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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
MARCH 16, 1998
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COBBLESTONE GOLF GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4391248
(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)
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ITEM 5. Other Events
On March 16, 1998, Meditrust Corporation ("Reitco"), Meditrust
Operating Company ("Opco") and Cobblestone Holdings, Inc. ("Holdings") entered
into that certain First Amendment to Agreement and Plan of Merger (the "Merger
Agreement Amendment"), pursuant to which the parties modified the terms of the
merger of Holdings, the parent corporation of Cobblestone Golf Group, Inc., with
and into Reitco (the "Merger"). Under the terms of the Merger Agreement
Amendment, the paired shares of Reitco and Opco to be received by holders of
Common and Series A Preferred Stock of Holdings (the "Holders") in the Merger
will not be issued under a registration statement. Instead, Reitco and Opco
have agreed to register such paired shares for resale by the Holders and to keep
such resale registration statement effective for one year following the closing
of the Merger, subject to certain blackout periods. Under the Merger Agreement
Amendment, the parties also modified certain conditions to the closing of the
Merger and set April 1, 1998 as the anticipated date of the closing of the
Merger, subject to the satisfaction of certain closing conditions.
In connection with the Merger Agreement Amendment, Reitco, Opco and
certain shareholders of the Registrant also entered into that certain First
Amendment to Shareholders Agreement (the "Shareholders Agreement Amendment")
pursuant to which, among other things, the parties modified the restrictions on
the sale of certain paired shares issued in the Merger.
The Merger Agreement Amendment and the Shareholders Agreement
Amendment are filed as exhibits hereto and are incorporated by reference herein.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits.
2.1 First Amendment to Agreement and Plan of Merger, dated as of March 16,
1998, by and among Meditrust Corporation, Meditrust Operating Company
and Cobblestone Holdings, Inc.
10.1 First Amendment to Shareholders Agreement, dated as of March 16, 1998,
by and among Meditrust Corporation, Meditrust Operating Company and
the shareholders of Cobblestone Holdings, Inc. listed on the signature
pages thereto.
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 GOLF GROUP, INC.
/s/ Stefan Karnavas
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Stefan Karnavas
Vice President and Chief Financial Officer
Dated: March 19, 1998