0001104659-07-068098.txt : 20070910 0001104659-07-068098.hdr.sgml : 20070910 20070910162943 ACCESSION NUMBER: 0001104659-07-068098 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070907 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070910 DATE AS OF CHANGE: 20070910 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: 1934 Act SEC FILE NUMBER: 001-08895 FILM NUMBER: 071109060 BUSINESS ADDRESS: STREET 1: 3760 KILROY AIRPORT WAY STREET 2: SUITE 300 CITY: LONG BEACH STATE: CA ZIP: 90806 BUSINESS PHONE: 562-733-5100 MAIL ADDRESS: STREET 1: 3760 KILROY AIRPORT WAY STREET 2: SUITE 300 CITY: LONG BEACH STATE: CA ZIP: 90806 8-K 1 a07-23576_18k.htm 8-K

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

September 7, 2007
Date of Report (Date of earliest event reported)

HCP, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-08895	33-0091377
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

	3760 Kilroy Airport Way
Suite 300
Long Beach, California 90806
(Address of principal executive offices) (Zip Code)

(562) 733-5100
(Registrant’s telephone number, including area code)

Health Care Property Investors, Inc.
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 7, 2007, Health Care Property Investors, Inc. (the “Company”) amended its Articles of Restatement to change its name to “HCP, Inc.” A copy of the articles of amendment is attached hereto as Exhibit 3.1.1 and is incorporated herein by reference. The Company’s common stock continues to trade on the New York Stock Exchange under the symbol “HCP.”

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description

3.1.1		Articles of Amendment, as filed with the State Department of Assessments and Taxation of Maryland on September 7, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 10, 2007	HCP, Inc.


	By:	/s/ Edward J. Henning
		Edward J. Henning
		Executive Vice President,
		General Counsel and
		Corporate Secretary

EX-3.1.1 2 a07-23576_1ex3d1d1.htm EX-3.1.1

Exhibit 3.1.1

ARTICLES OF AMENDMENT
OF
HEALTH CARE PROPERTY INVESTORS, INC.

HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST: The Corporation desires to, and does hereby, amend the charter of the Corporation as currently in effect (the “Charter”) pursuant to Sections 2-601 et seq. of the Maryland General Corporation Law (the “MGCL”) by deleting therefrom in its entirety the existing Article I and inserting, in lieu thereof, the following new Article I:

ARTICLE I

NAME

The name of this corporation shall be HCP, Inc.

SECOND: The foregoing amendment to the Charter as set forth in these Articles of Amendment is limited to a change expressly authorized by Section 2-605 of the MGCL to be made without action by the stockholders, and was approved by a majority of the entire Board of Directors, without action by the stockholders.

THIRD: These Articles of Amendment shall be effective at 5:00 p.m. (EDT) on September 7, 2007.

FOURTH: The undersigned President of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed under seal in its name and on its behalf by its President, and attested to by its Secretary, on this 7th day of September, 2007.

ATTEST:	HEALTH CARE PROPERTY INVESTORS, INC.


/s/ Edward J. Henning	By:	/s/ James F. Flaherty III	(SEAL)
Name: Edward J. Henning		Name: James F. Flaherty III
Title: Secretary		Title: President