<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 2000
REGISTRATION STATEMENT NOS. 333-96123 AND 333-96123-01
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
JOINT REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------
<TABLE>
<S> <C>
MEDITRUST CORPORATION MEDITRUST OPERATING COMPANY
(Exact name of registrant as specified (Exact name of registrant as specified
in governing instruments) in governing instruments)
DELAWARE DELAWARE
(State or other jurisdiction (State or other jurisdiction of
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 02494 NEEDHAM HEIGHTS, MASSACHUSETTS 02494
(781) 433-6000 (781) 453-8062
(Address, including zip code, and telephone number (Address, including zip code, and telephone number
including area code, of Registrant's principal including area code, of Registrant's principal
executive offices) executive offices)
WILLIAM G. BYRNES WILLIAM C. BAKER
Chief Executive Officer President
MEDITRUST CORPORATION MEDITRUST OPERATING COMPANY
197 FIRST AVENUE, SUITE 300 197 FIRST AVENUE, SUITE 100
NEEDHAM HEIGHTS, MASSACHUSETTS 02494 NEEDHAM HEIGHTS, MASSACHUSETTS 02494
(781) 433-6000 (781) 453-8062
(Name, address, including zip code, and telephone (Name, address, including zip code, and telephone
number number
including area code, of agent for service) including area code, of agent for service)
</TABLE>
--------------------------
Copies of communications to:
GILBERT G. MENNA, P.C.
SCOTT F. DUGGAN, ESQ.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the joint registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
SUBJECT TO COMPLETION
DATED MARCH 1, 2000
PRELIMINARY PROSPECTUS
10,907,971 PAIRED SHARES
THE MEDITRUST COMPANIES
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
------------------------
The selling stockholders identified in this prospectus may offer to sell up
to an aggregate of 10,907,971 shares of common stock, par value $.10 per share,
of Meditrust Corporation, each of which is paired with common stock, par value
$.10 per share, of Meditrust Operating Company. The paired shares may be offered
and sold by the selling stockholders from time to time in transactions on the
New York Stock Exchange, in privately-negotiated transactions or a combination
of such methods of sale, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The paired shares may be sold directly or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the selling stockholders or
the purchasers of paired shares for whom such broker-dealers may act as agent or
to whom they sell as principal or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). We are filing this
joint registration statement, of which this prospectus is a part, at this time
to fulfill a contractual obligation to do so, which we undertook at the time of
the original issuance of these paired shares. We will not receive any of the
proceeds from the sale of the paired shares by the selling stockholders, but we
have agreed to bear the expenses of registering such sale of the paired shares.
Our common stock is listed on the New York Stock Exchange under the symbol
"MT."
------------------------
INVESTING IN OUR PAIRED SHARES INVOLVES RISK. IN CONSIDERING WHETHER TO
INVEST, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER "RISK FACTORS"
INCLUDED IN THE JOINT ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1999 INCORPORATED BY REFERENCE HEREIN.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. IT IS ILLEGAL FOR ANY PERSON TO TELL
YOU OTHERWISE.
The date of this prospectus is March __, 2000
<PAGE>
PROSPECTUS SUMMARY
THIS SUMMARY ONLY HIGHLIGHTS THE MORE DETAILED INFORMATION APPEARING
ELSEWHERE IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS.
BECAUSE THIS IS A SUMMARY, IT MAY NOT CONTAIN ALL INFORMATION THAT IS IMPORTANT
TO YOU. YOU SHOULD READ THIS ENTIRE PROSPECTUS CAREFULLY BEFORE DECIDING WHETHER
TO INVEST IN THE PAIRED SHARES.
UNLESS THE CONTEXT OTHERWISE REQUIRES, ALL REFERENCES TO "WE," "US" OR "OUR"
IN THIS PROSPECTUS REFER GENERALLY TO MEDITRUST CORPORATION AND MEDITRUST
OPERATING COMPANY, COLLECTIVELY, THEIR SUBSIDIARIES AND RESPECTIVE PREDECESSOR
ENTITIES FOR THE APPLICABLE PERIODS, ALTHOUGH THE CONTEXT MAY, IN CERTAIN
SITUATIONS, REQUIRE THAT THESE WORDS REFER TO EITHER MEDITRUST CORPORATION OR
MEDITRUST OPERATING COMPANY INDIVIDUALLY.
------------------------
THE MEDITRUST COMPANIES
The Meditrust Companies consist of two separate companies, Meditrust
Corporation and Meditrust Operating Company, whose paired shares of common stock
trade as a single unit on the New York Stock Exchange pursuant to the terms of
our Amended and Restated Certificates of Incorporation. Meditrust Corporation is
a real estate investment trust and Meditrust Operating Company is a taxable
corporation. Meditrust Corporation and Meditrust Operating Company were each
incorporated in the State of Delaware in 1979. As used herein, references to
"The Meditrust Companies" refer to Meditrust Corporation and Meditrust Operating
Company collectively.
We maintain an organizational structure called a "paired share structure"
such that the paired shares of common stock of both companies trade and are
transferable as a single unit. The paired share structure allows our
stockholders to enjoy the economic benefits of owning both a company that owns
and leases real estate and a company that operates businesses that use real
estate. Currently, this structure generally permits the combined companies to
reduce the amount of payments to third parties who traditionally would operate
the businesses conducted on Meditrust Corporation's real estate for a fee
because Meditrust Operating Company is permitted to operate such businesses and
receive the operating and management fees that would otherwise be paid to the
third party. Recent legislation, however, substantially limits our ability to
use the paired share structure in the future.
Meditrust Corporation's principal executive offices are located at 197 First
Avenue, Suite 300, Needham Heights, Massachusetts 02494, and the telephone
number is (781) 433-6000. Meditrust Operating Company's principal executive
offices are located at 197 First Avenue, Suite 100, Needham Heights,
Massachusetts 02494, and the telephone number is (781) 453-8062.
THE OFFERING
This prospectus relates to 10,907,971 paired shares of common stock of each
of Meditrust Corporation and Meditrust Operating Company that the selling
stockholders may offer for sale from time to time. These paired shares of common
stock were issued to the selling stockholders in connection with our acquisition
of La Quinta Inns, Inc. on July 17, 1998.
Registration of the sale of the paired shares covered by this prospectus
does not necessarily mean that all or any portion of the paired shares will be
offered for sale by the selling stockholders. We have agreed to bear the
expenses of the registration of the sale of the paired shares under federal and
state securities laws, but we will not receive any proceeds from the sale of any
paired shares offered under this prospectus.
TAX STATUS OF MEDITRUST CORPORATION
Meditrust Corporation qualifies as a real estate investment trust under
Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As
long as Meditrust Corporation qualifies for
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taxation as a real estate investment trust, it generally will not be subject to
federal income tax on that portion of its ordinary income and capital gains that
is currently distributed to our stockholders. Even if Meditrust Corporation
qualifies for taxation as a real estate investment trust, we may be subject to
state and local taxes on our income and property and to federal income and
excise taxes on our undistributed income.
RISK FACTORS
Purchasers of paired shares should carefully consider the risk factors set
forth under the caption "Risk Factors" included in the Joint Annual Report on
Form 10-K for the year ended December 31, 1999, and the other information
included herein or incorporated by reference prior to making an investment
decision.
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<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a joint registration statement on Form S-3 that
we filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended. This prospectus and any accompanying prospectus supplement do
not contain all of the information included in the joint registration statement.
For further information, we refer you to the joint registration statement,
including its exhibits. Statements contained in this prospectus and any
accompanying prospectus supplement about the provisions or contents of any
agreement or other document are not necessarily complete. If the Securities and
Exchange Commission's rules and regulations require that such agreement or
document be filed as an exhibit to the joint registration statement, please see
such agreement or document for a complete description of these matters.
This prospectus provides you with a general description of the offered
paired shares. Each time a selling stockholder sells any of the offered paired
shares, the selling stockholder will provide you with this prospectus and a
prospectus supplement, if applicable, that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change any information contained in this prospectus. You should read both
this prospectus and any prospectus supplement, together with the additional
information described under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the Securities and Exchange Commission's public
reference rooms in Washington, D.C., Chicago, Illinois, and New York, New York.
