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) April 13, 1997
SANTA ANITA REALTY ENTERPRISES, INC. SANTA ANITA OPERATING COMPANY
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
Delaware Delaware
(State or other jurisdiction (State or other jurisdiction
of incorporation) of incorporation)
95-3520818 95-3419438
(IRS Employer Identification No.) (IRS Employer Identification No.)
0-9109 0-9110
(Commission File Number) (Commission File Number)
301 West Huntington Drive, Suite 405 285 West Huntington Drive
Arcadia, CA 91066-6014 Arcadia, CA 91066-6014
(Address of principal executive offices (Address of principal executive offices
including zip code) including zip code)
(818) 574-5550 (818) 574-7223
(Registrant's telephone number (Registrant's telephone number
including area code) including area code)
(Former name or former address, (Former name or former address,
if changed since last report) if changed since last report)
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ITEM 5. OTHER EVENTS
On April 13, 1997, Santa Anita Realty Enterprises, Inc. and
Santa Anita Operating Company (collectively, "The Santa Anita
Companies") entered into a definitive Agreement and Plan of
Merger (the "Merger Agreement") with Meditrust and its wholly
owned subsidiary, Meditrust Acquisition Corporation IV
(collectively, "Meditrust"). Under the terms of the Merger
Agreement, Meditrust will be merged with and into The Santa Anita
Companies, and shareholders of Meditrust will receive 1.2016
paired common shares of The Santa Anita Companies for each share
of Meditrust. This exchange is intended to be a tax-free
exchange of shares. Based upon the closing price of Meditrust on
April 11, 1997 of $37.25 per share, the transaction will have an
initial value to shareholders of The Santa Anita Companies of
approximately $383 million, or $31.00 per share. At March 31,
1997, The Santa Anita Companies had approximately 11.5 million
paired common shares and 867,343 paired preferred shares
outstanding and Meditrust had approximately 61.5 million shares
of beneficial interest outstanding. Upon consummation of the
merger, the surviving corporations will be named Meditrust
Corporation and Meditrust Operating Company.
Meditrust has agreed to purchase approximately 1.2 million
paired common shares of The Santa Anita Companies at a purchase
price of $31.00 per paired common share. In addition, The Santa
Anita Companies have agreed to sell to one or more independent
parties designated by Meditrust approximately 1.0 million paired
common shares at a price of $31.00 per paired common share.
The Merger Agreement also provides that, if requested by The
Santa Anita Companies, Meditrust will make available to The Santa
Anita Companies $100 million (less the purchase price of the
approximately 1.2 million paired common shares acquired by
Meditrust) to be used by The Santa Anita Companies for a cash
self tender or cash election to its shareholders at a price of
$31.00 per paired common share.
The transaction, which has been approved unanimously by the
Boards of Directors of The Santa Anita Companies and by the Board
of Trustees of Meditrust, is subject to regulatory approvals and
approvals by the shareholders of both The Santa Anita Companies
and Meditrust. The merger is not subject to any financing
conditions. The parties intend to file proxy materials for the
proposed transaction as soon as possible. The transaction is
expected to close in the fall of 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrants have duly caused this report to be
signed on their behalf by the undersigned, thereunto duly
authorized.
SANTA ANITA REALTY ENTERPRISES, INC. SANTA ANITA OPERATING COMPANY
By: __/s/ BRIAN L. FLEMING__ By: __/s/ WILLIAM C. BAKER__
Brian L. Fleming William C. Baker
Acting President and Chief Chairman of the Board,
Executive Officer President and Chief Executive
Officer
Date: April 16, 1997 Date: April 16, 1997
