-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JZkafHa0B7liQa9YCxnD8PflhyDJvvJSdVNPflY6h/X2RsuApOnEpj3BLuGT8PCb LdxTfaN+QiVaVgcMiJESPA== 0000895345-97-000158.txt : 19970520 0000895345-97-000158.hdr.sgml : 19970520 ACCESSION NUMBER: 0000895345-97-000158 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970519 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANTA ANITA REALTY ENTERPRISES INC CENTRAL INDEX KEY: 0000314661 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 953520818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-32774 FILM NUMBER: 97611164 BUSINESS ADDRESS: STREET 1: 301 W HUNTINGTON DR STREET 2: STE 405 CITY: ARCADIA STATE: CA ZIP: 91007 BUSINESS PHONE: 8185745550 MAIL ADDRESS: STREET 1: 301 W HUNTINGTON DR STREET 2: STE 405 CITY: ARCADIA STATE: CA ZIP: 91007 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEDITRUST CENTRAL INDEX KEY: 0000774350 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 046532031 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 197 FIRST AVE CITY: NEEDHAM STATE: MA ZIP: 02194 BUSINESS PHONE: 6174336000 MAIL ADDRESS: STREET 1: 197 FIRST AVENUE CITY: NEEDHAM STATE: MA ZIP: 02194 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) SANTA ANITA REALTY ENTERPRISES, INC. SANTA ANITA OPERATING COMPANY --------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.10 PER SHARE --------------------------------------------------------------- (Title of Class of Securities) 8012 09206 8012 12101 -------------------------------- (CUSIP Number) Abraham D. Gosman Meditrust 197 First Avenue Needham Heights, MA 02194-9127 (617) 433-6000 --------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 19, 1997 -------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. SCHEDULE 13D CUSIP No. Page of Pages 8012 09206 8012 12101 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Meditrust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [x] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts NUMBER OF 7 SOLE VOTING POWER SHARES 1,249,035 BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,249,035 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,249,035 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% 14 TYPE OF REPORTING PERSON* Massachusetts Business Trust (00) This Amendment No. 1 is being filed by Meditrust to amend and supplement the Statement on Schedule 13D (the "Original Schedule 13D") filed by Meditrust on April 23, 1997 in respect of the Common Stock, par value $.10 per share of Santa Anita Realty Enterprises, Inc. and Santa Anita Operating Company. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Original Schedule 13D. ITEM 4. Purpose of Transaction Item 4 of the Original Schedule 13D is hereby amended to include the following: In view of expressions of interest from third-parties and in furtherance of Meditrust's business objectives, officers and representatives of Meditrust intend to contact, and engage in exploratory discussions with, third-parties from time to time regarding the possibility of Meditrust entering into transactions, including acquisitions, joint ventures, strategic alliances and other business arrangements, with these parties. Any such transaction would be conditioned on the consummation of the merger contemplated by the Merger Agreement. Officers and representatives of Meditrust also intend to contact, respond to inquiries of, and engage in exploratory discussions with, third-parties from time to time regarding the possibility of one or more of these parties purchasing up to 1,004,225(1) Paired Shares from the Issuers pursuant to Meditrust's right under the Merger Agreement to designate unaffiliated third parties to purchase up to that number of Paired Shares and/or acquiring shares of Meditrust from Meditrust. There can, of course, be no assurance that any of the intended contacts or discussions described above will result in any proposals or transactions. _______________ (1) See footnote 3 of the Original Schedule 13D SIGNATURE --------- After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 19, 1997 MEDITRUST By: /s/ Michael S. Benjamin -------------------------- Name: Michael S. Benjamin Title: Senior Vice President and Secretary -----END PRIVACY-ENHANCED MESSAGE-----