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<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)
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[The Meditrust Companies]
April 22, 1999
Dear Stockholder:
On May 21, 1999, The Meditrust Companies will hold Special Meetings, at
which stockholders will be asked to consider and approve two important
proposals. If adopted, the proposals will: a) amend and restate the Meditrust
Companies Restated Certificates of Incorporation, as amended; and, b) terminate
the Pairing Agreement, as amended, dated December 20, 1979, by and between
Meditrust Corporation and Meditrust Operating Company. Your Boards of Directors
believe that the proposals are in the best interests of The Meditrust Companies
and their stockholders and unanimously recommend a vote FOR the proposals.
Adoption of these proposals will enable each of The Meditrust Companies
to issue unpaired shares of capital stock, and thereby permit them to:
o more efficiently engage in capital raising and formation
transactions;
o respond in a timely manner to the challenges presented by recently
adopted federal legislation limiting the use of the paired share
structure; and,
o capitalize on further opportunities to enhance stockholder
value through acquisitions consistent with our growth
strategy.
The proposals and the reasons for the recommendations of your Boards of
Directors are more fully described in the Joint Proxy Statement and Stockholder
Brochure previously mailed to you.
Since the proposals require the affirmative vote of at least two-thirds
of the Companies' outstanding shares, a failure to vote will have the same
effect as a vote AGAINST the proposals. Accordingly, you are requested to
complete, sign and mail the enclosed duplicate proxies at your earliest
convenience. We hope every stockholder will vote his or her shares.
Your interest and participation in the affairs of The Meditrust
Companies are sincerely appreciated.
Very truly yours,
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<S> <C> <C>
/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 Boards of President of Meditrust President of Meditrust
Directors of The Meditrust Companies Corporation Operating Company
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