<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JANUARY 20, 1995
REGISTRATION NO. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
MEDITRUST
(Exact name of registrant as specified in governing instruments)
MASSACHUSETTS 04-6532031
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
197 FIRST AVENUE
NEEDHAM HEIGHTS, MASSACHUSETTS 02194
(617) 433-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1988 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
ABRAHAM D. GOSMAN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
MEDITRUST
197 FIRST AVENUE
NEEDHAM HEIGHTS, MASSACHUSETTS 02194
(617) 433-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES OF COMMUNICATIONS TO:
MICHAEL J. BOHNEN, ESQUIRE
NUTTER, MCCLENNEN & FISH
ONE INTERNATIONAL PLACE
BOSTON, MA 02110-2699
(617) 439-2000
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ----------------------------------------------------------------------------------------------------
TITLE OF EACH AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
CLASS OF REGISTERED (1) OFFERING PRICE AGGREGATE REGISTRATION FEE
SECURITIES BEING PER UNIT (2) OFFERING PRICE (2)
REGISTERED (2)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHARES OF
BENEFICIAL 62,234 SHARES $30.625 $1,905,916.25 $657.21
INTEREST,
WITHOUT PAR VALUE
- ----------------------------------------------------------------------------------------------------
<FN>
(1) THERE IS ALSO BEING REGISTERED AN INDETERMINATE NUMBER OF ADDITIONAL SHARES OF BENEFICIAL INTEREST THAT MAY
BECOME ISSUABLE PURSUANT TO THE ANTIDILUTION PROVISIONS OF THE 1988 STOCK OPTION PLAN.
(2) DETERMINED PURSUANT TO RULE 457(H) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, SOLELY FOR PURPOSES OF
CALCULATING THE REGISTRATION FEE. BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES REPORTED FOR SHARES OF
BENEFICIAL INTEREST ON THE NEW YORK STOCK EXCHANGE COMPOSITE TAPE ON JANUARY 17, 1995.
</TABLE>
------------------------
IN ACCORDANCE WITH GENERAL INSTRUCTION E TO FORM S-8, THE CONTENTS OF
THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 33-25072) RELATING
TO THE REGISTRANT'S 1988 STOCK OPTION PLAN (THE "EARLIER FORM S-8") ARE
INCORPORATED BY REFERENCE IN THIS REGISTRATION STATEMENT. THE REOFFER
PROSPECTUS INCLUDED HEREIN IS SUBSTANTIVELY DIFFERENT FROM THAT INCLUDED IN THE
EARLIER FORM S-8. AS PERMITTED BY RULE 429 UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, THE REOFFER PROSPECTUS INCLUDED HEREIN RELATES TO THE SHARES REGISTERED
UNDER THIS REGISTRATION STATEMENT AND UNDER THE EARLIER FORM S-8.
<PAGE> 2
PROSPECTUS
MEDITRUST
1988 STOCK OPTION PLAN
848,277 SHARES OF BENEFICIAL INTEREST
------------------------
This Prospectus relates to 848,277 shares of beneficial interest without
par value (the "Shares") of Meditrust, a Massachusetts business trust (the
"Company"), which may be issued by the Company under the Company's 1988 Stock
Option Plan (the "Plan") to certain key employees (see SELLING SHAREHOLDERS,
below), who may be deemed to be "affiliates" of the Company within the meaning
of the Securities Act of 1933, as amended, or any rules and regulations
thereunder. Neither the Company nor the Selling Shareholders concede that such
persons are "affiliates" within the meaning of the Act.
The Company has been informed that such employees may from time to time
effect sales of all or part of the Shares on the New York Stock Exchange at the
prevailing market price at the time of sale and with no commissions paid or
discounts given other than those customary in such sales. Pursuant to general
Instruction C to Form S-8, this Prospectus (prepared in accordance with the
requirements of Form S-3) is filed in order to permit key employees of the
Company to reoffer and resell Shares previously acquired or to be acquired by
them pursuant to the Plan. No part of the proceeds of such resales will be
received by the Company.
