-----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, GmoquW3VTroJP6oI0IPnk9QwF+hk9s0DdBBKC9EQnsJJU4it6kuyMq1nwpCIVfxH M6xag7dRmHnv0PoWdwTERA== 0000765880-98-000039.txt : 19981106 0000765880-98-000039.hdr.sgml : 19981106 ACCESSION NUMBER: 0000765880-98-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981105 ITEM INFORMATION: FILED AS OF DATE: 19981105 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 SEC ACT: SEC FILE NUMBER: 001-08895 FILM NUMBER: 98738748 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 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 5, 1998 (June 30, 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 June 30,1998 through October 30, 1998, Health Care Property Investors, Inc. and its affiliates and subsidiaries (the "Company") acquired from unrelated parties ten long-term care facilities ("LTCs"), six clinics ("CLNs"), four assisted living facilities ("ALFs") and two medical office buildings ("MOBs") in 16 separate transactions at an aggregate purchase price of approximately $108,300,000, comprised of $103,900,000 of acquisitions, and $4,400,000 of equity investments. Four of the LTC facilities are accounted for as equity investments in unconsolidated joint ventures on the Company's books. The Company provided the capital and mortgage loans to the foregoing joint ventures, and has an 80% equity interest in the joint ventures, but does not have voting rights or control over the management of the joint venture. The purchase price on these facilities includes only the equity capital invested by the Company and does not include the mortgage loans receivable. The ALF and LTC facilities and two of the clinics were, concurently with their acquisition, leased on a triple-net basis to ten different operators under terms generally similar to the Company's existing leases. The MOBs and four clinics were leased to multiple tenants on a gross or modified gross basis under which the Company may be responsible for property taxes, repairs and maintenance and/or insurance on those properties. Each transaction was initially funded by bank borrowings on the Company's revolving bank lines of credit and by cash on hand. The Company repaid approximately $65 million on its revolving bank lines of credit with the proceeds of a preferred stock offering during September 1998.
Facility ACQUISITION PURCHASE Facility Name City State Type Beds Units Date Price - ------------------------------------------------------------------------------------------------------------------------------ Gulfcoast Manor Port Richey FL ALF 91 06/30/98 1,909,887 Westbrooke Manor Zephyrhills FL ALF 80 06/30/98 3,191,599 Eastbrooke Gardens Casselberry FL ALF 42 06/30/98 2,507,627 Rexburg Nursing Center Rexburg ID LTC 119 07/14/98 5,507,780 Washington Terrace Ogden UT LTC 120 07/14/98 4,934,640 Memphis Clinic Memphis TN CLN (1) 07/24/98 1,701,300 910 Medical Place Minneapolis MN MOB (1) 07/27/98 9,800,000 Franklin Nursing Home Franklin LA LTC(2) 152 07/31/98 1,311,000 St. Mary's Nursing Home Morgan City LA LTC(2) 88 07/31/98 760,000 Sunset Estates Shawnee OK LTC 92 08/13/98 2,936,800 Austin I - Clinic South Austin TX CLN (1) 08/14/98 2,294,460 Austin II - Clinic North Austin TX CLN (1) 08/14/98 5,846,880 Chancellor Lodi Lodi CA ALF 76 08/21/98 6,465,000 Balmoral Care Center Tucson AZ LTC(2) 112 09/01/98 1,190,000 Westhaven Nursing Home Stillwater OK LTC 125 09/01/98 2,250,000 Rosewood Nursing Home Stillwater OK LTC 104 09/01/98 2,080,000 Chesterfield Clinic Chesterfield VA CLN (1) 09/03/98 2,400,000 Medical Arts Convalescent Hospital Perris CA LTC(2) 109 10/02/98 1,157,000 Lake Ellenor Clinic Orlando FL CLN (1) 10/02/98 2,700,000 The Westchester Creek Bronx NY MOB (1) 10/15/98 20,100,000 Mercy Med Clinic Sacramento CA CLN (1) 10/21/98 25,000,000 Country Club Manor Amarillo TX LTC 102 10/30/98 2,225,000
- ---------------------------- (1) The clinics encompass approximately 181,400 square feet and the medical office buildings encompass approximately 145,600 square feet. (2) These properties are owned by unconsolidated joint ventures. The amount included in the purchase price represents HCPI's capital investment in the joint venture and does not include any mortgage loans receivable from the joint venture. The Company believes these acquisitions are consistent with the Company's historical business strategy of acquiring and concurrently leasing health care facilities. In assessing the facilities, the Company 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, the Company considers the operating ability, financial condition and reputation of the operator to which the acquired facilities are to be leased. The Company, 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 the Company regarding actual future operating results. The Company intends to continue the current use of each property. Although no single acquisition is considered a "significant acquisition" pursuant to the rules governing the reporting of transactions on Form 8-K and under Rule 3-14 of Regulation S-X, these acquisitions in the aggregate, may be considered to be material in nature. Certain audited pro forma financial information concerning these properties will be provided in Item 7 of a future Report on Form 8-K/A to be filed within 60 days. 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: November 5, 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) -----END PRIVACY-ENHANCED MESSAGE-----