-----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, UG63Wudlup6TLUUNHFWbH7TyebZOkF9J76FTY9mQO/eNa0NcD/qhR7oeZObzLrgw fKQJgJOOoya9a3v0Yy563Q== 0001021408-01-502158.txt : 20010618 0001021408-01-502158.hdr.sgml : 20010618 ACCESSION NUMBER: 0001021408-01-502158 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010612 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010615 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: 1662061 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 d8k.txt FORM 8-K - DATED JUNE 12, 2001 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): June 12, 2001 ------------- NATIONWIDE HEALTH PROPERTIES, INC. ---------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Maryland 1-9028 95-3997619 -------------------------------------------------------------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification Incorporation) No.) 610 Newport Center Drive, Suite 1150, Newport Beach, California 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 5. OTHER EVENTS - ------ ------------ On June 13, 2001, the Registrant issued and sold 1,000,000 shares of common stock, par value $0.10 per share, in a direct placement to two institutional investors which resulted in net proceeds of approximately $17,975,000. The Registrant will initially use the proceeds from the offering to repay borrowings under the Registrant's revolving line of credit. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS - ------ --------------------------------- 99.1 Purchase Agreement, dated June 12, 2001, between Cohen & Steers Advantage Income Realty Fund, Inc., Cohen & Steers Equity Income Fund, Inc. and the Registrant. 99.2 Press Release, dated June 13, 2001. 2 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: June 15, 2001 By: /s/ Mark L. Desmond ----------------------------------------- Name: Mark L. Desmond Title: Senior Vice President and Chief Financial Officer 3 EX-99.1 2 dex991.txt PURCHASE AGREEMENT DATED JUNE 12, 2001 Exhibit 99.1 PURCHASE AGREEMENT This Purchase Agreement (this "Agreement"), dated as of June 12, 2001, is between Cohen & Steers Advantage Income Realty Fund, Inc., Cohen & Steers Equity Income Fund, Inc. (each a "Purchaser" and collectively, the "Purchasers") and Nationwide Health Properties, Inc., a Maryland corporation (the "SELLER"). WHEREAS, the Purchasers desire to purchase from SELLER, and SELLER desires to issue and sell to Purchasers, in the aggregate, 1,000,000 shares of SELLER's common stock, par value $0.10 per share (the "Shares"). NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows: 1. Purchase and Sale. Subject to the terms and conditions hereof, the ----------------- Purchasers hereby agree to purchase from SELLER, and SELLER agrees to issue and sell to Purchasers, the Shares at a price per share of $18.00 for an aggregate purchase price of $18,000,000.00. Of the Shares being offered and sold pursuant to this Agreement, Cohen & Steers Advantage Income Realty Fund, Inc. shall purchase 833,000 shares and Cohen & Steers Equity Income Fund, Inc. shall purchase 167,000 shares. 2. Representations and Warranties of Purchaser. Each Purchaser ------------------------------------------- represents and warrants that: (a) Due Authorization. The Purchasers are duly authorized to purchase ----------------- the Shares. This Agreement has been duly authorized, executed and delivered by the Purchasers and constitutes a legal, valid and binding agreement of the Purchasers, enforceable against the Purchasers in accordance with its terms except as may be limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law and the discretion of the court before which any proceeding therefor may be brought. (b) Prospectus and Prospectus Supplement. The Purchasers have received ------------------------------------ a copy of SELLER's Prospectus dated August 19, 1998, and Prospectus Supplement dated June 12, 2001 (collectively, the "Prospectus"). (c) Not a Party in Interest; Disqualified Person. With respect to -------------------------------------------- SELLER, Purchasers are not a "party in interest" as such phrase is used in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a "disqualified person" as such phrase is used in the Internal Revenue Code of 1986, as amended ("Code"). (d) Not a Prohibited Transaction. The purchase of the Shares from ---------------------------- SELLER will not give rise to a nonexempt "prohibited transaction" under ERISA or the Code. 1 (e) Common Stock Ownership. As of March 31, 2001, the Purchasers and ---------------------- other client accounts for which Cohen & Steers Capital Management, Inc. serves as investment advisor ("Cohen & Steers Clients") held, in the aggregate, beneficially 7,195,200 shares of SELLER's common stock. The Purchasers hereby agree that, without the written consent of SELLER, no Purchaser (combined with the Cohen & Steers Clients) will acquire beneficial ownership, directly or indirectly, of an aggregate of more than 20% of SELLER's outstanding common stock. (f) Investment. The Purchasers are acquiring the Shares for their own ----------- account for investment purposes only and not with a view to, or for resale in connection with, any "distribution" of all or any portion thereof within the meaning of the Securities Act of 1933, as amended. 