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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1999
REGISTRATION NO. 33-79452
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HEALTHCARE REALTY TRUST
INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
MARYLAND 62-1507028
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
3310 WEST END AVENUE
SUITE 700
NASHVILLE, TENNESSEE 37203
(615) 269-8175
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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DAVID R. EMERY
HEALTHCARE REALTY TRUST INCORPORATED
3310 WEST END AVENUE
SUITE 700
NASHVILLE, TENNESSEE 37203
(615) 269-8175
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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COPIES OF COMMUNICATIONS TO:
THEODORE W. LENZ
WALLER LANSDEN DORTCH & DAVIS
A PROFESSIONAL LIMITED LIABILITY COMPANY
2100 NASHVILLE CITY CENTER
511 UNION STREET
NASHVILLE, TENNESSEE 37219-1760
(615) 244-6380
This Amendment to the Registration Statement shall become effective in
accordance with Section 8(c) of the Securities Act of 1933.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
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HEALTHCARE REALTY TRUST INCORPORATED
CROSS REFERENCE SHEET
SHOWING LOCATION IN PROSPECTUS OF INFORMATION REQUIRED BY FORM S-3.
REGISTRATION STATEMENT ITEMS LOCATION IN PROSPECTUS
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1. Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus.................. Facing Page; Cross-Reference Sheet;
Outside Front Cover Page
2. Inside Front and Outside Back Cover
Pages of Prospectus................. Inside Front and Outside Back Cover
Pages
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges............................. The Company; Introduction; The Plan
4. Use of Proceeds..................... Use of Proceeds
5. Determination of Offering Price..... Cover Page; Introduction; The Plan
6. Dilution............................ *
7. Selling Security Holders............ *
8. Plan of Distribution................ Plan of Distribution
9. Description of Securities to be
Registered.......................... *
10. Interests of Named Experts and
Counsel............................. *
11. Material Changes.................... *
12. Incorporation of Certain Information
by Reference........................ Incorporation of Certain Documents
by Reference
13. Disclosure of Commission Position on
Indemnification For Securities Act
Liabilities......................... Indemnification
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* Omitted as inapplicable.
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HEALTHCARE REALTY TRUST
Dear Shareholder:
Healthcare Realty Trust Incorporated is pleased to offer you the
opportunity to participate in its Dividend Reinvestment Plan. The Dividend
Reinvestment Plan offers a convenient way for shareholders to purchase
automatically additional shares of Healthcare Realty Trust Incorporated Common
Stock at a modest discount while avoiding the payment of brokerage commissions
and bank fees. These fees are absorbed by the Company.
In addition, the Plan permits shareholders to make optional cash
investments of up to $5,000 per quarter for the purchase of additional stock at
market price, while continuing to avoid all brokerage commissions and bank fees.
The Plan is administered entirely by the Company's transfer agent,
BankBoston, N.A. Healthcare Realty Trust Incorporated has made arrangements for
the Plan solely as a convenience to its shareholders. As participation is
voluntary, you may join or withdraw at any time.
To participate in the Plan, shareholders must own at least one share of the
Company's Common Stock, and those shares must be held in the shareholder's own
name. The attached Prospectus contains more complete details of the Plan. We
suggest that you read it and retain it for future reference.
/s/ DAVID R. EMERY
David R. Emery
Chairman and Chief Executive Officer
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PROSPECTUS
APRIL 30, 1999
HEALTHCARE REALTY TRUST
DIVIDEND REINVESTMENT PLAN
COMMON STOCK
This Prospectus describes the Healthcare Realty Trust Incorporated Dividend
Reinvestment Plan which gives shareholders the opportunity to have dividends on
their Common Stock automatically reinvested and to make voluntary cash payments
to be invested in shares of Common Stock. Any owner of record of at least one
share of the Company's Common Stock is eligible to participate in the Plan.
Investment options offered under the Plan are:
- FULL DIVIDEND REINVESTMENT -- Reinvest dividends on all shares held.
- PARTIAL DIVIDEND REINVESTMENT -- Reinvest dividends on less than all
shares held and continue to receive cash dividends on the other shares.
- OPTIONAL PAYMENTS -- Participants may also make optional payments up to
an aggregate of $5,000 during the three-month period immediately
preceding any quarterly dividend payment (known as a "dividend payment
cycle") with a minimum of $25 per payment.
BankBoston, N.A, as the Company's Agent, will administer the Plan.
