-----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, Gk2o5qM7U+s+775cJvAq8HZsBRKY2U9+9MTV+gpWrpRI6Na/5x+h4tNvHQJDTEGz NmMUaavInOMXAMuMtAisjg== 0000950134-99-004592.txt : 19990520 0000950134-99-004592.hdr.sgml : 19990520 ACCESSION NUMBER: 0000950134-99-004592 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HEALTH PROPERTIES INC CENTRAL INDEX KEY: 0000808240 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954084878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-09381 FILM NUMBER: 99630436 BUSINESS ADDRESS: STREET 1: 6400 S FIDDLERS GREEN CIRCLE STREET 2: STE 1800 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037969793 MAIL ADDRESS: STREET 1: 6400 S FIDDLERS GREEN CIRCLE STREET 2: SUITE 1800 CITY: ENGLEWOOD STATE: CO ZIP: 80111 10-K405/A 1 AMEND. NO. 1 TO FORM 10-K FOR FYE DEC. 31, 1998 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K/A-1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 1-9381 AMERICAN HEALTH PROPERTIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-4084878 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 6400 SOUTH FIDDLER'S GREEN CIRCLE 80111 SUITE 1800 (ZIP CODE) ENGLEWOOD, COLORADO (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 796-9793 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- --------------------- COMMON STOCK NEW YORK STOCK EXCHANGE DEPOSITARY SHARES, EACH REPRESENTING 1/100 OF A SHARE OF 8.60% CUMULATIVE REDEEMABLE NEW YORK STOCK EXCHANGE PREFERRED STOCK, SERIES B PSYCHIATRIC GROUP DEPOSITARY SHARES NASDAQ NATIONAL MARKET SYSTEM
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of March 12, 1999 there were outstanding (i) 24,984,422 shares of American Health Properties, Inc. common stock, $.01 par value, and (ii) 2,083,931 Psychiatric Group Depositary Shares, each representing one-tenth of one share of American Health Properties, Inc. Psychiatric Group Preferred Stock, $.01 par value. The aggregate market value of voting and non-voting stock (excluding the Company's 8.60% Cumulative Redeemable Preferred Stock, Series B) held by non-affiliates of the Registrant, based on the closing price of these shares on such date was approximately $463,400,000. For the purposes of the foregoing calculation only, all directors and executive officers of the Registrant have been deemed affiliates. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 American Health Properties Inc. hereby amends its Annual Report on Form 10-K for the fiscal year ended December 31, 1998 as set forth in the pages attached hereto: PART III The following information hereby supplements and amends Part III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT MANAGEMENT DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth the names and titles of the executive officers and current members of the Board of Directors of the Company.
NAME POSITION ---- -------- Joseph P. Sullivan................... Chairman of the Board of Directors of the Company, President and Chief Executive Officer, Class II Director C. Gregory Schonert.................. Senior Vice President and Chief Development Officer of the Company Michael J. McGee..................... Senior Vice President, Chief Financial Officer and Treasurer of the Company Steven A. Roseman.................... Senior Vice President, General Counsel and Secretary of the Company James L. Fishel...................... Class I Director Peter K. Kompaniez................... Class II Director Sheldon S. King...................... Class III Director James D. Harper, Jr.................. Class I Director John P. Mamana, M.D.................. Class III Director Louis T. Rosso....................... Class III Director
Mr. Sullivan has been the President and Chief Executive Officer of the Company since February 1993 and Chairman of the Board since November 1996. Prior to that, Mr. Sullivan spent 20 years with Goldman, Sachs & Co. where he had overall investment banking responsibility for numerous companies in the health care field. Mr. Sullivan currently serves on the UCLA Medical Center Board of Advisors. He was a member of the Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT) from September 1994 to September 1997. He has been a director of the Company since February 1993 and is 56 years old. Mr. Schonert has been the Senior Vice President and Chief Development Officer of the Company since April 1988. Prior to that, Mr. Schonert had been the Assistant Administrator of Marketing and Planning at St. Joseph's Hospital, Houston, Texas since February 1987. From September 1985 until February 1987, Mr. Schonert was a Manager in the Corporate Development Department of American Medical International, Inc., an international owner and operator of for-profit hospitals, and is 44 years old. Mr. McGee has been the Senior Vice President and Chief Financial Officer of the Company since January 1996, has served as Treasurer of the Company since August 1995 and served as Controller of the Company from November 1989 to February 1998. Mr. McGee was a