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information about the public reference rooms. Our Securities and Exchange
Commission filings are also available to the public from the Securities and
Exchange Commission's Web site at http://www.sec.gov. In addition, you may look
at our Securities and Exchange Commission filings at the offices of the New York
Stock Exchange, which is located at 20 Broad Street, New York, New York 10005.
Our Securities and Exchange Commission filings are available at the New York
Stock Exchange because our common stock is listed and traded on the New York
Stock Exchange.
The Securities and Exchange Commission allows us to incorporate by reference
the information we file with them, which means that we can disclose important
information to you by referring you to these documents. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the Securities and Exchange Commission will
automatically update and supersede the information already incorporated by
reference in this prospectus. We are incorporating by reference the documents
listed below, which we have already filed with the Securities and Exchange
Commission, and any future filings we make with the Securities and Exchange
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until the selling stockholders sell all of the securities.
THE MEDITRUST COMPANIES JOINT SECURITIES AND EXCHANGE COMMISSION FILINGS
(FILE NOS. 001-08131 AND 001-08132)
- Our Joint Annual Report on Form 10-K for the year ended December 31, 1999;
and
- Our Joint Current Report on Form 8-K, filed with the Securities and
Exchange Commission on February 1, 2000.
In addition, we are incorporating by reference the descriptions of our
paired shares from a registration statement we have previously filed under
Section 12 of the Securities Exchange Act, including any amendments or reports
filed for the purpose of updating these descriptions.
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YOU MAY REQUEST A COPY OF THESE FILINGS, AND ANY EXHIBITS THAT WE HAVE
SPECIFICALLY INCORPORATED BY REFERENCE AS AN EXHIBIT IN THIS PROSPECTUS, AT NO
COST BY WRITING OR TELEPHONING US. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED,
WITH RESPECT TO MEDITRUST CORPORATION, TO 197 FIRST AVENUE, SUITE 300, NEEDHAM
HEIGHTS, MASSACHUSETTS 02494, ATTENTION: SECRETARY, OR BY TELEPHONE TO
(781) 433-6000; AND WITH RESPECT TO MEDITRUST OPERATING COMPANY, TO 197 FIRST
AVENUE, SUITE 100, NEEDHAM HEIGHTS, MASSACHUSETTS 02494, ATTENTION: SECRETARY,
OR BY TELEPHONE TO (781) 453-8062.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. Neither we nor the
selling stockholders have authorized anyone else to provide you with different
information. The selling stockholders are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus or the documents incorporated by
reference in this prospectus is accurate as of any date other than the date on
the front of this prospectus or those documents.
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<PAGE>
FORWARD-LOOKING STATEMENTS
This prospectus, including the information incorporated by reference in this
prospectus, contains statements that are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. You can identify forward-looking statements by
the use of the words "believe," "expect," "anticipate," "intend," "estimate,"
"assume" and other similar expressions which predict or indicate future events
and trends and which do not relate to historical matters. These statements
include, among other things, statements regarding our intent, belief or
expectations with respect to:
- our implementation of our strategic reorganization plan announced
January 28, 2000;
- our declaration, payment or suspension of distributions;
- our potential developments or acquisitions or dispositions of properties,
assets or other public or private companies;
- the anticipated operating performance of our facilities;
- our policies regarding investments, indebtedness, acquisitions,
dispositions, financings, conflicts of interest and other matters;
- our qualification as a real estate investment trust under the Internal
Revenue Code;
- the real estate markets in the Southeast, Southwest, Mid-Atlantic and
Midwest regions of the United States and in general;
- the availability of debt and equity financing;
- interest rates;
- general economic conditions;
- trends affecting our financial condition or results of operations; and
- the implementation of our plan to address Year 2000 issues.
You should not rely on forward-looking statements because they involve known
and unknown risks, uncertainties and other factors, some of which are beyond our
control. These risks, uncertainties and other factors may cause our actual
results, performance or achievements to be materially different from the
anticipated future results, performance or achievements expressed or implied by
the forward-looking statements. Some of the factors that might cause these
differences include, but are not limited to, the following:
- we may not be able to sufficiently reduce our level of indebtedness;
- we may fail to secure or may abandon development opportunities;
- we may be unable to implement an orderly disposition of our health care
assets as announced on January 28, 2000;
- we may be unable to find buyers for our health care assets or such buyers
may be unable to secure suitable financing;
- construction and lease-up may not be completed on schedule due to weather
conditions, unavailability of materials or other delays, resulting in
increased debt service expense and construction costs and reduced rental
revenues;
- occupancy rates and market rents may be adversely affected by local
economic and market conditions which are beyond our control, including
competition;
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- financing may not be available to us, or may not be available on favorable
terms;
- our cash flow may be insufficient to meet required payments of principal
and interest;
- our existing indebtedness may mature in an unfavorable credit environment,
preventing such indebtedness from being refinanced, or, if refinanced,
causing such refinancing to occur on terms that are not as favorable as
the terms of the existing indebtedness;
- legislative or regulatory changes, including changes to laws governing the
taxation of real estate investment trusts;
- material adverse effects to the business and financial condition, such as
bankruptcy, of third-party operators of our properties may negatively
impact our cash flow and financial condition;
- we may experience unanticipated difficulties and interruptions due to
failures regarding Year 2000 compliance;
- our business partners, including our primary bank and payroll processor,
vendors of our computer information systems or third party service
providers, may experience unanticipated difficulties and interruptions due
to failures regarding Year 2000 compliance; and
- generally accepted accounting principles, policies and guidelines
applicable to real estate investment trusts.
In addition, the factors described under "Risk Factors" in the Joint Annual
Report on Form 10-K for the year ended December 31, 1999 may result in these
differences. You should carefully review all of these factors, and you should be
aware that there may be other factors that could cause these differences.
We caution you that, while forward-looking statements reflect our estimates
and beliefs, they are not guarantees of future performance. These
forward-looking statements were based on information, plans and estimates at the
date of this prospectus, and we do not promise to update any forward-looking
statements to reflect changes in underlying assumptions or factors, new
information, future events or other changes.
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<PAGE>
THE MEDITRUST COMPANIES
GENERAL
The Meditrust Companies consist of two separate companies, Meditrust
Corporation and Meditrust Operating Company, whose paired shares of common stock
trade as a single unit (symbol: MT) on the New York Stock Exchange pursuant to
the terms of their respective Amended and Restated Certificates of
Incorporation. Meditrust Corporation is a real estate investment trust and
Meditrust Operating Company is a taxable corporation. Meditrust Corporation and
Meditrust Operating Company were each incorporated in the State of Delaware in
1979. As used herein, the terms "Meditrust Corporation" and "Meditrust Operating
Company" include wholly owned subsidiaries of Meditrust Corporation and
Meditrust Operating Company unless the context requires otherwise.
The Meditrust Companies maintain an organizational structure called a
"paired share structure" such that the paired shares of common stock of both
companies trade and are transferable as a single unit. A predecessor of
Meditrust Corporation ("Meditrust's Predecessor"), which was organized as a
Massachusetts business trust and was known as "Meditrust", acquired the paired
share structure in 1997 by acquiring, together with an affiliate of Meditrust's
Predecessor, Santa Anita Realty Enterprises Inc. and Santa Anita Operating
Company (collectively, the "Santa Anita Companies"). The Santa Anita Companies
had operated under the paired share structure since 1979. The paired share
structure permits our stockholders to enjoy the economic benefits of owning a
company that owns and leases real estate, namely Meditrust Corporation, and a
company that operates a business that uses real estate, namely Meditrust
Operating Company. The benefits attributable to the future use of the paired
share structure have been limited, however, by federal legislation adopted in
July 1998.
MEDITRUST CORPORATION
Meditrust Corporation invests in real estate in two principal areas: health
care related real property and lodging facilities. As a real estate investment
trust, Meditrust Corporation is not permitted to operate the businesses
conducted at or on the real estate that it owns. Rather, Meditrust Corporation
must lease its properties to the operators of the businesses. In the case of its
health care related real properties, Meditrust Corporation either leases
facilities that it owns or invests in, or provides financing to, third-party
operators principally of long-term care, retirement and assisted living
facilities and medical office buildings. In the case of its lodging facilities,
Meditrust Corporation owns, maintains leasehold interest in or invests in real
estate that it leases to Meditrust Operating Company. As more fully described
below, Meditrust Operating Company operates the lodging business conducted on
the real estate that it leases from Meditrust Corporation.
