<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
- --- Act of 1934
For The Quarterly Period Ended SEPTEMBER 30, 1996
or
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
- --- Act of 1934
For the Transition period from ____ to ____
Commission file number 0-14022
MEDITRUST
---------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-6532031
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
197 First Avenue
Needham Heights, Massachusetts 02194-9127
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 433-6000
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
As of September 30, 1996, there were outstanding 60,936,603 Shares of Beneficial
Interest, without par value.
<PAGE> 2
MEDITRUST
FORM 10-Q
INDEX
Part I. Financial Information Page(s)
-------
Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 1996
(unaudited) and December 31, 1995 3
Consolidated Statements of Income for the three
months ended September 30, 1996 and 1995
(unaudited) 4
Consolidated Statements of Income for the nine months
ended September 30, 1996 and 1995 (unaudited) 5
Consolidated Statements of Cash Flows for the nine
months ended September 30, 1996 and 1995
(unaudited) 6
Notes to the Consolidated Financial Statements
(unaudited) 7-10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11-13
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 14
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<PAGE> 3
MEDITRUST
<TABLE>
PART I. FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
<CAPTION>
September 30, December 31,
1996 1995
---------- ----------
(Unaudited) (Audited)
(In thousands)
<S> <C> <C>
ASSETS
Real estate investments (Note 3):
Land .................................................................... $ 63,048 $ 47,993
Buildings and improvements, net of
accumulated depreciation of $92,863
and $77,204, respectively ........................................... 846,663 621,182
Real estate mortgages ................................................... 1,246,885 1,108,623
---------- ----------
Total real estate investments ....................................... 2,156,596 1,777,798
Other assets, net (Note 4) .................................................. 69,781 49,400
Fees, interest and other receivables ........................................ 21,418 20,406
Cash and cash equivalents ................................................... 51,184 44,248
---------- ----------
Total assets ....................................................... $2,298,979 $1,891,852
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Indebtedness (Note 5)
Notes payable, net ....................................................... $ 494,774 $ 300,813
Convertible debentures, net .............................................. 289,546 295,209
Bank notes payable, net .................................................. 22,572 113,709
Bonds and mortgages payable, net ......................................... 59,280 52,560
---------- ----------
Total indebtedness ................................................. 866,172 762,291
Deferred income ............................................................. 10,277 9,222
Accrued expenses and other liabilities ...................................... 50,691 58,584
---------- ----------
Total liabilities .................................................. 927,140 830,097
---------- ----------
Commitments and contingencies (Note 3)
Shareholders' equity (Notes 5, 6 and 7) Shares of beneficial interest without
par value:
Unlimited shares authorized; 60,937
and 51,177 shares issued and
outstanding in 1996 and 1995, respectively .......................... 1,505,870 1,192,612
Distributions in excess of net income .................................. (134,031) (130,857)
---------- ----------
Total shareholders' equity ............................................. 1,371,839 1,061,755
---------- ----------
Total liabilities and shareholders' equity ......................... $2,298,979 $1,891,852
========== ==========
</TABLE>
The accompanying notes, together with the Notes to the Consolidated
Financial Statements incorporated by reference in the Company's Form 10-K for
the year ended December 31, 1995, are an integral part of these
financial statements.
-3-
<PAGE> 4
MEDITRUST
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
for the three months ended September 30, 1996 and 1995
(Unaudited)
<CAPTION>
1996 1995
---- ----
(Amounts in thousands
except per Share amounts)
<S> <C> <C>
Revenues (Note 3):
Rental income .............................. $28,061 $19,667
Interest income ............................ 36,740 33,086
------- -------
Total revenues ....................... 64,801 52,753
------- -------
Expenses:
Interest expense ........................... 15,854 15,146
Depreciation and amortization .............. 5,919 4,374
General and administrative expenses ........ 2,307 1,531
------- -------
Total expenses ....................... 24,080 21,051
------- -------
Net income before extraordinary item .......... 40,721 31,702
Extraordinary item:
Loss on prepayment of debt (Note 5) ........ 33,454
------- -------
Net income (loss) ............................. $40,721 $(1,752)
======= =======
Per Share:
Net income before extraordinary item .......... $ 0.67 $ 0.64
Extraordinary item: Loss on prepayment of debt 0.68
------- -------
Net income (loss) ............................. $ .67 $ (0.04)
======= =======
Weighted average Shares outstanding ........... 60,809 49,589
======= =======
</TABLE>
The accompanying notes, together with the Notes to the Consolidated
Financial Statements incorporated by reference in the Company's Form 10-K for
the year ended December 31, 1995, are an integral part of these
financial statements.
-4-
<PAGE> 5
MEDITRUST
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
for the nine months ended September 30, 1996 and 1995
(Unaudited)
<CAPTION>
1996 1995
---- ----
(Amounts in thousands
except per Share amounts)
<S> <C> <C>
Revenues (Note 3):
Rental income ............................. $ 79,016 $ 62,220
Interest income ........................... 107,285 91,903
-------- --------
Total revenues ............................ 186,301 154,123
-------- --------
Expenses:
Interest expense .......................... 46,450 48,869
Depreciation and amortization ............. 17,103 13,182
General and administrative expenses ....... 6,251 5,258
-------- --------
Total expenses ...................... 69,804 67,309
-------- --------
Net income before extraordinary item ......... 116,497 86,814
Extraordinary item:
Loss on prepayment of debt (Note 5) ....... 33,454
-------- --------
Net income ................................... 116,497 $ 53,360
======== ========
Per Share:
Net income before extraordinary item ......... $ 1.98 $ 1.87
Extraordinary item: Loss on prepayment of debt 0.72
-------- --------
Net income ................................... $ 1.98 $ 1.15
======== ========
Weighted average Shares outstanding .......... 58,883 46,492
======== ========
</TABLE>
The accompanying notes, together with the Notes to the Consolidated
Financial Statements incorporated by reference in the Company's Form 10-K for
the year ended December 31, 1995, are an integral part of these
financial statements.
