UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
SANTA ANITA REALTY ENTERPRISES, INC.
SANTA ANITA OPERATING COMPANY
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
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(Title of Class of Securities)
8012 09206
8012 12101
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(CUSIP Number)
ABRAHAM D. GOSMAN
MEDITRUST
MEDITRUST ACQUISITION COMPANY
197 FIRST AVENUE
NEEDHAM HEIGHTS, MA 02194-9127
(617) 433-6000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
OCTOBER 3, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box / /.
SCHEDULE 13D
CUSIP No. 8012 09206 Page 2 of 8 Pages
8012 12101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Meditrust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON
Massachusetts Business Trust (00)
SCHEDULE 13D
CUSIP No. 8012 09206 Page 4 of 8 Pages
8012 12101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Meditrust Acquisition Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,255,076
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,255,076
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,255,076
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
14 TYPE OF REPORTING PERSON
Massachusetts Business Trust (00)
This Amendment No. 4 hereby amends and supplements the
Statement on Schedule 13D filed by Meditrust on April 23, 1997, as
amended by a filing made by Meditrust on May 19, 1997, by a filing
made by Meditrust and Meditrust Acquisition Company ("New MAC") on
June 20, 1997 and by a filing made by Meditrust and New MAC on
September 25, 1997 (the Schedule 13D as filed on April 23, 1997 being
referred to as the "Original 13D," and the Original 13D as amended
being referred to as the "Amended 13D"), in respect of the Common
Stock, par value $.10 per share of Santa Anita Realty Enterprises,
Inc. ("Realty") and Santa Anita Operating Company ("Operating" and,
together with Realty, "Santa Anita").
THIS AMENDMENT NO. 4 IS BEING FILED BECAUSE, AS
CONTEMPLATED BY THE THIRD AMENDED AND RESTATED AGREEMENT AND PLAN OF
MERGER, DATED APRIL 13, 1997, BETWEEN SANTA ANITA, MEDITRUST AND NEW
MAC (THE "MERGER AGREEMENT"), MEDITRUST DISTRIBUTED TO ITS
SHAREHOLDERS ALL OF THE SHARES OF NEW MAC, A SUBSIDIARY OF MEDITRUST.
EACH SHARE OF NEW MAC DISTRIBUTED WILL TRADE ON A "PAIRED" BASIS WITH
A SHARE OF MEDITRUST. THIS DISTRIBUTION WAS MADE, AS CONTEMPLATED BY
THE MERGER AGREEMENT, TO FACILITATE THE ANTICIPATED MERGER WITH SANTA
ANITA. BY REASON OF THE DISTRIBUTION, MEDITRUST NO LONGER HAS A
BENEFICIAL INTEREST IN 1,255,076 PAIRED SHARES OF COMMON STOCK, PAR
VALUE $.10 PER SHARE OF SANTA ANITA ("PAIRED SHARES"), HELD DIRECTLY
BY NEW MAC.
ITEM 3. PURPOSE OF TRANSACTION
Item 4 of the Amended 13D is hereby amended and
supplemented with the following paragraph:
On October 2, 1997, pursuant to its rights under the
Merger Agreement, Meditrust designated unaffiliated persons who
purchased from Santa Anita 650,000 Paired Shares, in the aggregate, at
a purchase price of $31 per Paired Share.
On October 3, 1997, Meditrust distributed to its
shareholders all of the outstanding shares of New MAC as contemplated
by the Merger Agreement. Accordingly, Meditrust, which, by
reason of its holding all of the outstanding shares of New MAC, may
have been deemed to have had a beneficial interest in the 1,255,076
Paired Shares held directly by New MAC, no longer has any beneficial
interest in such Paired Shares.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Amended 13D is hereby amended and restated
in its entirety as follows:
(a) As of October 3, 1997, New MAC beneficially owned
1,255,076 shares of the issued and outstanding shares of Common
Stock, par value $.10 per share, of Realty ("Realty Common
Stock"), or approximately 9.2% of the issued and outstanding
Realty Common Stock, and 1,255,076 shares of Common Stock, par
value $.10 per share, of Operating ("Operating Common Stock"),
or approximately 9.2% of the issued and outstanding Operating
Common Stock.(FN1) As of October 3, 1997, Meditrust did not
beneficially own any shares of Realty Common Stock or Operating
Common Stock.
Other than as described in the Amended 13D, as of October
3, 1997, neither Meditrust, New MAC nor, to the best of
Meditrust's and New MAC's knowledge, any of the individuals
named in Schedule I of the Original 13D, owned any shares of
Realty Common Stock or Operating Common Stock.
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1 These percentages are based on there being 13,707,201 shares
of Realty Common Stock, and 13,656,900 shares of Operating
Common Stock, issued and outstanding as of October 3, 1997.
(b) As of October 3, 1997, New MAC had the sole power to
vote in respect of, and direct the disposition of, the 1,255,076
Paired Shares held by it. As of October 3, 1997, Meditrust did
not have the power to vote in respect of, or to direct the
disposition of, any Paired Shares.
To the best of New MAC's knowledge, except in their
capacity as trustees and executive officers of New MAC, as of
October 3, 1997, none of the trustees or executive officers of
New MAC had the power to vote in respect of, or direct the
disposition of, any shares of Realty Common Stock or Operating
Common Stock.
To the best of Meditrust's knowledge, as of October 3,
1997, none of the trustees or executive officers of Meditrust
named in Schedule I of the Original 13D had the power to vote in
respect of, or direct the disposition of, any shares of Realty
Common Stock or Operating Common Stock.
(c) Other than as described in the Amended 13D, neither
Meditrust, New MAC nor, to the best of New MAC's and Meditrust's
knowledge, any of the individuals named in Schedule I of the
Original 13D, has effected any transaction in the Realty Common
Stock or Operating Common Stock during the past 60 days.
(d) Inapplicable
(e) As described herein, on October 3, 1997, Meditrust
ceased to be the beneficial owner of any shares of Realty Common
Stock or Operating Common Stock.
SIGNATURE
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
Dated: October 7, 1997 MEDITRUST
By: \s\ Michael S. Benjamin
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Name: Michael S. Benjamin
Title: Senior Vice President
and Secretary
MEDITRUST ACQUISITION COMPANY
By: \s\ Michael S. Benjamin
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Name: Michael S. Benjamin
Title: Secretary
