As filed with the Security and Exchange Commission on November 7, 1997
Registration Nos. 333-______ and 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
JOINT REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
MEDITRUST CORPORATION MEDITRUST OPERATING COMPANY
- -------------------------------------- ------------------------------------
(Exact name of registrant as (Exact name of registrant
specified in its charter) as specified in its charter)
Delaware Delaware
- -------------------------------------- ------------------------------------
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
95-3520818 95-3419438
- -------------------------------------- ------------------------------------
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
197 First Avenue, Suite 300 197 First Avenue, Suite 100
Needham, MA 02194 Needham, MA 02194
- -------------------------------------- ------------------------------------
(Address of principal (Address of principal
executive offices) executive offices)
MEDITRUST CORPORATION MEDITRUST OPERATING COMPANY
1995 SHARE AWARD PLAN 1995 SHARE AWARD PLAN
(formerly the (formerly the
Santa Anita Realty Enterprises, Inc. Santa Anita Operating Company
1995 Share Award Plan) 1995 Share Award Plan)
- -------------------------------------- ------------------------------------
(Full title of the plan) (Full title of the plan)
David F. Benson Abraham D. Gosman
President Chairman of the Board
Meditrust Corporation Meditrust Operating Company
197 First Avenue, Suite 300 197 First Avenue, Suite 100
Needham, MA 02194 Needham, MA 02194
(781) 433-6000 (781) 453-8062
- -------------------------------------- ------------------------------------
(Name, address and telephone number (Name, address and telephone number
of agent for service) of agent for service)
---------------------
Copy to:
Michael J. Bohnen, Esq.
NUTTER, McCLENNEN & FISH, LLP
One International Place
Boston, Massachusetts 02110-2699
---------------------
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------
Proposed
maximum Proposed
offering maximum
Title of Amount price per aggregate Amount of
securities to be unit of Paired offering registration
to be registered registered Common Stock price fee
- ------------------------------------------------------------------------------------------
Paired Common Stock(1) 11,375,206(2) $33.90(3) $385,656,021.51(3) $116,865.46(3)
- ------------------------------------------------------------------------------------------
(1) Meditrust Corporation Common Stock, par value $0.10 per share (the "MC
Common Stock"), paired with Meditrust Operating Company, par value $0.10
(the "MOC Common Stock"). Includes rights (the "Rights") issuable pursuant
to the Rights Agreement, dated as of June 15, 1989, as amended, among
Meditrust Corporation(formerly known as Santa Anita Realty Enterprises,
Inc.), Meditrust Operating Company (formerly known as Santa Anita Operating
Company), and Boston EquiServe, as Rights Agent. One Right will be issued
with respect to each share of MC Common Stock issued under the Plans.
(2) This Joint Registration Statement covers, in addition to the number of
shares of Paired Common Stock stated above, options and other rights to
purchase or acquire the shares of Paired Common Stock covered by the
Prospectus and, pursuant to Rule 416, an additional indeterminate number of
shares which by reason of certain events specified in the Plans may become
subject to the Plans.
(3) Pursuant to Rule 457(h), the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based upon the average
of the high and low prices of the Paired Common Stock reported on the New
York Stock Exchange and published in the Eastern Edition of the Wall Street
Journal as of November 4, 1997.
The Exhibit Index included in this Joint Registration Statement is at page 11.
================================================================================
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities and Exchange Commission Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission either
as part of this Joint Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents incorporated
by reference in this Joint Registration Statement pursuant to Item 3 of Form S-8
(Part II hereof), taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.
-2-
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference
On November 5, 1997, Meditrust, a Massachusetts business trust
("Meditrust") merged with and into Santa Anita Realty Enterprises, Inc.
("Realty"), with Realty as the surviving corporation, and Meditrust Acquisition
Company, a Massachusetts business trust ("MAC") merged with and into Santa Anita
Operating Company ("Operating," and together with Realty, "The Santa Anita
Companies"), with Operating as the surviving corporation. As part of the merger,
Realty changed its name to "Meditrust Corporation" and Operating changed its
name to "Meditrust Operating Company." Meditrust Corporation ("MC") and
Meditrust Operating Company ("MOC", and MC and MOC being sometimes referred to
herein individually as a "Registrant" and collectively as the "Registrants"),
are hereby registering additional securities of the same class as other
securities for which a registration statement filed on this form relating to the
same employee benefit plans is effective, and the contents of that earlier
registration statement, filed by The Santa Anita Companies with the Securities
and Exchange Commission on May 1, 1995 (File No. 033-58995), are incorporated
herein by reference, and any information required in this Registration Statement
that is not in the earlier registration statement is set forth in this
Registration Statement. The following documents of the Registrants and of
Meditrust, filed with the Securities and Exchange Commission, are incorporated
by reference herein:
(a) The Santa Anita Companies' Joint Annual Report on Form 10-K, as
amended by amendments on Form 10K/A, for the fiscal year ended
December 31, 1996;
(b) The Santa Anita Companies' Joint Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;
(c) The Santa Anita Companies' Joint Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997;
(d) The Santa Anita Companies' Joint Current Reports on Form 8-K, event
date January 7, 1997, event date April 13, 1997, and event date
October 2, 1997;
(e) Meditrust's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(f) Meditrust's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
-3-
(g) Meditrust's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997;
(h) Meditrust's Current Reports on Form 8-K, event date January 31, 1997,
event date April 13, 1997 and event date July 30, 1997.
