Prospectus Supplement No. 2

-----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, HcYsr+44s6vy0qzvMyAk1QZbLJz/f6vvQjWd0VqYkcn8NwxW6vfuyyEvd8emVpZg atD+GiDP9YGRDFz5CZtIpQ== 0001193125-03-097175.txt : 20031219 0001193125-03-097175.hdr.sgml : 20031219 20031219133742 ACCESSION NUMBER: 0001193125-03-097175 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031219 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-99063 FILM NUMBER: 031064525 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 424B3 1 d424b3.htm PROSPECTUS SUPPLEMENT NO. 2 Prospectus Supplement No. 2

Filed Pursuant to Rule 424(b)(3) and (c)

Registration No. 333-99063

PROSPECTUS SUPPLEMENT NO. 2

(TO PROSPECTUS DATED SEPTEMBER 19, 2002)

HEALTH CARE PROPERTY INVESTORS, INC.

160,026 SHARES OF COMMON STOCK

This Prospectus Supplement No. 2 supplements and amends the Prospectus dated September 19, 2002, as previously amended (the “Prospectus”), relating to the possible issuance of our common stock, from time to time, to the holders of non-managing member units in HCPI/Utah, LLC and the possible resale of shares of our common stock by these holders. The information in this Prospectus Supplement has been obtained from the selling holder listed herein. This Prospectus Supplement should be read in conjunction with the Prospectus.

The information appearing in the table below, as of the date hereof, supplements and amends the information in the table appearing under the heading “Selling Holders” in the Prospectus:

Name

Non-Managing

Member Units
of HCPI/Utah,
LLC Owned
of Record Prior

to the

Exchange⁽¹⁾

Common Stock
Beneficially
Owned Following

the Exchange⁽¹⁾⁽²⁾

Common Stock
Offered

Hereby

Common Stock Beneficially
Owned Following the

Offering^{(1)(2) (3)}

Shares

Percent

The Corporation of the President of The Church of Jesus Christ of Latter-day Saints

655

6,135

247⁽⁴⁾

3,925⁽⁵⁾

*	Represents less than 1% of the total outstanding shares of our common stock.

(1)	Based on information provided to us by the holder of non-managing member units as of December 9, 2003.

(2)

Assumes the selling holders exchange all of the non-managing member units of HCPI/Utah, L.L.C. and HCPI/Utah II, L.L.C. originally issued on or prior to August 17, 2001 beneficially owned by them for shares of our common stock. Also assumes that no transactions with respect to our common stock or the non-managing member units occur other than the exchange or the exchange and the offering, as applicable.

(3)	Contemplates the sale of all of the common stock offered hereby.

(4)	The Corporation of the President of The Church of Jesus Christ of Latter-day Saints obtained the 247 non-managing member units of HCPI/Utah, L.L.C. in an assignment from Boyer Davis North Medical Associates, Ltd., a selling holder listed in the Prospectus.

(5)

Includes the sale of (i) 408 shares of common stock offered pursuant to Prospectus Supplement No. 5, Registration No. (333-95487), and (ii) 1,555 shares of common stock offered pursuant to Prospectus Supplement No. 3, Registration No. (333-99067), both filed with the Securities and Exchange Commission on December 19, 2003.

Investing in our common stock involves a high degree of risk. Please consider the “Risk Factors” beginning on page 1 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is December 19, 2003.

-----END PRIVACY-ENHANCED MESSAGE-----