certified public accountant with Arthur Andersen LLP from May 1977 to November 1989 and is 43 years old. Mr. Roseman has been Senior Vice President, General Counsel and Secretary of the Company since July 1997. Prior to that Mr. Roseman had established his own legal practice, and from April 1995 to August 1996 he was Vice President Business Affairs Worldwide Pay Television for Paramount Pictures Corporation. From September 1983 to April 1995 he was with the law firm of Ervin, Cohen & Jessup, Beverly Hills, California and was a partner in that firm's tax and real estate department. Mr. Roseman is 40 years old. Mr. Fishel was the Vice President and Chief Credit Officer of General Electric Capital Corporation, the financial arm of General Electric Corporation from 1984 to 1994. Mr. Fishel is a director of Noble Drilling Corporation. Mr. Fishel has been a director of the Company since May 1994 and is 67 years old. 2 3 Mr. Harper is the owner of JDH Realty Co., a real estate sales and development company located in Miami, Florida and has been its President since 1982. Mr. Harper also is the principal partner in AH Development, S.E. and AH HA Investments, S.E., real estate development partnerships in Puerto Rico. He has been a Trustee of the Urban Land Institute and a Trustee of Equity Residential Properties Trust since 1993. Mr. Harper has been a member of the Board of Directors of Burnham Pacific Properties, Inc. and a Trustee of Equity Office Properties Trust since 1997. From 1971 until 1985, he worked for Continental Illinois Corporation, serving as its Executive Vice President in charge of all domestic and international real estate services beginning in 1974. Mr. Harper has been a director of the Company since May 1997 and is 65 years old. Mr. King has been the Executive Vice President of Salick Health Care, Inc. since February 1994. He was formerly the President of Cedars-Sinai Medical Center, Los Angeles, California from 1989 to January 1994. Previously, he served as President of Stanford University Hospital from 1986 to 1989. He has been a director of the Company since February 1988 and is 67 years old. Mr. Kompaniez has been Vice Chairman and a director of Apartment Investment and Management Company, a real estate investment trust with investments in apartment units since July 1994 and has been its President since July 1997. Since September 1993, Mr. Kompaniez has owned 75% of PDI Realty Enterprises, Inc., and serves as its President and Chief Executive Officer. From 1986 to 1993, he served as President and Chief Executive Officer of Heron Financial Corporation, a United States holding company for Heron International, N.V.'s real estate and related assets. Prior to joining HFC, Mr. Kompaniez was a senior partner with the law firm of Loeb and Loeb where he had extensive real estate and REIT experience. Mr. Kompaniez received a B.A. from Yale College and a J.D. from the University of California (Boalt Hall). He has been a director of the Company since April 1998 and is 53 years old. Dr. Mamana is currently President, Chief Executive Officer and Chairman of American Health Sciences. He was the founder, President, Chief Executive Officer and Chairman of Virginia Medical Associates from 1978 until 1997. Dr. Mamana was the Chief Medical Officer of Health Partners, Inc. from 1994 until its merger with and into FPA Medical Management in 1997. Dr. Mamana was not involved in the affairs of FPA Medical Management and did not participate in the affairs of Virginia Medical Associates or Health Partners, Inc. after the acquisitions of those entities by FPA Medical Management in October 1997. In July 1998, FPA Medical Management filed a petition in bankruptcy, as did its subsidiary, Virginia Medical Associates. Dr. Mamana was Chief of Internal Medicine at Fairfax Hospital, Falls Church, Virginia, from 1977 until 1992. He has been a Clinical Associate Professor of Medicine at Georgetown University School of Medicine since 1987 and a director of Mid Atlantic Medical Services, Inc. since 1997. Dr. Mamana has been a director of the Company since May 1997 and is 56 years old. Mr. Rosso is Chairman Emeritus of Beckman Coulter, Inc. (Beckman), a leading supplier of laboratory systems for life sciences and diagnostics. He was Chairman of the Board of Directors of Beckman from 1989 until February 1999 and served as its Chief Executive Officer from 1988 until September 1998. Mr. Rosso is a member of the Board of Directors of Allergan, Inc. He has been a director of the Company since May 1994 and is 65 years old. COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 The Company's directors and executive officers and persons who are beneficial owners of more than 10% of the Common Stock or the Depositary Shares ("10% beneficial owners") are required to file reports of their holdings and transactions in Common Stock and the Depositary Shares with the Securities and Exchange Commission (the "Commission") and to furnish the Company with such reports. Based solely upon its review of the copies of such reports the Company has received or upon written representations it has obtained from certain of these persons, the Company believes that, as of February 16, 1999, all of the Company's directors, executive officers and 10% beneficial owners had complied with all applicable Section 16(a) filing requirements. 