1

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                      
                                   FORM 8-K


                                CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): July 30, 1997



                                  MEDITRUST
                    --------------------------------------
            (Exact name of registrant as specified in its charter)


                        Commission file number 1-09582



        MASSACHUSETTS                                    04-6532031
(State or other jurisdiction of                      (I.R.S. Employer or
incorporation or organization)                       Identification No.)



197 FIRST AVENUE, NEEDHAM, MASSACHUSETTS                 02194-9127
- ----------------------------------------                 ----------
(Address of principal executive offices)                 (Zip Code)



                                (617) 433-6000
                          --------------------------
             (Registrant's telephone number, including area code)



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ITEM 5.  OTHER EVENTS.

        On April 13, 1997, Meditrust and its wholly-owned subsidiary, Meditrust
Acquisition Company ("MAC," and together with Meditrust, "Meditrust") entered
into a definitive Agreement and Plan of Merger (the "Merger Agreement") with
Santa Anita Realty Enterprises, Inc. ("Realty") and Santa Anita Operating
Company ("Operating," and together with Realty, "Santa Anita" or "The Santa
Anita Companies"). When the transaction is consummated, Meditrust will be merged
into Santa Anita (the "Mergers"), and shareholders of Meditrust will receive
1.2016 paired common shares (hereinafter "Paired Common Stock" or "Paired Common
Shares") of Santa Anita for each share of Meditrust they own in a tax-free
exchange of shares. Based on the closing price of Meditrust on April 11, 1997 of
$37.25 per share, the transaction will have an initial value to the shareholders
of Santa Anita of approximately $383 million, or $31.00 per Paired Common Share.
Upon completion of the Mergers, the surviving corporations will be called
Meditrust Corporation and Meditrust Operating Company (the "Surviving
Corporations").

        Meditrust has agreed to buy approximately 1.2 million Paired Common
Shares of Santa Anita either from Santa Anita at $31.00 per Paired Common Share
or in the open market. In addition, Santa Anita has agreed to sell to one or
more independent parties designated by Meditrust approximately 2.2 million newly
issued Santa Anita Paired Common Shares less the number of Shares Meditrust
purchases from Santa Anita at a price of $31.00 per Paired Common Share. As of
March 31, 1997, there were approximately 61.5 million shares of beneficial
interest of Meditrust outstanding and there were approximately 11.5 million
Paired Shares and approximately 867,000 paired shares of preferred stock of
Santa Anita outstanding.

        The Merger Agreement also provides that, if requested by Santa Anita,
Meditrust will make available to Santa Anita $100 million (less the purchase
price of the 1.2 million Paired Common Shares acquired by Meditrust) to be used
by Santa Anita for a cash self tender or cash election to its shareholders at a
price of $31.00 per Paired Common Share.

        The transaction, which has been approved unanimously by the Board of
Trustees of Meditrust and the Boards of Directors of Santa Anita, is subject to
regulatory approvals and approvals of the shareholders of both Meditrust and
Santa Anita. The Mergers are not subject to any financing conditions. The
parties intend to file proxy materials for the proposed transaction as soon as
possible. The transaction is expected to close in the fall of 1997.

        RISK FACTORS RELATING TO THE SANTA ANITA TRANSACTION:
 
        Tax Risks; Dependence on Qualifications as a REIT.  If the Santa Anita
transaction is consummated, Meditrust Corporation intends to continue to qualify
as a REIT for federal income tax purposes. In order to qualify as a REIT, a
company must comply with highly technical and complex tax provisions. The
complexity of these provisions is greater in the case of a REIT that owns real
estate and leases it to a corporation with which its stock is paired. In 1983,
Congress passed legislation which would ordinarily prevent a corporation from
qualifying as a REIT if its stock is paired with the stock of a corporation
whose activities are inconsistent with REIT status, such as Meditrust Operating
Company. This disqualification does not apply to a paired REIT if the REIT and
its paired operating company were paired on June 30, 1983. Santa Anita was
paired on June 30, 1983. There are, however, no judicial or administrative
authorities interpreting this "grandfathering" rule in the context of a merger
or otherwise. There is also no guarantee that new legislation, new regulations,
administrative interpretations or court decisions will not change the tax laws
with respect to qualification as a REIT or the effect of the pairing agreement.
If Meditrust Corporation fails to qualify as a REIT, it would be required to pay
federal income tax on its taxable income at corporate rates. Unless permitted by
relief under certain statutory provisions, Meditrust Corporation also would not
be allowed to re-elect REIT status for the following four taxable years. This
would reduce the net earnings of Meditrust Corporation available for
distribution to shareholders because of the additional tax liability to
Meditrust Corporation for the year or years involved. Meditrust Corporation
might be required to borrow funds or to sell certain of its investments to pay
the tax due on any distributions made. The failure to qualify as a REIT would
also constitute a default under certain debt obligations of Meditrust
Corporation.
 
        Dilutive Effect of the Mergers; Dependence on Acquisitions.  As a result
of the amount being paid to acquire Santa Anita, the transaction has a dilutive
effect on Meditrust's net income per share on a pro forma basis for 1996
and the three months ended March 31, 1997 and may have a dilutive effect on net
income per share in future periods. In addition, management believes that the
transaction initially will cause the Surviving Corporations' funds from
operations per share not to grow as fast in the periods following the
transaction as might be expected without the transaction. The Surviving
Corporations will try to minimize this potential effect by making strategic
acquisitions which benefit from the use of the paired share structure. There is
no assurance, however, that the Surviving Corporations will be able to identify
and acquire at appropriate prices businesses that meet their goals or that any
such acquired businesses will perform in a manner that will allow the Surviving
Corporations to increase the rate of growth in funds from operations.
Furthermore, because of the paired share arrangement, the Surviving
Corporations will face certain limitations in structuring potential
acquisitions, especially acquisitions that will be tax-free for the owners of
the acquired properties. These limitations could prevent some acquisitions and
in other cases, increase the acquisition costs. The longer it takes to make
acquisitions and the greater the costs of making acquisitions, the less likely
it will be that the Surviving Corporations will meet their anticipated growth
in funds from operations.
 
        Effect of Certain Acquisitions on Existing Operations; Reliance on
Outside Management.  If the Surviving Corporations acquire new businesses, and
if those new businesses compete with the existing businesses of operators in
Meditrust Corporation's portfolio, those existing operators may reduce the
amount of new business that they do with Meditrust Corporation. In order to
acquire businesses outside the health care or horse racing sectors, the
Surviving Corporations will need to hire and retain experienced management to
run those businesses. There is no assurance that the Surviving Corporations will
be able to hire and retain experienced management for such businesses. If the
Surviving Corporations cannot hire qualified management for such businesses,
they might not acquire such businesses, which may lengthen the time it takes to
make acquisitions and increase its funds from operations per share. In addition,
if the Surviving Corporations cannot hire and retain qualified management for
these businesses, these businesses might not be successful once acquired.

        Substantial Expenses and Payments if the Mergers Fail to Occur.
Consummation of the Santa Anita transaction is subject to a number of
conditions, some of which are beyond the control of Meditrust's management.
Consequently, there can be no assurance that the transaction will be
consummated. If the transaction is not completed, Meditrust will have incurred
substantial expenses in connection therewith. Meditrust must pay Santa Anita a
fee of $4 million under certain circumstances if the shareholders of Meditrust
fail to approve the transaction.


                                      2

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        BUSINESS STRATEGY. If the transaction is consummated, the paired share
structure of the Surviving Corporations will enable them to derive the 
benefits of being a REIT as well as an operating company. The primary business 
objective of the Surviving Corporations will be to maximize the long-term total
return to their shareholders. This objective is predicated on the following 
two factors:

        - Positive Spread Investment. Management will seek to maximize 
          shareholder value through positive spread investment opportunities 
          which provide an accretive cash flow return. Through their paired 
          share structure, the Surviving Corporations will be able to acquire 
          operating companies and assets thereby reducing "leakage." Meditrust
          will bring its sound capital structure to the paired share structure 
          to facilitate the acquisition of growth oriented companies.

