SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10 General Form For Registration of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Meditrust Acquisition Company (Exact name of registrant as specified in its charter) Massachusetts 04-6840872 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 197 First Avenue, Needham, MA 02194 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 433-6000 Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered Shares of beneficial interest without par value New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None Not Applicable (Title of class) Not Applicable (Title of class) Item 1. Business Meditrust Acquisition Company ("MAC") is a Massachusetts business trust and wholly-owned subsidiary of Meditrust, a Massachusetts business trust ("Meditrust"), formed on June 18, 1997 to facilitate the mergers of MAC and Meditrust into Santa Anita Realty Enterprises, Inc., a Delaware corporation ("Realty"), and Santa Anita Operating Company, a Delaware corporation ("Operating"). On June 19, 1997 Meditrust Acquisition Corporation IV, a Delaware corporation and wholly-owned subsidiary of Meditrust ("MAC IV"), assigned to MAC all its rights, interests and obligations under an Amended and Restated Agreement and Plan of Merger by and among MAC IV, Meditrust, Realty and Operating and MAC entered into a Second Amended and Restated Agreement and Plan of Merger with Meditrust, MAC IV, Realty and Operating. The Second Amended and Restated Agreement and Plan of Merger served as a novation of the original merger agreement, substituted MAC as a party thereto and discharged MAC IV. In September 1997, MAC will enter into a Third Amended and Restated Agreement and Plan of Merger with Meditrust, Realty and Operating (the "Merger Agreement") to correct certain inaccuracies contained in the Second Amended and Restated Agreement and Plan of Merger. In September 1997, MAC expects to receive approximately $43,588,907 from Meditrust and thereafter to purchase shares of the common stock of Realty, $.10 par value, and Operating, $.10 par value (collectively, with the common stock of Realty, the "Santa Anita Paired Common Stock") from Realty and Operating as will be contemplated by the Merger Agreement (the "Acquired Shares"). If the Merger is not consummated, the Merger Agreement will provide that MAC will be entitled to customary registration rights with respect to the Santa Anita Paired Common Stock acquired. In September 1997, MAC also intends to enter into two agreements with Meditrust: (i) a Pairing Agreement pursuant to which the MAC shares of beneficial interest without par value (the "MAC Shares") will be paired with the Meditrust shares of beneficial interest without par value (the "Meditrust Shares") so that they are transferable only in units, each of which shall consist of one Meditrust Share and one MAC Share, and (ii) a Distribution Agreement pursuant to which Meditrust will distribute to each holder of Meditrust Shares as a dividend one MAC Share for each Meditrust Share held by such shareholder (the "Distribution") and Meditrust will provide MAC with such transitional services as MAC shall reasonably request for a period of time following the Distribution. MAC will receive no proceeds as a result of the Distribution. Other than entering into the Merger Agreement and consummating the transactions contemplated thereby, purchasing and holding such shares of Santa Anita Paired Common Stock, and entering into the Pairing Agreement and Distribution Agreement and consummating the transactions contemplated thereby, MAC will conduct no business of any kind. Furthermore, MAC has generated no revenue, profits or losses since its formation and has not entered into any transactions with any third party except as described above. MAC is not a party to any legal proceedings. -2- MAC has elected to qualify as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"). Item 2. Financial Information MAC has generated no revenue, income or losses, has no assets (other than the Acquired Shares, when acquired) and has no liabilities other than liabilities pursuant to the above agreements. Item 3. Properties None. Item 4. Security Ownership of Beneficial Owners and Management The following table sets forth the number of shares of MAC owned directly or indirectly by (i) each person who beneficially owns more than 5% of MAC Shares, and (ii) each Trustee of MAC and all Trustees and executive officers of MAC as a group. Shares Beneficially Shares Beneficially Owned Owned as as a Percentage of Name and Principal Occupation or Employment of August 31, 1997 Shares Outstanding - ------------------------------------------- ------------------ ------------------ Meditrust...................................... 100 100% David F. Benson................................ -- * President and Treasurer of Meditrust and President and Trustee of MAC Edward W. Brooke............................... -- * Former Partner in the law firm of O'Connor & Hannan and Trustee of MAC All trustees and officers of MAC as a group -- * (3 in number)................................ - -------------- * Less than 1%. Assuming the Distribution occurred as of July 31, 1997, the following table sets forth the number of shares of MAC owned directly or indirectly by (i) each person who beneficially owns more than 5% of MAC Shares, and (ii) each Trustee of MAC and all Trustees and executive officers of MAC as a group. Numbers may not be exact as a result of changes in ownership of Meditrust Shares between July 31, 1997 and the date of the Distribution. -3- Shares Beneficially Owned as a Percentage of Name and Principal Occupation or Employment July 31, 1997(1) Shares Outstanding - ------------------------------------------- ---------------- ------------------ Franklin Resources, Inc............................ 3,202,838(2) 5.3% 77 Mariners Island Blvd. San Mateo, CA 94404 David F. Benson.................................... 