3 4 ITEM 11. EXECUTIVE COMPENSATION COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS SUMMARY COMPENSATION TABLE The following table sets forth compensation paid or earned for services rendered during the fiscal years ended December 31, 1998, 1997 and 1996, to or by the Company's Chief Executive Officer and the four other executive officers of the Company (collectively, the "Named Executive Officers"):
LONG-TERM COMPENSATION ------------------------- NUMBER OF ANNUAL COMPENSATION RESTRICTED SECURITIES ------------------- STOCK UNDERLYING ALL OTHER NAME AND POSITION SALARY BONUS AWARDS(1) OPTIONS(2) COMPENSATION(3) ----------------- -------- -------- ---------- ---------- --------------- Joseph P. Sullivan 1998 $531,000 $536,000 $ 0 37,616 $55,000 President and Chief 1997 513,300 473,700 0 40,792 61,100 Executive Officer 1996 492,600 446,000 89,400 43,191 46,400 C. Gregory Schonert 1998 198,300 140,000 0 10,596 34,100 Senior Vice President and 1997 179,600 120,000 0 10,693 32,800 Chief Development Officer 1996 174,600 89,800 0 11,492 33,900 Michael J. McGee 1998 198,300 140,000 0 10,596 30,600 Senior Vice President, 1997 178,800 120,000 0 10,693 30,600 Chief Financial Officer 1996 163,200 110,000 0 10,820 30,500 and Treasurer Steven A. Roseman(4) 1998 188,800 130,000 0 10,066 124,400 Senior Vice President, 1997 84,900 55,000 0 10,448 44,000 General Counsel and Secretary Thomas T. Schleck(5) 1998 118,900 0 0 11,550 35,300 Former Senior Vice President and 1997 207,300 110,000 0 12,356 36,100 Chief Investment Officer 1996 142,200 74,000 0 26,148 126,900
- --------------- (1) Restricted stock awards are valued based on the fair market price of the Company's Common Stock on the date of grant, which was $22.875 for the 3,910 shares of restricted stock awarded to Mr. Sullivan in 1996. Awards of restricted stock vest ratably over two years and dividends are paid on shares of restricted stock at the same rate as all other shares of Common Stock. At December 31, 1998, there were no shares of restricted stock that were held and remain restricted. (2) Amounts included represent options to purchase Common Stock on the date of grant. Stock options vest ratably over two years and are coupled with dividend equivalent rights. (3) Includes amounts paid for 1998 under the Company's Money Purchase Retirement Plan and Executive Medical and Financial Planning Reimbursement Plan, and for life insurance policies, auto allowances and relocation expenses as follows:
MEDICAL AND FINANCIAL LIFE AUTO RELOCATION RETIREMENT PLANNING INSURANCE ALLOWANCES EXPENSES ---------- ----------- --------- ---------- ---------- Joseph P. Sullivan $30,000 $8,300 $5,900 $10,800 $ 0 C. Gregory Schonert 30,000 2,900 1,200 0 0 Michael J. McGee 30,000 0 600 0 0 Steven A. Roseman 30,000 0 2,300 0 92,100 Thomas T. Schleck(5) 30,000 2,000 3,300 0 0
(4) Mr. Roseman commenced employment with the Company in July 1997. (5) Mr. Schleck commenced employment with the Company in April 1996 and resigned from the Company in July 1998. 4 5 OPTION GRANTS IN 1998 The following table sets forth certain information concerning individual grants of options to purchase Common Stock made to each of the Named Executive Officers during the year ended December 31, 1998:
NUMBER OF PERCENTAGE OF SECURITIES TOTAL STOCK AVERAGE UNDERLYING OPTIONS EXERCISE OPTIONS GRANTED TO PRICE EXPIRATION PRESENT VALUE ON NAME GRANTED(1) EMPLOYEES ($/SH)(1) DATE DATE OF GRANT(2) ---- ----------- ------------- --------- ---------- ---------------- Joseph P. Sullivan 37,616 46.77% $28.3125 01/22/08 $66,600 C. Gregory Schonert 10,596 13.18% 28.3125 01/22/08 18,800 Michael J. McGee 10,596 13.18% 28.3125 01/22/08 18,800 Steven A. Roseman 10,066 12.51% 28.3125 01/22/08 17,800 Thomas T. Schleck(3) 11,550 14.36% 28.3125 01/22/08 20,500
- --------------- (1) Stock options were granted in tandem with dividend equivalent rights ("DERs") at the fair market price of the Company's Common Stock on the date of grant. All stock options granted in 1998 were options to purchase Common Stock. At December 31, 1998, the number of DER shares relating to options for Common Stock granted in 1998 held by the Named Executive Officers were as follows: Mr. Sullivan: 3,290; Mr. Schonert: 926; Mr. McGee: 926; Mr. Roseman: 880 and Mr. Schleck: 0. The dollar value of all such DER shares at December 31, 1998, based on the closing price of the Common Stock on December 31, 1998, was $124,200. (2) Estimated present values as of the dates of grant are based on the Black-Scholes Model, a mathematical formula used to value options traded on stock exchanges. The Black-Scholes Model considers a number of