1
Filed pursuant to Rule 424(b)(5)
Registration No. 33-50835
PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 16, 1994)
4,500,000 SHARES
[MEDITRUST LOGO]
SHARES OF BENEFICIAL INTEREST
------------------------
Meditrust, a Massachusetts business trust (the "Company"), is the largest
dedicated health care real estate investment trust in the United States based on
its gross real estate investments of approximately $1.4 billion as of June 30,
1994. See "The Company."
The Company's shares of beneficial interest (the "Shares") are listed on
the New York Stock Exchange ("NYSE") under the symbol "MT." On October 18, 1994,
the last reported sale price of the Shares as reported by the NYSE was $30.875
per Share. It is anticipated that approximately 500,000 Shares will be offered
outside the United States to non-United States citizens or residents.
See "Other Matters" for information concerning certain recent developments.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
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UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
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Per Share......................... $30.875 $1.544 $29.331
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Total(3).......................... $138,937,500 $6,946,875 $131,990,625
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(1) For information regarding indemnification, see "Underwriting."
(2) Before deducting expenses payable by the Company estimated at $260,000.
(3) The Company has granted the Underwriters a 30-day option to purchase 675,000
additional Shares, solely to cover over-allotments, if any. If the option is
exercised in full, the total "Price to Public," "Underwriting Discounts and
Commissions" and "Proceeds to Company" will be $159,778,125, $7,988,906 and
$151,789,219, respectively. See "Underwriting."
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The Shares are offered by the Underwriters when, as and if delivered to and
accepted by the Underwriters and subject to various prior conditions, including
their right to reject orders in whole or in part. It is expected that delivery
of Share certificates will be made in New York, New York on or about October 26,
1994.
NATWEST SECURITIES LIMITED
DEAN WITTER REYNOLDS INC.
PAINEWEBBER INCORPORATED
SMITH BARNEY INC.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS OCTOBER 19, 1994.
2
[GRAPHS ON INSIDE COVER]
SEE APPENDIX FOR DESCRIPTION OF CHARTS THAT APPEAR ON THIS PAGE.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SHARES OF THE
COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED ON THE NYSE. SUCH STABILIZING, IF COMMENCED,
MAY BE DISCONTINUED AT ANY TIME.
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THE COMPANY
The Company is the largest dedicated health care real estate investment
trust ("REIT") in the United States, based on its gross real estate investments
of approximately $1.4 billion as of June 30, 1994. The objective of the Company
is to enable shareholders to participate in the investment in health care
related facilities held primarily for the production of cash flows to be
distributed to shareholders. In meeting this objective, the Company invests in
high quality facilities that are managed by experienced operators and attempts
to achieve diversity in its property portfolio by sector of the health care
industry, geographic location, operator and form of investment.
As of June 30, 1994, the Company had investments in 233 facilities,
consisting of 193 long-term care facilities, 23 rehabilitation hospitals, five
medical office buildings, two alcohol and substance abuse facilities, six
psychiatric hospitals and four retirement facilities. The properties are located
in 34 different states and are operated by 30 health care companies. Of the 30
different operators, six are publicly-traded companies (i.e., Sun Healthcare
Group, Inc., Continental Medical Systems, Inc., Geriatric and Medical Centers,
Inc., Integrated Health Services, Inc., Mariner Health Group, Inc. and NovaCare,
Inc.), and constitute over 50% of the Company's real estate investments.
The Company's real estate investments are either owned by the Company or
secured by a mortgage lien. As of June 30, 1994, permanent mortgage loans
constituted 53%, sale/leaseback transactions constituted 44% and development
mortgage financing constituted 3% of the Company's portfolio as measured by
gross real estate investments. The leases and mortgages provide for rental or
interest rates which generally range from 10% to 13% per annum of the
acquisition price or mortgage amount. The leases and mortgages generally provide
for an initial term of 10 years, with the leases having one or more five-year
renewal options. The leases and mortgages also provide for additional rent and
interest which are generally based upon a percentage of increased revenues over
specific base period revenues of the related properties. For the year ended
December 31, 1993, the aggregate amount of additional rent and interest was $8.7
million compared to $7.6 million for the year ended December 31, 1992.
