1
Filed pursuant to Rule 424(b)(5)
Registration No. 33-56663
PROSPECTUS SUPPLEMENT
(To Prospectus Dated November 30, 1994)
8,750,000 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 $1.5 billion as of December
31, 1994. See "The Company."
The Company's shares of beneficial interest, without par value (the
"Shares"), are listed on the New York Stock Exchange ("NYSE") under the symbol
"MT." On March 16, 1995, the last reported sale price of the Shares as reported
by the NYSE was $30.125 per Share. It is anticipated that approximately 400,000
Shares will be offered outside the United States to non-United States citizens
or residents.
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.
------------------------
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.
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
- ------------------------------------------------------------------------------------------------
Per Share.................. $30.125 $1.506 $28.619
- ------------------------------------------------------------------------------------------------
Total(3)................... $263,593,750 $13,177,500 $250,416,250
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
[FN]
(1) For information regarding indemnification, see "Underwriting."
(2) Before deducting expenses payable by the Company estimated at $250,000.
(3) The Company has granted the Underwriters a 30-day option to purchase
1,312,500 additional Shares, solely to cover overallotments, if any. If the
option is exercised in full, the total "Price to Public," "Underwriting
Discounts and Commissions" and "Proceeds to Company" will be $303,132,813,
$15,154,125 and $287,978,688, respectively. See "Underwriting."
------------------------
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 March 24,
1995.
NATWEST SECURITIES LIMITED
ALEX. BROWN & SONS
INCORPORATED
DEAN WITTER REYNOLDS INC.
PAINEWEBBER INCORPORATED
SMITH BARNEY INC.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MARCH 17, 1995.
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[GRAPHS ON INSIDE COVER]
SEE THE APPENDIX FOR A DESCRIPTION OF THE GRAPHS AND 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 $1.5 billion as of December 31, 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 achieves
diversity in its property portfolio by sector of the health care industry,
geographic location, operator and form of investment.
As of December 31, 1994, the Company had investments in 274 facilities,
consisting of 233 long-term care facilities, 23 rehabilitation hospitals, six
psychiatric hospitals, four retirement living facilities, two alcohol and
substance abuse facilities and six medical office buildings. Included in the 274
facilities are ten properties under construction that are expected to be
completed during the next three to twelve months. The properties are located in
34 different states and are operated by 31 health care companies. Of the 31
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., NovaCare, Inc. and Mariner Health Group,
Inc.), and constitute approximately 44% 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 December 31, 1994, permanent mortgage loans
constituted 56%, sale/leaseback transactions constituted 41% 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 9.5% to 13.5% 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, 1994, the aggregate amount of additional rent and interest was
approximately $8.2 million compared to $8.7 million for the year ended December
31, 1993.
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.
From time to time, the Company may raise additional capital through the
sale of Shares, convertible debt or other securities. For information concerning
the Company's capital resources, see the "Liquidity and Capital Resources"
section of the Company's Current Report on Form 8-K, dated March 8, 1995 (the
"Current Report").
The Company's principal executive offices are located at 197 First Avenue,
Needham Heights, Massachusetts 02194, and its telephone number is (617)
433-6000.
------------------------
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 sale of the Shares
offered hereby (the "Offering") to repay certain short-term bank loans, the
outstanding balances of which are $60,000,000 as of the date of this Prospectus
Supplement, and to reduce the Company's bank lines of credit, the outstanding
balances of which were $198,700,000 as of March 16, 1995 and bear interest at
the lenders' respective prime rates or LIBOR plus 1.25%. See "Underwriting"
hereinafter, "Use of Proceeds" in the accompanying Prospectus and "Liquidity and
Capital Resources" in the Current Report.
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 March 15, 1995, there were 4,762 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 March 16, 1995, the last reported
sale price of the Shares as reported by the NYSE was $30.125 per Share.
PRICE OF SHARES
----------------- REGULAR DIVIDENDS
HIGH LOW DECLARED PER SHARE
------- ------- ------------------
1993
First Quarter................................ $34.000 $29.125 $ 0.6275
Second Quarter............................... 33.750 30.250 0.6325
Third Quarter................................ 34.625 31.875 0.6375
Fourth Quarter............................... 34.250 31.250 0.6425
----------
Total................................................................ $ 2.54
==============
1994
First Quarter................................ $35.250 $31.375 $ 0.6475
Second Quarter............................... 35.875 32.125 0.6525
Third Quarter................................ 34.250 30.625 0.6575
Fourth Quarter............................... 32.625 28.750 0.6625
----------
Total................................................................ $ 2.62
==============
1995
First Quarter
(through March 16, 1995)................. $32.125 $30.000 $ 0.6675
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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 35 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 $2.62 per
Share in 1994, 12.6% of which was considered a nontaxable return of capital. The
Company made cash distributions aggregating $2.54 per Share in 1993 and $2.46
per Share in 1992 of which 14.9% and 30.3% were considered nontaxable returns of
capital in 1993 and 1992, 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 first fiscal quarter of 1995. In
prior years, the dividend relating to the first fiscal quarter has typically
been paid in May.
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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, 1994. This financial
information has been derived from financial statements included in the Company's
Annual Reports on Form 10-K and the Current Report and should be read in
conjunction with those financial statements and the accompanying footnotes.
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
Cash flow from operating activities
available for distribution(1)...... $ 100,513 $ 84,831 $ 67,942 $ 53,950 $ 44,110
PER SHARE:
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(2)..................... $ 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
[FN]
- ---------------
(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 December 31, 1994, (ii) as adjusted to reflect additional
borrowings under the Company's bank lines of credit (the outstanding balances of
which were $198,700,000 as of March 16, 1995), $60,000,000 of additional
short-term borrowings and the sale of the Shares offered hereby and to reflect
the application of the net proceeds from this Offering to repay the Company's
short-term borrowings and 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" and "Underwriting." 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.
