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): November 5, 1997
MEDITRUST CORPORATION MEDITRUST OPERATING COMPANY
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(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
95-3520818 95-3419438
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(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
0-9109 0-9110
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(Commission file number) (Commission file number)
197 First Avenue, Suite 300 197 First Avenue, Suite 100
Needham, MA 02194 Needham, MA 02194
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(Address of principal (Address of principal
executive offices) executive offices)
(781) 433-6000 (781) 453-8062
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(Registrant's telephone number) (Registrant's telephone number)
<PAGE>
Item 5. Other Events.
On November 5, 1997, pursuant to the Third Amended and Restated Agreement
and Plan of Merger, dated as of April 13, 1997, by and among Santa Anita Realty
Enterprises, Inc. ("Realty"), Santa Anita Operating Company ("Operating," and
together with Realty, "The Santa Anita Companies"), Meditrust and Meditrust
Acquisition Company ("MAC"), Meditrust merged with and into Realty and MAC
merged with and into Operating. As part of the merger, Realty changed its name
to "Meditrust Corporation" and Operating changed its name to "Meditrust
Operating Company". Also as part of the merger, Meditrust Corporation assumed
all the outstanding debt securities of Meditrust which were registered pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") (collectively, the
"Debt Securities"). Pursuant to Exchange Act Rule 12g-3, Meditrust Corporation,
as a successor issuer to Meditrust, automatically succeeded to the Exchange Act
reporting obligations of Meditrust with respect to the Debt Securities, and
therefore each of the former Debt Securities of Meditrust which were registered
under Section 12(b) of the Exchange Act are now deemed registered by Meditrust
Corporation under Section 12(b) of the Exchange Act.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 Press Release
2
<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.
MEDITRUST CORPORATION MEDITRUST OPERATING COMPANY
By: /s/ Michael S. Benjamin By: /s/ Abraham D. Gosman
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Michael S. Benjamin Abraham D. Gosman
Senior Vice President and Secretary Chief Executive Officer
Date: November 6, 1997 Date: November 6, 1997
3
PRESS RELEASE The Meditrust Companies
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197 First Avenue o Needham, Massachusetts 02194-9127 (781) 433-6000
o Fax (781) 433-1290
Contact: Elaine M. Quinlan
Investor Relations
781-433-6000
E-Mail: [email protected]
FOR IMMEDIATE RELEASE
MEDITRUST AND SANTA ANITA SHAREHOLDERS APPROVE REVERSE MERGER
Needham Heights, MA - November 5, 1997 - Meditrust (NYSE:MT) announced today
that the shareholders of Meditrust and The Santa Anita Companies (NYSE:SAR)
voted overwhelmingly in favor of Meditrust's merger with and into The Santa
Anita Companies. The merger was consummated immediately following the
shareholder meetings, and The Santa Anita Companies changed its name to The
Meditrust Companies, which consist of Meditrust Corporation, and Meditrust
Operating Company. These two companies will trade together under the ticker
symbol "MT" on the New York Stock Exchange beginning Thursday, November 6, 1997.
As part of the merger, each outstanding share of Meditrust has been converted
into the right to receive 1.2016 paired shares of both Meditrust Corporation and
Meditrust Operating Company. The opening price of the new Meditrust shares, both
newly issued and old Santa Anita shares, will be based on today's closing price
of The Santa Anita Companies' shares. Trading of the shares under the Santa
Anita name on the New York Stock Exchange will be terminated as of the close of
business today.
According to Abraham D. Gosman, Chairman of The Meditrust Companies, "We are
delighted to see that the investment community has embraced the decision of the
Boards to merge our companies. Since the announcement of the merger, the value
of Santa Anita shares has increased by more than $75 million and the value of
Meditrust shares has increased by more than $350 million."
David F. Benson, President of Meditrust Corporation, said, "We have created for
our shareholders a company that will aggressively pursue and capitalize upon
opportunities within strategic growth industries."
The Meditrust Companies, with headquarters in Needham Heights, Massachusetts, is
a paired share real estate investment trust. Meditrust has investments in 491
health care facilities in 41 states with 38 different operators and has total
assets in excess of $3 billion. Meditrust also owns and operates a premier
thoroughbred horse racing facility in California through its subsidiary, The
Santa Anita Companies. The market capitalization of The Meditrust Companies is
approximately $3 billion.
Editor's Note: This release is also available on the Internet over the World
Wide Web: http://www.reit.com.