        - Quality of Management. The Surviving Corporations will seek to 
          employ a strong management team for each line of business which is 
          acquired, properly incentivizing each such team and providing them 
          with appropriate financial and capital resources.

        Management of the Surviving Corporations will seek to continue to 
increase shareholder value by operating the core businesses of the former 
Meditrust and The Santa Anita Companies in a manner consistent with maximizing 
funds from operations, and by actively pursuing acquisition opportunities that 
will best utilize the benefits of the paired share structure. The Surviving 
Corporations will seek to participate in joint ventures and partnerships to 
facilitate such acquisitions. Such joint venture partners and acquisition 
candidates may include companies in which Abraham D. Gosman, Chief Executive 
Officer and director, and/or other directors of the Surviving Corporations have
an interest, but any such acquisitions or joint ventures would be subject to 
the approval of the disinterested directors of the Surviving Corporations.

        The key elements of this strategy are the following:

        - Continue to expand core sale leaseback and mortgage financing
          portfolio. Meditrust's portfolio consists of over $2.4 billion in
          health care investments, making it the largest health care REIT in the
          country. Meditrust's growth and profitability have historically been
          driven by its ability to make investments in additional properties.
          The Surviving Corporations will be committed to further expanding and
          diversifying the Company's existing portfolio of investments.

        - Make strategic acquisitions of operating companies in the health care
          sector. After the transaction is completed, the paired share structure
          will allow Meditrust Corporation to act as an owner of real estate
          assets and Meditrust Operating Company to act as an operator of
          businesses with real estate assets, thereby providing shareholders
          with the benefits of real estate ownership through a REIT and the
          economic growth associated with a fully integrated operating company.
          The paired share structure should also facilitate the purchase of
          international health care related real estate assets, as many of such
          assets are currently affiliated with operating companies.

        - Make acquisitions outside the health care sector. The Surviving 
          Corporations intend to explore a range of other strategic acquisitions
          outside the health care industry in order to capitalize on the 
          inherent value of the paired share structure through diversified 
          active and passive investments. Management of the Surviving 
          Corporations intends to seek to consummate such acquisitions which 
          may benefit from the paired share structure.

        - Maximize the value of the Santa Anita horse racing and real estate 
          assets. The Surviving Corporations anticipate continuing The Santa 
          Anita Companies' commitment to high quality horse racing and 
          maintaining its industry leadership in the horse racing industry. The
          Surviving Corporations also will seek to maximize the value of the 
          approximately 85 acres of the underutilized land at Santa Anita Park.

        There is no assurance that the Surviving Corporations will be able to 
meet any or all of these objectives.



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   4
 
            SUMMARY COMBINED HISTORICAL AND PRO FORMA FINANCIAL DATA
 
     The following tables set forth historical and pro forma financial
information for Meditrust and The Santa Anita Companies and the combined
Meditrust Corporation and Meditrust Operating Company and should be read in
conjunction with, and are qualified in their entirety by, the historical
financial statements and notes thereto of Meditrust and The Santa Anita
Companies.
 


                                                                                                   
                                                                                                          PRO FORMA(1)
                                                                                                      MEDITRUST CORPORATION
                                               HISTORICAL                    HISTORICAL                   AND MEDITRUST
                                        THE SANTA ANITA COMPANIES             MEDITRUST                 OPERATING COMPANY
                                       ---------------------------   ---------------------------   ---------------------------
                                                      THREE MONTHS                  THREE MONTHS                  THREE MONTHS
                                        YEAR ENDED       ENDED        YEAR ENDED       ENDED        YEAR ENDED       ENDED
                                       DECEMBER 31,    MARCH 31,     DECEMBER 31,    MARCH 31,     DECEMBER 31,    MARCH 31,
                                           1996           1997           1996           1997           1996           1997
                                       ------------   ------------   ------------   ------------   ------------   ------------
                                                      (UNAUDITED)                   (UNAUDITED)             (UNAUDITED)
                                                            (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)  

                                                                                                 
OPERATING DATA:
Total revenue........................   $   77,225      $ 37,810       $254,024       $ 67,965       $331,249       $105,775
Total expenses.......................       76,685        36,177         96,048         26,912        175,893         62,800
                                          --------      --------       --------     ----------       --------     ----------
Net income...........................          540         1,633        157,976         41,053        155,356         42,975
Preferred stock dividends............       12,420         2,183             --             --             --             --
                                          --------      --------       --------     ----------       --------     ----------
Net income (loss) applicable to
  common shares......................   $ (11,880)      $  (550)       $157,976       $ 41,053       $155,356       $ 42,975
                                          ========      ========       ========     ==========       ========     ==========
PER SHARE:
Net income (loss)....................   $   (1.05)      $  (.05)       $   2.66       $    .67       $   1.86       $    .50
OTHER DATA:
Funds from operations(2).............   $   14,244      $  9,036       $179,245       $ 47,025       $190,793       $ 55,700
Cash provided from operating
  activities.........................   $   11,977      $ 17,116       $188,551       $ 31,956       $189,699       $ 52,108
Weighted average common shares
  outstanding........................       11,317        11,480         59,458         61,442         83,629         86,176

 


                                                       MARCH 31,                     MARCH 31,                     MARCH 31,
                                                          1997                          1997                          1997
                                                      ------------                  ------------                  ------------
                                                      (UNAUDITED)                   (UNAUDITED)                   (UNAUDITED)
                                                                                                         
BALANCE SHEET DATA:
Real estate investments, net.........                   $ 39,779                     $2,293,086                    $2,546,397
Total assets.........................                   $107,952                     $2,386,371                    $2,915,415
Indebtedness, net:
  Notes and bank notes payable.......                   $ 28,247                     $  605,263                    $  633,510
  Convertible debentures.............                         --                        278,591                       278,591
  Bonds and mortgages payable........                         --                         58,795                        58,795
  Total..............................                   $ 28,247                     $  942,649                    $  970,896
Total liabilities....................                   $ 70,791                     $  999,961                    $1,145,752
Series A redeemable preferred
  stock..............................                   $ 24,778                             --                            --
Total shareholders' equity...........                   $ 12,383                     $1,386,410                    $1,769,663
Total shares outstanding.............                     11,496                         61,514                        86,278
OTHER DATA:
Ratio of Total Debt/Total Assets.....                       26.2%                          39.5%                         33.3%
Ratio of Secured Debt/Total Assets...                          0%                           2.5%                          2.0%

 
- ---------------
 
(1) The pro forma information does not purport to represent what Meditrust
    Corporation's and Meditrust Operating Company's results of operations would
    have been for the fiscal year ended December 31, 1996 if the Merger had in
    fact occurred on January 1, 1996 or what Meditrust Corporation's or
    Meditrust Operating Company's financial position or results of operations
    would have been for or as of the quarter ended March 31, 1997, if the Merger
    had in fact occurred on or prior to January 1, 1997. Such pro forma
    information should not be used or relied upon to project Meditrust
    Corporation's and Meditrust Operating Company's financial position for any
    future periods or to project Meditrust Corporation's and Meditrust Operating
    Company's results of operations for any future periods.
 
                                       4
   5
 
(2) In accordance with a resolution adopted by the Board of Govenors of the
    National Association of Real Estate Investment Trusts, Inc. ("NAREIT"),
    funds from operations represent net income (loss) (computed in accordance
    with generally accepted accounting principles), excluding gains or losses
    from debt restructuring or sales of property, significant non-recurring
    items and after adjustments for unconsolidated partnerships, joint ventures
    and corporations. Pro forma financial information also includes certain
    adjustments to funds from operations for real estate related goodwill
    amortization ($5,330 and $1,332 on a pro forma basis for Meditrust
    Corporation and Meditrust Operating Company combined for the year ended
    December 31, 1996 and three months ended March 31, 1997, respectively).
    Funds from operations should not be considered as an alternative to net
    income or other measurements under generally accepted accounting principles,
    as an indicator of operating, investing or financing activities or as a
    measure of liquidity. Funds from operations does not reflect working capital
    changes, cash expenditures for capital improvements or principal payments on
    indebtedness.
 
     The following is a reconciliation of funds from operations to cash provided
by operating activities.
 


