-----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, GnM/lrxeIUbvlazaG47H4z0up+OlEOJlriEKPYx96AFSeqB1VcpAdckNvbIlJhU6 Gs7TzTseYOtkZn9Aa2AZOQ== 0001193125-07-223716.txt : 20071023 0001193125-07-223716.hdr.sgml : 20071023 20071023144702 ACCESSION NUMBER: 0001193125-07-223716 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071023 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071023 DATE AS OF CHANGE: 20071023 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: 071185445 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): October 23, 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 3.01 AMENDMENTS TO ARTICLES OF INCORPORATION OF BYLAWS; CHANGE IN FISCAL YEAR

On October 23, 2007, Nationwide Health Properties, Inc., a Maryland corporation (the “Company”), filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland to reclassify all of the 1,000,000 authorized but unissued shares of the Company’s 7.677% Series A Cumulative Preferred Step-Up REIT Securities, par value $1.00 per share, as authorized but unissued shares of the Company’s Preferred Stock, $1.00 par value per share, without designation as to series. The foregoing description of the Articles Supplementary is qualified in its entirety by reference to the Articles Supplementary, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by this reference.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

  (d) Exhibits

 

EXHIBIT NO.  

DESCRIPTION

3.1   Articles Supplementary, filed October 23, 2007 with the State Department of Assessments and Taxation of Maryland.

 

2


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)
Date: October 23, 2007     By:  

/s/ Abdo H. Khoury

      Abdo H. Khoury
     

Senior Vice President and

Chief Financial and Portfolio Officer


Exhibit Index

 

EXHIBIT NO.  

DESCRIPTION

3.1   Articles Supplementary, filed October 23, 2007 with the State Department of Assessments and Taxation of Maryland.
EX-3.1 2 dex31.htm ARTICLES SUPPLEMENTARY Articles Supplementary

Exhibit 3.1

NATIONWIDE HEALTH PROPERTIES, INC.

ARTICLES SUPPLEMENTARY

Nationwide Health Properties, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Under a power contained in Section 2 of Article IV of the Amended and Restated Articles of Incorporation of the Corporation (the “Articles”), the Board of Directors of the Corporation (the “Board of Directors”), by resolution duly adopted at a meeting duly called and held on October 19, 2007, reclassified all of the 1,000,000 authorized but unissued shares of the Corporation’s 7.677% Series A Cumulative Preferred Step-Up REIT Securities, par value $1.00 per share (the “Shares”), as authorized but unissued shares of the Corporation’s Preferred Stock, $1.00 par value per share, without designation as to series as described in Sections 1 and 2 of Article IV of the Articles.

SECOND: The Shares have been reclassified by the Board of Directors under the authority contained in the Articles.

THIRD: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

FOURTH: The undersigned President and Chief Executive Officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President and Chief Executive Officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[signatures on next page]


IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its President and Chief Executive Officer, and attested to by its Secretary, on this 22nd day of October, 2007.

 

ATTEST:      NATIONWIDE HEALTH PROPERTIES, INC.  

/s/ Don M. Pearson

     By:  

/s/ Douglas M. Pasquale

  (SEAL)
Name: Don M. Pearson      Name:   Douglas M. Pasquale  
Title: Secretary      Title:   President and Chief Executive Officer

 

S-1

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