-----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, APXteKMXpaX7XuFjEmRmtGr3M2O8AfkOqigENVFBE3XJuMjwNP1PRyZzL+CTR/NP 5d6iqeMed/sXTsgfAFU8Eg== 0000898430-95-002091.txt : 19951031 0000898430-95-002091.hdr.sgml : 19951031 ACCESSION NUMBER: 0000898430-95-002091 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951030 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: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-62811 FILM NUMBER: 95585624 BUSINESS ADDRESS: STREET 1: 10990 WILSHIRE BLVD STE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 3104731990 S-3/A 1 AMEND. NO 2 TO FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1995 REGISTRATION NO. 33-62811 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- HEALTH CARE PROPERTY INVESTORS, INC. (Exact name of registrant as specified in its charter) MARYLAND 33-0091377 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 10990 WILSHIRE BOULEVARD, SUITE 1200 LOS ANGELES, CALIFORNIA 90024 (310) 473-1990 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) -------------- KENNETH B. ROATH CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER 10990 WILSHIRE BOULEVARD, SUITE 1200 LOS ANGELES, CALIFORNIA 90024 (310) 473-1990 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------- COPIES TO: PAMELA B. KELLY, ESQ. PAUL C. PRINGLE, ESQ. LATHAM & WATKINS BROWN & WOOD 633 WEST FIFTH STREET, SUITE 4000 555 CALIFORNIA STREET LOS ANGELES, CALIFORNIA 90071-2007 SAN FRANCISCO, CALIFORNIA 94104 (213) 485-1234 (415) 398-3909 -------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement as determined by market conditions. -------------- If the only securities being registered on this Form are being offered pursuant to a dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest investment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [X] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTERED(1) REGISTERED OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE(2) REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------- Debt Securities, Pre- ferred Stock, Common Stock and Rights...... (3) (3) $200,000,000 $68,966(4)
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. (1) This Registration Statement also covers delayed delivery contracts which may be issued by the Registrant under which the counterparty may be required to purchase Debt Securities, Preferred Stock or Common Stock. Such contracts would be issued with the Debt Securities, Preferred Stock and/or Common Stock. (2) In no event will the aggregate maximum offering price of all securities issued pursuant to this Registration Statement exceed $200,000,000. (3) Not applicable pursuant to General Instructions II.D of Form S-3 under the Securities Act of 1933, as amended. (4) The Registrant paid the registration fee with its initial filing on September 21, 1995. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The estimated expenses, other than underwriting discounts and commissions, in connection with this offering are estimated as follows: SEC Registration Fee........................................... $ 68,966 Blue Sky fees and expense...................................... 20,000 Printing and shipping expenses................................. 150,000 Legal fees and expenses........................................ 200,000 Accounting fees and expenses................................... 60,000 Transfer agent or trustee fees................................. 10,000 Listing Fees................................................... 50,000 Miscellaneous.................................................. 50,000 -------- Total........................................................ $608,966 ========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Charter Documents limit the liability of the Company's directors and officers to the Company and its shareholders to the fullest extent permitted by the laws of the State of Maryland. Maryland law presently permits the liability of directors and officers to a corporation or its shareholders for money damages to be limited, except (i) to the extent that it is proved that the director or officer actually received an improper benefit or profit or (ii) if the judgment or other final adjudication is entered in a proceeding based on a finding that the directors or officers action, or failure to act, was a result of active or deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. The provisions of the Charter Documents do not limit the ability of the Company or its shareholders to obtain other relief, such as injunction or recision. The Charter Documents provide for indemnification of directors and officers to the full extent permitted by the laws of the State of Maryland. Article X of the Company's Amended and Restated By-Laws (the "By-Laws") provides that the Company shall indemnify and hold harmless, in the manner and to the fullest extent permitted by law, any person who is or was a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Company, or, as a director or officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, partner, member, agent or employee of another corporation, partnership, limited liability company, association, joint venture, trust, benefit plan or other enterprise. Article X of the By-Laws further provides that the Company may, with the approval of the Board of Directors, provide such indemnification and advancement of expenses as set forth in the above paragraph to agents and employees of the Company. Section 2-418 of the Maryland General Corporation Law generally permits indemnification of any director or officer made a party to any proceedings by reason of service as a director or officer unless it is established that (i) the act or omission of such person was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; or (ii) such person actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, such person had reasonable cause to believe that the act or omission was unlawful. The indemnity may include