The number of Shares reserved for issuance under the Plan is subject to
adjustment by reason of future stock dividends, stock splits or other
recapitalizations, if any.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED
ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
------------------------
THE DATE OF THIS PROSPECTUS IS JANUARY 20, 1995.
<PAGE> 3
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Meditrust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024 of the offices of
the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
or at the regional offices of the Commission located at Seven World Trade
Center, 13th Floor, New York, New York 10048 and Suite 1400, Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can be obtained from the principal offices of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed
rates. Reports, proxy materials and other information concerning the Company
can also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, Room 1102, New York, New York 10005.
The Company has filed with the Commission Registration Statements under
the Securities Act of 1993, as amended (the "Securities Act"), with respect to
the Shares offered hereby. This Prospectus does not contain all the information
set forth in the Registration Statements, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is made to the Registration Statements, copies of which
may be obtained upon payment of a fee prescribed by the Commission, or may be
examined free of charge at the principal office of the Commission in Washington,
D.C.
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given or
made, such other information or representations must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer or solicitation by anyone in any state in which such offer or solicitation
is not authorized or in which the person making such offer or solicitation is
not qualified to do so or to any person to whom it is unlawful to make such
offer or solicitation.
Neither the delivery of this Prospectus nor any sale of Shares made
pursuant hereto
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<PAGE> 4
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
MEDITRUST
The Company, a real estate investment trust organized on August 6, 1985,
invests in health care related properties throughout the United States,
including long-term care facilities, rehabilitation hospitals, medical office
buildings, psychiatric hospitals, alcohol and substance abuse treatment
facilities and retirement living facilities. The Company has its principal
offices at 197 First Avenue, Needham Heights, Massachusetts 02194. Its
telephone number is (617) 433-6000.
SELLING SHAREHOLDERS
The Shares offered hereby are Shares subject to stock options
("Options") granted by the Company to the Selling Shareholders under the Plan.
Appendix A hereto sets forth information as to the name of each Selling
Shareholder, his or her relationship with the Company, the number of Shares
which were owned by him or her as of the date set forth in Appendix A and the
number of Shares which may be offered by him or her hereby.
The per Share exercise price of an Option granted under the Plan is
determined by the Stock Option Committee of the Board of Trustees of the Company
in accordance with the terms of the Plan. In the case of an incentive stock
option, such price shall be not less than the fair market value, as determined
in good faith by the Stock Option Committee, of the Shares on the date the
Option is granted. The number of Options subject to Awards under the Plan is
subject to adjustment in the event of future stock dividends, stock splits or
other recapitalizations, if any.
It is anticipated that any sales made by the Selling Shareholders will
be made from time to time on the New York Stock Exchange. The Company will not
receive any portion of the sales price of such Shares, but in the event of any
exercise or purchase will receive the exercise price of the Options. To the
Company's knowledge, there are no arrangements or understandings between the
Selling Shareholders and any brokers or dealers, or any agreements with any
brokers or dealers, for the sale of the securities offered hereby.
DOCUMENTS INCORPORATED BY REFERENCE
The Company hereby incorporates by reference into this Prospectus (i)
its Annual Report on Form 10-K for the fiscal year ended December 31, 1993; (ii)
its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1994,
June 30, 1994 and September 30, 1994; (iii) the discussion of Federal income tax
treatment of the Company and its shareholders which is contained in the
Company's Current Report on Form 8-K dated March 4, 1992, including any
amendment or report filed for the purpose of updating
-3-
<PAGE> 5
such discussion hereof; and (iv) the description of the Company's shares of
beneficial interest which is contained in its Registration Statement on Form
8-A as amended by Form 8, dated March 4, 1992, and any report subsequently filed
with the Commission which updates said description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the termination of the offering of the Securities offered
hereby shall be deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the date of filing such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in a
subsequently filed document, as the case may be, which also is or is deemed to
be incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
(without exhibits) of any or all documents incorporated by reference into this
Prospectus. Requests for such copies should be directed to Lisa P. McAlister,
Vice President and Treasurer, Meditrust, 197 First Avenue, Needham Heights,
Massachusetts 02194, telephone (617) 433-6000.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by its counsel, Nutter, McClennen & Fish, One International Place,
Boston, Massachusetts 02110.
