1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended: DECEMBER 31, 1994
Commission file number: 0-14022
MEDITRUST
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-6532031
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
197 FIRST AVENUE, NEEDHAM HEIGHTS, MA. 02194-9127
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (617) 433-6000
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Shares of Beneficial Interest
without par value New York Stock Exchange
9% Convertible Debentures due 2002 New York Stock Exchange
7% Convertible Debentures due 1998 New York Stock Exchange
7 1/2% Convertible Debentures due 2001 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has 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 registrant was
required to file such reports), and (2) has 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 registrant's 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. _____
Aggregate market value of voting shares held by non-affiliates as of February
28, 1995: $1,246,646,000 Number of Shares of Beneficial Interest outstanding of
registrant as of February 28, 1995: 39,782,555
The following documents are incorporated by reference into the indicated Part of
this Form 10-K.
DOCUMENT PART
Annual Report to Shareholders for the Year Ended December 31, 1994 II and IV
Definitive Proxy Statement for the May 25, 1995 Annual Meeting of
Shareholders, to be filed pursuant to Regulation 14A III
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PART I
ITEM 1.
BUSINESS
GENERAL
Unless otherwise specified, information regarding Meditrust's business
is given as of February 28, 1995.
Meditrust (the "Company"), a real estate investment trust organized on
August 6, 1985, invests primarily in the health care industry in locations
throughout the United States. 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 income to be distributed to shareholders.
In meeting this objective, the Company invests in high quality facilities that
are managed by experienced operators and achieves diversity in its property
portfolio by sector of the health care industry, geographic location, operator
and form of investment.
The Company was organized to qualify, and intends to continue to
operate, as a real estate investment trust in accordance with federal tax laws
and regulations. So long as the Company so complies, with limited exceptions,
the Company will not be taxed under federal income tax laws on that portion of
its taxable income that it distributes to its shareholders. The Company has
distributed, and intends to continue to distribute, substantially all of its
real estate investment trust taxable income to shareholders.
As of February 28, 1995, the Company has investments in 278 facilities,
consisting of 234 long-term care facilities, 23 rehabilitation hospitals, two
alcohol and substance abuse treatment facilities, six psychiatric hospitals, six
retirement living centers, six medical office buildings and one acute care
hospital. Included in the 278 facilities are ten properties under construction
that are expected to be completed during the next three to twelve months. The
Company's investments take the form of permanent mortgage loans, sale/leaseback
transactions and development loans. The Company only enters into development
loans if, upon completion of the facility, the Company's development loan is to
be replaced by either a permanent mortgage loan from the Company or a
sale/leaseback transaction with the Company.
The Company's gross real estate investments increased by $262,545,000
during 1994 to $1,550,147,000 at December 31, 1994 as a result of the Company
making permanent mortgage loans and development loans and entering into
sale/leaseback transactions.
Permanent Mortgage Loans. During 1994, the Company provided permanent
mortgage financing of $221,903,000 for 68 long-term care facilities and one
retirement living facility located in Texas, Massachusetts, Florida, Ohio,
Indiana, Missouri, Nebraska and California and refinanced for $50,500,000 an
existing mortgage with a balance of $32,836,000 secured by 28 long-term care
facilities located in Illinois and refinanced for $5,765,000 an existing
mortgage with a balance of $4,246,000 collateralized by a long-term care
facility in Connecticut.
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Sale/Leaseback Transactions. The Company acquired for $18,327,000 three
long-term care facilities located in Connecticut, one long-term care facility
located in Massachusetts and one long-term care facility located in New York and
provided $545,000 for additions to four facilities located in Michigan, New
Hampshire, New York and Washington currently owned by the Company. The Company
also acquired for $11,570,000 a long-term care facility located in Massachusetts
which was substituted for a long-term care facility located in Connecticut with
a mortgage balance of $10,232,000.
Other Transactions. In June 1994, The Mediplex Group, Inc. ("Mediplex")
became a wholly-owned subsidiary of Sun Healthcare Group, Inc. ("Sun"). The
merged entities comprise approximately 24% of the Company's portfolio of gross
real estate investments as of December 31, 1994. A condition of the Company's
consent to this merger was the extension of all existing Mediplex lease and
mortgage terms to between 2004 and 2008 and the addition of annual rate
escalators.
In connection with this transaction, the Company (a) terminated its
leases with Mediplex on three properties (two alcohol and substance abuse
treatment facilities and one psychiatric hospital located in New York) with a
net book value of $101,537,000 and replaced these leases with mortgages from Sun
totaling $74,000,000, (b) loaned $11,000,000 to Sun which was collateralized by
a mortgage on a rehabilitation facility located in Colorado and (c) entered into
sale/leaseback transactions with Sun totaling $30,000,000 for two rehabilitation
facilities located in Kentucky and Massachusetts and for a long-term care
facility located in Connecticut. This transaction resulted in a deferred gain of
$13,463,000 currently being recognized over a ten-year period.
Also during 1994, the Company received principal payments on real estate
mortgages of $5,149,000 and proceeds of $18,321,000 from the prepayment of
mortgage loans on a retirement living facility located in Texas and two
long-term care facilities located in Connecticut. In addition, the Company
received proceeds of $4,000,000 from the sale of a long-term care facility in
Texas.
Conversion of Development Loans to Permanent Mortgage Loans. During
1994, the Company provided ongoing development financing of $2,326,000 resulting
in an aggregate funding of $5,600,000 for a long-term care facility located in
Utah.
Development Loans. During 1994, the Company provided net construction
financing of $47,615,000 for six long-term care facilities under construction
and for six medical office buildings under construction and for additions to
three existing long-term care facilities. As of February 28, 1995, the Company
is committed to providing additional financing of approximately $20,493,000 for
the completion of ten facilities.
Financings. In March 1994, the Company issued $90,000,000 of 7 1/2%
convertible debentures due 2001. The Company used the net proceeds to repay
short-term borrowings.
In October 1994, the Company completed the sale of 4,500,000 Shares at
$30.875 per Share. The net proceeds were used to repay short-term borrowings and
for investments in additional health care facilities.
The Company may raise additional capital from public or private sources
and invest in additional health care related facilities.
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INVESTMENT AND OTHER POLICIES
GENERAL
The Company invests in income-producing health care related facilities
which may include long-term care facilities, rehabilitation hospitals, alcohol
and substance abuse treatment facilities, psychiatric hospitals, retirement
living facilities, medical office buildings and other health care related
facilities. These investments are made primarily for the production of income.
Because the Company invests in health care related facilities, the Company is
not in a position to diversify its investment portfolio to include assets
selected to reduce the risks associated with investment in improved real estate
in a single industry. However, the Company intends to continue to diversify its
portfolio by broadening its geographic base, providing financing to more
operators, diversifying the type of health care facilities in its portfolio and
diversifying the types of financing methods provided.
In evaluating potential investments, the Company considers such factors
as: (1) the current and anticipated cash flow and its adequacy to meet
operational needs and other obligations and to provide a competitive market
return on equity to the Company's shareholders; (2) the geographic area, type of
property and demographic profile; (3) the location, construction quality,
condition and design of the property; (4) the potential for capital
appreciation, if any; (5) the growth, tax and regulatory environment of the
communities in which the properties are located; (6) occupancy and demand for
similar health care facilities in the same or nearby communities; (7) an
adequate mix of private and governmental-sponsored patients; (8) potential
alternative uses of the facilities; and (9) prospects of liquidity through
financing or refinancing.
Management conducts market research and analysis for all potential
investments on behalf of the Company. Management also reviews the value of the
property, the interest rates and debt service coverage requirements of any debt
to be assumed and the anticipated sources of repayment for such debt.
The Company's Declaration of Trust places no limitations on the
percentage of the Company's total assets that may be invested in any one
property or joint venture or on the nature or identity of the operators of such
properties. The independent Trustees of the Company, however, may establish such
limitations as they deem appropriate from time to time.
From time to time, the Company enters into senior debt transactions. The
Company has no current plans to underwrite securities of other issuers. The
Company has authority to offer shares of beneficial interest ("Shares") in
exchange for investments which conform to its standards and to repurchase or
otherwise acquire its Shares or other securities. The Company has no present
plans to invest in the securities of others for the purpose of exercising
control, although the Company owns interests in partnerships which own health
care facilities. The Company makes loans on such terms as the Trustees may
approve.
The Company will not, without the prior approval of a majority of
Trustees, including a majority of the independent Trustees of the Company,
acquire from or sell to any Trustee, director, officer or employee of the
Company, or any affiliate thereof, any of the assets or other property of the
Company.
The Company provides its shareholders with annual reports containing
audited financial statements and quarterly reports containing unaudited
financial information.
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REINVESTMENT OF SALES PROCEEDS
In the event the Company sells or otherwise disposes of any of its
properties, the independent Trustees will determine whether and to what extent
the Company will acquire additional properties or distribute the proceeds to the
shareholders.
SHORT-TERM INVESTMENTS
The Company invests its cash in certain short-term investments during
interim periods between the receipt of revenues and distributions to
shareholders. Cash not invested in facilities may be invested in
interest-bearing bank accounts, certificates of deposit, short-term money-market
securities, short-term United States government securities, mortgage-backed
securities guaranteed by the Government National Mortgage Association, mortgages
insured by the Federal Housing Administration or guaranteed by the Veterans
Administration, mortgage loans, mortgage loan participations, and certain other
similar investments. The Company's ability to make certain of these investments
may be limited by tax considerations. The Company's return on these short-term
investments may be more or less than its return on real estate investments.