DECEMBER 31, 1994
-----------------------------------------
FULLY
ACTUAL AS ADJUSTED CONVERTED(1)
----------- ----------- -------------
(000'S OMITTED IN TABLE)
Indebtedness and other liabilities:
Senior unsecured notes payable, net.................... $ 285,360 $ 285,360 $ 285,360
Senior mortgage notes payable, net..................... 21,206 21,206 21,206
Bonds and mortgages payable, net....................... 59,264 59,264 59,264
9% Convertible debentures, net......................... 18,158 18,158 0
7% Convertible debentures, net......................... 40,789 40,789 0
6 7/8% Convertible debentures, net..................... 84,471 84,471 0
7 1/2% Convertible debentures, net..................... 87,859 87,859 0
Bank notes payable, net................................ 168,645 8,534 8,534
Deferred income........................................ 12,559 12,559 12,559
Accrued expenses and other liabilities................. 46,672 46,672 46,672
Shareholders' equity:
Shares of beneficial interest without par value:
unlimited Shares authorized, 39,619,000 Shares
issued and outstanding at 12/31/94, 48,369,000
Shares as adjusted, and 55,232,791 Shares issued and
outstanding assuming 100% conversion of all
outstanding debentures, net of distributions in
excess of net income(1)............................. 770,147 1,020,313 1,251,590
----------- ----------- -------------
Total capitalization........................... $1,595,130 $ 1,685,185 $ 1,685,185
=========== ========= ==========
[FN]
- ---------------
(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.
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.................................... 1,750,000
Alex. Brown & Sons Incorporated............................... 1,750,000
Dean Witter Reynolds Inc...................................... 1,750,000
PaineWebber Incorporated...................................... 1,750,000
Smith Barney Inc.............................................. 1,750,000
---------
TOTAL.................................................... 8,750,000
========
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
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not in excess of $0.83 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 1,312,500 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 8,750,000
Shares offered hereby. The Underwriters may exercise such option only to cover
over-allotments in connection with the sale of the 8,750,000 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) the issuance of up to $105,000,000 aggregate principal
amount of the Company's convertible debentures to certain institutional
investors or any securities issuable upon the conversion of such debentures, (c)
Shares issuable upon the conversion of the Company's outstanding convertible
debentures and notes or upon the exercise of outstanding stock options or (d)
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 the 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 Company is indebted to National Westminster Bank Plc, New York Branch
and NatWest Bank N.A., both affiliates of NatWest, in the aggregate amount of
$35,000,000. The Company expects to repay this indebtedness indirectly from the
net proceeds of this Offering. See "Use of Proceeds."
National Westminster Bank U.S.A. ("NWB"), an affiliate of NatWest, is a
member of a syndicate of eight banks which are lenders to the Company under a
revolving credit facility. An aggregate of $155,000,000 is available for
borrowing under the revolving credit facility. NWB's aggregate participation in
the facility is $25,000,000, of which approximately $24,750,000 is currently
outstanding. The Company expects to use a portion of the net proceeds from the
Offering to repay amounts outstanding under the revolving credit facility. NWB
will receive its pro rata share of any net proceeds so applied. See "Use of
Proceeds."
The Underwriters have provided, and expect in the future to provide,
services to the Company.
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.
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PROSPECTUS
[ ---- MEDITRUST LOGO ---- ]
SHARES OF BENEFICIAL INTEREST,
DEBT SECURITIES AND/OR SECURITIES WARRANTS
---------------------
Meditrust, a Massachusetts business trust (together with its subsidiaries
unless the context otherwise requires, the "Company"), is a real estate
investment trust under the Internal Revenue Code of 1986, as amended, which may
offer from time to time, in one or more series, its debt securities (the "Debt
Securities"), warrants to purchase Debt Securities (the "Debt Securities
Warrants"), shares of beneficial interest, without par value (the "Shares"), and
warrants to purchase Shares (the "Share Warrants"). The Debt Securities Warrants
and the Share Warrants are collectively referred to herein as the "Securities
Warrants." The Debt Securities, Shares and Securities Warrants are collectively
referred to herein as the "Securities." The Securities will have an aggregate
offering price of $444,309,017.50 and will be offered on terms to be determined
at the time of offering.
In the case of Debt Securities, the specific title, the aggregate principal
amount, the purchase price, the maturity, the rate and time of payment of any
interest, any redemption or sinking fund provisions, any conversion provisions
and any other specific term of the Debt Securities will be set forth in an
accompanying supplement to this Prospectus (the "Prospectus Supplement"). In the
case of Shares, the specific number of Shares and issuance price per Share will
be set forth in an accompanying Prospectus Supplement. In the case of Securities
Warrants, the duration, offering price, exercise price and detachability, if
applicable, will be set forth in an accompanying Prospectus Supplement. The
Prospectus Supplement will also disclose whether the Securities will be listed
on a national securities exchange and if they are not to be listed, the possible
effects thereof on their marketability.
The Securities may be sold: (i) directly by the Company; (ii) through
underwriting syndicates represented by one or more managing underwriters, or by
one or more underwriters without a syndicate; and (iii) through agents
designated from time to time. The names of any underwriters or agents of the
Company involved in the sale of the Securities in respect of which this
Prospectus is being delivered and any applicable commissions or discounts will
be set forth in an accompanying Prospectus Supplement. See "Plan of
Distribution." The net proceeds to the Company from such sale also will be set
forth in the Prospectus Supplement.
The Company's shares are traded on the New York Stock Exchange under the
symbol "MT." On November 28, 1994, the closing sale price of the shares on the
New York Stock Exchange was $30.00.
---------------------
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.
---------------------
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.
---------------------
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
---------------------
The date of this Prospectus is November 30, 1994.
10
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024 of the offices of
the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
or at the regional offices of the Commission located at 7 World Trade Center,
13th Floor, New York, New York 10048 and Suite 1400, Northwestern Atrium Center,
500 West Madison Street, Chicago, Illinois 60661. Copies of such material can be
obtained from the principal offices of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington D.C. 20549, at prescribed rates. Reports, proxy
materials and other information concerning the Company can also be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, Room 1102, New
York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1993, as amended (the "Securities Act").
This Prospectus and any accompanying Prospectus Supplement do not contain all
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement, copies of
which may be obtained upon payment of a fee prescribed by the Commission, or may
be examined free of charge at the principal office of the Commission in
Washington, D.C.
Statements made in this Prospectus and any accompanying Prospectus
Supplement as to the contents of any contract or other document referred to are
not necessarily complete, and reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Prospectus its
Annual Report on Form 10-K for the fiscal year ended December 31, 1993, its
Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1994,
June 30, 1994 and September 30, 1994. The discussion of Federal income tax
treatment of the Company and its shareholders which is contained in the
Company's Current Report on Form 8-K dated March 4, 1992, including any
amendment or report filed for the purpose of updating such discussion, is hereby
incorporated by reference into this Prospectus and shall be deemed to be a part
hereof.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the Securities offered hereby shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing such documents. Any statement contained herein or
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in a subsequently filed
document, as the case may be, which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
(without exhibits) of any or all documents incorporated by reference into this
Prospectus. Requests for such copies should be directed to Lisa P. McAlister,
Vice President and Treasurer, Meditrust, 197 First Avenue, Needham,
Massachusetts 02194, telephone (617) 433-6000.