In addition, the Company usually obtains guarantees from the parent
corporation, if any, of the operator or affiliates or individual principals of
the operator. Most obligations are backed by letters of credit, security
deposits or pledges of certificates of deposit which cover from three to twelve
months of lease or mortgage payments. In addition, permanent mortgage and
development mortgage loans generally are cross-collateralized with any other
mortgage and development loans, leases or other agreements between the Company
and the same operator or any affiliated operators. Leases and mortgage loans
generally are cross-defaulted with any other leases or mortgages between the
Company and the same operator or any affiliated operators. With respect to
development mortgage loans, the Company generally requires guaranteed maximum
price construction contracts, performance completion bonds or guarantees and
cost overrun guarantees. The Company enters into a development mortgage loan
only when the Company will also be the permanent owner or mortgage lender. In
making its investment decisions, the Company reviews, among other criteria, the
operational viability of the facility, the experience and competency of the
operator and the financial strength of the guarantor.
The Company's principal executive offices are located at 197 First Avenue,
Needham Heights, Massachusetts 02194, and its telephone number is (617)
433-6000.
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For United Kingdom purchasers: The Shares may not be offered or sold in the
United Kingdom other than to persons whose ordinary business is to buy or sell
equity securities, whether as principal or agent (except in circumstances that
do not constitute an offer to the public within the meaning of the Companies Act
of 1985), and this Prospectus Supplement may only be issued or passed on to any
person in the United Kingdom if that person is of a kind described in Article
9(3) of the Financial Services Act of 1986 (Investment Advertisements)
(Exemptions) Order 1988, as amended.
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USE OF PROCEEDS
The Company intends to use the net proceeds from the offering in the amount
of $131,730,625 ($151,529,219 if the Underwriters exercise their over-allotment
option) to reduce the Company's bank lines of credit, the outstanding balances
of which were $170,500,000 as of October 18, 1994 and bear interest at the
lenders' respective prime rates or LIBOR plus 1.5%. See "Use of Proceeds" in the
accompanying Prospectus.
PRICE RANGE OF SHARES AND DIVIDEND HISTORY
The Shares have been traded on the NYSE under the symbol "MT" since 1987.
Prior to that, the Shares were traded on the NASDAQ National Market System. As
of October 18, 1994, there were 4,347 holders of record of the Shares. The
following table sets forth for the periods shown the high and low sale prices
for the Shares as reported on the NYSE composite tape and the dividends declared
by the Company during the periods shown. On October 18, 1994, the last reported
sale price of the Shares as reported by the NYSE was $30.875 per Share.
PRICE OF SHARES
------------------ REGULAR DIVIDENDS
HIGH LOW DECLARED PER SHARE
------- ------- ------------------
1992
First Quarter............................ $31.25 $25.50 $ 0.6075
Second Quarter........................... 28.50 25.375 0.6125
Third Quarter............................ 30.00 27.625 0.6175
Fourth Quarter........................... 31.375 28.25 0.6225
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Total.................................................. $ 2.46
========
1993
First Quarter............................ $34.00 $29.125 $ 0.6275
Second Quarter........................... 33.75 30.25 0.6325
Third Quarter............................ 34.625 31.875 0.6375
Fourth Quarter........................... 34.25 31.25 0.6425
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Total.................................................. $ 2.54
========
1994
First Quarter............................ $35.25 $31.375 $ 0.6475
Second Quarter........................... 35.875 32.125 0.6525
Third Quarter............................ 34.25 30.625 0.6575
Fourth Quarter (through October 18,
1994).................................. 32.625 30.875
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DISTRIBUTIONS
The Company's policy is to make cash distributions on its Shares on a
quarterly basis. Since its organization in 1985, the Company has made regular
and uninterrupted distributions which have never been reduced or omitted.
Distributions have been increased in each of the 34 fiscal quarters since the
Company's inception.
The dividends of the Company are based upon cash flow (i.e., net cash
provided by operating activities). As a result of noncash expenses, primarily
depreciation and amortization, cash flow and cash distributions have exceeded
the Company's earnings and profits. Portions of the distributions which were not
attributable to earnings and profits represent a return of capital and are not
subject to federal income tax to the extent they do not exceed the shareholder's
basis in his shares. The Company made cash distributions aggregating $2.54 per
Share in 1993, 14.9% of which was considered a nontaxable return of capital and
5.3% of which was considered a long-term capital gain. The Company made cash
distributions aggregating $2.46 per share in 1992 and $2.38 per Share in 1991 of
which 30.3% and 30.6% were considered nontaxable returns of capital in 1992 and
1991, respectively.
The Company intends to distribute to its shareholders on a quarterly basis
a majority of cash flow from operating activities available for distribution.