BORROWING POLICIES
The Company may incur additional indebtedness when, in the opinion of
the Trustees, it is advisable. For short-term purposes, the Company may, from
time to time, negotiate lines of credit, arrange for other short-term borrowings
from banks or others or issue commercial paper. The Company may arrange for
long-term borrowing from banks, insurance companies, public offerings or private
placements to institutional investors. Under the Company's Declaration of Trust
and under documents pertaining to certain existing indebtedness, the Company is
subject to various restrictions with respect to borrowings. See "Prohibited
Investments and Activities."
In addition, the Company may incur mortgage indebtedness on real estate
which it has acquired through purchase, foreclosure or otherwise. When terms are
deemed favorable, the Company may invest in properties subject to existing loans
or mortgages. The Company also may obtain financing for unleveraged properties
in which it has invested or may refinance properties acquired on a leveraged
basis. There is no limitation on the number or amount of mortgages which may be
placed on any one property, but overall restrictions on mortgage indebtedness
are provided under documents pertaining to certain existing indebtedness.
PROHIBITED INVESTMENTS AND ACTIVITIES
The Declaration of Trust prohibits the Company from engaging in any
investment practices or activities that would disqualify the Company as a real
estate investment trust under the provisions of the Internal Revenue Code.
In addition to prohibitions and restrictions imposed by the Declaration
of Trust, there are and may be, from time to time, additional restrictions
imposed by debt instruments or other agreements entered into by the Company.
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POLICY CHANGES
The Declaration of Trust may not be changed by the Trustees without
shareholder approval. All other policies set forth herein may be changed by the
Trustees without shareholder approval.
COMPETITION
The Company competes, primarily on the basis of price, knowledge of the
industry, and flexibility of financing structure, with real estate partnerships,
other real estate investment trusts, banks and other investors generally in the
acquisition, leasing and financing of health care related facilities.
The operators of the facilities compete on a local and regional basis
with other operators of comparable facilities. They compete with independent
operators as well as companies managing multiple facilities, some of which are
substantially larger and have greater resources than the operators of the
Company's facilities. Some of these facilities are operated for profit while
others are owned by governmental agencies or tax-exempt not-for-profit
organizations.
EMPLOYEES
As of December 31, 1994, the operations of the Company were maintained
by 34 employees. The Company has not experienced any significant labor problems
and believes that its employee relations are good.
DECLARATION OF TRUST
The Declaration of Trust of the Company provides that shareholders of
the Company shall not be subject to any liability for the acts or obligations of
the Company and that, as far as is practicable, each written agreement of the
Company is to contain a provision to that effect. No personal liability will
attach to the shareholders for claims under any contract containing such a
provision in writing where adequate notice is given of such provision, except
possibly in a few jurisdictions. With respect to all types of claims in such
jurisdictions and with respect to tort claims, contract claims where the
shareholder liability is not disavowed as described above, claims for taxes and
certain statutory liabilities in other jurisdictions, a shareholder may be held
personally liable to the extent that claims are not satisfied by the Company.
However, the Declaration of Trust provides that, upon payment of any such
liability, the shareholder will be entitled to reimbursement from the general
assets of the Company. The Trustees intend to conduct the operations of the
Company, with the advice of counsel, in such a way as to avoid, as far as is
practicable, the ultimate liability of the shareholders of the Company. The
Trustees do not intend to provide insurance covering such risks to the
shareholders.
GOVERNMENT REGULATION
The amount of percentage rent or additional interest, if any, which
generally is based on the health care facility operator's gross revenues, is in
most cases subject to changes in the reimbursement and licensure policies of
federal, state and local governments. In addition, the acquisition of health
care facilities is generally subject to state and local regulatory approval.
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MEDICARE, MEDICAID, BLUE CROSS AND OTHER PAYORS
Certain of the operators receive payments for patient care from federal
Medicare programs for elderly and disabled patients, state Medicaid programs for
medically indigent and cash grant patients, private insurance carriers,
employers and Blue Cross plans, health maintenance organizations, preferred
provider organizations and directly from patients. In general, Medicare payments
for psychiatric care, long-term care services and rehabilitative care are based
on allowable costs plus a return on equity for proprietary facilities. Payments
from state Medicaid programs for psychiatric care are based on reasonable costs
or are at fixed rates. Long-term care facilities are generally paid by the
Medicaid programs at fixed rates. Most Medicare and Medicaid payments are below
retail rates. Blue Cross payments in different states and areas are based on
costs, negotiated rates or retail rates.
LONG-TERM CARE FACILITIES
Regulation of long-term care facilities is exercised primarily through
the licensing of such facilities. The particular agency having regulatory
authority and the license qualification standards vary from state to state and,
in some instances, from locality to locality. Licensure standards are constantly
under review and undergo periodic revision. Governmental authorities generally
have the power to review the character, competence and community standing of the
operator and the financial resources and adequacy of the facility, including its
plant, equipment, personnel and standards of medical care. Long-term care
facilities are certified under the Medicare program and all are eligible to
qualify under state Medicaid programs, although not all participate in the
Medicaid programs.
REHABILITATION HOSPITALS
Rehabilitation hospitals are also subject to extensive federal, state
and local legislation and regulation. Rehabilitation hospitals are subject to
periodic inspections and licensure requirements. Inpatient rehabilitation
facilities are cost-reimbursed, receiving the lower of reasonable costs or
reasonable charges. Typically, the fiscal intermediary pays a set rate per day
based on the prior year's costs for each facility. Annual cost reports are filed
with the operator's fiscal intermediary and adjustments are made, if necessary.
ALCOHOL AND SUBSTANCE ABUSE TREATMENT FACILITIES
Alcohol and substance abuse treatment facilities must comply with the
licensing requirements of federal, state and local health agencies and with the
requirements of municipal building codes, health codes and local fire
departments. In granting and renewing a facility's license, a state health
agency considers, among other things, the physical buildings and equipment, the
qualifications of the administrative personnel and health care staff, the
quality of nursing and other services and the continuing compliance of such
facility with the laws and regulations applicable to its operations.
PSYCHIATRIC HOSPITALS
Psychiatric hospitals generally are subject to extensive federal, state
and local legislation and regulation. Licensing for psychiatric hospitals is
subject to periodic inspections regarding standards of medical care, equipment
and hygiene. In addition, there are specific laws regulating civil commitment of
patients and disclosure of information regarding patients being treated for
chemical dependency. Many states have adopted a "patient's bill of rights" which
sets forth standards, such as using the least restrictive treatment, allowing
patient access to the telephone and mail, allowing the patient to see a lawyer
and
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requiring the patient to be treated with dignity. Insurance reimbursement
for psychiatric treatment generally is more limited than for general health
care.
MEDICAL OFFICE BUILDINGS
The individual physicians, groups of physicians and health care
providers which occupy medical office buildings are subject to a variety of
federal, state and local regulations applicable to their specific areas of
practice. Since medical office buildings may contain numerous types of medical
services, a wide variety of regulations may apply. In addition, medical office
buildings must comply with the requirements of municipal building codes, health
codes and local fire departments.
ACUTE CARE HOSPITALS
Acute care hospitals are subject to extensive federal, state and local
legislation and regulation relating to among other things the adequacy of
medical care, equipment, personnel, hygiene, operating policies and procedures,
fire prevention, rate-setting and compliance with building codes and
environmental protection laws. Hospitals must maintain strict standards in order
to obtain their state hospital licenses from a department of health or other
applicable agency in each state. In granting and renewing licenses, a department
of health considers, among other things, the physical buildings and equipment,
the qualifications of the administrative personnel and nursing staff, the
quality of care and continuing compliance with the laws and regulations relating
to the operation of the facilities. State licensing of facilities is a
prerequisite to certification under the Medicare and Medicaid programs. Various
other licenses and permits also are required in order to dispense narcotics,
operate pharmacies, handle radioactive materials and operate certain equipment.
Hospital facilities are subject to periodic inspection by governmental and other
authorities to assure continued compliance with the various standards necessary
for their licensing and accreditation.
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ITEM 2.
