UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. For the quarterly period ended September 30, 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 1-8895
- - --------------------------------------------------------------------------------
HEALTH CARE PROPERTY INVESTORS, INC.
(Exact name of registrant as specified in its charter)
- - --------------------------------------------------------------------------------
Maryland 33-0091377
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
4675 MacArthur Court, 9th Floor
Newport Beach, CA 92660
(Address of principal executive offices)
(714) 221-0600
(Registrant's telephone number, including area code)
----------------------
Indicate by check mark whether the 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 the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes [X] No[ ]
As of November 5, 1997 there were 28,778,819 shares of $1.00 par value
common stock outstanding.
1
HEALTH CARE PROPERTY INVESTORS, INC.
INDEX
PART I. FINANCIAL INFORMATION
PAGE NO.
---------
Item 1. Financial Statements:
Consolidated Balance Sheets
September 30, 1997 and December 31, 1996. . . . . . . . . . . . . . 2
Consolidated Statements of Income
Nine Months and Three Months Ended September 30, 1997 and 1996. . . 3
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 1997 and 1996 . . . . . . . . . . . 4
Notes to Consolidated Condensed Financial Statements. . . . . . . . 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . . . 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . 12
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2
HEALTH CARE PROPERTY INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollar amounts in thousands)
September 30, December 31,
1997 1996
--------------- ---------------
ASSETS
Real Estate Investments
Buildings and Improvements $ 762,285 $ 693,586
Accumulated Depreciation (165,329) (147,860)
--------- ---------
596,956 545,726
Construction in Progress 17,471 7,905
Land 82,399 70,103
--------- ---------
696,826 623,734
Loans Receivable 112,422 112,227
Investments in and Advances to Partnerships 6,429 6,531
Other Assets 8,392 8,350
Cash and Cash Equivalents 3,020 2,811
--------- ---------
TOTAL ASSETS $ 827,089 $ 753,653
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Bank Notes Payable $ 7,400 $ ---
Senior Notes Payable 274,978 267,470
Convertible Subordinated Notes Payable 100,000 100,000
Mortgage Notes Payable 11,249 12,034
Accounts Payable, Accrued Liabilities and Deferred Income 24,751 19,739
Minority Interests in Partnerships 17,040 17,604
Stockholders' Equity:
Preferred Stock 57,810 ---
Common Stock 28,727 28,678
Additional Paid-In Capital 357,160 355,672
Cumulative Net Income 428,102 379,970
Cumulative Dividends (480,128) (427,514)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 391,671 336,806
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 827,089 $ 753,653
========= =========
See accompanying Notes to Consolidated Condensed Financial Statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
3
HEALTH CARE PROPERTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Amounts in thousands, except per share amounts)
Three Months Nine Months
Ended September 30, Ended September 30,
--------------------------- ---------------------------
1997 1996 1997 1996
------------ ----------- ------------ -----------
REVENUE
Base Rental Income $ 23,567 $ 21,130 $ 68,337 $ 62,021
Additional Rental and Interest Income 5,208 4,839 15,821 15,389
Interest and Other Income 3,532 3,908 10,767 11,996
--------- --------- --------- ---------
32,307 29,877 94,925 89,406
--------- --------- --------- ---------
EXPENSE
Interest Expense 7,447 6,736 21,407 19,638
Depreciation/Non Cash Charges 6,521 5,863 19,056 16,825
Other Expenses 1,875 1,612 5,511 5,150
--------- --------- --------- ---------
15,843 14,211 45,974 41,613
--------- --------- --------- ---------
INCOME FROM OPERATIONS 16,464 15,666 48,951 47,793
Minority Interests (845) (638) (2,866) (2,573)
Gain on Sale of Real Estate Properties --- --- 2,047 ---
--------- --------- --------- ---------
NET INCOME 15,619 15,028 48,132 45,220
--------- --------- --------- ---------
DIVIDENDS TO PREFERRED STOCKHOLDERS 66 --- 66 ---
--------- --------- --------- ---------
NET INCOME APPLICABLE TO COMMON SHARES $ 15,553 $ 15,028 $ 48,066 $ 45,220
========= ========= ========= =========
NET INCOME PER COMMON SHARE $ 0.54 $ 0.52 $ 1.67 $ 1.58
========= ========= ========= =========
WEIGHTED AVERAGE SHARES OUTSTANDING 28,721 28,667 28,711 28,644
========= ========= ========= =========
See accompanying Notes to Consolidated Condensed Financial Statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
4
HEALTH CARE PROPERTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
Nine Months
Ended September 30,
---------------------------
1997 1996
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 48,132 $ 45,220
