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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MEDITRUST
(Exact name of registrant as specified in its charter)
Massachusetts 04-6532031
(State of incorporation or organization) (I.R.S. Employer Identification No.)
128 Technology Center, Waltham, MA 02154
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section l2(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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7.5% Convertible Debentures New York Stock Exchange
Due March 1, 2001
Securities to be registered pursuant to Section 12(g) of the Act:
None
THIS MANUALLY SIGNED, SEQUENTIALLY NUMBERED ORIGINAL CONTAINS 11 PAGES.
THE EXHIBIT INDEX IS LOCATED ON PAGE 4.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Incorporated by reference from the sections of the prospectus and
prospectus supplement entitled "Description of Debt Securities" and
"Description of Debentures," respectively, which are contained in Meditrust's
Registration Statement on Form S-3 (File No. 33-50835), as amended.
ITEM 2. EXHIBITS
List below all exhibits filed as a part of the registration statement:
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<CAPTION>
Method of
Exhibit No. Title Filing
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<S> <C> <C>
4.1 Form of Indenture of Incorporated by
Trust between reference to
Meditrust and Shawmut Exhibit 4.1 to the
Bank, N.A. Registration Statement on Form
S-3 (File No. 33-55386).
4.2 Form of Convertible Filed herewith.
Debenture
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on behalf by the undersigned, thereto duly authorized.
(Registrant) MEDITRUST
By:/s/ Michael S. Benjamin
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Michael S. Benjamin
Senior Vice President
Date: March 3, 1994
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EXHIBIT INDEX
Exhibit No. Title Page
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4.2 Form of Convertible 5
Debenture
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EXHIBIT 4.2
FORM OF CONVERTIBLE DEBENTURE
MEDITRUST
7.5% Convertible Debenture Due March 1, 2001
MEDITRUST, a Massachusetts business trust, promises to pay to
S P E C I M E N
7.5% 7.5%
DUE March 1, 2001 DUE March 1, 2001
or registered assigns, the principal sum of Dollars, on
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Interest Payment Dates: March 1 and September 1
Record Dates: February 15 and August 15
Additional provisions of this Security are set forth on the reverse
side of this Security. Dated:
MEDITRUST
By: By:
Secretary President
CERTIFICATE OF AUTHENTICATION
SHAWMUT BANK, N.A.,
as Trustee, certifies that this
is one of the Securities referred
to in the within mentioned Indenture.
By:
Authorized Officer SEAL
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MEDITRUST
7.5% Convertible Debentures Due March 1, 2001
1. INTEREST. Meditrust, a Massachusetts business trust (the
"Company"), promises to pay interest on the principal amount of this Security
at the rate per annum shown above. The Company will pay interest semiannually
on March 1 and September 1 of each year beginning September 1, 1994. Interest
on the Securities will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from March 1, 1994 provided that,
if there is no existing Default in the payment of interest, and if this
Security is authenticated between a record date referred to on the face hereof
and the next succeeding interest payment date, interest shall accrue from such
interest payment date. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.
2. METHOD OF PAYMENT. The Company will pay interest on the
Securities (except defaulted interest) to the persons who are the registered
Holders of the Securities at the close of business on the February 15 or August
15 next preceding the interest payment date. Holders must surrender Securities
to a Paying Agent to collect principal payments. The Company will pay
principal and interest in money of the United States that at the time of
payment is legal tender for payment of public and private debts. The Company
however may pay principal and interest by its check payable in such money. It
may mail an interest check to a Holder's registered address.
3. REGISTRAR AND AGENTS. Initially, Shawmut Bank, N.A. will act
as Registrar, Paying Agent, Conversion Agent and agent for service of notices
and demands. The Company may change any Registrar, coregistrar, Paying Agent,
Conversion Agent and agent for service of notices and demands without notice.
The Company or any of its Subsidiaries may act as Paying Agent or Conversion
Agent. The address of Shawmut Bank, N.A. is One Federal Street, Boston,
Massachusetts 02211.
4. INDENTURE, LIMITATIONS. The Company issued the Securities as a
series of its securities under an Indenture dated as of March _, 1994 as
supplemented by a supplemental indenture dated as of March _, 1994 (the
"Indentures") between the Company and Shawmut Bank, N.A., as trustee (the
"Trustee"). Capitalized terms herein are used as defined in the Indenture
unless otherwise defined herein. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939 (15 U.S. Code Section Section 77aaa-77bbbb) as
in effect on the date of the Indenture. The Securities are subject to all such
terms, and the Holders of the Securities are referred to the Indenture and said
Act for a statement of such terms.
