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.
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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)................................
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* 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.
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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).............................
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* 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.
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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.
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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.
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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.
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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
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*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
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* Filed herewith.
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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
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