SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997
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, Suite 900
Newport Beach, California 92660
(Address of principal executive offices)
Registrant's telephone number: (714) 221-0600
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock* New York Stock Exchange
7-7/8% Series A Cumulative
Redeemable Preferred Stock New York Stock Exchange
*The Common Stock has stock purchase rights attached which are registered
pursuant to Section 12(b) of the Act and listed on the New York Stock Exchange.
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 [ ]
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 19, 1998 there were 30,246,169 shares of Common Stock
outstanding. The aggregate market value of the shares of Common Stock held by
non-affiliates of the registrant, based on the closing price of these shares on
March 19, 1998 on the New York Stock Exchange, was approximately $1,073,107,000.
Portions of the definitive Proxy Statement for the registrant's 1998 Annual
Meeting of Stockholders have been incorporated by reference into Part III of
this Report.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
a) Financial Statements:
1) Report of Independent Public Accountants
2) Financial Statements
Consolidated Balance Sheets - December 31, 1997 and 1996
Consolidated Statements of Income - for the years ended
December 31, 1997, 1996 and 1995
Consolidated Statements of Stockholders' Equity - for the
years ended December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows - for the years ended
December 31, 1997,1996 and 1995
Notes to Consolidated Financial Statements
Note - All schedules have been omitted because the required information is
presented in the financial statements and the related notes or because the
schedules are not applicable.
b) Reports on Form 8-K:
On December 5, 1997, the Company filed a Report on Form 8-K with the
Securities and Exchange Commission regarding the acquisition of assets with
an aggregate purchase price of $103.5 million as required under Rule 3-14
of Regulation S-X.
On December 15, 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, Inc., BT Alex.
Brown and EVEREN Securities, Inc., pursuant to which the Company agreed to
issue and sell up to 1,437,500 shares of the Company's Common Stock.
c) Exhibits:
3.1 Articles of Restatement of the Company./1
3.2 Amendment and Restated Bylaws of the Company./2
3.3 Articles Supplementary of the Company Classifying 2,760,000 Shares
of 7-7/8% Series A Cumulative Redeemable Preferred Stock./3
4.1 Rights Agreement, dated as of July 5, 1990, between the Company
and Manufacturers Hanover Trust Company of California, as
Rights Agent./4
4.2 Indenture dated as of September 1, 1993 between the Company and
The Bank of New York, as Trustee, with respect to the Series B
Medium Term Notes and the Senior Notes due 2006. /5
4.3 Indenture dated as of April 1, 1989 between the Company and The Bank
of New York for Debt Securities. /6
4.4 Form of Fixed Rate Note. /6
4.5 Form of Floating Rate Note. /6
4.6 Registration Rights Agreement dated November 21, 1997 between the
Company and Cambridge Medical Center of San Diego, LLC.
10.1 Amendment No. 1, dated as of May 30, 1985, to Partnership Agreement
of Health Care Property Partners, a California general partnership
("HCPP"), the general partners of which consist of the Company and
certain affiliates of Tenet Healthcare Corporation ("Tenet"). /7
10.2 Amended and Restated Limited Liability Company Agreement dated
November 21, 1997 of Cambridge Medical Properties, LLC.
10.3 Health Care Property Investors, Inc. Second Amended and Restated
Directors Stock Incentive Plan. /8*
10.4 Health Care Property Investors, Inc. Second Amended and Restated
Stock Incentive Plan. /8*
10.5 Health Care Property Investors, Inc. Second Amended and Restated
Directors Deferred Compensation Plan. /9*
10.6 Employment Agreement dated April 28, 1988 between the Company and
Kenneth B. Roath. /10*
10.7 First Amendment to Employment Agreement dated February 1, 1990
between the Company and Kenneth B. Roath. /11*
10.8 Health Care Property Investors, Inc. Executive Retirement Plan. /12*
10.9 Amendment No. 1 to Health Care Property Investors, Inc. Executive
Retirement Plan. /13*
10.10 Revolving Credit Agreement dated as of October 22, 1997 among Health
Care Property Investors, Inc., the banks named therein and The Bank
of New York. /14
10.11 $50,000,000 Revolving Credit Agreement dated as of October 22, 1997
among Health Care Property Investors, Inc., the banks named therein
and The Bank of New York. /14
10.12 Stock Transfer Agency Agreement between Health Care Property
Investors, Inc. and The Bank of New York dated as of July 1, 1996.
/15
21.1 List of Subsidiaries.
23.1 Consent of Independent Public Accountants.
27.1 Financial Data Schedule.
27.2 Restated Financial Data Schedules.
1. This exhibit is incorporated by reference to exhibit 3.1 in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.
2. This exhibit is incorporated by reference to the exhibit numbered 3(ii) in
the Company's Quarterly Report on Form 10-Q for the period ended June 30,
1996.
3. This exhibit is incorporated by reference to the Company's Form 8-A (file
no. 001-08895) filed with the Commission on September 25, 1997.
4. This exhibit is incorporated by reference to exhibit 1 to the Company's
Form 8-A filed with the Commission on July 17, 1990.
5. This exhibit is incorporated by reference to exhibit 4.1 to the Company's
Registration Statement on Form S-3 dated September 9, 1993.
6. These exhibits are incorporated by reference to exhibits 4.1, 4.2 and 4.3,
respectively, in the Company's Registration Statement on Form S-3 dated
March 20, 1989.
7. This exhibit is incorporated by reference to exhibit 10.1 in the Company's
Annual Report on Form 10-K for the year ended December 31, 1985.
8. These exhibits are incorporated by reference to exhibits 10.43 and 10.44,
respectively, in the Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1997 which are incorporated by reference to the Company's
Proxy Statement dated March 21, 1997.
9. This exhibit is incorporated by reference to exhibit number 10.45 filed as
part of the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1997.
10. This exhibit is incorporated by reference to exhibit 10.27 in the Company's
Annual Report on Form 10-K for the year ended December 31, 1988.
11. This exhibit is incorporated by reference to Appendix B of the Company's
Annual Report on Form 10-K for the year ended December 31, 1990.
12. This exhibit is incorporated by reference to exhibit 10.28 in the Company's
Annual Report on Form 10-K for the year ended December 31, 1987.
13. This exhibit is incorporated by reference to exhibit 10.39 in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.
14. These exhibits are incorporated by reference to exhibit numbers 10.37 and
10.38, respectively, filed as part of the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1997.
15. This exhibit is incorporated by reference to exhibit 10.40 in the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1996.
* Management Contract or Compensatory Plan or Arrangement.
For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into registrant's Registration Statement on Form S-8
Nos. 33-28483 (filed May 11, 1989):
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: July 22, 1998
HEALTH CARE PROPERTY INVESTORS, INC.
(Registrant)
/s/ James G. Reynolds
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James G. Reynolds
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ Devasis Ghose
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Devasis Ghose
Senior Vice President-Finance
and Treasurer
(Principal Accounting Officer)