The Company's Common Stock is listed on the NYSE under the symbol HR.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATOR HAS APPROVED OR DISAPPROVED THESE SECURITIES OR HAS DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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THE COMPANY
Healthcare Realty Trust Incorporated is a real estate investment trust
incorporated under the laws of the State of Maryland. The Company has its
principal executive offices at 3310 West End Avenue, Suite 700, Nashville,
Tennessee 37203 (telephone number 615-269-8175).
INTRODUCTION
The Company has reserved for issuance 1,000,000 shares of the Company's
Common Stock (the "Shares" or the "Common Stock") under its Dividend
Reinvestment Plan in order to provide holders of its Common Stock the
opportunity to have their cash dividends automatically reinvested in, and to
make voluntary cash payments for, additional Shares. Participants who elect to
reinvest all or a portion of their cash dividends may purchase Shares at a 5%
discount from the closing price of the Company's Common Stock. There is no
maximum amount of cash dividends that may be reinvested. Shareholders may also
make optional payments up to an aggregate of $5,000 (with a minimum of $25 per
payment) in any dividend payment cycle to purchase additional Shares at no
discount from such closing price. The Company does not intend to waive this
limit on optional payments.
THE PLAN
The following is a general discussion of the provisions of the Plan.
PURPOSE, ADVANTAGES AND DISADVANTAGES
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide owners of record of the Company's
Shares with a simple and convenient method of investing cash dividends and
optional payments in additional Shares issued under the Plan and held in a
participant's account ("Plan Shares").
2. WHAT ARE THE ADVANTAGES AND DISADVANTAGES OF THE PLAN?
The primary advantages of the Plan are:
- Plan Shares may be purchased quarterly with reinvested cash dividends on
all or less than all of the Shares registered in a participant's name. A
participant may also purchase Plan Shares with optional payments of at
least $25, up to an aggregate of $5,000 per dividend payment cycle.
- Participants pay no brokerage commissions or service charges in
connection with purchases under the Plan (see Question 3).
- Full investment of funds is possible because the Plan permits fractions
of Plan Shares, as well as full Plan Shares, to be credited to a
participant's account. In addition, dividends in respect of such
fractions, as well as full Plan Shares, will be credited to a
participant's account. Dividends on the Plan Shares held in a
participant's account are automatically reinvested in additional Plan
Shares.
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- Safekeeping of Plan Shares is assured because certificates for such
Shares are not issued unless requested by the participant. This
safekeeping feature is also available for any Share certificates a Plan
participant holds.
- Regular statements of account provide simplified recordkeeping.
The primary disadvantages of the Plan are:
- The date by which decisions to reinvest dividends must be made for a
dividend payment cycle is the record date, which generally is 15 days
prior to the applicable dividend reinvestment date. The date by which
decisions to make optional cash payments must be made is one day prior to
the applicable dividend reinvestment date. During the period between a
record date or optional cash payment date and the dividend reinvestment
date, participants' funds will be exposed to changes in market
conditions.
- If the market price of the Company's Common Stock declines between a
record date or the date an optional cash payment is made and the dividend
reinvestment date, the cost of acquiring Shares in the open market may be
less than acquiring Plan Shares.
- No interest will be paid on optional cash payments from the time made by
a participant until the next applicable dividend reinvestment date.
- Participants will not be able to determine the actual number of Plan
Shares purchased on their behalf until after the applicable dividend
reinvestment date.
COSTS
3. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES UNDER THE
PLAN?
No. Participants will incur no brokerage commissions or service charges for
purchases made under the Plan. The Company will pay all costs of administration
of the Plan.
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ADMINISTRATION
4. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
BankBoston, N.A. (the "Agent") has been designated by the Company to
administer the Plan for participants, keep records, send statements of account
to participants and perform other duties relating to the Plan. The Agent also
serves as the Company's transfer agent and registrar.
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FOR INFORMATION ABOUT THE PLAN, CALL OR WRITE:
BankBoston, N.A.
c/o EquiServe, L.P.
Shareholder Services
P.O. Box 8040
Boston, Massachusetts 02266-8040
Telephone: (781) 575-3400
or
Healthcare Realty Trust Incorporated
3310 West End Avenue
Suite 700
Nashville, Tennessee 37203
Attention: Investor Relations
Telephone: 615-269-8175
Telecopy: 615-269-8461
All written notices and requests
concerning the Plan should be
mailed to the above addresses.
Please include a telephone number in your letter
where you can be reached during business hours.
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PARTICIPATION
5. WHO CAN PARTICIPATE IN THE PLAN?
In order to participate in the Plan a shareholder must own at least one
Share.
