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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Balanced Care Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
057630105
(CUSIP Number)
June 30, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ X / Rule 13d-1(c)
/ / Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP Number: 057630105
1. Name of Reporting Person: Meditrust Corporation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
Number of 5. Sole Voting Power: None
Shares
Beneficially 6. Shared Voting Power: 1,086,179
Owned By
Each 7. Sole Dispositive Power: None
Reporting
Person With 8. Shared Dispositive Power: 1,086,179
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,086,179
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / /
11. Percent of Class Represented by Amount in Row (9): 6.5%
12. Type of Reporting Person: CO
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CUSIP Number: 057630105
1. Name of Reporting Person: Meditrust Mortgage Investments, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
Number of 5. Sole Voting Power: None
Shares
Beneficially 6. Shared Voting Power: 796,436
Owned By
Each 7. Sole Dispositive Power: None
Reporting
Person With 8. Shared Dispositive Power: 796,436
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 796,436
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / /
11. Percent of Class Represented by Amount in Row (9): 4.8%
12. Type of Reporting Person: CO
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CUSIP Number: 057630105
1. Name of Reporting Person: New Meditrust Company LLC
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
Number of 5. Sole Voting Power: None
Shares
Beneficially 6. Shared Voting Power: 289,743
Owned By
Each 7. Sole Dispositive Power: None
Reporting
Person With 8. Shared Dispositive Power: 289,743
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 289,743
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / /
11. Percent of Class Represented by Amount in Row (9): 1.7%
12. Type of Reporting Person: OO
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ITEM 1.
(a) Name of Issuer
Balanced Care Corporation
(b) Address of Issuer's Principal Executive Offices
1215 Manor Drive
Mechanicsburg, PA 17055
ITEM 2.
(a) Name of Person Filing
Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the "Act"), the undersigned hereby files this
Schedule 13G Statement on behalf of Meditrust Corporation
("Meditrust"), Meditrust Mortgage Investments, Inc. ("MMI") and
New Meditrust Company LLC, successor by merger to Meditrust
Acquisition Corporation II ("NMC"). Meditrust, MMI and NMC are
sometimes hereinafter collectively referred to as the "Item 2
Persons." The Item 2 Persons are making this single, joint filing
because they may be deemed to constitute a "group" within the
meaning of Section 13(d)(3) of the Act, although neither the fact
of this filing nor anything contained herein shall be deemed to
be an admission by the Item 2 Persons that such a group exists.
(b) Address of Principal Business Office or, if none, Residence
The principal business office for each of Meditrust, MMI and NMC
is 197 First Avenue, Suite 300, Needham, MA 02494.
(c) Citizenship
Each of Meditrust, MMI and NMC is a Delaware organization.
(d) Title of Class of Securities
Common stock, $.001 par value ("Common Stock")
(e) CUSIP Number
057630105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b), OR
13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
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(c) / / Insurance Company as defined in section 3(a)(19) of the Act
(d) / / Investment Company registered under section 8 of the
Investment Company Act
(e) / / Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f) / / Employee Benefit Plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G)
(h) / / Savings Association as defined in section 3(b) of the Federal
Deposit Insurance Act
(i) / / Church Plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this box. /X/
ITEM 4. OWNERSHIP
(a) - (b)
The aggregate number of shares of Common Stock that Meditrust
owns beneficially, pursuant to Rule 13d-3 of the Act, is
1,086,179 (which number includes 796,436 shares of Common Stock
beneficially owned by MMI and 289,743 shares of Common Stock
beneficially owned by NMC), which constitutes approximately 6.5%
of the outstanding shares of Common Stock.***
The aggregate number of shares of Common Stock that MMI owns
beneficially, pursuant to Rule 13d-3 of the Act, is 796,436
(which shares of Common Stock are included in the number of
shares of Common Stock beneficially owned by Meditrust), which
constitutes approximately 4.8% of the outstanding shares of
Common Stock.
The aggregate number of shares of Common Stock that NMC owns
beneficially, pursuant to Rule 13d-3 of the Act, is 289,743
(which shares of Common Stock are included in the number of
shares of Common Stock beneficially owned by Meditrust), which
constitutes approximately 1.7% of the outstanding shares of
Common Stock.
(c)
Meditrust has the shared power to vote or to direct the vote and
to dispose or direct the disposition of 1,086,179 shares of
Common Stock (which number includes 796,436 shares of Common
Stock beneficially owned by MMI and 289,743 shares of Common
Stock beneficially owned by NMC).***
MMI has the shared power to vote or to direct the vote and to
dispose or direct the disposition of 796,436 shares of Common
Stock (which shares of Common Stock are included in the number of
shares of Common Stock beneficially owned by Meditrust).
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NMC has the shared power to vote or to direct the vote and to
dispose or direct the disposition of 289,743 shares of Common
Stock (which shares of Common Stock are included in the number of
shares of Common Stock beneficially owned by Meditrust).
*** By virtue of the corporate relationships between Meditrust, MMI
and NMC, Meditrust may be deemed to possess indirect beneficial
ownership of shares beneficially owned directly by its
subsidiaries. The power to vote and to dispose of shares may be
deemed to be shared between Meditrust and its subsidiaries due to
their corporate relationships.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
This Schedule 13G Statement is being filed on behalf of each of
Meditrust, MMI and NMC pursuant to Rules 13d-1(c) and
13d-1(k)(1). The identity of each of Meditrust, MMI and NMC is
set forth in Item 2(a) hereof. The agreement required by Rule
13d- 1(k)(1)(iii) is attached hereto as Exhibit 99.1.
ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of such securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated:
MEDITRUST CORPORATION
By: /s/ Michael S. Benjamin
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Name: Michael S. Benjamin
Title: Senior Vice President
MEDITRUST MORTGAGE
INVESTMENT, INC.
By: /s/ Michael S. Benjamin
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Name: Michael S. Benjamin
Title: Senior Vice President
NEW MEDITRUST COMPANY LLC,
By: Meditrust Healthcare Corporation,
its manager member
By: /s/ Michael S. Benjamin
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Name: Michael S. Benjamin
Title: Senior Vice President
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Exhibit 99.1
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities Exchange Act of 1934, as amended, the
undersigned agrees that the statement to which this Exhibit is attached is filed
on behalf of each of them in the capacities set forth below.
MEDITRUST CORPORATION
By: /s/ Michael S. Benjamin
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Name: Michael S. Benjamin
Title: Senior Vice President
MEDITRUST MORTGAGE
INVESTMENTS, INC.
By: /s/ Michael S. Benjamin
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Name: Michael S. Benjamin
Title: Senior Vice President
NEW MEDITRUST COMPANY LLC,
By: Meditrust Healthcare Corporation,
its manager member
By: /s/ Michael S. Benjamin
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Name: Michael S. Benjamin
Title: Senior Vice President
