-----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, Eo4vI09/QSoAc627ShbeZWLpq5Nf7Auij5lgUvqLNyMtM3u+SSdWxJId2bTU+i1W r371frHDBIV+hsOXfVo1xw== 0000950135-96-001478.txt : 19960326 0000950135-96-001478.hdr.sgml : 19960326 ACCESSION NUMBER: 0000950135-96-001478 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960325 EFFECTIVENESS DATE: 19960413 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01935 FILM NUMBER: 96537992 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 S-8 1 MEDITRUST 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 1996 REGISTRATION NO. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- MEDITRUST (EXACT NAME OF REGISTRANT AS SPECIFIED IN GOVERNING INSTRUMENTS) MASSACHUSETTS 04-6532031 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 197 FIRST AVENUE NEEDHAM HEIGHTS, MASSACHUSETTS 02194 (617) 433-6000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) AGREEMENT DATED AS OF MARCH 8, 1996 BETWEEN MEDITRUST AND ROBERT CATALDO (FULL TITLE OF THE PLAN) ---------- ABRAHAM D. GOSMAN CHAIRMAN AND CHIEF EXECUTIVE OFFICER MEDITRUST 197 FIRST AVENUE NEEDHAM HEIGHTS, MASSACHUSETTS 02194 (617) 433-6000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES OF COMMUNICATIONS TO: MICHAEL J. BOHNEN, ESQUIRE NUTTER, MCCLENNEN & FISH, LLP ONE INTERNATIONAL PLACE BOSTON, MA 02110-2699 (617) 439-2000 2 CALCULATION OF REGISTRATION FEE
============================================================================================================= TITLE OF EACH CLASS AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF OF SECURITIES BEING REGISTERED MAXIMUM OFFERING MAXIMUM REGISTRATION FEE REGISTERED PRICE PER UNIT (1) AGGREGATE OFFERING (1) PRICE (1) - ------------------------------------------------------------------------------------------------------------- SHARES OF BENEFICIAL INTEREST, 7,435 SHARES $33.625 $250,001.875 $86.21 WITHOUT PAR VALUE ============================================================================================================= (1) DETERMINED PURSUANT TO RULE 457(h) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE. BASED UPON THE CLOSING PRICE REPORTED FOR SHARES OF BENEFICIAL INTEREST ON THE NEW YORK STOCK EXCHANGE COMPOSITE TAPE ON MARCH 8, 1996, WHICH IS THE DATE ON WHICH MR. CATALDO BECAME ENTITLED TO THE 7,435 SHARES REGISTERED HEREBY UNDER THE AGREEMENT DATED AS OF MARCH 8, 1996 BETWEEN MEDITRUST AND MR. CATALDO.
3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. --------------------------------------- Meditrust (the "Company") hereby incorporates by reference in this Registration Statement the following documents and information heretofore filed with the Securities and Exchange Commission (the "Commission"): (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 and Amendment No.1 thereto dated February 29, 1996, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) The Company Current Report on Form 8-K dated January 29, 1996; (c) The description of the Company's shares of beneficial interest contained in the Company's Registration Statement on Form 8-A, dated March 4, 1992, as amended, pursuant to Section 12 of the Exchange Act. (d) The discussion of Federal income tax treatment of the Company and its shareholders which is contained in the Company's Current Report on Form 8-K dated March 4, 1992, as amended by the Company's Form 8-K/A dated March 20, 1996, and any other amendment or report filed for the purpose of updating such discussion. All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the termination of the offering of the securities registered hereunder, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. ------------------------- Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. -------------------------------------- Not applicable. 4 ITEM 6. INDEMNIFICATION OF TRUSTEES AND OFFICERS. ---------------------------------------- The Declaration of Trust of the Company provides for indemnification of the trustees and officers of the Company against expense or liability in any action arising out of such persons' activities on behalf of the Company, except to the extent arising from such persons' misconduct or negligence. The Company currently maintains director and officer liability insurance which protects its trustees and officers against certain liabilities incurred in serving in such capacities with specific exceptions. ITEM 7. EXEMPTION FROM REGISTRATION. --------------------------- Not applicable. ITEM 8. EXHIBITS. -------- The following is a list of exhibits filed as part of this Registration Statement (numbering corresponds to numbering in Item 601 of Regulation S-K).
