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

Date of Report (Date of earliest event reported) April 5, 2005

NATIONWIDE HEALTH PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland	1-9028	95-3997619
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

610 Newport Center Drive, Suite 1150, Newport Beach, CA	92660
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (949) 718-4400

(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:

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

Attached as Exhibit 10.1 is the Separation Agreement dated April 5, 2005 by and between Nationwide Health Properties, Inc. (“Nationwide”) and Mark L. Desmond that provides for the payment of $559,788 to Mr. Desmond over a period of 18 months (the “Separation Payment”), among other things, in satisfaction of Nationwide’s obligations under its employment agreement with Mr. Desmond dated as of February 25, 1998, as amended. A copy of the press release announcing his resignation is furnished as Exhibit 99.1 to this current report. This press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On April 5, 2005, Mark L. Desmond resigned his position of Chief Financial Officer of Nationwide.

On April 5, 2005, Nationwide appointed Abdo H. Khoury as Acting Chief Financial Officer. Mr. Khoury, age 55, has been Nationwide’s Senior Vice President and Chief Portfolio Officer since August 2004. Mr. Khoury served as the Executive Vice President of Operations of Atria Senior Living Group (formerly ARV Assisted Living, Inc.) from June 2003 to March 2004. From January 2001 to May 2003, Mr. Khoury served as President of ARV and he served as Chief Financial Officer at ARV from March 1999 to January 2001. From October 1997 to February 1999, Mr. Khoury served as President of the Apartment Division at ARV. From January 1991 to September 1997, Mr. Khoury ran Financial Performance Group, a business and financial consulting firm located in Newport Beach, California.

Item 7.01 Regulation FD Disclosure.

In connection with the Separation Payment, Nationwide expects to take a charge of approximately $0.01 per share of common stock in the first quarter of 2005.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description
10.1	Separation Agreement dated April 5, 2005 by and between Nationwide Health Properties, Inc. and Mark L. Desmond
99.1	Press release dated April 6, 2005

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: April 6, 2005
	By:	/s/ Douglas M. Pasquale
		Douglas M. Pasquale President and Chief Executive Officer

EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT

This Separation Agreement is entered into this 5th day of April, 2005, by and between Nationwide Health Properties, Inc., a Maryland corporation (the “Company”) and Mark L. Desmond (“Mr. Desmond”).

RECITALS dmp040505-4

A. Mr. Desmond is currently Senior Vice President and Chief Financial Officer of the Company.

B. Mr. Desmond has agreed to resign as Senior Vice President and Chief Financial Officer of the Company effective as of April 5, 2005. Mr. Desmond’s employment with the Company will terminate as of April 5, 2005. The resignation as an officer and the termination of Mr. Desmond’s employment with the Company shall be pursuant to the provisions of that certain Employment Agreement between the Company and Mr. Desmond dated February 25, 1998, as amended January 19, 2001, April 20, 2001 and January 31, 2005 (the “Employment Agreement”), and shall be treated as a “termination by the Company other than for cause, death or disability.”

C. The parties agree that this Separation Agreement constitutes any notice of termination required by the provisions of the Employment Agreement, and waive any further requirement of notice.

AGREEMENT

1. Resignation and Termination of Employment. Mr. Desmond will resign as Senior Vice President and Chief Financial Officer of the Company effective as of April 5, 2005, and will also resign as an officer and/or director, as applicable, of all Company subsidiaries and affiliates. His employment with the Company will terminate as of April 5, 2005(the “Date of Termination”).

2. Payments with respect to Base Salary. The Company shall pay Mr. Desmond the following with respect to base salary pursuant to the provisions of the Employment Agreement:

(a) Any base salary through the Date of Termination to the extent not previously paid, and

(b) Thirty six semi- monthly payments of $11,167 in accordance with the Company’s payroll dates commencing on April 29, 2005.

3. Payments with respect to Annual Bonus. With respect to Annual Bonus, the Company shall pay Mr. Desmond two payments of $78,888 each, the first payment payable on January 5, 2006 and the second payment payable on October 5, 2006.

