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PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b) (5)
(To Prospectus Dated June 1, 1995) Registration No. 33-59215
$95,000,000
MEDITRUST
Convertible Senior Notes
___________________________
A total of $95,000,000 principal amount of Convertible Senior Notes
(the "Notes") are being offered (the "Offering") by Meditrust, a Massachusetts
business trust, consisting of $43,334,000 principal amount of 8.54% Convertible
Senior Notes Due July 1, 2000 (the "8.54% Notes") and $51,666,000 8.56%
Convertible Senior Notes Due July 1, 2002 (the "8.56% Notes"). Meditrust is a
real estate investment trust under the Internal Revenue Code of 1986, as
amended.
The 8.54% Notes will mature on July 1, 2000 and the 8.56% Notes will
mature on July 1, 2002. The Notes are convertible at the option of the holder,
unless previously prepaid, at any time prior to maturity into Meditrust shares
of beneficial interest, without par value ("Shares"), at a conversion price of
$32.625 per Share, subject to adjustment under certain conditions. See also
"Conversion Rights" in the accompanying Prospectus. The principal amount of
the 8.56% Notes, together with any interest accrued thereon to the date of
prepayment, may be prepaid at the option of Meditrust at any time on or after
July 1, 2001. The 8.54% Notes may not be prepaid. Interest on the Notes will
be payable semi-annually on July 1 and January 1 of each year, commencing
January 1, 1996.
The Notes will be unsecured general obligations of Meditrust and will
rank equally with other unsecured and unsubordinated debt of Meditrust. As of
March 31, 1995, Meditrust had $80,303,675 of secured indebtedness outstanding.
This Prospectus Supplement and the accompanying Prospectus are part of
the Company's Registration Statement filed with the Securities and Exchange
Commission covering the Notes and the Shares issuable upon conversion of the
Notes.
Meditrust (hereinafter the "Company") is the largest dedicated health
care real estate investment trust in the United States based on its gross real
estate investments of approximately $1.6 billion as of March 31, 1995. The
Company's principal executive offices are located at 197 First Avenue, Needham
Heights, Massachusetts 02194, telephone (617) 433-6000. See "The Company."
The Company's Shares are listed on the New York Stock Exchange
("NYSE") under the symbol "MT." On July 25, 1995, the last reported sale price
of the Shares as reported by the NYSE was $34.00 per Share.
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.
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<CAPTION>
Price to Commissions Proceeds to
Public(1) and Fees(2) Company(3)
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<S> <C> <C> <C>
Per Note........... 100% 1.625% 98.375%
Total(3)............ $95,000,000 $1,543,750 $93,456,250
<FN>
(1) Plus accrued interest, if any, from the date of issuance.
(2) The Notes are being offered by the Company to selected investors. National Westminster Bank Plc, New York Branch
("NatWest"), 175 WaterStreet, New York, New York 10038, and Smith Barney Inc. ("Smith Barney"), 388 Greenwich Street, New
York, New York 10013, have been retained to act as agents for the Company in connection with the arrangement of such offers
and sales on a best efforts basis. Meditrust has agreed (i) to pay NatWest and Smith Barney a fee in connection with the
arrangement of this transaction and (ii) to indemnify NatWest and Smith Barney against certain liabilities including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
(3) Before deducting expenses payable by Meditrust estimated at $150,000.
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The date of this Prospectus Supplement is July 28, 1995.
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DESCRIPTION OF NOTES
The Notes are limited to $95,000,000 aggregate principal amount. The
Notes will be unsecured obligations of the Company and will rank equally with
other unsecured and unsubordinated debt of the Company. As of March 31, 1995,
the Company had $80,303,675 of secured indebtedness outstanding. Reference
should be made to the accompanying Prospectus for a detailed summary of
additional provisions of the Indenture pursuant to which the Notes will be
issued. Fleet National Bank will serve as trustee under the Indenture.
Subject to restrictions on transfers by "affiliates" of the Company, as such
term is defined in Rule 144 under the Securities Act, the Notes are, and the
Shares when issued upon conversion of the Notes will be, freely transferable.
MATURITY
The 8.54% Notes will mature on July 1, 2000 and the 8.56% Notes will
mature on July 1, 2002.
INTEREST
Interest on the Notes will accrue at the annual rate of 8.54% in the
case of the Notes due July 1, 2000 and 8.56% in the case of the Notes due July
1, 2002 and will be payable semi-annually on January 1 and July 1 of each year
beginning on January 1, 1996, to the investors in whose names the Notes are
registered on the record date (December 15 or June 15) immediately preceding
the interest payment date.
