-----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, BDm/57CU2HxFevrKBkAQazD3NTdmOamSD+taKXFvzmoM0peZ/4S29uugokF8Afze m9wcEtl8rbLNXMu+rO2jGA== 0001029869-98-000776.txt : 19980608 0001029869-98-000776.hdr.sgml : 19980608 ACCESSION NUMBER: 0001029869-98-000776 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980529 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980605 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDITRUST OPERATING CO CENTRAL INDEX KEY: 0000313749 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 963419438 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08132 FILM NUMBER: 98642981 BUSINESS ADDRESS: STREET 1: 197 FIRST AVE STREET 2: STE 100 CITY: NEEDHAM STATE: MA ZIP: 02194 BUSINESS PHONE: 7814538062 MAIL ADDRESS: STREET 1: MEDITRUST OPERATING CO STREET 2: 197 FIRST AVENUE SUITE 100 CITY: NEEDHAM STATE: CA ZIP: 91066-0808 FORMER COMPANY: FORMER CONFORMED NAME: SANTA ANITA OPERATING CO DATE OF NAME CHANGE: 19920703 8-K 1 THE MEDITRUST COMPANIES FORM 8-K ================================================================================ 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): May 29, 1998 MEDITRUST CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-08131 95-3520818 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 197 First Avenue, Suite 300 Needham, MA 02194 (address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (781) 433-6000 MEDITRUST OPERATING COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-08132 96-3419438 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 197 First Avenue, Suite 100 Needham, MA 02194 (address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (781) 453-8062 ================================================================================ 2 Item 2. Acquisition or Disposition of Assets On May 29, 1998, Meditrust Corporation ("Meditrust") and Meditrust Operating Company ("Operating Company", and together with Meditrust, "Registrant") completed their acquisition of Cobblestone Holdings, Inc. ("Cobblestone") pursuant to an Agreement and Plan of Merger dated as of January 11, 1998, as amended by a First Amendment thereto dated as of March 16, 1998 (as amended, the "Merger Agreement"). Under the terms of the Merger Agreement, Cobblestone, the parent of Cobblestone Golf Group, Inc., merged with and into Meditrust, with Meditrust being the surviving corporation (the "Merger"). Upon the closing of the Merger, each share of common stock of Cobblestone was converted into the right to receive 3.867 paired shares of Registrant (the "Paired Shares") and each share of preferred stock of Cobblestone was converted into the right to receive .2953 Paired Shares. Cash will be paid in lieu of the issuance of fractional Paired Shares. Without giving effect to any such fractional shares, the total number of Paired Shares to be issued in connection with the Merger is 8,177,300, with an aggregate market value of approximately $230 million. In addition, Meditrust assumed and refinanced approximately $169 million of Cobblestone's debt and associated costs. The total consideration to be paid by Registrant in connection with the Merger is approximately $400 million. On June 1, 1998, Registrant issued a press release announcing the closing of the Merger, which is filed herewith as Exhibit 99.3 and is incorporated herein by reference. Item 7. Financial Statement and Exhibits. (a) Financial Statements of Business Acquired. Cobblestone's (i) consolidated balance sheets at September 30, 1997 and 1996, (ii) consolidated statements of operations for the fiscal years ended September 30, 1997, 1996 and 1995, (iii) consolidated statements of stockholders' equity (net capital deficiency) for the years ended September 30, 1997, 1996 and 1995 and October 1, 1994 and (iv) consolidated statements of cash flows for the years ended September 30, 1997, 1996 and 1995 were previously filed by Registrant in its Current Report on Form 8-K, event date May 13, 1998, and are incorporated herein by reference. (b) Pro Forma Financial Information. Registrant's (i) unaudited pro forma condensed combined balance sheet at March 31, 1998 and (ii) unaudited pro forma condensed combined statement of operations for the year ended December 31, 1997 and for the three month period ended March 31, 1998 were previously filed by Registrant in its Current Report on Form 8-K, event date January 3, 1998, as amended by its Amended Current Report on Form 8-K/A filed May 21, 1998, and are incorporated herein by reference. (c) Exhibits. See the index to Exhibits attached hereto. 