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<TABLE>
<S> <C>
Meditrust Corporation Meditrust Operating Company
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(Name of Registrant as Specified In Its Charter) (Name of Registrant as Specified In Its Charter)
</TABLE>
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[THE MEDITRUST COMPANIES]
May 6, 1999
Dear Stockholder:
The Special Meetings of The Meditrust Companies are scheduled for May 21,
1999 -- just a short time away.
As you know, we are in the midst of a comprehensive restructuring plan,
announced on November 12, 1998, designed to strengthen The Meditrust Companies'
financial position and clarify our investment and operating strategy by focusing
on our two most prominent business segments, health care and lodging. Much of
the plan has already been accomplished: certain non-strategic assets, including
Santa Anita Racetrack and Cobblestone Golf Group, have been sold, near-term debt
has been reduced and our only forward equity investment transaction has been
settled. Eventually, we intend to separate our health care and lodging
businesses through the spin-off of a new separately traded, publicly listed
REIT, which will be engaged primarily in the health care financing business.
After the spin-off, stockholders will continue to own stock in The Meditrust
Companies, which will be focused on the lodging business, as well as stock in
the new REIT.
We are seeking your approval of certain changes to The Meditrust Companies
corporate documents. The proposed changes will make it easier to raise capital
and greatly assist your Boards of Directors in responding to challenges
presented by the Internal Revenue Service Restructuring and Reform Act of 1998,
which substantially limits further growth by The Meditrust Companies.
Stockholders will vote on the proposed changes at the May 21 Special Meetings.
Your Boards of Directors have concluded that the proposals are in the best
interests of The Meditrust Companies and their stockholders and unanimously
recommend a vote FOR each of them. Your vote is very important. If you do not
return your proxy card, it will have the same effect as a vote against the
proposals. According to our tabulator, your proxy card for the Special Meetings
have not yet been received. We ask that you please take a moment now and vote
your proxies to ensure your shares are represented and voted at the Special
Meeting.
Thank you for your participation and support. We look forward to reporting
on the progress of our restructuring plan in the near future.
Very truly yours,
/s/ Thomas M. Taylor /s/ David F. Benson /s/ William C. Baker
Thomas M. Taylor David F. Benson William C. Baker
Interim Chairman of the President of President of Meditrust
Boards of Directors of Meditrust Corporation Operating Company
The Meditrust Companies
DOCSC\747508.1
