic and stock market conditions, proposals from time to time sought by or
presented to them and other factors, although they have no present intention to
do so. HRP, RMR, RMR Trust and their respective trustees, directors and
executive officers each intends to closely monitor their investments and may
from time to time take advantage of opportunities presented to them. HRP, RMR,
RMR Trust and their respective trustees, directors and executive officers may in
the future also formulate plans or proposals regarding Five Star, including
plans or proposals concerning events or transactions of the kind described in
paragraphs (a) through (j) below.
Depending upon their continuing review of their investments and various
other factors, including those mentioned above, the trustees, directors and
executive officers of HRP, RMR and RMR Trust may, subject to any applicable
securities laws and lock-up arrangements, decide to sell all or any part of the
Shares, although they have no current plans to do so.
Neither HRP, RMR, RMR Trust nor their respective trustees, directors
and executive officers have any plans or proposals which relate to or would
result in:
(a) The acquisition by any person of additional securities of Five
Star, or the disposition of securities of Five Star;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Five Star or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of Five Star or
any of its subsidiaries;
(d) Any change in the present board of directors or management of Five
Star including any plans or proposals to change the number or terms of directors
or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or distribution
policy of Five Star;
(f) Any other material change in Five Star's business or corporate
structure;
(g) Changes in Five Star's articles of amendment and restatement,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of Five Star by any person;
SCHEDULE 13D
CUSIP NO. 33832D 10 6 Page 9 of 12 Pages
(h) Causing a class of securities of Five Star to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of Five Star becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) HRP received 1,280,923.8 Shares, or 29.3% of the issued and
outstanding Shares in the SNH Distribution and immediately distributed the
1,280,923.8 Shares received as well as the 7,163.7 Shares purchased to its
common shareholders on December 31, 2001. Therefore, as a result of the
distribution to its common shareholders on December 31, 2001, HRP does not own
any Shares. RMR, as HRP's investment manager, and RMR Trust, as the sole member
and manager of RMR, may under applicable regulatory definitions, be deemed to
beneficially own Shares owned by HRP. RMR and RMR Trust, however, would
expressly disclaim any beneficial ownership of Shares owned by HRP.
The trustees and executive officers of HRP beneficially own the
following amounts of Shares: Mr. Martin, 125,000 Shares individually and
12,371.9 Shares through a corporation of which Mr. Martin is the sole
stockholder; Mr. Portnoy, 125,000 Shares individually and 12,371.9 Shares
through a corporation of which Mr. Portnoy is the sole stockholder; and other
trustees and executive officers of HRP, 923.9 Shares in the aggregate. The
Shares beneficially owned by the trustees and executive officers of HRP
aggregate 275,667.7 Shares, which represent 6.0% of the issued and outstanding
Shares. The Shares Mr. Martin, Mr. Portnoy and the other trustees and executive
officers of HRP beneficially own are reported herein pursuant to the provisions
of Items 2 through 6 of Schedule 13D. HRP, however, expressly disclaims any
beneficial ownership of the Shares that Mr. Martin, Mr. Portnoy and the other
trustees and executive officers of HRP beneficially own.
In addition, the trustees, directors and executive officers of RMR and
RMR Trust beneficially own the following amounts of Shares, in part as noted
above: Mr. Martin, 125,000 Shares individually and 12,371.9 Shares through a
corporation of which Mr. Martin is the sole stockholder; Mr. Portnoy, 125,000
Shares individually and 12,371.9 Shares through a corporation of which Mr.
Portnoy is the sole stockholder; Mr. Hegarty, 1,144 Shares; and other executive
officers of RMR and RMR Trust, 1,775.1 Shares in the aggregate. The Shares
beneficially owned by the trustees, directors and executive officers of RMR and
RMR Trust, aggregate 277,662.9 Shares, which represent 6.0% of the issued and
outstanding Shares. The
SCHEDULE 13D
CUSIP NO. 33832D 10 6 Page 10 of 12 Pages
Shares beneficially owned by Mr. Martin, Mr. Portnoy, Mr. Hegarty and the other
executive officers of RMR and RMR Trust are reported herein pursuant to the
provisions of Items 2 through 6 of Schedule 13D. RMR and RMR Trust, however,
expressly disclaim any beneficial ownership of the Shares that Mr. Martin, Mr.