PREPAYMENT
The 8.54% Notes may not be prepaid. The principal amount of the 8.56%
Notes, together with interest accrued thereon to the date of repayment, may be
prepaid at the option of the Company at any time on or after July 1, 2001.
CONVERSION RIGHTS
The Notes are convertible into Shares at any time prior to maturity or
prepayment initially at the conversion price set forth on the cover page of
this Prospectus Supplement. The conversion price generally is subject to
adjustment in the event of any dividend of Shares, any subdivision or
combination of outstanding shares, any issuance of Shares for a consideration
less than the then current market price of such Shares and any dividend payable
other than from the Company's earnings available for distributions. See also
"Conversion Rights" in the accompanying Prospectus.
RECENT DEVELOPMENTS
During the first six months of 1995, the Company committed $243
million to new real estate investments, of which $172 million was funded. Of
these amounts, $126 million was committed and $55 million was funded during the
quarter ended June 30, 1995.
On July 26, 1995, the Company consummated the sale of $125,000,000
principal amount of 7.375% Notes due July 15, 2000 and $80,000,000 principal
amount of 7.60% Notes due July 15, 2001. The Company plans to use the net
proceeds from the sale of these Notes to repay indebtedness.
USE OF PROCEEDS
The Company intends to use the net proceeds from the Offering to repay
indebtedness and for general purposes. The indebtedness being repaid bears
interest at rates ranging from 10% to 10.86% per annum and matures between
December 31, 1995 and December 31, 2001. See also "Use of Proceeds" in the
accompanying Prospectus.
PLAN OF DISTRIBUTION
The Notes are being offered for sale by the Company solely to selected
unaffiliated institutional investors purchasing in the ordinary course of
business. NatWest and Smith Barney have been retained to act as agents for the
Company in connection with the arrangement of such offers and sales on a best
efforts basis and may retain one or more sub-placement agents in connection
herewith. Definitive prospectuses will be distributed to all investors at or
before the time of the closing. The Company and each investor will execute and
deliver an agreement relating to the purchase of the
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Notes (the "Note Agreement") at the time of the closing. Upon receipt of
payment for the Notes and satisfaction of all other conditions to closing under
the Note Agreement, the Company will deliver the Notes to the investors or
their representatives. The Offering will not continue after the closing date.
The Company has agreed to pay NatWest and Smith Barney an aggregate of 1.625%
of the proceeds to the Company from this Offering and to indemnify NatWest and
Smith Barney against certain liabilities, including liabilities under the
Securities Act.
NatWest and Smith Barney and their respective affiliates have
provided, and expect in the future to provide, advisory services to the Company
and have acted as placement agent and/or underwriter of several offerings of
the Company's equity and debt securities.
LEGAL MATTERS
The validity of the Notes offered hereby will be passed upon for the
Company and the investors by Nutter, McClennen & Fish and for the investors by
Chapman and Cutler. In addition, Nutter, McClennen & Fish has passed upon
certain federal income tax matters relating to the Company. Certain legal
matters will be passed upon for NatWest and Smith Barney by Stroock & Stroock &
Lavan.
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<S> <C>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE HEREIN, IN
CONNECTION WITH THIS OFFERING AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY OTHER PERSON. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR SOLICITATION
OF AN OFFER TO BUY, ANY OF THESE SECURITIES IN ANY ----------------------------
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. THE DELIVERY OF THIS PROSPECTUS AT $95,000,000
ANY TIME DOES NOT IMPLY THAT THE INFORMATION IN
THE PROSPECTUS IS CORRECT AS OF ANY TIME MEDITRUST
SUBSEQUENT TO ITS DATE.
CONVERTIBLE SENIOR NOTES
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TABLE OF CONTENTS
Page
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PROSPECTUS SUPPLEMENT
PROSPECTUS SUPPLEMENT
Description of Notes . . . . . . . . . . . . S-2
Recent Developments . . . . . . . . . . . . . S-2
Use of Proceeds . . . . . . . . . . . . . . . S-2
Plan of Distribution . . . . . . . . . . . S-2
Legal Matters . . . . . . . . . . . . . . . . S-3
PROSPECTUS
Available Information . . . . . . . . . . . . . 2 JULY 28, 1995
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . 4
Ratio of Earnings to Fixed Charges . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . . . . 6
Description of Shares . . . . . . . . . . . . . 6
Description of Debt Securities . . . . . . . . 8
Description of Securities Warrants . . . . . 15
Plan of Distribution . . . . . . . . . . . . . 19
Legal Matters . . . . . . . . . . . . . . . . . 19
Experts . . . . . . . . . . . . . . . . . . . . 19
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