MEDITRUST OPERATING CO, 10-K/A, 2000-05-01

MEDITRUST OPERATING CO
10-K/A, 2000-05-01
REAL ESTATE INVESTMENT TRUSTS

Previous: SCUDDER TAX FREE MONEY FUND, 497, 2000-05-01

Next: AMERICAN ELECTRIC POWER SERVICE CORP, U-13-60, 2000-05-01

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

(MARK ONE)

/X/ AMENDMENT NO. 1 TO JOINT ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR

ENDED DECEMBER 31, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM
________________ TO ____________

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 Needham Heights, Massachusetts
02494-9127 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)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<PAGE>

MEDITRUST CORPORATION MEDITRUST OPERATING COMPANY
--------------------------- -----------------------------

Title of Each Class and Name of Title of Each Class and Name of
------------------------- -------------------------

Each Exchange on Which Registered Each Exchange on Which Registered
----------------- ------------------

- --------------------------------------------------------------------------------

Common Stock $.10 Par Value, Common Stock $.10 Par Value,
New York Stock Exchange New York Stock Exchange

9% convertible Debentures due 2002,
New York Stock Exchange

7 1/2% Convertible Debentures due 2001,
New York Stock Exchange

7.375% Notes due 2000,
New York Stock Exchange

7.6% Notes due 2001,
New York Stock Exchange

Cumulative Redeemable Preferred Stock
represented by depositary shares

representing 1/10th of a share of Series A Preferred Stock,
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None None

Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.

Yes X No
------ ------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants' knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A, or any amendment to
this Form 10-K/A.

------------

Aggregate market value of the paired voting stock of Meditrust Corporation
("Meditrust") and of Meditrust Operating Company ("Operating") held by
non-affiliates as of February 4, 2000 was $485,429,000. The number of shares of
common stock, par value $.10 per share, outstanding as of February 4, 2000 for
Meditrust was 142,520,998 and Operating was 141,215,611.

The following documents are incorporated by reference into the indicated
Part of this Form 10-K/A.

Document Part
-------- ----
None N/A

- --------------------------------------------------------------------------------

2
<PAGE>

For the purposes of this Joint Annual Report on Form 10-K/A, Meditrust
Corporation and Meditrust Operating Company are referred to as "Meditrust" and
"Operating," respectively, and "The Meditrust Companies," collectively.
Meditrust also refers, as the context may require, to Meditrust, the
Massachusetts business trust ("Meditrust's Predecessor").

Item 4a.

EXECUTIVE OFFICERS OF THE REGISTRANTS

The following information relative to Meditrust's executive officers is
given as of April 29, 2000:

Name Age Position with Meditrust
- ---- --- -----------------------
<S> <C> <C>
Francis W. Cash 58 Chief Executive Officer and President
Clive D. Bode 56 Chairman of the Board
Michael F. Bushee 42 Chief Operating Officer
Michael S. Benjamin 42 Senior Vice President, Secretary and General Counsel
Laurie T. Gerber 42 Chief Financial Officer and Treasurer

</TABLE>

Francis W. Cash has been President and Chief Executive Officer of
Meditrust and President, Chief Executive Officer and Treasurer of Operating
since April 17, 2000. He was the Chairman of the Board, Chief Executive Officer,
President and a director of Mariner Healthcare Group, Inc. from September 8,
1999 until March, 2000. From July 1995 to August 1999, Mr. Cash served as
President and Chief Executive Officer of Red Roof Inns, Inc. ("Red Roof Inns").
He also served as Chairman of the Board of Red Roof Inns from June 1996 to
August 1999. Prior to his service at Red Roof Inns, Mr. Cash served as President
and Chief Operating Officer of NovaCare, Inc. from October 1992 to June 1995.
Prior to that, Mr. Cash served in a number of senior executive positions for 18
years at Marriott Corporation, most recently as President, Marriott Service
Group.

Clive D. Bode has been Chairman of the Boards of Meditrust and
Operating since October 1999. Mr. Bode has been a special advisor to certain
members of the Bass Family of Fort Worth, Texas for the past 10 years. Mr. Bode
is also Director of Kelly, Hart & Hallman, a Fort Worth based law firm.

Michael F. Bushee has been Chief Operating Officer of Meditrust since
September 1994. He was Senior Vice President of Operations of Meditrust from
November 1993 through August 1994, Vice President from December 1989 to October
1993, Director of Development from January 1988 to December 1989 and has been
associated with Meditrust since April 1987. Mr. Bushee was previously associated
with The Stop & Shop Companies, Inc., a retailer of food products and general
merchandise, for three years and Wolf & Company, P.C., independent accountants,
for four years.