6. HOW DOES A SHAREHOLDER PARTICIPATE?
A shareholder may join the Plan by signing an Authorization Form and
returning it to the Agent. An Authorization Form and envelope may be obtained at
any time by contacting the Agent or the Company (see Question 4).
7. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
An owner of record of at least one Share may join the Plan at any time (see
Question 5).
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8. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form provides for the purchase of Plan Shares through the
following investment options:
- FULL DIVIDEND REINVESTMENT -- Reinvest dividends on all Shares held by a
participant.
- PARTIAL DIVIDEND REINVESTMENT -- Reinvest dividends on less than all of
the Shares held by a participant by electing to continue to receive cash
dividends on a specified number of Shares.
- OPTIONAL CASH PAYMENTS -- Optional payments of at least $25 may be
invested up to an aggregate of $5,000 per dividend payment cycle.
Any Shares for which a participant elects reinvestment of dividends, as
well as new Plan Shares purchased with reinvested dividends or optional
payments, will be included in the participant's account under the Plan.
The Authorization Form also may be used to change an investment option.
9. WHEN MUST THE AUTHORIZATION FORM BE RECEIVED BY THE AGENT TO BEGIN
REINVESTING DIVIDENDS?
The Agent must receive the Authorization Form no later than the record date
for payment of the dividend to begin reinvesting dividends. Dividends are
expected to be paid in February, May, August and November, as declared by the
Board of Directors. The record dates will be approximately 15 days prior to the
dividend payment dates.
10. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?
A participant may change an investment option at any time by signing a new
Authorization Form and returning it to the Agent. An Authorization Form and
envelope may be obtained at any time by contacting the Agent or the Company (see
Question 4). Any change in option with respect to reinvestment of dividends must
be received by the Agent no later than the record date for the next dividend in
order to make a change with respect to that dividend.
11. HOW ARE OPTIONAL PAYMENTS MADE?
A Plan participant may make optional payments at any time. Each optional
cash payment must be accompanied by a properly executed Cash Remittance Form,
which is attached to each statement of account (see Question 18). An optional
payment can be made by mailing a check or money order (payable to the Agent in
United States dollars and drawn against a United States bank) directly to:
BankBoston, N.A.
c/o EquiServe, L.P.
P.O. Box 9041
Boston, Massachusetts 02205-9835
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Checks drawn against non-United States banks must have the United States
currency imprinted on the check. CASH PAYMENTS FORWARDED TO ANY OTHER ADDRESS
WILL NOT CONSTITUTE A VALID DELIVERY. Optional payments must be received by the
Agent no later than one day prior to the applicable dividend payment date and,
if so received, will be invested in Shares on such dividend payment date. The
Agent will deposit optional payments not received by one day prior to the
applicable dividend payment date and will invest such funds on the next
succeeding dividend payment date. Participants will not receive interest on
funds held by the Agent.
Optional payments may not exceed a total of $5,000 per dividend payment
cycle and are subject to a minimum payment of $25. Optional payments in excess
of the limit for the dividend payment cycle will be refunded. For example, if
the next dividend payment date was May 1 and if the Agent received optional
payments of $2,000 in February, $2,500 in March and $2,000 in April, the $6,500
received for the dividend payment cycle exceeds the $5,000 limit. Therefore,
$1,500 would be refunded.
In the event that any check is returned unpaid for any reason, the Agent
will consider the request for investment of such optional cash payment null and
void and shall immediately remove from the participant's account Plan Shares, if
any, purchased upon the prior credit of such optional cash payment. In addition,
a $25 fee will be charged for any check returned unpaid. The Agent may sell
these Plan Shares to satisfy any uncollected amounts. If the net proceeds of the
sale of such Plan Shares are insufficient to satisfy the balance of such
uncollected amounts, the Agent may sell additional Plan Shares from the
participant's account to satisfy the uncollected balance.
12. WHEN WILL DIVIDENDS BE PAID ON PLAN SHARES PURCHASED WITH OPTIONAL PAYMENTS?
Plan Shares purchased prior to the record date (see Question 9) for the
payment of the dividend will be entitled to such dividend.
13. MAY OPTIONAL CASH PAYMENTS BE RETURNED TO A PARTICIPANT?
Yes. Upon written request received at least two business days prior to the
applicable dividend payment date, the Agent will return optional cash payments
to the participant. In addition, if an optional cash payment does not conform to
the limitations described in Question 11, the Agent may return such payment to
the participant. In each case, participants will not receive interest on
optional cash payments.
