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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): FEBRUARY 11, 1997
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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
FOURTH FLOOR
NASHVILLE, TENNESSEE 37203
(Address of Principal Executive Offices) (Zip Code)
615-269-8175
(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
(Former Name)
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ITEM 5. OTHER EVENTS.
On February 11, 1997, Healthcare Realty Trust Incorporated (the "Company")
entered into a definitive underwriting agreement (the "Underwriting Agreement")
with Donaldson, Lufkin & Jenrette Securities Corporation, A.G. Edwards & Sons,
Inc., Equitable Securities Corporation, Lehman Brothers Inc. and Smith Barney
Inc., as representatives of the several underwriters named therein
(collectively, the "Underwriters"), relating to the purchase by the Underwriters
of 5,175,000 (including 675,000 shares subject to an over-allotment option
granted to the Underwriters) shares of the common stock of the Company, par
value $.01 per share.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit Index
Exhibit Number Document
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1.1 Underwriting Agreement dated February 11, 1997, among Healthcare
Realty Trust Incorporated, Donaldson, Lufkin & Jenrette Securities
Corporation, A.G. Edwards & Sons, Inc., Equitable Securities Corporation,
Lehman Brothers Inc. and Smith Barney Inc., as representatives of the
several underwriters named therein
5.1 Opinion of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company.
8.1 Opinion of Baker, Donelson, Bearman & Caldwell, P.C.
23.1 Consent of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company (included in Exhibit 5.1).
23.2 Consent of Baker, Donelson, Bearman & Caldwell, P.C. (included
in Exhibit 8.1).
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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
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Roger O. West
Executive Vice President and General Counsel
Date: February 14, 1997
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