Michael S. Benjamin has been Senior Vice President, Secretary and
General Counsel of Meditrust since October 1993. He was Vice President,
Secretary and General Counsel from May 1992 to October 1993, Secretary and
General Counsel from December 1990 to May 1992 and Assistant Counsel to
Meditrust from November 1989 to December 1990. His previous association was with
the law firm of Brown, Rudnick, Freed & Gesmer, from 1983 to 1989.

Laurie T. Gerber, a Certified Public Accountant, joined Meditrust in
December 1996 as Chief Financial Officer and became Treasurer in January 2000.
Prior to joining Meditrust, she was a partner in the accounting firm of Coopers
& Lybrand, L.L.P., where she worked for 14 years.

<PAGE>

The following information relative to Operating executive officers is
given as of April 29, 2000:

Name Age Position with Operating
- ---- --- -----------------------
<S> <C> <C>
Francis W. Cash 58 Chief Executive Officer, President and Treasurer
Clive D. Bode 56 Chairman of the Board

</TABLE>

4
<PAGE>

PART III

General

As used in this Part III, the term "Shares" means shares of beneficial
interest of Meditrust's Predecessor or Shares of paired common stock of
Meditrust and Operating, as the context may require. The mergers of Meditrust's
Predecessor with and into Santa Anita Realty Enterprises, Inc. ("SAE"), with SAE
as the surviving corporation, and Meditrust Acquisition Corporation with and
into Santa Anita Operating Company ("SAO" and together with SAE, "Santa Anita"),
with SAO as the surviving corporation, are herein referred to as the "Santa
Anita Mergers." All Share prices and numbers of Shares have been adjusted to
reflect the Santa Anita Mergers.

Item 10.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

Executive Officers of The Meditrust Companies

Incorporated by reference to Item 4a of this Form 10-K/A under the
caption "Executive Officers of the Registrants."

Directors of The Meditrust Companies

The respective Boards of Directors of each of The Meditrust Companies
are divided into three classes. Each class has a term of three years and the
terms are staggered so that in each year only one class of Directors for each of
The Meditrust Companies is elected.

Current Directors
Of
The Meditrust Companies

Director of Director of
Meditrust Operating
Name and Principal and its and its
Occupation or Employment Age Predecessor since Predecessor since Terms Expire
- ------------------------ --- ----------------- ------------
<S> <C> <C> <C> <C>
Francis W. Cash 58 2000 2000 2001
Chief Executive Officer and President of
Meditrust
Chief Executive Officer, President and
Treasurer of Operating

William C. Baker 66 2000 1991 2000
Retired

Clive D. Bode 56 1999 1999 2002
Chairman

Edward W. Brooke 80 1985 1997 2000
Retired

William G. Byrnes 49 2000 1998 2001
Chairman and Chief Executive Officer of
Capital Market Solutions LLC

James P. Conn 62 1995 2000 2002
Managing Director and Chief Investment
Officer of Financial Security Assurance,
Inc., an insurance company

John C. Cushman, III 59 1996 2000 2000
President and Chief Executive Officer
of Cushman Realty Corporation,
a commercial real estate brokerage firm

Stephen E. Merrill 53 1998 1998 2002
President, Bingham Consulting Group,
LLC

</TABLE>

5
<PAGE>

William C. Baker has been a Director of Operating since October 1991
and was appointed a Director of Meditrust in April 2000. Mr. Baker served as
President and Treasurer of Operating from August 1998 through April 2000. Mr.
Baker was Chief Executive Officer of Santa Anita Realty Enterprises from April
1996 to August 1996. Mr. Baker was the President of Red Robin International,
Inc. (restaurant company) from 1993 to 1995, a private investor from 1988 to
1992 and Chairman of the Board and Chief Executive Officer of Del Taco, Inc.
from 1976 to 1988. He has also served as Chairman of the Board of Coast Newport
Properties since 1991. Mr. Baker is a Director of Callaway Golf Company and
Public Storage, Inc. He is also the President and Chief Executive Officer of Los
Angeles Turf Club, Incorporated.

Edward W. Brooke has been a Director of The Meditrust Companies
since 1985. Senator Brooke was a partner of O'Connor & Hannan, a Washington,
D.C. law firm, from 1979 until January 1989. From 1979 until October 1990 he
was Of Counsel to Csaplar & Bok, a Boston law firm. He was United States
Senator from Massachusetts from January 1967 to January 1979 and the
Massachusetts Attorney General from 1963 to 1967.

William G. Byrnes has been a Director of Operating since 1998 and was
appointed a Director of Meditrust in April 2000. Mr. Byrnes served as Chief
Executive Officer of Meditrust from January 2000 through Mr. Cash's appointment
in April 2000. He was previously a Distinguished Professor of Finance at
Georgetown University, from August 1988 to May 1999, and was associated with
Alex.Brown and Sons, investment bankers, from 1981 through 1998. Mr. Byrnes is
also Chairman and CEO of Capital Market Solutions LLC and a Director of JDN
Realty Corporation, a real estate development and asset management company
traded on the New York Stock Exchange and a Director of Security Capital
Preferred Growth Incorporated and non-executive Chairman of Pulpfree, Inc.