66,137(3) * President and Treasurer of Meditrust and President and Trustee of MAC Edward W. Brooke................................... 92,555(4) * Former Partner in the law firm of O'Connor & Hannan and Trustee of MAC All Trustees and officers of MAC as a group 180,411(5) * (3 in number)............................. - --------------- * Less than 1%. (1) Unless otherwise indicated, the number of MAC Shares stated as being owned beneficially includes (i) MAC Shares beneficially owned by spouses, minor children and/or other relatives in which the trustee may share voting or investment power and (ii) any MAC Shares listed as being subject to options exercisable within 60 days of July 31, 1997. (2) Based on information concerning beneficial ownership of Meditrust Shares as of December 31, 1996 as set forth in the Schedule 13G of Franklin Resources, Inc. dated February 13, 1997. (3) Includes 55,706 MAC Shares Mr. Benson has the right to acquire beneficial ownership of upon exercise of an option exercisable within 60 days of July 31, 1997. (4) Includes 40,000 MAC Shares Mr. Brooks has the right to acquire beneficial ownership of upon exercise of an option exercisable within 60 days of July 31, 1997. Does not include 817 MAC Shares owned by Mr. Brooke's wife, 2,271 MAC Shares owned of record by Mr. Brooke as custodian for his son and 2,100 MAC Shares owned of record by Mr. Brooke as trustee for his grandchildren, as to which MAC Shares Mr. Brooke disclaims any beneficial interest. (5) Includes 109,039 MAC Shares the Trustees and officers of MAC have the right to acquire beneficial ownership of upon exercise of an option exercisable within 60 days of July 31, 1997. Item 5. Directors and Executive Officers David F. Benson, age 48, has been the President and a Trustee of MAC since its inception in June 1997. He has also served as the President and a Trustee of Meditrust, the sole shareholder of MAC, since September 1991 and previously was Treasurer of Meditrust from January 1986 to May 1992 and The Mediplex Group, Inc., from January 1986 through June 1987. He was previously associated with Coopers & Lybrand, L.L.P., independent accountants, from 1979 to 1985. Mr. Benson is a Trustee of Mid-Atlantic Realty Trust and a member of the Board of Directors of Harborside Healthcare Corporation and Nursing Home Properties, Plc. Edward W. Brooke, age 77, has been a Trustee of MAC since its inception in June 1997. He has also been a Trustee of Meditrust, the sole shareholder of MAC, since 1985. -4- Mr. Brooke was a partner of O'Connor & Hannan, a Washington, D.C. law firm, from 1979 until January 1997. From 1979 until October 1990 he was Of Counsel to Csaplar & Bok, a Boston law firm. He was United States Senator from Massachusetts from January 1967 to January 1979 and the Massachusetts Attorney General from 1963 to 1967. Michael S. Benjamin, age 39, has been the Secretary of MAC since its inception in June 1997. He has also been Senior Vice President, Secretary and General Counsel of Meditrust, the sole shareholder of MAC, since October 1993. He was Vice President, Secretary and General Counsel from May 1992 to October 1993, Secretary and General Counsel from December 1990 to May 1992 and Assistant Counsel to Meditrust from November 1989 to December 1990. His previous association was with the firm of Brown, Rudnick, Freed & Gesmer, from 1983 to 1989. Item 6. Executive Compensation The management of MAC, including the Chief Executive Officer, receives no compensation. Item 7. Certain Relationships and Related Transactions In September 1997, MAC expects to receive approximately $43,588,907 from Meditrust and thereafter to purchase shares of Santa Anita Paired Common Stock from Realty and Operating as will be contemplated by the Merger Agreement. If the Merger is not consummated, the Merger Agreement will provide that MAC will be entitled to customary registration rights with respect to the Santa Anita Paired Common Stock acquired. In September 1997, MAC also intends to enter into two agreements with Meditrust: (i) a Pairing Agreement pursuant to which the MAC Shares will be paired with the Meditrust Shares so that they are transferable only in units, each of which shall consist of one Meditrust Share and one MAC Share, and (ii) a Distribution Agreement pursuant to which Meditrust will distribute to each holder of Meditrust Shares as a dividend one MAC Share for each Meditrust Share held by such shareholder and Meditrust will provide MAC with such transitional services as MAC shall reasonably request for a period of time following the Distribution. MAC will receive no proceeds as a result of the Distribution. Item 8. Legal Proceedings None. Item 9. Market Price of and Dividends on MAC Shares Beneficial Interest and Related Stockholder Matters There is no established public trading market for the MAC Shares. -5- Under the Pairing Agreement, upon exercise of a stock option or conversion of any other security convertible into Meditrust Shares granted or issued by Meditrust prior to the Merger, MAC will agree to issue a number of MAC Shares to the exercising optionee, or to the holder of such other security convertible into Meditrust Shares, equal to the number of shares issued by Meditrust upon such exercise or conversion. Meditrust will agree to pay to MAC the fair market value of any MAC Shares issued as of the date of such exercise or conversion. Other than the MAC Shares