** **

**UNITED STATES**

**SECURITIESAND EXCHANGE COMMISSION****WASHINGTON,DC 20549**

 

**FORM 10-K/A**

 

**AmendmentNo. 1**

 

| x      | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES** |
|--------|--------------------------------------------------------------------------------|
|   | **EXCHANGE  ACT OF 1934**                                                      |

 

**For the fiscal year ended December 31, 2007**

 

**or**

 

| o      | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES** |
|--------|------------------------------------------------------------------------------------|
|   | **EXCHANGE ACT OF 1934**                                                           |

 

**CommissionFile Number 1-11527**

 

**HospitalityProperties Trust**

(Exact Name of Registrant as specified in itsCharter)

 

| **Maryland**            | ** ** | **04-3262075**                    |
|-------------------------|------------|-----------------------------------|
| (State of Organization) |       | (IRS Employer Identification No.) |

 

**400 Centre Street, Newton, Massachusetts 02458**

(Address of Principal Executive Offices)

 

Registrant’s Telephone Number, Including Area Code **617-964-8389**

 

**Securities registered pursuant to Section 12(b) ofthe Act:**

 

| **Title  of each class**                                                       | ** ** | **Name  of each  exchange on which registered** |
|--------------------------------------------------------------------------------|------------|------------------------------------------------------|
| Common  Shares of Beneficial Interest

                                   |       | New York Stock Exchange

                       |
| Series B Cumulative Redeemable Preferred  Shares of   Beneficial Interest |       | New York Stock Exchange

                       |
| Series C Cumulative Redeemable Preferred Shares  of  Beneficial Interest  |       | New York Stock Exchange

                       |

 

Securities to be registered pursuant to Section 12(g) of theAct:  None

 

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.  Yes x No o

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes o No x

 

Indicate by check mark whether the registrant:  (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months, and (2) has been subject to such filingrequirements for the past 90 days.  Yes x No o

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company.  Seedefinition of “large accelerated filer”, “accelerated filer” and “smallerreporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated filer x                     |   | Accelerated filer o         |
|-----------------------------------------------|--------|-----------------------------|
|                                          |   |                        |
| Non-accelerated filer o                       |   | Smaller reporting company o |
| (Do not check if a smaller reporting company) |   |                        |

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act). Yes o No x

 

Theaggregate market value of the voting shares of the registrant held bynon-affiliates was $3.9 billion based on the $41.49 closing price per commonshare on the New York Stock Exchange on June 30, 2007. For purposes ofthis calculation, an aggregate of 334,756 common shares held directly or byaffiliates of the trustees and officers of the registrant have been included inthe number of shares held by affiliates.

 

Numberof the registrant’s common shares outstanding as of February 26, 2008:93,892,719. 

 

 

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                Inthis Amendment No. 1 to Annual Report on Form 10-K*,*andunless the context otherwise requires, the terms “HPT,” ‘‘we,’’ ‘‘our’’ and ‘‘us’’refer to Hospitality Properties Trust and its consolidated subsidiaries; andthe term “TA” refers to TravelCenters of America LLC and its consolidatedsubsidiaries.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

**                None.**

** **

**EXPLANATORY NOTE**

** **

Weare filing this Amendment No. 1 to our Annual Report on Form 10-K, orForm 10-K/A, to amend Item 15 in our Annual Report on Form 10-K forthe fiscal year ended December 31, 2007, or the Annual Report, which wasoriginally filed with the Securities and Exchange Commission on February 28,2008.

 

Item15 of the Annual Report is amended to add summary audited financial informationregarding TA for its fiscal years ended December 31, 2005, 2006 and 2007,as reported by that company in its Annual Report on Form 10-K filed withthe Securities and Exchange Commission for the fiscal year ended December 31,2007.  We have also added supplementaryrent coverage ratios for our lease agreements with TA.

 

Inaddition, we are filing or furnishing, as indicated in this Form 10-K/A,as exhibits certain currently dated certifications.