James P. Conn has been a Director of Meditrust since 1995 and was
appointed a Director of Operating in April 2000. Mr. Conn has been the Managing
Director and Chief Investment Officer of Financial Security Assurance, Inc.
(insurance) since 1992. He was also the President and Chief Executive Officer of
Bay Meadows Operating Company (horse racing) from 1988 to 1992. Mr. Conn is a
Trustee of Gabelli Equity Trust and Gabelli Global Multimedia Trust (investment
companies) and a member of the Board of Directors of First Republic Bank.

John C. Cushman, III has been a Director of Meditrust since 1996 and
was appointed a Director of Operating in April 2000. Mr. Cushman has been the
President and Chief Executive Officer of Cushman Realty Corporation since 1978.
He is a Director of National Golf Properties, Inc., Los Angeles Turf Club,
Incorporated, Digital Gene Technologies, Inc. and Zaca Mesa Winery.

6
<PAGE>

Stephen E. Merrill has been a Director of The Meditrust Companies since
May 1998. Mr. Merrill is the President of Bingham Consulting Group, L.L.C. and
was Of Counsel to the law firm Choate, Hall & Stewart from March 1997 to
February 1999. Previously, Mr. Merrill served as Governor of the State of New
Hampshire from 1993 through 1997. He was senior partner in the law firm Merrill
& Broderick from 1989 through 1993 and served as Attorney General for the State
of New Hampshire from 1985 through 1989. Mr. Merrill also served as legal
counsel and Chief of Staff to the Governor of the State of New Hampshire from
1982 through 1985.

Family Relationships

There are no family relationships among any of the Directors, executive
officers or persons nominated or chosen to become a Director or executive
officer of The Meditrust Companies.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to The Meditrust Companies during its most recent fiscal year,
Forms 5 and amendments thereto furnished to The Meditrust Companies with
respect to its most recent fiscal year and written representations furnished
to The Meditrust Companies, no officer, Director or 10% beneficial owner of
The Meditrust Companies failed to timely file a required Form except that one
transaction involving the purchase of 1,000 shares was inadvertently filed
ten days after the deadline by Stephen E. Merrill. This Form 4 was
subsequently filed by Mr. Merrill.

7
<PAGE>

Item 11.

EXECUTIVE COMPENSATION

Meditrust

The following table sets forth the compensation paid to those individuals
who served as Meditrust's Chief Executive Officer, or in a similar capacity,
during 1999 and the four other most highly compensated executive officers other
than the Chief Executive Officer, or such individuals who served in a similar
capacity, in 1999 for services rendered in all capacities to Meditrust and its
subsidiaries during the fiscal years ended December 31, 1999, 1998 and 1997.

Summary Compensation Table
Long-Term Compensation
Annual Compensation Awards
Restricted Securities All other
Stock Under-Lying Compen-
Name and Principal Award(s) Options/ sation
Position Year Salary ($) Bonus ($) ($)(6) SARs (#) ($)(2)
- ------------------------ ---- ---------- --------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Francis W. Cash(1) 1999 N/A N/A N/A N/A N/A
Chief Executive Officer and
President

Michael S. Benjamin 1999 300,000 221,607(3) 178,125 -0- 6,786
Senior Vice President and 1998 300,000 194,718(3) 1,125,000 150,000 6,785
Secretary 1997 200,000 238,141(3) 6,536

Michael F. Bushee 1999 300,000 221,607(3) 178,125 -0- 6,627
Chief Operating Officer 1998 300,000 194,718(3) 1,125,000 150,000 6,627
1997 200,000 238,141(3) 6,377

Laurie T. Gerber 1999 275,000 215,000 178,125 -0- 6,157
Chief Financial Officer 1998 250,000 150,000 1,125,000 150,000 6,157
1997 155,000 149,525(4) 5,907

David F. Benson 1999 500,000 10,096(5) 178,125 -0- 6,860
Former Chief Executive Officer 1998 500,000 319,912(5) 2,812,500 375,000 6,860
And President 1997 350,000 391,382(5) 6,610

</TABLE>

- --------------------
(1) Mr. Cash became Meditrust's Chief Executive Officer and President in April
2000. Accordingly, no compensation information is presented for Mr. Cash.