                                                                                                     PRO FORMA(1)
                                                                                                 MEDITRUST CORPORATION
                                          HISTORICAL                    HISTORICAL                   AND MEDITRUST
                                   THE SANTA ANITA COMPANIES             MEDITRUST                 OPERATING COMPANY
                                  ---------------------------   ---------------------------   ---------------------------
                                                 THREE MONTHS                  THREE MONTHS                  THREE MONTHS
                                   YEAR ENDED       ENDED        YEAR ENDED       ENDED        YEAR ENDED       ENDED
                                  DECEMBER 31,    MARCH 31,     DECEMBER 31,    MARCH 31,     DECEMBER 31,    MARCH 31,
                                      1996           1997           1996           1997           1996           1997
                                  ------------   ------------   ------------   ------------   ------------   ------------
                                                 (UNAUDITED)                   (UNAUDITED)            (UNAUDITED)
                                                                                           
Funds from operations...........    $ 14,244       $  9,036       $179,245       $ 47,025       $190,793       $ 55,700
Other non real estate
  depreciation and
  amortization..................       1,767          1,031          2,601            706          3,601          1,253
Shares issued for
  compensation..................         524             15          2,039            608          2,563            623
Other items, net................      (3,790)        (1,100)           167             42         (7,258)        (5,468)
Changes in working capital......        (768)         8,134          4,499        (16,425)            --             --
                                    --------        -------       --------       --------       --------       --------
Cash provided by operating
  activities....................    $ 11,977       $ 17,116       $188,551       $ 31,956       $189,699       $ 52,108
                                    ========       ========       ========       ========       ========       ========

 
- ---------------
 
(1) Pro forma cash provided by operating activities represents pro forma net
    income plus depreciation and amortization less the effect of the
    non-cash portion of equity in earnings (loss) of unconsolidated joint
    ventures. The pro forma amounts do not include adjustments from changes in
    working capital resulting from changes in current assets and current
    liabilities.
 
                                       5
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              MEDITRUST CORPORATION AND MEDITRUST OPERATING COMPANY

                         PRO FORMA FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

     Realty and Operating are two separate companies whose shares of common
stock are paired and trade together as a single unit. At the time of the
Mergers, Meditrust will merge with and into Realty, with Realty to be the
surviving corporation, which will change its name to Meditrust Corporation. MAC
will merge with and into Operating, with Operating to be the surviving
corporation, which will change its name to Meditrust Operating Company.

     Pursuant to the above, the following pro forma financial statements have
been provided: (i) Meditrust Corporation and Meditrust Operating Company
combined pro forma financial statements which combine the activities of
Meditrust and The Santa Anita Companies, (ii) separate Meditrust Corporation
consolidated pro forma financial statements which reflect the activities of
Meditrust and Realty and (iii) separate Meditrust Operating Company consolidated
pro forma financial statements which reflect the activities of MAC and
Operating.

     The following unaudited Pro Forma Condensed Statements of Operations and
Balance Sheets presented assume the Mergers had been consummated on terms set
forth in the Merger Agreement as of or at the beginning of the periods
presented. In addition, the unaudited Pro Forma Condensed Balance Sheets
presented assume the Mergers had occurred on March 31, 1997.

     The following unaudited Pro Forma Condensed Statements of Operations for
the year ended December 31, 1996 and the three months ended March 31, 1997 of
Meditrust Corporation and Meditrust Operating Company are derived from the
historical financial information and pro forma information based in part upon
the Combined and Separate Statements of Income of The Santa Anita Companies
filed with the Santa Anita Form 10-K for the year ended December 31, 1996 and
Quarterly Report on Form 10-Q for the three months ended March 31, 1997, as
amended, and in part upon the Consolidated Statements of Operations of Meditrust
filed with Meditrust's Annual Report on Form 10-K for the year ended December
31, 1996 and Quarterly Report on Form 10-Q for the three months ended March 31,
1997. The following unaudited Pro forma Condensed Balance Sheets are based in
part upon The Santa Anita Companies' Combined and Separate Balance Sheets as of
March 31, 1997 and Meditrust's Balance Sheet as of March 31, 1997 and should be
read in conjunction with the financial statements filed with The Santa Anita
Companies' and Meditrust's respective Quarterly Reports on Form 10-Q for the
three months ended March 31, 1997. In management's opinion, all material
adjustments necessary to reflect the effects of the Mergers have been made.

     In conjunction with the financial statements filed with The Santa Anita
Companies' Annual and Quarterly Reports, separate financial statements are
prepared for Realty and Operating. Combined Realty and Operating financial
statements are prepared for The Santa Anita Companies. The separate net income
(loss) and related per share amounts of Realty and Operating cannot be added
together to total the combined net income (loss) and related per share amounts
for The Santa Anita Companies because of adjustments and eliminations arising
from inter-entity transactions. Inter-entity pro forma adjustments are reflected
only in the separate pro forma financial statements and not in the combined pro
forma presentation. As such, the separate Meditrust Corporation and Meditrust
Operating Company pro forma financial statements on pages 12 to 19 together do
not necessarily reconcile to the combined Meditrust Corporation and Meditrust
Operating Company pro forma financial statements on pages 8 to 11.

     The following unaudited Pro Forma Financial Statements have been adjusted
for the purchase method of accounting whereby Santa Anita Park, related
leasehold improvements and other real estate assets owned by The Santa Anita
Companies are adjusted to estimated fair market value. Although The Santa Anita
Companies are issuing their shares of Paired Common Stock to Meditrust
shareholders and will be the surviving entities following the Mergers, The Santa
Anita Companies are considered the acquired companies for accounting 



                                      6
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purposes as the current Meditrust shareholders will hold the majority of the
combined shares of Paired Common Stock subsequent to the Mergers. The fair
market values of the assets and liabilities of The Santa Anita Companies have
been determined based upon preliminary estimates and are subject to change as
additional information is obtained. Management of Meditrust does not anticipate
that the preliminary allocation of purchase costs based upon the estimated fair
market value of the assets and liabilities of The Santa Anita Companies will
materially change; however, the allocations of purchase costs are subject to
final determination based upon estimates and other evaluations of fair market
value as of the consummation of the Mergers. Therefore, the allocations
reflected in the following unaudited Pro Forma Financial Statements may differ
from the amounts ultimately determined.

     The following unaudited Pro Forma Condensed Statements of Operations are
not necessarily indicative of what the actual results of operations of Meditrust
Corporation and Meditrust Operating Company would have been assuming such
transactions had been completed as of the beginning of the period presented, nor
do they purport to represent the results of operations for future periods.
Further, the unaudited Pro Forma Condensed Statements of Operations for the
interim period ended March 31, 1997 are not necessarily indicative of the
results of operations for the full year.

     The following unaudited Pro Forma Condensed Balance Sheets are not
necessarily indicative of what the actual financial position would have been
assuming such transactions had been completed as of March 31, 1997, nor do they
purport to represent the future financial position of Meditrust Corporation and
Meditrust Operating Company.