PROPERTIES
The table sets forth certain information as of February 28, 1995
regarding the Company's facilities:
PURCHASE PRICE ANNUAL BASE RENT
NUMBER OF NUMBER OF OR MORTGAGE PLUS DEBT SERVICE OR
LOCATION FACILITIES BEDS(1) AMOUNT(2) INTEREST PAYMENT(3)
- -------- ---------- --------- -------------- --------------------
(DOLLARS IN THOUSANDS)
LONG-TERM CARE FACILITIES
Alabama 1 230 $ 7,759 $ 940
Arizona 1 120 2,856 (4) 314
Colorado 3 427 19,139 (5) 2,297
Connecticut 18 2,445 118,641 (6) 14,110
Florida 2 360 19,388 (7) 2,144
Illinois 29 2,887 58,848 (8) 5,547
Indiana 1 145 6,270 706
Maryland 1 136 8,494 977
Massachusetts 32 4,812 286,267 (9) 31,187
Michigan 7 900 28,369 (10) 3,503
Missouri 1 186 8,798 1,078
New Jersey 4 687 27,143 (11) 2,945
Nevada 2 373 16,719 (4) 2,070
New York 4 512 50,826 5,999
North Carolina 1 120 3,121 (4) 375
Ohio 5 566 23,400 2,581
Pennsylvania 4 542 21,095 (12) 2,622
Pennsylvania and New Jersey (14) 12 2,103 84,180 (4) 9,681
Rhode Island 1 160 4,974 (4) 535
Tennessee 2 323 11,130 (4) 1,196
Texas 46 4,440 104,103 (4) 10,959
Utah 1 120 5,580 (4) 642
West Virginia and Pennsylvania (14) 5 407 13,849 (4) 1,593
Wyoming 1 150 5,500 649
Various (15) 16 1,973 46,034 (4) 5,524
Various (16) 18 2,848 103,206 (4) 11,061
Various (17) 7 820 42,214 (4) 4,496
Various (18) 9 1,080 28,077 (4) 3,074
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TOTAL LONG-TERM CARE 234 29,872 1,155,980 128,805
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ACUTE CARE HOSPITAL
Arizona 1 492 65,650 7,222
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PURCHASE PRICE ANNUAL BASE RENT
NUMBER OF NUMBER OF OR MORTGAGE PLUS DEBT SERVICE OR
LOCATION FACILITIES BEDS (1) AMOUNT (2) INTEREST PAYMENT(3)
- -------- ---------- --------- -------------- --------------------
REHABILITATION HOSPITALS
Arkansas 2 122 17,451 1,999
Arizona 1 80 9,965 1,196
California 5 298 68,386 (13) 8,455
Colorado 1 118 10,945 1,149
Kansas 1 80 11,649 1,437
Kentucky 1 55 10,000 1,050
Louisiana 2 170 21,920 2,752
Massachusetts 1 80 10,000 1,050
Michigan 1 55 7,821 816
New Hampshire 1 128 11,971 1,354
New York 1 28 4,701 493
Tennessee 1 60 8,784 (4) 1,098
Texas 3 200 34,889 4,541
Washington 1 52 5,861 615
Wisconsin 1 125 13,888 1,556
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TOTAL REHABILITATION 23 1,651 248,231 29,561
-- ------ ---------- ---------
ALCOHOL AND SUBSTANCE
ABUSE TREATMENT FACILITIES
New York 2 354 43,963 4,704
-- ------ ---------- ---------
PSYCHIATRIC HOSPITALS
Arizona 1 114 7,999 (4) 1,000
California 1 61 5,750 719
Louisiana 1 100 8,750 1,050
New York 1 100 16,283 1,832
Texas 2 156 11,248 1,456
-- ------ ---------- --------
TOTAL PSYCHIATRIC 6 531 50,030 6,057
-- ------ ---------- --------
RETIREMENT LIVING FACILITIES
Colorado 1 220 15,752 (4) 1,693
Florida 1 184 11,716 (4) 1,172
Nebraska 1 150 3,900 (4) 427
Nevada 1 110 3,353 (4) 365
Utah 1 287 8,747 (4) 953
Wyoming 1 161 9,700 1,145
-- ------ ---------- --------
TOTAL RETIRMENT LIVING 6 1,112 53,168 5,755
-- ------ ---------- --------
MEDICAL OFFICE BUILDINGS
California 2 13,070 (19) 1,014
Florida 3 19,083 (19) 873
Texas 1 10,494 (19) 833
-- ---------- --------
TOTAL MEDICAL OFFICE
BUILDINGS 6 42,647 2,720
-- ---------- --------
TOTAL ALL FACILITIES (20) 278 34,012 $1,659,669 $184,824
=== ====== ========== ========
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(1) Based upon information provided by the operators of the facilities, the
average occupancy of the Company's facilities for the year ended
December 31, 1994, was as follows: long-term care facilities, 87%;
rehabilitation hospitals, 62%; alcohol and substance abuse treatment
facilities, 69%; psychiatric hospitals, 44%; retirement living
facilities, 95%. Generally, average occupancy rates are determined by
dividing the number of patient days in each period by the average
number of licensed bed days during such period.
(2) Represents purchase price or mortgage amount at December 31, 1994 for
operating facilities and the estimated construction loan amount for
facilities under construction. The annual base rentals/interest
payments under the leases or mortgages are generally projected to be
10.0% - 12.5% of the purchase price or mortgage amount, in accordance
with the terms of the respective agreements.
(3) Base rent excludes additional and percentage rent and interest but
includes an aggregate of $6,765,000 in debt service. Additional and
percentage rent and interest for the year ended December 31, 1994 was
an aggregate of $8,156,000 for all of the facilities. Additional and
percentage rent and interest are calculated based upon a percentage of
a facility's revenues over an agreed upon base amount or an automatic
annual escalation.
(4) Permanent mortgage loans.
(5) Includes a permanent mortgage loan of $7,231,000.
(6) Includes permanent mortgage loans aggregating $44,698,000 and a
construction loan of $4,735,000.
(7) Includes a permanent mortgage loan of $8,388,000
(8) Includes a permanent mortgage loan of $50,248,000.
(9) Includes permanent mortgage loans of $115,652,000 and construction
loans of $33,298,000.
(10) Includes permanent mortgage loans of $20,886,000.
(11) Includes a permanent mortgage loan of $3,358,000.
(12) Includes a permanent mortgage loan of $9,563,000.
(13) Includes a permanent mortgage loan of $29,398,000.
(14) Represents mortgages collateralized by multi-state facilities.
(15) Represents a permanent mortgage on sixteen properties located in nine
states:
Washington (2), North Carolina (1), Tennessee (2), Nebraska (2),
Indiana (5), Florida (1), Kansas (1), Colorado (1) and Missouri (1).
(16) Represents a permanent mortgage on eighteen properties located in ten
states:
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Arizona (4), Colorado (2), Florida (1), Georgia (1), Idaho (1), Indiana
(2), Kansas (1), Tennessee (4), Utah (1) and California (1).
(17) Represents a permanent mortgage on seven properties located in three
states:
Florida (5), Ohio (1) and Indiana (1).
(18) Represents a permanent mortgage on nine properties located in two
states:
Missouri (8) and Texas (1).
(19) Development loans.
(20) Investments by the Company in facilities operated by Sun Healthcare
Group, Inc., Life Care Centers of America, Inc., Continental Medical
Systems, Inc., Springwood/Chur Associates, Health Asset Realty Trust,
and Geriatric and Medical Centers, Inc., represented 22.3%, 18.2%,
7.9%, 7.7%, 6.2% and 5.0%, respectively, of the Company's total
portfolio as of February 28, 1995.
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Long-Term Care Facilities. The long-term care facilities offer
restorative, rehabilitative and custodial nursing care for patients not
requiring more extensive and sophisticated treatment available at acute care
hospitals. The facilities are designed to provide custodial care and to
supplement hospital care and many have transfer agreements with one or more
acute care hospitals.
Rehabilitation Hospitals. The rehabilitation hospitals provide treatment
to restore physical, psycho-social, educational, vocational and economic
usefulness and independence to disabled persons. Rehabilitation concentrates on
physical disabilities and impairments and utilizes a coordinated
multidisciplinary team approach to help patients attain measurable goals.
Alcohol and Substance Abuse Treatment Facilities. These facilities
provide inpatient treatment for alcohol and substance abuse, including medical
evaluation, detoxification and rehabilitation. Specialized programs offer
treatment for adults, adolescents, families and chronic abusers.
Psychiatric Hospitals. The psychiatric hospitals offer comprehensive,
multidisciplinary adult, adolescent and substance abuse psychiatric programs.
Patients are evaluated upon admission and an individualized treatment plan is
developed. Elements of the treatment plan include individual, group and family
therapy, activity therapy, educational programs and career and vocational
planning.
Retirement Living Facilities. The retirement living facilities offer
specially designed residential units for active and ambulatory elderly residents
and provide various ancillary services. They contain nursing facilities to
provide a continuum of care. The retirement living facilities offer their
residents an opportunity for an independent lifestyle with a range of social and
health services.
Medical Office Buildings. Medical office building facilities contain
individual physician, physician group and other health care provider offices for
the administration and treatment of patients, usually in close proximity to the
general service acute care hospital to which the physicians are affiliated. The
types of services provided in a medical office building may include outpatient
therapy, clinics, examination facilities and the provision of other medical
services in a non-hospital setting.
Acute Care Hospitals. Acute care hospitals provide services that
include, among others, general surgery, internal medicine, obstetrics, emergency
room care, radiology, diagnostic services, coronary care, pediatric services and
psychiatric services. On an outpatient basis, the services include, among
others, same day surgery, diagnostic radiology (e.g. magnetic resonance imaging,
CT scanning, X-ray), rehabilitative therapy, clinical laboratory services,
pharmaceutical services and psychiatric services.
LEASES
Each facility (which includes the land, buildings, improvements, related
easements, and rights and fixtures (the "Leased Properties")) that is owned by
the Company is leased to a health care provider pursuant to a long-term triple
net lease (collectively, the "Leases") which generally contains terms as
outlined below. Generally, the Leased Properties do not include major movable
equipment.
The Leases generally have a fixed term of 10 to 20 years and contain
multiple five-year renewal options. Some Leases are subject to earlier
termination upon the occurrence of certain contingencies described in the Lease.