(2) Includes 401(k) plan contribution of $5,000, $5,000, $5,000 and $5,000 in
1999, $5,000, $5,000, $5,000 and $5,000 in 1998, $4,750, $4,750, $4,750 and
$4,750 in 1997, and term life insurance premium payments of $1,860, $1,786,
$1,627 and $1,157 in 1999, $1,860, $1,785, $1,627 and $1,157 in 1998,
$1,860, $1,785, $1,627, and $1,157 in 1997, on behalf of Messrs. Benson,
Benjamin and Bushee and Ms. Gerber, respectively.

(3) For the years 1999, 1998 and 1997, $6,607, $44,718, and $86,875 of which
relates to Meditrust's issuance to each of Messrs. Benjamin and Bushee of
(i) 428 Shares in one installment valued at $15.44 per Share on January 4,
2000, (ii)1,646 Shares in four installments valued at $36.38, $30.94,
$26.81 and $16.00 per Share in January, 1998, April, 1998, July, 1998 and
October,1998; and (iii) 2,734 Shares in installments valued at $30.27,
$31.89 and $36.38 per Share on April 1, 1997, July 1, 1997 and January 2,
1997. All issuance prices were the closing prices for Shares on the New
York Stock Exchange on the respective dates of issuance.

8
<PAGE>

(4) For the year 1997, $39,472 of which relates to Meditrust's issuance to Ms.
Gerber of (i) 1,224 Shares in three equal installments valued at $30.27,
$31.89 and $34.59 per Share on April 1, 1997, July 1, 1997 and October 10,
1997. All issuance prices are the closing prices for Shares on the New York
Stock Exchange on the respective dates of issuance.

(5) For the years 1999, 1998 and 1997, $10,096, $69,912, and $167,286 of which
relates to Meditrust's issuance to Mr. Benson of (i) 654 Shares in one
installment valued at $15.44 per Share on January 4, 2000 (ii) 2,558
Shares in four installments valued at $36.38, $30.94, $26.81 and $16.00
per Share in January, 1998, April, 1998, July, 1998 and October, 1998;
and (iii) 5,097 Shares in three installments valued at $30.27, $31.89
and $36.38 per Share on April 1, 1997, July 1, 1997 and October 10, 1997.
All issuance prices were the closing prices for Shares on the New York
Stock Exchange on the respective dates of issuance.

(6) On August 10, 1999 Meditrust issued 10,000, 10,000, and 10,000 Shares of
restricted stock, which as of December 31, 1999 had a value of $55,000,
$55,000 and $55,000 to Mssrs. Benjamin and Bushee and Ms. Gerber. On July
31, 1998, Meditrust issued 125,000, 50,000, 50,000 and 50,000 Shares of
restricted stock, which as of December 31, 1998 had a value of $1,875,000,
$750,000, $750,000 and $750,000, to Messrs. Benson, Benjamin and Bushee and
Ms. Gerber. The restricted stock vests on the earlier of the 8th year or
upon achievement of the following performance criteria: achievement of
Funds from Operations of $2.92 in 2000, $3.10 in 2001, $3.28 in 2002, $3.48
in 2003 and $3.69 in 2004. All of the restricted stock immediately vests
upon a change of control of Meditrust. Dividends were paid in August and
November as to 1999 and August, September and November as to 1998.

The following table sets forth information concerning the grant of
stock options to the following persons during the fiscal year ended December 31,
1999:

Option Grants in Last Fiscal Year

Number of
Securities Percent of Total
Underlying Options Granted Exercise on Grant
Options to Employees Base Price Expiration Date Present
Name Granted(#) in 1999 ($/Share) Date Value ($)
- ---- ---------- ------------------ -------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Francis W. Cash N/A N/A N/A N/A N/A
Michael S. Benjamin -0- -0- -0- -0- -0-
Michael F. Bushee -0- -0- -0- -0- -0-
Laurie T. Gerber -0- -0- -0- -0- -0-
David F. Benson -0- -0- -0- -0- -0-

</TABLE>

- ---------------

9
<PAGE>

The following table sets forth information concerning exercises of
stock options by the following persons during the fiscal year ended December 31,
1999 and the number and value of their stock options at December 31, 1999:

Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values

Number of Securities Value of Unexercised
Shares Value Underlying Unexercised In-the-Money Options at
Acquired on Realized Options at 12/31/99 (#) 12/31/99 ($)Exercisable/
Name Exercise(#) ($)(1) Exercisable/Unexercisable Unexercisable(2)
- ---- ------------ ---------- ------------------------- ------------------------
<S> <C> <C> <C> <C>
Francis W. Cash N/A N/A N/A N/A

Michael S. Benjamin -0- -0- 201,234/341,289 -0-/-0-

Michael F. Bushee -0- -0- 201,234/341,289 -0-/-0-

Laurie T. Gerber -0- -0- 73,063/197,097 -0-/-0-

David F. Benson -0- -0- 345,723/600,885 -0-/-0-

</TABLE>

- ------------------

(1) Market value of underlying securities at exercise, less the exercise price.

