<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MARCH 25, 1996
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
AGREEMENT DATED AS OF MARCH 8, 1996 BETWEEN MEDITRUST
AND ROBERT CATALDO
(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, LLP
ONE INTERNATIONAL PLACE
BOSTON, MA 02110-2699
(617) 439-2000
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=============================================================================================================
TITLE OF EACH CLASS AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
OF SECURITIES BEING REGISTERED MAXIMUM OFFERING MAXIMUM REGISTRATION FEE
REGISTERED PRICE PER UNIT (1) AGGREGATE OFFERING (1)
PRICE (1)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHARES OF
BENEFICIAL INTEREST, 7,435 SHARES $33.625 $250,001.875 $86.21
WITHOUT PAR VALUE
=============================================================================================================
<FN>
(1) 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 CLOSING PRICE REPORTED FOR SHARES OF BENEFICIAL INTEREST ON THE
NEW YORK STOCK EXCHANGE COMPOSITE TAPE ON MARCH 8, 1996, WHICH IS THE
DATE ON WHICH MR. CATALDO BECAME ENTITLED TO THE 7,435 SHARES REGISTERED
HEREBY UNDER THE AGREEMENT DATED AS OF MARCH 8, 1996 BETWEEN MEDITRUST
AND MR. CATALDO.
</TABLE>
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
Meditrust (the "Company") hereby incorporates by reference in this
Registration Statement the following documents and information heretofore filed
with the Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 and Amendment No.1 thereto dated February 29, 1996, filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(b) The Company Current Report on Form 8-K dated January 29, 1996;
(c) The description of the Company's shares of beneficial interest contained
in the Company's Registration Statement on Form 8-A, dated March 4, 1992, as
amended, pursuant to Section 12 of the Exchange Act.
(d) 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, as amended by the Company's Form 8-K/A dated March 20,
1996, and any other amendment or report filed for the purpose of updating such
discussion.
All documents subsequently filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
termination of the offering of the securities registered hereunder, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that any other subsequently filed document which also is
incorporated or 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
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
<PAGE> 4
ITEM 6. INDEMNIFICATION OF TRUSTEES AND OFFICERS.
----------------------------------------
The Declaration of Trust of the Company provides for indemnification of the
trustees and officers of the Company against expense or liability in any action
arising out of such persons' activities on behalf of the Company, except to the
extent arising from such persons' misconduct or negligence.
The Company currently maintains director and officer liability insurance
which protects its trustees and officers against certain liabilities incurred in
serving in such capacities with specific exceptions.
ITEM 7. EXEMPTION FROM REGISTRATION.
---------------------------
Not applicable.
ITEM 8. EXHIBITS.
--------
<TABLE>
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).
<CAPTION>
Exhibit Description
No. -----------
- -------
<S> <C>
4.1 Restated Declaration of Trust, as amended, incorporated by reference to
Exhibit 3.1 to the Company's Current Report on Form 8-K dated July 21,
1994
4.2 By-laws, as amended, incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1992
5 Opinion letter of Nutter, McClennen & Fish, LLP
10 Agreement dated as of March 8, 1996 between the Company and Robert
Cataldo
23.1 Consent of Nutter, McClennen & Fish, LLP (included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
</TABLE>
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:
II-2
<PAGE> 5
(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 the
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 the registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 the
registration statement.
(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.
(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 the
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) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
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<PAGE> 6
(d) 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 and By-laws, 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
Act 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 trustee, officer or a controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, 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 Act, and
will be governed by the final adjudication of such issue.
II-4
<PAGE> 7
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 Town of Needham, Commonwealth of Massachusetts as of March
22, 1996.
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 as of the dates indicated.
<TABLE>
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.
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Abraham D. Gosman Chairman of the March 22, 1996
- ------------------------------------ Board and Chief
Abraham D. Gosman Executive Officer
(Principal Executive Officer)
/s/ Lisa P. McAlister Chief Financial Officer March 22, 1996
- ------------------------------------ and Treasurer
Lisa P. McAlister (Principal
Financial and Accounting Officer)
/s/ David F. Benson President March 22, 1996
- ------------------------------------ and Trustee
David F. Benson
</TABLE>
II-5
<PAGE> 8
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Edward W. Brooke Trustee March 22, 1996
- ------------------------------------
Edward W. Brooke
/s/ Robert Cataldo Trustee March 22, 1996
- ------------------------------------
Robert Cataldo
____________________________________ Trustee March __, 1996
Philip L. Lowe
____________________________________ Trustee March __, 1996
Thomas J. Magovern
/s/ Gerald Tsai, Jr. Trustee March 22, 1996
- ------------------------------------
Gerald Tsai, Jr.