Cash flow from operating activities available for distribution to shareholders
of the Company will be derived primarily from the rental payments and interest
payments derived from its real estate investments. All distributions will be
made by the Company at the discretion of the Board of Trustees and will depend
on the earnings of the Company, its financial condition and such other factors
as the Board of Trustees deem relevant. In order to qualify for the beneficial
tax treatment afforded to REITs by Sections 856 to 860 of the Internal Revenue
Code, the Company is required to make distributions to holders of its Shares
which annually will be at least 95% of the Company's "real estate investment
trust taxable income."
The first dividend that purchasers of the Shares offered hereby are
expected to participate in will relate to the fourth quarter of 1994. In prior
years, the dividend relating to the fourth fiscal quarter has typically been
paid in February of the following year.
OTHER MATTERS
In June 1994, the merger of Sun Healthcare Group, Inc. and The Mediplex
Group, Inc. ("Mediplex") was completed. As of June 30, 1994, the merged entities
comprised approximately 27% of the Company's $1.4 billion portfolio of gross
real estate investments. As a condition of the Company's consent to this merger,
the financing for the merger was provided by newly raised funds from external
sources, including equity and unsecured convertible debt, all existing Mediplex
lease and mortgage terms were extended to between 2004 and 2008 and adjusted to
include annual rate escalators, investments in two alcohol and substance abuse
treatment facilities and one psychiatric hospital located in New York were
significantly reduced, and any active participation in the newly merged company
by Abraham D. Gosman was eliminated. As a result, management believes the newly
merged entity will continue to be a financially strong participant in the
Company's portfolio of operators.
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SELECTED FINANCIAL DATA
The following table presents selected financial information with respect to
the Company for the five years ended December 31, 1993 and the six-month periods
ended June 30, 1993 and 1994. This financial information has been derived from
financial statements included in the Company's Annual Reports on Form 10-K and
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994
and should be read in conjunction with those financial statements and
accompanying footnotes.
SIX MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
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1994 1993 1993 1992 1991 1990 1989
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(IN THOUSANDS, EXCEPT PER SHARE DATA)
OPERATING DATA:
Revenues.............................. $ 83,373 $ 73,936 $ 150,826 $ 132,394 $112,910 $89,121 $71,601
---------- ---------- ---------- ---------- -------- ------- -------
Expenses:
Interest expense.................... 33,044 31,728 62,193 58,159 56,886 43,494 34,614
Depreciation and amortization....... 8,995 7,634 16,277 14,032 13,185 10,821 9,625
General and administrative
expenses.......................... 4,621 3,735 8,720 8,845 4,930 5,824 5,847
---------- ---------- ---------- ---------- ------- ------- -------
Total expenses........................ 46,660 43,097 87,190 81,036 75,001 60,139 50,086
---------- ---------- ---------- ---------- ------- ------- -------
Net income before extraordinary
item................................ 36,713 30,839 63,636 51,358 37,909 28,982 21,515
Loss on prepayment of debt............ 3,684
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Net income............................ $ 36,713 $ 30,839 $ 63,636 $ 51,358 $34,225 $28,982 $21,515
========= ========= ========= ========= ======= ======= =======
OTHER DATA:
Shares of beneficial interest
(weighted
average)............................ 33,817 30,300 31,310 26,360 21,710 18,409 15,721
Cash flow from operating activities
available for distribution(1)....... $ 47,231 $ 40,532 $ 84,831 $ 67,942 $53,950 $44,110 $34,761
PER SHARE:
Net income before extraordinary
item................................ $1.09 $1.02 $2.03 $1.95 $1.75 $1.57 $1.37
Net income............................ 1.09 1.02 2.03 1.95 1.58 1.57 1.37
Dividends paid(2)..................... 1.30 1.26 2.54 2.46 2.38 2.33 2.09
JUNE 30, DECEMBER 31,
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1994 1993 1993 1992 1991 1990 1989
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BALANCE SHEET DATA:
Real estate investments, net.......... $1,331,902 $1,146,982 $1,214,308 $1,021,630 $842,518 $746,617 $647,104
Total assets.......................... 1,445,438 1,227,373 1,310,401 1,094,941 928,254 821,741 681,638
Long-term obligations................. 766,868 600,219 658,245 606,585 463,695 512,010 417,039
Total liabilities..................... 825,216 676,693 724,606 663,458 500,736 548,378 459,885
Total shareholders' equity............ 620,222 550,680 585,795 431,483 427,518 273,363 221,753
<FN>
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(1) Consists of net income plus depreciation, amortization of debt issuance
costs, provision for losses, loss on prepayment of debt, partnership
distributions in excess of income and deferred income received in cash net
of amortization of deferred income and less gain on sale of real estate and
mortgage prepayments.