The Securities are general unsecured obligations of the Company limited to
$90,000,000 principal amount. The Indenture imposes certain limitations on the
ability of the Company to, among other things, make payments in respect of its
shares of beneficial ownership, merge or consolidate with any other Person and
sell, lease, transfer or dispose of its properties or assets.
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5. OPTIONAL REDEMPTION BY THE COMPANY. The Company may, at its
option, redeem the Securities, at 100% of the principal amount thereof, plus
accrued interest to the Redemption Date, as necessary for the company to
continue to qualify for Federal tax treatment as a real estate investment trust
("REIT") under section 856(a)(6) of the Internal Revenue Code. With respect to
redemptions described herein, the Securities will be immediately redeemable, at
the option of and upon notice by the Company to the extent deemed sufficient in
the opinion of the Board of Trustees of the Company to prevent the Holder of
such Securities or any other Person having an interest therein if the
Securities were converted from being deemed to own shares of beneficial
interest in excess of the limits prescribed in Article VI, Section 6.15 of the
Company's Restated Declaration of Trust, as amended. On and after the
Redemption Date, interest ceases to accrue on Securities or portions of them
called for redemption.
6. CONVERSION. A Holder of a Security may convert such Security
into shares of beneficial interest of the Company at any time prior to
redemption or maturity. The initial conversion price is $36.18 per share,
subject to adjustment in certain events. To determine the number of shares
issuable upon conversion of a Security, divide the principal amount to be
converted by the conversion price in effect on the conversion date. The
Company will deliver a check for any fractional share.
To convert a Security, a Holder must (1) complete and sign the
conversion notice on the back of the Security, (2) surrender the Security to
the Conversion Agent, (3) furnish appropriate endorsements and transfer
documents if required by the Registrar or Conversion Agent and (4) pay any
transfer or similar tax if required. No payment or adjustment is to be made on
conversion for interest accrued hereon or for dividends on shares of beneficial
interest issued on conversion provided, however, that if a Security is
surrendered for conversion after the record date for a payment of interest and
on or before the interest payment date, then, notwithstanding such conversion,
the interest falling due to such interest payment date will be paid to the
Person in whose name the Security is registered at the close of business on
such record date and any security surrendered for conversion during the period
from the close of business on any regular record payment date to the opening of
business on the corresponding interest payment date must be accompanied by
payment of an amount equal to the interest payable on such interest payment
date. A Holder may convert a portion of a Security if the portion is $1,000
principal amount or an integral multiple thereof.
If the Company is a party to a consolidation or merger or a transfer
or lease of all or substantially all of its assets, the right to convert a
Security into shares of beneficial interest may be changed into a right to
convert it into securities, cash or other assets of the Company or another
Person.
Notwithstanding the foregoing, a Holder may not convert any Security,
and such Security shall not be convertible by any Holder, if as a result of
such conversion any Person would then be deemed to own shares of beneficial
interest in excess of the limits prescribed in Article VI, Section 6.15 of the
Restated Declaration of Trust, as amended, of the Company. The Company will
furnish a copy of said Section 6.15 and of other applicable provisions of its
Declaration of
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Trust relating to certain restrictions on transfer of its shares of beneficial
interest and on Company rights to redeem shares of beneficial interest to any
Holder upon request and without charge.
7 . DENOMINATIONS, TRANSFER, EXCHANGE. This Security is one of a
duly authorized issue of Securities of the Company designated as its 7.5%
Convertible Debentures due March 1, 2001 limited in aggregate principal amount
to $90,000,000. The Securities are in registered form without coupons in
denominations of $1,000 principal amount and integral multiples thereof. A
Holder may register the transfer of or exchange Securities in accordance with
the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes
and fees required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Securities selected for redemption or
register the transfer of or exchange any Securities for a period of 15 days
before a selection of Securities to be redeemed.
8 . PERSONS DEEMED OWNERS. The registered Holder of a Security
may be treated as the owner of it for all purposes.
9 . UNCLAIMED MONEY. If money for the payment of principal or
interest on any Securities remains unclaimed for three years, the Trustee and
the Paying Agent will pay the money back to the Company at its request.
Thereafter, Holders may look only to the Company for payment.
10. DISCHARGE PRIOR TO REDEMPTION OR MATURITY. The Indenture will
be discharged and cancelled except for certain sections thereof upon payment of
all the Securities, or upon the irrevocable deposit with the Trustee of funds
or U.S. Government Obligations maturing on or before such payment date or
Redemption Date, sufficient to pay principal, premium, if any, and interest on
such payment or redemption.
