-----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, AStuGVaRVXS/bkUoiYBA9ZHnoEbtOFK28OPlZgNDQ7RQLbj8H7i3F4XFT7xXRcrF 1jsTClqamFq+3j+HF5JJfw== 0000902595-00-000164.txt : 20001215 0000902595-00-000164.hdr.sgml : 20001215 ACCESSION NUMBER: 0000902595-00-000164 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001214 ITEM INFORMATION: FILED AS OF DATE: 20001214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONWIDE HEALTH PROPERTIES INC CENTRAL INDEX KEY: 0000780053 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 953997619 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09028 FILM NUMBER: 789019 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DR STREET 2: STE 1150 CITY: NEWPORT BEACH STATE: CA ZIP: 92660-6429 BUSINESS PHONE: 9497184400 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DR STREET 2: STE 1150 CITY: NEWPORT BEACH STATE: CA ZIP: 92660-6429 FORMER COMPANY: FORMER CONFORMED NAME: BEVERLY INVESTMENT PROPERTIES INC DATE OF NAME CHANGE: 19890515 8-K 1 0001.txt 8-K - CURRENT REPORT 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) December 14, 2000 NATIONWIDE HEALTH PROPERTIES, INC. (Exact Name of Registrant as Specified in Charter) Maryland 1-9028 95-3997619 (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification Incorporation) Number) 610 Newport Center Drive, Suite 1150, Newport Beach, CA 92660-6429 (Address of Principal Executive Offices) Registrant's telephone number, including area code: (949) 718-4400 Not Applicable (Former Name or Former Address, if Changed Since Last Report) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits The following exhibit is filed as part of Item 9 of this Report on Form 8-K: 99 Press Release of Nationwide Health Properties, Inc., issued December 8, 2000 ITEM 9. REGULATION FD DISCLOSURE On December 8, 2000, Nationwide Health Properties, Inc. (the "Company") issued a press release relating to the default under two master leases by Balanced Care Corporation ("Balanced Care"). A copy of the press release is attached to this Report on Form 8-K as Exhibit 99. The press release stated that the Company would receive a partial rent payment for December and that the Company scheduled a meeting with the management of Balanced Care on December 13, 2000 to determine the future course of action with respect to the defaulted leases. On December 12, 2000, the Company received a payment in the amount of $96,775 from Balanced Care. On the afternoon of December 13, 2000, the management of the Company met with the Chief Executive Officer and two other representatives of Balanced Care. Balanced Care proposed that the Company agree to certain rent concessions under two master leases until such time as there is improved profitability of the facilities. The Company informed the representatives of Balanced Care that it would not agree to any rent concessions and that it would proceed with all available legal remedies. No further meetings with representatives from Balanced Care have been scheduled. Certain information contained in this Report on Form 8- K includes forward looking statements, which can be identified by the use of forward looking terminology such as "may", "will", "expect", "should" or comparable terms or the negative thereof. These statements involve risks and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include (without limitation) the following: the effect of economic and market conditions and changes in interest rates, government regulations, including changes in Medicare and Medicaid payment levels, changes in the healthcare industry, deterioration of the operating results or financial condition, including bankruptcies, of the Company's tenants, the ability of the Company to attract new operators for certain facilities, the amount of any additional investments, access to capital markets and changes in the ratings of the Company's debt securities. The furnishing of this information is not intended to constitute a representation that such furnishing is required by Regulation FD or that the information it contains is material investor information that is not otherwise publicly available. In addition, all of the information in the letter is presented as of December 14, 2000, and the Company does not assume any obligation to update such information in the future. 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. NATIONWIDE HEALTH PROPERTIES, INC. Date: December 14, 2000 By: /s/ Mark L. Desmond --------------------------------- Name: Mark L. Desmond Title: Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 99 Press Release of Nationwide Health Properties, Inc., issued December 8, 2000 EXHIBIT 99 FOR IMMEDIATE RELEASE CONTACT: R. Bruce Andrews Mark L. Desmond President & CEO Senior Vice President & CFO (949) 718-4400 (949) 718-4400 NATIONWIDE DEFAULTS LESSEE (NEWPORT BEACH, California, December 8, 2000).Nationwide Health Properties, Inc. (NYSE: NHP) announced today that it has defaulted two master leases with Balanced Care Corporation (NYSE: BAL) after being informed that it would only receive a partial rent payment for December. Nationwide owns ten assisted living facilities that are leased to Balanced Care and represent 4% of Nationwide's portfolio. These facilities, located in six states in the eastern United States, have all been constructed and opened during the past 12 to 22 months. The facilities currently have occupancy varying from 22% to 92%, with an aggregate average occupancy of 57%. In connection with the default of the leases, the Company will avail itself of security deposits aggregating $2,037,000 to make up for the reduced rentals received. The facilities' operating results currently only cover their rent obligation by approximately 40%. Nationwide's total monthly rent for these facilities is $580,000. Nationwide has scheduled a meeting with management of Balanced Care on December 13, 2000 to determine the future course of action. "These attractive facilities are all new, and with a few exceptions, are located in strong markets," said R. Bruce Andrews, President and Chief Executive Officer. "As these units continue to fill, it is anticipated that the operating results from these facilities will fulfill their rent obligation in approximately a twelve-month period. Although this default situation could adversely impact the Company's anticipated earnings, we do not expect it to impact the Company's ability to maintain its current dividend policy." Nationwide Health Properties, Inc. is a real estate investment trust that invests in health care facilities. The Company has investments in 328 facilities in 37 states. Certain matters discussed within this press release may constitute "forward-looking statements" within the meaning of the federal securities laws. Although the Company believes the statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to risks and uncertainties described from time to time in the SEC reports filed by the Company. # # # -----END PRIVACY-ENHANCED MESSAGE-----