---------------------
THE DECLARATION OF TRUST ESTABLISHING THE COMPANY, DATED AUGUST 6, 1985, AS
AMENDED (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.
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THE COMPANY
Meditrust 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 September 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 September 30, 1994, the Company had investments in 231 facilities,
consisting of 192 long-term care facilities, 23 rehabilitation hospitals, five
medical office buildings, two alcohol and substance abuse facilities, six
psychiatric hospitals and three 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 in the aggregate 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 mortgage liens. As of September 30, 1994, sale/leaseback transactions
constituted 52%, permanent mortgage loans constituted 45% 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 based upon a percentage of increased revenues over specific
lease 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 six 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
when the Company will also be the permanent 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 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.
In order to meet its ongoing capital requirements for additional
investments, the Company may raise additional capital through the sale of
Shares, Debt Securities, Share Warrants or Debt Securities Warrants or through a
securitization transaction.
The Company's principal executive offices are located at 197 First Avenue,
Needham, Massachusetts 02194, and its telephone number is (617) 433-6000.
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RATIO OF EARNINGS TO FIXED CHARGES
YEAR ENDED DECEMBER 31, NINE MONTHS ENDED
---------------------------------------- SEPTEMBER 30,
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- -----------------
Ratio............ 1.62 1.67 l.60 1.88 2.02 2.13
For the purpose of calculating the ratio of earnings to fixed charges for
the years ended December 31, 1989, 1990, 1991, 1992 and 1993 and the nine-month
period ended September 30, 1994, net income has been added to interest expense
and that sum has been divided by such interest expense.
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement which accompanies
this Prospectus, the net proceeds from the sale of the Securities offered from
time to time hereby will be used for general business purposes, including the
repayment of bank lines of credit, if any, outstanding, and investments in
health care facilities. As of November 17, 1994, $132,000,000 was outstanding
under the Company's bank lines of credit. All currently outstanding loans under
the Company's bank lines of credit mature prior to July 1, 1997 and accrue
interest at the lender's respective prime rates or the London Interbank Offering
Rate plus 1.25%. Pending such uses, the net proceeds will be invested in
short-term, interest-bearing, direct obligations issued or guaranteed by the
United States, certificates of deposit or accounts, or investment grade
commercial paper, consistent with the Company's qualification as a real estate
investment trust, the Company's Restated Declaration of Trust, as amended (the
"Declaration"), and the Company's agreements with its lenders.
DESCRIPTION OF SHARES
There is no limit on the number of Shares the Company is authorized to
issue. Shares may be issued by the Board of Trustees without any vote of the
shareholders. The outstanding Shares are of one class and without par value. The
following description is qualified in all respects by reference to the
Declaration and the By-laws of the Company, copies of which are incorporated by
reference as exhibits to the Registration Statement of which this Prospectus is
a part.
Shares of Beneficial Interest. All Shares participate equally in dividends
and in net assets available for distribution to shareholders on liquidation or
termination of the Company, have one vote per Share on all matters submitted to
a vote of the shareholders and do not have cumulative voting rights in the
election of Trustees. The Shares offered hereby will be validly issued, fully
paid and nonassessable by the Company upon issuance.
Redemption. For the Company to qualify as a real estate investment trust
under the Internal Revenue Code of 1986, as amended (the "Code"), in any taxable
year, not more than 50% of its outstanding Shares may be owned by five or fewer
individuals and Shares must be owned by 100 or more persons during at least 335
days of a taxable year of 12 months or during a proportionate part of a shorter
taxable year. In order to meet these requirements, the Trustees have the power
to redeem or prohibit the transfer of a sufficient number of Shares selected in
a manner deemed appropriate to maintain or bring the ownership of the Shares
into conformity with such requirements. In connection with the foregoing, if the
Trustees shall, at any time and in good faith, be of the opinion that direct or
indirect ownership of at least 9.9% or more of the Shares has or may become
concentrated in the hands of one beneficial owner, the Trustees shall have the
power (i) by lot or other means deemed equitable by them to call for the
purchase from any shareholder of the Company of a number of Shares sufficient,
in the opinion of the Trustees, to maintain or bring the direct or indirect
ownership of Shares of such owner to a level of no more than 9.9% of the
outstanding Shares, and (ii) to refuse to transfer or issue Shares to any person
whose acquisition of such Shares would cause a beneficial holder to hold in
excess of 9.9% of the outstanding Shares. Further, any transfer of Shares that
would create a beneficial owner of more than 9.9% of the outstanding Shares
shall be deemed void and the intended transferee shall be deemed never to have
had an interest therein. The purchase price for any Shares so redeemed shall be
equal to the fair market value of the Shares reflected in the closing sales
price for the
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Shares, if then listed on a national securities exchange, or the average of the
closing sales price for the Shares if then listed on more than one national
securities exchange, or if the Shares are not then listed on a national
securities exchange, the latest bid quotation for the Shares if then traded
over-the-counter, on the last business day immediately preceding the day on
which notices of such acquisition are sent by the Company. From and after the
date fixed for purchase by the Trustees, the holder of any Shares so called for
purchase shall cease to be entitled to distributions, voting rights and other
benefits with respect to such Shares, except the right to payment of the
purchase price for the Shares.
The foregoing provisions may have the effect of discouraging unilateral
tender offers or other takeover proposals which certain shareholders might deem
in their interest or in which they might receive a substantial premium. The
provisions could also have the effect of insulating current management against
the possibility of removal and could, by possibly reducing temporary
fluctuations in market price caused by accumulations of Shares, deprive
shareholders of opportunities to sell at a temporarily higher market price.
Additional Provisions. The Declaration provides that annual meetings of
shareholders are to be held within six months after the end of each fiscal year
and special meetings of the shareholders may be called by the President of the
Company, a majority of the Trustees or a majority of the Independent Trustees
(defined in the Declaration) and shall be called upon the written request of the
holders of 10% or more of the outstanding Shares.