-5-
<PAGE> 6
MEDITRUST
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1996 and 1995
(Unaudited)
1996 1995
---- ----
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .................................................. $ 116,497 $ 53,360
Loss on prepayment of debt .................................. 33,454
Depreciation of real estate assets .......................... 15,659 11,761
Goodwill amortization ....................................... 1,168 1,168
Shares issued for compensation .............................. 1,591 706
Other debt amortization, depreciation and other items, net .. 832 2,324
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
AVAILABLE FOR DISTRIBUTION .................................. 135,747 102,773
Net change in other assets and liabilities .................. (14,968) (6,331)
--------- ---------
Net cash provided by operating activities ................ 120,779 96,442
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from equity offering ............................... 312,800 278,656
Proceeds from debt issuance ................................. 458,399 758,200
Repayment of bank notes payable ............................. (346,500) (436,700)
Repayment of senior unsecured and mortgage notes payable .... (309,300)
Debt prepayment charges ..................................... (31,228)
Equity offering and debt issuance cost ...................... (18,943) (19,720)
Principal payments on bonds and mortgages payable ........... (696) (758)
Distribution to shareholders ................................ (119,671) (93,205)
Proceeds from warrant conversions and stock options ......... 8,106 5,961
--------- ---------
Net cash provided by financing activities ................ 293,495 151,906
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of and additions to real estate ................. (235,219) (73,960)
Investment in real estate mortgages and development financing (218,257) (187,272)
Prepayment proceeds and principal payments on real estate
mortgages and note ....................................... 59,182 21,535
Working capital advances .................................... (28,242) (29,887)
Collection of receivables and repayment of working capital
advances ................................................. 28,707 23,601
Investment in equity securities (Note 4) .................... (13,509)
--------- ---------
Net cash used in investing activities .................... (407,338) (245,983)
--------- ---------
Net increase in short-term cash investments .............. 6,936 2,365
Short-term cash investments at:
Beginning of period ...................................... 44,248 39,937
--------- ---------
End of period ............................................ $ 51,184 $ 42,302
========= =========
Supplemental disclosure of cash flow information (see Note 2)
</TABLE>
The accompanying notes, together with the Notes to the Consolidated
Financial Statements incorporated by reference in the Company's Form 10-K for
the year ended December 31, 1995, are an integral part of these
financial statements.
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<PAGE> 7
MEDITRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Summary of Significant Accounting Policies
------------------------------------------
Certain information and footnote disclosures, normally included in
financial statements prepared in accordance with generally accepted
accounting principles, have been condensed or omitted in this Form 10-Q in
compliance with the Rules and Regulations of the Securities and Exchange
Commission. However, in the opinion of Meditrust ("the Company"), the
disclosures contained in this Form 10-Q are adequate to make the
information presented not misleading. See Report on Form 10-K for the year
ended December 31, 1995 (and the Report on Form 8-K dated January 29, 1996
incorporated by reference therein) for additional information relevant to
significant accounting policies followed by the Company.
Basis of Presentation
---------------------
In the opinion of the Company, the accompanying unaudited consolidated
financial statements reflect all adjustments (consisting of normal
recurring accruals) necessary to present fairly the financial position as
of September 30, 1996 and the results of operations for each of the
three-and nine-month periods ended September 30, 1996 and 1995 and cash
flows for each of the nine-month periods ended September 30, 1996 and 1995.
The results of operations for the nine month period ended September 30,
1996 are not necessarily indicative of the results which may be expected
for the entire year. Certain 1995 amounts have been reclassified to conform
to the 1996 presentation.
<TABLE>
2. Supplemental Cash Flow Information
----------------------------------
<CAPTION>
Nine Months Ended
September 30,
------------------
1996 1995
---- ----
(In thousands)
<S> <C> <C>
Interest paid during the period ................................... $ 53,754 $ 51,095
Non-cash investing and financing transactions:
Acquisition and lease of real estate (see Note 3):
Value of real estate acquired (sold):
Land and buildings ........................................ 20,976 42,906
Accumulated depreciation .................................. 3,205
Increase (reduction) of real estate mortgages net of
participation reduction ................................... (20,813) (32,725)
Unrealized gain on investment in equity
securities (see Note 4) ................................... 465
Value of Shares issued for:
Conversion of debentures .................................... 6,806 27,311
Executive compensation ...................................... 1,591 706
</TABLE>
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<PAGE> 8
MEDITRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. Real Estate Investments
-----------------------
During the nine months ended September 30, 1996, the Company acquired 27
assisted living facilities, one medical office building and one long-term
care facility for $188,654,000. In addition, during the nine month period
ended September 30, 1996, the Company provided net funding of $46,565,000
for the construction of 18 assisted living facilities, one medical office
building and one long-term care facility.
During the nine months ended September 30, 1996, the Company provided
permanent mortgage financing of $131,286,000 for 27 long-term care
facilities located in California, Colorado, Missouri, New Mexico, Rhode
Island, and Washington; 11 assisted living facilities located in Michigan,
Ohio and Wisconsin and one retirement living facility located in North
Carolina. The Company also provided $11,043,000 in additional permanent
mortgage financing secured by 12 long-term care facilities located in six
states, and six medical office buildings located in three states.
In addition, during the nine month period ending September 30, 1996, the
Company provided net development financing of $75,928,000 for seven medical
office buildings, two assisted living and seven long-term care facilities.
During the nine months ended September 30, 1996, the Company received
principal payments on real estate mortgages of $32,288,000 and received
$26,894,000 in mortgage prepayments for two facilities located in
Connecticut and North Carolina.