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Real Estate Depreciation 16,664 15,021
Non Cash Charges 2,392 1,804
Partnership Adjustments (552) (672)
Gain on Sale of Real Estate Properties (2,047) ---
Changes in:
Operating Assets (1,550) 963
Operating Liabilities 4,400 11,953
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 67,439 74,289
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Real Estate Properties (96,456) (103,762)
Proceeds from Sale of Real Estate Properties 8,624 ---
Advances Repaid by Partnerships --- 4,465
Other Investments and Loans 1,084 7,970
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (86,748) (91,327)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Change in Bank Notes Payable 7,400 (31,700)
Repayment of Senior Notes Payable (12,500) ---
Issuance of Senior Notes Payable 19,876 113,329
Cash Proceeds from Issuing Preferred Stock 57,810 ---
Cash Proceeds from Issuing Common Stock 416 1,304
Periodic Payments on Mortgages (722) (1,060)
Dividends Paid on Common Shares (52,548) (48,986)
Other Financing Activities (214) (640)
---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 19,518 32,247
---------- ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 209 15,209
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,811 2,000
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 3,020 $ 17,209
========== ==========
See accompanying Notes to Consolidated Condensed Financial Statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
5
HEALTH CARE PROPERTY INVESTORS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 30, 1997
(Unaudited)
(1) SIGNIFICANT ACCOUNTING POLICIES
The unaudited financial information furnished herein, in the opinion of
management, reflects all adjustments that are necessary to state fairly the
financial position, the results of operations, and cash flows of Health Care
Property Investors, Inc. and its affiliated subsidiaries and partnerships (the
"Company"). The Company presumes that users of the interim financial
information herein have read or have access to the audited financial statements
and Management's Discussion and Analysis of Financial Condition and Results of
Operations for the preceding fiscal year ended December 31, 1996 and that the
adequacy of additional disclosures needed for a fair presentation, except in
regard to material contingencies, may be determined in that context.
Accordingly, footnotes and other disclosures that would substantially duplicate
the disclosures contained in the Company's most recent annual report on Form 10-
K to security holders have been omitted. The interim financial information
contained herein is not necessarily representative of a full year's operations
for various reasons including acquisitions, changes in rents, interest rates and
the timing of debt and equity financings. These same considerations apply to
all year-to-year comparisons.
Net Income Per Common Share
Net Income per common share is calculated by dividing Net Income applicable to
common shares by the weighted average common shares outstanding during the
period. There were 28,726,819 shares outstanding as of September 30, 1997.
Reclassifications
Reclassifications have been made for comparative financial statement
presentations.
(2) PREFERRED STOCK ISSUANCE
On September 26, 1997, the Company issued 2,400,000 shares of 7-7/8% Series A
Cumulative Redeemable Preferred Stock ("Preferred Stock") which generated net
proceeds of $57,810,000 (net of underwriters' discount and other offering
expenses). Dividends on the Preferred Stock are payable quarterly in arrears in
March, June, September and December, commencing with the quarter ending December
31, 1997. The Preferred Stock is not redeemable prior to September 30, 2002,
after which date the Preferred Stock may be redeemable at par ($25 per share or
$60,000,000 in the aggregate) any time for cash at the option of the Company.
The Preferred Stock has no stated maturity, will not be subject to any sinking
fund or mandatory redemption and is not convertible into any other securities of
the Company.
6
(3) MAJOR OPERATORS
Listed below are the Company's major operators and the percentage of revenue
from these operators and their subsidiaries.
Percentage of
Operators Revenue Total Revenue
- - ------------ ------------- --------------
Vencor, Inc. ("Vencor") $ 17,637,000 18.6%
Emeritus Corporation 7,733,000 8.2
Beverly Enterprises, Inc. ("Beverly") 7,424,000 7.8
Horizon/CMS Healthcare Corporation ("Horizon") 7,409,000 7.8
Tenet Healthcare Corporation ("Tenet") 6,543,000 6.9
Columbia/HCA Healthcare Corp. 6,088,000 6.4
HealthSouth Corporation ("HealthSouth") 4,720,000 5.0
All of the leases with Tenet and Vencor and one lease with HealthSouth are
unconditionally guaranteed by Tenet. Those leases represent approximately 26.6%
of the Company's total revenue for the nine months ended September 30, 1997.