MEDITRUST OPERATING COMPANY
Meditrust Operating Company operates the lodging related real estate owned
by Meditrust Corporation. Meditrust Operating Company does not conduct any
activities related to Meditrust Corporation's health care related real estate.
The lodging portion of Meditrust Operating Company's business is conducted under
the La Quinta brand name and is presently headquartered in Dallas, Texas. As
more fully described below, we acquired the La Quinta brand name, lodging
facilities and operations in July 1998.
DIVISIONS
We conduct our businesses and make our investments through two principal
divisions: health care related real estate and lodging. As described above,
Meditrust Operating Company does not conduct any operations in the health care
related real estate business. Rather, this segment, which is headquartered in
Needham Heights, Massachusetts at our headquarters, is conducted solely through
Meditrust Corporation. The lodging business, which is conducted through the La
Quinta division,
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consists of real estate assets owned by Meditrust Corporation and lodging
operations performed by Meditrust Operating Company.
As of January 31, 2000, Meditrust Corporation owned, invested in and
provided financing for 318 geographically dispersed health care facilities
operated by 25 different third-party operators. As of December 31, 1999,
Meditrust Corporation owned 34 medical office buildings. As described below,
since 1998, we have been selling our interests in certain health care
properties.
The Meditrust Companies' lodging business is conducted under the La Quinta
brand name. As of January 31, 2000, the La Quinta division owned and operated an
aggregate of 230 La Quinta Inns and 70 La Quinta Inns & Suites in 28 states with
over 39,000 hotel rooms. La Quinta is a recognized brand name in the mid-priced
lodging segment that appeals to many business travelers. Meditrust Corporation
acquired La Quinta Inns, Inc. and its subsidiaries and its unincorporated
partnership and joint venture entities (collectively, "La Quinta") on July 17,
1998 by merging La Quinta Inns, Inc. into Meditrust Corporation (the "La Quinta
Merger"). Immediately prior to the La Quinta Merger, La Quinta transferred all
of its assets other than its real estate and brand name assets to Meditrust
Operating Company to enable Meditrust Operating Company to conduct the operating
portion of La Quinta's business.
La Quinta, which is a fully-integrated lodging company that focuses on the
ownership, operation and development of mid-priced hotels in the western and
southern regions of the Untied States, has continued to operate as an
independent division from its headquarters in Dallas, Texas.
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DESCRIPTION OF COMMON STOCK
The following is a description of the material terms and provisions of our
common stock. It may not contain all the information that is important to you
and is qualified by reference to our articles of incorporation and by-laws, as
in effect on the date hereof. You should read our articles of incorporation and
by-laws before you purchase any paired shares of our common stock. Our Amended
and Restated Certificates of Incorporation and By-laws contain certain
provisions that could make it more difficult for a third party to gain control
of The Meditrust Companies. These provisions are summarized under the heading
"Important Provisions of Delaware Corporate Law and Our Charters and By-Laws"
found on page 14 of this prospectus.
THE PAIRING
Pursuant to certain provisions of our Amended and Restated Certificates of
Incorporation, the paired shares of capital stock of Meditrust Corporation and
Meditrust Operating Company are transferable and tradeable only in combination
as units, each unit consisting of one share of Meditrust Corporation stock and
one share of Meditrust Operating Company stock. These restrictions on the
transfer of paired shares of Meditrust Corporation stock and Meditrust Operating
Company stock are imposed by our respective Amended and Restated Certificates of
Incorporation and By-laws. The pairing is evidenced by "back-to-back" stock
certificates; that is, certificates evidencing paired shares of Meditrust
Operating Company stock are printed on the reverse side of certificates
evidencing paired shares of Meditrust Corporation stock. The certificates bear a
legend referring to the restrictions on transfer imposed by our respective
Amended and Restated Certificates of Incorporation and By-laws. To permit proper
allocation of the consideration received in connection with the sale of paired
shares, our Amended and Restated Certificates of Incorporation provide that
Meditrust Corporation and Meditrust Operating Company shall, as decided from
time to time but not less than once a year, jointly make arrangements to
determine the relative value of the stock of each company.
AUTHORIZED CAPITAL STOCK
The authorized capital stock of each of Meditrust Corporation and Meditrust
Operating Company, respectively, consists of 500,000,000 shares of common stock,
par value $.10 per share, 30,000,000 shares of Series Common Stock, par value
$.10 per share, 6,000,000 shares of Preferred Stock, par value $.10 per share
and 25,000,000 shares of Excess Stock, par value $.10 per share. The board of
directors of each company is authorized, without further stockholder approval,
to issue the Preferred Stock from time to time in one or more series, and to
determine the provisions applicable to each series, including the number of
shares, dividend rights, dividend rate, conversion rights, voting rights, rights
and terms of redemption (including sinking fund provisions), redemption price or
prices, stockholder liquidation preferences and whether such issuances will be
paired with the capital stock of the other company.
The Meditrust Companies paired shares are traded on the New York Stock
Exchange under the ticker symbol "MT." As of February 24, 2000, 141,248,839
shares of common stock of Meditrust Corporation and 142,554,216 shares of common
stock of Meditrust Operating Company (described below) were issued and
outstanding, 700,000 shares of Series A Preferred Stock of Meditrust Corporation
were issued and outstanding and 1,000 shares of Series B Cumulative Redeemable
Convertible Preferred Stock of Meditrust Corporation were issued and
outstanding.
COMMON STOCK
Subject to provisions of law and the preferences of any series of Preferred
Stock which may be issued, holders of the paired shares are entitled to receive
dividends at times and in amounts as are declared from time to time by the
Meditrust Corporation Board of Directors or the Meditrust
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Operating Company Board of Directors out of funds legally available for
dividends. To maintain eligibility as a real estate investment trust, Meditrust
Corporation must in general distribute to its stockholders at least 95% (90%
commencing in 2001) of its "real estate investment trust taxable income" before
deduction of dividends paid (less any net long-term capital gain and certain
other adjustments).
Holders of paired shares are entitled to one vote for each share held on
each matter submitted to a stockholder vote. Except as otherwise provided by
law, or by our Amended and Restated Certificates of Incorporation or by
resolutions of our Boards of Directors providing for the issuance of any series
of Preferred Stock, the holders of the paired shares have sole voting power.
EXCESS STOCK
The paired shares of Excess Stock in each of The Meditrust Companies' are
issuable by conversion when a stockholder of either common stock or preferred
stock (collectively referred to as "Equity Stock") of The Meditrust Companies'
owns, as determined under the provisions of the Internal Revenue Code, such an
amount of Equity Stock as would cause Meditrust Corporation not to be in
conformance with the requirements of the Internal Revenue Code. The real estate
investment trust qualification requirements of the Internal Revenue Code and the
conversion of Equity Stock to Excess Stock are discussed in greater detail under
"Limits on Ownership of Capital Stock." Each share of Excess Stock is entitled
to the same dividends and distributions as paired shares of the class or series
of Equity Stock from which such Excess Stock was converted. In the event of a
liquidation or distribution of assets of Meditrust Corporation or Meditrust
Operating Company, each share of Excess Stock entitles the holder to receive,
ratably with each other holder of Equity Stock of the same class or series from
which such Excess Stock was converted, that portion of the assets of Meditrust
Corporation or Meditrust Operating Company, as appropriate, that is available
for distribution to the holders of such class or series of Equity Stock. Each
share of Excess Stock entitles the holder to the number of votes the holder
would have if such share of Excess Stock was a share of Equity Stock of the same
class or series from which such Excess Stock was converted.
REGISTRAR AND TRANSFER AGENT
Our Registrar and Transfer Agent is State Street Bank and Trust Company,
through its agent Boston EquiServe.