At September 30, 1996, the Company was committed to provide additional
financing of approximately $178,735,000 relating to nine medical office
buildings, seven long-term care facilities, and 20 assisted living
facilities currently under construction and additions to existing
facilities in the portfolio.
4. Accounting For Investments In Equity Securities
-----------------------------------------------
On July 25, 1996, the Company invested approximately $13,509,000 in
exchange for 7,936,000 shares of common stock, representing 19.99% of
Nursing Home Properties Plc (NHP Plc), a property investment group that
specializes in the financing, through sale and leaseback transactions, of
nursing homes located in the United Kingdom.
Pursuant to SFAS No. 115 "Accounting for Certain Investments in Debt and
Equity Securities," the investment is required to be recorded at current
market value with an offsetting adjustment to shareholders equity. As of
September 30, 1996 the market value of this investment was $13,974,000 and
is included in other assets in the accompanying balance sheet. The
resulting unrealized gain, representing the difference between current
market value and cost, was $465,000 which is included in shareholders'
equity in the accompanying balance sheet.
-8-
<PAGE> 9
MEDITRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. Accounting For Investments In Equity Securities, continued
------------------------------------------------
NHP Plc is a publicly traded UK property investment company that
specializes in the purchase and leasing of purpose-built nursing homes in
the UK. As of September 30, 1996, NHP Plc has invested or committed to
invest approximately $118,000,000 in 39 nursing homes, totaling 2,318 beds.
The facilities are leased to eight UK nursing home operators on terms and
conditions similar to those contained in the Company's leases.
5. Indebtedness and Shareholders' Equity
-------------------------------------
In July and August 1995, the Company prepaid senior unsecured notes and
senior mortgage notes payable totaling $296,800,000 which were due between
1995 and 2001, with interest rates ranging from 10.00% to 10.86%. The
transaction resulted in prepayment penalties and acceleration of
unamortized debt cost totaling $33,454,000, which is an extraordinary item
reflected as a loss on prepayment of debt in the income statements for the
three and nine month periods ending September 30, 1995. Net proceeds from
the issuance of notes and convertible debentures with interest rates
ranging from 7.375% to 8.56% were used for the prepayment.
In February 1996, the Company completed the sale of 9,200,000 shares of
beneficial interest, without par value ("Shares") at $34.00 per Share. The
net proceeds to the Company from this offering were used to repay
short-term borrowings and for investments in additional health care
facilities.
On September 10, 1996, The Company completed the sale of $175,000,000 of
7.82% notes due September 10, 2026. The notes include a put feature which
gives each noteholder the right to redeem the notes at par on September 10,
2003. The net proceeds from the issuance of these securities were utilized
to repay the outstanding balance of the Company's unsecured credit
facilities and for investments in additional health care facilities.
During the nine months ended September 30, 1996, the Company issued
$20,000,000 in notes payable with a maturity date of January 16, 2006,
bearing interest at 7.3%. The net proceeds from the issuance of this
security were utilized to reduce the outstanding balance of the Company's
unsecured credit facilities and for investments in additional health care
facilities.
During the nine months ended September 30, 1996, $3,800,000 of principal
amount of 9% convertible debentures were converted into 111,324 Shares and
$3,006,000 of principal amount of 7% convertible debentures were converted
into 124,076 Shares.
The Company has a total of $280,000,000 in unsecured lines of credit,
bearing interest at the lenders' prime rate or LIBOR plus .875%, of which
approximately $256,000,000 was available at September 30, 1996.
-9-
<PAGE> 10
MEDITRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6. Distributions Paid to Shareholders
----------------------------------
On May 15, 1996, the Company paid a dividend of $.6925 per Share to
shareholders of record on April 30, 1996. This dividend relates to the
period from January 1, 1996 through March 31, 1996.
On August 15, 1996 the Company paid a dividend of $.6975 per Share to
shareholders of record on July 31, 1996. This dividend relates to the
period from April 1, 1996 through June 30, 1996.
7. Subsequent Events
-----------------
On October 8, 1996, the Company declared a dividend of $.7025 per Share
payable on November 15, 1996 to shareholders of record on October 31, 1996.
This dividend relates to the period from July 1, 1996 through September 30,
1996.
-10-
<PAGE> 11
MEDITRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
---------------------
Revenues for the three months ended September 30, 1996 were $64,801,000 compared
to $52,753,000 for the three months ended September 30, 1995, an increase of
$12,048,000 or 22.8%. Revenue growth was comprised of increased rental income of
$8,394,000 and increased interest income of $3,654,000, which resulted primarily
from additional real estate investments during the past twelve months.
For the three months ended September 30, 1996, total expenses increased by
$3,029,000 compared to the three months ended September 30, 1995. Interest
expense increased by $708,000 primarily due to increases in debt outstanding
which resulted from additional real estate investments made during the past
twelve months. The increase was partially offset by an equity offering in
February 1996, and lower interest rates on the notes outstanding during the
three months ended September 30, 1996, compared to those outstanding during the
same period in 1995. Depreciation and amortization expenses increased by
$1,545,000, as a result of increased real estate investments during the past
year. General and administrative expenses increased by $776,000.
Revenues for the nine months ended September 30, 1996 were $186,301,000 compared
to $154,123,000 for the nine months ended September 30, 1995, an increase of
$32,178,000 or 20.9%. Revenue growth resulted from increased rental income of
$16,796,000 and increased interest income of $15,382,000, which resulted
primarily from additional real estate investments during the past twelve months.