                                      7



   8


              MEDITRUST CORPORATION AND MEDITRUST OPERATING COMPANY


                                PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                                                     (UNAUDITED)
                                        (IN THOUSANDS EXCEPT PER SHARE DATA)



                                                                FOR THE YEAR ENDED DECEMBER 31, 1996
                                                     -----------------------------------------------------------
                                                                 THE SANTA ANITA     PRO FORMA         PRO FORMA
                                                     MEDITRUST      COMPANIES       ADJUSTMENTS        COMBINED
                                                     ---------   ---------------    -----------        ---------
                                                                                                   
Revenues:
   Rental income .................................   $109,119       $  6,671                           $115,790
   Horse racing ..................................                    68,606                             68,606
   Interest income ...............................    144,905          1,948                            146,853
                                                     --------       --------                           --------
        Total revenues ...........................    254,024         77,225                            331,249
                                                     --------       --------                           --------
Expenses:                                                                          
   Horse racing operating costs ..................                    48,735                             48,735
   Rental property operating expenses ............                     2,434                              2,434       
   Interest ......................................     64,216          3,263                             67,479
   Depreciation and amortization .................     23,207          4,870            2,371(A)(B)      30,448
   General and administrative ....................      8,625         10,289                             18,914
   Losses from unconsolidated joint ventures .....                       994              789(A)          1,783
   Strategic alliance costs ......................                     1,200                              1,200
   Arcadia development costs .....................                     2,900                              2,900
   Program for disposition of non-core real estate                                 
     assets ......................................                     2,000                              2,000       
                                                     --------       --------         --------          --------
        Total expenses ...........................     96,048         76,685            3,160           175,893
                                                     --------       --------         --------          --------
Net income (loss) ................................    157,976            540           (3,160)          155,356
Preferred stock dividends ........................                    12,420          (12,420)(C)   
                                                     --------       --------         --------          --------
Net income (loss) applicable to common shares ....   $157,976       $(11,880)        $  9,260          $155,356
                                                     ========       ========         ========          ========
                                                                                   
Per share:                                                                         
Net income (loss) (D) ............................   $   2.66       $  (1.05)        $   0.25          $   1.86
                                                     ========       ========         ========          ========
Weighted average common shares outstanding .......     59,458         11,317           12,854(E)         83,629
                                                     ========       ========         ========          ========
Dividends paid per common share ..................   $   2.78       $   0.80
                                                     ========       ========
                                                                                   
Dividend consists of:                                                              
   Return of capital .............................   $   0.15       $   0.80        
   Income ........................................       2.63                   
                                                     --------       --------        
                                                     $   2.78       $   0.80        
                                                     ========       ========       


- ---------
(A)  Represents adjustment to decrease depreciation by $2,959 as a result of
     recording the investment in land, buildings, improvements and operating
     property, plant and equipment at fair market value. Also represents
     adjustments to increase depreciation related to joint ventures by $789.
     Depreciation is computed using the straight-line method and is based upon
     the estimated useful lives ranging from 5 to 40 years. Depreciation expense
     decreased due to the fact that Meditrust uses longer depreciable lives than
     those used by The Santa Anita Companies for certain types of assets. The
     adjustments to real estate assets and operating equipment include an 
     increase of $151,560 to non-depreciable land, an increase of $55,892 in 
     the carrying value of buildings and a reduction of $10,697 in the carrying 
     value of operating equipment.                                        
(B)  Represents adjustment to reflect amortization of goodwill of $5,330.
     Goodwill represents the purchase consideration in excess of the fair market
     value of the assets of The Santa Anita Companies. Amortization of goodwill
     is computed using the straight-line method over a 40-year estimated useful
     life.
(C)  Represents adjustment to eliminate Series A Preferred Stock dividends as a
     result of exchanging the Series A Preferred Stock for shares of Paired
     Common Stock.
(D)  In February 1997, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards No. 128 ("Statement 128") which specifies
     the computation, presentation and disclosure requirements for basic
     earnings per share and dilutive earnings per share. Management believes
     that adoption of Statement 128 will not have a material effect on the
     earnings per share of Meditrust Corporation or Meditrust Operating Company.
(E)  Represents adjustment to reflect additional shares of Paired Common Stock
     issued to Meditrust and MAC shareholders at the time the Mergers become 
     effective and assumes the exchange of Series A Preferred Stock for shares 
     of Paired Common Stock.


                                       8
   9




              MEDITRUST CORPORATION AND MEDITRUST OPERATING COMPANY


                                PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                                                     (UNAUDITED)
                                        (IN THOUSANDS EXCEPT PER SHARE DATA)



                                                                                FOR THE THREE MONTHS ENDED MARCH 31, 1997
                                                                     ------------------------------------------------------------
                                                                                 THE SANTA ANITA     PRO FORMA          PRO FORMA
                                                                     MEDITRUST      COMPANIES       ADJUSTMENTS         COMBINED
                                                                     ---------   ---------------    -----------         ---------
                                                                                                                 
Revenues:                                                                        
   Rental income ................................................     $32,293        $ 1,033         $                   $33,326
   Horse racing .................................................                     36,307                              36,307
   Interest income ..............................................      35,672            470                              36,142
                                                                      -------        -------         --------            -------
        Total revenues ..........................................      67,965         37,810                             105,775
                                                                      -------        -------         --------            -------
Expenses:                                                                        
   Horse racing operating costs .................................                     24,754                              24,754
   Rental property operating expenses ...........................                        258                                 258
   Interest .....................................................      18,115            621                              18,736
   Depreciation and amortization ................................       6,476          2,599             (492)(A)(B)       8,583
   General and administrative ...................................       2,321          2,790                               5,111
   Losses from unconsolidated joint ventures ....................                        155              203 (A)            358
   Strategic alliance costs .....................................                      4,500                               4,500
   Program for disposition of non-core real estate assets .......                        500                                 500
                                                                      -------        -------         --------            -------
        Total expenses ..........................................      26,912         36,177             (289)            62,800
                                                                      -------        -------         --------            -------
Net income ......................................................      41,053          1,633              289             42,975
                                                                                 
Preferred stock dividends .......................................                      2,183           (2,183)(C)
                                                                      -------        -------         --------            -------
Net income (loss) applicable to common shares ...................     $41,053        $  (550)        $  2,472            $42,975
                                                                      =======        =======         ========            =======
Per share:                                                                       
Net income (loss) (D) ...........................................     $  0.67        $ (0.05)        $  (0.12)           $  0.50
                                                                      =======        =======         ========            =======
Weighted average common shares outstanding ......................      61,442         11,480           13,254 (E)         86,176
                                                                      =======        =======         ========            =======
                                                                                 
Dividends paid per common share .................................     $  0.71        $  0.20
                                                                      =======        =======
Dividend consists of:                                                            
   Return of capital ............................................     $  0.04        $  0.20
   Income .......................................................        0.67          
                                                                      -------        -------
                                                                      $  0.71        $  0.20
                                                                      =======        =======


- ----------
(A)  Represents adjustment to decrease depreciation by $1,824 as a result of
     recording the investment in land, buildings, improvements and operating
     property, plant and equipment at fair market value. Also represents
     adjustments to increase depreciation related to joint ventures by $203.
     Depreciation is computed using the straight-line method and is based upon
     the estimated useful lives ranging from 5 to 40 years. Depreciation expense
     decreased due to the fact that Meditrust uses longer depreciable lives than
     those used by The Santa Anita Companies for certain types of assets. The
     adjustments to real estate assets and operating equipment include an 
     increase of $151,560 to non-depreciable land, an increase of $55,892 in 
     the carrying value of buildings and a reduction of $10,697 in the carrying 
     value of operating equipment.                                        
(B)  Represents adjustment to reflect amortization of goodwill of $1,332.
     Goodwill represents the purchase consideration in excess of the fair market
     value of the assets of The Santa Anita Companies. Amortization of goodwill
     is computed using the straight-line method over a 40-year estimated useful
     life.
(C)  Represents adjustment to eliminate Series A Preferred Stock dividends as a
     result of exchanging the Series A Preferred Stock for shares of Paired
     Common Stock.
(D)  In February 1997, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standard No. 128 ("Statement 128") which specifies
     the computation, presentation and disclosure requirements for basic
     earnings per share and dilutive earnings per share. Management believes
     that adoption of Statement 128 will not have a material effect on the
     earnings per share of Meditrust Corporation or Meditrust Operating Company.
(E)  Represents adjustment to reflect additional shares of Paired Common Stock
     issued to Meditrust and MAC shareholders at the time the Mergers become
     effective and assumes the exchange of Series A Preferred Stock for shares 
     of Paired Common Stock.