Whenever any action is to be taken by the shareholders, it shall, except as
otherwise clearly indicated in the Declaration of Trust, be authorized by
holders of a majority of the Shares then outstanding and entitled to vote
thereon. Notwithstanding the foregoing, at all elections of Trustees, voting by
shareholders shall be conducted under the non-cumulative method and the election
of Trustees shall be by the affirmative vote of the holders of Shares
representing a plurality of the Shares then outstanding which are present in
person or by proxy at a meeting in which a quorum is present.
Whenever shareholders are required or permitted to take any action (unless
a vote at a meeting is specifically required, as with respect to termination or
amendment of the Declaration), such action may be taken without a meeting by
written consents setting forth the action so taken, signed by the holders of a
majority (or such higher percentage as may be specified) of the outstanding
Shares that would be entitled to vote thereon at a meeting.
Except with respect to matters on which a shareholders' vote is
specifically required by the Declaration, no action taken by the shareholders at
any meeting shall in any way bind the Trustees.
The Shares have no preemptive, conversion, exchange, sinking fund or
appraisal rights.
The Declaration 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 claims are not satisfied by the Company. However, the Declaration
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. For example, almost all of the real estate and all
of the mortgages included in the assets of the Company are held by corporate
subsidiaries. The Trustees do not intend to provide insurance covering such
risks to shareholders.
Transfer Agent and Registrar. Fleet National Bank, Providence, Rhode
Island, acts as transfer agent and registrar of the Shares.
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DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued in one or more series under an
Indenture (the "Indenture") to be executed by the Company and a trustee (the
"Trustee"), a form of which has been filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The terms of the Debt Securities
include those stated in the Indenture and those made a part of the Indenture
(before any supplements) by reference to the Trust Indenture Act of 1939, as
amended.
The following is a summary of certain provisions of the Indenture and does
not purport to be complete and is qualified in its entirety by reference to the
detailed provisions of the Indenture, including the definitions of certain terms
therein to which reference is hereby made, for a complete statement of such
provisions. Wherever particular provisions or sections of the Indenture or terms
defined therein are referred to herein, such provisions or definitions are
incorporated herein by reference.
General. The Indenture does not limit the aggregate principal amount of
Debt Securities that may be issued thereunder and provides that Debt Securities
may be issued from time to time in one or more series. The Prospectus Supplement
will describe certain terms of any Debt Securities offered hereby, including (i)
the title of such Debt Securities; (ii) any limit on the aggregate principal
amount of such Debt Securities and their purchase price; (iii) the date or dates
on which such Debt Securities will mature; (iv) the rate or rates per annum (or
manner in which interest is to be determined) at which such Debt Securities will
bear interest, if any, and the date from which such interest, if any, will
accrue; (v) the dates on which such interest, if any, on such Debt Securities
will be payable and the regular record dates for such interest payment dates;
(vi) any mandatory or optional sinking fund or analogous provisions; (vii)
additional provisions, if any, for the defeasance of such Debt Securities;
(viii) the date, if any, after which and the price or prices at which such Debt
Securities may, pursuant to any optional or mandatory redemption or repayment
provisions, be redeemed and the other detailed terms and provisions of any such
optional or mandatory redemption or repayment provisions; (ix) whether such Debt
Securities are to be issued in whole or in part in registered form represented
by one or more registered global securities (a "Registered Global Security")
and, if so, the identity of the depository for such Registered Global Security
or Securities; (x) certain applicable United States Federal income tax
consequences; (xi) any provisions relating to security for payments due under
such Debt Securities; (xii) any provisions relating to the conversion or
exchange of such Debt Securities into or for Shares or Debt Securities of
another series; (xiii) any provisions relating to the ranking of such Debt
Securities in right of payment as compared to other obligations of the Company;
(xiv) the denominations in which such Debt Securities are authorized to be
issued; (xv) the place or places where principal of, premium, if any, and
interest, if any, on such Debt Securities will be payable; and (xvi) any other
specific term of such Debt Securities, including any additional events of
default or covenants provided for with respect to such Debt Securities, and any
terms that may be required by or advisable under applicable laws or regulations.
Conversion Rights. The terms, if any, on which Debt Securities of any
series may be exchanged for or converted into Shares or Debt Securities of
another series will be set forth in the Prospectus Supplement relating thereto.
To protect the Company's status as a real estate investment trust ("REIT"), a
Holder may not convert any Debt Security, and such Debt Security shall not be
convertible by any Holder, if as a result of such conversion any person would
then be deemed to beneficially own, directly or indirectly, 9.9% or more of the
then outstanding Shares.
The conversion price will be subject to adjustment under certain
conditions, including (i) the payment of dividends (and other distributions) in
Shares on any class of shares of the Company; (ii) subdivisions, combinations
and reclassifications of Shares; (iii) the issuance to all or substantially all
holders of Shares of rights or warrants entitling them to subscribe for or
purchase Shares at a price per Share (or having a conversion price per Share)
less than the then current market price; and (iv) distributions to all or
substantially all holders of Shares or shares of any other class, or evidences
of indebtedness or assets (including securities, but excluding those rights,
warrants, dividends and distributions referred to above and dividends and
distributions not prohibited under the terms of the Indenture) of the Company,
subject to the limitation that all adjustments by reason of any of the foregoing
would not be made until they result in a cumulative change in the conversion
price of at least 1%. In the event the Company shall effect any capital
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reorganization or reclassification of its Shares or shall consolidate or merge
with or into any trust or corporation (other than a consolidation or merger in
which the Company is the surviving entity) or shall sell or transfer
substantially all its assets to any other trust or corporation, the Holders
shall, if entitled to convert such Debt Securities at any time after such
transaction, receive upon conversion thereof, in lieu of each Share into which
the Debt Securities of such series would have been convertible prior to such
transaction, the same kind and amount of stock and other securities, cash or
property as shall have been issuable or distributable in connection with such
transaction with respect to each Share.
A conversion price adjustment made according to the provisions of the Debt
Securities of any series (or the absence of provision for such an adjustment)
might result in a constructive distribution to the Holders of Debt Securities of
such series or holders of Shares that would be subject to taxation as a
dividend. The Company may, at its option, make such reductions in the conversion
price, in addition to those set forth above, as the Board of Trustees of the
Company deems advisable to avoid or diminish any income tax to holders of Shares
resulting from any dividend or distribution of Shares (or rights to acquire
Shares) or from any event treated as such for income tax purposes or for any
other reason. The Board of Trustees will also have the power to resolve any
ambiguity or correct any error in the provisions relating to the adjustment of
the conversion price of the Debt Securities of such series and its actions in so
doing shall be final and conclusive.
