As filed with the Securities and Exchange Commission on February 8, 1995
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): FEBRUARY 2, 1995
HEALTH CARE PROPERTY INVESTORS, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 1-8895 33-0091377
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
10990 WILSHIRE BOULEVARD, SUITE 1200
LOS ANGELES, CALIFORNIA 90024
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (310) 473-1990
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An Exhibit Index is on page 4 of this report.
Item 5. Other Events
On July 29, 1993, Health Care Property Investors, Inc. (the "Company")
filed with the Securities and Exchange Commission (the "Commission") a
registration statement on Form S-3 (File No. 33-66676) (the "Registration
Statement") relating to the registration under the Securities Act of 1933,
as amended (the "Securities Act"), of an initial public offering price of up
to $200,000,000 of common stock, par value $1.00 per share (the "Common
Stock"), preferred stock, par value $1.00 per share, and unsecured debt
securities of the Company, which Registration Statement was declared
effective on August 19, 1993.
On February 2, 1995, the Company entered into a purchase agreement (the
"Purchase Agreement") with Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Alex. Brown & Sons Incorporated and Dean Witter
Reynolds Inc. (collectively, the "Underwriters") pursuant to which the
Company agreed to issue and sell and the Underwriters agreed, subject to
certain conditions, to purchase 1,500,000 shares of Common Stock of the
Company at a purchase price to the Underwriters of $27.48 per share and to
the public of $29.00 per share. The gross public offering price will be
$43,500,000 and the proceeds to the Company will be $41,220,000 (before
deducting expenses payable by the Company estimated at $300,000). The
Company also granted to the Underwriters an option to purchase all or any
part of up to an additional 225,000 shares solely to cover over-allotments,
if any. The Underwriters notified the Company on February 6, 1995 that they
will exercise the over-allotment option in full, which will increase the gross
public offering price to $50,025,000 and the proceeds to the Company to
$47,403,000 (before deducting expenses). The Purchase Agreement is attached
hereto as Exhibit 1.5. In addition, a Statement re: Computation of Ratio of
Earnings to Fixed Charges is attached hereto as Exhibit 12.2.
Item 7. Financial Statements and Exhibits
(c) Exhibits. The following Exhibits are filed as part of this Report
and as Exhibits to the Registration Statement (File No. 33-66676).
1.5 Purchase Agreement dated as of February 2, 1995 among the Company,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Alex. Brown & Sons Incorporated and Dean Witter Reynolds Inc.
10.37 Revolving Credit Agreement dated as of March 31, 1994 among the
Company, The Bank of New York, Wells Fargo Bank, Kredietbank N.V., The Long-
Term Credit Bank of Japan, Ltd., NationsBank of Texas, N.A., Bank of Hawaii
and Sanwa Bank California.
12.2 Statement re: Computation of Ratio of Earnings to Fixed Charges
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.
HEALTH CARE PROPERTY INVESTORS, INC.
Date: February 8, 1995 By: /s/JAMES G. REYNOLDS
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Name: James G. Reynolds
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Page No.
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1.5 Purchase Agreement dated as of February 2, 1995
among the Company, Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Alex.
Brown & Sons Incorporated and Dean Witter Reynolds.
10.37 Revolving Credit Agreement dated as of March 31, 1994
among the Company, The Bank of New York, Wells Fargo
Bank, Kredietbank N.V., The Long-Term Credit Bank of
Japan, Ltd., NationsBank of Texas, N.A.,Bank of Hawaii
and Sanwa Bank California.
12.2 Statement re: Computation of Ratio of Earnings to
Fixed Charges