-----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, UCh8clDdVrYRITQo5x1kJdKg5ppdwL43QNEdi1hzKEQzp6EaqGcHueHBjXkyr+5j unPCC1vA3Pr0sbNopYWjWA== 0000765880-99-000016.txt : 19990309 0000765880-99-000016.hdr.sgml : 19990309 ACCESSION NUMBER: 0000765880-99-000016 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990107 ITEM INFORMATION: FILED AS OF DATE: 19990308 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: 8-K/A SEC ACT: SEC FILE NUMBER: 001-08895 FILM NUMBER: 99559824 BUSINESS ADDRESS: STREET 1: 4675 MACARTHUR COURT 9TH FL 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 8-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 7, 1999 (November 6, 1998) - -------------------------------------------------------------------------- HEALTH CARE PROPERTY INVESTORS, INC. (Exact name of registrant as specified in its charter) - --------------------------------------------------------------------------
Maryland 1-8895 33-0091377 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation of Organization) File Number) Identification No.)
4675 MacArthur Court, 9th Floor Newport Beach, CA 92660 (Address of principal executive offices) (949) 221-0600 (Registrant's telephone number, including area code) ITEM 2. ACQUISITION OF ASSETS During the period from November 6, 1998 through December 23, 1998, Health Care Property Investors, Inc. and its affiliates and subsidiaries (HCPI) acquired from unrelated parties 12 long-term care facilities and 13 medical office buildings in five separate transactions for an aggregate purchase price of approximately $125,348,000. HCPI acquired the long-term care facilities, subject to existing triple-net leases to three separate operators. HCPI acquired the medical office buildings in a trans- action where the seller retains a portion of ownership. The medical office buildings were leased to multiple tenants on a gross or modified gross basis under which HCPI may be responsible for property taxes, repairs and maintenance and/or insurance on those properties. These acquisitions were funded by bank borrowings on HCPI's revolving bank lines of credit, by the assumption of debt, by equity contributed by the seller and by cash on hand. As of January 6, 1999, HCPI has approximately $85,000,000 outstanding on its revolving bank lines of credit.
Facility Acquisition Purchase Facility Name City State Type Beds Units Date Price - ------------------------------------------------------------------------------------------------------------------------ FOUR SEASONS BAD AXE MI LTC 120 0 11/06/98 4,870,000 SEABREEZE CARE CENTER TEXAS CITY TX LTC 107 0 11/06/98 3,025,000 EAGLE HIGHLANDS OUTPATIENT CENTER INDIANAPOLIS IN MOB(1) 0 1 12/04/98 2,508,750 METHODIST MEDICAL PLAZA BROWNSBURG BUILDING BROWNSBURG IN MOB(1) 0 1 12/04/98 1,128,750 METHODIST MEDICAL PLAZA EAST BUILDING INDIANAPOLIS IN MOB(1) 0 1 12/04/98 10,966,750 METHODIST MEDICAL PLAZA GLENDALE BUILDING INDIANAPOLIS IN MOB(1) 0 1 12/04/98 4,064,750 METHODIST MEDICAL PLAZA GREENWOOD BUILDING INDIANAPOLIS IN MOB(1) 0 1 12/04/98 7,627,750 ZIONSVILLE MEDICAL CENTER INDIANAPOLIS IN MOB(1) 0 1 12/04/98 2,082,750 EAGLE HIGHLANDS OFFICE PARK INDIANAPOLIS IN MOB(1) 0 1 12/04/98 3,200,750 EAGLE HIGHLANDS BUSINESS CENTER INDIANAPOLIS IN MOB(1) 0 1 12/04/98 6,475,750 EAGLE HIGHLANDS ACORDIA SENIOR INDIANAPOLIS IN MOB(1) 0 1 12/04/98 2,400,750 EAGLE HIGHLANDS ACORDIA SMALL INDIANAPOLIS IN MOB(1) 0 1 12/04/98 2,700,750 METHODIST MEDICAL PLAZA I INDIANAPOLIS IN MOB(1) 0 1 12/04/98 4,500,750 METHODIST MEDICAL PLAZA II INDIANAPOLIS IN MOB(1) 0 1 12/04/98 6,800,750 METHODIST MEDICAL PLAZA CARMEL INDIANAPOLIS IN MOB(1) 0 1 12/04/98 13,700,750 MOUNTAIN VIEW CHRISTIAN HOME HILLSDALE PA LTC 89 0 12/23/98 3,293,000 BROOKVIEW MANOR INDIANAPOLIS IN LTC 144 0 12/23/98 2,400,000 NORTH WILLOW CENTER INDIANAPOLIS IN LTC 208 0 12/23/98 7,800,000 CONTINENTAL CONVALESCENT CENTER INDIANAPOLIS IN LTC 54 0 12/23/98 2,000,000 CHURCHMAN MANOR INDIANAPOLIS IN LTC 118 0 12/23/98 2,400,000 GREENBRIAR MANOR INDIANAPOLIS IN LTC 150 0 12/23/98 6,000,000 BRANDYWINE MANOR GREENFIELD IN LTC 132 0 12/23/98 3,400,000 ROLLING HILLS CONVALESCENT CENTER ANDERSON IN LTC 166 0 12/23/98 8,000,000 THREE RIVERS CENTER FORT WAYNE IN LTC 144 0 12/23/98 3,500,000 MAPLEWOOD MANOR TERRE HAUTE IN LTC 249 0 12/23/98 10,500,000 ---- --- ------------ 1681 13 125,347,750 ---- --- ------------
- ---------------------------- (1) The medical office buildings encompass approximately 687,000 square feet. Management believes these acquisitions are consistent with HCPI's historical business strategy of acquiring and concurrently leasing health care facilities. In assessing the facilities, HCPI considered the type, location, age, design and physical condition of the facilities acquired, as well as historical, if applicable, and projected operating results of the health care operations conducted at the facilities. Additionally, HCPI considers the operating ability, financial condition and reputation of the operators to which the acquired facilities are to be leased. HCPI, after reasonable inquiry, is not aware of any material factors that would cause the financial information reported not to be necessarily indicative of future operating results, although no assurance can be given by HCPI regarding actual future operating results. HCPI intends to continue the current use of each property. Acquisitions of long-term care facilities and of medical office buildings where the seller has retained a portion of the ownership are to be reported under Rule 3-05 of Regulation S-X. The acquisitions reported herein are not "significant acquisitions" either individually or in the aggregate under that Rule. Therefore neither audited historical financial statements nor pro forma financial information concerning these properties will be required to be provided in Item 7 of a future Report on Form 8-K/A. 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 thereunto duly authorized. Date: March 8, 1999 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) -----END PRIVACY-ENHANCED MESSAGE-----