-13-
14
The Company's Leased Properties aggregated approximately $626,000,000
of gross real estate investments at December 31, 1994. The base rents range from
approximately 9.75% to 13.5% per annum of the Company's equity investment in the
Leased Properties and many may be adjusted upward during the fifth year of the
Leases to an amount equal to 300 to 500 basis points over the five-year United
States Treasury securities' yield at the time of adjustment. The base rents for
the renewal periods are generally fixed rents for the initial renewal periods
and market rates for later renewal periods. All Leases provide for either an
automatic fixed annual rent escalation or additional variable rents in addition
to the base rent, based on revenues exceeding specified base revenues. In
addition, the Company typically charges a lease commitment fee at the initiation
of the sale/leaseback transaction.
Each Lease is a triple net lease requiring the lessee to pay rent and
all additional charges incurred in the operation of the Leased Property. The
lessees are required to repair, rebuild and maintain the Leased Properties.
The obligations under the Leases are generally guaranteed by the parent
corporation of the lessee, if any, or affiliates or individual principals of the
lessee. Some obligations are further backed by letters of credit, cash
collateral or pledges of certificates of deposit from various financial
institutions which may cover up to one full year's lease payments and which
remain in effect until the expiration of a fixed time period or the fulfillment
of certain performance criteria. The Company also may obtain other credit
enhancement devices similar to those it may obtain with respect to permanent
mortgage loans. See "Permanent Mortgage Loans."
With respect to two of the facilities, the Company leases the land
pursuant to ground leases and in turn subleases the land to the operator of the
facility. Such subleases contain terms substantially similar to those found in
the Leases.
PERMANENT MORTGAGE LOANS
The Company's permanent mortgage loan program is comprised of secured
loans which are structured to provide the Company with interest income,
additional interest based upon the revenue growth of the operating facility or a
fixed rate increase, principal amortization and commitment fees. Virtually all
of the approximately $874,000,000 of permanent mortgage loans as of December 31,
1994 are first mortgage loans.
The interest rates on the Company's investments in permanent mortgage
loans for operating facilities range from 9.0% to 13.5% per annum on the
outstanding balances. The yield to the Company on permanent mortgage loans
depends upon a number of factors, including the stated interest rate, average
principal amount outstanding during the term of the loan, the amount of the
commitment fee charged at the inception of the loan, the interest rate
adjustments and the additional interest earned.
The permanent mortgage loans for operating facilities made through
December 31, 1994 are generally subject to 10-year terms with 25-year
amortization schedules that provide for a balloon payment of the outstanding
principal balance at the end of the tenth year. Some of the mortgages include an
interest adjustment in the fifth year which generally provides for interest to
be charged at the greater of the current interest rate or 300 to 400 basis
points over the five-year United States Treasury securities' yield at the time
of adjustment.
-14-
15
The Company generally requires a variety of additional forms of security
and collateral beyond that which is provided by the lien of the mortgage. For
example, the Company requires one or more of the following items: (a) a guaranty
of the complete payment and performance of all obligations associated with each
mortgage loan from the borrower's parent corporation, if any, other affiliates
of the borrower and/or one or more of the individual principals controlling such
borrower; (b) a collateral assignment from the borrower of the leases and the
rents relating to the mortgaged property; (c) a collateral assignment from the
borrower of all permits, licenses, approvals and contracts relating to the
operation of the mortgaged property; (d) a pledge of all, or substantially all,
of the equity interest held in the borrower; (e) cash collateral or a pledge of
a certificate of deposit, for a negotiated dollar amount typically equal to
three months to one year's principal and interest on the loan (which cash
collateral or pledge of certificate of deposit typically remains in effect until
the later to occur of (i) three years after the closing of the mortgage loan or
(ii) the achievement by the facility of an agreed-upon cash flow debt coverage
ratio for three consecutive fiscal quarters and, in the event that after the
expiration of the letter of credit or pledge of certificate of deposit, the
agreed-upon financial covenants are not maintained throughout the loan term, the
borrower is often required to reinstate the cash collateral or pledge of
certificate of deposit); (f) an agreement by any affiliate of the borrower or
operator of the facility to subordinate all payments due to it from the borrower
to all payments due to the Company under the mortgage loan; and (g) a security
interest in all of the borrower's personal property, including, in some
instances, the borrower's accounts receivable. In addition, the mortgage loans
are generally cross-defaulted and cross-collateralized with any other mortgage
loans, leases or other agreements between the borrower or any affiliate of the
borrower and the Company.
DEVELOPMENT LOANS
The Company makes development loans that by their terms convert either
into sale/leaseback transactions or permanent mortgage loans upon the completion
of the facilities. Generally, the interest rates on the outstanding balances of
the Company's development loans are 200 to 300 basis points over the prime rate
of a specified financial institution. The Company also typically charges a
commitment fee at the commencement of the loan. The development loan period
generally commences upon the funding of such loans and terminates upon the
earlier of the completion of development of the applicable facility or a
specific date. This period is generally 12 to 18 months. During the term of the
development loan, funds are advanced pursuant to draw requests made by the
borrower in accordance with the terms and conditions of the applicable loan
agreement which require a site visit prior to the advancement of funds. Monthly
payments of interest only are made on the total amount of the loan proceeds
advanced during the development period.
Meditrust began its development loan program in August 1987 and since
that time has converted many of these development loans into sale/leaseback
transactions or permanent mortgage loans representing an investment of
$276,400,000 as of December 31, 1994. In addition, at December 31, 1994 the
Company had outstanding development loans of $50,000,000 and was committed to
providing additional financing of approximately $31,000,000. As with the
Company's permanent mortgage financing program, the development loans generally
include a variety of additional forms of security and collateral beyond the lien
of the mortgage. See "Permanent Mortgage Loans." During the development loan
period, the Company generally requires additional security and collateral in the
form of either payment and performance completion bonds or completion guarantees
by either one, or a combination of, the borrower's parent entity, other
affiliates of the borrower or one or more of the individual principals of the
borrower.
-15-
16
As a further safeguard during the development loan period, the Company
generally will retain a portion of the loan proceeds equal to 10% of the
principal loan amount until it has received satisfactory evidence that the
project has been fully completed in accordance with the applicable plans and
specifications and the period during which liens may be perfected with respect
to any work performed, or labor or materials supplied, in connection with the
construction of the project has expired. The Company also monitors the progress
of the development of each project, the construction budget and the accuracy of
the borrower's draw requests by having its own inspector perform on-site
inspections of the project prior to the release of any requested funds.
ITEM 3.
LEGAL PROCEEDINGS
In December 1993, the Chapter 11 Trustee of Towers Financial Corporation
commenced an action in the Suffolk County Superior Court for the Commonwealth of
Massachusetts against one of the Company's lessees and in January 1994 two
subsidiaries of the Company were named as additional defendants. The plaintiff
alleges that it holds a prior security interest in the accounts receivable of
seven health care facilities, one of which is owned by the Company. The
plaintiff demands payment of all such receivables including those collected by
the Company (which, as of December 31, 1994, totaled approximately $12,976,000).
The Company is vigorously defending this action. It has filed an answer and
counterclaim denying any liability to the plaintiff and asserting that the
plaintiff does not have a valid prior security interest in any assets of the
Company or its borrowers. The Company is a party to a number of other claims and
lawsuits arising out of the normal course of business; the Company believes that
none of these claims or pending lawsuits, either individually or in the
aggregate, will have a material adverse effect on the Company's business or on
its consolidated financial position.
-16-
17
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE.
ITEM 4a.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following information relative to the Company's executive officers
is given as of February 28, 1995:
Name Age Position with the Company
---- --- -------------------------
Abraham D. Gosman 66 Chairman, Chief Executive
Officer and Trustee
David F. Benson 45 President and Trustee
Michael F. Bushee 37 Chief Operating Officer
Michael S. Benjamin 37 Senior Vice President, Secretary
and General Counsel
Lisa P. McAlister 31 Vice President and Treasurer
Stephen H. Press 58 Vice President of Acquisitions
Keith E. Grant 54 Controller
Abraham D. Gosman has been Chairman of the Company since its
organization in 1985 and became Chief Executive Officer in February 1991. He had
been Chief Executive Officer of A.M.A. Advisory Corp., the Company's former
advisor (the "Advisor"), from June 1988 until February 1991 and President of the
Advisor from its incorporation until July 1988. From August 1989 until April 12,
1991, Mr. Gosman had been Chief Executive Officer of Diamond Treatment Centers,
Inc. ("Diamond") and, until he resigned in March 1991, each of its subsidiaries,
which own and operate alcohol treatment facilities. On April 12, 1991,
involuntary proceedings under Chapter 11 of the Federal Bankruptcy Code were
filed against Diamond and each of its subsidiaries, to which filing such
companies consented on April 24, 1991. Mr. Gosman was the Chief Executive
Officer and Chairman of the Board of The Mediplex Group, Inc. ("Mediplex"), an
operator and developer of health care facilities, from August 1990 until June
1994, when Mediplex was acquired by Sun. Mr. Gosman has been in the health care
and development business for more than thirty years.
David F. Benson has been President of the Company since September 1991
and was Treasurer of the Company from January 1986 to May 1992. He was Treasurer
of Mediplex from January 1986 through June 1987. He was previously associated
with Coopers & Lybrand, independent accountants, from 1979 to 1985.
