-----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, DmU7/27p/3G0EhRjtM/+mpCkUoo2mAi2j3c05B5iVDSTV2Wrvmo0gzOtYP/Ui1oy TJXKW9pRqpC1L5VnEYFRAw== 0001035704-98-000250.txt : 19980409 0001035704-98-000250.hdr.sgml : 19980409 ACCESSION NUMBER: 0001035704-98-000250 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980408 SROS: NYSE 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: 98589295 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 AMENDMENT NO. 1 TO FORM 10-K 405 FYE 12/31/97 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, 1997 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 13, 1998 there were outstanding (i) 23,965,255 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 $663,700,000. For the purposes of the foregoing calculation only, all directors and executive officers of the Registrant have been deemed affiliates. Documents Incorporated by Reference: Items 10, 11 and 12 of Part III are incorporated by reference from the definitive proxy statement of American Health Properties, Inc., to be filed within 120 days after December 31, 1997. ================================================================================ 2 American Health Properties Inc. hereby amends its Annual Report on Form 10-K for the year end December 31, 1997 to correct a typographical error contained in the Report of Independent Public Accountants relating to the Company's Psychiatric Group Financial Statements. No amendment has been made to such financial statements. 3 AMERICAN HEALTH PROPERTIES, INC. AND SUBSIDIARIES REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To American Health Properties, Inc.: We have audited the accompanying combined balance sheets of the Psychiatric Group (a business unit of American Health Properties, Inc.) as of December 31, 1997 and 1996, and the related combined statements of operations, total attributed equity and cash flows for each of the three years in the period ended December 31, 1997. These financial statements are the responsibility of the management of American Health Properties, Inc. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Psychiatric Group as of December 31, 1997 and 1996, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1997 in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Denver, Colorado, February 24, 1998. F-42 4 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, in the City of Englewood, State of Colorado, on the 7th day of April, 1998. AMERICAN HEALTH PROPERTIES, INC. By: MICHAEL J. MCGEE ------------------------------------ Michael J. McGee Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 5 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ---- PRINCIPAL EXECUTIVE OFFICER /s/ JOSEPH P. SULLIVAN* Chairman of the Board, Chief April 7, 1998 - --------------------------------------------------- Executive Officer and Joseph P. Sullivan Director PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER /s/ MICHAEL J. MCGEE Senior Vice President and April 7, 1998 - --------------------------------------------------- Chief Financial Officer Michael J. McGee /s/ ROYCE DIENER* Director April 7, 1998 - --------------------------------------------------- Royce Diener /s/ JAMES L. FISHEL* Director April 7, 1998 - --------------------------------------------------- James L. Fishel /s/ JAMES D. HARPER, JR.* Director April 7, 1998 - --------------------------------------------------- James D. Harper, Jr. /s/ SHELDON S. KING* Director April 7, 1998 - --------------------------------------------------- Sheldon S. King /s/ JOHN P. MAMANA, M.D.* Director April 7, 1998 - --------------------------------------------------- John P. Mamana, M.D. Director - --------------------------------------------------- Louis T. Rosso
*By: /s/ Michael J. McGee ---------------------- Michael J. McGee Attorney-in-fact 6 EXHIBIT INDEX 3.1 -- Certificate of Incorporation, as amended to date, filed as Exhibit 4.1 to the Company's Registration Statement on Form S-3 (No. 33-61895), and incorporated herein by reference. 3.2 -- Amended and Restated Bylaws of the Company, filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, and incorporated herein by reference. 4.1 -- Rights Agreement dated as of April 10, 1990, filed as Exhibit 2 to the Company's Registration Statement on Form 8-A dated April 20, 1990, and incorporated herein by reference. 4.2 -- Indenture dated as of January 15, 1997 between American Health Properties, Inc. and The Bank of New York as Trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated January 21, 1997, and incorporated by reference. 4.3 -- Certificate of Designations of Psychiatric Group Preferred Stock, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 1995, and incorporated herein by reference. *4.4 -- Certificate of Increase to Certificate of Designations of Series A Preferred Stock 4.5 -- Certificate of Designations of Series B Preferred Stock, filed as Exhibit 4.1 to the Company's Registration Statement on Form 8-A filed November 7, 1997, and incorporated herein by reference. 10.1 -- American Health Properties, Inc. 1988 Stock Option Plan, filed as Exhibit 28 to the Company's Registration Statement on Form S-8 (No. 33-25781), filed with the Securities and Exchange Commission on November 28, 1988, and incorporated herein by reference. 10.2 -- American Health Properties, Inc. 1990 Stock Incentive Plan, filed as Exhibit B to the Company's Proxy Statement for its 1990 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on May 7, 1990, and incorporated herein by reference. 10.3 -- Employment Agreements between the Company and Joseph P. Sullivan, C. Gregory Schonert and Michael J. McGee, filed as Exhibits 10.1, 10.2, and 10.3, respectively, to the Company's Current Report on Form 8-K dated January 8, 1997, and incorporated herein by reference. 10.4 -- Employment Agreement between American Health Properties, Inc. and Thomas T. Schleck, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 21, 1997, and incorporated by reference. 10.5 -- American Health Properties, Inc. 1994 Stock Incentive Plan, filed as Appendix A to the Company's Proxy Statements for its 1994 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 8, 1994, and incorporated herein by reference. 10.6 -- American Health Properties, Inc. Nonqualified Stock Option Plan for Nonemployee Directors, filed as Appendix B to the Company's Proxy Statement for its 1994 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 8, 1994, and incorporated herein by reference. 10.7 -- Credit Agreement dated as of December 23, 1997 among American Health Properties, Inc., the financial institutions listed therein, Banque Paribas as Co-Agent, First Union Bank of North Carolina as Co-Agent, NationsBank of Texas, N.A. as Co-Agent and Wells Fargo Bank, N.A. as Arranger, Agent and Facing Bank, filed as Exhibit 10.1 to the Company's Registration Statement on Form S-3 (No. 333-27651), and incorporated herein by reference. 10.8 -- Employment Agreement between American Health Properties, Inc. and Steven A. Roseman, filed as Exhibit 10.2 to the Company's Registration Statement on Form S-3 (No. 333-27651), and incorporated herein by reference. *21 -- List of subsidiaries of the Company 23 -- Consent of Independent Public Accountants *24 -- Powers of Attorney (included in signature page) *27 -- Financial Data Schedule *99.1 -- Four Winds, Inc. Financial Highlights
- ------------ * Previously filed. EX-23 2 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 10-K/A-1, into the following of the Company's previously filed Registration Statements: Form S-8 (File No. 33-25781); Form S-8 (File No. 33-36090); Form S-8 (File No. 33-54813); Form S-8 (File No. 33-54815); Form S-3 (File No. 33-36091); Form S-3 (File No. 33-61895); Form S-3 (File No. 333-27651); and Form S-4 (File No. 333-48813). ARTHUR ANDERSEN LLP Denver, Colorado, March 27, 1998. -----END PRIVACY-ENHANCED MESSAGE-----