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LIMITS ON OWNERSHIP OF CAPITAL STOCK
OWNERSHIP LIMITS
Among the requirements that Meditrust Corporation must meet to qualify as a
real estate investment trust under the Internal Revenue Code is that not more
than 50% of the value of Meditrust Corporation's outstanding capital stock may
be owned, directly or indirectly, by five or fewer individuals during the last
half of a taxable year. Additionally, such paired shares of capital stock must
be beneficially owned by 100 or more persons during at least 335 days of a
taxable year of 12 months or during a proportionate part of a shorter taxable
year. The Internal Revenue Code also provides that Meditrust Corporation may not
own, directly or indirectly, after application of the attribution rules of the
Internal Revenue Code, 10% or more of the outstanding shares of any tenant of
Meditrust Corporation, if Meditrust Corporation is to qualify as a real estate
investment trust. To ensure compliance with these requirements, the respective
Amended and Restated Certificates of Incorporation and By-laws of each of The
Meditrust Companies provide for certain restrictions on the transfer and
ownership of The Meditrust Companies capital stock.
To protect us against the risk of losing our status as a real estate
investment trust due to a concentration of ownership among our stockholders, our
Amended and Restated Certificates of Incorporation provide that no holder who is
an individual may own, or be deemed to own by virtue of the attribution
provisions of the Internal Revenue Code, more than 9.25% of our capital stock.
Notwithstanding the preceding sentence, the Boards of Directors at their option
and in their discretion may approve a waiver of such ownership limitation for
selected persons. In fact, the Boards of Directors waived such ownership
limitation for the selling stockholders as a group in August 1999. Our Boards of
Directors, however, do not expect that they would waive the 9.25% ownership
limit in the absence of evidence satisfactory to the Boards of Directors that
the waiver of the limit will not jeopardize Meditrust Corporation's status as a
real estate investment trust and the Boards of Directors otherwise decide that
such action is in our best interests. Any transfer of shares of capital stock
including any security convertible into shares of capital stock that would
create a direct or indirect ownership of shares of capital stock in excess of
the 9.25% ownership limit or that would result in Meditrust Corporation's
disqualification as a real estate investment trust, including any transfer that
results in the shares of beneficial interest being owned by fewer than 100
persons or that results in us being "closely held" within the meaning of
Section 856(h) of the Internal Revenue Code, shall be void and have no effect.
The intended transferee will acquire no rights to the shares of capital stock.
The foregoing restrictions will not apply if Meditrust Corporation's Board of
Directors determine that it is no longer in Meditrust Corporation's best
interests to attempt to qualify, or to continue to qualify, as a real estate
investment trust.
Pursuant to the Internal Revenue Code, some types of entities, such as
pension plans described in Section 401(a) of the Internal Revenue Code and
mutual funds registered under the Investment Company Act of 1940, will be
looked-through for purposes of the five or fewer test described above. Our
articles of incorporation preclude these entities from holding in excess of 9.8%
of the total value of our shares of capital stock.
SHARES OWNED IN EXCESS OF THE OWNERSHIP LIMIT
Capital stock owned, or deemed to be owned, or transferred to a stockholder
in excess of the applicable ownership limit will be automatically converted into
shares of excess stock that will be transferred, by operation of law, to a trust
for the exclusive benefit of the transferees to whom such capital stock may be
ultimately transferred without violating the applicable ownership limit. While
the shares of excess stock are held in trust:
- they will not be entitled to vote;
- they will not be considered for purposes of any stockholder vote or the
determination of a quorum for such vote; and
- except upon liquidation, they will not be entitled to participate in
dividends or other distributions.
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Any dividend or distribution paid on excess stock prior to discovery by us
that capital stock has been transferred in violation of the applicable ownership
limit shall be repaid to us on demand. Shares of excess stock are not treasury
stock, but rather constitute a separate class of issued and outstanding stock.
The trustee of such trust may, at any time the shares of excess stock are held
in trust, transfer the interest in the trust representing the excess stock to
any individual whose ownership of the capital stock converted into such excess
stock would be permitted under the applicable ownership limit, for valuable
consideration.
Immediately upon the transfer to the permitted transferee, the excess stock
will automatically be converted into capital stock of the class from which it
was converted. If these transfer restrictions are determined to be void or
invalid by virtue of any legal decision, statute, rule or regulation, then the
intended transferee of any excess stock may be deemed, at our opinion, to have
acted as an agent on our behalf in acquiring the excess stock and to hold the
excess stock on behalf of us.
RIGHT TO PURCHASE EXCESS STOCK
In addition to the foregoing transfer restrictions, we have the right, for a
period of 90 days during the time any shares of excess stock are held in trust,
to purchase all or any portion of the excess stock from the original
transferee-stockholder for a price per share equal to the lesser of:
- the price per share initially paid for the capital stock by the original
transferee-stockholder, or if the original transferee-stockholder received
the shares through a gift, devise or other transaction in which such
stockholder did not give value, the average of the closing price per share
for the class of shares from which the shares of excess stock were
converted for the 5 days immediately preceding the transfer; and
- the average closing price per share for the class of shares from which the
shares of excess stock were converted for the 5 days immediately preceding
the date we elect to purchase the shares.
The 90-day period begins on the date of the purported transfer that violated the
applicable ownership limit if the original transferee-stockholder gives notice
to us of the transfer or, if no notice is given, the date our Boards of
Directors determine that such a transfer has been made.
Our stockholders are required upon demand to disclose to us in writing any
information with respect to their direct, indirect and constructive ownership of
capital stock as our Board of Directors deem necessary to comply with the
provisions of the Internal Revenue Code applicable to real estate investment
trusts, to comply with the requirements of any taxing authority or governmental
agency or to determine any such compliance.
This ownership limitation may have the effect of delaying or precluding the
acquisition of control of either or both of The Meditrust Companies.
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IMPORTANT PROVISIONS OF DELAWARE LAW AND OUR CHARTER AND BY-LAWS
The following is a summary of important provisions of Delaware General
Corporation Law which affect us and our stockholders. Certain provisions of the
Delaware General Corporation Law and our Amended and Restated Certificates of
Incorporation and By-laws may have the effect of delaying, deferring or
preventing a change of control of either or both of The Meditrust Companies. The
description below is intended only as a summary. You can access complete
information by referring to the Delaware General Corporation Law.
BUSINESS COMBINATION PROVISIONS
Section 203 of the Delaware General Corporation Law prevents a publicly held
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless:
- before the date on which the person became an interested stockholder, the
Board of Directors of the corporation approved either the business
combination or the transaction in which the person became an interested
stockholder;
- the interested stockholder owned at least 85% of the outstanding voting
stock of the corporation at the beginning of the transaction in which it
became an interested stockholder, excluding stock held by directors who
are also officers of the corporation and by employee stock plans that do
not provide participants with the rights to determine confidentially
whether shares held subject to the plan will be tendered in a tender or
exchange offer; or
- after the date on which the interested stockholder became an interested
stockholder, the business combination is approved by the Board of
Directors and the holders of two-thirds of the outstanding voting stock of
the corporation voting at a meeting, excluding the voting stock owned by
the interested stockholder.
As defined in Section 203, an "interested stockholder" is generally a person
owning 15% or more of the outstanding voting stock of the corporation. As
defined in Section 203, a "business combination" includes mergers,
consolidations, stock and assets sales and other transactions with the
interested stockholder.
In addition each of our Amended and Restated Certificates of Incorporation
restrict certain "business combinations" (as defined below) with interested
stockholders (the "Business Combination Provision"). An interested stockholder
for the purposes of the Business Combination Provision includes any person or
entity who is, together with its affiliates and associates, the beneficial owner
of more than 10% of the voting stock of the corporation. This Business
Combination Provision provides that business combinations with interested
stockholders (without regard to the length of time a stockholder has been an
interested stockholder) may NOT be consummated without:
- the affirmative vote of the holders of 80% of all issued and outstanding
shares entitled to vote in the election of directors;
- if less than 90% of the shares approve the business combination,
affirmative approval by a majority of the combined voting power of the
then outstanding shares entitled to vote held by persons who are not
interested stockholders.
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The Business Combination Provision does not apply to business combinations
approved by a majority of the directors unaffiliated with the interested
stockholder and elected prior to such an interested stockholder becoming an
interested stockholder or if certain price and procedural requirements are met.
