-----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, CD1ChxIPKrGb7nhwkMYVuGGY2yNzuZQv2Vr6L0vVEJuELovHdVVQX+XO7QZfFGkd N2RkqLYQFmesVEYSlXhy8A== 0000765880-98-000029.txt : 19980723 0000765880-98-000029.hdr.sgml : 19980723 ACCESSION NUMBER: 0000765880-98-000029 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980722 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH CARE PROPERTY INVESTORS INC CENTRAL INDEX KEY: 0000765880 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330091377 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-08895 FILM NUMBER: 98669612 BUSINESS ADDRESS: STREET 1: 4675 MACARTHUR COURT STREET 2: SUITE 900 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9492210600 MAIL ADDRESS: STREET 1: 4675 MACARTHUR COURT STREET 2: SUITE 900 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 2 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1997 Commission File Number 1-8895 HEALTH CARE PROPERTY INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 33-0091377 (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification No.) 4675 MacArthur Court, Suite 900 Newport Beach, California 92660 (Address of principal executive offices) Registrant's telephone number: (714) 221-0600 ------------------------------ Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- ----------------------- Common Stock* New York Stock Exchange 7-7/8% Series A Cumulative Redeemable Preferred Stock New York Stock Exchange *The Common Stock has stock purchase rights attached which are registered pursuant to Section 12(b) of the Act and listed on the New York Stock Exchange. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of March 19, 1998 there were 30,246,169 shares of Common Stock outstanding. The aggregate market value of the shares of Common Stock held by non-affiliates of the registrant, based on the closing price of these shares on March 19, 1998 on the New York Stock Exchange, was approximately $1,073,107,000. Portions of the definitive Proxy Statement for the registrant's 1998 Annual Meeting of Stockholders have been incorporated by reference into Part III of this Report. PART IV Item 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K a) Financial Statements: 1) Report of Independent Public Accountants 2) Financial Statements Consolidated Balance Sheets - December 31, 1997 and 1996 Consolidated Statements of Income - for the years ended December 31, 1997, 1996 and 1995 Consolidated Statements of Stockholders' Equity - for the years ended December 31, 1997, 1996 and 1995 Consolidated Statements of Cash Flows - for the years ended December 31, 1997,1996 and 1995 Notes to Consolidated Financial Statements Note - All schedules have been omitted because the required information is presented in the financial statements and the related notes or because the schedules are not applicable. b) Reports on Form 8-K: On December 5, 1997, the Company filed a Report on Form 8-K with the Securities and Exchange Commission regarding the acquisition of assets with an aggregate purchase price of $103.5 million as required under Rule 3-14 of Regulation S-X. On December 15, 1997, the Company filed a Report on Form 8-K with the Securities and Exchange Commission regarding the Purchase Agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith, Inc., BT Alex. Brown and EVEREN Securities, Inc., pursuant to which the Company agreed to issue and sell up to 1,437,500 shares of the Company's Common Stock. c) Exhibits: 3.1 Articles of Restatement of the Company./1 3.2 Amendment and Restated Bylaws of the Company./2 3.3 Articles Supplementary of the Company Classifying 2,760,000 Shares of 7-7/8% Series A Cumulative Redeemable Preferred Stock./3 4.1 Rights Agreement, dated as of July 5, 1990, between the Company and Manufacturers Hanover Trust Company of California, as Rights Agent./4 4.2 Indenture dated as of September 1, 1993 between the Company and The Bank of New York, as Trustee, with respect to the Series B Medium Term Notes and the Senior Notes due 2006. /5 4.3 Indenture dated as of April 1, 1989 between the Company and The Bank of New York for Debt Securities. /6 4.4 Form of Fixed Rate Note. /6 4.5 Form of Floating Rate Note. /6 4.6 Registration Rights Agreement dated November 21, 1997 between the Company and Cambridge Medical Center of San Diego, LLC. 10.1 Amendment No. 1, dated as of May 30, 1985, to Partnership Agreement of Health Care Property Partners, a California general partnership ("HCPP"), the general partners of which consist of the Company and certain affiliates of Tenet Healthcare Corporation ("Tenet"). /7 10.2 Amended and Restated Limited Liability Company Agreement dated November 21, 1997 of Cambridge Medical Properties, LLC. 10.3 Health Care Property Investors, Inc. Second Amended and Restated Directors Stock Incentive Plan. /8* 10.4 Health Care Property Investors, Inc. Second Amended and Restated Stock Incentive Plan. /8* 10.5 Health Care Property Investors, Inc. Second Amended and Restated Directors Deferred Compensation Plan. /9* 10.6 Employment Agreement dated April 28, 1988 between the Company and Kenneth B. Roath. /10* 10.7 