Fractional Shares will not be issued upon conversion, but, in lieu thereof,
the Company will pay a cash adjustment based upon market price.
The Holders of Debt Securities of any series at the close of business on an
interest payment record date shall be entitled to receive the interest payable
on such Debt Securities on the corresponding interest payment date
notwithstanding the conversion thereof. However, Debt Securities surrendered for
conversion during the period from the close of business on any record date for
the payment of interest to the opening of business on the corresponding interest
payment date must be accompanied by payment of an amount equal to the interest
payable on such interest payment date. Holders of Debt Securities of any series
who convert Debt Securities of such series on an interest payment date will
receive the interest payable by the Company on such date and need not include
payment in the amount of such interest upon surrender of such Debt Securities
for conversion. Except as aforesaid, no payment or adjustment is to be made on
conversion for interest accrued on the Debt Securities of any series or for
dividends on Shares.
Optional Redemption. The Debt Securities of any series will be subject to
redemption, in whole or from time to time in part, at any time for certain
reasons intended to protect the Company's status as a REIT at the option of the
Company on at least 30 days' prior notice by mail at a redemption price equal to
100% of the principal amount, plus interest accrued to the date of redemption.
Except as otherwise set forth in the accompanying Prospectus Supplement, the
Company may exercise its redemption powers solely with respect to the securities
of the security holder or holders which pose a threat to the Company's REIT
status and only to the extent deemed necessary by the Company's Board of
Trustees to preserve such status. (See "Redemption" under "Description of
Shares".) The Indenture does not contain any provision requiring the Company to
repurchase the Debt Securities of any series at the option of the Holders
thereof in the event of a leveraged buyout, recapitalization or similar
restructuring of the Company, even though the Company's creditworthiness and the
market value of the Debt Securities may decline significantly as a result of
such transaction. The Indenture does not protect Holders of the Debt Securities
of any series against any decline in credit quality, whether resulting from any
such transaction or from any other cause.
Dividends, Distributions and Acquisitions of Shares of Beneficial
Interest. The Indenture provides that the Company will not (i) declare or pay
any dividend or make any distribution on its shares of beneficial interest or to
holders of its Shares (other than dividends or distributions payable in its
shares of beneficial interest or other than as the Company determines is
necessary to maintain its status as a REIT) or (ii) purchase, redeem or
otherwise acquire or retire for value any of its shares of beneficial interest
or permit any subsidiary to do so, if at the time of such action an Event of
Default (as defined in the Indenture) has occurred and is continuing or would
exist immediately after giving effect to such action.
Additional Covenants. Any additional covenants of the Company with respect
to a series of the Debt Securities will be set forth in the Prospectus
Supplement relative thereto.
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Modification of the Indenture. Under the Indenture, with certain
exceptions, the rights and obligations of the Company with respect to any series
of Debt Securities and the rights of Holders of such series may only be modified
by the Company and the Trustee with the consent of the Holders of at least a
majority in principal amount of the outstanding Debt Securities of such series.
However, without the consent of each Holder of any Debt Securities affected, an
amendment, waiver or supplement may not (i) reduce the principal of, or rate of
interest on, any Debt Securities; (ii) change the stated maturity date of the
principal of, or any installment of interest on, any Debt Securities; (iii)
waive a default in the payment of the principal amount of, or the interest on,
or any premium payable on redemption of, any Debt Securities; (iv) change the
currency for payment of the principal of, or premium or interest on, any Debt
Securities; (v) impair the right to institute suit for the enforcement of any
such payment when due; (vi) adversely affect any right to convert any Debt
Securities; (vii) reduce the amount of outstanding Debt Securities necessary to
consent to an amendment, supplement or waiver provided for in the Indenture; or
(viii) modify any provisions of the Indenture relating to the modification and
amendment of the Indenture or waivers of past defaults, except as otherwise
specified.
Events of Default, Notice and Waiver. Except as otherwise set forth in the
accompanying Prospectus Supplement, the following is a summary of certain
provisions of the Indenture relating to events of default, notice and waiver.
The following are Events of Default under the Indenture with respect to any
series of Debt Securities: (i) default in the payment of interest on the Debt
Securities of such series when due and payable, which continues for 30 days;
(ii) default in the payment of principal of (and premium, if any) on the Debt
Securities when due, at maturity, upon redemption or otherwise, which continues
for five Business Days; (iii) failure to perform any other covenant of the
Company contained in the Indenture or the Debt Securities of such series which
continues for 60 days after written notice as provided in the Indenture; (iv)
default under any bond, debenture or other Indebtedness (as defined in the
Indenture) of the Company or any subsidiary if (a) either (x) such event of
default results from the failure to pay any such Indebtedness at maturity or (y)
as a result of such event of default, the maturity of such Indebtedness has been
accelerated prior to its expressed maturity and such acceleration shall not be
rescinded or annulled or the accelerated amount paid within ten days after
notice to the Company of such acceleration, or such Indebtedness having been
discharged, and (b) the principal amount of such Indebtedness, together with the
principal amount of any other such Indebtedness in default for failure to pay
principal or interest thereon, or the maturity of which has been so accelerated,
aggregates $10,000,000 or more; (v) certain events of bankruptcy, insolvency or
reorganization relating to the Company and (vi) any other Event of Default
provided with respect to the Debt Securities of that series.
If an Event of Default occurs and is continuing with respect to the Debt
Securities of any series, either the Trustee or the Holders of a majority in
aggregate principal amount of the outstanding Debt Securities of such series may
declare the Debt Securities due and payable immediately.
The Indenture provides that the Trustee will, within 90 days after the
occurrence of any Default or Event of Default with respect to the Debt
Securities of any series, give to the Holders of Debt Securities notice of all
uncured Defaults and Events of Default known to it, but the Trustee will be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interest of such Holders, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest on any of the Debt Securities of such series.
The Indenture provides that the Holders of a majority in aggregate
principal amount of the Debt Securities of any series then outstanding may
direct the time, method and place of conducting any proceedings for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Debt Securities of such series. The right of a
Holder to institute a proceeding with respect to the Indenture is subject to
certain conditions precedent including notice and indemnity to the Trustee, but
the Holder has an absolute right to receipt of principal of (and premium, if
any) and interest on such Holder's Debt Securities on or after the respective
due dates expressed in the Debt Securities, and to institute suit for the
enforcement of any such payments.