A "business combination" includes:
- a merger or consolidation;
- the sale or disposition of assets by either of The Meditrust Companies
having an aggregate fair market value of $5,000,000 or more;
- the issuance of stock by either of The Meditrust Companies having a fair
market value of $5,000,000 or more;
- the adoption of a plan of liquidation or dissolution proposed by or on
behalf of an interested stockholder; and
- any merger, consolidation, reclassification or recapitalization which
increases the proportionate shareholdings of an interested stockholder.
The provisions of our Amended and Restated Certificates of Incorporation and
our By-laws as described in "Limits on Ownership of Capital Stock" beginning on
page 12 may also have the effect of delaying, deferring or preventing a change
of control of either or both of The Meditrust Companies.
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FEDERAL INCOME TAX CONSIDERATIONS AND CONSEQUENCES
OF YOUR INVESTMENT
The following is a general summary of the most important federal income tax
considerations and consequences associated with an investment in our common
stock. The following discussion does not exhaust all possible tax considerations
and is not tax advice. Moreover, this summary does not deal with all tax aspects
or consequences that might be relevant to you in light of your personal
circumstances; nor does it deal with particular types of stockholders that are
subject to special treatment under the Internal Revenue Code, such as insurance
companies, financial institutions and broker-dealers. The Internal Revenue Code
provisions governing the federal income tax treatment of real estate investment
trusts are highly technical and complex, and this summary is qualified in its
entirety by the applicable Internal Revenue Code provisions, rules and
regulations promulgated thereunder, and administrative and judicial
interpretations thereof. The following discussion is based on current law and on
representations from us concerning our compliance with the requirements for
qualification as a real estate investment trust.
WE URGE YOU, AS A PROSPECTIVE STOCKHOLDER, TO CONSULT YOUR OWN TAX ADVISOR
WITH RESPECT TO THE SPECIFIC FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX
CONSEQUENCES TO YOU OF THE PURCHASE, HOLDING AND SALE OF PAIRED SHARES OF OUR
COMMON STOCK.
FEDERAL INCOME TAXATION
We believe that Meditrust Corporation has been organized in conformity with
the requirements for qualification as a real estate investment trust under the
Internal Revenue Code and its method of operation will enable it to continue to
meet the requirements for qualification and taxation as a real estate investment
trust under the Internal Revenue Code. Meditrust Corporation may not, however,
have met or continue to meet such requirements. Qualification as a real estate
investment trust depends upon it having met and continuing to meet the various
requirements imposed under the Internal Revenue Code through actual operating
results. No assurance can be given that actual operating results have met or
will meet these requirements.
If Meditrust Corporation has qualified and continues to qualify for taxation
as a real estate investment trust, it generally will not be subject to federal
corporate income taxes on that portion of its ordinary income or capital gain
that is currently distributed to stockholders. The real estate investment trust
provisions of the Internal Revenue Code generally allow a real estate investment
trust to deduct dividends paid to its stockholders. This deduction for dividends
paid to stockholders substantially eliminates the federal double taxation on
earnings that usually results from investments in a corporation. "Double
taxation" refers to taxation of income once at the corporate level when earned
and once again at the stockholder level when distributed. Additionally, a real
estate investment trust may elect to retain and pay taxes on a designated amount
of its net long-term capital gains, in which case the stockholders of the real
estate investment trust will include their proportionate share of the
undistributed long-term capital gains in income and receive a credit or refund
for their share of the tax paid by the real estate investment trust. Meditrust
Operating Company, as a taxable corporation, is subject to taxation at regular
corporate rates on its taxable income and is not permitted a deduction for
dividends paid to shareholders. Meditrust Operating Company currently does not
pay a dividend on its common stock.
FAILURE TO QUALIFY AS A REAL ESTATE INVESTMENT TRUST
If Meditrust Corporation fails to qualify for taxation as a real estate
investment trust in any taxable year and the relief provisions do not apply, it
will be subject to tax on its taxable income at regular corporate rates,
including any applicable alternative minimum tax. Distributions to stockholders
in any year in which it fails to qualify will not be deductible by Meditrust
Corporation nor will they be
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required to be made. In such event, to the extent of current or accumulated
earnings and profits, all distributions to stockholders will be dividends,
taxable as ordinary income, and subject to limitations of the Internal Revenue
Code, corporate distributees may be eligible for the dividends-received
deduction. Unless Meditrust Corporation is entitled to relief under specific
statutory provisions, it also will be disqualified from taxation as a real
estate investment trust for the four taxable years following the year during
which qualification was lost. It is not possible to state whether in all
circumstances Meditrust Corporation would be entitled to such statutory relief.
For example, Meditrust Corporation must derive a minimum percent of its gross
income from specified sources in order to qualify as a real estate investment
trust. If Meditrust Corporation fails to satisfy these gross income tests
because nonqualifying income that it intentionally incurs exceeds the limit on
such income, the Internal Revenue Service could conclude that its failure to
satisfy the tests was not due to reasonable cause, which is a condition to
qualification for relief from the four-year disqualification rule.
TAXATION OF UNITED STATES STOCKHOLDERS AND POTENTIAL TAX CONSEQUENCES OF THEIR
INVESTMENT IN PAIRED SHARES OF COMMON STOCK
When we refer to a United States stockholder, we mean a holder of paired
shares of common stock that is for federal income tax purposes:
- an individual who is a citizen or resident of the United States;
- a corporation created or organized in or under the laws of the United
States, any state thereof or the District of Columbia; or
- a partnership, trust or estate treated as a domestic partnership, trust or
estate.
For any taxable year for which Meditrust Corporation qualifies for taxation as a
real estate investment trust, amounts distributed by Meditrust Corporation to
taxable United States stockholders will be taxed as follows.
DISTRIBUTIONS GENERALLY. Distributions other than capital gain dividends to
United States stockholders will be taxable as dividends to the extent of the
current or accumulated earnings and profits of Meditrust Corporation as
determined for federal income tax purposes. Such dividends will be taxable to
the stockholders as ordinary income and will not be eligible for the
dividends-received deduction for corporations. To the extent that Meditrust
Corporation makes a distribution to a United States stockholder in excess of
current or accumulated earnings and profits, the distribution will be treated
first as a tax-free return of capital with respect to the Meditrust Corporation
shares, reducing the United States stockholder's tax basis in the Meditrust
Corporation shares, and the distribution in excess of a United States
stockholder's tax basis in the Meditrust Corporation shares will be taxable as
gain realized from the sale of the Meditrust Corporation shares. Dividends
declared by Meditrust Corporation in October, November or December of any year
payable to a stockholder of record on a specified date in any such month shall
be treated as both paid by Meditrust Corporation and received by the stockholder
on December 31 of the year, provided that the dividend is actually paid by
Meditrust Corporation during January of the following calendar year. United
States stockholders may not include on their own federal income tax returns any
of our tax losses.
CAPITAL GAIN DIVIDENDS. Dividends to United States stockholders that are
properly designated by Meditrust Corporation as capital gain dividends will be
treated as long-term capital gains, to the extent they do not exceed the actual
net capital gains of Meditrust Corporation, for the taxable year without regard
to the period for which the stockholder has held his paired shares of common
stock. However, corporate stockholders may be required to treat up to 20% of
particular capital gain dividends as ordinary income. Capital gain dividends are
not eligible for the dividends-received deduction for corporations.
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RETAINED CAPITAL GAINS. A real estate investment trust may elect to retain,
rather than distribute, its net long-term capital gains received during the
year. To the extent designated by the real estate investment trust in a notice
to its stockholders, the real estate investment trust will pay the income tax on
such gains and the real estate investment trust stockholders must include their
proportionate share of the undistributed long-term capital gains so designated
in income. Each real estate investment trust stockholder will be deemed to have
paid his share of the tax paid by the real estate investment trust, which will
be credited or refunded to the stockholder. The basis of each stockholder's real
estate investment trust shares will be increased by his proportionate amount of
the undistributed long-term capital gains, net of the tax paid by the real
estate investment trust, included in such stockholder's long-term capital gains.
