- --------------------------------------------------------------------------------
OMB APPROVAL
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
OMB number 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per response . . .14.90
- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Meditrust Corp.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock - Paired Shares
- --------------------------------------------------------------------------------
(Title Of Class of Securities)
58501T306
- --------------------------------------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement. (A
fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7).
*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 the disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
-----------------------------------------------------------------------------
CUSIP NO. 58501T306 13G PAGE 2 OF 8 PAGES
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a)
(b)
-------
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF None
--------------------------------------------------------
--------------------------------------------------------
SHARES BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
8,415,000
--------------------------------------------------------
--------------------------------------------------------
7 SOLE DISPOSITIVE POWER
REPORTING PERSON WITH
None
--------------------------------------------------------
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
8,415,000
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,415,000
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC, CO
-----------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
-----------------------------------------------------------------------------
CUSIP NO. 58501T306 13G PAGE 3 OF 8 PAGES
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch International
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a)
(b)
-------
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
England
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF None
--------------------------------------------------------
--------------------------------------------------------
SHARES BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
8,415,000
--------------------------------------------------------
--------------------------------------------------------
7 SOLE DISPOSITIVE POWER
REPORTING PERSON WITH
None
--------------------------------------------------------
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
8,415,000
-----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,415,000
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
BD, CO
-----------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
Item 1 (a) Name of Issuer:
Meditrust Corp. (the "Company")
Item 1 (b) Address of Issuer's Principal Executive Offices:
197 First Ave.
Suite 300
Needham Heights, MA 02194
Item 2 (a) Names of Person Filing:
Merrill Lynch & Co., Inc. ("ML&Co.")
Item 2 (b) Address of Principal Business Office, or,
if None, Residence:
Merrill Lynch & Co., Inc.
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Item 2 (c) Citizenship:
See Item 4 of Cover Pages
Item 2 (d) Title of Class of Securities:
See Cover Page
Item 2 (e) CUSIP Number:
See Cover Page
Item 3
Merrill Lynch & Co., Inc. is a parent holding company in accordance with
Rule 13d-1(b)(1)(ii)(G). Merrill Lynch International ("MLI"), a London-based
broker-dealer in securities, is a member the International Securities Markets
Association and its activities are regulated by the U.K. Securities and Futures
Authority Limited and the London Stock Exchange.
Item 4 Ownership
(a) Amount Beneficially Owned: See Item 9 of Cover Pages. Pursuant to ss.
240.13d-4, ML&Co. and MLI disclaim beneficial ownership of the securities of the
Company referred to herein, and the filing of this Schedule 13G shall not be
construed as an admission that any such entity is, for the purposes of Section
13(d) or 13(g) of the Act, the beneficial owner of any securities of the Company
covered by this statement, other than certain securities of the Company held in
MLI proprietary accounts.
Page 4 of 8 Pages
<PAGE>
(b) Percent of Class
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote
See Item 6 of Cover Pages
(iii) sole power to dispose or to direct the
disposition of
See Item 7 of Cover Pages
(iv) shared power to dispose or to direct the
disposition of
See Item 8 of Cover Pages
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.
MLI, a reporting person on this Schedule G, has an
interest that relates to more than 5% of the class of
securities reported herein.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
The relevant subsidiary of ML&Co. is Merrill Lynch
International, a London based broker-dealer in securities
which provides its customers with general investment banking,
advisory, dealing and corporate finance services, organized
under the laws of England and Wales. Merrill Lynch
International is an indirect wholly owned subsidiary of ML&Co.
and is the beneficial owner of 5.6% of the common stock of
Meditrust Corp.
Item 8 Identification and Classification of Members of the Group.
Not Applicable
Item 9 Notice of Dissolution of Group
Not Applicable
Page 5 of 8 Pages
<PAGE>
Item 10 Certification
By signing below the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
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.
Date: February 16, 1999
Merrill Lynch & Co., Inc.
By: /s/Andrea Lowenthal
Name: Andrea Lowenthal
Title: Attorney-in-Fact*
Date: February 16, 1999
Merrill Lynch International
By: /s/ John J. McDermott, Jr.
Name: John J. McDermott, Jr.