PURCHASES
14. WHAT WILL BE THE PRICE OF SHARES PURCHASED UNDER THE PLAN?
The price of the Company's shares purchased with reinvested share dividends
will be 95% of the "closing price" of the Company's Common Stock. The term
"closing price" means the price of the last actual sale of Shares as reported by
the New York Stock Exchange, computed to three decimal places, on the dividend
payment date or, if no trading occurs on the NYSE on that date, the trading day
immediately preceding the dividend payment date on which trading occurs on the
NYSE.
The purchase price of Plan Shares purchased with optional payments will be
100% of the closing price of the Company's Shares.
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At the discretion of the Company, Plan Shares purchased with reinvested
dividends or optional payments may be either newly issued Shares or treasury
Shares.
15. HOW MANY PLAN SHARES WILL BE PURCHASED FOR PARTICIPANTS?
Each participant's account will be credited with that number of Plan
Shares, including fractions computed to three decimal places, equal to the total
dollar amount to be invested divided by the applicable purchase price per Plan
Share (see Questions 3 and 14). The number of Plan Shares purchased cannot be
determined until the day of purchase.
16. WHEN WILL PURCHASES OF SHARES UNDER THE PLAN BE MADE?
The Agent will apply cash dividends on Shares and optional payments to the
purchase of Plan Shares as of the close of business on the applicable dividend
payment date (see Question 14).
PARTICIPANT'S ACCOUNT
17. WHAT SHARES ARE INCLUDED IN A PARTICIPANT'S ACCOUNT UNDER THE PLAN?
A shareholder's account under the Plan includes all Plan Shares, including
fractional Plan Shares, as well as new Shares purchased with reinvested
dividends or optional payments.
REPORTS TO PARTICIPANTS
18. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
As soon as practicable after each purchase under the Plan, each participant
in the Plan will receive a statement of account showing amounts invested,
purchase prices, Plan Shares purchased and other information for the year to
date. The Company suggests that participants retain all statements for tax and
other purposes. The Agent may charge a fee to supply past account history. In
addition, each participant will receive communications sent to all owners of
Shares, including the Company's quarterly reports, annual reports and notices of
shareholders' meetings and proxy statements. Participants will receive all
information needed for federal income tax return purposes.
DIVIDENDS
19. WILL A PARTICIPANT'S ACCOUNT BE CREDITED WITH DIVIDENDS ON FRACTIONS OF PLAN
SHARES?
Yes.
ISSUANCE OF CERTIFICATES
20. WILL CERTIFICATES BE ISSUED FOR PLAN SHARES PURCHASED?
Participants may receive certificates for Plan Shares upon request.
Otherwise, Plan Shares will be registered in the name of the Company, as agent
for participants in the Plan. This protects against loss, theft or destruction
of stock certificates.
Certificates for any number of whole Plan Shares will be issued promptly
after receipt of a written request signed by the participant (or participants if
a joint registration). A form is provided on the reverse side of the statement
of account (see Question 18) for this
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purpose. This request must be mailed to the Agent (see Question 4). Any
remaining full Plan Shares and fraction of a Plan Share will continue to be held
by the Company, as agent, in the participant's account (see Question 23).
Certificates for a fractional Share will not be issued under any
circumstances.
Plan Shares may not be pledged. A participant who wishes to pledge Plan
Shares must obtain certificates for such Plan Shares issued in the participant's
name.
21. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED?
Accounts under the Plan are maintained in the names in which certificates
of the participants were registered at the time they entered the Plan.
Certificates for whole Plan Shares will be similarly registered when issued.
22. CAN A PARTICIPANT WITHDRAW CERTIFICATES FOR SOME OR ALL OF THE PLAN SHARES
HELD UNDER THE PLAN AND CONTINUE TO PARTICIPATE WITH RESPECT TO THOSE
SHARES?
Yes. Certificates for any number of whole Plan Shares will be issued
promptly after receipt of a written request signed by the participant (or
participants if a joint registration) who wishes to continue to participate with
respect to those Shares. This request must be mailed to the Agent (see Question
4). The Company, as agent, will continue to hold any remaining full Plan Shares
and fraction of a Plan Share in the participant's account.
Certificates for a fractional Plan Share will not be issued under any
circumstances.