PASSIVE ACTIVITY LOSS AND INVESTMENT INTEREST LIMITATIONS. Distributions,
including deemed distributions of undistributed long-term capital gains, from us
and gain from the disposition of paired shares of common stock will not be
treated as passive activity income, and therefore stockholders may not be able
to apply any passive losses against such income. Dividends from us, to the
extent they do not constitute a return of capital, will generally be treated as
investment income for purposes of the investment income limitation on the
deductibility of investment interest. However, net capital gain from the
disposition of paired shares of common stock or capital gain dividends,
including deemed distributions of undistributed long-term capital gains,
generally will be excluded from investment income.
SALE OF PAIRED SHARES OF COMMON STOCK. Upon the sale or exchange of paired
shares of common stock, a United States stockholder will generally recognize
gain or loss equal to the difference between the amount realized on such sale
and the tax basis of the paired shares of common stock sold or exchanged.
Assuming such paired shares are held as a capital asset, such gain or loss will
be a long-term capital gain or loss if the paired shares have been held for more
than one year. However, any loss recognized by a United States stockholder on
the sale of paired shares of common stock held for not more than six months and
with respect to which capital gains were required to be included in such
stockholder's income will be treated as a long-term capital loss to the extent
of the amount of such capital gains so included and to the extent such loss is
allocable to such stockholder's shares of Meditrust Corporation common stock.
TREATMENT OF TAX-EXEMPT STOCKHOLDERS. Distributions, including deemed
distributions of undistributed long-term capital gains, from us to a tax-exempt
employee pension trust or other domestic tax-exempt stockholder generally will
not constitute unrelated business taxable income unless the stockholder has
borrowed to acquire or carry his paired shares of common stock. However, some
qualified trusts that hold more than 10% by value of the paired shares of a
particular real estate investment trust may be required to treat a specified
percentage of these distributions, including deemed distributions of
undistributed long-term capital gains, as unrelated business taxable income.
BACKUP WITHHOLDING
Under the backup withholding rules, a United States stockholder may be
subject to backup withholding at the rate of 31% with respect to dividends paid
on, and gross proceeds from the sale of, paired shares of common stock unless
such stockholder:
- is a corporation or comes within other specific exempt categories and,
when required, demonstrates this fact or
- provides a correct taxpayer identification number, certifies as to no loss
of exemption from backup withholding and otherwise complies with
applicable requirements of the backup withholding rules.
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A United States stockholder who does not provide us with his current
taxpayer identification number may be subject to penalties imposed by the
Commissioner of the Internal Revenue Service. Any amount paid as backup
withholding will be creditable against the stockholder's income tax liability.
We will report to stockholders and the Internal Revenue Service the amount
of any reportable payments, including any dividends paid, and any amount
withheld with respect to paired shares of common stock during the calendar year.
STATE AND LOCAL TAX
The Meditrust Companies and our stockholders may be subject to state and
local tax in various states and localities, including those in which we or our
stockholders transact business, own property or reside. The tax treatment of us
and our stockholders in such jurisdictions may differ from the federal income
tax treatment described above. CONSEQUENTLY, AS A PROSPECTIVE INVESTOR, YOU
SHOULD CONSULT YOUR OWN TAX ADVISORS REGARDING THE EFFECT OF STATE AND LOCAL TAX
LAWS ON AN INVESTMENT IN OUR COMMON STOCK.
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THE SELLING STOCKHOLDERS
The following table sets forth the number of paired shares beneficially
owned by the selling stockholders as of February 24, 2000. The paired shares
offered by this prospectus will be offered from time to time by the selling
stockholders named below. The amounts set forth below are based upon information
provided to us by representatives of the selling stockholders, or on our
records, as of February 24, 2000 and are accurate to the best of our knowledge.
It is possible, however, that the selling stockholders may acquire or dispose of
additional paired shares from time to time after the date of this prospectus.
<TABLE>
<CAPTION>
PAIRED SHARES PERCENTAGE
PAIRED SHARES TO BE OF PAIRED
BENEFICIALLY BENEFICIALLY SHARES TO BE
OWNED AS OF PAIRED SHARES OWNED AFTER OWNED AFTER
SELLING STOCKHOLDERS FEBRUARY 15, OFFERED HEREBY OFFERING(1) OFFERING(2)
- -------------------- ------------- -------------- ------------- ------------
<S> <C> <C> <C> <C>
Sid R. Bass, Inc.............................. 2,712,067(3) 2,294,211 417,856 *
Lee M. Bass, Inc.............................. 2,712,067(4) 2,294,211 417,856 *
The Bass Management Trust..................... 3,014,164(5) 2,549,762 464,402 *
The Airlie Group, L.P......................... 269,633(6)(7) 269,633 0 *
William P. Hallman, Jr........................ 300,002(8) 140,002 160,000 *
Annie R. Bass Grandson's Trust for Lee M.
Bass........................................ 527,188(9) 445,962 81,226 *
Annie R. Bass Grandson's Trust for Sid R.
Bass........................................ 527,188(10) 445,962 81,226 *
Peter Sterling................................ 337,600(11) 187,600 150,000 *
Hyatt Anne Bass Successor Trust............... 1,013,918(12) 857,701 156,217 *
Samantha Sims Bass Successor Trust............ 1,013,918(13) 857,701 156,217 *
TF Investors, L.P............................. 32,783(14) 32,783 0 *
FW Trinity Limited Investors, L.P............. 419,398(15) 419,398 0 *
National Bancorp of Alaska.................... 113,045(16) 113,045 0 *
---------- ---------- --------- ---------
TOTAL......................................... 12,992,971 10,907,971 2,085,000 1.48%
========== ========== ========= =========
</TABLE>
- ------------------------
* Less than 1%.
(1) Assumes that all paired shares offered by this prospectus will be sold by
the selling stockholders.
(2) The total number of paired shares outstanding on February 24, 2000 was used
to calculate such percentage.
(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
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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.
(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.
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USE OF PROCEEDS
We will not receive any of the proceeds of the sale by the selling
stockholders of the paired shares of common stock offered by this prospectus. We
are paying the fees and expenses associated with registering the sale of the
paired shares of common stock.
PLAN OF DISTRIBUTION
This prospectus relates to the possible sale from time to time of up to an
aggregate of 10,907,971 paired shares by the selling stockholders. The
registration of the sale of the paired shares does not necessarily mean that any
of the paired shares will be offered or sold by the selling stockholders.
The distribution of the paired shares may be effected from time to time in
one or more underwritten transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices related
to prevailing market prices or at negotiated prices. Any underwritten offering
may be on a "best efforts" or a "firm commitment" basis. In connection with any
underwritten offering, underwriters or agents may receive compensation in the
form of discounts, concessions or commissions from the selling stockholders.
Underwriters may sell the paired shares to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions from the
underwriters and/or commissions from the purchasers for whom they may act as
agents.
The selling stockholders and any underwriters, dealers or agents that
participate in the distribution of the paired shares may be deemed to be
underwriters under the Securities Act of 1933, and any profit on the sale of the
paired shares by them and any discounts, commissions or concessions received by
any underwriters, dealers or agents might be deemed to be underwriting discounts
and commissions under the Securities Act of 1933. When the selling stockholders
make a particular offer of the paired shares, a prospectus supplement will be
distributed if required. A prospectus supplement will, where applicable:
- identify any underwriter, dealer or agent;
- describe any compensation in the form of discounts, concessions,
commissions or otherwise received by each underwriter, dealer or agent and
in the aggregate to all underwriters, dealers and agents;
- identify the amounts underwritten;
- identify the nature of the underwriter's obligation to take the paired
shares; and
- provide any other required information.
The sale of the paired shares by the selling stockholders may also be
effected by selling paired shares directly to purchasers or to or through
broker-dealers. In connection with any such sale, any such broker-dealer may act
as agent for the selling stockholders or may purchase from the selling
stockholders all or a portion of the paired shares as principal, and such sale
may be made pursuant to any of the methods described below. Such sales may be
made on the New York Stock Exchange or other exchanges on which the paired
shares are then traded, in the over-the-counter market, in negotiated
transactions or otherwise at prices and at terms then prevailing or at prices
related to the then current market prices or at prices otherwise negotiated.