factors, including the stock's volatility and dividend rate, the term of the option, and interest rates. The ultimate value of the options will depend on the future market price of the Common Stock, which cannot be forecast with reasonable accuracy. The expected volatility of the Common Stock used in valuing the options is 15%, and is based on the historical volatility of the Common Stock. The future dividend yield assumed in valuing the options is 7.5%. The options are valued assuming they have an expected life of 8 years. The weighted average risk-free rate of return used in valuing the options is 5.71%. This weighted average risk-free rate of return was determined based upon the quoted yields for U.S. Treasury Strips (principal only securities) with a term equivalent to the expected life of the options at the approximate date the options were granted. Estimated present values do not include DERs. (3) Mr. Schleck resigned from the Company in July 1998. All of Mr. Schleck's unvested stock options and related DER shares were cancelled. 5 6 AGGREGATED OPTION EXERCISES IN 1998 AND OPTION VALUES AT DECEMBER 31, 1998 The following table sets forth certain information concerning the exercise of stock options by the Named Executive Officers during the year ended December 31, 1998 and the value of stock options held as of December 31, 1998 by each of the Named Executive Officers:
NUMBER OF SECURITIES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT SHARES DECEMBER 31, 1998 DECEMBER 31, 1998(2) ACQUIRED VALUE --------------------------- --------------------------- NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ---- ----------- ----------- ----------- ------------- ----------- ------------- Joseph P. Sullivan Common Stock 0 $ 0 235,683 58,012 $1,808,000 $0 Depositary Shares 0 0 17,210 0 73,600 0 C. Gregory Schonert Common Stock 0 0 73,648 15,942 324,700 0 Depositary Shares 0 0 6,681 0 13,800 0 Michael J. McGee Common Stock 0 0 61,692 15,942 270,100 0 Depositary Shares 0 0 4,553 0 11,200 0 Steven A. Roseman Common Stock 0 0 5,224 15,290 0 0 Depositary Shares 0 0 0 0 0 0 Thomas T. Schleck(3) Common Stock 38,638 292,200 0 0 0 0 Depositary Shares 0 0 0 0 0 0
- --------------- (1) Value realized at exercise is the difference between the fair market price of the underlying shares on the date of exercise less the exercise price per share of Common Stock, multiplied by the number of shares acquired upon exercise. (2) Calculated based on the closing prices of the Common Stock and the Depositary Shares at December 31, 1998 multiplied by the number of applicable shares in-the-money, less the total exercise price for such shares and considering accumulated tandem DER shares. (3) Mr. Schleck resigned from the Company in July 1998. All of Mr. Schleck's unvested stock options and related DER shares were cancelled. 6 7 EMPLOYMENT AGREEMENTS Messrs. Sullivan, Schonert, McGee and Roseman are entitled to receive minimum compensation under three-year employment agreements with the Company at the rate of $549,500, $225,000, $212,000 and $201,000 per annum in 1999, respectively. If the employment of any of Messrs. Sullivan, Schonert, McGee or Roseman is terminated by reason of a "change of control" (as defined in their employment agreements), he will be entitled to receive a payment equal to three times his average salary plus bonus for the three most recent years. MONEY PURCHASE RETIREMENT PLAN The Company has a Money Purchase Retirement Plan (the "Money Purchase Plan") pursuant to which it provides retirement benefits for all of its employees. The Company is required to make an annual contribution pursuant to the Money Purchase Plan on behalf of its employees, subject to a maximum contribution for each participant not to exceed the lesser of $30,000 or 25% of the participant's annual compensation. A participant's interest in contributions made to the Money Purchase Plan for his account become 100% vested after one year of service with the Company. Benefits are payable to participants upon their retirement, termination or death. The Company is required to fund annual contributions pursuant to the direction of participants into various investment funds managed by a brokerage firm. The Company is in the process of adopting a senior executive retirement plan that will provide retirement benefits to the Company's chief executive officer that will not be subject to the maximum contribution limitations of the Money Purchase Retirement Plan. DIRECTOR COMPENSATION AND DIRECTOR STOCK OPTION PLANS Cash Compensation. Outside directors of the Company receive a retainer fee for their Board work in the amount of $24,000 per year. Outside directors receive an additional $1,000 payment for each in-person meeting attended of any Committee on which they serve (except for the Chairman of the Committee, who receives $1,500 for each Committee in-person meeting attended). Outside directors receive an additional $500 payment for their participation in each telephonic