4. Stock Options, Restricted Stock and Dividend Equivalents. All stock options and unvested shares of restricted stock, if any, granted to Mr. Desmond prior to December 31, 2004, shall immediately vest. All shares of restricted stock granted to Mr. Desmond on January 25, 2005 shall lapse and shall be cancelled by the Company. Dividend equivalents to the extent earned through the Date of Termination shall continue for 18 months from the Date of Termination. The expiration of options shall be governed by the terms of the Company’s 1989 Stock Option Plan, as amended.

5. Medical and Life Insurance. For a period of 18 months from the Date of Termination, the Company will provide medical (including dental, vision and prescription drug coverage) and life insurance on the same basis as provided to Mr. Desmond during the 2004 calendar year.

6. Deferred Compensation Plan and Other Company Plans. Mr. Desmond shall be paid 100% of his vested interest in the Company’s deferred Compensation Plan in one lump-sum payment to be made on or before May 5, 2005. Amounts which are vested or which Mr. Desmond is otherwise entitled to receive under any other plan, policy, practice or program of, or any contract or agreement (other than under this Agreement or the Employment Agreement) with the Company at or subsequent to the Date of Termination shall be payable in accordance with the provisions of such other plan, policy, practice or program or contract or agreement, except as may be explicitly modified herein.

7. Offsets. While Mr. Desmond shall not be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to him hereunder, the amount of any payments and benefits provided for in this Agreement shall be reduced by 100% of any benefits and earned income which are earned by Mr. Desmond for services rendered to persons or entities other than the Company during or with respect to the 18-month period after the Date of Termination, all as set forth in paragraph VI of the Employment Agreement.

8. Death of Mr. Desmond prior to 18 months after the Date of Termination. If Mr. Desmond should die prior to 18 months after the Date of Termination, any remaining payments hereunder which would have been made to him if he had lived shall be paid to the beneficiary designated in writing by him, or if there is no effective written designation, then to his spouse, or if there is neither an effective written designation nor a surviving spouse, then to his estate. Designation of a beneficiary or beneficiaries to receive the balance of any such payments shall be made by written notice to the Company, and Mr. Desmond may revoke or change any such designation of beneficiary at any time by a later written notice to the Company.

Notwithstanding anything set forth in this Paragraph 8 or in Paragraph 4 hereof, the expiration of options and the right to receive dividend equivalents will be governed, at the death of Mr. Desmond, by the terms of the Company’s 1989 Stock Option Plan, as amended, including the provisions of Paragraph 16 thereof.

9. Confidentiality. The provisions of Article VII of the Employment Agreement regarding confidentiality remain in full force and effect, including the Company being relieved of all future obligations to Mr. Desmond under this Agreement and the Employment Agreement in the event of his violation of the confidentiality provisions as set forth in Article VII of the Employment Agreement.

10. Miscellaneous.

(a) Mr. Desmond shall continue to be indemnified after the Date of Termination for any applicable limitations period pursuant to the terms of that certain Indemnity Agreement dated July 28, 1995 by and between the Company and Mr. Desmond.

(b) Except for the provisions of this Agreement, the Employment Agreement, the Company’s Deferred Compensation Plan, any Stock Option Agreements under the Company’s 1989 Stock Option Plan, as amended, the Indemnity Agreement dated July 28, 1995, the Change in Control Agreement dated October 19, 2004, and any other agreement now existing between the Company and Mr. Desmond which by its terms survives in whole or in part his termination of employment

with the Company, the Company and Mr. Desmond, each for itself and himself and its or his successors and assigns, heirs and representatives and employees and agents, does hereby forever release and discharge the other from all rights, claims and actions, from the beginning of time until the date of this Agreement, which either now has or which may arise after the signing of this Agreement, against the other arising out of or in any way connected with Mr. Desmond’s employment relationship with the Company. This is a mutual general release and it extends both to claims which a party knows or suspects to exist, and to claims which a party does not know or suspect to exist in his favor at the time of executing this document. Each of the parties acknowledges that it or he is familiar with the provisions of California Civil Code Section 1542, which provides as follows: “A General Release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” Each of the parties, being aware of such code section, hereby expressly waives any rights he or it may have thereunder.