Title: Attorney-in-Fact**
* Executed pursuant to a Power of Attorney dated November 17, 1995, a copy of
which is attached hereto as Exhibit A.
** Executed pursuant to a Power of Attorney dated February 16, 1999, a copy of
which is attached hereto as Exhibit B.
<PAGE>
Exhibit A to Schedule 13G
Power of Attorney
The undersigned, Merrill Lynch & Co., Inc. (the "Corporation"), a corporation
duly organized under the laws of Delaware, with its principal place of business
at World Financial Center, North Tower, 250 Vesey Street, New York, New York
10281 does hereby make, constitute and appoint Richard B. Alsop, Richard D.
Kreuder, Andrea Lowenthal, Gregory T. Russo, or any other individual from time
to time elected or appointed as secretary or an assistant secretary of the
Corporation, acting severally, each of whose address is Merrill Lynch & Co.,
Inc., World Financial Center, North Tower, 250 Vesey Street, New York, New York
10281, as its true and lawful attorneys-in-fact, for it and in its name, place
and stead (i) to execute on behalf of the Corporation and cause to be filed
and/or delivered, as required under Section 13(d) of the Securities Exchange Act
of 1934 (the "Act") and the regulations thereunder, any number, as appropriate,
of original, copies, or electronic filings of the Securities and Exchange
Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports (together
with any amendments and joint filing agreements under Rule 13d-1(f) (1) of the
Act, as may be required thereto) to be filed and/or delivered with respect to
any equity security (as defined in Rule 13d-1(d) under the Act) beneficially
owned by the undersigned and which must be reported by the undersigned pursuant
to Section 13(d) of the Act and the regulations thereunder, (ii) to execute on
behalf of the Corporation and cause to be filed and /or delivered, any number,
as appropriate, of original, copies or electronic filings of any forms
(including without limitation), Securities and Exchange Commission Forms 3, 4
and 5) required to be filed pursuant to Section 16 (a) of the Act and the
regulations thereunder, and (iii) generally to take such other actions and
perform such other things necessary to effectuate the foregoing as fully in all
respects as if the undersigned could do if personally present. This Power of
Attorney shall remain in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney, this 17th day of November 1995.
MERRILL LYNCH & CO., INC.
By: /s/ David H. Komansky
Name: David H. Komansky
Title: President and Chief Operating Officer
<PAGE>
Exhibit B to Schedule 13G
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, MERRILL LYNCH
INTERNATIONAL, a company organised and existing under the laws of England and
Wales, with its registered office at Ropemaker Place, 25 Ropemaker Street,
London EC2Y 9LY, England (hereinafter referred to as the "Company") hereby
appoints John J. McDermott, Jr. acting singly, with full power and authority on
behalf of and in the name, place and stead of the Company to execute and cause
to be filed and/or delivered, as required under Section 13(d) of the Securities
and Exchange Act of 1934 (the "Act") and the regulations thereunder, any number,
as appropriate, of original, copies or electronic filings of the U.S. Securities
and Exchange Commission Schedule 13D or Schedule 13G Beneficial Ownership
Reports (together with any amendments and joint filing agreements under Rule
13d-1(f)(1) of the Act, as may be required thereto) to be so filed and/or
delivered with respect to any equity security (as defined in Rule 13d-1(d) under
the Act) beneficially owned by the undersigned and which must be reported by the
undersigned pursuant to Section 13(d) of the Act and the regulations thereunder.
By this power, said attorney is hereby granted full power and authority to do
and perform all and every act and thing whatsoever requisite, necessary and
proper to be done in connection with the performance of the foregoing authority,
as fully and to all intents and purposes as the proper officer of the
undersigned might or could do if personally present at the doing hereof. The
undersigned hereby ratifies and confirms all that said attorney shall lawfully
do or cause to be done by virtue hereof.
This Power of Attorney is governed by and shall be construed in accordance with
English law and shall expire on December 31, 1999.
IN WITNESS WHEREOF this instrument has been executed by officers thereunto duly
authorised, and the Common Seal of the Company has been affixed this 16th day of
February 1999.
MERRILL LYNCH INTERNATIONAL
/s/ Costas P. Michaelides /s/ Debra A. Searle
Costas P. Michaelides Debra A. Searle
Director Assistant Company Secretary