The Holders of a majority in principal amount of the outstanding Debt
Securities of any series then outstanding may on behalf of the Holders of all
Debt Securities of such series waive certain past defaults,
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except a default in payment of the principal of (or premium, if any) or interest
on any Debt Securities of such series or in respect of certain provisions of the
Indenture which cannot be modified or amended without the consent of the Holder
of each outstanding Debt Securities of such series affected thereby.
The Company will be required to furnish to the Trustee annually a statement
of certain officers of the Company stating whether or not they know of any
Default or Events of Default (as defined in the Indenture) and, if they have
knowledge of a Default or Event of Default, a description of the efforts to
remedy the same.
Consolidation, Merger, Sale or Conveyance. The Indenture provides that the
Company may merge or consolidate with, or sell or convey all or substantially
all of its assets to, any other trust or corporation, provided that (i) either
the Company shall be the continuing entity, or the successor entity (if other
than the Company) shall be an entity organized and existing under the laws of
the United States or a state thereof or the District of Columbia (although it
may, in turn, be owned by a foreign entity) and such entity shall expressly
assume by supplemental indenture all of the obligations of the Company under the
Debt Securities of any series and the Indenture; (ii) immediately after giving
effect to such transactions no Default or Event of Default shall have occurred
and be continuing, and (iii) the Company shall have delivered to the Trustee an
Officers' Certificate and opinion of counsel, stating that the transaction and
supplemental indenture comply with the Indenture.
Global Securities. The Debt Securities of a series may be issued in whole
or in part in global form (the "Global Securities"). The Global Securities will
be deposited with a depository (the "Depository"), or with a nominee for a
Depository, identified in the Prospectus Supplement. In such case, one or more
Global Securities will be issued in a denomination or aggregate denominations
equal to the portion of the aggregate principal amount of outstanding Debt
Securities of the series to be represented by such Global Security or
Securities. Unless and until it is exchanged in whole or in part for Debt
Securities in definitive form, a Global Security may not be transferred except
as a whole by the Depository for such Global Security to a nominee of such
Depository or by a nominee of such Depository to such Depository or another
nominee of such Depository or by such Depository or any such nominee to a
successor for such Depository or a nominee of such successor.
The specific material terms of the depository arrangement with respect to
any portion of a series of Debt Securities to be represented by a Global
Security will be described in the Prospectus Supplement. The Company anticipates
that the following provisions will apply to all depository arrangements.
Upon the issuance of a Global Security, the Depository for such Global
Security will credit, on its book entry registration and transfer system, the
respective principal amounts of the Debt Securities represented by such Global
Security to the accounts of persons that have accounts with such Depository
("participants"). The accounts to be credited shall be designated by any
underwriters or agents participating in the distribution of such Debt
Securities. Ownership of beneficial interests in a Global Security will be
limited to participants or persons that may hold interests through participants.
Ownership of beneficial interests in such Global Security will be shown on, and
the transfer of that ownership will be effected only through records maintained
by the Depository for such Global Security (with respect to interests of
participants) or by participants or persons that hold through participants (with
respect to interests of persons other than participants). So long as the
Depository for a Global Security, or its nominee, is the registered owner of
such Global Security, such Depository or such nominee as the case may be, will
be considered the sole owner or Holder of the Debt Securities represented by
such Global Security for all purposes under the Indenture; provided, however,
that for purposes of obtaining any consents or directions required to be given
by the Holders of the Debt Securities, the Company, the Trustee and its agents
will treat a person as the holder of such principal amount of Debt Securities as
specified in a written statement of the Depository.
Principal, premium, if any, and interest payments, if any, on Debt
Securities represented by a Global Security registered in the name of a
Depository or its nominee will be made to such Depository or its nominee, as the
case may be, as the registered owner of such Global Security. None of the
Company, the Trustee or any Paying Agent for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
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The Company expects that the Depository for any Debt Securities represented
by a Global Security, upon receipt of any payment of principal, premium, if any,
or interest will immediately credit participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of such Global Security as shown on the records of such Depository. The
Company also expects that payments by participants will be governed by standing
instructions and customary practices, as is now the case with the securities
held for the accounts of customers registered in "street names," and will be the
responsibility of such participants.
If the Depository for any Debt Securities represented by a Global Security
is at any time unwilling or unable to continue as Depository and a successor
Depository is not appointed by the Company within 90 days, the Company will
issue each Debt Security in definitive form to the beneficial owners thereof in
exchange for such Global Security. In addition, the Company may at any time and
in its sole discretion determine not to have any of the Debt Securities of a
series represented by one or more Global Securities and, in such event, will
issue Debt Securities of such series in definitive form in exchange for all of
the Global Security or Securities representing such Debt Securities.
The laws of some states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such laws may impair
the ability to transfer beneficial interests in Debt Securities represented by
Global Securities.
Governing Law. The Indenture and the Debt Securities will be governed by
and construed in accordance with the laws of the Commonwealth of Massachusetts.
DESCRIPTION OF SECURITIES WARRANTS
The Company may issue Securities Warrants for the purchase of Debt
Securities or Shares. Securities Warrants may be issued independently or
together with Debt Securities or Shares offered by any Prospectus Supplement and
may be attached to or separate from such Debt Securities or Shares. Each series
of Securities Warrants will be issued under a separate warrant agreement (a
"Securities Warrant Agreement") to be entered into between the Company and a
bank or trust company, as Securities Warrant agent, all as set forth in the
Prospectus Supplement relating to the particular issue of offered Securities
Warrants. The Securities Warrant agent will act solely as an agent of the
Company in connection with the Securities Warrant certificates relating to the
Securities Warrants and will not assume any obligation or relationship of agency
or trust for or with any holders of Securities Warrant certificates or
beneficial owners of Securities Warrants. The following summaries of certain
provisions of the Securities Warrant Agreement and Securities Warrants do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all the provisions of the Securities Warrant Agreement and the
Securities Warrant certificates relating to each series of Security Warrants
which will be filed with the Commission and incorporated by reference as an
exhibit to the Registration Statement of which this Prospectus is a part at or
prior to the time of the issuance of such series of Security Warrants.
