Newton, MA (December 3, 2002): Senior Housing Properties Trust (NYSE: SNH) today announced that an Order was issued yesterday afternoon by the Massachusetts Superior Court to prohibit Marriott from closing any transaction that would transfer, assign, substitute or otherwise allow any entity to assume Marriott?s rights and obligations as manager of 31 senior living communities which are owned by SNH and managed by Marriott Senior Living Services, Inc., a 100% owned subsidiary of Marriott International, Inc. (NYSE: MAR).
The Massachusetts Court Order was issued in response to a lawsuit commenced last Wednesday. In this lawsuit, SNH alleges that Marriott is about to transfer its rights and obligations to manage the SNH owned communities in violation of Marriott?s contractual duties to SNH. The 31 communities which contain approximately 7,500 living units are owned by SNH, leased to Five Star Quality Care, Inc. (AMEX: FVE) and managed by Marriott. The Court Order was issued by stipulation of the parties after a hearing on a temporary restraining order which was sought by SNH and FVE and is expected to remain in effect until a further hearing is held later this month.
About the same time that SNH commenced its litigation against Marriott, Marriott commenced a separate lawsuit against SNH and FVE in the Circuit Court for Montgomery County, Maryland. In that lawsuit, Marriott sought and obtained a temporary restraining order to prevent SNH from terminating Marriott?s management contracts. Prior to the Maryland Court Order, SNH had served notice to Marriott that SNH would terminate those contracts because of insurance charges and home office expenses which Marriott has improperly allocated to the managed properties, because of unfair profits realized by Marriott from purchases directed by Marriott to its affiliates for the account of the managed communities, and for other reasons. The Maryland Court Order is in effect until a further hearing may be held later in December.
WARNING REGARDING FORWARD LOOKING STATEMENTS
THE FOREGOING PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND THE FEDERAL SECURITIES LAWS. FOR EXAMPLE, THE FACTS THAT MASSACHUSETTS AND MARYLAND COURTS HAVE ISSUED ORDERS ON TEMPORARY BASES MAY IMPLY THAT PERMANENT ORDERS MAY BE ISSUED TO PREVENT ACTIONS BY MARRIOTT OR SNH. HOWEVER, AFTER FURTHER HEARINGS, ONE OR BOTH OF THESE COURTS MAY REVOKE THE PRIOR ORDERS OR ISSUE NEW AND DIFFERENT ORDERS. SIMILARLY, THE FACT THAT SNH HAS ASSERTED THAT MARRIOTT HAS IMPROPERLY ALLOCATED CHARGES TO THE COMMUNITIES OWNED BY SNH OR IMPROPERLY PROFITED FROM SALES BY MARRIOTT AFFILIATES TO THOSE COMMUNITIES IS BEING DISPUTED BY MARRIOTT. DISCOVERY DURING LAWSUITS OR DECISIONS BY COURTS MAY RESULT IN DIFFERENT AND CONTRARY CONCLUSIONS. THE PENDING LITIGATION MAY BE EXPENSIVE AND MIGHT HAVE UNEXPECTED OUTCOMES. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON THESE FORWARD LOOKING STATEMENTS.