(4) STOCKHOLDERS' EQUITY
The following tabulation is a summary of the activity for the Stockholders'
Equity account for the nine months ended September 30, 1997 (amounts in
thousands):
Preferred Stock Common Stock
----------------- ---------------------------------
Par Additional Total
Number of Number of Value Paid-In Cumulative Stockholders'
Shares Amount Shares Amount Capital Net Income Dividends Equity
- - -----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1996 --- $ --- 28,678 $28,678 $355,672 $379,970 $(427,514) $336,806
Issuance of Preferred Stock, Net 2,400 57,810 57,810
Issuance of Common Stock, Net 31 31 1,090 1,121
Exercise of Stock Options 18 18 398 416
Net Income 48,132 48,132
Dividends -- Common Shares (52,548) (52,548)
Dividends -- Preferred Shares (66) (66)
- - -----------------------------------------------------------------------------------------------------------------------------------
Balance, September 30, 1997 2,400 $ 57,810 28,727 $28,727 $357,160 $428,102 $(480,128) $391,671
===================================================================================================================================
(5) COMMITMENTS
As of November 5, 1997, the Company has outstanding commitments on closed and
to-be-closed development transactions of approximately $54,000,000 and
$62,000,000, respectively. The Company is also committed to acquire
approximately $101,000,000 of existing health care facilities. The Company
expects that a significant portion of these commitments will be funded; however,
experience suggests that some committed transactions will not close.
Transactions do not close for various reasons including unsatisfied
pre-closing conditions, competitive financing sources, final negotiation
differences and the operator's inability to obtain required internal or
governmental approvals.
7
(6) SUBSEQUENT EVENTS
On October 16, 1997 the Board of Directors declared a quarterly dividend of
$0.63 per common share payable on November 20, 1997, to stockholders of record
on the close of business on November 5, 1997.
The Board of Directors also declared a $0.519532 per share dividend on the
Preferred Stock. This preferred dividend is made up of the regular quarterly
preferred dividend of $0.492188 and $0.027344 for the five days the preferred
shares were outstanding during the third quarter of 1997. The preferred
dividend will be paid on December 31, 1997 to shareholders of record on the
close of business December 15, 1997.
8
HEALTH CARE PROPERTY INVESTORS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
The Company is in the business of acquiring health care facilities that it
leases on a long-term basis to health care providers. On a more limited basis,
the Company has provided mortgage financing on health care facilities. As of
September 30, 1997, the Company's portfolio of properties, including equity
investments, consisted of 229 facilities located in 38 states. These facilities
are comprised of 134 long-term care facilities, 66 congregate care and assisted
living facilities, 12 medical office buildings, seven acute care hospitals, six
rehabilitation facilities, three physician group practice clinics and one
psychiatric care facility. The gross acquisition price of the properties, which
includes partnership acquisitions, was approximately $1,005,000,000 at September
30, 1997.
The Company had commitments to purchase and construct health care facilities
totaling approximately $217,000,000 for funding during 1997 and 1998. The
Company expects that a significant portion of these commitments will be funded
but that a portion may not be funded (see Note (5) to the Consolidated Condensed
Financial Statements).
RESULTS OF OPERATIONS
Net Income for the three and nine months ended September 30, 1997 totaled
$15,619,000 or $0.54 per share of common stock and $48,132,000 or $1.67 per
share on revenues of $32,307,000 and $94,925,000, respectively. This compares
to Net Income of $15,028,000 or $0.52 per share of common stock and $45,220,000
or $1.58 per share on revenues of $29,877,000 and $89,406,000 for the same
periods in 1996. Net Income for the nine months ended September 30, 1997
included a $2,047,000 or $0.07 per share gain on the sale of real estate
properties. Net Income for the nine months ended September 30, 1996 included
$1,100,000 or $0.04 per share of non-recurring income from the early payoff of
a mortgage loan.
Base Rental Income for the three and nine months ended September 30, 1997
increased $2,437,000 and $6,316,000 to $23,567,000 and $68,337,000,
respectively, as compared to the same period in the prior year. The majority
of the increase in Base Rental Income was generated by new equity investments
of approximately $119,000,000 and $117,000,000 made during 1997 and 1996.
Additional Rental and Interest Income from the existing portfolio increased
by $369,000 and $1,532,000 for the three and nine months ended
September 30, 1997, respectively, after giving effect (for the nine month
period) to the $1,100,000 non-recurring income discussed in the prior paragraph.
These increases were offset by a reduction in Interest and Other Income for the
three and nine months ended September 30, 1997 of $376,000 and $1,229,000,
respectively, as a result of the payoff of certain mortgage loans.
9
Interest Expense for the three and nine months ended September 30, 1997
increased $711,000 and $1,769,000 as a result of the issuance of long-term debt
discussed under Liquidity and Capital Resources, and higher short-term line
of credit balances. Depreciation/Non Cash Charges increased $658,000 and
$2,231,000 to $6,521,000 and $19,056,000 for the three and nine months ended
September 30, 1997, respectively, due primarily to new investments made during
1997 and 1996.