(2) Dividends, used in this context, may include distributions in excess of
current or accumulated net income.
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CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company (i) as of June 30, 1994, (ii) as adjusted to reflect additional
borrowings under the Company's bank lines of credit (the outstanding balances of
which were $170,500,000 as of October 18, 1994), to give effect to the sale of
the Shares offered hereby and to reflect the application of the net proceeds
from the offering to reduce the Company's bank lines of credit and (iii)
assuming full conversion of all outstanding debentures issued by the Company.
See "Use of Proceeds." The capitalization table should be read in conjunction
with the Company's financial statements and related notes incorporated by
reference in this Prospectus Supplement and the accompanying Prospectus.
JUNE 30, 1994
----------------------------------------
FULLY
ACTUAL AS ADJUSTED CONVERTED(1)
--------- ----------- ------------
(000'S OMITTED IN TABLE)
Indebtedness and other liabilities:
Senior unsecured notes payable, net................ $ 285,003 $ 285,003 $ 285,003
Senior mortgage notes payable, net................. 31,905 31,905 31,905
Bonds and mortgages payable, net................... 59,684 59,684 59,684
9% Convertible debentures, net..................... 27,738 27,738 0
7% Convertible debentures, net..................... 51,657 51,657 0
6 7/8% Convertible debentures, net................. 84,239 84,239 0
7 1/2% Convertible debentures, net................. 87,614 87,614 0
Demand notes payable............................... 49,489 49,489 49,489
Bank notes payable, net............................ 89,539 38,769 38,769
Deferred income.................................... 14,259 14,259 14,259
Accrued expenses and other liabilities............. 44,089 44,089 44,089
Shareholders' equity:
Shares of beneficial interest without par value:
unlimited Shares authorized,
34,347,995 Shares issued and outstanding at
6/30/94,
38,847,995 as adjusted, and
46,447,801 Shares issued and outstanding assuming
100% conversion of all outstanding debentures, net
of distributions in excess of net income(1)........ 620,222 751,953 1,003,201
---------- ---------- ----------
Total capitalization............................ $1,445,438 $1,526,399 $1,526,399
========== ========== ==========
<FN>
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(1) Assumes 100% conversion of all convertible debentures of the Company, based
on a conversion price of $36.18 per Share for the 7 1/2% debentures, $37.125
per Share for the 6 7/8% debentures, $30.625 per Share for the 7% debentures
and $27.00 per Share for the 9% debentures.
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UNDERWRITING
The underwriters named below (the "Underwriters") have severally agreed,
subject to the terms and conditions of the Underwriting Agreement, to purchase
from the Company the number of Shares set forth opposite their respective names:
NUMBER
OF
NAME SHARES
-------------------------------------------------------------- --------
NatWest Securities Limited.................................... 1,125,000
Dean Witter Reynolds Inc...................................... 1,125,000
PaineWebber Incorporated...................................... 1,125,000
Smith Barney Inc.............................................. 1,125,000
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TOTAL.................................................... 4,500,000
=========
The Underwriters are committed to purchase all of the Shares offered
hereby, if any Shares are purchased.
The Underwriters propose to offer the Shares directly to the public at the
public offering price set forth on the cover page of this Prospectus Supplement
and to certain securities dealers at such price less a concession not in excess
of $0.85 per Share. The Underwriters may allow, and such selected dealers may
reallow, a concession not in excess of $0.10 per Share to certain brokers and
dealers.
The Company has granted the Underwriters an option for 30 days after the
date of this Prospectus Supplement to purchase at the public offering price,
less the underwriting discount, as set forth on the cover page of this
Prospectus Supplement, up to 675,000 additional Shares. If the Underwriters
exercise their option to purchase any of the additional Shares, each of the
Underwriters will have a firm commitment, subject to certain conditions, to
purchase approximately the same percentage thereof which the number of Shares to
be purchased by each of them as shown in the above table bears to the 4,500,000
Shares offered hereby. The Underwriters may exercise such option only to cover
over-allotments in connection with the sale of the 4,500,000 Shares offered
hereby.
The Underwriting Agreement provides that the Company will indemnify the
several Underwriters against certain liabilities, including civil liabilities
under the Securities Act of 1933, or will contribute to payments the
Underwriters may be required to make in respect thereof.