(2) Market value of $5.50 as of December 31, 1999, less the exercise price.

Operating

The following table sets forth the compensation paid to those
individuals who served as Operating's Chief Executive Officer during 1999 for
services rendered in all capacities to Operating and its subsidiaries during
the fiscal years ended December 31, 1999, 1998 and 1997.

Summary Compensation Table

Long-Term
Compensation
Annual Compensation Awards
----------------------- ------------
Restricted All other
Name and Principal Stock Compensation
Position Year Salary ($) Bonus ($) Awards ($) ($)(2)
- ------------------------ ---- ---------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Francis W. Cash(1) 1999 N/A N/A N/A N/A
Chief Executive Officer,
President and Treasurer

William C. Baker 1999 0 0 0
Former Chief Executive Officer, 1998 0 45,844 (3) (4)
President and Treasurer 1997 300,000 350,000 0 4,352(5)

</TABLE>

10.
<PAGE>

- ----------

(1) Mr. Cash became Chief Executive Officer and President in April 2000.
Accordingly, no compensation information is presented for Mr. Cash.

(2) Includes 401(k) plan contribution of $0 in 1998, $0 in 1997 and $0 in 1996,
and term life insurance premium payments of $0 in 1998, $4,352 in 1997, on
behalf of Mr. Baker.

(3) On July 31, 1998, Operating issued 75,000 Shares of restricted stock at
$22.50 per Share to Mr. Baker, which as of the grant date had a value of
$1,687,500. As of December 31, 1998 the restricted stock had a value of
$1,125,000. This grant was forfeited on January 4, 1999. Dividends were
paid in August, September and November of 1998.

(4) Does not include severance payments of $1,723,800 paid to Mr. Baker.

(5) Does not include severance payments of $1,583,233 paid in 1997 to Mr. Baker
in connection with the Santa Anita Merger.

Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values

Number of Securities Value of Unexercised
Shares Value Underlying Unexercised In-the-Money
Acquired on Realized Options at 12/31/99 (#) Options at 12/31/99 ($)
Name Exercise(#) ($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ----------- ------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Francis W. Cash N/A N/A N/A N/A

William C. Baker -0- -0- 0/0 0/0

</TABLE>

- ----------

(1) Market value of underlying securities at exercise, less the exercise price.

Further Information Regarding the Boards of Directors and Executive Officers

Directors Compensation

The Meditrust Companies pay each Director who is not otherwise an
employee of The Meditrust Companies a fee of $30,000 per year for services as a
Director plus $1,000 per day for attendance at each meeting of the full Board of
Directors. In addition, the Chairman and each member of a committee of the Board
of Directors are paid $1,250 and $ 1,000, respectively, for attendance at a
committee meeting. The Meditrust Companies reimburse the Directors for travel
expenses incurred in connection with their duties as Directors of The Meditrust
Companies. In addition, The Meditrust Companies from time to time pays Directors
additional fees in connection with various special projects.

11
<PAGE>

Employment Arrangements

EMPLOYMENT ARRANGEMENT WITH CHIEF EXECUTIVE OFFICER AND PRESIDENT
FRANCIS W. CASH. Effective April 17, 2000, Francis W. Cash ("Mr. Cash") entered
into an Employment Agreement with Meditrust. Mr. Cash's Employment Agreement
provides that he will serve as President and Chief Executive Officer of
Meditrust until the third anniversary of the effective date of his Employment
Agreement, at which time the Employment Agreement will be renewed automatically
thereafter for successive one-year terms unless six (6) months notice of
non-renewal is given by either party to the other. Mr. Cash is eligible to
receive an annual bonus to be determined by the Compensation Committee of an
amount between 100% and 200% of his base compensation.

Upon termination of Mr. Cash's employment due to death or disability of
Mr. Cash, Meditrust shall pay to Mr. Cash (or his beneficiary in the event of
his death) any base salary, bonus or other compensation earned but not paid and
the pro rata amount of the annual base target bonus payable. Additionally,
Meditrust will continue to provide health benefits for at least two years.

Upon termination of Mr. Cash's employment by Meditrust other than for
cause or by Mr. Cash for "Good Reason," Meditrust shall pay Mr. Cash, in
addition to the amounts described in the immediately preceding paragraph, a lump
sum payment equal to two times the sum of Mr. Cash's base salary and base target
bonus. Further, 20% of the original number of Mr. Cash's Performance Shares and
Options covering 20% of the original number of Paired Shares in each Option
shall accelerate and become vested and exercisable. Additionally, Meditrust will
continue to provide health benefits for at least two years.

