-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qpJ8M966UemEV0tB47QM5e4A2EmxQB3oNhExYWIUu7Vni8N0uRSSMMkU3QE8krs1 yT0pt0XkcbNv2q5KDOyqew== 0000950135-95-001613.txt : 19950801 0000950135-95-001613.hdr.sgml : 19950801 ACCESSION NUMBER: 0000950135-95-001613 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950731 SROS: NYSE FILER: 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: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 033-59215 FILM NUMBER: 95557394 BUSINESS ADDRESS: STREET 1: 197 FIRST AVENUE CITY: NEEDHAM STATE: MA ZIP: 02194 BUSINESS PHONE: 6174336000 MAIL ADDRESS: STREET 1: 197 FIRST AVENUE CITY: NEEDHAM STATE: MA ZIP: 02194 424B5 1 MEDITRUST 1 PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b) (5) (To Prospectus Dated June 1, 1995) Registration No. 33-59215 $95,000,000 MEDITRUST Convertible Senior Notes ___________________________ A total of $95,000,000 principal amount of Convertible Senior Notes (the "Notes") are being offered (the "Offering") by Meditrust, a Massachusetts business trust, consisting of $43,334,000 principal amount of 8.54% Convertible Senior Notes Due July 1, 2000 (the "8.54% Notes") and $51,666,000 8.56% Convertible Senior Notes Due July 1, 2002 (the "8.56% Notes"). Meditrust is a real estate investment trust under the Internal Revenue Code of 1986, as amended. The 8.54% Notes will mature on July 1, 2000 and the 8.56% Notes will mature on July 1, 2002. The Notes are convertible at the option of the holder, unless previously prepaid, at any time prior to maturity into Meditrust shares of beneficial interest, without par value ("Shares"), at a conversion price of $32.625 per Share, subject to adjustment under certain conditions. See also "Conversion Rights" in the accompanying Prospectus. The principal amount of the 8.56% Notes, together with any interest accrued thereon to the date of prepayment, may be prepaid at the option of Meditrust at any time on or after July 1, 2001. The 8.54% Notes may not be prepaid. Interest on the Notes will be payable semi-annually on July 1 and January 1 of each year, commencing January 1, 1996. The Notes will be unsecured general obligations of Meditrust and will rank equally with other unsecured and unsubordinated debt of Meditrust. As of March 31, 1995, Meditrust had $80,303,675 of secured indebtedness outstanding. This Prospectus Supplement and the accompanying Prospectus are part of the Company's Registration Statement filed with the Securities and Exchange Commission covering the Notes and the Shares issuable upon conversion of the Notes. Meditrust (hereinafter the "Company") is the largest dedicated health care real estate investment trust in the United States based on its gross real estate investments of approximately $1.6 billion as of March 31, 1995. The Company's principal executive offices are located at 197 First Avenue, Needham Heights, Massachusetts 02194, telephone (617) 433-6000. See "The Company." The Company's Shares are listed on the New York Stock Exchange ("NYSE") under the symbol "MT." On July 25, 1995, the last reported sale price of the Shares as reported by the NYSE was $34.00 per Share. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ___________________________ THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
Price to Commissions Proceeds to Public(1) and Fees(2) Company(3) --------- ----------- ---------- Per Note........... 100% 1.625% 98.375% Total(3)............ $95,000,000 $1,543,750 $93,456,250 (1) Plus accrued interest, if any, from the date of issuance. (2) The Notes are being offered by the Company to selected investors. National Westminster Bank Plc, New York Branch ("NatWest"), 175 WaterStreet, New York, New York 10038, and Smith Barney Inc. ("Smith Barney"), 388 Greenwich Street, New York, New York 10013, have been retained to act as agents for the Company in connection with the arrangement of such offers and sales on a best efforts basis. Meditrust has agreed (i) to pay NatWest and Smith Barney a fee in connection with the arrangement of this transaction and (ii) to indemnify NatWest and Smith Barney against certain liabilities including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). (3) Before deducting expenses payable by Meditrust estimated at $150,000.
