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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): APRIL 13, 1997
MEDITRUST
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(Exact name of registrant as specified in its charter)
Commission file number 1-09582
MASSACHUSETTS 04-6532031
(State or other jurisdiction of (I.R.S. Employer or
incorporation or organization) Identification No.)
197 FIRST AVENUE, NEEDHAM, MASSACHUSETTS 02194-9127
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(Address of principal executive offices) (Zip Code)
(617) 433-6000
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On April 13, 1997, Meditrust and its wholly-owned subsidiary, Meditrust
Acquisition Corporation IV (together, "Meditrust") entered into a definitive
Agreement and Plan of Merger (the "Merger Agreement") with Santa Anita Realty
Enterprises, Inc. and Santa Anita Operating Company (together, "Santa Anita").
When the transaction is consummated, Meditrust will be merged into Santa Anita,
and shareholders of Meditrust will receive 1.2016 paired common shares of Santa
Anita for each share of Meditrust they own in a tax-free exchange of shares.
Based on the closing price of Meditrust on April 11, 1997 of $37.25 per share,
the transaction will have an initial value to the shareholders of Santa Anita of
approximately $383 million, or $31.00 per paired common share. Upon completion
of the merger, the surviving corporations will be called Meditrust Corporation
and Meditrust Operating Company.
Meditrust has agreed to buy approximately 1.2 million paired common shares
of Santa Anita at $31.00 per paired common share. In addition, Santa Anita has
agreed to sell to one or more independent parties designated by Meditrust
approximately 1.0 million Santa Anita paired common shares at a price of $31.00
per paired common share. As of March 31, 1997, there were approximately 61.5
million shares of beneficial interest of Meditrust outstanding and there were
approximately 11.5 million paired shares of common stock and approximately
867,000 paired shares of preferred stock of Santa Anita outstanding.
The Merger Agreement also provides that, if requested by Santa Anita,
Meditrust will make available to Santa Anita $100 million (less the purchase
price of the 1.2 million paired common shares acquired by Meditrust) to be used
by Santa Anita for a cash self tender or cash election to its shareholders at a
price of $31.00 per paired common share.
The transaction, which has been approved unanimously by the Board of
Trustees of Meditrust and the Boards of Directors of Santa Anita, is subject to
regulatory approvals and approvals of the shareholders of both Meditrust and
Santa Anita. The merger is not subject to any financing conditions. The parties
intend to file proxy materials for the proposed transaction as soon as possible.
The transaction is expected to close in the fall of 1997.
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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 hereunto duly authorized.
MEDITRUST
April 16, 1997 By: /s/ Michael S. Benjamin
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Michael S. Benjamin
Senior Vice President
and Secretary