judgments, penalties, fines, settlements and reasonable expenses actually incurred by the director or officer in connection with the proceeding; provided, however, that if the proceeding is one by, or in the right of the II-1 corporation, indemnification is not permitted with respect to any proceeding in which the director or officer has been adjudged to be liable to the corporation. In addition, a director or officer may not be indemnified with respect to any proceeding charging improper personal benefit to the director or officer adjudged to be liable on the basis that personal benefit was improperly received. The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent creates a rebuttable presumption that the director or officer did not meet the requisite standard of conduct required for permitted indemnification. The termination of any proceeding by judgment, order or settlement, however, does not create a presumption that the director or officer failed to meet the requisite standard of conduct for permitted indemnification. The Company has provided for the benefit of its directors and officers, a Directors and Officers Liability Policy. ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION ------- ----------- 1.1 Form of Distribution Agreement for Medium Term Notes.* 1.2 Form of Purchase Agreement for Notes.* 1.3 Form of Purchase Agreement for Common Stock.* 1.4 Form of Purchase Agreement for Preferred Stock.* 4.1 Articles of Restatement of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994). 4.2 Rights Agreement, dated as of July 5, 1990, between the Company and Manufacturers Hanover Trust Company of California, as Rights Agent (incorporated herein by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A filed with the Commission on July 17, 1990). 4.3 Indenture dated as of September 1, 1993 between the Company and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated September 9, 1993). 4.4 Indenture dated as of April 1, 1989 between the Company and the Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 dated March 20, 1989). 5.1 Opinion of Latham & Watkins as to the validity of the Securities. 8.1 Opinion of Latham & Watkins re: tax matters.+ 12.1 Statement re: Computation of Ratio of Earnings to Fixed Charges.+ 23.1 Consent of Arthur Andersen LLP (contained on page II-5). 23.2 Consent of Latham & Watkins (included in Exhibit 5.1). 23.3 Consent of Latham & Watkins (included in Exhibit 8.1).+ 24.1 Power of Attorney.+ 25.1 Statement of Eligibility and Qualification on Form T-1.+
- -------- * To be filed by amendment or incorporated by reference in connection with the offering of Securities. + Previously filed. ITEM 17. 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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (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 II-2 Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set for the in the "Calculation of Registration Fee" table in the effective registration statement; (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, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act 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, each filing the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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) Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 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 as expressed in the Securities Act and will be governed by the final adjudication of such issue. (d) The undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (the "TIA") in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the TIA. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 30th day of October, 1995. HEALTH CARE PROPERTY INVESTORS, INC. By: /s/ Kenneth B. Roath ----------------------------------- Kenneth B. Roath Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
SIGNATURES TITLE DATE ---------- ----- ---- /s/ Kenneth B. Roath Chairman, President, Chief - ------------------------------------ Executive Officer and October 30, 1995 Kenneth B. Roath Director (Principal Executive Officer) * Executive Vice President and - ------------------------------------ Chief Financial Officer October 30, 1995 James G. Reynolds (Principal Financial Officer) * Senior Vice President and - ------------------------------------ Treasurer (Principal October 30, 1995 Devasis Ghose Accounting Officer) * - ------------------------------------ Director October 30, 1995 Paul V. Colony * - ------------------------------------ Director October 30, 1995 Robert R. Fanning, Jr. * - ------------------------------------ Director October 30, 1995 Michael D. McKee * - ------------------------------------ Director October 30, 1995 Orville E. Melby * - ------------------------------------ Director October 30, 1995 Harold M. Messmer, Jr. * - ------------------------------------ Director October 30, 1995 Peter L. Rhein * Power of Attorney by /s/ Kenneth B. Roath - ------------------------------------ Kenneth B. Roath Chairman, President and Chief Executive Officer
II-4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report dated January 12, 1995 (except with respect to the matters discussed in Note 12 to the financial statements, as to which the date is March 13, 1995) and to all references to our firm included in or made a part of this registration statement. ARTHUR ANDERSEN LLP Los Angeles, California October 30, 1995 II-5 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGE ------- ----------- ------------ 1.1 Form of Distribution Agreement for Medium Term Notes.* 1.2 Form of Purchase Agreement for Notes.* 1.3 Form of Purchase Agreement for Common Stock.* 1.4 Form of Purchase Agreement for Preferred Stock.* 4.1 Articles of Restatement of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994). 4.2 Rights Agreement, dated as of July 5, 1990, between the Company and Manufacturers Hanover Trust Company of California, as Rights Agent (incorporated herein by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A filed with the Commission on July 17, 1990). 4.3 Indenture dated as of September 1, 1993 between the Company and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated September 9, 1993). 4.4 Indenture dated as of April 1, 1989 between the Company and the Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 dated March 20, 1989). 5.1 Opinion of Latham & Watkins as to the validity of the Securities. 8.1 Opinion of Latham & Watkins re: tax matters.+ 12.1 Statement re: Computation of Ratio of Earnings to Fixed Charges.+ 23.1 Consent of Arthur Andersen LLP (contained on page II-5). 23.2 Consent of Latham & Watkins (included in Exhibit 5.1). 23.3 Consent of Latham & Watkins (included in Exhibit 8.1).+ 24.1 Power of Attorney.+ 25.1 Statement of Eligibility and Qualification on Form T-1.+