(i) The Registrants' Joint Current Report on Form 8-K, event date
November 5, 1997; and
(j) The descriptions of the MC Common Stock, the Rights, and the MOC
Common Stock which are contained in registration statements filed
under the Exchange Act, and any amendment or report filed for the
purpose of updating such descriptions.
All documents subsequently filed by the Registrants and Meditrust pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into this Joint Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained herein or in a document, all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Joint Registration Statement to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute a part of this
Joint Registration Statement.
Item 4. Interests of Named Experts and Counsel
Michael J. Bohnen, a partner in the law firm Nutter, McClennen & Fish, LLP,
currently serves as Secretary of MOC. Nutter, McClennen & Fish, LLP, serves as
counsel to the Registrants, and has rendered a legal opinion with respect to the
validity of the shares being offered pursuant to this Registration Statement.
Item 5. Indemnification of Directors and Officers
As permitted by Section 102 of the General Corporation Law of Delaware (the
"GCL"), both the Certificate of Incorporation of MC and the Certificate of
Incorporation of MOC eliminate personal liability of its respective directors to
such company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for: (i) any breach of the duty of loyalty to such
company or its stockholders; (ii) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law; (iii) liability
under Section 174 of the GCL relating to certain unlawful dividends and stock
-4-
repurchases; or (iv) any transaction from which the director derived an improper
personal benefit.
As permitted by Section 145 of the GCL, both MC's By-laws and MOC's By-laws
provide for indemnification of directors and officers (and permit the respective
Boards of Directors to provide for indemnification of employees and agents) of
such Registrants against all costs, charges, expenses, liabilities and losses
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and other amounts paid in settlement) actually and reasonably incurred by them
in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, in which
any such person was or is a party or is threatened to be made a party, if such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interest of such Registrant and, with respect to
any criminal action or proceeding, if such person had no reasonable cause to
believe his conduct was unlawful. In the case of an action or suit by or in the
right of the respective Registrant, such a person may be indemnified only for
expenses (including attorneys fees) and may not be indemnified in respect of any
claim, issue or matter as to which he has been adjudged liable for negligence or
misconduct in the performance of his duty to the respective Registrant, unless
and only to the extent the court in which such action or suit was brought
determines that such person is fairly and reasonably entitled to indemnity for
such expenses as such court may deem proper. In each case, indemnification of an
officer or director shall be made only upon specific authorization of a majority
of disinterested directors, by written opinion of independent legal counsel or
by the stockholders, unless the officer, or director has been successful on the
merits or otherwise in defense of any such action or suit, in which case he
shall be indemnified without such authorization. Both MC's By-laws and MOC's
By-laws require such Registrant to pay the expenses incurred by a director or
officer in defending or investigating a threatened or pending action, suit or
proceeding in advance of the final disposition of such action, suit or
proceeding upon receipt by such Registrant of an undertaking by or on behalf of
such director or officer to repay such amount if it is ultimately determined
that he is not entitled to indemnification and permit such Registrant to advance
such expenses to other employees and agents of such Registrant upon such terms
and conditions as are specified by the respective Registrant's Board of
Directors. The advancement of expenses, as well as indemnification, pursuant to
each Registrant's Bylaws is not exclusive of any other rights which those
seeking indemnification or advancement of expenses from such Registrant may
have.
Individual indemnification agreements (the "Indemnification Agreements")
have been entered into by each of MC and MOC with certain of its respective
directors and officers. The Indemnification Agreements provide for
indemnification to the fullest extent permitted by law and provide contractual
assurance to directors and officers that indemnity and advancement of expenses
will be available to them regardless of any amendment or revocation of such
Registrant's Bylaws.
-5-
Both MC's By-laws and MOC's By-laws permit such Registrant to purchase and
maintain insurance on behalf of any director, officer, employee or agent of such
Registrant against liability asserted against him or her in any such capacity,
whether or not such Registrant would have the power to indemnify him against
such liability under the provisions of the Bylaws. Both MC and MOC maintain
liability insurance providing officers and directors with coverage with respect
to certain liabilities.
Item 6. Exhibits
See the attached Exhibit Index.