Michael F. Bushee has been Chief Operating Officer of the Company since
September 1994. He was Senior Vice President of Operations of the Company from
November 1993 through August 1994, Vice President from December 1989 to October
1993, Director of Development from January 1988 to December 1989 and has been
associated with the Company since April 1987. He was previously associated with
The Stop & Shop Companies, Inc., a retailer of food products and general
merchandise, for three years and Wolf & Company, P.C., independent accountants,
for four years.
-17-
18
Michael S. Benjamin has been Senior Vice President, Secretary and
General Counsel of the Company 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 the
Company from November 1989 to December 1990. His previous association was with
the law firm of Brown, Rudnick, Freed & Gesmer, from 1983 to 1989.
Lisa P. McAlister has been Vice President of the Company since October
1993 and Treasurer since May 1992. She was Controller from December 1990 to May
1992 and Assistant Controller of the Company from November 1988 to December
1990. She was previously associated with Arthur Andersen & Co., independent
accountants, from 1985 to 1988.
Stephen H. Press has been Vice President of Acquisitions of the Company
since October 1993 and previously held this position with the Company from June
1987 to December 1990. He was Vice President of Development and Regulatory
Affairs for Integrated Health Services, Inc., a medical services company, from
April 1991 to October 1993.
Keith E. Grant has been Controller of the Company since May 1992. He was
Director of Operations Management of the Company from January 1990 to May 1992.
He was previously associated with New MediCo Holding Co., Inc., an operator of
health care facilities, from September 1989 to December 1989 and Damon
Corporation, a health care company, from August 1971 to August 1989.
-18-
19
PART II
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
(a) and (b) This information is incorporated herein by reference to "Stock
Data" on page 28 of the 1994 Annual Report to Shareholders.
(c) The Company has declared the following dividends during its two most
recent fiscal years:
Dividends
Period Declared Per Share
------ ------------------
Quarter Ended March 31, 1993.................... $ .6275
Quarter Ended June 30, 1993 .................... .6325
Quarter Ended September 30, 1993................ .6375
Quarter Ended December 31, 1993................. .6425
-------
$2.5400
=======
Quarter Ended March 31, 1994.................... $.6475
Quarter Ended June 30, 1994..................... .6525
Quarter Ended September 30, 1994................ .6575
Quarter Ended December 31, 1994................. .6625
-------
$2.6200
=======
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 Trustees and will depend on the
earnings of the Company, its financial condition and such other factors as the
Trustees deem relevant. In order to qualify for the beneficial tax treatment
accorded to real estate investment trusts by Sections 856 to 860 of the
Internal Revenue Code, the Company is required to make distributions to holders
of its Shares of at least 95% of its "real estate investment trust taxable
income".
ITEM 6. SELECTED FINANCIAL DATA
Year Ended December 31,
-----------------------------------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
(in thousands, except per Share data)
OPERATING DATA:
Revenues................................ $172,993 $150,375 $132,394 $112,910 $89,121
-------- -------- -------- -------- -------
Expenses:
Interest expense...................... 67,479 62,193 58,159 56,886 43,494
Depreciation and amortization......... 17,171 16,277 14,032 13,185 10,821
General and administrative expenses... 7,883 8,269 8,845 4,930 5,824
-------- -------- -------- -------- -------
Total expenses.......................... 92,533 86,739 81,036 75,001 60,139
-------- -------- -------- -------- -------
Net income before extraordinary item.... 80,460 63,636 51,358 37,909 28,982
Loss on prepayment of debt.............. 3,684
-------- -------- -------- -------- -------
Net income.............................. $ 80,460 $ 63,636 $ 51,358 $ 34,225 $28,982
======== ======== ======== ======== =======
OTHER DATA:
Shares of beneficial interest (weighted
average).............................. 35,314 31,310 26,360 21,710 18,409
PER SHARE DATA:
Net income before extraordinary item.... $ 2.28 $ 2.03 $ 1.95 $ 1.75 $ 1.57
Net income.............................. $ 2.28 $ 2.03 $ 1.95 $ 1.58 $ 1.57
Dividends paid(1)....................... $ 2.62 $ 2.54 $ 2.46 $ 2.38 $ 2.33
December 31,
-----------------------------------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
BALANCE SHEET DATA:
Real estate investments, net............ $1,484,229 $1,214,308 $1,021,630 $842,518 $746,517
Total assets............................ 1,595,130 1,310,401 1,094,941 928,254 821,741
Indebtedness............................ 765,752 658,245 606,585 463,695 512,010
Total liabilities....................... 824,983 724,606 663,458 500,736 548,378
Total shareholders' equity.............. 770,147 585,795 431,483 427,518 273,363
- -----------
(1) Dividends, used in this context, may include distributions in excess of
current or accumulated net income.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information required by this item is incorporated herein by reference
to the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Current Report on Form 8-K dated
March 8, 1995.
-19-
20
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated herein by reference
to the "Consolidated Financial Statements", "Notes to Consolidated Financial
Statements" and "Report of Independent Accountants" in the Current Report on
Form 8-K dated March 8, 1995.
-20-
21
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Shareholders and Trustees of Meditrust:
Our report on the consolidated financial statements of Meditrust has been
incorporated by reference in this Form 10-K from Meditrust's Current Report
on Form 8-K dated March 8, 1995. In connection with our audits of such
financial statements, we have also audited the related financial statement
schedules listed in the index on page 31 of this Form 10-K.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
January 16, 1995
-21-
22
MEDITRUST
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Additions
Balance at Charged to Additions Balance at
Beginning of Costs and Charged to Other End of
Description Period Expenses Accounts Deductions Period
----------- ------------ ---------- ---------------- ---------- ----------
General valuation
allowance included
in Accrued Expenses
and Other Liabilities
for the year ended
December 31:
1992 $1,031,000 $5,113,132 $3,438,186 (A) $2,705,946
1993 2,705,946 9,329,724 12,035,670
1994 12,035,670 3,783,176 11,272,009 (B) 4,546,837
(A) Costs primarily associated with the disposition of certain real estate
investments.
(B) Includes $9,100,000 reclassified as a reduction to Other Assets and
$2,172,009 relating to the valuation of a real estate investment.
Additions
Balance at Charged to Additions Balance at
Beginning of Costs and Charged to Other End of
Description Period Expenses Accounts Deductions Period
----------- ------------ ---------- ---------------- ---------- ----------
General valuation
allowance included
in Other Assets for the
year ended
December 31:
1994 0 $9,100,000 (A) $9,100,000
(A) Reclassified from valuation allowance included in Accrued Expenses and Other
Liabilities.
-22-
23
MEDITRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1994
Initial Cost
to Company Gross Amount at Which
------------ Carried at Close of Period
Cost ------------------------------------------
Capitalized
Building & Subsequent to Building &
Description (1) Encumbrances Improvements Acquisiton Land (2) Improvements Total (5)
- -------------- ------------ ------------ ------------- -------- ------------ ---------
LTC
- ---
Alabaster, AL........ $ 5,799,000 $1,810,000 $ 150,000 $ 7,609,000 $ 7,759,000
Aurora, CO........... 5,015,448 974,552 5,015,448 5,990,000
Evergreen, CO........ 5,540,775 377,013 5,540,775 5,917,788
Cheshire, CT......... 6,770,000 455,000 6,770,000 7,225,000
Danbury, CT.......... 5,295,000 305,000 5,295,000 5,600,000
Darien, CT........... 4,202,477 45,000 4,202,477 4,247,477
Milford, CT.......... 5,538,590 5,538,590 5,538,590
Milford, CT.......... 10,000,000 10,000,000 10,000,000
Newington, CT........ 8,970,000 430,000 8,970,000 9,400,000
Southbury, CT........ 3,224,151 1,020,000 3,224,151 4,244,151
Southfield, CT....... 7,750,000 750,000 7,750,000 8,500,000
Westport, CT......... 4,970,000 400,000 4,970,000 5,370,000
Wethersfield, CT..... 12,440,000 6,643,218 19,083,218 19,083,218
Bradenton, FL........ $3,525,000 9,900,000 1,100,000 9,900,000 11,000,000
Hoffman Estates, IL.. 5,900,012 7,720,000 880,000 7,720,000 8,600,000
W. Lafayette, IN..... 4,428,608 6,030,000 190,000 50,000 6,220,000 6,270,000
Beverly, MA.......... 6,300,000 645,000 6,300,000 6,945,000
Newton, MA........... 12,430,000 630,000 12,430,000 13,060,000
Lexington, MA........ 11,210,000 590,000 11,210,000 11,800,000
E. Longmeadow, MA.... 12,400,000 3,595,928 400,000 15,995,928 16,395,928
Holyoke, MA.......... 11,980,670 684,248 121,600 12,664,918 12,786,518
Lowell, MA........... 9,897,730 594,621 500,000 10,492,351 10,992,351
Lynn, MA............. 13,293,267 870,248 1,206,734 14,163,515 15,370,249
Northampton, MA...... 2,709,612 187,500 2,709,612 2,897,112
Peabody, MA.......... 7,245,315 805,035 7,245,315 8,050,350
Randolph, MA......... 9,014,760 1,001,640 9,014,760 10,016,400
Weymouth, MA......... 10,719,932 850,000 10,719,932 11,569,932
Wilmington, MA....... 6,689,925 743,325 6,689,925 7,433,250
Baltimore, MD........ 4,494,200 4,000,000 4,494,200 8,494,200
Grand Blanc, MI...... 6,500,000 863,800 120,000 7,363,800 7,483,800
Riverside, MO........ 8,559,900 238,000 8,559,900 8,797,900
Bound Brook, NJ...... 1,624,000 1,176,000 1,624,000 2,800,000
Camden, NJ........... 8,334,780 450,250 8,334,780 8,785,030
New Milford, NJ...... 11,110,000 1,090,000 11,110,000 12,200,000
Accum.