For the nine months ended September 30, 1996, total expenses increased by
$2,495,000. Interest expense decreased by $2,419,000 primarily due to reductions
in debt outstanding as a result of an equity offering in February 1996, and
lower interest rates on the notes outstanding during the nine months ended
September 30, 1996, compared to those outstanding during the same period in
1995. The decrease was partially offset by increases in debt outstanding
resulting from additional real estate investments during the past twelve months.
Depreciation and amortization expenses increased by $3,921,000, as a result of
increased real estate investments during the past year. General and
administrative expenses increased by $993,000.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1996, the Company's gross real estate investments totaled
approximately $2,249,000,000 consisting of 292 long-term care facilities, 24
rehabilitation hospitals, 63 retirement and assisted living facilities, 17
medical office buildings, nine alcohol and substance abuse treatment facilities
and psychiatric hospitals, and one acute care hospital campus. As of September
30, 1996, the Company's outstanding commitments for additional financing totaled
approximately $178,735,000 for the completion of nine medical office buildings,
seven long-term care facilities and 20 assisted living facilities currently
under construction and additions to existing facilities in the portfolio.
The Company had shareholders' equity of $1,371,839,000 and debt constituted 39%
of the Company's total capitalization as of September 30, 1996.
-11-
<PAGE> 12
MEDITRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES, Continued
------------------------------------------
The Company provides funding for its investments through a combination of
long-term and short-term financing including both debt and equity. The Company
obtains long-term financing through the issuance of Shares, the issuance of
long-term unsecured notes, the issuance of convertible debentures and the
assumption of mortgage notes. The Company obtains short-term financing through
the use of bank lines of credit which are replaced with long-term financing as
appropriate. From time to time, the Company may utilize interest rate caps or
swaps to hedge interest rate volatility. It is the Company's objective to match
mortgage and lease terms with the terms of its borrowings. The Company seeks to
maintain an appropriate spread between its borrowing costs and the rate of
return on its investments. When development loans convert to sale/leaseback
transactions or permanent mortgage loans, the base rent or interest rate, as
appropriate, is fixed at the time of such conversion.
On August 10, 1995, the Company commenced a Medium-Term Note program, offering
on a continuing basis, notes due from nine months to 30 years from date of
issue, as selected by the purchaser and agreed to by the Company at an aggregate
initial public offering price not to exceed $200,000,000. As of September 30,
1996, $139,000,000 of these notes has been issued.
During the nine months ended September 30, 1996, the Company issued $20,000,000
in notes payable with a maturity date of January 16, 2006, bearing interest at
7.3%. The net proceeds from the issuance of this security were utilized to
reduce the outstanding balance of the Company's unsecured credit facilities.
During February 1996, the Company completed the sale of 9,200,000 Shares at
$34.00 per Share. The net proceeds to the Company from this offering were used
to repay short-term borrowings and for investments in additional health care
facilities.
On July 25, 1996, the Company invested approximately $13,509,000 in exchange for
7,936,000 shares of common stock, representing 19.99% of Nursing Home Properties
Plc (NHP Plc), a property investment group that specializes in the financing,
through sale and leaseback transactions, of nursing homes located in the United
Kingdom.
NHP Plc is a publicly traded UK property investment company that specializes in
the purchase and leasing of purpose-built nursing homes in the UK. As of
September 30, 1996, NHP Plc has invested or committed to invest approximately
$118,000,000 in 39 nursing homes, totaling 2,318 beds. The facilities are leased
to eight UK nursing home operators on terms and conditions similar to those
contained in the Company's leases.
On September 10, 1996, The Company completed the sale of $175,000,000 of 7.82%
notes due September 10, 2026. The notes include a put feature which gives each
noteholder the right to redeem the notes at par on September 10, 2003. The net
proceeds from the issuance of these securities were utilized to repay the
outstanding balance of the Company's unsecured credit facilities and for
investments in additional health care facilities.
-12-
<PAGE> 13
MEDITRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES, Continued
------------------------------------------
As of October 15, 1996, the Company had unsecured revolving lines of credit
expiring September 23, 1999 in the aggregate amount of $280,000,000 bearing
interest at the lender's prime rate (8.25%) or LIBOR plus .875% (6.26% at
October 15, 1996). The total amount of the revolving credit line was available
at October 15, 1996. In addition, the Company has effective shelf registrations
on file with the Securities and Exchange Commission under which the Company may
issue up to approximately $406,000,000 of securities including Shares, Preferred
Shares of beneficial interest ("Preferred Shares"), debt, convertible debt and
warrants to purchase Shares, Preferred Shares, debt and convertible debt.
The Company believes that its various sources of capital are adequate to finance
its operations as well as pending property acquisitions, mortgage financings and
future dividends. For 1996, however, in the event that the Company identifies
appropriate investment opportunities, the Company may raise additional capital
through the sale of Shares or Preferred Shares or by the issuance of additional
long-term debt.
-13-
<PAGE> 14
MEDITRUST
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
Exhibit
No. Title Method of Filing
- --- ----- ----------------
4 Amended and Restated 1992 Equity Incentive Plan
(effective August 15, 1996)............................ Filed herewith
11 Statement Regarding Computation of Per Share Earnings . Filed herewith
27 Financial Data Schedule................................ Filed herewith
(b) Report on Form 8-K
The Company filed a current report on Form 8-K dated September 6,
1996 which contained the form of Underwriting Agreement and Indenture
Supplement relating to the Company's public offering of 7.82% Notes
due September 10, 2026.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEDITRUST
Date: October 22, 1996 By: /s/ John G. Demeritt
----------------------------
John G. Demeritt, Controller
-14-
<PAGE> 1
Exhibit 4
MEDITRUST
1992 EQUITY INCENTIVE PLAN
AS AMENDED AND RESTATED EFFECTIVE AS OF AUGUST 15, 1996
SECTION 1. PURPOSE
The purpose of the 1992 Equity Incentive Plan (the "Plan") of Meditrust is
to enable Meditrust and its subsidiaries to attract, retain and motivate their
employees, consultants and trustees and to enable such persons to participate in
the long-term growth of the Company by providing for or increasing the
proprietary interests of such persons in the Company, thereby assisting the
Company to achieve its long-range goals.