11. SUPPLEMENTAL INDENTURE. Subject to certain exceptions,
without notice to the Holders of the Securities, the Indenture may be amended
or supplemented with respect to the Securities with the consent of the Holders
of at least a majority in principal amount of the Securities then outstanding
and any existing default or compliance with any provision may be waived with
the consent of the Holders of the majority in principal amount of the
Securities then outstanding. Without the consent of or notice to any Holder,
the Company may supplement the Indenture, to among other things, provide for
uncertificated Securities, to cure any ambiguity, defect or inconsistency or
make any other change that does not adversely affect the rights of any Holder.
12. SUCCESSORS. When a successor assumes all the obligation of
its predecessor under the Securities and the Indenture, the predecessor will be
released from those obligations.
13. DEFAULTS AND REMEDIES. If an Event of Default with respect to
the Securities, as defined in the Indenture, occurs and is continuing, the
Trustee or the Holders of a majority
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in principal amount of Securities may declare all the Securities to be due and
payable immediately in the manner and with the effect provided in the
Indenture. Holders of Securities may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may require
Indemnity satisfactory to it, subject to the provisions of the TIA, before it
enforces the Indenture or the Securities. Subject to certain limitations,
Holders of a majority in principal amount of the Securities then outstanding
may direct the Trustee in its exercise of any trust or power with respect to
the Securities. The Trustee may withhold from Holders of Securities notice of
any continuing default (except a default in payment of principal or interest)
if it determines that withholding notice is in their interests. The Company is
required to file periodic reports with the Trustee as to the absence of any
Default or Event of Default.
14. TRUSTEE DEALINGS WITH THE COMPANY. Shawmut Bank, N.A., the
Trustee under the Indenture, in its individual or any other capacity, may make
loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates as if it
were not Trustee.
15. NO RECOURSE AGAINST OTHERS. No shareholder, trustee, officer
or incorporator, as such, past, present or future, of the Company or any
successor corporation or trust shall have any liability for any obligation of
the Company under the Securities or the Indenture or for any claim based on, in
respect of or by reason of, such obligations or their creation. Each Holder of
a Security by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the
Securities.
THE DECLARATION OF TRUST ESTABLISHING THE COMPANY DATED AUGUST 6,
1985, AS AMENDED, A COPY OF WHICH IS DULY FILED WITH THE OFFICE OF THE
SECRETARY OF STATE OF THE COMMONWEALTH OF MASSACHUSETTS, PROVIDES THAT THE NAME
"MEDITRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS
"TRUSTEES," BUT NOT INDIVIDUALLY OR PERSONALLY; AND THAT NO TRUSTEE, OFFICER,
SHAREHOLDER, EMPLOYEE OR AGENT OF THE COMPANY SHALL BE HELD TO ANY PERSONAL
LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE
COMPANY. ALL PERSONS DEALING WITH THE COMPANY, IN ANY WAY, SHALL LOOK ONLY TO
THE ASSETS OF THE COMPANY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY
OBLIGATION.
16. AUTHENTICATION. This Security shall not be valid until the
Trustee signs the certificate of authentication on the reverse side of this
Security.
17. ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=Custodian), and U/G/M/A (=Uniform Gifts
to Minors Act).
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The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and any supplemental indentures thereto.
It also will furnish the text of this Security in larger type. Requests may be
made to: MEDITRUST, 128 Technology Center, Waltham, Massachusetts, 02154,
Attention: Lisa M. Pavelka, Vice President and Treasurer.
ASSIGNMENT FORM
If you the Holder want to assign this Security, fill in the form below and have
your signature guaranteed:
For value received, I or we assign and transfer this Security to
(INSERT ASSIGNEE'S SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER)
................................................................................
................................................................................
................................................................................
................................................................................
(Print or type assignee's name, address and zip code)
and irrevocably
appoint.........................................................................
.......................................................... agent to transfer
this Security on the books of the Company. The agent may substitute another to
act for him.
Date:...........................................................................
Your signature:................................................................
(Sign exactly as your name appears on the reverse side of this Security)
Signature Guarantee:............................................................
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CONVERSION NOTICE
To convert this Security into shares of beneficial interest of the Company,
check the box:
[ ]
To convert only part of this Security, state the principal amount to be
converted (which must be a minimum of $1,000 or any multiple thereof):
[$ ]
If you want the Security certificate, if any, made out in another person's
name, fill in the form below;
(INSERT OTHER PERSON'S SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER)
[ ]
................................................................................
................................................................................
................................................................................
................................................................................
(Print or type other person's name, address and zip code)
Date:...........................................................................
Your
Signature:......................................................................
(Sign exactly as your name appears on the reverse side of this Security)
Signature Guaranteed By:........................................................
Note: Signature must be guaranteed by a
member firm of the New York Stock Exchange or
a commercial bank or trust company.
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(15373)
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