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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(MARK ONE)
/X/ JOINT ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
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 0-9109 COMMISSION FILE NUMBER 0-9110
MEDITRUST CORPORATION MEDITRUST OPERATING COMPANY
(Exact name of registrant as specified (Exact name of registrant as specified
in its charter) in its charter)
DELAWARE DELAWARE
(State or other jurisdiction (State or other jurisdiction of
of incorporation or organization) incorporation or organization)
95-3520818 95-3419438
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
909 HIDDEN RIDGE, SUITE 600 909 HIDDEN RIDGE, SUITE 600
IRVING, TEXAS IRVING, TEXAS
75038 75038
(Address of principal executive offices, including zip (Address of principal executive offices, including zip
code) code)
(214) 492-6600 (214) 492-6600
(Registrant's telephone number, including area code) (Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS AND NAME OF EACH EXCHANGE TITLE OF EACH CLASS AND NAME OF EACH EXCHANGE
ON WHICH REGISTERED ON WHICH REGISTERED
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Common Stock $0.10 Par Value, Common Stock $0.10 Par Value,
New York Stock Exchange New York Stock Exchange
9% Convertible Debentures due 2002,
New York Stock Exchange
7.5% Convertible Debentures due 2001,
New York Stock Exchange
7.6% Notes due 2001,
New York Stock Exchange
Cumulative Redeemable Preferred Stock represented by
depository shares representing
1/10th of a share of Series A Preferred Stock,
New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None None
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Indicate by check mark whether the registrants: (1) have 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
registrants were required to file such reports) and (2) have been subject to
such filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants' knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K. Yes /X/ No / /
Aggregate market value of the paired voting stock of Meditrust Corporation
and of Meditrust Operating Company held by non-affiliates as of March 28, 2001
was $414,918,242 based upon the closing price of $3.59 on the New York Stock
Exchange Composite Tape (for this computation, the registrants have excluded the
market value of all shares of common stock reported as beneficially owned by
executive officers and directors of the registrants). The number of shares of
common stock, par value $0.10 per share, outstanding as of March 28, 2001 for
Meditrust Corporation was 144,299,000 and Meditrust Operating Company was
142,994,000.
The following documents are incorporated by reference into the indicated
Part of this Form 10-K.
DOCUMENT PART
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Definitive Proxy Statement for the 2001 Annual Meeting of III (items 10, 11,
Shareholders, to be filed pursuant to Regulation 14A...... 12 and 13)
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EXPLANATORY NOTE
Signature pages for the Joint Annual Report on Form 10-K for Meditrust
Corporation and Meditrust Operating Company for the year ended December 31, 2000
filed on April 4, 2001 were omitted. Attached and filed herewith are signature
pages for both registrants for the subject filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrants have duly caused this report to be signed
on their behalf by the undersigned, thereunto duly authorized.
MEDITRUST CORPORATION
By: /s/ DAVID L. REA
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David L. Rea
Chief Financial Officer and Treasurer
(and Principal Financial
and Accounting Officer)
Dated: April 4, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/ CLIVE D. BODE Chairman of the Board of Directors
--------------------------------- April 4, 2001
Clive D. Bode
/s/ WILLIAM C. BAKER Director
--------------------------------- April 4, 2001
William C. Baker
/s/ WILLIAM G. BYRNES Director
--------------------------------- April 4, 2001
William G. Byrnes
/s/ FRANCIS W. CASH Director
--------------------------------- April 4, 2001
Francis W. Cash
/s/ JAMES P. CONN Director
--------------------------------- April 4, 2001
James P. Conn
/s/ JOHN C. CUSHMAN, III Director
--------------------------------- April 4, 2001
John C. Cushman, III
/s/ STEPHEN E. MERRILL Director
--------------------------------- April 4, 2001
Stephen E. Merrill
143
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrants have duly caused this report to be signed
on their behalf by the undersigned, thereunto duly authorized.
MEDITRUST OPERATING COMPANY
By: /s/ DAVID L. REA
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David L. Rea
Chief Financial Officer and Treasurer
(and Principal Financial
and Accounting Officer)
Dated: April 4, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/ CLIVE D. BODE Chairman of the Board of Directors
--------------------------------- April 4, 2001
Clive D. Bode
/s/ WILLIAM C. BAKER Director
--------------------------------- April 4, 2001
William C. Baker
/s/ WILLIAM G. BYRNES Director
--------------------------------- April 4, 2001
William G. Byrnes
/s/ FRANCIS W. CASH Director
--------------------------------- April 4, 2001
Francis W. Cash
/s/ JAMES P. CONN Director
--------------------------------- April 4, 2001
James P. Conn
/s/ JOHN C. CUSHMAN, III Director
--------------------------------- April 4, 2001
John C. Cushman, III
/s/ STEPHEN E. MERRILL Director
--------------------------------- April 4, 2001
Stephen E. Merrill
144