UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- 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) November 5, 1998 (June 30, 1998) - -------------------------------------------------------------------------------- HEALTH CARE PROPERTY INVESTORS, INC. (Exact name of registrant as specified in its charter) - -------------------------------------------------------------------------------- Maryland 1-8895 33-0091377 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation of Organization) File Number) Identification No.) 4675 MacArthur Court, 9th Floor Newport Beach, CA 92660 (Address of principal executive offices) (949) 221-0600 (Registrant's telephone number, including area code) ITEM 2. ACQUISITION OF ASSETS During the period from June 30,1998 through October 30, 1998, Health Care Property Investors, Inc. and its affiliates and subsidiaries (the "Company") acquired from unrelated parties ten long-term care facilities ("LTCs"), six clinics ("CLNs"), four assisted living facilities ("ALFs") and two medical office buildings ("MOBs") in 16 separate transactions at an aggregate purchase price of approximately $108,300,000, comprised of $103,900,000 of acquisitions, and $4,400,000 of equity investments. Four of the LTC facilities are accounted for as equity investments in unconsolidated joint ventures on the Company's books. The Company provided the capital and mortgage loans to the foregoing joint ventures, and has an 80% equity interest in the joint ventures, but does not have voting rights or control over the management of the joint venture. The purchase price on these facilities includes only the equity capital invested by the Company and does not include the mortgage loans receivable. The ALF and LTC facilities and two of the clinics were, concurently with their acquisition, leased on a triple-net basis to ten different operators under terms generally similar to the Company's existing leases. The MOBs and four clinics were leased to multiple tenants on a gross or modified gross basis under which the Company may be responsible for property taxes, repairs and maintenance and/or insurance on those properties. Each transaction was initially funded by bank borrowings on the Company's revolving bank lines of credit and by cash on hand. The Company repaid approximately $65 million on its revolving bank lines of credit with the proceeds of a preferred stock offering during September 1998. 		 Facility			 ACQUISITION	 PURCHASE Facility Name	 City	 State	 Type	 Beds	 Units	 Date	 Price - ------------------------------------------------------------------------------------------------------------------------------ 	 	 	 	 		 Gulfcoast Manor 	Port Richey	 FL ALF 		 91 	 06/30/98	 1,909,887	 Westbrooke Manor	 Zephyrhills	 FL	 ALF		 80	 06/30/98	 3,191,599	 Eastbrooke Gardens 	Casselberry	 FL	 ALF		 42 06/30/98	 2,507,627	 Rexburg Nursing Center	 Rexburg 	ID	 LTC 	 119		 07/14/98	 5,507,780	 Washington Terrace 	 Ogden 	UT	 LTC	 120		 07/14/98	 4,934,640	 Memphis Clinic	 Memphis	 TN	 CLN (1)	 07/24/98 	 1,701,300	 910 Medical Place	 Minneapolis	 MN	 MOB		 (1) 	 07/27/98	 9,800,000	 Franklin Nursing Home 	 Franklin	 LA	 LTC(2)	 152		 07/31/98	 1,311,000	 St. Mary's Nursing Home	 Morgan City 	LA LTC(2)	 88		 07/31/98	 760,000	 Sunset Estates	 Shawnee 	OK	 LTC	 92	 	 08/13/98	 2,936,800	 Austin I - Clinic South	 Austin 	TX	 CLN		 (1) 	 08/14/98	 2,294,460	 Austin II - Clinic North 	 Austin	 TX	 CLN		 (1) 	08/14/98	 5,846,880	 Chancellor Lodi 	 Lodi	 CA	 ALF		 76 	08/21/98	 6,465,000	 Balmoral Care Center	 Tucson	 AZ	 LTC(2)	 112	 	 09/01/98	 1,190,000	 Westhaven Nursing Home	 Stillwater	 OK	 LTC	 125	 	 09/01/98	 2,250,000	 Rosewood Nursing Home	 Stillwater 	OK	 LTC	 104 	 09/01/98	 2,080,000	 Chesterfield Clinic	 Chesterfield 	VA	 CLN		 (1) 	 09/03/98	 2,400,000	 Medical Arts Convalescent Hospital 	Perris	 CA	 LTC(2) 	109	 	 10/02/98	 1,157,000	 Lake Ellenor Clinic	 Orlando	 FL	 CLN		 (1)	 10/02/98	 2,700,000 The Westchester Creek	 Bronx	 NY	 MOB	 	(1) 	10/15/98 20,100,000 Mercy Med Clinic	 Sacramento	 CA	 CLN	 	(1)	 10/21/98 25,000,000 Country Club Manor 	Amarillo	 TX	 LTC	 102	 	10/30/98	 2,225,000 - ---------------------------- (1) The clinics encompass approximately 181,400 square feet and the medical office buildings encompass approximately 145,600 square feet. (2) These properties are owned by unconsolidated joint ventures. The amount included in the purchase price represents HCPI's capital investment in the joint venture and does not include any mortgage loans receivable from the joint venture. The Company believes these acquisitions are consistent with the Company's historical business strategy of acquiring and concurrently leasing health care facilities. In assessing the facilities, the Company considered the type, location, age, design and physical condition of the facilities acquired, as well as historical, if applicable, and projected operating results of the health care operations conducted at the facilities. Additionally, the Company considers the operating ability, financial condition and reputation of the operator to which the acquired facilities are to be leased. The Company, after reasonable inquiry, is not aware of any material factors that would cause the financial information reported not to be necessarily indicative of future operating results, although no assurance can be given by the Company regarding actual future operating results. The Company intends to continue the current use of each property. Although no single acquisition is considered a "significant acquisition" pursuant to the rules governing the reporting of transactions on Form 8-K and under Rule 3-14 of Regulation S-X, these acquisitions in the aggregate, may be considered to be material in nature. Certain audited pro forma financial information concerning these properties will be provided in Item 7 of a future Report on Form 8-K/A to be filed within 60 days. 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, 1998 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)