EXPERTS
The consolidated balance sheets of the Company as of December 31, 1993
and 1992 and the related consolidated statements of income, changes in
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1993, and the financial statement schedules incorporated by
reference in this Prospectus and elsewhere in the Registration Statements, have
been audited by Coopers & Lybrand, L.L.P., independent accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing. Any financial statements and schedules hereafter
incorporated by reference in the registration statement of which this
Prospectus is a part that have been audited and are the subject of a report by
independent accountants will be so incorporated by reference in reliance upon
such reports and upon the authority of such firms as experts in accounting and
auditing to the extent covered by consents filed with the Commission.
-4-
<PAGE> 6
THE DECLARATION OF TRUST ESTABLISHING THE COMPANY, DATED AUGUST 6, 1985,
AS AMENDED (THE "DECLARATION"), A COPY OF WHICH IS DULY FILED IN 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.
-5-
<PAGE> 7
<TABLE>
APPENDIX A
<CAPTION>
Shares Shares Which
Name and Beneficially May Be
Positions Owned(1)(2) Offered (3)
- --------- ------------ ------------
<S> <C> <C>
Abraham D. Gosman 710,961 171,353
Chairman and Chief Executive Officer
David F. Benson 5,221 37,559
President and Trustee
Edward W. Brooke 50,343 45,000
Trustee
Hugh L. Carey 5,000 45,000
Trustee
Robert Cataldo 14,500 45,000
Trustee
Philip L. Lowe 3,000 45,000
Trustee
Thomas J. Magovern 6,250 45,000
Trustee
Gerald Tsai, Jr. 8,000 34,000
Trustee
Frederick W. Zuckerman 3,500 45,000
Trustee
Lisa P. McAlister 367 17,000
Vice President and Treasurer
Michael F. Bushee 4,360 23,500
Senior Vice President
Michael S. Benjamin 2,987 25,500
Senior Vice President,
Secretary and General Counsel
Keith E. Grant 1,500 20,800
Controller
- ----------------------
<FN>
(1) As of January 2, 1995.
(2) Includes Shares owned beneficially by spouses, minor children and relatives living in the named
person's home and trusts for their benefit; the named persons disclaim any beneficial interest
in such Shares.
(3) Represents Shares subject to Options granted under the Plan.
</TABLE>
-6-
<PAGE> 8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
The following is a list of exhibits filed as part of this Registration Statement
(numbering corresponds to numbering in Item 601 of Regulation S-K).
Exhibit Description
No. -----------
- -------
5 Opinion letter of Nutter, McClennen & Fish
23.1 Consent of Nutter, McClennen & Fish (included in Exhibit 5)
23.2 Consent of Coopers & Lybrand, L.L.P.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this registration statement or any material change to
such information in this registration statement;
provided, however, that subparagraphs (i) and (ii) do not
apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration
statement;
II-1
<PAGE> 9
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
the registrant pursuant to the provisions of the registrant's Restated
Declaration of Trust, as amended, By-laws, as amended, the agreements
described under Item 15 of this Registration Statement or otherwise, the
registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or a
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy, as expressed in the
Securities Act of 1933, and will be governed by the final adjudication of such
issue.
II-2
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Palm Beach, State of Florida on January 16,
1995.
MEDITRUST
By: /s/ Abraham D. Gosman
-------------------------------------
Abraham D. Gosman, Chairman of
the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of the registrant in the capacities and on the dates indicated.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Abraham D. Gosman, David F. Benson, Michael S.
