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): April 23, 1998
HEALTH CARE PROPERTY INVESTORS, INC.
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(Exact name of registrant as specified in its charter)
Maryland 1-8895 33-0091377
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
4675 MacArthur Court, 9th Floor, Newport Beach, California 92660
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(Address of Principal Executive Offices) (Zip Code)
(949) 221-0600
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(Registrant's telephone number, including area code)
Item 5. Other Events.
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COMMON STOCK OFFERING
On June 18, 1997, 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. 333-29485) (the "Registration
Statement"), as amended by Amendment No. 1 to the Registration Statement filed
with the Commission on June 26, 1997, relating to the registration under the
Securities Act of 1933, as amended, of up to $385,000,000 aggregate offering
price of common stock, par value $1.00 per share, preferred stock, par value
$1.00 per share, and/or unsecured debt securities of the Company, which
Registration Statement was declared effective on June 27, 1997.
On April 23, 1998, the Company entered into a purchase agreement (the
"Purchase Agreement") with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, (the "Underwriter"), pursuant to which the Company agreed to
issue and sell up to 698,752 shares of the Company's Common Stock (the "Common
Shares"). Each of the Purchase Agreement, an opinion with respect to the
legality of the Common Shares and an opinion with respect to tax matters is
attached hereto as an Exhibit.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
1.1 Purchase Agreement, dated April 23, 1998, between the Company and
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated.
5.1 Opinion re legality of Common Stock.
8.1 Opinion re tax matters.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereto duly authorized.
Dated: April 24, 1998
HEALTH CARE PROPERTY INVESTORS, INC.
By: /s/ Edward J. Henning
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Name: Edward J. Henning
Title: Senior Vice President,
General Counsel and
Corporate Secretary
EXHIBIT INDEX
1.1 Purchase Agreement, dated April 23, 1998, between the Company and
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated.
5.1 Opinion re legality of Common Stock.
8.1 Opinion re tax matters.