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 AND EXCHANGE ACT OF 1934
August 4, 1999
Date of Report (Date of earliest event reported)
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HEALTH CARE PROPERTY INVESTORS, INC.
(Exact name of registrant as specified in its charter)
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Maryland 1-8895 33-0091377
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation of organization) Number) Identification No.)
4675 MacArthur Court, Suite 900
Newport Beach, California 92660
(Address of principal executive offices) (Zip Code)
(949) 221-0600
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On August 4, 1999, we announced that we had signed an agreement for us
to merge with American Health Properties, Inc., in a tax-free, stock-for-
stock merger.
In the merger, each share of American Health Properties common stock will
be converted into 0.78 share of our common stock. Also in the merger,
each share of American Health Properties series B preferred stock will be
exchanged for one share of our series C preferred stock, having substantially
the same rights and preferences as the American Health Properties series B
preferred stock. The 7.05% Unsecured Senior Notes Payable, due January 15, 2002
and the 7.50% Unsecured Senior Notes Payable, due January 15, 2007 of
American Health Properties will be assumed by us in the merger and remain
outstanding.
The merger is expected to close in the fourth quarter of 1999 and
be accretive to funds from operations per share in the first year
following the closing. The transaction is subject to approval by
American Health Properties common stockholders and by our common stockholders,
regulatory approvals, including registration of the shares of Health Care
Property Investors common stock to be issued in the merger, and
customary closing conditions. The merger agreement also includes customary
non-solicitation, termination fee and expense reimbursement provisions.
Attached and incorporated herein by reference in their entirety
as Exhibits 2.1, and 99.1, respectively, are copies of (1) the Merger
Agreement, and (2) a press release of Health Care Property Investors and
American Health Properties announcing the signing of a definitive agreement
to merge the two companies.
Item 7(c). Exhibits
2.1 Agreement and Plan of Merger dated as of August 4, 1999, between
Health Care Property Investors, Inc. and American Health
Properties, Inc.
99.1 Press release dated August 4, 1999, announcing the signing of an
agreement to merge American Health Properties, Inc. with and into
Health Care Property Investors, Inc.
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: August 6, 1999
By: /s/ Kenneth B.Roath
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Name: Kenneth B. Roath
Title: Chairman, President and
Chief Executive Officer
EXHIBIT INDEX
2.1 Agreement and Plan of Merger dated as of August 4, 1999,
between Health Care Property Investors, Inc. and American
Health Properties, Inc.
99.1 Press release dated August 4, 1999, announcing the signing of
an agreement to merge American Health Properties, Inc. with
and into Health Care Property Investors, Inc.