Paired shares may also be sold in one or more of the following transactions:
- block transactions in which a broker-dealer may sell all or a portion of
such paired shares as agent but may position and resell all or a portion
of the block as principal to facilitate the transaction;
- purchases by any such broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to any supplement to this
prospectus;
22
<PAGE>
- a special offering, an exchange distribution or a secondary distribution
in accordance with applicable New York Stock Exchange or other stock
exchange rules;
- ordinary brokerage transactions and transactions in which any such
broker-dealer solicits purchasers;
- sales "at the market" to or through a market maker or into an existing
trading market, on an exchange or otherwise, for such paired shares; and
- sales in other ways not involving market makers or established trading
markets, including direct sales to purchasers.
In effecting sales, broker-dealers engaged by the selling stockholders may
arrange for other broker-dealers to participate. Broker-dealers will receive
commissions or other compensation from the selling stockholders in amounts to be
negotiated immediately prior to the sale that will not exceed those customary in
the types of transactions involved. Broker-dealers may also receive compensation
from purchasers of the paired shares which is not expected to exceed that
customary in the types of transactions involved.
To comply with applicable state securities laws, the paired shares will be
sold, if necessary, in such jurisdictions only through registered or licensed
brokers or dealers. In addition, paired shares may not be sold in some states
unless they have been registered or qualified for sale in the state or an
exemption from such registration or qualification requirement is available and
is complied with.
All expenses relating to the offering and sale of the paired shares will be
paid by us, with the exception of commissions, discounts and fees of
underwriters, broker-dealers or agents, taxes of any kind and any legal,
accounting and other expenses incurred by the selling stockholders.
23
<PAGE>
LEGAL MATTERS
Particular legal matters, including the validity of the paired shares of
common stock offered by this prospectus, will be passed upon for us by Goodwin,
Procter & Hoar LLP, Boston, Massachusetts.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference to the Joint Annual Report on
Form 10-K of Meditrust Corporation and Meditrust Operating Company for the year
ended December 31, 1999 have been so incorporated in reliance on the report(s)
of PricewaterhouseCoopers LLP, independent accountants, given on the authority
of said firm as experts in accounting and auditing.
24
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS,
INCORPORATED HEREIN BY REFERENCE OR CONTAINED IN A PROSPECTUS SUPPLEMENT.
NEITHER WE NOR THE SELLING STOCKHOLDERS HAVE AUTHORIZED ANYONE ELSE TO PROVIDE
YOU WITH DIFFERENT OR ADDITIONAL INFORMATION. THE SELLING STOCKHOLDERS ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS, OR
INCORPORATED HEREIN BY REFERENCE, OR IN ANY PROSPECTUS SUPPLEMENT IS ACCURATE AS
OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Prospectus Summary.................... 2
About This Prospectus................. 4
Where You Can Find More Information... 4
Forward-Looking Statements............ 6
The Meditrust Companies............... 8
Description of Common Stock........... 10
Limits on Ownership of Capital
Stock............................... 12
Important Provisions of Delaware Law
and Our Charters and By-laws........ 14
Federal Income Tax Considerations and
Consequences of Your Investment..... 16
The Selling Stockholders.............. 20
Use of Proceeds....................... 22
Plan of Distribution.................. 22
Legal Matters......................... 24
Experts............................... 24
</TABLE>
10,907,971 PAIRED SHARES
THE MEDITRUST COMPANIES
COMMON STOCK
---------------------
PROSPECTUS
---------------------
MARCH __, 2000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated fees and expenses payable by us
in connection with the distribution of the securities registered hereby:
<TABLE>
<S> <C>
Registration Fee............................................ $ 9,540
Legal fees and expenses..................................... 30,000
Accounting fees and expenses................................ 10,000
Printing and duplicating expenses........................... 28,000
Miscellaneous............................................... 12,460
-------
Total....................................................... $90,000
All of the above amounts, except the Registration Fee,
have been estimated and will be borne by the Company.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Amended and Restated Certificates of Incorporation and By-laws provide
that we shall indemnify any person made or threatened to be made a party to an
action or proceeding by reason of the fact that such person is or was a director
or officer of ours, to the fullest extent permitted by the laws of Delaware,
including for breaches of fiduciary duty. The Delaware General Corporation Law
allows indemnification for expenses incurred in actions brought by or in the
right of the corporation (commonly referred to as derivative actions), upon a
determination by the corporation that such person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, except that a corporation may not indemnify such
person if he or she was adjudged to be liable to the corporation. However, the
Court of Chancery or the court in which the derivative action was brought may
determine that despite such adjudication of liability, such person is entitled
to indemnity by the corporation for such expenses as the court deems proper.
In non-derivative actions, the Delaware General Corporation Law permits, in
addition to indemnification against expenses, indemnification against judgments,
fines and amounts paid in settlement, upon a determination that such person
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation, and with respect to any criminal
proceeding, that such person had no reasonable cause to believe the person's
conduct was unlawful.
The determination as to whether to indemnify a person who is a director or
officer at the time of such determination, shall be made by a majority of the
disinterested directors, by a committee of disinterested directors, by
independent legal counsel in a written opinion, or by the stockholders.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
--------------------- ----------- ----------------
<S> <C> <C>
4.1 Amended and Restated Certificate of Incorporated by reference to Annex A of
Incorporation of Meditrust Corporation the Joint Proxy Statement on Schedule
filed with the Secretary of State of 14A filed on April 22, 1999.
Delaware on June 21, 1999.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
--------------------- ----------- ----------------
<S> <C> <C>
4.2 Amended and Restated Certificate of Incorporated by reference to Annex B of
Incorporation of Meditrust Operating the Joint Proxy Statement on Schedule
Company filed with the Secretary of 14A filed on April 22, 1999.
State of Delaware on June 21, 1999.
4.3 By-Laws of Meditrust Corporation, as Incorporated by reference to Exhibit 3.5
amended and restated on February 27, to the Joint Registration Statement on
1998. Form S-4 of Meditrust Corporation and
Meditrust Operating Company filed
March 27, 1998.
4.4 By-Laws of Meditrust Operating Company, Incorporated by reference to Exhibit 3.6
as amended and restated on February 27, to the Joint Registration Statement on
1998. Form S-4 of Meditrust Corporation and
Meditrust Operating Company filed
March 27, 1998.
4.5 Registration Rights Agreement, dated as Incorporated by reference to Exhibit
of January 3, 1998, by and between 10.3 to the Joint Current Report on Form
Meditrust Corporation, Meditrust 8-K for Meditrust Corporation and
Operating Company and the selling Meditrust Operating Company filed
stockholders. January 8, 1998.
4.6 Letter dated April 30, 1998 by Meditrust Previously filed.
Corporation and Meditrust Operating
Company agreeing to amend the
Registration Rights Agreement dated as
of January 3, 1998, by and between
Meditrust Corporation, Meditrust
Operating Company and the selling
stockholders.
4.7 Amendment dated September 15, 1999 to Previously filed.
the Registration Rights Agreement, by
and between Meditrust Corporation,
Meditrust Operating Company and the
selling stockholders.
4.8 Stockholders Agreement dated as of Incorporated by reference to Exhibit
January 3, 1998, among Meditrust 10.2 to the Joint Current Report on Form
Corporation, Meditrust Operating 8-K for Meditrust Corporation and
Company, certain stockholders of La Meditrust Operating Company filed
Quinta Inns, Inc. and, solely for the January 8, 1998.
purposes of Section 3.6 thereof, La
Quinta Inns, Inc.
4.9 First Amendment to Shareholders Incorporated by reference to Annex D-1
Agreement, dated as of April 30, 1998, to the Joint Proxy Statement/Prospectus
by and among Meditrust Corporation, on Form S-4/A of Meditrust Corporation
Meditrust Operating Company, certain and Meditrust Operating Company filed
stockholders of La Quinta Inns, Inc. May 18, 1998.
and, solely for the purposes of Section
3.6 thereof, La Quinta Inns, Inc.
5.1 Opinion of Goodwin, Procter & Hoar LLP Previously filed.
as to the legality of the securities
being registered.
