-----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, UoGH9awZzIesCnb3oi8hfo7USkyR7INQIpbzYWUL9WLgq3Kq0lhpajc2flLLA3PD y3niBOmG/rKaD8QLscwNig== 0001193125-07-185323.txt : 20070817 0001193125-07-185323.hdr.sgml : 20070817 20070817170715 ACCESSION NUMBER: 0001193125-07-185323 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070817 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070817 DATE AS OF CHANGE: 20070817 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: 1934 Act SEC FILE NUMBER: 001-09028 FILM NUMBER: 071065813 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.htm FORM 8-K Form 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): August 17, 2007

 


NATIONWIDE HEALTH PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 


 

Maryland   1-9028   95-3997619

(State or Other Jurisdiction of

Incorporation or Organization)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

610 Newport Center Drive, Suite 1150

Newport Beach, California

  92660-6429
(Address of Principal Executive Offices)   (Zip Code)

(949) 718-4400

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(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 240.425)

 

¨ 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 8.01 OTHER EVENTS

On August 17, 2007, Nationwide Health Properties, Inc., a Maryland corporation (the “Company”), issued a Notice of Redemption (the “Notice of Redemption”) to the registered holders of the Company’s 7.677% Series A Cumulative Preferred Step-Up REIT Securities, par value $1.00 per share (the “Series A Preferred Stock”), announcing that the Company has called for the redemption of all outstanding shares Series A Preferred Stock, on October 1, 2007 (the “Redemption Date”), for a redemption price of $100.00 per share. The Redemption Date will also be a dividend payment date and the Company expects to pay the final dividend on the Series A Preferred Stock in full on the Redemption Date.

On August 17, 2007, the Company issued a press release regarding the Notice of Redemption.

A copy of the press release and the form of the Notice of Redemption for the Series A Preferred Stock are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by this reference.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

 

EXHIBIT NO.  

DESCRIPTION

99.1   Press Release, dated August 17, 2007.
99.2   Form of Notice of Redemption, dated August 17, 2007.

 

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SIGNATURE

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, thereunto duly authorized.

 

        Nationwide Health Properties, Inc.
    (Registrant)
  By:  

/s/ Abdo H. Khoury

Date: August 17, 2007     Abdo H. Khoury
   

Senior Vice President and

Chief Financial and Portfolio Officer

EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

FOR IMMEDIATE RELEASE

 

CONTACT:   Abdo H. Khoury
  Chief Financial and Portfolio Officer
  (949) 718-4400

NHP Provides Notice of Redemption of

7.677% Series A Cumulative Preferred Step-Up REIT Securities

(NEWPORT BEACH, California, August 17, 2007) — Nationwide Health Properties, Inc. (NYSE: NHP), a leading healthcare real estate investment trust (REIT), announced today that it delivered notice of its intention to redeem all 900,485 outstanding shares of its 7.677% Series A Cumulative Preferred Step-Up REIT Securities, par value $1.00 per share (the “Series A Preferred Stock”) on October 1, 2007 (the “Redemption Date”), at a redemption price of $100.00 per share (the “Redemption Price”), to the registered holders of the Series A Preferred Stock. The Redemption Date will also be a dividend payment date and the Company expects to pay the final dividend on the Series A Preferred Stock in full on the Redemption Date.

Dividends on all shares of the Series A Preferred Stock to be redeemed will cease to accumulate on the Redemption Date, and on and after such date, holders of shares of the Series A Preferred Stock will not have any rights as holders other than the right to receive the Redemption Price, without interest, upon surrender of certificates representing their shares of Series A Preferred Stock.

The CUSIP No. for the shares of Series A Preferred Stock is 638620203.

About NHP

Nationwide Health Properties, Inc. is a real estate investment trust that invests in senior housing facilities, long-term care facilities and medical office buildings. The Company has investments in 534 facilities in 43 states. For more information on Nationwide Health Properties, Inc., visit our website at 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; non-payment or late payment of rent by our tenants; our reliance on two operators for a significant percentage of our revenues; occupancy levels at certain facilities; our level of indebtedness; 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; increasing competition in our business sector; 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; our ability to retain key personnel; potential liability under environmental laws; the possibility that we could be required to purchase some of our medium-term notes; the rights and influence of holders of our outstanding preferred stock; 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 most recent annual report on Form 10-K filed and any subsequent quarterly reports on Form 10-Q filed the SEC.

 

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EX-99.2 3 dex992.htm FORM OF NOTICE OF REDEMPTION Form of Notice of Redemption

Exhibit 99.2

NOTICE OF REDEMPTION

NATIONWIDE HEALTH PROPERTIES, INC.

7.677% Series A Cumulative Preferred Step-Up REIT Securities

CUSIP: 638620203

Redemption Date: October 1, 2007

NOTICE IS HEREBY GIVEN that Nationwide Health Properties, Inc., a Maryland corporation (the “Company”), has elected, pursuant to the Articles Supplementary of the Company filed with the Maryland State Department of Assessments and Taxation on September 25, 1997 (the “Series A Articles”) classifying the 7.677% Series A Cumulative Preferred Step-Up REIT Securities, par value $1.00 per share (the “Series A Preferred Stock”), to redeem on October 1, 2007 (the “Redemption Date”) all of the outstanding shares of Series A Preferred Stock. Pursuant to the Series A Articles and as a result of the call for redemption, holders of Series A Preferred Stock are entitled to receive from the Company upon redemption of the Series A Preferred Stock the per share sum of US $100.00 (the “Redemption Price”).

Because the Redemption Date will be a dividend payment date, the Company expects to pay the final dividend in full, and there are no other unpaid dividends.

Dividends on all shares of Series A Preferred Stock to be redeemed will cease to accumulate on the Redemption Date, and on and after such date, holders of shares of Series A Preferred Stock will not have any rights as holders other than the right to receive the Redemption Price, without interest, upon surrender of certificates representing their shares of Series A Preferred Stock.

The CUSIP No. for the shares of Series A Preferred Stock is 638620203.

Manner of Redemption

To receive the Redemption Price for a holder’s shares of Series A Preferred Stock being redeemed, the holder thereof must surrender all of its certificates representing such shares to The Bank of New York, the Paying/Transfer Agent, at its address set forth below. On the Redemption Date, the Redemption Price shall become due and payable upon presentation and surrender of each share, and as of the Redemption Date dividends on the shares will cease to accrue. Shares presented and surrendered after the Redemption Date shall be paid the Redemption Price without any interest thereon. In case the holder of any shares of Series A Preferred Stock shall not claim the Redemption Price for its shares within three months after the Redemption Date, the Paying/Transfer Agent shall, upon demand, pay over to the Company such amount remaining on deposit and the Paying/Transfer Agent shall thereupon be relieved of all responsibility to the holder of such shares and such holder shall look only to the Company for payment thereof.

NATIONWIDE HEALTH PROPERTIES, INC.


Dated: August 17, 2007

All questions and requests for additional copies of this Notice of Redemption should be directed to The Bank of New York by telephoning (800) 507-9357 or contacting The Bank of New York at the address specified below.

Certificates surrendered for redemption should be delivered to:

The Bank of New York

101 Barclay Street, 11 West

New York, New York 10286

Attn: Reorganization Services

 

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