If a "Change in Control" (as defined in Mr. Cash's Employment
Agreement) occurs and Mr. Cash's employment is terminated within two years of
such Change in Control as a result of an Executive Termination Event (as defined
in Mr. Cash's Employment Agreement), Mr. Cash shall be entitled to the following
severance benefits: (i) an amount equal to three times the average of his annual
base salary (for the three fiscal years preceding the Change in Control) and
three times the average of his cash bonuses paid (for the two fiscal years
preceding the Change in Control); (ii) an amount equal to Mr. Cash's full base
salary through the termination date and the pro rata amount of the maximum base
target bonus available during such year; and (iii) all unvested equity,
including Performance Shares and Options, shall become fully vested and
exercisable. Additionally, Meditrust will purchase Mr. Cash's house at market
value, provide certain outplacement assistance and will continue to provide
health benefits for the balance of the term.

EMPLOYMENT ARRANGEMENTS WITH EXECUTIVE OFFICERS MICHAEL S. BENJAMIN,
MICHAEL F. BUSHEE AND LAURIE T. GERBER. Effective January 1, 1999, each of
Michael S. Benjamin, Michael F. Bushee and Laurie T. Gerber (each, an
"Executive") entered into an Employment Agreement with Meditrust. Messrs.
Benjamin's and Bushee's and Ms. Gerber's Employment Agreements provide that they
will serve as the Senior Vice President and General Counsel, Chief Operating
Officer and Chief Financial Officer, respectively, of Meditrust until the third
anniversary of the effective date of the respective Employment Agreement. Each
Employment Agreement is automatically extended for an additional one-year term
unless either of the respective parties thereto elects to terminate the
respective Employment Agreement by notice in writing at least 90 days prior to
the end of the term of such Employment Agreement. Each Executive is eligible to
receive an annual bonus to be determined by the Compensation Committee of an
amount 40% and 80% of his or her base compensation. Upon termination of
employment due to the death or disability of an Executive, all unexercisable
stock options and non-vested stock-based grants and performance units will
immediately vest and will be exercisable for 90 days. Additionally, Meditrust
will provide health insurance coverage for at least two years.

12
<PAGE>

If an Executive's employment is terminated by such Executive for "good
reason," or if Meditrust terminates his or her employment without "cause,"
Meditrust will pay such Executive a severance payment equal to, at a minimum,
two times the sum of his or her average base compensation (determined in
accordance with the respective Employment Agreement) and average incentive
compensation (determined in accordance with the respective Employment Agreement)
(for each Executive, the "Severance Payment").

If a "Change in Control" (as defined in the respective Employment
Agreement) occurs and the Executive's employment is terminated for any reason
other than death, disability or voluntary resignation within two years of such
Change in Control, Meditrust must pay the subject Executive a lump sum amount
equal to such Executive's Severance Payment and all stock options and other
stock-based awards and performance units will become immediately exercisable or
non-forfeitable.

EMPLOYMENT SEPARATION AGREEMENT WITH FORMER CHIEF EXECUTIVE OFFICER DAVID F.
BENSON. On January 28, 2000, David F. Benson and the Meditrust Companies entered
into a separation agreement terminating the Employment Agreement entered into as
of January 1, 1999, by and between Meditrust and Mr. Benson. The separation
agreement governs the separation of Mr. Benson from the Meditrust Companies and
confirms his resignation from the office of Chief Executive Officer of
Meditrust. As part of the separation agreement Mr. Benson received a severance
payment of $8,995,000 in cash and 155,000 paired shares of the Meditrust
Companies' stock (which represented the vesting of previously awarded
performance shares), and, to the extent he had participated in such plans prior
to the separation, the continuation for a five year period of participation in
the Meditrust Companies' group health and dental plans and in the life and
disability insurance plans. Both Mr. Benson and the Meditrust Companies agreed
to release and discharge all charges, complaints, claims, causes of action,
damages and debts that related in any manner to Mr. Benson's employment with or
termination of employment from the Meditrust Companies. As part of the
separation agreement Mr. Benson agreed to provide consulting services to the
Meditrust Companies for a ten (10) month period for which the Meditrust
Companies agreed to pay him a fee of $400,000.

Familial Relationships

There are no family relationships among any of the Directors or
executive officers of The Meditrust Companies.

13
<PAGE>

Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal and Management Shareholders of The Meditrust Companies. The following
table sets forth as of February 24, 2000, except as otherwise noted, the number
of Paired Shares beneficially owned, directly or indirectly, by (i) each of the
Directors of each of The Meditrust Companies, (ii) all persons who served as
chief executive officer of either of The Meditrust Companies for the year ended
December 31, 1999, (iii) each of the four most highly compensated executive
officers for the year ended December 31, 1999, (iv) all Directors and current
executive officers of The Meditrust Companies as a group, and (v) all persons
who, to the knowledge of The Meditrust Companies, beneficially own five percent
or more of the Paired Shares as of February 24, 2000. Unless otherwise
indicated, all information concerning beneficial ownership was provided by the
respective Director, executive officer or five percent beneficial owner, as the
case may be.