The Company has agreed that, until 90 days after the date of this
Prospectus Supplement, it will not, without the consent of NatWest Securities
Limited ("NatWest"), sell, offer to sell, issue, distribute or otherwise dispose
of in the United States any Shares or any securities or interests convertible
into, or exercisable or exchangeable for, Shares, other than (a) the Shares
offered hereby, (b) Shares issuable upon the conversion of the Company's
outstanding convertible debentures or upon the exercise of outstanding stock
options or (c) grants to employees for compensation purposes.
NatWest, a United Kingdom broker-dealer and a member of the Securities and
Futures Authority Limited, has agreed that, as part of the distribution of the
Shares offered hereby and subject to certain exceptions, it will not offer or
sell any Shares within the United States, its territories or possessions or to
persons who are citizens thereof or residents therein. The Underwriting
Agreement does not limit sale of the Shares offered hereby outside of the United
States.
NatWest has further represented and agreed that (a) it has not offered or
sold and will not offer or sell in the United Kingdom by means of any document,
any Shares other than to persons whose ordinary business it is to buy or sell
equity securities (whether as principal or agent) or in circumstances which do
not constitute an offer to the public within the meaning of the Companies Act of
1985; (b) it has complied and will comply with all applicable provisions of the
Financial Services Act of 1986 with respect to anything done by it in relation
to the Shares in, from or otherwise involving the United Kingdom and (c) it has
issued or passed on and will issue or pass on to any person in the United
Kingdom any document received by it in connection with the issue of the Shares
only if that person is of a kind described in article 9(3) of the Financial
Services Act of 1986 (Investment Advertisements) (Exemptions) Order 1988, as
amended.
The Underwriters have provided, and expect in the future to provide,
services to the Company.
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LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Nutter, McClennen & Fish. In addition, Nutter, McClennen & Fish has
passed upon certain federal income tax matters relating to the Company. Stroock
& Stroock & Lavan will pass upon certain legal matters for the Underwriters.
S-9
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE HEREIN, IN
CONNECTION WITH THIS OFFERING AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR
SOLICITATION OF AN OFFER TO BUY, ANY OF THESE SECURITIES IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT
THE INFORMATION IN THE PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
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TABLE OF CONTENTS
PAGE
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PROSPECTUS SUPPLEMENT
The Company............................ S-3
Use of Proceeds........................ S-4
Price Range of Shares and Dividend
History.............................. S-4
Distributions.......................... S-5
Other Matters.......................... S-5
Selected Financial Data................ S-6
Capitalization......................... S-7
Underwriting........................... S-8
Legal Matters.......................... S-9
PROSPECTUS
Available Information.................. 2
Incorporation of Certain Documents by
Reference............................ 2
The Company............................ 3
Ratio of Earnings to Fixed Charges..... 4
Use of Proceeds........................ 4
Description of Shares.................. 4
Description of Debt Securities......... 6
Description of Securities Warrants..... 10
Plan of Distribution................... 13
Legal Matters.......................... 13
Experts................................ 13
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4,500,000 SHARES
[MEDITRUST LOGO]
SHARES OF BENEFICIAL INTEREST
------------------------
NATWEST SECURITIES LIMITED
DEAN WITTER REYNOLDS INC.
PAINEWEBBER INCORPORATED
SMITH BARNEY INC.
PROSPECTUS SUPPLEMENT
OCTOBER 19, 1994
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11
APPENDIX
Description of Charts contained in Meditrust Prospectus
Supplement filed pursuant to Rule 424(b)(5)
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Inside Front Cover
------------------
I. Bar chart showing Meditrust's gross real estate investments as of
December 31, 1986 through 1993 and as of June 30, 1994
II. Bar chart showing total return (average of the annual increase or
decrease in market value over the previous year plus dividend income) on
Meditrust shares of beneficial interest (24%), Dow Jones Industrial
Average (16%) and Standard & Poor's 500 (15%) for the eight years ended
December 31, 1993
III. Pie chart showing percentages of Meditrust's total gross real estate
investments in each of its operators as of June 30, 1994
IV. Bar chart showing per share annual dividends paid by Meditrust in 1986
through 1993
Inside Back Cover
-----------------
I. Map of the United States showing number of healthcare facilities owned by
or mortgaged to Meditrust in each state as of June 30, 1994
II. Pie chart showing percentages of Meditrust's gross real estate
investments in long-term care, rehabilitation, alcohol and substance
abuse and retirement living facilities, psychiatric hospitals and
medical office buildings