-----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, J2KHUERwLz6NaRPLsdVfzcfDikCNx576xN3AILBWsppzdgc/uRgbbhiHbYua1zh2 XvCcqwCCrOmbKvIX8wIoGw== 0000895345-97-000363.txt : 19971008 0000895345-97-000363.hdr.sgml : 19971008 ACCESSION NUMBER: 0000895345-97-000363 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971007 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/A SEC ACT: SEC FILE NUMBER: 005-32774 FILM NUMBER: 97691955 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/A 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/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) 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 MEDITRUST ACQUISITION COMPANY 197 FIRST AVENUE NEEDHAM HEIGHTS, MA 02194-9127 (617) 433-6000 - ---------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 3, 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. 8012 09206 Page 2 of 8 Pages 8012 12101 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Meditrust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 14 TYPE OF REPORTING PERSON Massachusetts Business Trust (00) SCHEDULE 13D CUSIP No. 8012 09206 Page 4 of 8 Pages 8012 12101 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Meditrust Acquisition Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts NUMBER OF 7 SOLE VOTING POWER SHARES 1,255,076 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,255,076 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,255,076 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% 14 TYPE OF REPORTING PERSON Massachusetts Business Trust (00) This Amendment No. 4 hereby amends and supplements the Statement on Schedule 13D filed by Meditrust on April 23, 1997, as amended by a filing made by Meditrust on May 19, 1997, by a filing made by Meditrust and Meditrust Acquisition Company ("New MAC") on June 20, 1997 and by a filing made by Meditrust and New MAC on September 25, 1997 (the Schedule 13D as filed on April 23, 1997 being referred to as the "Original 13D," and the Original 13D as amended being referred to as the "Amended 13D"), in respect of the Common Stock, par value $.10 per share of Santa Anita Realty Enterprises, Inc. ("Realty") and Santa Anita Operating Company ("Operating" and, together with Realty, "Santa Anita"). THIS AMENDMENT NO. 4 IS BEING FILED BECAUSE, AS CONTEMPLATED BY THE THIRD AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, DATED APRIL 13, 1997, BETWEEN SANTA ANITA, MEDITRUST AND NEW MAC (THE "MERGER AGREEMENT"), MEDITRUST DISTRIBUTED TO ITS SHAREHOLDERS ALL OF THE SHARES OF NEW MAC, A SUBSIDIARY OF MEDITRUST. EACH SHARE OF NEW MAC DISTRIBUTED WILL TRADE ON A "PAIRED" BASIS WITH A SHARE OF MEDITRUST. THIS DISTRIBUTION WAS MADE, AS CONTEMPLATED BY THE MERGER AGREEMENT, TO FACILITATE THE ANTICIPATED MERGER WITH SANTA ANITA. BY REASON OF THE DISTRIBUTION, MEDITRUST NO LONGER HAS A BENEFICIAL INTEREST IN 1,255,076 PAIRED SHARES OF COMMON STOCK, PAR VALUE $.10 PER SHARE OF SANTA ANITA ("PAIRED SHARES"), HELD DIRECTLY BY NEW MAC. ITEM 3. PURPOSE OF TRANSACTION Item 4 of the Amended 13D is hereby amended and supplemented with the following paragraph: On October 2, 1997, pursuant to its rights under the Merger Agreement, Meditrust designated unaffiliated persons who purchased from Santa Anita 650,000 Paired Shares, in the aggregate, at a purchase price of $31 per Paired Share. On October 3, 1997, Meditrust distributed to its shareholders all of the outstanding shares of New MAC as contemplated by the Merger Agreement. Accordingly, Meditrust, which, by reason of its holding all of the outstanding shares of New MAC, may have been deemed to have had a beneficial interest in the 1,255,076 Paired Shares held directly by New MAC, no longer has any beneficial interest in such Paired Shares. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Amended 13D is hereby amended and restated in its entirety as follows: (a) As of October 3, 1997, New MAC beneficially owned 1,255,076 shares of the issued and outstanding shares of Common Stock, par value $.10 per share, of Realty ("Realty Common Stock"), or approximately 9.2% of the issued and outstanding Realty Common Stock, and 1,255,076 shares of Common Stock, par value $.10 per share, of Operating ("Operating Common Stock"), or approximately 9.2% of the issued and outstanding Operating Common Stock.(FN1) As of October 3, 1997, Meditrust did not beneficially own any shares of Realty Common Stock or Operating Common Stock. Other than as described in the Amended 13D, as of October 3, 1997, neither Meditrust, New MAC nor, to the best of Meditrust's and New MAC's knowledge, any of the individuals named in Schedule I of the Original 13D, owned any shares of Realty Common Stock or Operating Common Stock. - -------- 1 These percentages are based on there being 13,707,201 shares of Realty Common Stock, and 13,656,900 shares of Operating Common Stock, issued and outstanding as of October 3, 1997. (b) As of October 3, 1997, New MAC had the sole power to vote in respect of, and direct the disposition of, the 1,255,076 Paired Shares held by it. As of October 3, 1997, Meditrust did not have the power to vote in respect of, or to direct the disposition of, any Paired Shares. To the best of New MAC's knowledge, except in their capacity as trustees and executive officers of New MAC, as of October 3, 1997, none of the trustees or executive officers of New MAC had the power to vote in respect of, or direct the disposition of, any shares of Realty Common Stock or Operating Common Stock. To the best of Meditrust's knowledge, as of October 3, 1997, none of the trustees or executive officers of Meditrust named in Schedule I of the Original 13D had the power to vote in respect of, or direct the disposition of, any shares of Realty Common Stock or Operating Common Stock. (c) Other than as described in the Amended 13D, neither Meditrust, New MAC nor, to the best of New MAC's and Meditrust's knowledge, any of the individuals named in Schedule I of the Original 13D, has effected any transaction in the Realty Common Stock or Operating Common Stock during the past 60 days. (d) Inapplicable (e) As described herein, on October 3, 1997, Meditrust ceased to be the beneficial owner of any shares of Realty Common Stock or Operating Common Stock. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: October 7, 1997 MEDITRUST By: \s\ Michael S. Benjamin ---------------------------- Name: Michael S. Benjamin Title: Senior Vice President and Secretary MEDITRUST ACQUISITION COMPANY By: \s\ Michael S. Benjamin ---------------------------- Name: Michael S. Benjamin Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----