 

Thisamendment is limited in scope to the summary audited financial informationdescribed above and does not amend, update, or change any other items ordisclosures contained in the Annual Report.  Accordingly, all other itemsthat remain unaffected are omitted in this filing.  Except as described in the precedingparagraphs, we do not purport by this Form 10-K/A to update any of theinformation contained in the Annual Report.

 

2

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**Item15.  Exhibits and Financial StatementSchedules**

 

(a)                                  Index to Financial Statements andFinancial Statement Schedules

 
| ** ** | ** ** | ** ** | ** **                                                                                                                                                   | ** ** | **Page** |
|------------|------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------|
|       | 1.         |       | The following  consolidated financial statements and financial statement schedule of  Hospitality Properties Trust are included on the pages indicated: |       |     |
|       |       |       |                                                                                                                                                         |       |     |
|       |       |       | Reports of  Ernst & Young LLP, Independent Registered Public Accounting Firm                                                                        |       | F-1      |
|       |       |       |                                                                                                                                                         |       |     |
|       |       |       | Consolidated Balance  Sheet as of December 31, 2007 and 2006                                                                                            |       | F-4      |
|       |       |       |                                                                                                                                                         |       |     |
|       |       |       | Consolidated Statement  of Income for each of the three years in the period ended December 31,  2007                                                    |       | F-5      |
|       |       |       |                                                                                                                                                         |       |     |
|       |       |       | Consolidated  Statement of Shareholders’ Equity for each of the three years in the period  ended December 31, 2007                                 |       | F-6      |
|       |       |       |                                                                                                                                                         |       |     |
|       |       |       | Consolidated Statement  of Cash Flows for each of the three years in the period ended December 31,  2007                                                |       | F-7      |
|       |       |       |                                                                                                                                                         |       |     |
|       |       |       | Notes to Consolidated  Financial Statements                                                                                                                  |       | F-9      |
|       |       |       |                                                                                                                                                         |       |     |
|       |       |       | Schedule III — Real  Estate and Accumulated Depreciation as of December 31, 2007                                                                   |       | S-1      |
|       |       |       |                                                                                                                                                         |       |     |
|       | 2.         |       | Summary Audited Financial  Information for TravelCenters of America LLC for each of the three years in  the period ended December 31, 2007                   |       | F-1/A    |
|       |       |       |                                                                                                                                                         |       |     |
|       |       |       | Rent coverage ratios  for TravelCenters of America LLC Leases                                                                                                |       | F-2/A    |

 

 

All other schedules for which provision is made in theapplicable accounting regulations of the Securities and Exchange Commission arenot required under the related instructions, or are inapplicable, and thereforehave been omitted.

 

(b)           Exhibits

 

The following exhibitsare filed or furnished with this Form 10-K/A:

 

| **Exhibit Number** | ** ** | **Description**                                            |
|-------------------------|------------|------------------------------------------------------------|
|                    |       |                                                       |
| 31.1                    |       | Rule 13a-14(a) Certification. (Filed  herewith.) |
|                    |       |                                                       |
| 31.2                    |       | Rule 13a-14(a) Certification. (Filed  herewith.) |
|                    |       |                                                       |
| 31.3                    |       | Rule 13a-14(a) Certification. (Filed  herewith.) |
|                    |       |                                                       |
| 31.4                    |       | Rule 13a-14(a) Certification. (Filed  herewith.) |
|                    |       |                                                       |
| 32.1                    |       | Section 1350 Certification. (Furnished  herewith.)    |

 

 

3

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**SummaryAudited Financial Information of TravelCenters of America LLC**

 

                The following table presents summary auditedfinancial information for TA for its fiscal year ended December 31, 2007,as reported in its Annual Report on Form 10-K for the fiscal year ended December 31,2007. Reference is made to Item 1 of our Annual Report on Form 10-K forour fiscal year ended December 31, 2007 for additional information withrespect to our lease with TA.  Summaryaudited financial information is also included for TravelCenters of America, Inc.,or TravelCenters, the predecessor of TA, for its fiscal years ended December 31,2006 and 2005, and  the one month ended January 31,2007, as reported in TA’s Annual Report on Form 10-K for the fiscal yearended December 31, 2007.