Deprec. Const. Date
Description (1) (4) (5) Date Acquired
- -------------- ------- ------ --------
LTC
- ---
Alabaster, AL........ $ 1,209,431 1971 8/87
Aurora, CO........... 574,692 1990 6/90
Evergreen, CO........ 553,733 1991 11/90
Cheshire, CT......... 1,558,503 1975 10/85
Danbury, CT.......... 1,218,937 1976 10/85
Darien, CT........... 70,041 1975 6/94
Milford, CT.......... 57,694 1971 6/94
Milford, CT.......... 145,833 1992 6/94
Newington, CT........ 2,064,938 1978 10/85
Southbury, CT........ 47,019 1975 6/94
Southfield, CT....... 226,042 1993 11/93
Westport, CT......... 1,144,124 1965 10/85
Wethersfield, CT..... 2,595,221 1965 8/86
Bradenton, FL........ 1,732,500 1985 12/87
Hoffman Estates, IL.. 1,350,996 1976 1/88
W. Lafayette, IN..... 1,068,258 1964 1/88
Beverly, MA.......... 1,450,315 1972 10/85
Newton, MA........... 2,861,500 1977 10/85
Lexington, MA........ 2,338,615 1965 8/86
E. Longmeadow, MA.... 2,247,480 1986 9/87
Holyoke, MA.......... 719,730 1973 9/92
Lowell, MA........... 591,390 1975 9/92
Lynn, MA............. 622,757 1960 4/93
Northampton, MA...... 39,515 1974 6/94
Peabody, MA.......... 1,267,933 1987 10/90
Randolph, MA......... 1,577,589 1987 10/90
Weymouth, MA......... 156,332 1994 6/94
Wilmington, MA....... 1,170,740 1987 10/90
Baltimore, MD........ 187,258 1993 5/93
Grand Blanc, MI...... 1,162,818 1970 5/88
Riverside, MO........ 1,444,477 1965 3/88
Bound Brook, NJ...... 324,777 1963 12/86
Camden, NJ........... 1,666,941 1984 12/86
New Milford, NJ...... 1,944,260 1971 12/87
-23-
24
MEDITRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION, CONTINUED
DECEMBER 31, 1994
Initial Cost
to Company Gross Amount at Which
------------ Carried at Close of Period
Cost ------------------------------------------
Capitalized
Building & Subsequent to Building &
Description (1) Encumbrances Improvements Acquisiton Land (2) Improvements Total (5)
- -------------- ------------ ------------ ------------- -------- ------------ ---------
LTC Continued
- -------------
Cortland, NY......... $ 4,440,173 $ 260,930 $ 4,701,103 $ 4,701,103
Niskayuna, NY........ 9,708,000 834,537 $ 292,000 10,542,537 10,834,537
Rennselaer, NY....... 1,400,000 1,400,000 1,400,000
Troy, NY............. 9,967,564 491,673 56,100 10,459,237 10,515,337
Bellbrook, OH........ 2,787,134 212,000 2,787,134 2,999,134
Huber Heights, OH.... 3,593,360 174,000 3,593,360 3,767,360
Medina, OH........... $ 6,951,425 10,568,000 232,000 10,568,000 10,800,000
New London, OH....... 2,110,837 22,600 2,110,837 2,133,437
West Carrolton, OH... 3,483,669 216,400 3,483,669 3,700,069
Erie, PA............. 4,753,000 375,000 335,000 5,128,000 5,463,000
Greensburg, PA....... 5,544,012 525,000 5,544,012 6,069,012
Cheyenne, WY......... 5,200,000 300,000 5,200,000 5,500,000
RL
- --
Cheyenne, WY......... 9,325,000 375,000 9,325,000 9,700,000
PSYCH
- -----
Hollywood, CA........ 4,035,000 1,715,000 4,035,000 5,750,000
Monroe, LA........... 7,770,000 450,000 530,000 8,220,000 8,750,000
DeSoto, TX........... 3,934,000 1,775,730 849,270 5,709,730 6,559,000
College Station, TX.. 3,650,771 58,122 980,185 3,708,893 4,689,078
REHAB
- -----
Benton, AR........... 7,865,000 392,410 135,000 8,257,410 8,392,410
Jonesboro, AR........ 4,249,596 8,861,835 196,225 8,861,835 9,058,060
Tucson, AZ........... 9,965,000 9,965,000 9,965,000
Bakersfield, CA...... 10,907,463 1,522,537 10,907,463 12,430,000
Fresno, CA........... 7,979,677 14,469,580 2,088,920 14,469,580 16,558,500
Kentfield, CA........ 9,650,000 350,000 9,650,000 10,000,000
Topeka, KS........... 5,217,559 10,353,829 1,295,499 10,353,829 11,649,328
Accum.
Deprec. Const. Date
Description (1) (4) (5) Date Acquired
- -------------- ------- ------ --------
LTC Continued
- -------------
Cortland, NY......... $ 164,666 1986 8/93
Niskayuna, NY........ 473,698 1976 3/93
Rennselaer, NY....... 5,833 1975 11/94
Troy, NY............. 366,335 1972 8/93
Bellbrook, OH........ 284,519 1981 12/90
Huber Heights, OH.... 366,822 1984 12/90
Medina, OH........... 1,761,353 1954 4/88
New London, OH....... 215,482 1985 12/90
West Carrolton, OH... 355,626 1983 12/90
Erie, PA............. 884,255 1977 12/87
Greensburg, PA....... 427,350 1991 6/90
Cheyenne, WY......... 649,984 1989 12/89
RL
- --
Cheyenne, WY......... 1,165,621 1989 12/89
PSYCH
- -----
Hollywood, CA........ 672,485 1957 5/88
Monroe, LA........... 1,357,614 1982 5/88
DeSoto, TX........... 948,618 1988 1/88
College Station, TX.. 237,841 1987 5/93
REHAB
- -----
Benton, AR........... 354,723 1967 4/93
Jonesboro, AR........ 1,313,473 1989 2/89
Tucson, AZ........... 1,100,302 1990 8/90
Bakersfield, CA...... 1,249,816 1990 6/90
Fresno, CA........... 1,388,427 1991 3/91
Kentfield, CA........ 1,628,429 1963 3/88
Topeka, KS........... 1,535,159 1989 2/89
-24-
25
MEDITRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION, CONTINUED
DECEMBER 31, 1994
Initial Cost
to Company Gross Amount at Which
------------ Carried at Close of Period
Cost ------------------------------------------
Capitalized
Building & Subsequent to Building &
Description (1) Encumbrances Improvements Acquisiton Land (2) Improvements Total (5)
- -------------- ------------ ------------ ------------- -------- ------------ ---------
REHAB Continued
- ---------------
Bowling Green, KY... $ 10,000,000 $ 10,000,000 $ 10,000,000
Ruston, LA.......... $ 4,203,921 10,021,462 $ 321,551 10,021,462 10,343,013
Baton Rouge, LA..... 5,574,316 10,366,008 1,211,000 10,366,008 11,577,008
New Bedford, MA..... 10,000,000 10,000,000 10,000,000
Battle Creek, MI.... 7,265,913 $ 408,529 146,970 7,674,442 7,821,412
Effingham, NH....... 8,121,200 2,370,431 1,478,800 10,491,631 11,970,431
Cortland, NY........ 26,309,407 1,503,410 263,000 27,812,817 28,075,817
Arlington, TX....... 10,132,662 1,161,338 10,132,662 11,294,000
Ft. Worth, TX....... 5,939,075 10,814,520 1,548,022 10,814,520 12,362,542
Houston, TX......... 5,404,306 10,707,069 525,000 10,707,069 11,232,069
Lake Terrace, WA.... 4,389,224 441,796 1,029,980 4,831,020 5,861,000
Waterford, WI....... 11,515,023 2,066,205 280,000 13,581,228 13,861,228
----------- ------------ ----------- ----------- ------------ ------------
TOTAL............... $59,373,495 $557,665,247 $26,680,836 $42,060,046 $584,346,083 $626,406,129 (3)
=========== ============ =========== =========== ============ ============
Accum.
Deprec. Const. Date
Description (1) (4) (5) Date Acquired
- -------------- ------- ------ --------
REHAB Continued
- ---------------
Bowling Green, KY... $ 145,833 1992 6/94
Ruston, LA.......... 1,528,441 1988 12/88
Baton Rouge, LA..... 1,490,113 1988 4/89
New Bedford, MA..... 145,833 1920 6/94
Battle Creek, MI.... 331,486 1933 4/93
Effingham, NH....... 471,944 1985 4/93
Cortland, NY........ 968,995 1971 8/93
Arlington, TX....... 1,161,046 1990 6/90
Ft. Worth, TX....... 1,194,093 1990 8/90
Houston, TX......... 1,539,142 1989 4/89
Lake Terrace, WA.... 74,117 1987 5/93
Waterford, WI....... 566,532 1968 4/93
-----------
TOTAL............... $65,918,395
===========
-25-
26
MEDITRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION, CONTINUED
DECEMBER 31, 1994
(1) Facility classifications are Long-Term Care (LTC), Retirement Living
(RL), Psychiatric Hospital (Psych), and Rehabilitation Hospital (Rehab).