SECTION 2. DEFINITIONS
As used in the Plan:
"Act" means the Securities Exchange Act of 1934, as amended.
"Award" means any Option, Stock Appreciation Right, Performance Stock Unit
or Restricted Stock awarded under the Plan.
"Board" means the Board of Trustees of the Company.
"Closing Price" means the closing price of a Share on the New York Stock
Exchange or, if Shares are not listed on such exchange, on any other national
exchange on which Shares are listed or on NASDAQ.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Committee" means the Stock Option Committee of the Board, which shall
consist of two or more trustees, each of whom shall be a "non-employee director"
within the meaning of Rule 16b-3(b)(3)(i) under the Act, or any successor
provision.
"Committee Member" means a trustee appointed by the Board to be a member of
the Committee.
"Company" means Meditrust, a Massachusetts business trust, and any present
or future parent or subsidiary corporations (as defined in Section 424 of the
Code) or any successor to such corporations.
<PAGE> 2
"Fair Market Value" means, with respect to Shares or any other property,
the fair market value as determined by the Committee in good faith or in the
manner established by the Committee from time to time.
"Incentive Stock Option" means an option to purchase Shares awarded to a
Participant under the Plan which is intended to meet the requirements of Section
422 of the Code or any successor provision.
"Non-Qualified Stock Option" means an option to purchase Shares awarded to
a Participant under the Plan which is not intended to be an Incentive Stock
Option.
"Option" means an Incentive Stock Option or a Non-Qualified Stock Option.
"Participant" means a person selected by the Board or the Committee to
receive an Award under the Plan.
"Performance Cycle" or "Cycle" means the period of time selected by the
Board or the Committee during which performance is measured for the purpose of
determining the extent to which an award of Performance Shares has been earned.
"Performance Stock Unit" means Shares awarded to a Participant under
Section 9.
"Restricted Period" means the period of time selected by the Board or the
Committee during which an award of Restricted Stock may be forfeited to the
Company.
"Restricted Stock" means Shares awarded to a Participant under Section 7
which are subject to forfeiture.
"Section 16 Participant" means a Participant subject to Section 16 of the
Act.
"Shares" or "Stock" means shares of beneficial interest, without par value,
of the Company.
"Stock Appreciation Right" or "SAR" means a right awarded to a Participant
under Section 8.
SECTION 3. ADMINISTRATION
(a) The Plan shall be administered by the Board. The Board may, in its
discretion, delegate some or all of its powers with respect to the Plan to the
-2-
<PAGE> 3
Committee. All references hereinafter to the powers of the Committee assume that
the Board has duly delegated such powers to the Committee. Among other things,
the Board and the Committee shall have authority, subject to the terms of the
Plan, to grant Awards, to determine the individuals to whom and the time or
times at which Awards may be granted and to determine the terms and conditions
of any Award granted hereunder.
(b) The Board and the Committee shall have authority to adopt, alter and
repeal such administrative rules, guidelines and practices governing the
operation of the Plan as it shall from time to time consider advisable, to
interpret the provisions of the Plan and any Award, and to decide all disputes
arising in connection with the Plan. The decisions and interpretations of the
Board and the Committee shall be final and binding. Any action of the Board or
the Committee with respect to the administration of the Plan shall be taken
pursuant to a majority vote of a quorum or by the unanimous written consent of
their respective members.
SECTION 4. ELIGIBILITY
All employees, trustees and consultants of the Company shall be eligible to
participate in the Plan.
SECTION 5. STOCK AVAILABLE FOR AWARDS
(a) At any given time, Awards may be made under the Plan for up to an
aggregate number of Shares equal to 5% of the total number of Shares then
outstanding; of such aggregate number of Shares for which Awards may be granted
under the Plan, 500,000 shall be available for the grant of Incentive Stock
Options. If any Award in respect of Shares expires or is terminated before
exercise or is forfeited for any reason, without a payment in the form of Stock
being made to the Participant, the Shares subject to such Award, to the extent
of such expiration, termination or forfeiture, shall again be available for
award under the Plan. Shares issued under the Plan may consist in whole or in
part of authorized but unissued shares or treasury shares.
(b) In the event that the Board or the Committee determines in its sole
discretion that any stock dividend, extraordinary cash dividend, creation of a
class of equity securities, recapitalization, reclassification, reorganization,
merger, consolidation, split-up, spin-off, combination, exchange of Shares,
warrants or rights offering to purchase Shares at a price substantially below
fair market value, or other similar transaction affects the Shares such that an
adjustment is required in order to preserve the benefits or potential benefits
intended to be made available under the Plan to Participants, the Board or the
Committee shall have the right to adjust
-3-
<PAGE> 4
equitably any or all of (i) the number and kind of Shares or securities in
respect of which Awards may be made under the Plan to Participants, (ii) the
number and kind of Shares subject to outstanding Awards held by Participants,
and (iii) the award, exercise or conversion price with respect to any of the
foregoing held by Participants, and if considered appropriate, the Board or the
Committee may make provision for a cash payment with respect to an outstanding
Award held by a Participant, provided that the number of Shares subject to any
Award shall always be a whole number.
SECTION 6. OPTIONS
(a) Subject to the provisions of the Plan, the Board or the Committee may
award Incentive Stock Options and Non-Qualified Stock Options and determine the
number of Shares to be covered by each Option, the option price therefor, the
term of the Option, and the other conditions and limitations applicable to the
exercise of the Option. The terms and conditions of Incentive Stock Options
shall be subject to and comply with Section 422 of the Code, or any successor
provision, and any regulations thereunder. Anything in the Plan to the contrary
notwithstanding, no term of the Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted to the Board or the Committee under the Plan be exercised, so as to
disqualify the Plan or, without the consent of the optionee, any Incentive Stock
Option granted under the Plan, under Section 422 of the Code.