-6-
MC SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MC certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Joint Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
Town of Needham, Commonwealth of Massachusetts, as of November 7, 1997.
MEDITRUST CORPORATION
By: /s/ David F. Benson
-------------------------------------
Name: David F. Benson
Title: Director, President and Treasurer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints David F.
Benson and Michael S. Benjamin his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Joint Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Joint
Registration Statement has been signed below by the following persons in the
capacities indicated as of November 7, 1997.
Signature Title
- --------- -----
/s/ Abraham D. Gosman
- ------------------------------ Chairman of the Board
Abraham D. Gosman
-7-
/s/ David F. Benson
- ------------------------------ Director, President and Treasurer
David F. Benson (Principal Executive Officer)
/s/ Laurie T. Gerber
- ------------------------------ Chief Financial Officer (Principal
Laurie T. Gerber Financial and Accounting Officer)
/s/ Donald J. Amaral
- ------------------------------ Director
Donald J. Amaral
/s/ William C. Baker
- ------------------------------ Director
William C. Baker
/s/ Edward W. Brooke
- ------------------------------ Director
Edward W. Brooke
/s/ C. Gerald Goldsmith
- ------------------------------ Director
C. Gerald Goldsmith
/s/ J. Terrence Lanni
- ------------------------------ Director
J. Terrence Lanni
/s/ Phillip L. Lowe
- ------------------------------ Director
Phillip L. Lowe
/s/ Thomas J. Magovern
- ------------------------------ Director
Thomas J. Magovern
- ------------------------------- Director
Gerald Tsai, Jr.
-8-
MOC SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MOC certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Joint Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
Town of Needham, Commonwealth of Massachusetts, as of November 7, 1997
MEDITRUST OPERATING COMPANY
By: /s/ Abraham D. Gosman
-------------------------------
Name: Abraham D. Gosman
Title:Chairman of the Board, Chief
Executive Officer and Treasurer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Michael
J. Bohnen and Paul R. Eklund his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Joint Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Joint
Registration Statement has been signed below by the following persons in the
capacities indicated as of November 7, 1997.
Signature Title
- --------- -----
/s/ Abraham D. Gosman
- ------------------------------- Chairman of the Board, Chief
Abraham D. Gosman Executive Officer and Treasurer (Principal
Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
-9-
/s/ Donald J. Amaral
- -------------------------------- Director
Donald J. Amaral
/s/ David F. Benson
- -------------------------------- Director
David F. Benson
/s/ Edward W. Brooke
- -------------------------------- Director
Edward W. Brooke
/s/ James P. Conn
- -------------------------------- Director
James P. Conn
/s/ John C. Cushman
- -------------------------------- Director
John C. Cushman
/s/ C. Gerald Goldsmith
- -------------------------------- Director
C. Gerald Goldsmith
/s/ Phillip L. Lowe
- -------------------------------- Director
Phillip L. Lowe
/s/ Thomas J. Magovern
- -------------------------------- Director
Thomas J. Magovern
- -------------------------------- Director
Gerald Tsai, Jr.
-10-
EXHIBIT INDEX
Exhibit
Number Description of Document
- -------- -----------------------
4.1 Meditrust Corporation 1995 Share Award Plan, as amended
4.2 Meditrust Operating Company 1995 Share Award Plan, as amended
4.3 Pairing Agreement by and between Meditrust
Corporation (formerly known as Santa Anita Realty
Enterprises, Inc.) and Meditrust Operating Company
(formerly known as Santa Anita Operating Company),
dated as of December 20, 1979 (incorporated by
reference to Exhibit 5 to Registration Statement on
Form 8-A of Santa Anita Operating Company
filed February 5, 1980).
4.4 First Amendment to Pairing Agreement, by and between Meditrust
Corporation and Meditrust Operating Company, dated November 6,
1997.
4.5 Rights Agreement, dated June 15, 1989, among
Meditrust Corporation (formerly known as Santa Anita
Realty Enterprises, Inc.), Meditrust Operating
Company (formerly known as Santa Anita Operating
Company) and Harris Trust Company, as Rights Agent,
(incorporated by reference to Exhibit 5 to
Registration Statement on Form 8-A of Santa Anita
Operating Company filed February 5, 1980).
4.6 Appointment of Boston Equiserve as Rights Agent, dated October 24,
1997.
5.1 Opinion of Nutter, McClennen & Fish, LLP (opinion re: legality).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Nutter, McClennen & Fish, LLP (included in Exhibit 5.1).
23.5 Consent of Coopers & Lybrand L.L.P.
-11-
24.1 MC Power of Attorney (included in this Joint Registration Statement
under "MC Signatures").
24.2 MOC Power of Attorney (included in this Joint Registration Statement
under "MOC Signatures").
-12-