The Company believes that Funds From Operations ("FFO") is an important
supplemental measure of operating performance. Historical cost accounting for
real estate assets implicitly assumes that the value of real estate assets
diminishes predictably over time. Since real estate values instead have
historically risen and fallen with market conditions, presentations of operating
results for a real estate investment trust that uses historical cost accounting
for depreciation could be uninformative. The term FFO was designed by the real
estate investment trust industry to address this problem.
The Company has adopted the definition of FFO prescribed by the National
Association of Real Estate Investment Trusts ("NAREIT"). FFO is defined as net
income applicable to common shares (computed in accordance with generally
accepted accounting principles), excluding gains (or losses) from debt
restructuring and sales of property, plus real estate depreciation, and after
adjustments for unconsolidated partnerships and joint ventures. Adjustments for
unconsolidated partnerships and joint ventures are calculated to reflect FFO on
the same basis.
Below is a summary of the calculation of FFO:
Three Months Nine Months
Ended September 30, Ended September 30,
--------------------------- ---------------------------
1997 1996 1997 1996
------------ ----------- ------------ -----------
Net Income Applicable to Common Shares $ 15,553 $ 15,028 $ 48,066 $ 45,220
Real Estate Depreciation 5,692 5,261 16,664 15,021
Partnership Adjustments (168) (354) (552) (672)
Gain on Sale of Real Estate --- --- (2,047) ---
--------- --------- --------- ---------
$ 21,077 $ 19,935 $ 62,131 $ 59,569
========= ========= ========= =========
FFO for the three and nine months ended September 30, 1997 increased $1,142,000
to $21,077,000 and $2,562,000 to $62,131,000, respectively. The increase is
attributable to increases in Base Rental Income and Additional Rental and
Interest Income, and offset by increases in Interest Expense and decreases in
Interest and Other Income which are discussed in more detail above.
FFO does not represent cash generated from operating activities in accordance
with generally accepted accounting principles, is not necessarily indicative of
cash available to fund cash needs and should not be considered as an alternative
to net income. FFO, as defined by the Company, may not be comparable to
similarly entitled items reported by other real estate investment trusts that do
not define it exactly as the NAREIT definition.
10
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed acquisitions through the sale of common stock,
preferred stock, the issuance of long-term debt, the assumption of mortgage
debt, the use of short-term bank lines and through internally generated cash
flows. Facilities under construction are generally financed by means of cash on
hand or short-term borrowings under the Company's existing bank lines. At the
completion of construction and commencement of the lease, short-term borrowings
used in the construction phase are generally refinanced with new long-term debt
or equity offerings.
On February 15, 1996, the Company issued $115,000,000 of 6.5% Unsecured Senior
Notes due 2006. During March and April 1997, the Company issued two ten year
$10,000,000 MTNs with coupon rates of 7.30% and 7.62%, respectively. During
June 1997, $12,500,000 in MTNs with coupon rates of 10.20% and 10.30% were
redeemed. On September 26, 1997, the Company issued $60,000,000, 7-7/8% Series
A Cumulative Redeemable Preferred Stock. The net proceeds of $57,810,000 were
utilized to pay down short-term borrowings under the Company's revolving line of
credit. At September 30, 1997, stockholders' equity in the Company totaled
$391,671,000 and the debt to equity ratio was 1.00 to 1. For the nine months
ended September 30, 1997, FFO (before interest expense) covered Interest Expense
3.90 to 1.
As of September 30, 1997, the Company had approximately $225,000,000 and
$130,975,000 available under its existing shelf registration statements for the
future issuance of debt and equity securities and for its Series B and Series C
Medium-Term Note programs, respectively. These amounts may be issued from time
to time in the future based on Company needs and then existing market
conditions. As of September 30, 1997, the Company also had $92,600,000
available on its $100,000,000 revolving line of credit. On October 22, 1997,
the Company renegotiated its line of credit with the bank group which now
includes seven domestic and international banks. Two revolving lines of credit
have been obtained, one for $100,000,000 which expires on October 22, 2002 and
one for $50,000,000 which expires on October 22, 1998. The Company's Senior
Notes and Convertible Subordinated Notes have been rated investment grade by
debt rating agencies since 1986. Current ratings are as follows:
Moody's Standard & Poor's Duff & Phelps
--------------------------------------------------
Senior Notes Baa1 BBB+ A-
Convertible
Subordinated Notes Baa2 BBB BBB+
Since inception in May 1985, the Company has recorded approximately $572,902,000
in cumulative FFO. Of this amount, a total of $480,062,000 has been distributed
to stockholders as dividends. The balance of $92,840,000 has been retained, and
has been an additional source of capital for the Company.