3. Representations and Warranties of SELLER. SELLER represents and ---------------------------------------- warrants that: (a) Due Authorization. This Agreement has been duly authorized, ----------------- executed and delivered by SELLER and constitutes a legal, valid and binding agreement of SELLER, enforceable against SELLER in accordance with its terms except as may be limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law and the discretion of the court before which any proceeding therefor may be brought. (b) Organization and Authority. SELLER has been duly organized and is -------------------------- validly existing in good standing under the laws of Maryland, with full power and authority to own or lease and occupy its properties and conduct its business as described in the Prospectus. (c) Issuance of the Shares. The Shares have been duly and validly ---------------------- authorized and, when issued and delivered pursuant to this Agreement, will be fully paid and nonassessable and will be listed, subject to notice of issuance, on the New York Stock Exchange effective as of the closing. (d) Compliance. This Agreement, and the issuance of the Shares, is in ---------- full compliance with all applicable laws, rules and regulations, including the federal securities laws, and the rules and regulations of any applicable self-regulatory organization. 4. Conditions to Obligations of the Parties. The respective ---------------------------------------- obligations of the parties hereto are subject to the condition that the representations and warranties shall, at the closing, be true and correct in all material respects. 5. Closing. The transactions contemplated hereby shall be consummated ------- on June 13, 2001. At the closing, SELLER shall cause its transfer agent to deposit the Shares with the Depositary Trust Company, which shall deliver the Shares to a custodian on behalf of the Purchasers. Upon such delivery, each Purchaser shall wire transfer to an account designated by SELLER immediately available funds representing its respective amount of the purchase price for the Shares. 2 6. Governing Law. This Agreement shall be construed in accordance ------------- with and governed by the substantive laws of the State of New York. 7. Entire Agreement. This Agreement constitutes the entire agreement ----------------- between the parties hereto with respect to the subject matter hereof and may be amended only in a writing which is executed by each of the parties hereto. 8. Several Liability. Each Purchaser shall be severally liable to the ----------------- SELLER with respect to the specific Shares purchased by that Purchaser, but no Purchaser shall have any liability under this Agreement with respect to any Shares acquired by any other Purchaser. 9. Effective Date. This Agreement shall become effective as of June -------------- 13, 2001. 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written. NATIONWIDE HEALTH PROPERTIES, INC. By: /s/ Mark L. Desmond ----------------------------------- Name: Mark L. Desmond Title: Senior Vice President & Chief Financial Officer COHEN & STEERS ADVANTAGE INCOME REALTY FUND, INC. By: /s/ Steven Brown ----------------------------------- Name: Steven Brown Title: Vice President COHEN & STEERS EQUITY INCOME FUND, INC. By: /s/ Steven Brown ----------------------------------- Name: Steven Brown Title: Vice President 4 EX-99.2 3 dex992.txt PRESS RELEASE DATED JUNE 13, 2001 Exhibit 99.2 FOR IMMEDIATE RELEASE - --------------------- CONTACT: R. Bruce Andrews Mark L. Desmond President & CEO Senior Vice President (949) 718-4400 (949) 718-4400 NATIONWIDE ISSUES ONE MILLION SHARES OF COMMON STOCK ---------------------------------------------------- (NEWPORT BEACH, California, June 13, 2001)...Nationwide Health Properties, Inc. (NYSE:NHP) announced today that it has entered into a transaction with two mutual funds advised by Cohen & Steers Capital Management, Inc. and sold one million shares of its common stock at $18.00 a share. The issuance of the shares did not involve any underwriting fees or other costs. The proceeds will initially be used to reduce the Company's revolving line of credit with its banks. "We are pleased that the Company's stock price has risen to a level to enable us to begin to access the equity capital markets," said R. Bruce Andrews, President and Chief Executive Officer. "The proceeds will enhance the Company's financial position as it prepares to resume its growth in investments and earnings." Nationwide Health Properties, Inc. is a real estate investment trust that invests in health care facilities. The Company has investments in 321 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-----