Exhibit 99.4
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DETACH HERE
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 28, 1998
MEDITRUST CORPORATION
MEDITRUST OPERATING COMPANY
The undersigned hereby appoints David F. Benson and Michael S. Benjamin,
and each of them acting singly, with full power of substitution, attorneys and
proxies to represent the undersigned at the Annual Meeting of Shareholders of
Meditrust Corporation to be held on May 28, 1998 and at any adjournment or
postponement thereof with all power which the undersigned would possess if
personally present, and to vote all shares of common stock of Meditrust
Corporation which the undersigned may be entitled to vote at said meeting upon
the matters set forth in the Notice of Annual Meeting in accordance with the
following instructions and with discretionary authority on such other matters
as may properly come before the Annual Meeting or any adjournment or
postponement thereof. All previously dated proxies are hereby revoked.
The undersigned hereby appoints Abraham D. Gosman and Michael J. Bohnen,
and each of them acting singly, with full power of substitution, attorneys and
proxies to represent the undersigned at the Annual Meeting of Shareholders of
Meditrust Operating Company to be held on May 28, 1998 and at any adjournment
or postponement thereof with all power which the undersigned would possess if
personally present, and to vote all shares of common stock of Meditrust
Operating Company which the undersigned may be entitled to vote at said meeting
upon the matters set forth in the Notice of Annual Meeting in accordance with
the following instructions and with discretionary authority on such other
matters as may properly come before the Annual Meeting or any adjournment
thereof. All previously dated proxies are hereby revoked.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER SPECIFIED
HEREIN. IF NO SPECIFICATION IS MADE THE PROXIES INTEND TO VOTE FOR EACH OF THE
PROPOSALS.
SEE REVERSE SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SIDE SIDE
PROPOSALS
MEDITRUST CORPORATION:
1. To approve and adopt the Agreement and Plan of Merger dated as of January 3,
1998 by and among Meditrust Corporation, Meditrust Operating Company
and La Quinta Inns, Inc.
2. To elect the following Directors to serve until 2001:
David F. Benson, Nancy G. Brinker, William G. Byrnes, Thomas J. Magovern.
3. To approve a proposal to amend the Certificate of Incorporation of Meditrust
Corporation.
4. To approve performance-based compensation plans.
5. To approve an amendment to the Meditrust Corporation 1995 Share Award Plan.
MEDITRUST OPERATING COMPANY:
1. To approve the issuance of Meditrust Operating Company Common Stock to be
issued pursuant to the Agreement and Plan of Merger dated as of January 3,
1998 by and among Meditrust Corporation, Meditrust Operating Company and La
Quinta Inns, Inc.
2. To elect the following Directors to serve until 2001:
David F. Benson, Nancy G. Brinker, William G. Byrnes, Thomas J. Magovern.
3. To approve a proposal to amend the Certificate of Incorporation of Meditrust
Operating Company.
4. To approve performance-based compensation plans.
5. To approve an amendment to the Meditrust Operating Company 1995 Share Award
Plan.
DETACH HERE
Please mark
votes as in
[X] this example.
PLEASE REFER ABOVE FOR EXPLANATION OF PROPOSALS SET FORTH BELOW.
Meditrust Corporation:
2. To elect the Directors to serve until 2001:
David F. Benson, Nancy G. Brinker, William G. Byrne, Thomas J. Magovern
FOR WITHHELD
ALL [ ] FROM ALL [ ]
NOMINEES NOMINEES
For, except vote withheld from the nominee(s) below:
[ ]--------------------
Meditrust Operating Company:
2. To elect the Directors to serve until 2001:
David F. Benson, Nancy G. Brinker, William G. Byrne, Thomas J. Magovern
FOR WITHHELD
ALL [ ] FROM ALL [ ]
NOMINEES NOMINEES
For, except vote withheld from the nominee(s) below:
[ ]--------------------
Meditrust Corporation: FOR AGAINST ABSTAIN
1. Agreement and Plan [ ] [ ] [ ]
of Merger
FOR AGAINST ABSTAIN
3. Amend Certificate of [ ] [ ] [ ]
Incorporation
FOR AGAINST ABSTAIN
4. Approve compensation [ ] [ ] [ ]
plans
FOR AGAINST ABSTAIN
5. Approve amendment [ ] [ ] [ ]
to 1995 Share Award
Plan
Meditrust Operating Company:
FOR AGAINST ABSTAIN
1. Stock issuance
pursuant to the [ ] [ ] [ ]
Merger
FOR AGAINST ABSTAIN
3. Amend Certificate of [ ] [ ] [ ]
Incorporaton
FOR AGAINST ABSTAIN
4. Approve compensation [ ] [ ] [ ]
plans.
FOR AGAINST ABSTAIN
5. Approve amendment [ ] [ ] [ ]
to 1995 Share Award
Plan
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
In signing, please write name(s) exactly as appearing in the imprint on this
card. For shares held jointly, each joint owner should sign. If signing as
executor, or in any other representative capacity, or as an officer of a
corporation, please indicate your full title as such.
Signature: ------------------- Date: --------- Signature: ------------------- Date: ----------