Introductory
Note
This
Current Report on Form 8-K/A amends and restates, in its entirety, the
Current Report on Form 8-K dated January 11, 2007, or the January 2007 8-K,
of Hospitality Properties Trust, or the Company. The Company is amending
and
restating the January 2007 8-K in accordance with Instruction 2 to Item
5.02 to
include amounts payable to Reit Management & Research, LLC, or RMR, the
Company’s manager, for 2006, which were not determined at the time of the filing
of the January 2007 8-K. Except
for the last paragraph of the January 2007 8-K, all of the other information
set
forth therein remains the same other than certain non-substantive changes
that
have been made below for presentation purposes.
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Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors;
Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers.
|
|
Item
8.01.
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Other
Events.
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At
meetings of the board of trustees of the Company and its nominating and
governance committee, each held on January 11, 2007, Arthur G. Koumantzelis,
one
of the Company’s three independent trustees, notified the committee and the
board that he wished to resign from the Company’s board of trustees in
connection with his anticipated election as an independent director of
TravelCenters of America, LLC, or TravelCenters. As of January 11, 2007,
TravelCenters was a wholly owned subsidiary of the Company which the
Company
expected to spin off as a separate public company in connection with
the
Company’s previously reported planned acquisition of TravelCenters of America,
Inc. Also at these meetings, Gerard M. Martin, one of the Company’s managing
trustees, notified the committee and the board that he wished to retire
from the
board of trustees. Both Mr. Koumantzelis and Mr. Martin advised the committee
and the board that the reasons for their respective decisions were not
the
result of any disagreement with the Company.
Pursuant
to recommendations of the Company’s nominating and governance committee, the
Company’s board of trustees voted at its meeting to appoint William A. Lamkin
to
replace Mr. Koumantzelis on the board of trustees and to serve as a trustee
until Mr. Koumantzelis’ term of office would have expired in May 2007, and to
appoint Adam D. Portnoy to replace Mr. Martin on the board of trustees
and serve
as a trustee until Mr. Martin’s term of office would have expired in 2009. Mr.
Lamkin will serve as an independent trustee and as a member of the audit
committee, the compensation committee and the nominating and governance
committee of the board of trustees. Mr. Portnoy will serve as a managing
trustee.
The
following were the ages and recent principal occupations of Messrs. Lamkin
and
Portnoy as of January 11, 2007:
WILLIAM
A. LAMKIN, Age: 47
Mr.
Lamkin has been a partner in Ackrell Capital LLC, a San Francisco based
investment bank, since November 2003, and a partner in Ackrell & Company
LLC, a San Francisco based investment advisory firm, since October 2002.
From
December 2001 until October 2002, Mr. Lamkin served as a financial consultant
to
companies in the technology sector. Prior to December 2001, he was a
Senior Vice
President in the investment banking division of ABN AMRO, Incorporated
and at
Donaldson, Lufkin & Jenrette Securities Corporation. Mr. Lamkin has served
as an independent trustee of HRPT Properties Trust, or HRPT, since
2006.
ADAM
D.
PORTNOY, Age: 36
Mr.
Portnoy has been President and Chief Executive Officer of RMR since 2006
and had
earlier served as a Vice President of RMR since September 2003. He is
the
minority beneficial owner of RMR and of RMR Advisors, a registered investment
advisor. Prior to September 2003, Mr. Portnoy served as an Investment
Officer at
the International Finance Corp., a member of the World Bank Group, from
2001 to
July 2003. Mr. Portnoy is the son of Barry M. Portnoy, one of the Company’s
managing trustees. Mr. Adam Portnoy has served as a managing trustee
of HRPT
since 2006.
As
trustees of the Company, both Mr. Lamkin and Mr. Adam Portnoy will be
entitled
to participate in the applicable provisions of the Company’s compensation
arrangements for its trustees, which is described in Exhibit 10.1 to
the
Company’s Current Report on Form 8-K dated May 24, 2006 and is incorporated
herein by reference.
Messrs.
Barry and Adam Portnoy are the beneficial owners of RMR, each serves
as one of
its directors and Mr. Adam Portnoy is its President and Chief Executive
Officer.
The Company has an agreement with RMR to originate and present investment
opportunities to its board of trustees and provide management and administrative
services to the Company. RMR is compensated under this agreement at an
annual
rate equal to 0.7% of the Company’s average real estate investments, as defined,
up to the first $250 million and 0.5% thereafter, plus an incentive fee
based
upon increases in cash available for distribution per share, as defined.
The
incentive fee payable to RMR is paid in the Company’s common shares of
beneficial interest, or common shares. Aggregate fees earned by RMR during
2006
for these services were $21.3 million, which includes an incentive fee
of $1.5
million which the Company plans to pay later in 2007 through the issuance
of
29,928 of its common shares. The Company also has an agreement with RMR
under
which RMR provides property management services to the Company. Fees
paid to RMR
under this management agreement are based on a formula generally 3% of
gross
collected rents as a property management fee and 5% of gross construction
costs
as a construction management fee. RMR does not receive any acquisition,
disposition, financing or leasing fees or commissions from the Company.
Total
management fees paid to RMR for 2006 were $35,304. RMR also provides
the
internal audit function for the Company and for other publicly traded
companies
to which it provides management or other services. The Company’s pro rata share
of RMR’s costs in providing that function was $172,660 in 2006. The Company’s
audit committee appoints its director of internal audit, and the Company’s
compensation committee approves his salary. The Company’s compensation committee
also approves the costs the Company pays with respect to its internal
audit
function. The Company’s compensation committee, which is comprised solely of its
independent trustees, reviews its agreements with RMR at least annually
and
makes determinations regarding renewals.