meeting of the Board or a Committee. Stock Option Plans for Nonemployee Directors. Outside directors who were directors of the Company on the date the 1990 Plan was approved by the Company's shareholders received an option to purchase 20,000 shares of Common Stock pursuant to the 1990 Plan. Furthermore, pursuant to either the 1990 Plan or the Company's Nonqualified Stock Option Plan for Nonemployee Directors (the "Directors Option Plan"), which was approved by the shareholders of the Company on May 11, 1994, an option for 20,000 shares of Common Stock will be granted to a new nonemployee director upon his election to the Board, and an option for 10,000 shares of Common Stock will be granted to each incumbent nonemployee director on each January 31 during the period such person continues to serve as a nonemployee director. 7 8 The exercise price of the options granted under the 1990 Plan must not be less than the fair market value of the Common Stock on the date of grant. The exercise price of the options granted under the Directors Option Plan is equal to the average of the closing price of the Common Stock on the NYSE for the five trading days commencing on February 15 (or the first trading day thereafter if such date is not a trading day) of the year in which the grant is made. The maximum term of each option granted under the 1990 Plan and the Directors Option Plan may not be longer than 10 years. Under the terms of the Directors Option Plan, a nonemployee director may elect to have his or her director's fees credited to an account in Units (an accounting unit equal in value to one share of Common Stock). Deferred fees payable in Units will be credited to a nonemployee director's account at the end of each fiscal quarter on the basis of the average of the closing prices of the Common Stock on the NYSE on the last trading day of each calendar month during the quarter. After the end of the third fiscal year after each fiscal year in which any deferred fees have been credited to a nonemployee director's account, unless such nonemployee director shall have elected to have his or her entire deferred amount distributed upon termination of services as a director, the Company shall deliver to such nonemployee director that number of full shares of Common Stock that is equal to the number of Units credited to such nonemployee director's account with respect to such fiscal year, including the dividend equivalents allocable to such Units. Upon the termination of service of the nonemployee director as a director of the Company for any reason, the Company shall pay the nonemployee director or his or her beneficiary, as the case may be, the balance of his or her account in full shares of Common Stock in one lump sum. Two nonemployee directors elected to have all or a portion of their director's fees credited to their accounts pursuant to the Directors Option Plan in 1998 and one nonemployee director made such an election for 1999. Directors Retirement Plan. The Retirement Plan for Outside Directors (the "Director Retirement Plan") provides that nonemployee directors elected to the Board prior to January 1997 are eligible for a retirement benefit if they retire from the Board with at least five years of service. Only three of the Company's current nonemployee directors are eligible for the Director Retirement Plan. An eligible retiring director will receive an annual benefit for a number of years equal to his years of service on the Board up to a maximum of 10 years. The annual benefit is equal to the annual base director fee in effect as of the date of a director's retirement. All benefit payments terminate upon the death of a director. The Director Retirement Plan is unfunded. Directors Deferred Compensation Plan. The Company has a Directors Deferred Compensation Plan that allows a member of the Board of Directors to defer the payment of compensation payable by reason of that person's capacity as a director. Pursuant to the Plan a director may elect to defer payment of between 50% to 100% of such compensation in any calendar year. Any compensation that is deferred shall be paid in accordance with the election by the director, together with accrued interest at a rate equal to the prime rate used by Wells Fargo Bank, N.A. No director deferred any compensation pursuant to this plan in 1998. 8 9 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth, as of April 15, 1999, the shares of Common Stock and Depositary Shares beneficially owned (including shares subject to options exercisable within 60 days of such date) by each Director and Named Executive Officer, and all such persons as a group. Except as otherwise indicated, to the knowledge of the Company, all persons listed below have sole voting and investment power with respect to their shares of Common Stock and Depositary Shares. Except as noted, the beneficial holdings of each person listed below represent less than 1% of the outstanding shares of Common Stock and Depositary Shares.