 

**SummaryAudited Financial Information of TravelCenters of America LLC and**

**TravelCentersof America, Inc.**

**(inthousands)**

 
| ** **                      | ** ** | **TA**                     | ** ** | **TravelCenters**         | ** ** |
|---------------------------------|------------|----------------------------|------------|---------------------------|------------|
| ** **                      | ** ** | **Eleven months ended**    | ** ** | **One month ended**       | ** ** | **Year ended December 31,** | ** ** |
| ** **                      | ** ** | **December 31, 2007** | ** ** | **January 31, 2007** | ** ** | **2006** | ** ** | **2005** | ** ** |
| ** **                      | ** ** | ** **                 | ** ** | ** **                | ** ** | ** ** | ** ** | ** ** | ** ** |
| Total revenues                  |       | $                          | 5,813,475  |                      | $          | 352,682 |   | $ | 4,783,514 |   | $ | 4,075,296 |   |
| Total cost of goods sold        |       | 5,056,201                  |       | 298,172                   |       | 4,123,444 |   | 3,450,780 |   |
| Net (loss) income               |       | (101,308)                  |       | (22,048)                  |       | 31,033 |   | (2,095) |   |
| Current assets                  |       | 746,014                    |       | —                    |       | 266,954 |   | 230,401 |   |
| Noncurrent assets               |       | 517,307                    |       | —                    |       | 728,638 |   | 709,303 |   |
| Current liabilities             |       | 567,783                    |       | —                    |       | 199,495 |   | 193,762 |   |
| Noncurrent liabilities          |       | 256,098                    |       | —                    |       | 706,820 |   | 698,635 |   |
| Total shareholders’ equity |       | 439,440                    |       | —                    |       | 75,874 |   | 45,372 |   |
|                                 |            |                            |            |                           |            |  |  |  |  |  |  |  |  |

 

                References in this report to the Annual Report on Form 10-Kfor TA are included as textual references only, and the information in suchAnnual Report is not incorporated by reference into this report.

 

 

F-1/A

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**RentCoverage Ratios for TravelCenters of America LLC Leases**

 

The following tablepresents the rent coverage ratios, as defined below, for our two leaseagreements with TA.  Reference is made toItem 1 of our Annual Report on Form 10-K for our fiscal year ended December 31,2007 for additional information with respect to our TA lease agreements.

 

| ** ** | ** ** | **Rent Coverage Ratios****(1)********for the year    ended December 31, 2007** | ** ** |
|------------|------------|------------------------------------------------------------------------------------------|------------|
|       |       |                                                                                     |       |
| TA (no. 1) |       | 1.31x                                                                                    |       |
| TA (no. 2) |       | 1.07x                                                                                    |       |

 

(1)   We define coverage as combined total propertysales minus all property level expenses which are not subordinated to minimumpayments to us (which data is provided to us by our tenants), divided by theminimum return or minimum rent payments due to us.  Amounts have been calculated using data forperiods prior to our ownership of certain properties and prior to commencementof our lease agreements.

 

References in this reportto the Annual Report on Form 10-K for TA are included as textual referencesonly, and the information in such Annual Report is not incorporated byreference into this report.

 

 

F-2/A

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SIGNATURES

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned, thereunto duly authorized.

 
|   | Hospitality  Properties Trust |
|--------|-------------------------------|
|   |                          |   |
|   | By:                           | /s/  John G. Murray |   |
|   |                          | John  G. Murray |
|   |                          | President  and Chief Operating Officer |
|   |                          | Dated:   April 3, 2008 |

 

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