(b) The option price per Share purchasable under an Option shall not be
less than 100% of the Fair Market Value of the Shares on the date of award with
respect to Incentive Stock Options and shall be the price determined by the
Board or the Committee, which may be less than, equal to or greater than the
Fair Market Value of the Shares on the date of award with respect to
Non-Qualified Stock Options. If the Participant owns or is deemed to own (by
reason of the attribution rules applicable under Section 424(d) of the Code)
more than 10% of the combined voting power of all classes of beneficial interest
or stock of the Company or any subsidiary or parent corporation of the Company
and an Incentive Stock Option is granted to such Participant, the option price
shall be not less than 110% of Fair Market Value of the Shares on the date of
award.
(c) No Option shall be exercisable more than ten years after the date the
option is awarded. If a Participant owns or is deemed to own (by reason of the
attribution rules of Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of beneficial interest or stock of the
Company or any subsidiary or parent corporation of the Company and an Incentive
Stock Option is awarded to such Participant, such Option shall not be
exercisable after the expiration of five years from the date of award.
-4-
<PAGE> 5
(d) No Shares shall be delivered pursuant to any exercise of an Option
until payment in full of the option price therefor is received by the Company.
Such payment may be made in whole or in part in cash or by certified or bank
check or, to the extent permitted by the Board or the Committee at or after the
award of the Option, by delivery of a note or Shares owned by the Participant,
including Restricted Stock, valued at their Fair Market Value on the date of
delivery, or such other lawful consideration as the Board or the Committee may
determine.
(e) No Incentive Stock Option shall be transferable by the Participant
otherwise than by will or by the laws of descent and distribution, and all
Incentive Stock Options shall be exercisable during the Participant's lifetime
only by the Participant. A Participant shall notify the Company in the event
that he or she disposes of Shares acquired upon exercise of an Incentive Stock
Option within the two-year period following the date the Incentive Stock Option
was granted or within the one-year period following the date he or she received
Shares upon the exercise of an Incentive Stock Option.
(f) The Board or the Committee may at any time accelerate the
exercisability of all or any portion of any Option.
SECTION 7. RESTRICTED STOCK
(a) A Restricted Stock Award is an Award entitling the Participant to
acquire Shares for a specified purchase price, if any, subject to any conditions
and restrictions, including, without limitation, a Company right during a
specified period or periods to repurchase such Shares at their original purchase
price (or to require forfeiture of such Shares) upon the Participant's
termination of employment, as the Board or the Committee shall determine. A
Restricted Stock Award may include, without limitation, the award of Shares as
bonus stock without cash consideration or any Restricted Period or conditions of
forfeiture.
(b) Subject to the provisions of the Plan, the Board or the Committee may
award Shares of Restricted Stock and determine the purchase price (if any)
therefor, the duration of the Restricted Period (if any) during which, and the
conditions (if any) under which, the Shares may be forfeited to or repurchased
by the Company and any other terms and conditions of such Awards. Shares of
Restricted Stock may be issued for no cash consideration or such minimum
consideration as may be required by applicable law.
(c) Shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered, except as permitted by the Board or the
Committee, during the Restricted Period. Shares of Restricted Stock shall be
-5-
<PAGE> 6
evidenced in such manner as the Board or the Committee may determine. Any
certificates issued in respect of Shares of Restricted Stock shall be registered
in the name of the Participant and, unless otherwise determined by the Board or
the Committee, deposited by the Participant, together with a stock power
endorsed in blank, with the Company. At the expiration of the Restricted Period,
the Company shall deliver such certificates to the Participant.
(d) A Participant shall have all the rights of a shareholder with respect
to the Restricted Stock including voting and dividend rights, subject to
restrictions on transferability and Company repurchase or forfeiture rights
described in this Section and subject to any other conditions, determined by the
Board or the Committee and contained in the Award.
SECTION 8. STOCK APPRECIATION RIGHTS
(a) A Stock Appreciation Right is an Award entitling the Participant to
receive an amount in cash or Shares or a combination thereof having a value
equal to (or if the Board or the Committee shall so determine at time of grant,
less than) the excess of the Fair Market Value of a Share on the date of
exercise over the Fair Market Value of a Share on the date of grant (or over the
option exercise price, if the Stock Appreciation Right was granted in tandem
with an Option) multiplied by the number of Shares with respect to which the
Stock Appreciation Right shall have been exercised.
(b) Subject to the provisions of the Plan, the Board or the Committee may
award SARs in tandem with an Option (at or after the award of the Option), or
alone and unrelated to an Option, and determine in its sole discretion the terms
and conditions applicable thereto, including the form of payment. SARs granted
in tandem with an Option shall terminate to the extent that the related Option
is exercised, and the related Option shall terminate to the extent that the
tandem SARs are exercised. Subject to this Section 8(b) and to such rules as the
Board or the Committee may, in its discretion and for any reason whatsoever,
impose, an SAR granted in connection with an Option will be exercisable at such
time or times, and only to the extent, that a related Option is exercisable, and
shall not be transferable except to the extent that such related Option may be
transferable.
(c) An SAR related to an Option which can be exercised only during limited
periods following a change in control of the Company may entitle the Participant
to receive an amount based upon the highest price paid or offered for Shares in
any transaction relating to the change in control or paid during the thirty-day
period immediately preceding the occurrence of the change in control in any
transaction reported in the stock market (or NASDAQ) on which the Shares are
normally traded.