____________________________________ The date of this Prospectus Supplement is July 28, 1995. 2 DESCRIPTION OF NOTES The Notes are limited to $95,000,000 aggregate principal amount. The Notes will be unsecured obligations of the Company and will rank equally with other unsecured and unsubordinated debt of the Company. As of March 31, 1995, the Company had $80,303,675 of secured indebtedness outstanding. Reference should be made to the accompanying Prospectus for a detailed summary of additional provisions of the Indenture pursuant to which the Notes will be issued. Fleet National Bank will serve as trustee under the Indenture. Subject to restrictions on transfers by "affiliates" of the Company, as such term is defined in Rule 144 under the Securities Act, the Notes are, and the Shares when issued upon conversion of the Notes will be, freely transferable. MATURITY The 8.54% Notes will mature on July 1, 2000 and the 8.56% Notes will mature on July 1, 2002. INTEREST Interest on the Notes will accrue at the annual rate of 8.54% in the case of the Notes due July 1, 2000 and 8.56% in the case of the Notes due July 1, 2002 and will be payable semi-annually on January 1 and July 1 of each year beginning on January 1, 1996, to the investors in whose names the Notes are registered on the record date (December 15 or June 15) immediately preceding the interest payment date. PREPAYMENT The 8.54% Notes may not be prepaid. The principal amount of the 8.56% Notes, together with interest accrued thereon to the date of repayment, may be prepaid at the option of the Company at any time on or after July 1, 2001. CONVERSION RIGHTS The Notes are convertible into Shares at any time prior to maturity or prepayment initially at the conversion price set forth on the cover page of this Prospectus Supplement. The conversion price generally is subject to adjustment in the event of any dividend of Shares, any subdivision or combination of outstanding shares, any issuance of Shares for a consideration less than the then current market price of such Shares and any dividend payable other than from the Company's earnings available for distributions. See also "Conversion Rights" in the accompanying Prospectus. RECENT DEVELOPMENTS During the first six months of 1995, the Company committed $243 million to new real estate investments, of which $172 million was funded. Of these amounts, $126 million was committed and $55 million was funded during the quarter ended June 30, 1995. On July 26, 1995, the Company consummated the sale of $125,000,000 principal amount of 7.375% Notes due July 15, 2000 and $80,000,000 principal amount of 7.60% Notes due July 15, 2001. The Company plans to use the net proceeds from the sale of these Notes to repay indebtedness. USE OF PROCEEDS The Company intends to use the net proceeds from the Offering to repay indebtedness and for general purposes. The indebtedness being repaid bears interest at rates ranging from 10% to 10.86% per annum and matures between December 31, 1995 and December 31, 2001. See also "Use of Proceeds" in the accompanying Prospectus. PLAN OF DISTRIBUTION The Notes are being offered for sale by the Company solely to selected unaffiliated institutional investors purchasing in the ordinary course of business. NatWest and Smith Barney have been retained to act as agents for the Company in connection with the arrangement of such offers and sales on a best efforts basis and may retain one or more sub-placement agents in connection herewith. Definitive prospectuses will be distributed to all investors at or before the time of the closing. The Company and each investor will execute and deliver an agreement relating to the purchase of the S-2 3 Notes (the "Note Agreement") at the time of the closing. Upon receipt of payment for the Notes and satisfaction of all other conditions to closing under the Note Agreement, the Company will deliver the Notes to the investors or their representatives. The Offering will not continue after the closing date. The Company has agreed to pay NatWest and Smith Barney an aggregate of 1.625% of the proceeds to the Company from this Offering and to indemnify NatWest and Smith Barney against certain liabilities, including liabilities under the Securities Act. NatWest and Smith Barney and their respective affiliates have provided, and expect in the future to provide, advisory services to the Company and have acted as placement agent and/or underwriter of several offerings of the Company's equity and debt securities. LEGAL MATTERS The validity of the Notes offered hereby will be passed upon for the Company and the investors by Nutter, McClennen & Fish and for the investors by Chapman and Cutler. In addition, Nutter, McClennen & Fish has passed upon certain federal income tax matters relating to the Company. Certain legal matters will be passed upon for NatWest and Smith Barney by Stroock & Stroock & Lavan. S-3 4 =================================================== =================================================== NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE HEREIN, IN CONNECTION WITH THIS OFFERING AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR SOLICITATION OF AN OFFER TO BUY, ANY OF THESE SECURITIES IN ANY ---------------------------- JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS AT $95,000,000 ANY TIME DOES NOT IMPLY THAT THE INFORMATION IN THE PROSPECTUS IS CORRECT AS OF ANY TIME MEDITRUST SUBSEQUENT TO ITS DATE. CONVERTIBLE SENIOR NOTES --------------------------- ---------------------------- TABLE OF CONTENTS Page ---- PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT Description of Notes . . . . . . . . . . . . S-2 Recent Developments . . . . . . . . . . . . . S-2 Use of Proceeds . . . . . . . . . . . . . . . S-2 Plan of Distribution . . . . . . . . . . . S-2 Legal Matters . . . . . . . . . . . . . . . . S-3 PROSPECTUS Available Information . . . . . . . . . . . . . 2 JULY 28, 1995 Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . 2 The Company . . . . . . . . . . . . . . . . . . 4 Ratio of Earnings to Fixed Charges . . . . . . 6 Use of Proceeds . . . . . . . . . . . . . . . . 6 Description of Shares . . . . . . . . . . . . . 6 Description of Debt Securities . . . . . . . . 8 Description of Securities Warrants . . . . . 15 Plan of Distribution . . . . . . . . . . . . . 19 Legal Matters . . . . . . . . . . . . . . . . . 19 Experts . . . . . . . . . . . . . . . . . . . . 19 =================================================== ===================================================
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