If Debt Securities Warrants are offered, the applicable Prospectus
Supplement will describe the terms of such Securities Warrants, including the
following where applicable: (i) the offering price, (ii) the denominations and
terms of the series of Debt Securities purchasable upon exercise of such
Securities Warrants, (iii) the designation and terms of any series of Debt
Securities with which such Securities Warrants are being offered and the number
of such Securities Warrants being offered with each such Debt Security, (iv) the
date, if any, on and after which such Securities Warrants and the related series
of Debt Securities will be transferable separately, (v) the principal amount of
the series of Debt Securities purchasable upon exercise of each such Securities
Warrant and the price at which such principal amount of Debt Securities of such
series may be purchased upon such exercise, (vi) the date on which the right to
exercise such Securities Warrants shall commence and the date (the "Expiration
Date") on which such right shall expire, (vii) whether the Securities Warrants
will be issued in registered or bearer form, (viii) any special United States
Federal income tax consequences, (ix) the terms, if any, on which the Company
may accelerate the Expiration Date and (ix) any other terms of such Securities
Warrants.
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In the case of Share Warrants, the applicable Prospectus Supplement will
describe the terms of such Securities Warrants, including the following where
applicable: (i) the offering price, (ii) the aggregate number of Shares
purchasable upon exercise of such Securities Warrants and the exercise price,
(iii) the designation and terms of the series of Debt Securities with which such
Securities Warrants are being offered, if any, and the number of such Securities
Warrants being offered with each such Debt Security or Share, (iv) the date, if
any, on and after which such Securities Warrants and the related series of Debt
Securities or Shares will be transferable separately, (v) the date on which the
right to exercise such Securities Warrants shall commence and the Expiration
Date, (vi) any special United States Federal income tax consequences and (vii)
any other terms of such Securities Warrants.
Securities Warrant certificates may be exchanged for new Securities Warrant
certificates of different denominations, may (if in registered form) be
presented for registration of transfer, and may be exercised at the corporate
trust office of the Securities Warrant agent or any other office indicated in
the applicable Prospectus Supplement. Prior to the exercise of any Debt
Securities Warrants, holders of such Securities Warrants will not have any of
the rights of holders of the Debt Securities purchasable upon such exercise,
including the right to receive payments of principal of, premium, if any, or
interest, if any, on such Debt Securities or to enforce covenants in the
applicable indenture. Prior to the exercise of any Share Warrants, holders of
such Securities Warrants will not have any rights of holders of such Shares,
including the right to receive payments of dividends, if any, on such Shares, or
to exercise any applicable right to vote.
Certain Risk Considerations. Any Securities Warrants issued by the Company
will involve a certain degree of risk, including risks arising from the
fluctuations in the price of the underlying securities and general risks
applicable to the stock market (or markets) on which the underlying securities
are traded.
Prospective purchasers of the Securities Warrants should recognize that the
Securities Warrants may expire worthless and, thus, purchasers should be
prepared to sustain a total loss of the purchase price of their Securities
Warrants. This risk reflects the nature of a Securities Warrant as an asset
which, other factors held constant, tends to decline in value over time and
which may, depending on the price of the underlying securities, become worthless
when it expires. The trading price of a Securities Warrant at any time is
expected to increase as the price, or, if applicable, dividend rate on the
underlying securities increases. Conversely, the trading price of a Securities
Warrant is expected to decrease as the time remaining to expiration of the
Securities Warrant decreases and as the price or, if applicable, dividend rate
on the underlying securities, decreases. Assuming all other factors are held
constant, the more a Securities Warrant is "out of the money" (i.e., the more
the exercise price exceeds the price of the underlying securities and the
shorter its remaining term to expiration), the greater the risk that a purchaser
of the Securities Warrant will lose all or part of his or her investment. If the
price of the underlying securities does not rise before the Securities Warrant
expires to an extent sufficient to cover a purchaser's cost of the Securities
Warrant, the purchaser will lose all or part of his or her investment in such
Securities Warrant upon expiration.
In addition, prospective purchasers of the Securities Warrants should be
experienced with respect to options and option transactions and understand the
risks associated with options and should reach an investment decision only after
careful consideration, with their financial advisers, of the suitability of the
Securities Warrants in light of their particular financial circumstances and the
information discussed herein and, if applicable, the Prospectus Supplement.
Before purchasing, exercising or selling any Securities Warrants, prospective
purchasers and holders of Securities Warrants should carefully consider, among
other things, (i) the trading price of the Securities Warrants, (ii) the price
of the underlying securities at such time, (iii) the time remaining to
expiration and (iv) any related transaction costs. Some of the factors referred
to above are in turn influenced by various political, economic and other factors
that can affect the trading prices of the underlying securities and should be
carefully considered prior to making any investment decisions.
Purchasers of the Securities Warrants should further consider that the
initial offering price of the Securities Warrants may be in excess of the price
that a purchaser of options might pay for a comparable option in a private, less
liquid transaction. In addition it is not possible to predict the price at which
the Securities Warrants will trade in the secondary market or whether any such
market will be liquid. The Company may, but is not obligated to, file an
application to list any Securities Warrants issued on a United
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States national securities exchange. To the extent that any Securities Warrants
are exercised, the number of Securities Warrants outstanding will decrease,
which may result in a lessening of the liquidity of the Securities Warrants.
Finally, the Securities Warrants will constitute direct, unconditional and
unsecured obligations of the Company and as such will be subject to any changes
in the perceived creditworthiness of the Company.
Exercise of Securities Warrants. Each Securities Warrant will entitle the
holder thereof to purchase such principal amount of Debt Securities or number of
Shares, as the case may be, at such exercise price as shall in each case be set
forth in, or calculable from, the Prospectus Supplement relating to the offered
Securities Warrants. After the close of business on the Expiration Date (or such
later date to which such Expiration Date may be extended by the Company),
unexercised Securities Warrants will become void.
Securities Warrants may be exercised by delivering to the Securities
Warrant agent payment as provided in the applicable Prospectus Supplement of the
amount required to purchase the Debt Securities or Shares, as the case may be,
purchasable upon such exercise together with certain information set forth on
the reverse side of the Securities Warrant certificate. Securities Warrants will
be deemed to have been exercised upon receipt of payment of the exercise price,
subject to the receipt within five business days of the Securities Warrant
certificate evidencing such Securities Warrants. Upon receipt of such payment
and the Securities Warrant certificate properly completed and duly executed at
the corporate trust office of the Securities Warrant agent or any other office
indicated in the applicable Prospectus Supplement, the Company will, as soon as
practicable, issue and deliver the Debt Securities or Shares, as the case may
be, purchasable upon such exercise. If fewer than all of the Securities Warrants
represented by such Securities Warrant certificate are exercised, a new
Securities Warrant certificate will be issued for the remaining amount of
Securities Warrants.
