Exhibit 3(i)(b)
MEDITRUST ACQUISITION COMPANY
-------------------------------
FIRST AMENDMENT TO DECLARATION OF TRUST
-----------------------------------------
AUGUST 8, 1997
WITNESSETH:
WHEREAS, Meditrust Acquisition Company (the "Trust") was formed as a
Massachusetts business trust pursuant to a Declaration of Trust, dated June 2,
1997 and filed with the Secretary of State of the Commonwealth of Massachusetts
on June 18, 1997 (the "Declaration"), for the principal purpose of affecting a
Merger with Santa Anita Operating Company; and
WHEREAS, the Trustees desire to amend the Declaration in order to
clarify and more accurately state a particular provision of the Declaration;
NOW, THEREFORE, it is hereby agreed and declared by the Trustees that
Section 6.2 of the Declaration is hereby amended and replaced with the
following:
6.2 Certificates. Initial ownership of Shares by Meditrust, a
------------
Massachusetts business trust, shall be evidenced by
certificates (the "Original MAC Shares"). Upon the exchange by
Meditrust of the Original MAC Shares for a number of Shares
equal to the total number of Meditrust shares outstanding as
of the Record Date for the Spin-Off (as such terms are defined
in that certain Agreement and Plan of Distribution, to be
entered into by and between Meditrust and the Trust),
ownership of Shares shall be evidenced by certificates
representing shares of Meditrust beneficial interest without
par value ("Meditrust Shares"). Each holder of Meditrust
Shares shall be deemed to own an equal number of Shares.
IN WITNESS WHEREOF, the undersigned has signed these presents all on the day
and year first above written.
David Benson
/s/ David F. Benson
--------------------------------
As Trustee, and not individually
ACKNOWLEDGEMENT
COMMONWEALTH OF MASSACHUSETTS ,1997
SS:
COUNTY OF SUFFOLK
On this 28th day of August, 1997, before me personally appeared David
Benson, to me known to be the person described in and who executed the foregoing
instrument, and acknowledged that he executed the same as his free act and deed.
Notarial Seal /s/ Jennifer K. Smith
-----------------------------
Notary Public
My commission expires: January 22, 2004
-2-
IN WITNESS WHEREOF, the undersigned has signed these presents all on
the day and year first above written.
Edward W. Brooke
/s/ Edward W. Brooke
---------------------------------
As Trustee, and not individually
ACKNOWLEDGMENT
COMMONWEALTH OF VIRGINIA __, 1997
SS:
CITY OF ALEXANDRIA
On this 21st day of August, 1997, before me personally appeared Edward
W. Brooke, to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free act
and deed.
Notarial Seal /s/ Sherma E. Munger
----------------------------
Notary Public
My commission expires:
September 30, 1999
-3-