8.1 Opinion of Goodwin, Procter & Hoar LLP Previously filed.
as to certain tax matters.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
--------------------- ----------- ----------------
<S> <C> <C>
23.1 Consent of Goodwin, Procter & Hoar LLP. Included as part of Exhibits 5.1 and 8.1
hereto.
23.2 Consent of PricewaterhouseCoopers LLP. Filed herewith.
24.1 Power of Attorney for Meditrust Previously filed.
Corporation.
24.2 Power of Attorney for Meditrust Previously filed.
Operating Company.
99.1 Letter Agreement by and among David F. Incorporated by reference to Exhibit
Benson, Meditrust Corporation and 99.2 to the Joint Current Report on Form
Meditrust Operating Company, dated 8-K for Meditrust Corporation and
January 28, 2000. Meditrust Operating Company filed
February 1, 2000.
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this joint registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any acts or events arising after the
effective date of the joint registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the joint registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low
or high end of the estimated offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective joint registration
statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the joint registration
statement or any material change to such information in the
registration statement;
PROVIDED HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrants pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the joint registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new joint registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial BONA FIDE offering thereof; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
II-3
<PAGE>
(b) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrants' annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
joint registration statement shall be deemed to be a new joint registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial BONA FIDE
offering thereof.
(c) The undersigned registrants hereby undertake to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act
of 1934; and, where interim financial information required to be presented
by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial
information.
(d) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrants of expenses incurred or paid by a director, officer or
controlling person of the registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrants will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(e) The undersigned registrants hereby undertake that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of this joint registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this joint registration statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new joint registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.
II-4
<PAGE>
MEDITRUST CORPORATION SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Meditrust
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing of Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Needham Heights, Commonwealth of Massachusetts,
as of February 29, 2000.
<TABLE>
<S> <C> <C>
MEDITRUST CORPORATION
By: /s/ MICHAEL S. BENJAMIN
-----------------------------------------
Michael S. Benjamin
Senior Vice President, General
Counsel and Secretary
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman of the Board of Directors
--------------------------------- February 29, 2000
Clive D. Bode
* Chief Executive Officer
--------------------------------- (Principal Executive Officer) February 29, 2000
William G. Byrnes
* Chief Financial Officer
--------------------------------- (Principal Financial and February 29, 2000
Laurie T. Gerber Principal Accounting Officer)
* Director
--------------------------------- February 29, 2000
Stephen E. Merrill
* Director
--------------------------------- February 29, 2000
Edward W. Brooke
* Director
--------------------------------- February 29, 2000
John C. Cushman, III
* Director
--------------------------------- February 29, 2000
James P. Conn
</TABLE>
<TABLE>
<S> <C> <C>
*By: /s/ MICHAEL S. BENJAMIN
-------------------------------------------
Michael S. Benjamin
Attorney-in-fact
</TABLE>
II-5
<PAGE>
MEDITRUST OPERATING COMPANY SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Meditrust
Operating Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing of Form S-3 and has duly caused this
joint registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Needham Heights, Commonwealth of
Massachusetts, as of February 29, 2000.
<TABLE>
<S> <C> <C>
MEDITRUST OPERATING COMPANY
By: /s/ WILLIAM C. BAKER
-----------------------------------------
William C. Baker
President
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this joint
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman of the Board of Directors
--------------------------------- February 29, 2000
Clive D. Bode
/s/ WILLIAM C. BAKER President and Director
--------------------------------- (Principal Executive Officer) February 29, 2000
William C. Baker
* Principal Financial and
--------------------------------- Principal Accounting Officer February 29, 2000
Laurie T. Gerber
* Director
--------------------------------- February 29, 2000
Stephen E. Merrill
* Director
--------------------------------- February 29, 2000
Edward W. Brooke
* Director
--------------------------------- February 29, 2000
William G. Byrnes
</TABLE>
<TABLE>
<S> <C> <C>
*By: /s/ WILLIAM C. BAKER
-----------------------------------------
William C. Baker
Attorney-in-fact
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
--------------------- ----------- ----------------
<S> <C> <C>
4.1 Amended and Restated Certificate of Incorporated by reference to Annex A of
Incorporation of Meditrust Corporation the Joint Proxy Statement on Schedule
filed with the Secretary of State of 14A filed on April 22, 1999.
Delaware on June 21, 1999.
4.2 Amended and Restated Certificate of Incorporated by reference to Annex B of
Incorporation of Meditrust Operating the Joint Proxy Statement on Schedule
Company filed with the Secretary of 14A filed on April 22, 1999.
State of Delaware on June 21, 1999.
4.3 By-Laws of Meditrust Corporation, as Incorporated by reference to Exhibit 3.5
amended and restated on February 27, to the Joint Registration Statement on
1998. Form S-4 of Meditrust Corporation and
Meditrust Operating Company filed
March 27, 1998.
4.4 By-Laws of Meditrust Operating Company, Incorporated by reference to Exhibit 3.6
as amended and restated on February 27, to the Joint Registration Statement on
1998. Form S-4 of Meditrust Corporation and
Meditrust Operating Company filed
March 27, 1998.
4.5 Registration Rights Agreement, dated as Incorporated by reference to Exhibit
of January 3, 1998, by and between 10.3 to the Joint Current Report on Form
Meditrust Corporation, Meditrust 8-K for Meditrust Corporation and
Operating Company and the selling Meditrust Operating Company filed
stockholders. January 8, 1998.
4.6 Letter dated April 30, 1998 by Meditrust Previously filed.
Corporation and Meditrust Operating
Company agreeing to amend the
Registration Rights Agreement dated as
of January 3, 1998, by and between
Meditrust Corporation, Meditrust
Operating Company and the selling
stockholders.
4.7 Amendment dated September 15, 1999 to Previously filed.
the Registration Rights Agreement, by
and between Meditrust Corporation,
Meditrust Operating Company and the
selling stockholders.
4.8 Stockholders Agreement dated as of Incorporated by reference to Exhibit
January 3, 1998, among Meditrust 10.2 to the Joint Current Report on Form
Corporation, Meditrust Operating 8-K for Meditrust Corporation and
Company, certain stockholders of La Meditrust Operating Company filed
Quinta Inns, Inc. and, solely for the January 8, 1998.
purposes of Section 3.6 thereof, La
Quinta Inns, Inc.
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
--------------------- ----------- ----------------
<S> <C> <C>
4.9 First Amendment to Shareholders Incorporated by reference to Annex D-1
Agreement, dated as of April 30, 1998, to the Joint Proxy Statement/Prospectus
by and among Meditrust Corporation, on Form S-4/A of Meditrust Corporation
Meditrust Operating Company, certain and Meditrust Operating Company filed
stockholders of La Quinta Inns, Inc. May 18, 1998.
and, solely for the purposes of Section
3.6 thereof, La Quinta Inns, Inc.
5.1 Opinion of Goodwin, Procter & Hoar LLP Previously filed.
as to the legality of the securities
being registered.
8.1 Opinion of Goodwin, Procter & Hoar LLP Previously filed.
as to certain tax matters.
23.1 Consent of Goodwin, Procter & Hoar LLP. Included as part of Exhibits 5.1 and 8.1
hereto.
23.2 Consent of PricewaterhouseCoopers LLP. Filed herewith.
24.1 Power of Attorney of Meditrust Previously filed.
Corporation.
24.2 Power of Attorney of Meditrust Operating Previously filed.
Company.
99.1 Letter Agreement by and among David F. Incorporated by reference to Exhibit
Benson, Meditrust Corporation and 99.2 to the Joint Current Report on Form
Meditrust Operating Company, dated 8-K for Meditrust Corporation and
January 28, 2000. Meditrust Operating Company filed
February 1, 2000.
</TABLE>
II-8
<PAGE>
EXHIBIT 23.2
[LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated February 2, 2000 relating to the
financial statements and the financial statement schedules, which appear in
Meditrust Corporation's and Meditrust Operating Company's Joint Annual Report
on Form 10-K for the year ended December 31, 1999. We also consent to the
reference to us under the heading "Experts" in such Joint Registration
Statement.
/s/ PricewaterhouseCoopers LLP
February 29, 2000