First Amendment to Employment Agreement dated February 1, 1990 between the Company and Kenneth B. Roath. /11* 10.8 Health Care Property Investors, Inc. Executive Retirement Plan. /12* 10.9 Amendment No. 1 to Health Care Property Investors, Inc. Executive Retirement Plan. /13* 10.10 Revolving Credit Agreement dated as of October 22, 1997 among Health Care Property Investors, Inc., the banks named therein and The Bank of New York. /14 10.11 $50,000,000 Revolving Credit Agreement dated as of October 22, 1997 among Health Care Property Investors, Inc., the banks named therein and The Bank of New York. /14 10.12 Stock Transfer Agency Agreement between Health Care Property Investors, Inc. and The Bank of New York dated as of July 1, 1996. /15 21.1 List of Subsidiaries. 23.1 Consent of Independent Public Accountants. 27.1 Financial Data Schedule. 27.2 Restated Financial Data Schedules. 1. This exhibit is incorporated by reference to exhibit 3.1 in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. 2. This exhibit is incorporated by reference to the exhibit numbered 3(ii) in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1996. 3. This exhibit is incorporated by reference to the Company's Form 8-A (file no. 001-08895) filed with the Commission on September 25, 1997. 4. This exhibit is incorporated by reference to exhibit 1 to the Company's Form 8-A filed with the Commission on July 17, 1990. 5. This exhibit is incorporated by reference to exhibit 4.1 to the Company's Registration Statement on Form S-3 dated September 9, 1993. 6. These exhibits are incorporated by reference to exhibits 4.1, 4.2 and 4.3, respectively, in the Company's Registration Statement on Form S-3 dated March 20, 1989. 7. This exhibit is incorporated by reference to exhibit 10.1 in the Company's Annual Report on Form 10-K for the year ended December 31, 1985. 8. These exhibits are incorporated by reference to exhibits 10.43 and 10.44, respectively, in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1997 which are incorporated by reference to the Company's Proxy Statement dated March 21, 1997. 9. This exhibit is incorporated by reference to exhibit number 10.45 filed as part of the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997. 10. This exhibit is incorporated by reference to exhibit 10.27 in the Company's Annual Report on Form 10-K for the year ended December 31, 1988. 11. This exhibit is incorporated by reference to Appendix B of the Company's Annual Report on Form 10-K for the year ended December 31, 1990. 12. This exhibit is incorporated by reference to exhibit 10.28 in the Company's Annual Report on Form 10-K for the year ended December 31, 1987. 13. This exhibit is incorporated by reference to exhibit 10.39 in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. 14. These exhibits are incorporated by reference to exhibit numbers 10.37 and 10.38, respectively, filed as part of the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997. 15. This exhibit is incorporated by reference to exhibit 10.40 in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1996. * Management Contract or Compensatory Plan or Arrangement. For the purposes of complying with the amendments to the rules governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into registrant's Registration Statement on Form S-8 Nos. 33-28483 (filed May 11, 1989): Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, 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 Securities Act of 1933 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 director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, 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 expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: July 22, 1998 HEALTH CARE PROPERTY INVESTORS, INC. (Registrant) /s/ James G. Reynolds ---------------------------------- James G. Reynolds Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Devasis Ghose --------------------------------- Devasis Ghose Senior Vice President-Finance and Treasurer (Principal Accounting Officer) EX-27.2 2
5 RESTATED FINANCIAL DATA SCHEDULES. 0000765880 HEALTH CARE PROPERTY INVESTORS, INC. 1,000 YEAR YEAR 3-MOS 6-MOS 9-MOS DEC-31-1995 DEC-31-1996 DEC-31-1997 DEC-31-1997 DEC-31-1997 DEC-31-1995 DEC-31-1996 MAR-31-1997 JUN-30-1997 SEP-30-1997 2,000 2,811 10,862 3,356 3,020 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 649,977 771,594 783,796 845,432 862,155 121,983 147,860 154,065 159,596 165,329 667,831 753,653 767,557 816,589 827,089 0 0 0 0 0 299,084 379,504 389,139 443,265 393,627 0 0 0 0 0 0 0 0 0 57,810 28,574 28,678 28,708 28,714 28,727 310,886 308,128 309,064 307,124 305,134 667,831 753,653 767,557 816,589 827,089 0 0 0 0 0 105,696 120,393 30,867 62,618 94,925 0 0 0 0 0 23,607 26,525 7,252 14,556 21,922 6,034 6,826 1,781 3,636 5,511 0 0 0 0 0 19,339 26,401 6,762 13,960 21,407 80,266 60,641 17,119 32,513 48,132 0 0 0 0 0 80,266 60,641 17,119 32,513 48,132 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 80,266 60,641 17,119 32,513 48,132 2.83 2.12 0.60 1.13 1.67 2.78 2.10 0.59 1.12 1.66
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