(c) This Agreement shall be governed by and construed in accordance with the laws of the State of California. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(d) The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(f) Any failure to insist upon strict compliance with any provision of this Agreement, or the failure to assert any right hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(g) All notices and other communications hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Mr. Desmond

Mark L. Desmond

355 Calle Chucca

San Clemente,CA 92673

If to the Company

Nationwide Health Properties

610 Newport Center Drive

Suite 1150

Newport Beach, CA 92660

Attention: Chief Executive Officer

or such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(h) The parties agree that any disputes, controversies or claims which arise out of or are related to this Agreement, the Employment Agreement or any of the agreements set forth or referenced in Paragraph 10(b) above shall be settled by arbitration in accordance with the provisions of Article X of the Employment Agreement.

(i) Mr. Desmond agrees to reasonably cooperate, at no expense to Mr. Desmond, in the Company’s defense against any threatened or pending litigation or in any investigation or proceeding by any governmental agency or body that relates to any events or actions which occurred during the term of Mr. Desmond’s employment with the Company.

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

/s/ Mark L. Desmond
Mark L. Desmond
Nationwide Health Properties, Inc.
By	/s/ Douglas M. Pasquale
	Douglas M. Pasquale,
	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:	Douglas M. Pasquale
	President and Chief Executive Officer
	(949) 718-4400

NHP ANNOUNCES RESIGNATION OF CHIEF FINANCIAL OFFICER

(NEWPORT BEACH, California, April 6, 2005) … Nationwide Health Properties, Inc. (NYSE:NHP) announced today that Mark L. Desmond has resigned as Senior Vice President and Chief Financial Officer and that Abdo H. Khoury has been appointed as Acting Chief Financial Officer. Mr. Khoury is currently the Company’s Senior Vice President and Chief Portfolio Officer and was formerly the Chief Financial Officer and President of ARV Assisted Living, Inc.

“Mark has been with NHP from the beginning and worked closely with Bruce Andrews, our former CEO, to help build the Company into one of the premier healthcare REITs,” said Douglas M. Pasquale, President and Chief Executive Officer. “We are sad to see Mark go and wish him nothing but the best in his future endeavors. That said, we are fortunate to have a talented financial team led by Abdo and David E. Snyder, our Controller, to help make the transition a smooth one.”

Mr. Desmond commented: “I have had an incredibly good run at NHP and am fortunate to have accomplished just about everything I set out to do when I started my career with the Company. However, I am now at a point in my life when I want to explore other opportunities and accept new challenges. I would like to take this opportunity to publicly thank my colleagues at NHP for the opportunity to be a part of NHP’s success. We have accomplished a lot and I firmly believe NHP’s management team is well positioned to accomplish much more.”

Nationwide Health Properties, Inc. is a real estate investment trust that invests in senior housing and long-term care facilities. The Company and its joint venture have investments in 422 facilities in 39 states. For more information on Nationwide Health Properties, Inc. visit our website at http://www.nhp-reit.com.

Certain information contained in this news release includes forward-looking statements. Forward-looking statements include statements regarding our expectations, beliefs, intentions, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are not statements of historical facts. These statements may be identified, without limitation, by the use of forward-looking terminology such as “may,” “will,” “anticipates,” “expects,” “believes,” “intends,” “should” or comparable terms or the negative thereof. All forward-looking statements included in this news release are based on information available to us on the date hereof. These statements speak only as of the date hereof, and we assume no obligation to update such forward-looking statements for any reason or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. 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: deterioration in the operating results or financial condition, including bankruptcies, of our tenants; occupancy levels at certain facilities; changes in the ratings of our debt securities; access to the capital markets and the cost of capital; government regulations, including changes in the reimbursement levels under the Medicare and Medicaid programs; the general distress of the healthcare industry; the effect of economic and market conditions and changes in interest rates; the amount and yield of any additional investments; our ability to meet acquisition goals; the ability of our operators to repay deferred rent or loans in future periods; the ability of our operators to obtain and maintain adequate liability and other insurance; our ability to attract new operators for certain facilities; our ability to sell certain facilities for their book value; changes in or inadvertent violations of tax laws and regulations and other factors that can affect real estate investment trusts and our status as a real estate investment trust; and the risk factors described in our annual report on Form 10-K filed with the SEC on February 24, 2005.