================================================================================
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):
JANUARY 11, 1998
----------------------
COBBLESTONE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0597600
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification Number)
organization)
3702 VIA DE LA VALLE, SUITE 202 92014
DEL MAR, CALIFORNIA (Zip Code)
(Address of principal executive offices)
(619) 794-2602
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
================================================================================
ITEM 5. Other Events
On January 11, 1998, Meditrust Corporation ("Reitco"), Meditrust
Operating Company ("Opco") and Cobblestone Holdings, Inc. (the "Registrant")
announced that they have entered into an Agreement and Plan of Merger, dated as
of January 11, 1998 (the "Merger Agreement"), pursuant to which the Registrant
will merge with and into Reitco (the "Merger"). Under the terms of the Merger
Agreement, Reitco will acquire all of the outstanding common stock of the
Registrant for paired shares of Reitco and Opco and all of the outstanding
preferred stock of the Registrant for paired shares of Reitco and Opco and/or
cash, at Reitco's option. The number of paired shares of Reitco and Opco to be
issued in exchange for each outstanding share of common and preferred stock of
the Registrant are subject to calculation and adjustment in the manner described
in the Merger Agreement.
In connection with the Merger Agreement, Reitco, Opco and certain
shareholders of the Registrant also have entered into a Shareholders Agreement
(the "Shareholders Agreement") pursuant to which, among other things, such
shareholders agreed to vote in favor of the Merger and will have certain
registration rights with respect to the shares that they will receive in the
Merger.
On January 13, 1998, the Registrant commenced an offer to purchase and
consent solicitation with respect to its 13 1/2% Zero-Coupon Notes due 2004 and
Cobblestone Golf Group, Inc., a subsidiary of the Registrant, commenced an offer
to purchase and consent solicitation with respect to its 11 1/2% Senior Notes
Due 2003 (the "Tender Offers").
On January 12, 1998, the Registrant issued two press releases
announcing the execution of the Merger Agreement and on January 13, 1998, the
Registrant and Cobblestone Golf Group, Inc. issued a press release announcing
the Tender Offers. The Merger Agreement, the Shareholders Agreement and the
press releases are filed as exhibits hereto and are incorporated by reference
herein.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of January 11, 1998, by and
among Meditrust Corporation, Meditrust Operating Company and
Cobblestone Holdings, Inc.
10.1 Shareholders Agreement, dated as of January 11, 1998, by and among
Meditrust Corporation, Meditrust Operating Company and the
shareholders of Cobblestone Holdings, Inc. listed on the signature
pages thereto.
99.1 Press Release, dated January 12, 1998, issued by Cobblestone Holdings,
Inc.
99.2 Press Release, dated January 12, 1998, issued by Cobblestone Holdings,
Inc.
99.3 Press Release, dated January 13, 1998, issued by Cobblestone Holdings,
Inc. and Cobblestone Golf Group, Inc.
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.
COBBLESTONE HOLDINGS, INC.
/s/ Stefan Karnavas
------------------------------------------
Stefan Karnavas
Vice President and Chief Financial Officer
Dated: January 15, 1998
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
2.1 Agreement and Plan of Merger, dated as of January 11, 1998, by and
among Meditrust Corporation, Meditrust Operating Company and
Cobblestone Holdings, Inc.
10.1 Shareholders Agreement, dated as of January 11, 1998, by and among
Meditrust Corporation, Meditrust Operating Company and the
shareholders of Cobblestone Holdings, Inc. listed on the signature
pages thereto.
99.1 Press Release, dated January 12, 1998, issued by Cobblestone
Holdings, Inc.
99.2 Press Release, dated January 12, 1998, issued by Cobblestone
Holdings, Inc.
99.3 Press Release, dated January 13, 1998, issued by Cobblestone
Holdings, Inc. and Cobblestone Golf Group, Inc.