At September 30, 1997, the Company held approximately $38,500,000 in irrevocable
letters of credit from commercial banks to secure the obligations of many
lessees' lease and borrowers' loan obligations. The Company may draw upon the
letters of credit if there are any defaults under the leases and/or loans.
Amounts available under letters of credit change based upon facility operating
conditions and other factors and such changes may be material.
11
The third quarter 1997 dividend of $0.62 per common share or $17,807,000 in the
aggregate was paid on August 20, 1997. Total dividends paid during the nine
months ended September 30, 1997 was $52,548,000 or 85% of FFO for the
corresponding period. The Company declared a fourth quarter dividend of $0.63
per common share or approximately $18,100,000 in the aggregate, to be paid on
November 20, 1997. The Company also declared a dividend of $1,247,000 on the
Preferred Stock, made up of the regular quarterly preferred dividend and the
five days the preferred shares were outstanding during the third quarter of
1997. The preferred dividend will be paid on December 31, 1997.
The Company has concluded a significant number of "facility rollover"
transactions in 1995, 1996 and 1997 on properties that have been under long-term
leases and mortgages. "Facility rollover" transactions principally include lease
renewals and renegotiations, exchanges, sales of properties, and, to a lesser
extent, payoffs on mortgage receivables. In 1995, the Company completed 20
facility rollovers including the sale of ten facilities with concurrent "seller
financing" for a gain of $23,550,000. The 1995 facility rollovers generated an
increase of $900,000 in FFO on an annualized basis. During the year ended
December 31, 1996, the Company completed or agreed in principle to complete 20
facility rollovers including the sale of nine facilities in Missouri and the
exchange of the Dallas Rehabilitation Institute for the HealthSouth Sunrise
Rehabilitation Hospital in Fort Lauderdale, Florida. The 1996 facility rollovers
resulted in a decrease of $1,200,000 in FFO on an annualized basis. As of
November 5, 1997, the Company has completed or agreed in principle to complete
ten facility rollovers which will generate a net decrease in FFO of $1,300,000
on an annualized basis. Through December 31, 1999, the Company has 59 more
facilities that are subject to lease expiration, mortgage maturities and
purchase options (which management believes may be exercised) which represent
24.7% of annualized revenues. The 1998 group includes 13, eight, and five long-
term care facilities leased to Vencor, Beverly and Horizon, respectively. The
13 Vencor facilities are not subject to purchase options in 1998. The Company
has completed certain facility rollovers earlier than the scheduled lease
expirations or mortgage maturities and will continue to pursue such
opportunities where it is advantageous to do so.
Management believes that the Company's liquidity and sources of capital are
adequate to finance its operations as well as its future investments in
additional facilities.
RECENT ACCOUNTING PRONOUNCEMENT
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement 128, "Earnings Per Share," the primary effect of which is to change
the way earnings per share is calculated and presented in the financial
statements. The Company is required to adopt FASB 128 in its December 31, 1997
financial statements and will be required to restate prior-period earnings per
share date to conform with the new statement. The new statement is not expected
to have a material effect on the Company's previously reported earnings per
share data.
12
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
EX-27 Financial Data Schedule
10.29 Not Applicable
10.30 Not Applicable
10.36 Not Applicable
10.37 Revolving Credit Agreement dated as of October
22, 1997 amongst Health Care Property Investors, Inc., the
banks named therein and The Bank of New York
10.38 $50,000,000 Revolving Credit Agreement dated
as of October 22, 1997 amongst Health Care Property
Investors, Inc., the banks named therein and The Bank of New
York
10.41 Not Applicable
10.42 Not Applicable
10.45 Health Care Property Investors, Inc. Second
Amended and Restated Directors Deferred Compensation Plan
b) Reports on Form 8-K:
On September 23, 1997, the Company filed a Report on Form 8-K with
the Securities and Exchange Commission regarding the Purchase
Agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Morgan Stanley & Co. pursuant to which the
Company agreed to issue and sell up to 2,760,000 shares of the
Company's 7-7/8% Series A Cumulative Redeemable Preferred Stock.
13
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 thereunto duly authorized.
Date: November 5, 1997 HEALTH CARE PROPERTY INVESTORS, INC.
(REGISTRANT)
/s/ James G. Reynolds
------------------------------------
James G. Reynolds
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ Devasis Ghose
------------------------------------
Devasis Ghose
Senior Vice President-Finance
and Treasurer
(Principal Accounting Officer)