-6-
<PAGE> 7
(d) Notwithstanding that an Option at the time of exercise shall not be
accompanied by a related Stock Appreciation Right, if the market price of the
Shares subject to such Option exceeds the exercise price of such Option at the
time of its exercise, the Board or the Committee may, in its discretion, cancel
such Option, in which event the Company shall pay to the person exercising such
Option an amount equal to the difference between the Fair Market Value of the
Shares to have been purchased pursuant to such exercise of such Option
(determined on the date the Option is cancelled) and the aggregate consideration
to have been paid by such person upon such exercise. Such payment shall be by
check, bank draft or in Shares having a Fair Market Value (determined on the
date the payment is to be made) equal to the amount of such payments or any
combination thereof, as determined by the Board or the Committee. The Board or
the Committee may exercise its discretion under the first sentence of this
paragraph (d) only in the event of a written request of the person exercising
the Option, which request shall not be binding on the Board or the Committee.
SECTION 9. PERFORMANCE STOCK UNITS
(a) A Performance Stock Unit is an Award entitling the Participant to
acquire Shares upon the attainment of specified performance goals. Subject to
the provisions of the Plan, the Board or the Committee may award Performance
Stock Units and determine the performance goals applicable to each such Award,
the number of such shares for each Performance Cycle, the duration of each
Performance Cycle and all other limitations and conditions applicable to the
awarded Performance Stock Units. There may be more than one Performance Cycle in
existence at any one time, and the duration of Performance Cycles may differ
from each other. The payment value of each Performance Stock Unit shall be equal
to the Fair Market Value of one Share on the date the Performance Stock Unit is
earned or, in the discretion of the Board or the Committee, on the date the
Board or the Committee determines that the Performance Stock Unit has been
earned.
(b) During any Performance Cycle, the Board or the Committee may adjust the
performance goals for such Performance Cycle as it deems equitable in
recognition of unusual or non-recurring events affecting the Company, changes in
applicable tax laws or accounting principles, or such other factors as the Board
or the Committee may determine.
(c) As soon as practicable after the end of a Performance Cycle, the Board
or the Committee shall determine the number of Performance Stock Units which
have been earned by the Participant on the basis of performance in relation to
the established performance goals. The payment values of earned Performance
Stock Units shall be distributed to the Participant as soon as practicable
thereafter. The
-7-
<PAGE> 8
Board or the Committee shall determine, at or after the time of award, whether
payment values will be settled in whole or in part in cash or other property,
including Shares or Awards.
SECTION 10. GENERAL PROVISIONS APPLICABLE TO AWARDS
(a) Each Award under the Plan shall be evidenced by a writing delivered to
the Participant specifying the terms and conditions thereof and containing such
other terms and conditions not inconsistent with the provisions of the Plan as
the Board or the Committee considers necessary or advisable to achieve the
purposes of the Plan or comply with applicable tax and regulatory laws and
accounting principles.
(b) Each Award may be made alone, in addition to or in relation to any
other Award. The terms of each Award need not be identical, and the Board and
the Committee need not treat Participants uniformly. Except as otherwise
provided by the Plan or a particular Award, any determination with respect to an
Award may be made by the Board or the Committee at the time of award or at any
time thereafter.
(c) The Board or the Committee shall determine whether Awards to
Participants are settled in whole or in part in cash, Shares, other securities
of the Company, Awards or other property. The Board or the Committee may permit
a Participant to defer all or any portion of a payment under the Plan, including
the crediting of interest on deferred amounts denominated in cash and dividend
equivalents on amounts denominated in Shares.
(d) The Board or the Committee shall determine the effect on an Award of
the disability, death, retirement or termination of employment of a Participant
and the extent to which, and the period during which, the Participant's legal
representative, guardian or designated beneficiary may receive payment of an
Award or exercise rights thereunder.
(e) In order to preserve the rights of a Participant under an Award in the
event of a change in control of the Company, the Board or the Committee in its
discretion may, at the time an Award is made or at any time thereafter, take one
or more of the following actions with respect to any such change of control: (i)
provide for the acceleration of any time period relating to the exercise or
realization of the Award, (ii) provide for the purchase of the Award upon the
Participant's request for an amount of cash or other property that could have
been received upon the exercise or realization of the Award had the Award been
currently exercisable or payable, (iii) adjust the terms of the Award in a
manner determined by the Board or the Committee, (iv) cause the Award to be
assumed, or new rights substituted therefor, by
-8-
<PAGE> 9
another entity, or (v) make such other provision as the Board or the Committee
may consider equitable and in the best interests of the Company.
(f) The Participant shall pay to the Company, or make provision
satisfactory to the Board or the Committee for payment of, any taxes required by
law to be withheld in respect of Awards under the Plan no later than the date of
the event creating the tax liability. In the discretion of the Board or the
Committee, such tax obligations may be paid, in whole or in part, in Shares,
including Shares retained from the Award creating the tax obligation, valued at
their Fair Market Value on the date of delivery. The Company may, to the extent
permitted by law, deduct any such tax obligations from any payment of any kind
otherwise due to the Participant.
(g) For purposes of the Plan, the following events shall not be deemed a
termination of employment of a Participant:
(i) a transfer to the employment of the Company from a subsidiary or
from the Company to a subsidiary, or from one subsidiary to another, or
(ii) an approved leave of absence for military service or sickness, or
for any other purpose approved by the Company, if the Participant's right
to reemployment is guaranteed either by a statute or by contract or under
the policy pursuant to which the leave of absence was granted or if the
Board or the Committee otherwise so provides in writing.
For purposes of the Plan, employees of a subsidiary of the Company shall be
deemed to have terminated their employment on the date on which such subsidiary
ceases to be a subsidiary of the Company.
