UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
MEDITRUST CORPORATION (FORMERLY KNOWN AS
SANTA ANITA REALTY ENTERPRISES, INC.)
MEDITRUST OPERATING COMPANY (FORMERLY
KNOWN AS SANTA ANITA OPERATING COMPANY)
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
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(Title of Class of Securities)
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(CUSIP Number)
ABRAHAM D. GOSMAN
MEDITRUST OPERATING COMPANY
SUITE 100
197 FIRST AVENUE
NEEDHAM HEIGHTS, MA 02194-9127
(781) 453-8062
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
NOVEMBER 5, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box .
SCHEDULE 13D
CUSIP No. Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Meditrust Operating Company (successor by merger to
Meditrust Acquisition Company)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,305,377 (See Item 4)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,305,377 (See Item 4)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,305,377 (See Item 4)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
This Amendment No. 5 hereby amends and supplements the
Statement on Schedule 13D filed by Meditrust on April 23, 1997, as
amended by a filing made by Meditrust on May 19, 1997, by a filing
made by Meditrust and Meditrust Acquisition Company ("New MAC") on
June 20, 1997, by a filing made by Meditrust and New MAC on September
25, 1997 and by a filing made by Meditrust and New MAC on October 5,
1997 (the Schedule 13D as filed on April 23, 1997 being referred to as
the "Original 13D," and the Original 13D as amended being referred to
as the "Amended 13D"), in respect of the Common Stock, par value $.10
per share of Meditrust Corporation (formerly known as Santa Anita
Realty Enterprises, Inc. ("Santa Anita Realty")) and Meditrust
Operating Company (formerly known as Santa Anita Operating Company
("Santa Anita Operating")).
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Amended 13D is hereby amended and
supplemented with the following paragraph:
On November 5, 1997, in accordance with the terms of the
Third Amended and Restated Agreement and Plan of Merger, dated as of
April 13, 1997, by and among Santa Anita Realty, Santa Anita
Operating, Meditrust and New MAC, Meditrust and New MAC merged with
and into Santa Anita Realty and Santa Anita Operating, respectively.
By reason of the consummation of such merger (the "Merger"), the
1,255,076 shares of Common Stock, par value $.10 per share, of Santa
Anita Operating previously held by New MAC are no longer outstanding
and Meditrust Operating Company (successor by merger to New MAC) holds
the 1,255,076 shares of Common Stock, par value $.10, of Santa Anita
Realty (now known as Meditrust Corporation) previously held by New
MAC. Meditrust Operating Company holds an additional 50,301 shares of
Common Stock, par value $.10 per share, of Meditrust Corporation,
which were held by Santa Anita Operating prior to the Merger.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Amended 13D is hereby amended and supplemented as
follows:
As of November 5, 1997, Meditrust Operating Company beneficially
owned 1,305,377 shares of the issued and outstanding shares of Common
Stock, par value $.10 per share, of Meditrust Corporation (the
"Meditrust Corp. Common Stock"), approximately 1.5% of the issued and
outstanding shares of Meditrust Corp. Common Stock.(FN) Other than as
described herein, Meditrust Operating Company has not effected any
transaction in the Meditrust Corp. Common Stock during the past 60
days. As described above, as of November 5, 1997, by reason of the
consummation of the Merger, the shares of Common Stock, par value $.10
per share, of Santa Anita Operating previously held by New MAC were no
longer issued and outstanding and Meditrust Operating Company
(successor by Merger to New MAC) ceased to be the beneficial owner of
more than 5% of the issued and outstanding shares of Meditrust Corp.
Common Stock.
[FN]
This percentage is based on there being 87,949,466 shares of Meditrust
Corp. Common Stock issued and outstanding immediately after the
consummation of the Merger on November 5, 1997.
</FN>
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: November 7, 1997 MEDITRUST OPERATING COMPANY
By: /s/ Abraham D. Gosman
---------------------------------
Name: Abraham D. Gosman
Title: Chief Executive Officer