                                      9

   10




              MEDITRUST CORPORATION AND MEDITRUST OPERATING COMPANY


                                     PRO FORMA CONDENSED COMBINED BALANCE SHEET
                                                     (UNAUDITED)
                                                   (IN THOUSANDS)



                                                                                     AS OF MARCH 31, 1997
                                                               ----------------------------------------------------------------
                                                                              THE SANTA ANITA        PRO FORMA        PRO FORMA
                                                                MEDITRUST        COMPANIES          ADJUSTMENTS        COMBINED
                                                               ----------     ---------------       -----------       ---------
                                                                                                                 
Real estate investments:
   Meditrust building and improvements .....................   $1,051,345       $                    $                $1,051,345
   Santa Anita Racetrack(A) ................................                          8,667             108,333 (B)      117,000
   Commercial properties(A) ................................                          9,273              71,742 (B)       81,015
   Commercial properties to be sold ........................                          9,076                (376)(B)        8,700
   Investments in and advances to unconsolidated joint
     ventures ..............................................                          2,154              33,833 (B)       35,987
   Real estate mortgages & loans ...........................    1,241,741            10,609                            1,252,350
                                                               ----------       -----------          ----------       ----------
        Total real estate investments ......................    2,293,086            39,779             213,532        2,546,397
                                                               ----------       -----------          ----------       ----------
Cash and cash equivalents ..................................        5,666            36,991                               42,657
Fees, interest and other receivables .......................       22,013             4,953                               26,966
Operating property, plant & equipment ......................                         19,697             (10,697)(B)        9,000
Other assets, net ..........................................       65,606             6,532               5,056 (C)       77,194
Goodwill ...................................................                                            213,201 (D)      213,201
                                                               ----------       -----------          ----------       ----------
        Total assets .......................................   $2,386,371       $   107,952          $  421,092       $2,915,415
                                                               ==========       ===========          ==========       ==========

Liabilities and Shareholders' Equity
Indebtedness:
   Notes payable, net ......................................      494,972            20,309                              515,281
   Convertible debentures, net .............................      278,591                                                278,591
   Bank notes payable, net .................................      110,291             7,938                              118,229
   Bonds and mortgages payable, net ........................       58,795                                                 58,795
                                                               ----------       -----------          ----------       ----------
        Total indebtedness .................................      942,649            28,247                              970,896
                                                               ----------       -----------          ----------       ----------
Deferred income & expenses .................................        9,918             2,501                               12,419
Accrued expenses and other liabilities .....................       47,394            40,043              75,000 (E)      162,437
                                                               ----------       -----------          ----------       ----------
        Total liabilities ..................................      999,961            70,791              75,000        1,145,752
                                                               ----------       -----------          ----------       ----------
Commitments and contingencies
Series A Redeemable Preferred Stock ........................                         24,778             (24,778)(F)
Shareholders' equity
   Common stock 86,278 shares proforma combined
     outstanding ...........................................                          2,297              14,968 (F)(G)    17,265
   Additional paid-in-capital ..............................                        140,443           1,749,889 (F)(H) 1,890,332
Shares of beneficial interest ..............................    1,524,344                            (1,524,344)(H)
Retained Earnings/Distributions in excess of net
   income ..................................................     (137,934)         (129,687)            129,687 (H)     (137,934)
Unearned compensation expense ..............................                           (670)                670 (H)
                                                               ----------       -----------          ----------       ----------
        Total shareholders' equity .........................    1,386,410            12,383             370,870        1,769,663
                                                               ----------       -----------          ----------       ----------
Total liabilities and shareholders' equity .................   $2,386,371       $   107,952          $  421,092       $2,915,415
                                                               ==========       ===========          ==========       ==========



                                      10
   11

(A) No post-merger accumulated depreciation has been recorded.
(B) Represents adjustments for the purchase method of accounting whereby the
    investment in land, buildings, improvements, joint ventures and operating
    property, plant and equipment owned by The Santa Anita Companies are
    adjusted to estimated fair market value based on recent appraisals.
    Adjustments for the joint ventures were determined by applying The Santa
    Anita Companies' share (per the partnership agreements) to the estimated
    fair value of the underlying net assets of the joint ventures.
(C) Represents estimated adjustments to fair value detailed as follows:


                                                                         
     Works of art owned by Operating..................................  $10,000
     Reclassification of Entertainment Center Costs to Commercial 
       Properties.....................................................   (3,215)
     Write-off of straight-line rent receivable.......................   (1,153)
     Write-off of Other Deferred Costs................................     (576)
                                                                        ------- 
                                                                        $ 5,056
                                                                        =======

(D) Represents the purchase consideration in excess of the fair market value of
    the assets of The Santa Anita Companies.
(E) Represents estimated adjustments for (1) accrued merger costs including
    financial advisory, legal and accounting fees, printing and various other
    professional fees anticipated in connection with the Mergers, (2) accrued
    expenses associated with certain employment agreements and benefit programs
    of The Santa Anita Companies including severance agreements, settlement of
    options and purchase accounting adjustments related to The Santa Anita
    Companies' defined benefit pension and deferred compensation plans; since
    management is presently evaluating the effects of the integration of the
    companies, these amounts are preliminary and subject to change, and (3)
    other liabilities including potential settlement of outstanding legal
    matters consisting of a shareholder lawsuit, a breach of contract lawsuit
    and various claims and lawsuits arising from business operations.
(F) Represents the exchange of Series A Preferred Stock for shares of Paired
    Common Stock.
(G) Represents the exchange of shares of Meditrust and MAC for shares of Paired
    Common Stock. 
(H) Based upon 12,363 shares of Paired Common Stock outstanding (which includes
    the effect of having exchanged the 867 shares of Series A Preferred Stock
    for shares of Paired Common Stock), the estimated total purchase
    consideration is $383,253. The adjustment to shareholders' equity eliminates
    The Santa Anita Companies' historical equity accounts totaling $37,161
    (which includes the effect of exchanging the Series A Preferred Stock which
    has a value of $24,778 for shares of Paired Common Stock) and records equity
    based on the number of shares of Paired Common Stock held by shareholders of
    The Santa Anita Companies that remain outstanding after the Mergers at $31
    per share of Paired Common Stock, which is based on the closing price of
    Meditrust Shares on April 11, 1997 of $37.25 per share.


                                      11
   12




                              MEDITRUST CORPORATION


                              PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                     (UNAUDITED)
                                        (IN THOUSANDS EXCEPT PER SHARE DATA)



                                                                            FOR THE YEAR ENDED DECEMBER 31, 1996
                                                                  ---------------------------------------------------------
                                                                               SANTA ANITA
                                                                                  REALTY          PRO FORMA       PRO FORMA
                                                                  MEDITRUST  ENTERPRISES, INC.   ADJUSTMENTS       COMBINED
                                                                  ---------  -----------------   -----------      ---------
                                                                                                            
Revenues:
   Rental income ............................................      $109,119      $  6,671          $               $115,790
   Rental income--Operating .................................                      10,861                            10,861
   Interest income ..........................................       144,905         1,652                           146,557
                                                                   --------      --------          --------        --------
        Total revenues ......................................       254,024        19,184                           273,208
                                                                   --------      --------          --------        --------
Expenses:
   Rental property operating expenses .......................                       2,434                             2,434
   Interest .................................................        64,216         2,670                            66,886
   Depreciation and amortization ............................        23,207         1,718             3,699(A)(B)    28,624
   General and administrative ...............................         8,625         4,046                            12,671
   Losses from unconsolidated joint ventures ................                         994               789(A)        1,783
   Strategic alliance costs .................................                       1,090                             1,090
   Arcadia development costs ................................                       2,900                             2,900
   Program for disposition of non-core real estate
     assets .................................................                       2,000                             2,000
                                                                   --------      --------          --------        --------
        Total expenses ......................................        96,048        17,852             4,488         118,388
                                                                   --------      --------          --------        --------
Net Income ..................................................       157,976         1,332            (4,488)        154,820
Preferred stock dividends ...................................                      12,368           (12,368)(C)
                                                                   --------      --------          --------        --------
Net income (loss) applicable to common shares ...............      $157,976      $(11,036)         $  7,880        $154,820
                                                                   ========      ========          ========        ========
Per share:
Net income (loss) (D) .......................................      $   2.66      $  (0.97)         $   0.16        $   1.85
                                                                   ========      ========          ========        ========
Weighted average common shares outstanding ..................        59,458        11,429            12,854(E)       83,741
                                                                   ========      ========          ========        ========
Dividends paid per common share .............................      $   2.78      $   0.80
                                                                   ========      ========