Benjamin, Michael J. Bohnen and Paul R. Eklund, and each of them singly, his
attorneys-in-fact and agents, each with full power of substitution, for him in
any and all capacities, to sign this registration statement and any amendments
hereto, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and any other
regulatory authority or body, granting unto each said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with this registration
statement, as fully as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Abraham D. Gosman Chairman of the
- ---------------------------------- Board and Chief
Abraham D. Gosman Executive Officer January 16, 1995
(Principal Executive Officer)
/s/ Lisa P. McAlister Treasurer and
- ---------------------------------- Vice President
Lisa P. McAlister (Principal
Financial and Accounting Officer) January 16, 1995
/s/ David F. Benson President
- ---------------------------------- and Trustee
David F. Benson January 16, 1995
</TABLE>
II-3
<PAGE> 11
<TABLE>
<S> <C> <C>
/s/ Edward W. Brooke Trustee January 16, 1995
- --------------------------
Edward W. Brooke
- -------------------------- Trustee January 16, 1995
Hugh L. Carey
/s/ Robert Cataldo Trustee January 16, 1995
- --------------------------
Robert Cataldo
/s/ Philip L. Lowe Trustee January 16, 1995
- --------------------------
Philip L. Lowe
/s/ Thomas J. Magovern Trustee January 16, 1995
- --------------------------
Thomas J. Magovern
/s/ Gerald Tsai, Jr. Trustee January 16, 1995
- --------------------------
Gerald Tsai, Jr.
/s/ Frederick W. Zuckerman Trustee January 16, 1995
- --------------------------
Frederick W. Zuckerman
</TABLE>
II-4
<PAGE> 1
EXHIBIT 5
January 20, 1995
12742-111
Meditrust
197 First Avenue
Needham, MA 02194
Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement"), which Meditrust, a Massachusetts business trust (the
"Company"), has filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
62,234 shares of beneficial interest, without par value (the "Shares"), of the
Company issuable under the Company's 1988 Stock Option Plan (the "Plan") and an
indeterminate number of Shares which may be issued or become issuable pursuant
to certain antidilution provisions of the Plan.
We have acted as counsel for the Company in connection with the
Registration Statement and are familiar with the proceedings taken and proposed
to be taken by the Company in connection with the authorization, registration,
sale and issuance of the Shares. We have examined the Restated Declaration of
Trust and By-laws of the Company and all amendments thereto, and such other
documents, records and materials as we have deemed necessary in connection with
this opinion letter. Based upon the foregoing, and in reliance upon
information from time to time furnished to us by the Company's officers,
trustees and agents, we are of the opinion that:
1. Upon issuance in compliance with the terms of the Plan, the
Shares will be duly and validly issued, fully paid and non-assessable.
2. The additional Shares which may become issuable pursuant to
certain antidilution provisions of the Plan, if and when issued in compliance
with the terms of the Plan, and in compliance with applicable provisions of law
and of the Company's Restated Declaration of Trust and By-laws, each as
amended, will be duly and validly issued, fully paid and non-assessable.
<PAGE> 2
Meditrust
January 20, 1995
Page 2
We understand that this opinion letter is to be used in connection with
the Registration Statement and hereby consent to the filing of this opinion
letter with and as a part of the Registration Statement as so amended, and to
the reference to our firm in the related Prospectus under the heading "Legal
Matters." It is understood that this opinion letter is to be used in
connection with the offer and sale of the Shares only while the Registration
Statement, as it may be amended from time to time as contemplated by Section
10(a)(3) of the Securities Act, is effective under the Securities Act.
Very truly yours,
/s/ Nutter, McClennen & Fish
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Meditrust on Form S-8 of our reports dated March 10, 1994 on our
audits of the consolidated financial statements and financial statement
schedules of Meditrust as of December 31, 1993 and 1992 and for each of the
three years in the period ended December 31, 1993, which reports are included
in the 1993 Meditrust Annual Report on Form 10-K. We also consent to the
reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand, L.L.P.
Boston, Massachusetts
January 16, 1995