Exhibit Description No. ----------- - ------- 4.1 Restated Declaration of Trust, as amended, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated July 21, 1994 4.2 By-laws, as amended, incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 5 Opinion letter of Nutter, McClennen & Fish, LLP 10 Agreement dated as of March 8, 1996 between the Company and Robert Cataldo 23.1 Consent of Nutter, McClennen & Fish, LLP (included in Exhibit 5) 23.2 Consent of Coopers & Lybrand L.L.P.
ITEM 9. UNDERTAKINGS. ------------ (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: II-2 5 (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. II-3 6 (d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the registrant pursuant to the provisions of the registrant's Restated Declaration of Trust and By-laws, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a trustee, officer or a controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy, as expressed in the Act, and will be governed by the final adjudication of such issue. II-4 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Needham, Commonwealth of Massachusetts as of March 22, 1996. MEDITRUST By: /s/ Abraham D. Gosman ------------------------------------------- Abraham D. Gosman, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and as of the dates indicated. KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Abraham D. Gosman, David F. Benson, Michael S. Benjamin, Michael J. Bohnen and Paul R. Eklund, and each of them singly, his attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign this registration statement and any amendments hereto, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority or body, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with this registration statement, as fully as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Signature Title Date - --------- ----- ---- /s/ Abraham D. Gosman Chairman of the March 22, 1996 - ------------------------------------ Board and Chief Abraham D. Gosman Executive Officer (Principal Executive Officer) /s/ Lisa P. McAlister Chief Financial Officer March 22, 1996 - ------------------------------------ and Treasurer Lisa P. McAlister (Principal Financial and Accounting Officer) /s/ David F. Benson President March 22, 1996 - ------------------------------------ and Trustee David F. Benson
II-5 8
/s/ Edward W. Brooke Trustee March 22, 1996 - ------------------------------------ Edward W. Brooke /s/ Robert Cataldo Trustee March 22, 1996 - ------------------------------------ Robert Cataldo ____________________________________ Trustee March __, 1996 Philip L. Lowe ____________________________________ Trustee March __, 1996 Thomas J. Magovern /s/ Gerald Tsai, Jr. Trustee March 22, 1996 - ------------------------------------ Gerald Tsai, Jr. ____________________________________ Trustee March __, 1996 Frederick W. Zuckerman
II-6 EX-5 2 OPINION LETTER OF NUTTER,MCCLENNEN & FISH 1 NUTTER, McCLENNEN & FISH, LLP EXHIBIT 5 ATTORNEYS AT LAW ONE INTERNATIONAL PLACE BOSTON, MASSACHUSETTS 02110-2699 TELEPHONE: 617 439-2000 FACSIMILE: 617 973-9748 CAPE COD OFFICE DIRECT DIAL NUMBER HYANNIS, MASSACHUSETTS March 22, 1996 12742-398 Meditrust 197 First Avenue Needham, MA 02194 Gentlemen: Reference is made to the Registration Statement on Form S-8 (the "Registration Statement"), which Meditrust, a Massachusetts business trust (the "Company"), has filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), with respect to 7,435 shares of beneficial interest, without par value (the "Shares"), of the Company issuable pursuant to that certain Agreement dated as of March 8, 1996 between the Company and Robert Cataldo (the "Agreement"). We have acted as counsel for the Company in connection with the Registration Statement and are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, registration, sale and issuance of the Shares. We have examined the Restated Declaration of Trust and By-laws of the Company and all amendments thereto, and certificates of public officials and such other documents, records and materials as we have deemed necessary in connection with this opinion letter. Based upon the foregoing, and in reliance upon information from time to time furnished to us