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): May 3, 1999
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, 1998, 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. 333-57163) (the "Registration
Statement"), relating to the registration under the Securities Act of 1933, as
amended, of up to $600,000,000 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 30, 1998.
On April 27, 1999, the Company entered into a purchase agreement (the
"Purchase Agreement") with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as underwriter, pursuant to which the Company agreed to
issue and sell up to 1,000,000 shares of common stock, par value $1.00 per
share, of the Company (the "Common Stock").
Each of the Purchase Agreement, an opinion with respect to the legality of
the Common Stock and an opinion with respect to tax matters of the Common Stock
is attached hereto as an Exhibit.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
1.1 Purchase Agreement, dated April 27, 1999, between the Company
and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
5.1 Opinion of Ballard, Spahr, Andrews & Ingersoll, LLP regarding
legality of the Common Stock.
8.1 Opinion regarding tax matters of the Common Stock.
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: May 13, 1999
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 27, 1999, between the Company and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated.
5.1 Opinion of Ballard, Spahr, Andrews & Ingersoll, LLP regarding legality of
the Common Stock.
8.1 Opinion regarding tax matters of the Common Stock.