____________________________________ Trustee March __, 1996
Frederick W. Zuckerman
</TABLE>
II-6
<PAGE> 1
NUTTER, McCLENNEN & FISH, LLP
EXHIBIT 5
ATTORNEYS AT LAW
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2699
TELEPHONE: 617 439-2000 FACSIMILE: 617 973-9748
CAPE COD OFFICE DIRECT DIAL NUMBER
HYANNIS, MASSACHUSETTS
March 22, 1996
12742-398
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 7,435
shares of beneficial interest, without par value (the "Shares"), of the Company
issuable pursuant to that certain Agreement dated as of March 8, 1996 between
the Company and Robert Cataldo (the "Agreement").
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 certificates of
public officials 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, upon
issuance in compliance with the terms of the Agreement, the Shares will be duly
and validly issued, fully paid and non-assessable.
We understand that this opinion letter is to be used in connection with
the Registration Statement as finally amended, and hereby consent to the filing
of this opinion letter with and as a part of the Registration Statement as so
amended. It is understood that this opinion letter is to be used in connection
with the offer and sale of the Shares only while the
<PAGE> 2
NUTTER, McCLENNEN & FISH, LLP
Meditrust
March 22, 1996
Page 2
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,
Nutter, McClennen & Fish, LLP
PRE/DGK/dmp
<PAGE> 1
EXHIBIT 10
AGREEMENT
THIS AGREEMENT is entered into as of the 8th day of March, 1996 by and
between Meditrust, a Massachusetts business trust, and Robert Cataldo of
Lexington, Massachusetts ("Mr. Cataldo").
W I T N E S S E T H:
WHEREAS, Mr. Cataldo is a trustee of Meditrust and has performed
extensive services to Meditrust relating to (a) the restructuring and/or workout
of loans and sale/leaseback transactions entered into by Meditrust and/or its
subsidiaries and various entities owned or controlled by Charles F. Brennick
and/or his relatives and affiliates and (b) all transactions and issues relating
thereto including, without limitation, the Highwatch and Wisconsin transactions,
the Towers Financial Corporation litigation and the so-called "RSNY"
transactions (collectively, the "Transactions"); and
WHEREAS, Meditrust desires to compensate Mr. Cataldo for said services.
NOW, THEREFORE, the parties hereby act and agree as follows:
1. Meditrust has on this day issued to Mr. Cataldo 7,435 shares of
beneficial interest of Meditrust as payment in full for all services rendered,
or to be rendered, by Mr. Cataldo in the future relating to the Transactions.
2. Mr. Cataldo, for himself, his heirs and assigns, hereby forever
releases, remises and discharges Meditrust, its subsidiaries and all of their
agents, officers, trustees, directors, shareholders, employees and successors
(collectively, the "Meditrust Entities"), from any and all claims for payments
of any kind, including without limitation,
<PAGE> 2
compensation, costs, fees or expenses arising out of any past or future services
rendered by Mr. Cataldo to the Meditrust Entities in connection with or relating
to the Transactions.
3. The Declaration of Trust establishing Meditrust, 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 Meditrust shall be held to
any personal liability, jointly or severally, for any obligation of, or claim
against Meditrust. All persons dealing with the company, in any way, shall look
only to the assets of Meditrust for the payment of any sum or the performance of
any obligation.
WITNESS the execution hereof under seal as of the day and year first
above written.
MEDITRUST
SEAL
By: /s/ David F. Benson
----------------------------
Its: President
SEAL
/s/ Robert Cataldo
-------------------------------
Robert Cataldo
-2-
<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 dated March 22, 1996 of our reports dated
January 29, 1996 on our audits of the consolidated financial statements and
financial statement schedules of Meditrust as of December 31, 1995 and 1994 and
for the years ended December 31, 1995, 1994 and 1993, which reports are
included or incorporated by reference in the Meditrust Annual Report on Form
10-K dated February 29, 1996. Our report on the 1995 consolidated financial
statements of Meditrust appears in Meditrust's Current Report on Form 8-K dated
January 29, 1996.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
March 22, 1996