   Return of capital ........................................      $   0.15      $   0.80
   Income ...................................................          2.63
                                                                   --------      --------
                                                                   $   2.78      $   0.80
                                                                   ========      ========


- ----------------
(A)  Represents adjustment to decrease depreciation by $807 as a result of
     recording the investment in land, buildings, improvements and operating
     property, plant and equipment at fair market value. Also represents
     adjustment to increase depreciation related to joint ventures by $789.
     Depreciation is computed using the straight-line method and is based upon
     the estimated useful lives ranging from 5 to 40 years. Depreciation expense
     decreased due to the fact that Meditrust uses longer depreciable lives than
     those used by The Santa Anita Companies for certain types of assets. The
     adjustments to real estate assets include an increase of $151,560 to
     non-depreciable land and an increase of $55,892 in the carrying value of
     buildings.                                                           
(B)  Represents adjustment to reflect amortization of goodwill of $4,506.
     Goodwill represents the purchase consideration in excess of the fair market
     value of the assets of Realty. Amortization of goodwill is computed using
     the straight-line method over a 40-year estimated useful life.
(C)  Represents adjustment to eliminate Series A Preferred Stock dividends as a
     result of exchanging the Series A Preferred Stock for shares of Realty
     Common Stock.
(D)  In February 1997, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standard No. 128 ("Statement 128") which specifies
     the computation, presentation and disclosure requirements for basic
     earnings per share and dilutive earnings per share. Management believes
     that adoption of Statement 128 will not have a material effect on the
     earnings per share of Meditrust Corporation.
(E)  Represents adjustment to reflect additional shares of Realty Common Stock
     issued to Meditrust shareholders at the time the Mergers become effective 
     and assumes the exchange of Series A Preferred Stock for shares of Realty 
     Common Stock.


                                      12
   13


                              MEDITRUST CORPORATION


                              PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                     (UNAUDITED)
                                        (IN THOUSANDS EXCEPT PER SHARE DATA)



                                                                           FOR THE THREE MONTHS ENDED MARCH 31, 1997
                                                                   ---------------------------------------------------------
                                                                                SANTA ANITA
                                                                                   REALTY          PRO FORMA       PRO FORMA 
                                                                   MEDITRUST  ENTERPRISES, INC.   ADJUSTMENTS       COMBINED
                                                                   ---------  -----------------   -----------      ---------
                                                                                                            
REVENUES:
   Rental income ............................................       $32,293       $ 1,033           $               $33,326
   Rental income--Operating .................................                       6,440                             6,440
   Interest income ..........................................        35,672           432                            36,104
                                                                    -------       -------           -------         -------
        Total revenues ......................................        67,965         7,905                            75,870
                                                                    -------       -------           -------         -------
Expenses:
   Interest .................................................        18,115           555                            18,670
   Depreciation and amortization ............................         6,476           727               628(A)(B)     7,831
   General and administrative ...............................         2,321         1,019                             3,340
   Losses from unconsolidated joint ventures ................                         155               203(A)          358
   Strategic alliance costs .................................                       4,080                             4,080
   Program for disposition of non-core real estate
     assets .................................................                         500                               500
                                                                    -------       -------           -------         -------
        Total expenses ......................................        26,912         7,036               831          34,779
                                                                    -------       -------           -------         -------
Net Income ..................................................        41,053           869              (831)         41,091
Preferred stock dividends ...................................                       2,183            (2,183)(C)
                                                                    -------       -------           -------         -------
Net income (loss) applicable to common shares ...............       $41,053       $(1,314)          $ 1,352         $41,091
                                                                    =======       =======           =======         =======
Per share:
Net income (loss) (D) .......................................       $  0.67       $ (0.11)          $ (0.08)        $  0.48
                                                                    =======       =======           =======         =======
Weighted average common shares outstanding ..................        61,442        11,586            13,254(E)       86,282
                                                                    =======       =======           =======         =======
Dividends paid per common share .............................       $  0.71       $  0.20
                                                                    =======       =======
Dividend consists of:
   Return of capital ........................................       $  0.04       $  0.20
   Income ...................................................          0.67
                                                                    -------       -------
                                                                    $  0.71       $  0.20
                                                                    =======       =======


- ----------------
(A)  Represents adjustment to decrease depreciation by $498 as a result of
     recording the investment in land, buildings, improvements and operating
     property, plant and equipment at fair market value. Also represents
     adjustment to increase depreciation related to joint ventures by $203.
     Depreciation is computed using the straight-line method and is based upon
     the estimated useful lives ranging from 5 to 40 years. Depreciation expense
     decreased due to the fact that Meditrust uses longer depreciable lives than
     those used by The Santa Anita Companies for certain types of assets. The
     adjustments to real estate assets include an increase of $151,560 to
     non-depreciable land and an increase of $55,892 in the carrying value of
     buildings.                                                           
(B)  Represents adjustments to reflect amortization of goodwill of $1,126.
     Goodwill represents the purchase consideration in excess of the fair market
     value of the assets of Realty. Amortization of goodwill is computed using
     the straight-line method over a 40-year estimated useful life.
(C)  Represents adjustment to eliminate Series A Preferred Stock dividends as a
     result of exchanging the Series A Preferred Stock for shares of Realty
     Common Stock.
(D)  In February 1997, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standard No. 128 ("Statement 128") which specifies
     the computation, presentation and disclosure requirements for basic
     earnings per share and dilutive earnings per share. Management believes
     that adoption of Statement 128 will not have a material effect on the
     earnings per share of Meditrust Corporation.
(E)  Represents adjustment to reflect additional shares of Realty Common Stock
     issued to Meditrust shareholders at the time the Mergers become effective
     and assumes the exchange of Series A Preferred Stock for shares of Realty
     Common Stock.


                                      13

                                      
   14




                              MEDITRUST CORPORATION


                                  PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                                    (UNAUDITED)
                                       (IN THOUSANDS EXCEPT PER SHARE DATA)



                                                                                AS OF MARCH 31, 1997
                                                         ---------------------------------------------------------------------
                                                                          SANTA ANITA 
                                                                             REALTY             PRO FORMA           PRO FORMA    
                                                          MEDITRUST     ENTERPRISES, INC.      ADJUSTMENTS           COMBINED
                                                         ----------     -----------------     ------------         -----------
                                                                                                              
Real estate investments:
   Meditrust building and improvements ..............    $1,051,345        $                  $                    $1,051,345
   Santa Anita Racetrack (A) ........................                          8,667              108,333 (B)         117,000
   Commercial properties (A) ........................                         12,214               71,742 (B)          83,956
   Commercial properties to be sold .................                          9,076                 (376)(B)           8,700
   Investments in and advances to                                                                                 
     unconsolidated joint ventures ..................                          2,154               33,833 (B)          35,987
   Real estate mortgages & loans ....................     1,241,741           10,609                                1,252,350
                                                         ----------        ---------          -----------          ----------
        Total real estate investments ...............     2,293,086           42,720              213,532           2,549,338
                                                         ----------        ---------          -----------          ----------
Cash and cash equivalents ...........................         5,666           13,558                                   19,224
Fees, interest and other receivables ................        22,013              103                                   22,116
Due from (to) paired entity .........................                            359                                      359
Other assets, net ...................................        65,606            5,527               (4,944)(C)          66,189
Goodwill ............................................                                             180,233 (D)         180,233
                                                         ----------        ---------          -----------          ----------
Total assets ........................................    $2,386,371        $  62,267          $   388,821          $2,837,459
                                                         ==========        =========          ===========          ==========
Liabilities and Shareholders' Equity                                                                              
Indebtedness:                                                                                                     
   Notes payable, net ...............................       494,972           20,309                                  515,281
   Convertible debentures, net ......................       278,591                                                   278,591
   Bank notes payable, net ..........................       110,291            7,300                                  117,591
   Bonds and mortgages payable, net .................        58,795                                                    58,795
                                                         ==========        =========          ===========          ==========
        Total indebtedness ..........................       942,649           27,609                                  970,258
                                                         ==========        =========          ===========          ==========
Deferred income & expenses ..........................         9,918                                                     9,918
Accrued expenses and other liabilities ..............        47,394            5,886               42,560 (E)          95,840
                                                         ==========        =========          ===========          ==========
        Total liabilities ...........................       999,961           33,495               42,560           1,076,016
                                                         ==========        =========          ===========          ==========
Commitments and contingencies                                                                                     
   Series A Redeemable Preferred Stock ..............                         23,728              (23,728)(F)     
Shareholders' equity                                                                                              
   Common stock 86,368 shares pro forma                                                                           
     outstanding ....................................                          1,159                7,478 (F)(G)        8,637
   Additional paid-in-capital .......................                        121,902            1,779,838 (F)(H)(I) 1,901,740
Shares of beneficial interest .......................     1,524,344                            (1,524,344)(H)
Retained Earnings/Distributions in excess of                                                                      
   net income .......................................      (137,934)        (118,017)             118,017 (H)        (137,934)
Note receivable--from Meditrust Operating                                                                         
   Company ..........................................                                             (11,000)(I)         (11,000)
                                                         ----------        ---------          -----------          ----------
        Total shareholders' equity ..................     1,386,410            5,044              369,989           1,761,443
                                                         ----------        ---------          -----------          ----------
Total liabilities and shareholders' equity ..........    $2,386,371        $  62,267          $   388,821          $2,837,459
                                                         ==========        =========          ===========          ==========