Portnoy, Mr. Hegarty and the other executive officers of RMR and RMR Trust
beneficially own.
(b) HRP, RMR and RMR Trust do not have power to vote or dispose of any
Shares. To HRP's, RMR's and RMR Trust's knowledge, each of the trustees,
directors and executive officers of HRP, RMR and RMR Trust described above has
sole power to vote or dispose of the Shares he or she beneficially owns.
(c) Except as disclosed in Items 3 and 4 above, no transactions in
Shares have been effected during the past sixty days by HRP, RMR, RMR Trust or
the trustees, directors and executive officers of HRP, RMR and RMR Trust.
(d) No other person is known to have the right to receive or the power
to direct the receipt of distributions from, or the proceeds from the sale of
securities covered by this statement.
(e) On December 31, 2001, HRP distributed all 1,288,087.5 Shares it
beneficially owned to its common shareholders. Therefore, on December 31, 2001,
HRP, RMR and RMR Trust each ceased to be the beneficial owners of more than 5%
of the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
HRP, Five Star, RMR and other parties have entered into a certain
Transaction Agreement dated December 7, 2001 (the "Transaction Agreement"). In
accordance with the terms of the Transaction Agreement and as disclosed above,
HRP distributed the Shares it received from SNH in the SNH Distribution
immediately to holders of HRP common shares based on a ratio of one Share of
Five Star for every 100 common shares of HRP. In order for HRP to effect this
distribution, Five Star agreed to sell, and HRP agreed to purchase, up to an
additional 10,000 Shares if necessary on December 31, 2001; pursuant to the
Transaction Agreement, HRP purchased from Five Star 7,163.7 Shares at a price
per share equal to $7.26 on December 31, 2001 and distributed the 7,163.7 Shares
to its common shareholders as part of the Spin-off. Also in the Transaction
Agreement, Five Star has agreed that it will not take any action that, in the
reasonable judgment of HRP and SNH, might reasonably be expected to have an
adverse impact on the ability of SNH or HRP to qualify as "real estate
investment trusts" under the Internal Revenue Code of 1986, as amended.
Five Star, FSQ Acquisition, Inc., a wholly-owned subsidiary of Five
Star, and FSQ, Inc.
SCHEDULE 13D
CUSIP NO. 33832D 10 6 Page 11 of 12 Pages
have entered into the Merger Agreement. FSQ, Inc. was an affiliate of RMR and
RMR Trust. Pursuant to the Merger Agreement, FSQ Acquisition, Inc. merged into
FSQ, Inc., and FSQ, Inc. became a wholly-owned subsidiary of Five Star on
January 2, 2002, in exchange for the issuance of 125,000 Shares to each of
Messrs. Martin and Portnoy, the stockholders of FSQ, Inc. prior to the merger.
Item 7. Material to be Filed as Exhibits.
The following documents are filed as exhibits to this statement:
1. Joint Filing Agreement, dated as of December 21, 2001, by and
between HRP, RMR and RMR Trust.*
2. Transaction Agreement dated December 7, 2001 by and among SNH,
certain subsidiaries of SNH party thereto, Five Star, certain
subsidiaries of Five Star party thereto, FSQ, Inc.,
Hospitality Properties Trust, HRP and RMR.*
3. Agreement of Merger by and among Five Star, FSQ Acquisition,
Inc. and FSQ, Inc. dated December 5, 2001. *
* Previously filed.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 8, 2002 HRPT PROPERTIES TRUST
By: /s/ John C. Popeo
John C. Popeo, Treasurer, Chief
Financial Officer and Secretary
January 8, 2002 REIT MANAGEMENT & RESEARCH LLC
By: /s/ David J. Hegarty
David J. Hegarty, President
January 8, 2002 REIT MANAGEMENT & RESEARCH TRUST
By: /s/ David J. Hegarty
David J. Hegarty, President