to be held by the Trustees and officers of MAC, no MAC Shares are eligible for sale pursuant to Rule 144 under the Securities Act of 1933, as amended and MAC has not agreed to register any shares under the Securities Act for sale by holders of such shares. There are no MAC shares that are being, or have been publicly proposed to be, publicly offered by MAC, the offering of which could have a material effect on the market price of the MAC Shares. Meditrust is the only holder of MAC Shares as of August 31, 1997. MAC has elected to qualify as a real estate investment trust under the Code. In order for MAC's real estate investment income, if any, not to be subject to federal corporate income taxes, at least 95% of such income must be distributed to MAC's shareholders. Item 10. Recent Sales of Unregistered Securities MAC issued 100 MAC Shares to Meditrust on August 8, 1997. Item 11. Description of MAC Shares of Beneficial Interest There is no limit on the number of shares of beneficial interest MAC is authorized to issue. Shares may be issued by the Board of Trustees in one or more classes or series with such relative rights and preferences as may be designated by the Trustees without any vote of the shareholders. The outstanding shares of MAC are of one class and without par value. The following description is qualified in all respects by reference to MAC's Declaration of Trust (the "MAC Declaration") and By-Laws, copies of which are incorporated herein by reference. Shares of Beneficial Interest All of MAC's Shares participate equally in dividends and in net assets available for distribution to shareholders on liquidation or termination of MAC, have one vote per share on all matters submitted to a vote of the shareholders and do not have cumulative voting rights in the election of Trustees. -6- Additional Provisions The MAC Declaration provides that annual meetings of shareholders are to be held within six months after the end of each fiscal year and special meetings of the shareholders may be called by the President of MAC, a majority of the Trustees or a majority of the Independent Trustees (defined in the MAC Declaration) and shall be called upon the written request of the holders of 10% or more of the outstanding MAC Shares. Whenever any action is to be taken by the shareholders, it shall, except as otherwise clearly indicated in the MAC Declaration, be authorized by holders of a majority of the MAC Shares present in person or represented by proxy and entitled to vote thereon, provided that such majority shall be at least a majority of the number of MAC Shares required to constitute a quorum. Notwithstanding the foregoing, at all elections of Trustees, voting by shareholders shall be conducted under the non-cumulative method and the election of Trustees shall be by the affirmative vote of the holders of MAC Shares representing a plurality of the MAC Shares then outstanding which are present in person or by proxy at a meeting in which a quorum is present. Whenever shareholders are required or permitted to take any action (unless a vote at a meeting is specifically required, as with respect to termination or amendment of the MAC Declaration), such action may be taken without a meeting by written consents setting forth the action so taken, signed by the holders of a majority (or such higher percentage as may be specified) of the outstanding MAC Shares that would be entitled to vote thereon at a meeting. Except with respect to matters on which a shareholders' vote is specifically required by the MAC Declaration, no action taken by the shareholders at any meeting shall in any way bind the Trustees. The MAC Shares have no preemptive, conversion, exchange, sinking fund or appraisal rights. Pairing The Meditrust Shares and MAC Shares will be transferable and tradeable only in combination as units, each unit consisting of one Meditrust Share and one MAC Share. After the Distribution, the MAC Shares will be evidenced by the certificates for the related Meditrust Shares and the registered holders of the Meditrust Shares will also be the registered holders of the related MAC Shares. Transfer Agent and Registrar Boston EquiServe, Canton, Massachusetts, will act as transfer agent and registrar of the MAC Shares. -7- Item 12. Indemnification of Trustees and Officers The MAC Declaration provides for indemnification of present and former Trustees and officers against expense or liability in any action arising out of such persons' activities on behalf of MAC, except to the extent arising from his own gross negligence or willful misconduct. Item 13. Financial Statements and Supplementary Information. Because MAC has conducted no business other than that specified in response to Item 1, no financial statements have been filed as part of this Registration Statement. Item 14. Changes in and Disagreements with Accountants and Financial Disclosure None. Item 15. Financial Statements and Exhibits. (a) Exhibits. The following is a list of exhibits which are incorporated as part of the Registration Statement by reference. Exhibit No. Exhibit ----------- ------- *3(i)(a) Declaration of Trust *3(i)(b) First Amendment to Declaration of Trust *3(ii)(a) By-Laws *3(ii)(b) First Amendment to By-Laws *10.1 Form of Third Amended and Restated Agreement and Plan of Merger *10.2 Form of Pairing Agreement *10.3 Form of Agreement and Plan of Distribution - ------------------ * Filed herewith. -8- Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, MAC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. MEDITRUST ACQUISITION COMPANY By: /s/ Michael S. Benjamin ------------------------------- Michael S. Benjamin, Secretary Date: September 10, 1997 -9-