(2) Gross amount at which land is carried at close of period also represents
initial cost to the Company.
(3) Cost for federal income tax purposes.
(4) Depreciation is calculated using a 40-year life for all completed
facilities.
(5) Real estate and accumulated depreciation reconciliations for the three
years ended December 31, 1994 are as follows:
Accumulated
Real Estate Depreciation
----------- ------------
Balance at close of year--December 31, 1991..... $519,944,000 $46,900,000
Additions during the period:
Acquisitions................................ 4,750,000
Value of real estate acquired.............. 22,500,000
Additions to existing properties............ 1,770,000
Provision for depreciation................. 12,250,000
------------ -----------
Balance at close of year--December 31, 1992..... 548,964,000 59,150,000
Additions during the period:
Acquisitions................................ 20,244,000
Value of real estate acquired............... 106,566,000
Other....................................... 4,000,000
Additions to existing properties............ 10,272,000
Provision for depreciation.................. 14,548,000
Deductions:
Sale of real estate......................... (4,150,000) (404,000)
------------ -----------
Balance at close of year--December 31, 1993..... 685,896,000 73,294,000
Additions during the period:
Acquisitions........................ 18,327,000
Value of real estate acquired....... 30,000,000
Additions to existing properties.... 10,785,000
Other............................... 11,570,000
Provision for depreciation.......... 15,209,000
Deductions:
Lease terminations.................. (124,000,000) (22,463,000)
Sale of real estate................. (4,000,000)
Other............................... (2,172,000) (122,000)
------------ -----------
Balance at close of year-- December 31, 1994.... $626,406,000 $65,918,000
============ ===========
-26-
27
MEDITRUST
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1994
[CAPTION]
Periodic Face Carrying
Interest Final Payment Amount of Amount of
Description(A) Rate Maturity Date Terms (B)(C) Mortgages Mortgages (D)
-------------- -------- ------------- ------------ --------- -------------
Long-term care facilities:
Arizona 11.00% October, 2002 $ 2,509,000 $ 2,910,000 $2,861,000
Colorado 12.00% May, 2001 6,542,000 7,455,000 7,243,000
Connecticut 9.00% - August, 1995 -
13.50% December, 2003 68,794,000 48,726,000 44,747,000
Connecticut 11.00% In progress 4,442,000 4,442,000
Florida 10.75% November, 2003 8,181,200 8,432,000 8,395,000
Illinois
(29 facilities) 10.00% December, 1998 45,478,000 50,500,000 50,247,000
Massachusetts 12.50% November, 2001 25,912,000 27,000,000 26,788,000
Massachusetts 10.50% June, 2004 42,000,000 42,000,000 42,000,000
Massachusetts Prime + 2.00% In progress 22,938,000 22,938,000
Massachusetts 11.00% - August, 2000 -
(All other) 12.90% March, 2003 44,451,000 49,890,000 46,976,000
Michigan 11.75% - December, 2001 -
12.75% June, 2002 20,770,000 21,768,000 20,916,000
Nevada 12.25% - May, 2000 -
12.50% February, 2001 16,296,000 16,994,000 16,741,000
New Jersey 11.38% December, 1994 8,332,000 3,408,000 3,369,000(E)
North Carolina 12.00% September, 1998 2,918,000 3,325,000 3,129,000
Pennsylvania 12.25% In progress 9,563,000 9,563,000
Pennsylvania and
New Jersey 12.00% April, 2002 77,152,000 86,003,000 84,315,000
Rhode Island 10.75% November, 2003 4,851,000 5,000,000 4,978,000
Tennessee 10.75% July, 2003 10,888,000 11,222,000 11,140,000
Texas 10.00% February, 2005 27,286,000 30,300,000 30,356,000
Texas 10.40% October, 2004 42,085,000 46,000,000 45,981,000
Texas 11.20% - November, 2000
12.00% November 2004 26,170,000 28,083,000 27,879,000
Utah 11.50% December, 2002 48,730,000 5,600,000 5,587,000
Various (9 states) 12.00% October, 1994 44,150,000 44,493,000 44,016,000
Various (10 states) 10.75% May, 2003 103,618,000 103,292,000
Vaious (3 states) 10.65% October, 2004 36,236,000 42,300,000 42,271,000
Various (3 states) 10.95% November, 2001 29,504,000 32,000,000 32,000,000
West Virginia and
Pennsylvania 11.50% October, 2002 12,269,000 14,100,000 13,870,000
Rehabilitation hospitals:
California 12.50% July, 2001 24,042,000 30,975,000 29,488,000
Colorado 10.50% July 2004 9,396,000 11,000,000 10,961,000
Tennessee 12.50% September, 2000 8,637,000 9,000,000 8,797,000
Retirement living facilities:
Colorado 10.97% April 2004 14,546,000 16,200,000 15,765,000
Florida 10.00% December, 1998 9,922,000 11,734,000 11,734,000
-27-
28
MEDITRUST
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE, CONTINUED
DECEMBER 31, 1994
Periodic Face Carrying
Interest Final Payment Amount of Amount of
Description(A) Rate Maturity Date Terms (B)(C) Mortgages Mortgages (D)
-------------- -------- ------------- ------------ --------- -------------
Psychiatric hospitals:
Arizona 12.50% October, 1999 7,077,000 8,360,000 8,015,000
New York 10.50% August 2004 17,083,000 20,000,000 16,306,000
Alcohol &Substance Abuse:
New York 10.50% August, 2004 46,124,000 54,000,000 44,027,000
Medical Office Buildings:
California Prime + 2% In progress 8,636,000 8,636,000
Florida Prime + 2% In progress 7,278,000 7,277,000
Texas Prime + 2% In progress 6,695,000 6,695,000
------------ ------------
Total $951,948,000 $923,741,000(F)(G)
============ ============
-28-
29
MEDITRUST
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE, CONTINUED
(A) Virtually all mortgage loans on real estate are first mortgage loans.
(B) Ten-year terms (except for a loan on fifteen facilities located in nine
states which is two years, Bourne and New Bedford, MA and Lauderhill,
FL, which are five years and Waterbury and Bristol, CT, and a loan on
ten facilities located in three states which are seven years) with
principal and interest payable at varying amounts over life to maturity
with interest adjustment generally at the end of the fifth year.
(C) Balloon payment is due upon maturity based on current interest rate with
various prepayment penalties.
(D) No mortgage loan is subject to delinquent principal or interest.
(E) Mortgage loan term has been extended for a one year period.
(F) The aggregate cost for federal income tax purposes.
(G) Reconciliation of carrying amount of mortgage loans for the three
years ended December 31, 1994 is as follows:
Balance at December 31, 1991 ................................................................... $ 368,106,000
Additions during period:
New mortgage loans ....................................................................... 183,426,000
Construction loan advances ............................................................... 24,666,000
Other .................................................................................... 1,189,000
Deductions during period:
Collection of principal .................................................................. (27,228,000)
Acquisition of properties, net ........................................................... (15,843,000)
Other .................................................................................... (2,500,000)
-------------
Balance at December 31, 1992 ................................................................... 531,816,000
Additions during period:
New mortgage loans ....................................................................... 181,908,000
Construction loan advances ............................................................... 28,387,000
Deductions during period:
Collection of principal .................................................................. (35,490,000)
Acquisition of properties, net ........................................................... (88,493,000)
Conversion of construction loans to
sale/leaseback transactions ........................................................... (12,244,000)
Other .................................................................................... (4,178,000)
-------------
Balance at December 31, 1993 ................................................................... 601,706,000
Additions during period:
New mortgage loans ....................................................................... 241,339,000
Construction loan advances ............................................................... 49,688,000
Non-cash additions ....................................................................... 71,594,000
Deductions during period:
Collection of principal .................................................................. (5,149,000)
Conversion of construction loans to
sale/leaseback transactions ........................................................... (10,239,000)
Prepayment of mortgage loans ............................................................. (14,835,000)
Other .................................................................................... (10,363,000)
-------------
Balance at December 31, 1994 ................................................................... $ 923,741,000
=============
-29-
30
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
NOT APPLICABLE.
PART III
Item 10.
TRUSTEES AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference to Item 4a above and the table and the
information following it appearing in the first subsection of the section
entitled "Election of Trustees" contained in the Company's Proxy Statement for
its Annual Meeting of Shareholders ("Annual Meeting Proxy Statement"), to be
filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended ("Regulation 14A"). There are no family relationships among any of the
Trustees or executive officers of the Company.
Incorporated by reference to the section entitled "Certain Transactions"
contained in the Company's Annual Meeting Proxy Statement, to be filed pursuant
to Regulation 14A.
Item 11.
EXECUTIVE COMPENSATION
Incorporated by reference to the section entitled "Executive
Compensation" contained in the Company's Annual Meeting Proxy Statement, to be
filed pursuant to Regulation 14A.
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference to the table appearing in the first subsection
of the section entitled "Election of Trustees" and the section entitled "Voting
Securities, Principal Holders Thereof and Holdings by Certain Executive
Officers" contained in the Company's Annual Meeting Proxy Statement, to be filed
pursuant to Regulation 14A.
Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference to the section entitled "Certain Transactions"
contained in the Company's Annual Meeting Proxy Statement, to be filed pursuant
to Regulation 14A.
-30-
31
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
No financial statements have been filed as a part of this report other
than those incorporated by reference in Item 8.
2. Financial Statement Schedules Page(s)
Report of Independent Accountants on Financial Statement Schedules.... 21
II. Valuation and Qualifying Accounts..................... 22
III. Real Estate and Accumulated Depreciation.............. 23-26
IV. Mortgage Loans on Real Estate......................... 27-29
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions, are inapplicable or have been disclosed in the
notes to consolidated financial statements, and therefore, have been omitted.
3. Exhibits
Exhibits required as part of this report are listed in the index
appearing on Pages 34 through 37.
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
1988 Stock Option Plan - Form 10-K for fiscal year ended December 31, 1988, Exhibit
10.13
1992 Equity Incentive Plan - Registration Statement No. 33-48695, Exhibit 4.3
Employment Agreement with Abraham - Form 10-Q for fiscal quarter ended March 31, 1993, Exhibit
D. Gosman 10.1
(b) During the quarter ended December 31, 1994, the Company filed two reports
(without financial statements) on Form 8-K as follows:
Date Filed Item No. Description
---------- -------- -----------
October 7, 1994 7 (c) Form of underwriting agreement
October 19, 1994 7 (c) Restated declaration of trust, as amended
-31-
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MEDITRUST
By:/s/ Lisa P. McAlister
-----------------------------
Vice President and Treasurer
(and Principal Financial and Accounting Officer)
Dated: March 15, 1995
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/ Abraham D. Gosman Chairman, Chief Executive March 15, 1995
- ----------------------------
Abraham D. Gosman Officer and Trustee
/s/ David F. Benson President and March 15, 1995
- ---------------------------- Trustee
David F. Benson
/s/ Edward W. Brooke Trustee March 15, 1995
- ----------------------------
Edward W. Brooke
/s/ Hugh L. Carey Trustee March 15, 1995
- ----------------------------
Hugh L. Carey
/s/ Robert Cataldo Trustee March 15, 1995
- ----------------------------
Robert Cataldo
/s/ Philip L. Lowe Trustee March 15, 1995
- ----------------------------
Philip L. Lowe
/s/ Thomas J. Magovern Trustee March 15, 1995
- ----------------------------
Thomas J. Magovern
/s/ Gerald Tsai, Jr. Trustee March 15, 1995
- ----------------------------
Gerald Tsai, Jr.
/s/ Frederick W. Zuckerman Trustee March 15, 1995
- ----------------------------
Frederick W. Zuckerman
-32-
33
The Declaration of Trust establishing Meditrust dated August 6, 1985
(the "Declaration"), a copy of which is duly filed in the office of the
Secretary of State of the Commonwealth of Massachusetts, provides that the name
"Meditrust" refers to the Trustees under the Declaration collectively as
Trustees, but not individually or personally; and that no Trustee, officer,
shareholder, employee or agent of the Company shall be held to any personal
liability, jointly or severally, for any obligation of, or claim against, the
Company. All persons dealing with the Company, in any way, shall look only to
the assets of the Company for the payment of any sum or the performance of any
obligation.
-33-
34
EXHIBITS
Exhibit
No Title Method of Filing
- ------- ----- ----------------
3.1 Restated Declaration of Trust, as
amended............................. Incorporated by reference to Exhibit 3.1 to the Current
Report on Form 8-K filed October 19, 1994
3.2 By-Laws, as amended................. Incorporated by reference to Exhibit 3.2 to Form 10-K for
the fiscal year ended December 31, 1992
4.1 1988 Stock Option Plan, as amended.. Incorporated by reference to Exhibit 10.13 to Form
10-K for the fiscal year ended December 31, 1988
4.2 1992 Equity Incentive Plan.......... Incorporated by reference to Exhibit 4.3 to the
Registration Statement on Form S-8 (File No. 33-48695)
4.3 Form of Indenture dated February 4, 1993
between The Company and Fleet National
Bank, as trustee.................... Incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-3 (File No. 33-55386)
4.4 Form of 7% Convertible Debenture
due 1998............................ Incorporated by reference to Exhibit 4.2 to the
Registration Statement on Form S-3 (File No. 33-55386)
4.5 Form of Fiscal Agency Agreement
dated February 4, 1993 between the
Company and Fleet National Bank as
fiscal agent. ...................... Incorporated by reference to Exhibit 4.5 to Form 10-K
for the fiscal year ended December 31, 1993
4.6 Form of 7% Convertible Debenture
due 1998............................ Incorporated by reference to Exhibit 4.6 to Form 10-K
for the fiscal year ended December 31, 1993
4.7 Form of Fiscal Agency Agreement
dated November 15, 1993 between
the Company and Fleet National
Bank as fiscal agent................ Incorporated by reference to Exhibit 4.7 to Form 10-K
for the fiscal year ended December 31, 1993
-34-
35
Exhibit
No Title Method of Filing
- ------- ----- ----------------
4.8 Form of 6 7/8% Convertible Debenture due
1998................................ Incorporated by reference to Exhibit 4.8 to Form 10-K for
the fiscal year ended December 31, 1993
4.9 Form of Indenture dated April 23, 1992
between The Company and Fleet National
Bank, as trustee.. ................. Incorporated by reference to Exhibit 4 to the Registration
Statement on Form S-3 (File No. 33-45979
4.10 Form of 9% Convertible Debenture
due 2002............................ Incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-3 (File No. 33-45979)
4.11 Form of Indenture dated March 9,
1994 between the Company and
Shawmut Bank as Trustee............. Incorporated by reference to Exhibit 4 to the Registration
Statement on Form S-3 (File No. 33-50835)
4.12 Form of 7 1/2% Convertible Debenture
due 2001............................ Incorporated by reference to Exhibit 4 to the Registration
Statement on Form S-3 (File No. 33-50835)
10.1 Note Agreement relating to first
mortgage notes due December 1,
1997. .............................. Incorporated by reference to Exhibit 10.4 to the
Registration Statement on Form S-11 (File No. 33-20557)
10.2 Amended and Restated Lease
Agreement between Mediplex of
Queens, Inc. and QPH, Inc. dated
December 30, 1986... ............... Incorporated by reference to Exhibit 2.2 to the Form 8-K
dated January 13, 1987
10.3 Form of Lease for Carmel, New York
and Scotia, New York facilities..... Incorporated by reference to Exhibit 10.5 to the
Registration Statement on Form S-11 (File No. 33-7483)
-35-
36
Exhibit
No Title Method of Filing
- -------- ----- ----------------
10.4 Form of Credit Agreement between
the Registrant and Barclays Bank
PLC, New York Branch dated as of
March 7, 1988....................... Incorporated by reference to Exhibit 10.11 to the
Registration Statement on Form S-11 (File No. 33-20557)
10.5 Note Agreement dated as of October
31, 1989 among the Registrant, The
Prudential Insurance Company of
America, et al ..................... Incorporated by reference to Exhibit 10.4 to Form 8 dated
December 5, 1989
10.6 Note Agreement dated as of February
16, 1989, as amended and restated as
of October 31, 1989, among the
Registrant, The Prudential Insurance
Company of America, et al .......... Incorporated by reference to Exhibit 10.5 to Form 8 dated
December 5, 1989
10.7 Note Agreement dated as of January 1,
1993 by and among the Registrant,
Principal Mutual Life Insurance
Company, et al ..................... Incorporated by reference to Exhibit 10.1 to Form 10-Q
dated May 4, 1993
10.8 Employment Agreement dated January 1,
1993 by and between the Company and
Abraham D. Gosman................... Incorporated by reference to Exhibit 10.1 to Form 10-Q
dated May 4, 1993
10.9 Revloving Credit Agreement dated as
of July 1, 1991 among the Company,
various financial institutions and
Societe Generale, New York Branch,
as agent. .......................... Incorporated by reference to Exhibit 10.23 to Form 10-K
dated February 28, 1992
10.10 Revolving Credit Agreement dated as of
March 10, 1992 between the Company and
Via Banque.......................... Incorporated by reference to Exhibit 10.10 to Form 10-K
dated March 25, 1993
-36-
37
Exhibit
No Title Method of Filing
- -------- ----- ----------------
10.11 Consent Agreement dated as of January
27, 1994 between the Company and Sun
Healthcare Group, Inc............... Incorporated by reference to Form 8-K dated January 27, 1994
10.12 Revolving Credit Agreement dated May
31, 1994 among the Company, various
financial institutions and Fleet Bank,
National Association and First Union
National Bank of North Carolina as
Agents.............................. Filed herewith
10.13 Amendment No. 1 to Revolving Credit
Agreement dated May 31, 1994 among the
Company, various financial institutions
and Fleet Bank, National
Association......................... Filed herewith
11 Statement Regarding Computation of Per
Share Earnings...................... Filed herewith
13 "Shareholder Information" Section of the
1994 Annual Report to Shareholders.. Filed herewith
21 Subsidiaries of the Registrant...... Filed herewith
23 Consent of Coopers & Lybrand ....... Filed herewith
27 Financial Data Schedule ............ Incorporated by reference to Form 8-K dated March 8, 1995
-37-