-----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, JZaCvMHF1faIhjDbzFLpxaTWWhqO8NuhnbSK1h46X3N3AaacuVi8FPQ6w3o++4WN W1uecYQdpq28leW/vm7Csg== 0000892569-99-002907.txt : 19991108 0000892569-99-002907.hdr.sgml : 19991108 ACCESSION NUMBER: 0000892569-99-002907 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991104 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991105 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: 99742350 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 1 FORM 8-K DATE OF REPORT: NOVEMBER 4, 1999 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 5, 1999 ================================================================================ 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 4, 1999 ------------------------------------------------- HEALTH CARE PROPERTY INVESTORS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) MARYLAND 001-08895 33-0091377 - --------------------------------- ------------------------ ---------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or organization) Identification Number)
4675 MACARTHUR COURT, 9TH FLOOR NEWPORT BEACH, CALIFORNIA 92660 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (949) 221-0600 ---------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE ------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ 2 ITEM 2. ACQUISITION OF ASSETS. On November 4, 1999, pursuant to an Agreement and Plan of Merger dated as of August 4, 1999 (the "Merger Agreement"), between Health Care Property Investors, Inc., a Maryland corporation ("HCPI") and American Health Properties, Inc., a Delaware corporation ("AHP"), AHP merged with and into HCPI and the separate corporate existence of AHP ceased (the "Merger"). HCPI will continue under the name "Health Care Property Investors, Inc." In the Merger, (i) each issued and outstanding share of common stock, par value $0.01 per share, of AHP ("AHP Common Stock") was converted into 0.78 (the "Exchange Ratio") shares of common stock, par value $1.00 per share, of HCPI ("HCPI Series C Common Stock"), with cash being paid in lieu of fractional shares of AHP Common Stock and (ii) each issued and outstanding share of AHP 8.60% Cumulative Redeemable Preferred Stock, Series B, par value $0.01 per share ("AHP Preferred Stock"), was converted into the right to receive one share of HCPI 8.60% Series C Cumulative Redeemable preferred stock, par value $1.00 per share ("HCPI Preferred Stock"). In addition, HCPI assumed outstanding options to acquire AHP Common Stock as options to acquire HCPI Common Stock, on the same terms as the original option, adjusted to reflect the Exchange Ratio. All deferred directors fees and related dividend equivalent rights of AHP were also assumed by HCPI in the Merger on the same terms as in effect prior to the Merger, with the right to receive AHP Common Stock being converted into the right to receive HCPI Common Stock, as adjusted for the Exchange Ratio. Prior to the Merger, each share of AHP Preferred Stock was represented by depositary shares, each representing a one-one-hundredth interest in a share of AHP Preferred Stock. These depositary shares representing AHP Preferred Stock automatically became depositary shares representing a one-one-hundredth interest in a share of HCPI Series C Preferred Stock. On November 5, 1999, HCPI issued a press release, a copy of which is annexed hereto as Exhibit 99.1 and incorporated herein by reference. Certain of the statements contained in the press release that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. HCPI's actual results may differ materially from those included in the forward-looking statements. Forward-looking statements are typically identified by words or phrases such as "believe," "expect," "anticipate," "intend," "estimate," "are likely to be," and similar expressions. These forward-looking statements involve risks and uncertainties including, but not limited to, the following: changes in general economic conditions, including the performance of financial markets and interest rates; and competitive, regulatory, or tax changes that affect the cost of or demand for HCPI's properties. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired. Not applicable. 3 (b) Pro forma information. Not applicable. (c) Exhibits 99.1 Press Release, dated November 5, 1999, issued by Health Care Property Investors, Inc. 4 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 hereunto duly authorized. HEALTH CARE PROPERTY INVESTORS, INC. By: /s/ EDWARD J. HENNING --------------------------------- Name: Edward J. Henning Title: Senior Vice President, General Counsel and Secretary Dated: November 5, 1999 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------ ----------- 99.1 Press Release, dated November 5, 1999, issued by Health Care Property Investors, Inc.
EX-99.1 2 PRESS RELEASE, DATED NOVEMBER 5, 1999 1 EXHIBIT 99.1 [HEALTH CARE PROPERTY INVESTORS, INC. LETTERHEAD] NEWS RELEASE Contact: Kenneth B. Roath - ------------ James G. Reynolds 949-221-0600; 888-604-1990 HEALTH CARE PROPERTY INVESTORS, INC. ANNOUNCES COMPLETION OF MERGER WITH AMERICAN HEALTH PROPERTIES, INC. AND PREFERRED STOCK DIVIDENDS ON SERIES C PREFERRED STOCK NEWPORT BEACH, CALIFORNIA, November 4, 1999 -- Health Care Property Investors, Inc. (NYSE/HCP) announced that the merger of Health Care Property Investors and American Health Properties was completed today. Shareholders of Health Care Property Investors overwhelmingly approved the Company's merger with American Health Properties with 73 percent of outstanding shares and 98 percent of shares voted cast in favor of the transaction. The shareholders of American Health Properties approved the merger, with 61 percent of outstanding shares and 96 percent of shares voted cast in favor of the merger. In connection with the merger, Health Care Property Investors Inc. issued 4,000,000 8.60% Series C Cumulative Redeemable Preferred Stock Depositary Shares (NYSE/HCP PrC) in exchange for American Health Properties, Inc.'s outstanding 8.60% Series B Cumulative Redeemable Preferred Stock Depositary Shares. Health Care Property Investors, Inc. reported that the Board of Directors declared a cash dividend of $0.5375 per share on the new Series C Preferred Stock Depositary Shares. This dividend will be paid on November 30, 1999 to shareholders of record of the Series C Preferred Stock Depositary Shares as of the close of business on November 15, 1999. Following the November 30, 1999 dividend, the holders of the Series C Preferred Stock Depositary Shares will be entitled to receive dividends at the end of each calendar quarter, on the same schedule as HCPI's outstanding Series A and Series B Cumulative Preferred Stock. Therefore, the Board of Directors also declared a cash dividend of $0.179167 per share on the Series C Preferred Stock payable on December 31, 1999 to holders of record as of the close of business on December 15, 1999. Health Care Property Investors, Inc. is a self-administered equity-oriented real estate investment trust (REIT) that invests in health care facilities throughout the United States. Health Care Property Investors is the nation's largest and most diversified health care REIT. 2 The Company has 424 health care properties across 43 states. Properties include long term care facilities, acute care hospitals, rehabilitation hospitals, assisted living and congregate care facilities, medical office buildings and physician group practice clinics. Acquired properties are generally leased long term to established health care providers. -----END PRIVACY-ENHANCED MESSAGE-----