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):
August 3, 1998
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Commission file number 0-9109 Commission file number 0-9110
MEDITRUST CORPORATION MEDITRUST OPERATING COMPANY
(Exact name of registrant as specified (Exact name of registrant as specified
in its charter) in its charter)
Delaware Delaware
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
95-3520818 95-3419438
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
197 First Avenue, Suite 300 197 First Avenue, Suite 100
Needham Heights, Massachusetts 02494-9127 Needham Heights, Massachusetts 02494-9127
(Address of principal executive (Address of principal executive
offices including zip code) offices including zip code)
(781) 433-6000 (781) 453-8062
(Registrant's telephone number, (Registrant's telephone number,
including area code) including area code)
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Item 5. Other Events
On August 3, 1998, Abraham D. Gosman resigned from the positions of
Director and Chairman of the Boards of The Meditrust Companies and Chief
Executive Officer and Treasurer of Meditrust Operating Company. Thomas M. Taylor
was appointed Interim Chairman of The Meditrust Companies. David F. Benson,
President of Meditrust Corporation since 1991 and Treasurer since 1985, will
serve as Interim Chief Executive Officer of Meditrust Corporation.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
None.
(b) Financial Information
None.
(c) Exhibits
See attached Exhibit Index.
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 hereunto duly authorized.
Date: August 4, 1998 MEDITRUST CORPORATION
By: /s/ David F. Benson
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David F. Benson, Chief Executive Officer
MEDITRUST OPERATING COMPANY
By: /s/ Michael J. Bohnen
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Michael J. Bohnen, Secretary
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Exhibit Index
99.1 Press Release of The Meditrust Companies dated August 4, 1998
PRESS RELEASE The Meditrust Companies
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197 First Avenue - Needham, Massachusetts 02194-9127 (781) 433-6000
Fax (781) 433-1290
Contacts: The Meditrust Companies:
Elaine Quinlan Joele Frank / Matt Sherman
Investor Relations Abernathy MacGregor Frank
(781) 433-6000 (781) 433-6000 or (212) 371-5999
FOR IMMEDIATE RELEASE
THE MEDITRUST COMPANIES APPOINTS THOMAS M. TAYLOR
AS INTERIM CHAIRMAN OF THE BOARDS;
ABRAHAM D. GOSMAN RESIGNS AS CHAIRMAN, CHIEF EXECUTIVE OFFICER AND DIRECTOR
Needham Heights, MA -- August 4, 1998 -- The Meditrust Companies (NYSE:MT) today
announced that effective immediately, Abraham D. Gosman has resigned from the
positions of Chairman of the Boards, Chief Executive Officer and Director and
that Thomas M. Taylor has been appointed Interim Chairman. David F. Benson,
President of Meditrust Corporation since 1991 and Treasurer since Meditrust's
inception in 1985, will serve as Interim CEO.
Over the next sixty days, The Meditrust Companies Boards anticipate filling the
Chairman and CEO positions, reviewing and approving a modified investment and
operating strategy for The Meditrust Companies, and selecting an appropriate
corporate structure through which to conduct the business activities of the
Companies in response to the recent paired share REIT legislation. Throughout
this leadership transition and in formulating the expected change in corporate
structure, The Meditrust Companies expects to maintain the existing dividend
policy as well as its commitments to further growth in the healthcare, golf and
lodging industries.
Mr. Gosman stated, "Following the successful completion of the acquisitions of
La Quinta Inns, Cobblestone Golf Group, and Santa Anita over the past nine
months, I feel that I have accomplished my mission in assembling these premier
assets. The Meditrust Companies is no longer just a healthcare REIT but has
evolved into a business that requires complex capital markets and operating
expertise on the part of whomever serves as the Chairman and Chief Executive
Officer."
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"The Meditrust Companies has total assets in excess of $7 billion, an equity
market capitalization in excess of $3 billion, and an investment grade credit
rating. It is now appropriate that new leadership continues the progress we have
made over the past thirteen years. I believe that these changes ultimately will
result in enhanced value for the shareholders of Meditrust," concluded Mr.
Gosman.
Thomas M. Taylor, President of Thomas M. Taylor & Company, an investment
consulting firm associated with certain members of the Bass family of Fort
Worth, Texas (with such individuals owning approximately 9.2% of the outstanding
Meditrust common paired shares) will serve as Interim Chairman of The Meditrust
Companies.
Mr. Taylor stated, "The other Directors and I are deeply indebted to Abe Gosman
for his years of service to Meditrust. Mr. Gosman will continue in a consulting
capacity until such time as the positions are filled and thus his wealth of
experience will be retained by the Companies. The Boards have designated a
search committee to identify internal and external candidates for the CEO
position, as well as the permanent Chairman position. Until such time, I intend
to spend as much time as necessary on the affairs of Meditrust."
The Meditrust Companies, with headquarters in Needham Heights, Massachusetts,
consists of Meditrust Corporation, a real estate investment trust (REIT), and
Meditrust Operating Company. Meditrust Corporation's portfolio consists of over
$7 billion in real estate assets. Meditrust Operating Company operates a
portfolio of golf courses and hotels. With the addition of La Quinta's hotels
and Cobblestone's golf course facilities together with its healthcare portfolio,
The Meditrust Companies owns approximately 800 healthcare-, lodging-, and
golf/entertainment-related facilities and employs more than 12,000 people
nationwide.
Today's news release, along with other news about The Meditrust Companies, is
available on the Internet at http://www.reit.com.
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Certain matters discussed within this press release may constitute
forward-looking statements within the meaning of the federal securities laws.
Although The Meditrust Companies believes the statements are based on reasonable
assumptions, Meditrust can give no assurance that its expectations will be
attained. Actual results and the timing of certain events could differ
materially from those projected in or contemplated by the forward-looking
statements due to a number of factors, including, without limitation, general
economic and real estate conditions, the successful integration of acquired
businesses and properties, the availability of equity and debt financing for
acquisitions and renovations, interest rates, competition for hotel services in
a given market and other risks detailed from time to time in the filings of
Meditrust Corporation and Meditrust Operating Company with the Securities and
Exchange Commission, including quarterly reports on Form 10-Q, reports on Form
8-K and annual reports on Form 10-K.