Amount and Nature of
Name of Beneficial Owner Beneficial Ownership(1) Percent of Class
<S> <C> <S> <S> <C>
Directors and Executive Officers:

Francis W. Cash -0- *
William C. Baker 101,400 *
Edward W. Brooke 195,963 *
William G. Byrnes 120,182 *
James P. Conn 42,347 *
John C. Cushman, III 295,980 *
Stephen E. Merrill 2,000 *
Michael S. Benjamin 215,761(17) *
Michael F. Bushee 217,412(17) *
Laurie T. Gerber 78,697(17) *
Clive D. Bode 25,000 *
- -------------------------- ------------- -------

All Directors and current executive officers of 1,246,782 (2) *
The Meditrust Companies as a group

5% Shareholders:

Sid R. Bass, Inc.............................. 2,712,067(3)
Lee M. Bass, Inc.............................. 2,712,067(4)
The Bass Management Trust..................... 3,014,164(5)
The Airlie Group, L.P......................... 269,633(6)(7)
William P. Hallman, Jr........................ 300,002(8)
Annie R. Bass Grandson's Trust for Lee M.
Bass........................................ 527,188(9)
Annie R. Bass Grandson's Trust for Sid R.
Bass........................................ 527,188(10)
Peter Sterling................................ 337,600(11)
Hyatt Anne Bass Successor Trust............... 1,013,918(12)
Samantha Sims Bass Successor Trust............ 1,013,918(13)
TF Investors, L.P............................. 32,783(14)
FW Trinity Limited Investors, L.P............. 419,398(15)
National Bancorp of Alaska.................... 113,045(16)
-------------- ------ ------ ---------
TOTAL......................................... 12,992,971 9.1%
============== ====== ====== =========

Merrill Lynch & Co., Inc..................... 9,930,200(18)

</TABLE>
- --------------------
* Denotes less than 1%.

14
<PAGE>

(1) Unless otherwise indicated, the number of Paired Shares stated as being
owned beneficially includes (i) Paired Shares beneficially owned by
spouses, minor children and/or other relatives in which the Director or
officer may share voting power and (ii) any of the Paired Shares listed as
being subject to options exercisable within sixty days of February 24,
1999.

(2) Does not include an aggregate of 8,701 Paired Shares owned by or for
parents, spouses or children, as to which Paired Shares the Directors or
officers disclaim any beneficial interest.

(3) Mr. Sid R. Bass, solely in his capacity as President of Sid R. Bass, Inc.,
may also be deemed a beneficial owner of such paired shares.

(4) Mr. Lee M. Bass, solely in his capacity as President of Lee M. Bass, Inc.,
may also be deemed a beneficial owner of such paired shares.

(5) Mr. Perry R. Bass, solely in his capacity as sole Trustee and as one of two
trustors of the Bass Management Trust, may also be deemed a beneficial
owner of such paired shares.

(6) Mr. Dort A. Cameron, III, solely in his capacity as one of two general
partners of EBD L.P., which is the sole general partner of The Airlie
Group, L.P., may also be deemed a beneficial owner of such paired shares.

(7) Mr. William P. Hallman, Jr., solely in his capacity as President and sole
stockholder of TMT-FW, Inc., which is one of two general partners of EBD
L.P., which is the sole general partner of The Airlie Group, L.P., may also
be deemed a beneficial owner of such paired shares.

(8) This amount does not include (a) 527,188 paired shares held by Annie R.
Bass Grandson's Trust for Sid R. Bass of which Mr. Hallman is the Trustee,
(b) 527,188 paired shares held by Annie R. Bass Grandson's Trust for Lee M.
Bass of which Mr. Hallman is the Trustee, (c) 32,783 paired shares held by
TF Investors, L.P., which is indirectly controlled by Trinity Capital
Management, Inc., of which Mr. Hallman is the President and sole
stockholder, (d) 269,633 paired shares held by the Airlie Group which is
indirectly controlled by TMT-FW, Inc. of which Mr. Hallman is the President
and sole stockholder, and (e) 419,398 paired shares held by FW Trinity
Limited Investors, L.P., which is indirectly controlled by TF-FW Investors,
Inc. of which Mr. Hallman is President and one of two stockholders.

(9) Mr. Hallman, solely in his capacity as Trustee of the Annie R. Bass
Grandson's Trust for Lee M. Bass, may also be deemed a beneficial owner of
such paired shares.

(10) Mr. Hallman, solely in his capacity as Trustee of the Annie R. Bass
Grandson's Trust for Sid R. Bass, may also be deemed a beneficial owner Of
such paired shares.

