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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): May 29, 1998
MEDITRUST CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-08131 95-3520818
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
197 First Avenue, Suite 300
Needham, MA 02194
(address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 433-6000
MEDITRUST OPERATING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 1-08132 96-3419438
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
197 First Avenue, Suite 100
Needham, MA 02194
(address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 453-8062
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2
Item 2. Acquisition or Disposition of Assets
On May 29, 1998, Meditrust Corporation ("Meditrust") and Meditrust
Operating Company ("Operating Company", and together with Meditrust,
"Registrant") completed their acquisition of Cobblestone Holdings, Inc.
("Cobblestone") pursuant to an Agreement and Plan of Merger dated as of January
11, 1998, as amended by a First Amendment thereto dated as of March 16, 1998 (as
amended, the "Merger Agreement"). Under the terms of the Merger Agreement,
Cobblestone, the parent of Cobblestone Golf Group, Inc., merged with and into
Meditrust, with Meditrust being the surviving corporation (the "Merger").
Upon the closing of the Merger, each share of common stock of Cobblestone
was converted into the right to receive 3.867 paired shares of Registrant (the
"Paired Shares") and each share of preferred stock of Cobblestone was converted
into the right to receive .2953 Paired Shares. Cash will be paid in lieu of the
issuance of fractional Paired Shares. Without giving effect to any such
fractional shares, the total number of Paired Shares to be issued in connection
with the Merger is 8,177,300, with an aggregate market value of approximately
$230 million. In addition, Meditrust assumed and refinanced approximately $169
million of Cobblestone's debt and associated costs. The total consideration to
be paid by Registrant in connection with the Merger is approximately $400
million.
On June 1, 1998, Registrant issued a press release announcing the closing
of the Merger, which is filed herewith as Exhibit 99.3 and is incorporated
herein by reference.
Item 7. Financial Statement and Exhibits.
(a) Financial Statements of Business Acquired.
Cobblestone's (i) consolidated balance sheets at September 30, 1997 and
1996, (ii) consolidated statements of operations for the fiscal years
ended September 30, 1997, 1996 and 1995, (iii) consolidated statements
of stockholders' equity (net capital deficiency) for the years ended
September 30, 1997, 1996 and 1995 and October 1, 1994 and (iv)
consolidated statements of cash flows for the years ended September 30,
1997, 1996 and 1995 were previously filed by Registrant in its Current
Report on Form 8-K, event date May 13, 1998, and are incorporated
herein by reference.
(b) Pro Forma Financial Information.
Registrant's (i) unaudited pro forma condensed combined balance sheet
at March 31, 1998 and (ii) unaudited pro forma condensed combined
statement of operations for the year ended December 31, 1997 and for
the three month period ended March 31, 1998 were previously filed by
Registrant in its Current Report on Form 8-K, event date January 3,
1998, as amended by its Amended Current Report on Form 8-K/A filed May
21, 1998, and are incorporated herein by reference.
(c) Exhibits.
See the index to Exhibits attached hereto.
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3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 5, 1998 MEDITRUST CORPORATION
By:/s/ Michael S. Benjamin
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(Signature)
Name: Michael S. Benjamin
Title: Senior Vice President,
Secretary and
Corporate Counsel
MEDITRUST OPERATING COMPANY
By: /s/ Michael Bohnen
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(Signature)
Name: Michael J. Bohnen
Title: Secretary
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4
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of January 11, 1998 among
Meditrust Corporation, Meditrust Operating Company and Cobblestone
Holdings, Inc. (incorporated by reference to Exhibit 2 to
Registrant's Current Report on Form 8-K, event date January 11,
1998)
2.2 Shareholders Agreement dated as of January 11, 1998 among
Meditrust Corporation, Meditrust Operating Company and Certain
Shareholders of Cobblestone Holdings, Inc. (incorporated by
reference to Exhibit 10 to Registrant's Current Report on Form
8-K, event date January 11, 1998)
2.3 First Amendment to Agreement and Plan of Merger dated as of March
16, 1998 among Meditrust Corporation, Meditrust Operating Company
and Cobblestone Holdings, Inc. (incorporated by reference to
Exhibit 2 to Registrant's Current Report on Form 8-K, event date
March 16, 1998)
2.4 First Amendment to Shareholders Agreement dated as of March 16,
1998 among Meditrust Corporation, Meditrust Operating Company and
Certain Shareholders of Cobblestone Holdings, Inc. (incorporated
by reference to Exhibit 10 to Registrant's Current Report on Form
8-K, event date March 16, 1998)
23 Consent of Ernst & Young LLP
99.1 Cobblestone's (i) consolidated balance sheets at September 30,
1997 and 1996, (ii) consolidated statements of operations for the
fiscal years ended September 30, 1997, 1996 and 1995, (iii)
consolidated statements of stockholders' equity (net capital
deficiency) for the years ended September 30, 1997, 1996 and 1995
and October 1, 1994 and (iv) consolidated statements of cash flows
for the years ended September 30, 1997, 1996 and 1995
(incorporated by reference to Registrant's Current Report on Form
8-K, event date May 13, 1998).