- -------- * To be filed by amendment or incorporated by reference in connection with the offering of Securities. + Previously filed. EX-5.1 2 OPINION OF LATHAM & WATKINS EXHIBIT 5.1 [LETTERHEAD OF LATHAM & WATKINS] October 27, 1995 Health Care Property Investors, Inc. 10990 Wilshire Boulevard, Suite 1200 Los Angeles, California 90024 Re: $200,000,000 Aggregate Offering Price of Securities of Health Care Property Investors, Inc. (File No. 33-62811) Ladies and Gentlemen: At your request, we have examined the registration statement on Form S-3 (File No. 33-62811) (the "Registration Statement") being filed by you with the Securities and Exchange Commission in connection with the registration, under the Securities Act of 1933, as amended, of up to $200,000,000 aggregate offering price of securities (the "Securities"), consisting of one or more series of debt securities (the "Debt Securities"), one or more series of shares of preferred stock, par value $1.00 per share (the "Preferred Stock"), shares of common stock, par value $1.00 per share (the "Common Stock") and rights to purchase common stock (the "Rights"). We also have examined the existing indenture (the "Indenture") dated as of September 1, 1993 between Health Care Property Investors, Inc. (the "Company"), and The Bank of New York, as Trustee, which has been filed with the Commission and incorporated by reference to the Registration Statement, relating to the Debt Securities. In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuance of the Securities and for the purposes of this opinion, have assumed such proceedings will be timely completed in the manner presently proposed and that the terms of each issuance will otherwise be in compliance with law. In addition, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. We are opining herein as to the effect on the subject transaction only of the internal laws of the State of California, the General Corporation Law of the State of Maryland, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Maryland, any other laws, or as to any matters of municipal law or the laws of any other local agencies within the state. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof: 1. The Debt Securities have been duly authorized by the Company, and when the Debt Securities have been duly established by the Indenture, duly authenticated by the Trustee and duly executed and delivered on behalf of the Company against payment therefor in accordance with the terms and provisions of the Indenture and as contemplated by the Registration Statement, the Debt Securities will constitute valid, binding and enforceable obligations of the Company, 2. The Preferred Stock has been duly authorized by the Company, and when the Preferred Stock has been duly established in accordance with the terms of the Company's Articles of Amendment and Restatement and applicable law, and, upon issuance, delivery and payment therefor in the manner contemplated by the Registration Statement, the Preferred Stock will be validly issued, fully paid and nonassessable. 3. The Common Stock, including any Common Stock that may be issuable pursuant to the conversion of any Debt Securities or Preferred Stock, has been duly authorized, and upon issuance, delivery and payment therefor in the manner contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable. The opinion rendered in clause 1 above is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles relating to or affecting the rights and remedies of creditors; (ii) limitations imposed by California or federal law or equitable principles on the availability of specific performance, injunctive relief or other equitable remedies; (iii) we advise you that a California court may not strictly enforce certain covenants contained in the Indenture or allow acceleration of the maturity of the indebtedness evidenced by the Debt Securities if it concludes that such enforcement or acceleration would be unreasonable under the then existing circumstances; (iv) certain rights, remedies and waivers contained in the Indenture may be limited or rendered ineffective by applicable California laws or judicial decisions governing such provisions, but such laws or judicial decisions do not render the Indenture invalid as a whole; (v) applicable California laws or judicial decisions may require that a judgment for money damages rendered in the United States be expressed in United States dollars; and (vi) we express no opinion with respect to whether acceleration of Debt Securities may affect the collectibility of any portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon. To the extent that the obligations of the Company under the Indenture may be dependent upon such matters, we assume for purposes of this opinion that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that the Trustee is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legally valid, binding and enforceable obligation of the Trustee enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance, generally with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the prospectus included therein. Very truly yours, LATHAM & WATKINS -----END PRIVACY-ENHANCED MESSAGE-----