Amendments and Supplements to Securities Warrant Agreement. The Securities
Warrant Agreements may be amended or supplemented without the consent of the
holders of the Securities Warrants issued thereunder, to effect changes that are
not inconsistent with the provisions of the Securities Warrants and that do not
adversely affect the interest of the holders of the Securities Warrants.
Share Warrant Adjustments. Unless otherwise indicated in the applicable
Prospectus Supplement, the exercise price of and the number of Shares covered by
a Share Warrant are subject to adjustment in certain events, including (i)
payment of a dividend on the Shares payable in Shares and Share splits
combinations or reclassification of Shares, (ii) issuance to all holders of
Shares of rights or warrants to subscribe for or purchase Shares at less than
their current market price (as defined in the Securities Warrant Agreement for
such series of Share Warrants), and (iii) certain distributions of evidences of
indebtedness or assets (including securities but excluding cash, dividends or
distributions paid out of consolidated earnings or retained earnings or
dividends payable in Shares or of subscription rights and warrants excluding
those referred to above).
No adjustments in the exercise price of and the number of Shares covered by
a Share Warrant will be made for regular quarterly or other periodic or
recurring cash dividends or distributions or for cash dividends or distributions
to the extent paid from consolidated earnings or retained earnings. No
adjustment will be required unless such adjustment would require a change of at
least 1% in the exercise price then in effect. Except as stated above, the
exercise price of and the number of Shares covered by a Share Warrant will not
be adjusted for the issuance of Shares or any securities convertible into or
exchangeable for Shares or carrying the right or option to purchase or otherwise
acquire the foregoing in exchange for cash, other property or services.
In the event of any (i) consolidation or merger of the Company with or into
any entity (other than consolidation or a merger that does not result in any
reclassification, conversion, exchange or cancellation of outstanding Shares),
(ii) sale, transfer, lease or conveyance of all or substantially all of the
assets of the Company or (iii) reclassification, capital reorganization or
change of the Shares (other than solely a change in par value), then any holder
of a Share Warrant will be entitled, on or after the occurrence of any such
event, to receive on exercise of such Share Warrant the kind and amount of
Shares or other securities, cash or other property (or any combination thereof)
that the holder would have received had such holder exercised such holder's
Share Warrant immediately prior to the occurrence of such event. If the
consideration to be received upon exercise of the Share Warrant following any
such event consists of common stock (or its equivalent) of the surviving entity,
then from and after the occurrence of such event, the exercise price of such
Share
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Warrant will be subject to the same anti-dilution and other adjustments
described in the second preceding paragraph, applied as if such common stock
were Shares.
PLAN OF DISTRIBUTION
The Company may sell the Securities in any of three ways: (1) through
underwriting syndicates represented by one or more managing underwriters, or by
one or more underwriters without a syndicate; (ii) through agents designated
from time to time; and (iii) directly to investors. The names of any
underwriters or agents of the Company involved in the sale of the Securities in
respect of which this Prospectus is being delivered and any applicable
commissions or discounts will be set forth in the Prospectus Supplement. The net
proceeds to the Company from such sale will also be set forth in the Prospectus
Supplement.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which the agents or underwriters may be required to make in respect
thereof. Agents and underwriters may engage in transactions with or perform
services for the Company in the ordinary course of business.
LEGAL MATTERS
The validity of the Securities offered hereby will be passed upon for the
Company by Nutter, McClennen & Fish. In addition, Nutter, McClennen & Fish will
pass upon certain Federal income tax matters relating to the Company.
EXPERTS
The consolidated balance sheets of the Company as of December 31, 1993 and
1992 and the related consolidated statements of income, changes in shareholders'
equity and cash flows for each of the three years in the period ended December
31, 1993, and the financial statement schedules incorporated by reference in
this Prospectus and elsewhere in the Registration Statement, have been audited
by Coopers & Lybrand L.L.P., independent accountants, as indicated in their
report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing.
Any financial statements and schedules hereafter incorporated by reference in
the registration statement of which this Prospectus is a part that have been
audited and are the subject of a report by independent accountants will be so
incorporated by reference in reliance upon such reports and upon the authority
of such firms as experts in accounting and auditing to the extent covered by
consents filed with the Commission.
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[GRAPHS ON INSIDE OF BACK COVER]
SEE THE APPENDIX FOR A DESCRIPTION OF THE CHARTS AND GRAPHS THAT APPEAR ON THIS
PAGE.
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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 HAS 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
----
PROSPECTUS SUPPLEMENT
The Company........................... S-3
Use of Proceeds....................... S-4
Price Range of Shares and Dividend
History............................. S-4
Distributions......................... S-5
Selected Financial Data............... S-6
Capitalization........................ S-7
Underwriting.......................... S-7
Legal Matters......................... S-8
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 Warrant..... 10
Plan of Distribution.................. 13
Legal Matters......................... 13
Experts............................... 13
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8,750,000 SHARES
[MEDITRUST LOGO]
SHARES OF BENEFICIAL INTEREST
------------------------
NATWEST SECURITIES LIMITED
ALEX. BROWN & SONS
INCORPORATED
DEAN WITTER REYNOLDS INC.
PAINEWEBBER INCORPORATED
SMITH BARNEY INC.
PROSPECTUS SUPPLEMENT
MARCH 17, 1995
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APPENDIX
Description of Charts contained in Meditrust Prospectus Supplement filed
pursuant to Rule 424(b)(5)
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Inside Front Cover
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I. Bar chart showing Meditrust's gross real estate investments as of
December 31, 1986 through 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 (21%), Dow Jones Industrial
Average (14%) and Standard & Poor's 500 (13%) for the nine years ended
December 31, 1994.
III. Pie chart showing percentages of Meditrust's total gross real estate
investments in each of its operators as of December 31, 1994.
IV. Bar chart showing per share annual distributions by Meditrust in 1986
through 1994.
Inside Back Cover
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I. Map of the United States showing number of healthcare facilities
owned by or mortgaged to Meditrust in each state as of December 31,
1994.
II. Pie chart showing percentages of Meditrust's gross real estate
investments as of December 31, 1994 in long-term care, rehabilitation,
alcohol and substance abuse and retirement living facilities,
psychiatric hospitals and medical office buildings.