(11) This amount does not include 419,398 paired shares held by FW Trinity
Limited Investors, L.P., whose sole general partner is TF-TW Investors,
Inc., of which Mr. Sterling is one of two stockholders.

(12) Panther City Production Company, solely in its capacity as sole shareholder
of Panther City Investment Company, the Trustee of the Hyatt Anne Bass
Successor Trust, may also be deemed a beneficial owner of such paired
shares.

15
<PAGE>

(13) Panther City Production Company, solely in its capacity as sole shareholder
of Panther City Investment Company, the Trustee of Samantha Sims Bass
Successor Trust, may also be deemed a beneficial owner of such paired
shares.

(14) Mr. Hallman, solely in his capacity as President and sole stockholder of
Trinity Capital Management, Inc., the sole general partner of TF Investors,
L.P., may also be deemed a beneficial owner of such paired shares.

(15) Mr. Hallman, solely in his capacity as President and one of two
stockholders of TF-FW Investors, Inc., which is the sole general partner of
FW Trinity Limited Investors, L.P., may also be deemed a beneficial owner
of such paired shares. Mr. Sterling, solely in his capacity as one of two
stockholders of TF-TW Investors, Inc., which is the sole general partner of
FW Trinity Limited Investors, L.P., may also be deemed a beneficial owner
of such paired shares.

(16) Mr. Richard Strutz, solely in his capacity as President of National Bancorp
of Alaska, Inc., may also be deemed a beneficial owner of such paired
shares.

(17) Does not include 90,000 Shares of restricted stock issued to each of Mssrs.
Benjamin and Bushee and Ms. Gerber in 1998, 1999 and 2000. The restricted
stock vests on the earlier of the 8th year or upon achievement of the
following performance criteria: achievement of Funds from Operations of
$2.92 in 2000, $3.10 in 2001, $3.28 in 2002, $3.48 in 2003 and $3.69 in
2004. None of these vesting requirements will be met within 60 days. All
of the restricted stock immediately vests upon a change of control of
Meditrust.

(18) Information provided is based solely on information contained in a Schedule
SC 13G filed by Merrill Lynch & Co., Inc. on behalf of Merrill Lynch Asset
Management Group, on February 4, 2000.

The information reflected for certain beneficial owners listed under the heading
"5% Shareholders" is based on statements and reports filed with the SEC and
furnished to The Meditrust Companies by such holders. No independent
investigation concerning the accuracy thereof has been made by The Meditrust
Companies.

16
<PAGE>

Item 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On March 4, 1998, Meditrust provided acquisition financing in the
amount of $24,228,723 to an entity in which Mr. Bushee owns a 2.5% equity
interest, for the development of 134 acres of land in Jupiter, Florida. The
loan balance on April 30, 2000 was $11,883,100.

17
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrants have duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

MEDITRUST CORPORATION

By: /s/
------------------------------------
Francis W. Cash
Chief Executive Officer and
President

Dated: April 29, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Name Title Date
<S> <C> <C>
/s/ Chief Executive Officer, President April 29, 2000
- ---------------------------------- and Director
Francis W. Cash (Principal Executive Officer)

/s/ Chairman April 29, 2000
- ----------------------------------
Clive D. Bode

/s/ Director April 29, 2000
- ----------------------------------
William C. Baker

/s/ Director April 29, 2000
- ----------------------------------
Edward W. Brooke

/s/ Director April 29, 2000
- ----------------------------------
William G. Byrnes

/s/ Director April 29, 2000
- ----------------------------------
James P. Conn

/s/ Director April 29, 2000
- ----------------------------------
John C. Cushman, III

/s/ Director April 29, 2000
- ----------------------------------
Stephen E. Merrill

/s/ Chief Financial Officer and Treasurer April 29, 2000
- ---------------------------------- (Principal Financial
Laurie T. Gerber and Accounting Officer)

</TABLE>

18.
<PAGE>

SIGNATURES

MEDITRUST OPERATING CORPORATION

By: /s/
--------------------------------
Francis W. Cash
Chief Executive Officer and
President

Dated: April 29, 2000

Name Title Date
<S> <C> <C>
/s/ Chief Executive Officer, President, April 29, 2000
- -------------------------------- Treasurer and Director
Francis W. Cash (Principal Executive, Financial and
Accounting Officer)

/s/ Chairman of the Board April 29, 2000
- --------------------------------
Clive D. Bode

/s/ Director April 29, 2000
- --------------------------------
William C. Baker

/s/ Director April 29, 2000
- --------------------------------
Edward W. Brooke

/s/ Director April 29, 2000
- --------------------------------
William G. Byrnes

/s/ Director April 29, 2000
- --------------------------------
James P. Conn

/s/ Director April 29, 2000
- --------------------------------
John C. Cushman, III

/s/ Director April 29, 2000
- --------------------------------
Stephen E. Merrill

</TABLE>