UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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)
SEPTEMBER 23, 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 [ ].
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MEDITRUST
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Do Not (a) [ ]
Type In This Cell (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 1,255,076
9 SOLE DISPOSITIVE POWER
EACH
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
1,255,076
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)
9.7% (SEE ITEM 5)
14 TYPE OF REPORTING PERSON
MASSACHUSETTS BUSINESS TRUST (00)
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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,255,076
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
1,255,076
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)
9.7% (SEE ITEM 5)
14 TYPE OF REPORTING PERSON
MASSACHUSETTS BUSINESS TRUST (00)
This Amendment No. 3 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 and by a filing made by Meditrust
and Meditrust Acquisition Company ("New MAC"), a wholly-owned subsidiary of
Meditrust, on June 20, 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. 3 is being filed to report the purchase
by New MAC, on September 23, 1997, of 1,255,076 paired shares of Common
Stock, par value $.10 per share of Santa Anita ("Paired Shares"), in
satisfaction of MAC's obligation under the Third Amended and Restated
Agreement and Plan of Merger, dated as of April 13, 1997, between Santa
Anita, Meditrust and New MAC (the "Third Amended Agreement").1
ITEM 3. SOURCE AND USES OF FUNDS
Item 3 of the Amended 13D is hereby supplemented with the
following paragraph:
As more fully described in Item 4 below, on September 23, 1997,
in satisfaction of its obligation under the Third Amended Agreement,
New MAC purchased from Santa Anita 1,255,076 Paired Shares, at $31.00
per Paired Share, for an aggregate purchase price of $38,907,356. The
funds with which New MAC purchased the Paired Shares were transferred
by Meditrust to New MAC pursuant to the terms of the Third Amended
Agreement. Such funds were from Meditrust's available working
capital.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Amended 13D is hereby amended and supplemented with
the following paragraph:
The Third Amended Agreement requires that, prior to the record
date (the "Record Date") for the Santa Anita shareholder meetings (the
"Santa Anita Shareholders' Meetings") called for the purpose of
approving the mergers contemplated by such Agreement, New MAC purchase
from Santa Anita, at $31.00 per Paired Share, such number of Paired
Shares that would result in New MAC and Meditrust owning, in the
aggregate, pursuant to the constructive ownership rules of the
Internal Revenue Code of 1986, as amended, 9.8% of the number of
Paired Shares issued and outstanding immediately after the
consummation of such purchase. On September 23, 1997, Santa Anita set
October 3, 1997 as the Record Date for the Santa Anita Shareholders'
______________________________
1 The Third Amended Agreement, which was executed on September 19, 1997,
contains certain technical amendments to Second Amended and Restated
Merger Agreement, which is described in the amendment to the Original
13D filed on June 20, 1997.
Meetings scheduled to be held on November 5, 1997 and, in satisfaction
of its obligation under the Third Amended Agreement, New MAC purchased
from Santa Anita 1,255,076 Paired Shares, at $31.00 per Paired Share,
for an aggregate purchase price of $38,907,356.
ITEM 5. 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 September 24, 1997, New MAC beneficially owned, and
Meditrust, by reason of the ownership by New MAC of Paired Shares, may
be deemed to beneficially own, 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 9.6% 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 9.7% of the issued and outstanding Operating
Common Stock.
Other than as described herein, 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 currently owns any
shares of Realty Common Stock or Operating Common Stock.
(b) As of September 24, 1997, New MAC and Meditrust shared the
power to vote in respect of, and direct the disposition of, the
1,255,076 Paired Shares held by New MAC.
To the best of Meditrust's and New MAC's knowledge, except in
their capacity as officers and directors of Meditrust and/or New MAC,
as applicable, none of the individuals named in Schedule I of the
Original 13D currently has 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 herein, 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) Inapplicable
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2 These percentages are based on there being 13,057,201 shares of Realty
Common Stock, and 13,006,900 shares of Operating Common Stock, issued
and outstanding as of September 23, 1997. As of September 24, 1994,
New MAC held 9.7% (rather than 9.8%) of the issued and outstanding
Paired Shares by reason of the fact that Santa Anita issued additional
Paired Shares after the consummation on September 24, 1997 of New
MAC's purchase of Paired Shares.
SIGNATURE
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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: September 25, 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