3 SIGNATURES 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. Date: June 5, 1998 MEDITRUST CORPORATION By:/s/ Michael S. Benjamin --------------------------------- (Signature) Name: Michael S. Benjamin Title: Senior Vice President, Secretary and Corporate Counsel MEDITRUST OPERATING COMPANY By: /s/ Michael Bohnen -------------------------------- (Signature) Name: Michael J. Bohnen Title: Secretary 4 Exhibit No. Description - ----------- ----------- 2.1 Agreement and Plan of Merger dated as of January 11, 1998 among Meditrust Corporation, Meditrust Operating Company and Cobblestone Holdings, Inc. (incorporated by reference to Exhibit 2 to Registrant's Current Report on Form 8-K, event date January 11, 1998) 2.2 Shareholders Agreement dated as of January 11, 1998 among Meditrust Corporation, Meditrust Operating Company and Certain Shareholders of Cobblestone Holdings, Inc. (incorporated by reference to Exhibit 10 to Registrant's Current Report on Form 8-K, event date January 11, 1998) 2.3 First Amendment to Agreement and Plan of Merger dated as of March 16, 1998 among Meditrust Corporation, Meditrust Operating Company and Cobblestone Holdings, Inc. (incorporated by reference to Exhibit 2 to Registrant's Current Report on Form 8-K, event date March 16, 1998) 2.4 First Amendment to Shareholders Agreement dated as of March 16, 1998 among Meditrust Corporation, Meditrust Operating Company and Certain Shareholders of Cobblestone Holdings, Inc. (incorporated by reference to Exhibit 10 to Registrant's Current Report on Form 8-K, event date March 16, 1998) 23 Consent of Ernst & Young LLP 99.1 Cobblestone's (i) consolidated balance sheets at September 30, 1997 and 1996, (ii) consolidated statements of operations for the fiscal years ended September 30, 1997, 1996 and 1995, (iii) consolidated statements of stockholders' equity (net capital deficiency) for the years ended September 30, 1997, 1996 and 1995 and October 1, 1994 and (iv) consolidated statements of cash flows for the years ended September 30, 1997, 1996 and 1995 (incorporated by reference to Registrant's Current Report on Form 8-K, event date May 13, 1998). 99.2 Registrant's unaudited pro forma condensed combined balance sheet at March 31, 1998 and unaudited pro forma condensed combined statement of operations for the year ended December 31, 1997 and for the three month period ended March 31, 1998 (incorporated by reference to Registrant's Current Report on Form 8-K, event date January 3, 1998, as amended by its Amended Current Report on Form 8-K/A filed May 21, 1998). 99.3 Press release dated June 1, 1998 issued by Registrant, announcing the closing of the Merger EX-23 2 CONSENTS OF EXPERTS AND COUNSEL EXHIBIT 23 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Current Report of Meditrust Corporation and Meditrust Operating Company on Form 8-K (event date May 29, 1998) of our report dated December 1, 1997, with respect to the consolidated financial statements and schedules of Cobblestone Holdings, Inc. included in Meditrust Corporation and Meditrust Operating Company's Form 8-K dated May 13, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ERNST & YOUNG LLP San Diego, California June 2, 1998 EX-99.3 3 PRESS RELEASE
EXHIBIT 99.3 PRESS RELEASE The Meditrust Companies - -------------------------------------------------------------------------------------------------- 197 First Avenue o Needham, Massachusetts 02194-9127 (781) 433-6000 o Fax (781) 433-1290
Contacts: Elaine Quinlan Matthew Sherman Investor Relations Abernathy MacGregor Frank (781) 433-6000 (212) 371-5999 e-mail: meditrust@reit.com FOR IMMEDIATE RELEASE MEDITRUST COMPLETES ACQUISITION OF COBBLESTONE Needham Heights, MA--June 1, 1998--The Meditrust Companies (NYSE:MT) announced today that it has completed its acquisition of Cobblestone Holdings, Inc., the parent of Cobblestone Golf Group, Inc. and will exchange all of the outstanding preferred and common stock of Cobblestone for Meditrust shares. Meditrust also assumed and refinanced approximately $154 million of Cobblestone debt. After the previously announced golf course acquisitions are closed, Cobblestone will have a portfolio of 45 facilities with 49 courses in major golf markets and will be one of the leading owners and operators of golf courses in the United States. Abraham D. Gosman, Chairman of the Board of The Meditrust Companies, stated, "The acquisition of Cobblestone establishes Meditrust as a leader in the growing golf industry. Golf has attracted over 26 million participants in 1997, an increase of 13 percent from 1996. With Bob Husband and his organization, Meditrust gains an excellent management team to speed the rapid consolidation of this sector. We envision Cobblestone at the core of a number of golf-related acquisitions that we have planned in this extremely fragmented industry." James "Bob" Husband will continue to serve in his current capacity as president and CEO of Cobblestone, now a subsidiary of The Meditrust Companies. Cobblestone's headquarters will remain in Del Mar, California. Bob Husband, president and chief executive officer of Cobblestone, said, "We are very excited about the combination of Meditrust and Cobblestone. Working together, we believe that Meditrust will continue to increase its presence in the golf industry and maintain a dominant position." The Meditrust Companies, a paired share real estate investment trust and the nation's largest health care real estate investment trust, with headquarters in Needham, Massachusetts, consists of Meditrust Corporation and Meditrust Operating Company. As of March 31, 1998, Meditrust had investments in 474 health care facilities in 40 states with 37 different operators and has a total market capitalization of approximately $3.0 billion. Editor's Note: This release is also available on the Internet over the World Wide Web: http://www.reit.com. -----END PRIVACY-ENHANCED MESSAGE-----