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): February 18, 1998 ------------------------------ Healthcare Realty Trust Incorporated (Exact Name of Registrant as Specified in Its Charter) Maryland 1-11852 62-1507028 (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification Incorporation) Number) 3310 West End Avenue Suite 700 Nashville, Tennessee 37203 (Address of Principal Executive Offices) (Zip Code) (615) 269-8175 (Registrant's Telephone Number, Including Area Code) (Former Name or Former Address, if Changed from Last Report) Item 5. Other Events On February 18, 1997, Healthcare Realty Trust Incorporated (the "Company") entered into a definitive underwriting agreement (the "Underwriting Agreement") with A.G. Edwards & Sons, Inc. (the "Underwriter") relating to the purchase by the Underwriter of 867,679 shares of the common stock of the Company, par value $.01 per share. Item 7. Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, dated February 18, 1998, between Healthcare Realty Trust Incorporated and A.G. Edwards & Sons, Inc. 5.1 Opinion of Waller Lansden Dortch & Davis, A Professional Limited Liability Company. 8.1 Opinion of Farris, Warfield & Kanaday, PLC. 23.1 Consent of Waller Lansden Dortch & Davis, A Professional Limited Liability Company (included in Exhibit 5.1). 23.2 Consent of Farris, Warfield & Kanaday, PLC (included in Exhibit 8.1). 2 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. HEALTHCARE REALTY TRUST INCORPORATED By: /s/ ROGER O. WEST Roger O. West Executive Vice President and General Counsel Date: February 24, 1998 3 EXHIBIT INDEX Exhibit Number Description 1.1 Underwriting Agreement, dated February 18, 1998, between Healthcare Realty Trust Incorporated and A.G. Edwards & Sons, Inc. 5.1 Opinion of Waller Lansden Dortch & Davis, A Professional Limited Liability Company. 8.1 Opinion of Farris, Warfield & Kanaday, PLC. 23.1 Consent of Waller Lansden Dortch & Davis, A Professional Limited Liability Company (included in Exhibit 5.1). 23.2 Consent of Farris, Warfield & Kanaday, PLC (included in Exhibit 8.1). 4