COMMON STOCK DEPOSITARY SHARES -------------------------------------- -------------------------------------- OPTIONS TOTAL OPTIONS TOTAL SHARES EXERCISABLE SHARES SHARES EXERCISABLE SHARES NAME OF HELD WITHIN 60 BENEFICIALLY HELD WITHIN 60 BENEFICIALLY BENEFICIAL OWNER OF RECORD DAYS(1) OWNED OF RECORD DAYS(1) OWNED ---------------- --------- ----------- ------------ --------- ----------- ------------ James L. Fishel.................... 500 55,000 55,500 0 3,000 3,000 James D. Harper, Jr. .............. 500 25,000 25,500 0 0 0 Sheldon S. King(2)................. 3,358 95,000 98,358 100 7,000 7,100 Peter K. Kompaniez(2).............. 1,941 10,000 11,941 0 0 0 Michael J. McGee................... 18,000 72,336 90,336 1,271 4,553 5,824 John P. Mamana, M.D. .............. 2,000 25,000 27,000 0 0 0 Steven A. Roseman.................. 1,000 15,481 16,481 0 0 0 Louis T. Rosso..................... 1,000 55,000 56,000 0 3,000 3,000 Thomas T. Schleck(3)............... 19,000 0 19,000 0 0 0 C. Gregory Schonert................ 12,784 84,292 97,076 1,228 6,681 7,909 Joseph P. Sullivan................. 34,000 274,887 308,887(4) 2,909 17,210 20,119 All Directors and Executive Officers as a Group (11 persons)(5)...................... 94,083 711,996 806,079 5,508 41,444 46,952
- --------------- (1) Excludes shares issuable upon exercise of related dividend equivalent rights. (2) Beneficial ownership includes shares issuable to Messrs. King and Kompaniez in lieu of director fees. (3) Mr. Schleck resigned from the Company in July 1998. (4) Represents 1.2% of the outstanding shares of Common Stock on April 15, 1999. (5) Total beneficially owned represents approximately 3.1% of the outstanding shares of Common Stock and approximately 2.2% of the outstanding Depositary Shares. PRINCIPAL SHAREHOLDERS OF THE COMPANY The following table sets forth, as of February 16, 1999, information with respect to persons known by the Company to be beneficial owners of more than five percent of the shares of Common Stock. The Company is not aware of any person who is a beneficial owner of more than five percent of the Depositary Shares.
SHARES OF NAME OF COMMON STOCK BENEFICIAL OWNER BENEFICIALLY OWNED ---------------- ------------------ Franklin Resources, Inc.(1)................................. 2,357,991 777 Mariners Island Blvd. San Mateo, California 94404
- --------------- (1) Represents 9.4% of the outstanding Common Stock on April 15, 1999. Includes beneficial ownership of (i) 2,060,300 shares of Common Stock owned directly by Templeton Global Advisors Limited, (ii) 235,682 shares of Common Stock owned directly by Templeton/Franklin Investment Services, Inc., (iii) 59,000 shares of Common Stock owned directly by Templeton Investment Management Limited and (iv) 3,009 shares of Common Stock owned directly by Franklin Management, Inc. Franklin Resources, Inc. ("FRI") is the parent holding company of Templeton Global Advisors Limited, Templeton/Franklin Investment Services, Inc., Templeton Investment Management Limited, and Franklin Management, Inc. Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10% of the outstanding common stock of FRI and are the principal shareholders of FRI. FRI and the Principal Shareholders may be deemed to be beneficial owners of such shares; however, FRI and the Principal Shareholders disclaim beneficial ownership of these shares. This information is based solely on information contained in a Form 13-G filed by Franklin Resources, Inc. with the Securities and Exchange Commission on January 26, 1999 and delivered to the Company. 9 10 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN HEALTH PROPERTIES, INC. By: /s/ MICHAEL J. McGEE ---------------------------- Date: May 19, 1999 Michael J. McGee Senior Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) 10 -----END PRIVACY-ENHANCED MESSAGE-----