                                      14
   15

(A) No post-merger accumulated depreciation has been recorded.  
(B) Represents adjustments for the purchase method of accounting whereby the
    investment in land, buildings, improvements and joint ventures owned by
    Realty are adjusted to estimated fair market value based on recent
    appraisals. Adjustments for the joint ventures were determined by applying
    The Santa Anita Companies' share (per the partnership agreements) to the
    fair value of the underlying net assets of the joint ventures.
(C) Represents estimated adjustments to fair value detailed as follows:


                                                                        
    Reclassification of the Entertainment Center Costs to Commercial 
      Properties ...................................................  $(3,215)
    Write-off of straight-line rent receivable......................   (1,153)
    Write-off of other Deferred Costs...............................     (576)
                                                                      ------- 
                                                                      $(4,944)
                                                                      ======= 


(D) Represents the purchase consideration in excess of the fair market value of
    the assets of Realty.
(E) Represents estimated adjustments for (1) accrued merger costs including
    financial advisory, legal and accounting fees, printing and various other
    professional fees anticipated in connection with the Mergers, (2) accrued
    expenses associated with certain employment agreements and benefit programs
    of Realty including severance agreements, settlement of options and purchase
    accounting adjustments related to Realty's defined benefit pension and
    deferred compensation plans; since management is presently evaluating the
    effects of the integration of the two companies, these amounts are
    preliminary and subject to change, and (3) other liabilities including
    potential settlement of outstanding legal matters consisting of a
    shareholder lawsuit, a breach of contract lawsuit and various claims and
    lawsuits arising from business operations.
(F) Represents the exchange of Series A Preferred Stock for shares of Realty
    Common Stock. 
(G) Represents the exchange of shares of Meditrust for shares of Realty Common
    Stock.
(H) Based on the relative value between Realty and Operating of the 12,363
    shares of Realty Common Stock outstanding (which includes the effect of
    having exchanged the 867 shares of Series A Preferred Stock for shares of
    Realty Common Stock), the estimated total purchase consideration allocable
    to Realty is approximately $375,587. The adjustment to shareholders' equity
    eliminates Realty's historical equity accounts totaling $28,772 (which
    includes the effect of exchanging the Series A Preferred Stock which has a
    value of $23,728 for Realty Common Stock) and records equity based on the
    number of shares of Realty Common Stock held by shareholders of Realty that
    remain outstanding after the Mergers.
(I) To reflect the delivery of the Operating Note (as such term is defined in
    the Merger Agreement), the purpose of which is to adjust the relative 
    values of Realty and Operating to approximate the relative values of 
    Meditrust and MAC immediately prior to the time when the Mergers become 
    effective. Due to the affiliation of Meditrust Corporation and Meditrust
    Operating Company, the Operating Note has been classified in shareholders'
    equity. 



                                      15
   16




                           MEDITRUST OPERATING COMPANY


                              PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                     (UNAUDITED)
                                        (IN THOUSANDS EXCEPT PER SHARE DATA)



                                                                              FOR THE YEAR ENDED DECEMBER 31, 1996
                                                                  ----------------------------------------------------------
                                                                   MEDITRUST     SANTA ANITA   
                                                                  ACQUISITION     OPERATING       PRO FORMA        PRO FORMA
                                                                    COMPANY        COMPANY       ADJUSTMENTS       COMBINED
                                                                  -----------    -----------     -----------       ---------
                                                                                                               
Revenues:
   Horse racing .............................................       $              $68,606         $                $68,606
   Interest and other income ................................                          581           3,300 (A)        3,881
                                                                    -------        -------         -------          -------
        Total revenues ......................................                       69,187           3,300           72,487
                                                                    -------        -------         -------          -------
Expenses:
   Horse racing operating costs .............................                       48,735                           48,735
   Interest .................................................                          788             660 (B)        1,448
   Depreciation and amortization ............................                        3,212          (1,430)(C)(D)     1,782
   General and administrative(E) ............................                       17,104                           17,104
   Strategic alliance costs .................................                          110                              110
                                                                    -------        -------         -------          -------
        Total expenses ......................................                       69,949            (770)          69,179
                                                                    -------        -------         -------          -------
Net Income (loss) ...........................................                         (762)          4,070            3,308
Preferred stock dividends ...................................                           52             (52)(F)
                                                                    -------        -------         -------          -------
Net income (loss) applicable to common shares ...............       $              $  (814)        $ 4,122          $ 3,308
                                                                    =======        =======         =======          =======
Per share:
Net income (loss)(G) ........................................       $              $ (0.07)        $  0.11          $  0.04
                                                                    =======        =======         =======          =======
Weighted average common shares outstanding ..................        59,458         11,317          12,854 (H)       83,629
                                                                    =======        =======         =======          =======


- ------------------
(A) Represents estimated dividends (based upon Meditrust's 1996 distributions
    declared of $2.78 per share) on the shares of Realty acquired by MAC and 
    subsequent to the Mergers held by Operating.
(B) Represents estimated interest expense on the Operating Note.
(C) Represents adjustment to decrease depreciation by $2,213 as a result of
    recording the investment in property, plant and equipment at fair market
    value. Depreciation is computed using the straight-line method and is based
    upon the estimated useful lives ranging from 5 to 40 years. Depreciation
    expense decreased due to the fact that Meditrust uses longer depreciable
    lives than those used by The Santa Anita Companies for certain types of
    assets. The adjustment to operating equipment included a reduction of
    $10,697 in the carrying value of operating equipment.
(D) Represents adjustment to reflect amortization of goodwill of $783. Goodwill
    represents the purchase consideration in excess of the fair market value of
    the assets of Operating. Amortization of goodwill is computed using the
    straight-line method over a 40-year estimated useful life.
(E) Includes rental income paid to Realty of $10,861.
(F) Represents adjustment to eliminate Series A Preferred Stock dividends as a
    result of exchanging the Series A Preferred Stock for shares of Operating
    Common Stock.
(G) In February 1997, the Financial Accounting Standards Board issued Statement
    of Financial Accounting Standard; No. 128 ("Statement 128") which specifies
    the computation, presentation and disclosure requirements for basic
    earnings per share and dilutive earnings per share. Management believes
    that adoption of Statement 128 will not have a material effect on the
    earnings per share of Meditrust Operating Company.
(H) Represents adjustment to reflect additional shares of Operating Common
    Stock issued to MAC shareholders at the time the Mergers become effective 
    and assumes the exchange of Series A Preferred Stock for shares of 
    Operating Common Stock.