(h) The Board or the Committee may amend, modify or terminate any
outstanding Award held by a Participant including substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, converting an Incentive Stock Option to a Non-Qualified Stock
Option, and modifying or waiving the restrictions with respect to any Restricted
Stock, provided that the Participant's consent to such action shall be required
unless the Board or the Committee determines that the action, taking into
account any related action, would not materially and adversely affect the
Participant.
(i) Notwithstanding any other provision of the Plan, any Non-Qualified
Stock Option, SAR or other similar right related to an equity security issued
under the Plan shall not be transferable other than pursuant to the terms of
such Award, as permitted in writing by the Board or the Committee, by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined in the Code
-9-
<PAGE> 10
or Title I of the Employee Retirement Income Security Act, or the rules
thereunder. The Board or the Committee shall have no authority to take any
action if the authority to take such action, or the taking of such action, would
disqualify the Plan from the exemption provided by Rule 16b-3 under the Act, and
any successor provision.
SECTION 11. MISCELLANEOUS
(a) No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to
continued employment. The Company expressly reserves the right at any time to
dismiss a Participant free from any liability or claim under the Plan, except as
expressly provided in the applicable Award.
(b) Nothing contained in the Plan shall prevent the Company from adopting
other or additional compensation arrangements for its employees.
(c) Subject to the provisions of the applicable Award, no Participant shall
have any rights as a shareholder with respect to any Shares to be distributed
under the Plan until he or she becomes the holder thereof. A Participant to whom
Shares are awarded shall be considered the holder of the Shares at the time of
the Award except as otherwise provided in the applicable Award.
(d) The Plan shall be effective on April 13, 1992, subject to the approval
of the shareholders of the Company within twelve months of such effective date
if Incentive Stock Options are to be granted under the Plan. Prior to such
approval, Awards of Incentive Stock Options and Awards to Section 16
Participants may be made under the Plan if they are made expressly subject to
shareholder approval. Awards other than Incentive Stock Options and to
Participants other than Section 16 Participants may be made regardless of
whether shareholder approval is obtained.
(e) The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, provided that no amendment shall be made without
shareholder approval if such approval is necessary to comply with any applicable
tax or regulatory requirement.
(f) Awards may not be made under the Plan after April 13, 2002, but then
outstanding Awards may extend beyond such date.
-10-
<PAGE> 1
Exhibit 11
----------
MEDITRUST
<TABLE>
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
(In thousands except per share amounts)
<CAPTION>
Quarter ended Nine months ended
September 30, September 30,
------------- ------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Primary
- -------
Weighted average shares 60,809 49,589 58,883 46,492
Dilutive effect of:
Stock options 155 143 120
------- -------- -------- --------
Weighted average number of shares and
equivalent shares outstanding 60,964 49,589 59,026 46,612
======= ======== ======== ========
Net income before extraordinary item $40,721 $ 31,702 $116,497 $ 86,814
Extraordinary item: Loss on prepayment of debt 33,454 33,454
------- -------- -------- --------
Net income (loss) $40,721 $ (1,752) $116,497 $ 53,360
======= ======== ======== ========
Per Share:
Net income before extraordinary item $ 0.67 $ 0.64 $ 1.97 $ 1.86
Extraordinary item 0.68 0.72
------- -------- -------- --------
Net income (loss)(A) $ 0.67 $ (0.04) $ 1.97 $ 1.14
======= ======== ======== ========
(A) This calculation is submitted in accordance with Regulation S-K item 601(b)(11) although not
required by footnote 2 to paragraph 14 of APB Opinion No. 15 because it results in dilution
of less than 3%.
Fully Diluted
- -------------
Weighted average shares 60,809 49,589 58,883 46,492
Assumed conversion of debentures 8,513 8,322 8,593 7,188
Dilutive effect of:
Stock options 158 205 158 205
------- -------- -------- --------
Fully diluted weighted average shares
and equivalent shares outstanding 69,480 58,116 67,634 53,885
======= ======== ======== ========
Net income before extraordinary item $40,721 $ 31,702 $116,497 $ 86,814
Interest and debt amortization on
assumed conversion of debentures 5,950 5,829 17,994 14,820
------- -------- -------- --------
Adjusted net income before extraordinary item 46,671 37,531 134,491 101,634
Extraordinary item: Loss on prepayment of debt 33,454 33,454
------- -------- -------- --------
Adjusted net income for fully diluted calculation $46,671 $ 4,077 $134,491 $ 68,180
======= ======== ======== ========
Per Share:
Net income before extraordinary item $ 0.67 $ 0.65 $ 1.99 $ 1.89
Extraordinary item 0.58 0.62
------- -------- -------- --------
Net income (B) $ 0.67 $ 0.07 $ 1.99 $ 1.27
======= ======== ======== ========
(B) This calculation is submitted in accordance with Regulation S-K item 601(b)(11) although it
is contrary to paragraph 40 of APB Opinion No. 15 because it produces anti-dilutive results.
</TABLE>
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1996 AND THE CONSOLIDATED
STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 OF MEDITRUST
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 51,184
<SECURITIES> 0
<RECEIVABLES> 21,418
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 846,663
<DEPRECIATION> 92,863
<TOTAL-ASSETS> 2,298,979
<CURRENT-LIABILITIES> 0
<BONDS> 866,172
<COMMON> 1,505,870
0
0
<OTHER-SE> (134,031)
<TOTAL-LIABILITY-AND-EQUITY> 2,298,979
<SALES> 0
<TOTAL-REVENUES> 186,301
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 46,450
<INCOME-PRETAX> 116,497
<INCOME-TAX> 0
<INCOME-CONTINUING> 116,497
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 116,497
<EPS-PRIMARY> 1.97
<EPS-DILUTED> 1.99
</TABLE>
