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):
July 17, 1998
MEDITRUST CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 0-8131 95-3520818
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
197 First Avenue, Suite 300, Needham, MA 02494
(Address of principal executive offices and zip code)
(781) 433-6000
(Registrant's telephone number, including area code)
MEDITRUST OPERATING COMPANY
(Exact Name of Registrant as specified in its charter)
Delaware 0-8132 95-3419438
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
197 First Avenue, Suite 100, Needham, MA 02494
(Address of principal executive offices and zip code)
(781) 453-8062
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
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On July 17, 1998, Meditrust Corporation, a Delaware corporation
("Meditrust"), completed its acquisition of La Quinta Inns, Inc. ("La Quinta"),
and La Quinta was merged with and into Meditrust with Meditrust being the
surviving corporation (the "Merger"). As consideration for the Merger, La Quinta
shareholders were eligible to receive common stock of Meditrust and common stock
of Meditrust Operating Company ("Operating Company" and together with Meditrust,
"The Meditrust Companies") whose shares of common stock are paired and trade
together (the "Paired Shares") or to elect cash consideration of $26.00 per
share of La Quinta common stock, subject to certain limitations. Approximately
25% of the La Quinta shares which elected to receive cash in the merger will
receive $26.00 in cash and the remaining shares (approximately 75%) will receive
0.738 Paired Shares for each share of common stock of La Quinta. La Quinta
shareholders who did not elect to receive cash will receive 0.738 Meditrust
paired shares for each share of common stock of La Quinta.
Item 5. Other Events
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On July 17, the Meditrust Companies released the press release attached
herein as Exhibit 99.1.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
Exhibit No. Description
- ----------- -----------
99.1 Press release announcing the completion of the merger of
La Quinta Inns, Inc. with and into Meditrust Corporation, dated
July 17, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: July 24, 1998 MEDITRUST CORPORATION
By: /s/ Michael S. Benjamin
--------------------------------
Name: Michael S. Benjamin
Title: Senior Vice President
MEDITRUST OPERATING COMPANY
By: /s/ Edward J. Robinson
--------------------------------
Name: Edward J. Robinson
Title: Chief Operating Officer
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Exhibit 99.1
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Meditrust and La Quinta Inns Complete Merger
NEEDHAM HEIGHTS, MA and SAN ANTONIO, TX -- July 17, 1998 -- The
Meditrust Companies (NYSE: MT) announced today that it has completed its
acquisition of La Quinta Inns, Inc. (NYSE: LQI) and that La Quinta has been
merged into Meditrust Corporation.
Approximately 25% of the La Quinta shares which elected to receive cash in
the merger will receive $26.00 in cash and the remaining shares (approximately
75%) will receive 0.738 Meditrust paired shares for each share of common stock
of La Quinta. La Quinta shareholders who did not elect to receive cash will
receive 0.738 Meditrust paired shares for each share of common stock of La
Quinta.
La Quinta shareholders who receive stock consideration in the merger will
receive Meditrust paired shares and will be eligible to receive a special
dividend distribution of La Quinta's accumulated but undistributed earnings and
profits. All Meditrust shareholders of record on August 28, 1998 will be
eligible to receive the special dividend distribution. The special dividend
distribution will be paid on September 11, 1998. As previously announced, the
final special dividend distribution is $0.88361 per Meditrust paired share or
$0.65170 per La Quinta share that is converted into Meditrust paired shares,
based on the final exchange ratio.
On June 18, shareholders of La Quinta, Meditrust Corporation and Meditrust
Operating Company approved all matters related to the merger. The transaction is
accounted for as a purchase and is expected to be accretive to Meditrust's funds
from operations ("FFO") per share for the first twelve months of combined
operations.
With the successful completion of the acquisitions of La Quinta and
Cobblestone Golf Group, The Meditrust Companies has a total market
capitalization in excess of $7.0 billion. Meditrust is now the third largest
real estate investment trust (REIT) in the United States.
Abraham D. Gosman, Chairman of the Boards of The Meditrust Companies, said,
"We are very excited about completing the acquisition of La Quinta and we are
looking forward to moving ahead with the integration of La Quinta and
Cobblestone Golf Group into the Meditrust portfolio. Together with our
acquisition of Cobblestone, this transaction represents a platform for an
integrated lodging and leisure sector within Meditrust. We believe that the
strengths of the La Quinta and Cobblestone organizations will add significantly
to Meditrust's long-term growth strategy and will contribute significantly to
the growth of the combined entity in future years."
"With the experienced management teams of Meditrust, La Quinta and
Cobblestone in place, we will make it a priority to focus on growing these
businesses and unlocking their
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inherent value for the benefit of all Meditrust shareholders. In implementing
our long-term strategic plan Meditrust will maintain its leadership position in
healthcare financing," added Mr. Gosman.
Ezzat Coutry, president and chief executive officer of La Quinta, said, "We
are looking forward to working with Meditrust to further expand the La Quinta(R)
brand name and to enhance our ability to create lasting brand value for the
future. We are confident that La Quinta's operating and development expertise
will contribute significantly to Meditrust's future growth."
The Meditrust Companies, with headquarters in Needham Heights,
Massachusetts, consists of Meditrust Corporation, a real estate investment trust
(REIT), and Meditrust Operating Company. With the addition of La Quinta's hotels
and Cobblestone's golf course facilities together with its healthcare portfolio,
Meditrust will own approximately 800 healthcare-, lodging-, and
golf/entertainment-related facilities and employ 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.
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.