                                      16
   17




                           MEDITRUST OPERATING COMPANY


                              PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                     (UNAUDITED)
                                        (IN THOUSANDS EXCEPT PER SHARE DATA)



                                                                           FOR THE THREE MONTHS ENDED MARCH 31, 1997
                                                                  -----------------------------------------------------------
                                                                   MEDITRUST    SANTA ANITA     
                                                                  ACQUISITION    OPERATING        PRO FORMA         PRO FORMA 
                                                                    COMPANY       COMPANY        ADJUSTMENTS        COMBINED
                                                                  -----------   -----------      -----------        ---------
                                                                                                         
Revenues:
   Horse racing .............................................       $             $36,307          $                 $36,307
   Interest and other income ................................                          48              825 (A)           873
                                                                    -------       -------          -------           -------
        Total revenues ......................................                      36,355              825            37,180
                                                                    -------       -------          -------           -------
Expenses:
   Horse racing operating costs .............................                      24,754                             24,754
   Interest .................................................                          54              165 (B)           219
   Depreciation and amortization ............................                       1,891           (1,149)(C)(D)        742
   General and administrative(E) ............................                       8,469                              8,469
   Strategic alliance costs .................................                         420                                420
                                                                    -------       -------          -------           -------
        Total expenses ......................................                      35,588             (984)           34,604
                                                                    -------       -------          -------           -------
Net Income ..................................................                         767            1,809             2,576
                                                                    -------       -------          -------           -------
Net income (loss) applicable to common shares ...............       $             $   767          $ 1,809           $ 2,576
                                                                    =======       =======          =======           =======
Per share:
Net income/(loss) (F) .......................................       $             $  0.07          $ (0.04)(G)       $  0.03
                                                                    =======       =======          =======           =======
Weighted average common shares outstanding ..................        61,442        11,480           13,254            86,176
                                                                    =======       =======          =======           =======


- ------------------
(A) Represents estimated dividends (based upon Meditrust's 1996 distributions 
    declared of $2.78 per share) on the shares of Realty acquired by MAC and 
    subsequent to the Mergers held by Operating.
(B) Represents estimated interest expense on the Operating Note.
(C) Represents adjustment to decrease depreciation by $1,345 as a result of
    recording the investment in property, plant and equipment at fair market
    value. Depreciation is computed using the straight-line method and is based
    upon the estimated useful lives ranging from 5 to 40 years. Depreciation
    expense decreased due to the fact that Meditrust uses longer depreciable
    lives than those used by The Santa Anita Companies for certain types of
    assets. The adjustment to operating equipment included a reduction of
    $10,697 in the carrying value of operating equipment.
(D) Represents adjustment to reflect amortization of goodwill of $196. Goodwill
    represents the purchase consideration in excess of the fair market value of
    the assets of Operating. Amortization of goodwill is computed using the
    straight-line method over a 40-year estimated useful life.
(E) Includes rental income paid to Realty of $6,440.
(F) In February 1997, the Financial Accounting Standards Board issued Statement
    of Financial Accounting Standards No. 128 ("Statement 128") which specifies
    the computation, presentation and disclosure requirements for basic
    earnings per share and dilutive earnings per share. Management believes
    that adoption of Statement 128 will not have a material effect on the
    earnings per share of Meditrust Operating Company.
(G) Represents adjustment to reflect additional shares of Operating Common
    Stock issued to MAC shareholders at the time the Mergers become effective 
    and assumes the exchange of Series A Preferred Stock for shares of 
    Operating Common Stock.


                                       17
   18




                           MEDITRUST OPERATING COMPANY


                                   PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                                     (UNAUDITED)
                                        (IN THOUSANDS EXCEPT PER SHARE DATA)



                                                                                     AS OF MARCH 31, 1997
                                                                   -------------------------------------------------------------
                                                                    MEDITRUST    SANTA ANITA     
                                                                   ACQUISITION    OPERATING       PRO FORMA            PRO FORMA
                                                                     COMPANY       COMPANY       ADJUSTMENTS            COMBINED
                                                                   -----------   -----------     -----------           ---------
                                                                                                            
Operating property, plant & equipment .........................     $              $19,697        $(10,697)(A)          $  9,000
Cash and cash equivalents .....................................                     23,433                                23,433
Fees, interest and other receivables ..........................                      4,850                                 4,850
Other assets, net .............................................                      1,014          10,000(B)             11,014
Goodwill, net .................................................                                     31,307(C)             31,307
Investment in Meditrust Corporation ...........................                      1,711          36,000(D)             37,711
                                                                    ---------      -------        --------              --------
        Total assets ..........................................     $              $50,705        $ 66,610              $117,315
                                                                    =========      =======        ========              ========
Liabilities and Shareholders' Equity:                                               
Indebtedness:                                                                       
   Bank notes payable, net ....................................                        638                                   638
   Note payable to Meditrust Corporation ......................                                     11,000(E)             11,000
                                                                    ---------      -------        --------              --------
        Total indebtedness ....................................                        638          11,000                11,638
                                                                    ---------      -------        --------              --------
Deferred income & expenses ....................................                      2,501                                 2,501
Accrued expenses and other liabilities ........................                     34,516          35,440(F)             69,956
                                                                    ---------      -------        --------              --------
        Total liabilities .....................................                     37,655          46,440                84,095
                                                                    ---------      -------        --------              --------
Commitments and contingencies                                                       
   Series A Redeemable Preferred Stock ........................                      1,050          (1,050)(G)
Shareholders' equity                                                                
   Common stock 86,278 shares pro forma outstanding ...........                      1,150           7,478(G)(H)           8,628
   Additional paid-in-capital .................................                     21,011           3,581(D)(E)(G)(I)    24,592
Retained Earnings/Distributions in excess of net income .......                     (9,491)          9,491(I)
Unearned compensation expense .................................                       (670)            670(I)
                                                                    ---------      -------        --------              --------
        Total shareholders' equity ............................                     12,000          21,220                33,220
                                                                    ---------      -------        --------              --------
Total liabilities and shareholders' equity ....................     $              $50,705        $ 66,610              $117,315
                                                                    =========      =======        ========              ========




                                      18
   19

(A) Represents adjustments for the purchase method of accounting whereby the
    operating property, plant and equipment owned by Operating are adjusted to
    estimated fair market value based on recent appraisals.
(B) Represents the estimated fair market value of works of art owned by 
    Operating.
(C) Represents the purchase consideration in excess of the fair market value of
    the assets of Operating.
(D) To reflect the capitalization of MAC by Meditrust and the acquisition by
    MAC of the shares of Realty which are assumed to remain outstanding after
    the Mergers.
(E) To reflect the delivery of the Operating Note, the purpose of which is to
    adjust the relative values of Realty and Operating to approximate the
    relative values of Meditrust and MAC immediately prior to the time the
    Mergers become effective.
(F) Represents estimated adjustments for (1) accrued merger costs including
    financial advisory, legal and accounting fees, printing and various other
    professional fees anticipated in connection with the Mergers, (2) accrued
    expenses associated with certain employment agreements and benefit programs
    of Operating including severance agreements, settlement of options and
    purchase accounting adjustments related to Operating's defined benefit
    pension and deferred compensation plans; since management is presently
    evaluating the effects of the integration of the two companies, these
    amounts are preliminary and subject to change, and (3) other liabilities
    including potential settlement of outstanding legal matters consisting of a
    shareholder lawsuit, a breach of contract lawsuit and various claims and
    lawsuits arising from business operations.
(G) Represents the exchange of Series A Preferred Stock for shares of Operating
    Common Stock. 
(H) Represents the exchange of shares of MAC for shares of Operating Common 
    Stock.
(I) Based on the relative value between Realty and Operating of the 12,363
    shares of Paired Common Stock outstanding (which includes the effect of
    having exchanged the 867 shares of Series A Preferred Stock for shares of
    Operating Common Stock), the total purchase consideration allocable to
    Operating is approximately $7,666. The adjustments to shareholders' equity
    eliminate Operating's historical equity accounts totaling $13,050 (which
    includes the effect of exchanging the Series A Preferred Stock which has a
    value of $1,050 for Operating Common Stock) and record equity based on the
    number of shares of Paired Common Stock held by shareholders of Operating
    that remain outstanding after the Mergers.





                                      19
   20


SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                MEDITRUST


July 30, 1997                                   By:   /s/ Laurie T. Gerber
                                                      -----------------------
                                                      Laurie T. Gerber
                                                      Chief Financial Officer







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