99.2 Registrant's unaudited pro forma condensed combined balance sheet
at March 31, 1998 and unaudited pro forma condensed combined
statement of operations for the year ended December 31, 1997 and
for the three month period ended March 31, 1998 (incorporated by
reference to Registrant's Current Report on Form 8-K, event date
January 3, 1998, as amended by its Amended Current Report on Form
8-K/A filed May 21, 1998).
99.3 Press release dated June 1, 1998 issued by Registrant, announcing
the closing of the Merger
EXHIBIT 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Current Report of Meditrust
Corporation and Meditrust Operating Company on Form 8-K (event date May 29,
1998) of our report dated December 1, 1997, with respect to the consolidated
financial statements and schedules of Cobblestone Holdings, Inc. included in
Meditrust Corporation and Meditrust Operating Company's Form 8-K dated May 13,
1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
San Diego, California
June 2, 1998
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EXHIBIT 99.3
PRESS RELEASE The Meditrust Companies
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<S> <C>
197 First Avenue o Needham, Massachusetts 02194-9127 (781) 433-6000 o Fax (781) 433-1290
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Contacts: Elaine Quinlan Matthew Sherman
Investor Relations Abernathy MacGregor Frank
(781) 433-6000 (212) 371-5999
e-mail: [email protected]
FOR IMMEDIATE RELEASE
MEDITRUST COMPLETES ACQUISITION OF COBBLESTONE
Needham Heights, MA--June 1, 1998--The Meditrust Companies (NYSE:MT)
announced today that it has completed its acquisition of Cobblestone Holdings,
Inc., the parent of Cobblestone Golf Group, Inc. and will exchange all of the
outstanding preferred and common stock of Cobblestone for Meditrust shares.
Meditrust also assumed and refinanced approximately $154 million of Cobblestone
debt. After the previously announced golf course acquisitions are closed,
Cobblestone will have a portfolio of 45 facilities with 49 courses in major golf
markets and will be one of the leading owners and operators of golf courses in
the United States.
Abraham D. Gosman, Chairman of the Board of The Meditrust Companies,
stated, "The acquisition of Cobblestone establishes Meditrust as a leader in the
growing golf industry. Golf has attracted over 26 million participants in 1997,
an increase of 13 percent from 1996. With Bob Husband and his organization,
Meditrust gains an excellent management team to speed the rapid consolidation of
this sector. We envision Cobblestone at the core of a number of golf-related
acquisitions that we have planned in this extremely fragmented industry."
James "Bob" Husband will continue to serve in his current capacity as
president and CEO of Cobblestone, now a subsidiary of The Meditrust Companies.
Cobblestone's headquarters will remain in Del Mar, California.
Bob Husband, president and chief executive officer of Cobblestone, said,
"We are very excited about the combination of Meditrust and Cobblestone. Working
together, we believe that Meditrust will continue to increase its presence in
the golf industry and maintain a dominant position."
The Meditrust Companies, a paired share real estate investment trust and
the nation's largest health care real estate investment trust, with headquarters
in Needham, Massachusetts, consists of Meditrust Corporation and Meditrust
Operating Company. As of March 31, 1998, Meditrust had investments in 474 health
care facilities in 40 states with 37 different operators and has a total market
capitalization of approximately $3.0 billion.
Editor's Note: This release is also available on the Internet over the
World Wide Web: http://www.reit.com.