by the Company's officers, trustees and agents, we are of the opinion that, upon issuance in compliance with the terms of the Agreement, the Shares will be duly and validly issued, fully paid and non-assessable. We understand that this opinion letter is to be used in connection with the Registration Statement as finally amended, and hereby consent to the filing of this opinion letter with and as a part of the Registration Statement as so amended. It is understood that this opinion letter is to be used in connection with the offer and sale of the Shares only while the 2 NUTTER, McCLENNEN & FISH, LLP Meditrust March 22, 1996 Page 2 Registration Statement, as it may be amended from time to time as contemplated by Section 10(a)(3) of the Securities Act, is effective under the Securities Act. Very truly yours, Nutter, McClennen & Fish, LLP PRE/DGK/dmp EX-10 3 AGREEMENT WITH ROBERT CATALDO 1 EXHIBIT 10 AGREEMENT THIS AGREEMENT is entered into as of the 8th day of March, 1996 by and between Meditrust, a Massachusetts business trust, and Robert Cataldo of Lexington, Massachusetts ("Mr. Cataldo"). W I T N E S S E T H: WHEREAS, Mr. Cataldo is a trustee of Meditrust and has performed extensive services to Meditrust relating to (a) the restructuring and/or workout of loans and sale/leaseback transactions entered into by Meditrust and/or its subsidiaries and various entities owned or controlled by Charles F. Brennick and/or his relatives and affiliates and (b) all transactions and issues relating thereto including, without limitation, the Highwatch and Wisconsin transactions, the Towers Financial Corporation litigation and the so-called "RSNY" transactions (collectively, the "Transactions"); and WHEREAS, Meditrust desires to compensate Mr. Cataldo for said services. NOW, THEREFORE, the parties hereby act and agree as follows: 1. Meditrust has on this day issued to Mr. Cataldo 7,435 shares of beneficial interest of Meditrust as payment in full for all services rendered, or to be rendered, by Mr. Cataldo in the future relating to the Transactions. 2. Mr. Cataldo, for himself, his heirs and assigns, hereby forever releases, remises and discharges Meditrust, its subsidiaries and all of their agents, officers, trustees, directors, shareholders, employees and successors (collectively, the "Meditrust Entities"), from any and all claims for payments of any kind, including without limitation, 2 compensation, costs, fees or expenses arising out of any past or future services rendered by Mr. Cataldo to the Meditrust Entities in connection with or relating to the Transactions. 3. The Declaration of Trust establishing Meditrust, dated August 6, 1985, as amended (the "Declaration"), a copy of which is duly filed in the Office of the Secretary of State of the Commonwealth of Massachusetts, provides that the name "Meditrust" refers to the Trustees under the Declaration collectively as Trustees, but not individually or personally; and that no trustee, officer, shareholder, employee or agent of Meditrust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against Meditrust. All persons dealing with the company, in any way, shall look only to the assets of Meditrust for the payment of any sum or the performance of any obligation. WITNESS the execution hereof under seal as of the day and year first above written. MEDITRUST SEAL By: /s/ David F. Benson ---------------------------- Its: President SEAL /s/ Robert Cataldo ------------------------------- Robert Cataldo -2- EX-23.2 4 CONSENT OF COOPERS & LYBRAND L.L.P. 1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Meditrust on Form S-8 dated March 22, 1996 of our reports dated January 29, 1996 on our audits of the consolidated financial statements and financial statement schedules of Meditrust as of December 31, 1995 and 1994 and for the years ended December 31, 1995, 1994 and 1993, which reports are included or incorporated by reference in the Meditrust Annual Report on Form 10-K dated February 29, 1996. Our report on the 1995 consolidated financial statements of Meditrust appears in Meditrust's Current Report on Form 8-K dated January 29, 1996. Coopers & Lybrand L.L.P. Boston, Massachusetts March 22, 1996 -----END PRIVACY-ENHANCED MESSAGE-----