TERMINATION
23. HOW IS PARTICIPATION IN THE PLAN TERMINATED?
In order to terminate participation in the Plan, a participant (or
participants if a joint registration) should send a written request to the Agent
(see Question 4). A withdrawal/termination form is provided on the reverse side
of the statement of account (see Question 18) for this purpose. Terminating Plan
participants will receive certificates for whole Plan Shares and cash for any
fraction of a Plan Share, and the Agent will close the dividend reinvestment
account. The cash payment will be based on the closing price of the Company's
Common Stock on the NYSE on the next business day following the day the Agent
receives the withdrawal request.
A request to terminate participation in the Plan will become effective on
the next record date for a dividend after the Agent receives the request. All
future dividends will be paid in cash to the participant. Any optional cash
payment sent to the Agent prior to the request to terminate will be invested in
Plan Shares unless the participant's termination request expressly requests the
return of the optional cash payment and such request is received no later than
two business days prior to the applicable dividend payment date.
24. WHEN MAY PARTICIPATION IN THE PLAN BE TERMINATED?
Participation in the Plan may be terminated at any time.
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OTHER INFORMATION
25. WHAT HAPPENS WHEN A PARTICIPANT WHO IS REINVESTING THE CASH DIVIDENDS ON ALL
OR PART OF THE SHARES REGISTERED IN THE PARTICIPANT'S NAME SELLS OR
TRANSFERS A PORTION OF SUCH SHARES?
If a participant who is reinvesting the cash dividends on all of the Shares
registered in the participant's name disposes of a portion of such Shares, the
Company will continue to reinvest the dividends on the remainder of the Shares.
If a participant who is reinvesting the cash dividends on part of the
Shares registered in the participant's name disposes of a portion of such
Shares, the Company will continue to pay the dividends on the remainder of the
Shares up to the number of Shares originally authorized. For example, if a
participant directed the Company to continue paying cash dividends on 50 Shares
of a total of 100 Shares registered in the participant's name so that the
Company would be reinvesting cash dividends on 50 Shares, and then the
participant disposed of 25 Shares, the Company would continue to pay cash
dividends on 50 of the remaining 75 Shares. If instead the participant disposed
of 75 Shares, the Company would continue to pay cash dividends on all of the
remaining 25 Shares.
26. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES
REGISTERED IN THE PARTICIPANT'S NAME?
If a participant disposes of all Shares registered in the participant's
name, the Company will continue to reinvest the dividends on the Plan Shares
held by the Company in the participant's account under the Plan until otherwise
notified (see Question 23).
27. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
Any Shares distributed as a result of a stock dividend or stock split by
the Company on Plan Shares will be added to the participant's account. Stock
dividends or split Shares distributed on Shares registered in the name of the
participant will be mailed directly to the shareholder in the same manner as to
shareholders who are not participating in the Plan.
28. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
All whole Plan Shares of Common Stock will be voted as the participant
directs. If on the record date for a meeting of shareholders there are whole
Plan Shares credited to the participant's account under the Plan, the
participant will receive a proxy card representing both the Plan Shares held in
the participant's Plan account and all other Shares held by the participant.
When the participant returns in a timely fashion a signed proxy card, his Plan
Shares will be voted as indicated by the participant on the proxy card with
respect to all whole Shares either held by or credited to the participant. All
such Shares also may be voted in person at shareholders' meetings. Fractional
Plan Shares will not be voted.
If the proxy card is returned signed and no voting instructions are given
with respect to any item thereon, all of the participant's Shares (including
whole Plan Shares) will be voted in accordance with the recommendations of the
Company's management. This is the same procedure that is followed for all
shareholders who return proxies and do not provide instructions. If the proxy
card or instruction card is not returned or if it is returned unsigned by the
registered owner(s), none of the participant's Shares covered by such
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proxy card will be voted; a participant or his or her duly appointed
representative could, however, vote Shares registered in the participant's name
in person at the meeting.
29. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND THE AGENT UNDER THE PLAN?
Neither the Company nor the Agent, in administering the Plan, will be
liable for any act done in good faith or for any good faith omission to act.
This would include any claim of liability arising out of failure to terminate a
participant's account upon such participant's death prior to receipt of notice
in writing of such death. This limitation of liability shall not constitute a
waiver by any participant of his or her rights under federal or state securities
laws.
Participants should recognize that the Company cannot assure them of a
profit or protect them against a loss on the Plan Shares purchased by them under
the Plan.
Although the Plan contemplates the continuation of quarterly dividend
payments, the payment of dividends will depend upon future earnings, the
financial condition of the Company and other factors.
30. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend, modify or terminate the Plan at
any time. All participants will receive notice of any such suspension,
modification or termination. Upon termination of the Plan the Company will issue
certificates for whole Plan Shares and will pay cash for any fraction of a Plan
Share (see Question 23).
FEDERAL INCOME TAX CONSEQUENCES
31. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
In the opinion of counsel to the Company, the federal income tax
consequences for Plan participants are as follows:
A participant in the Plan will have somewhat different federal income tax
obligations for dividends reinvested under the Plan than for dividends received
in cash. A participant will be treated as having received a dividend
distribution equal to the fair market value of the Plan Shares purchased on the
dividend payment date. Therefore, because Plan Shares purchased with reinvested
dividends will be purchased for 95% of their fair market value, the resulting
taxable income will be greater than the taxable income that would have resulted
from the receipt of the dividend in cash. A participant's tax basis in the
dividend Plan Shares will be equal to the fair market value of the dividend Plan
Shares credited to the participant's account, and the holding period for such
Shares will begin the day after the dividend payment date (see Questions 14 and
16). Likewise, the tax basis per Plan Share purchased with optional payments is
equal to the participant's purchase price per Plan Share.
EXAMPLE: The Company makes a quarterly dividend distribution which would
amount to $100 if the shareholder received it in cash. The shareholder is,
instead, a participant in the Plan. The closing price on the NYSE on the
dividend payment date is $20. The $100 dividend is reinvested for the
participant in Plan Shares at $19 per share (95% of $20), with 5.263 shares
($100 divided by $19) being credited to the participant's account. The fair
market value of these 5.263 shares is $20 each, or $105.26. For federal income
tax purposes, the Company is deemed to have distributed to the participant and
the participant to have received $105.26. This amount will be the tax basis for
the 5.263
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dividend Plan Shares. If the full amount of the distribution paid by the Company
is a distribution of the current or accumulated earnings and profits of the
Company, then the participant is deemed to have a taxable dividend of $105.26;
if only 50% of such distribution is determined to be from the earnings and
profits of the Company, then $52.63 will be taxable as a dividend to the
participant and the remaining $52.63 treated as return of capital or capital
gains distribution, or as gain from the sale or exchange of such participant's
Plan Shares, as appropriate.
So long as the Company continues to qualify as a REIT under the Code, the
distribution will be taxable under the provisions of the Code applicable to
REITs and their shareholders, pursuant to which:
- distributions will be taxable to shareholders as ordinary income to the
extent of the current or accumulated earnings and profits of the Company,
- distributions which are designated as capital gain distributions by the
Company will be taxed as long-term capital gains to shareholders to the
extent they do not exceed the Company's net capital gain for the taxable
year,
- distributions which are not designated as capital gains distributions and
which are in excess of the Company's current or accumulated earnings and
profits will be treated as a return of capital to the shareholders and
reduce the adjusted tax basis of a shareholder's Shares (but not below
zero), and
- such distributions in excess of a shareholder's adjusted tax basis in its
Shares will be treated as gain from the sale or exchange of such Shares.
A participant will not realize any taxable income when the participant
receives certificates for whole Plan Shares, either upon the participant's
request for certain of those Shares or upon termination of participation in or
termination of the Plan.
A participant will realize gain or loss when Plan Shares are sold or
exchanged, whether pursuant to the participant's request upon termination of
participation in the Plan (see Question 23) or by the participant after receipt
of Plan Shares from the Plan, and, in the case of a fractional Plan Share, when
the participant receives a cash adjustment for a fraction of a Plan Share upon
termination of participation in or termination of the Plan; and the amount of
such gain or loss will be the difference between the amount which the
participant receives for the Plan Shares or fraction of a Plan Share and the tax
basis therefor.
The Company will comply with all applicable Internal Revenue Service
("IRS") requirements concerning the filing of information returns, and such
information will be provided to the participant by a duplicate of that form or
in a final statement of account for each calendar year. With respect to
participants whose dividends are subject to United States income tax
withholding, the Company will comply with all applicable IRS requirements
concerning the withholding of such tax, and the amount of any cash distribution
reinvested will, in each case, be after any reduction necessary to comply with
the applicable withholding requirements.
Under Code Section 3406(a)(1), the Company is required to withhold for
United States income tax purposes 31% of all dividend payments to a shareholder
if:
- such shareholder has failed to furnish his or her taxpayer identification
number, which for an individual is his or her social security number,
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15
- the IRS has notified the Company that the shareholder has failed to
properly report interest or dividends, or
- the shareholder has failed to certify, under penalties of perjury, that
he or she is not subject to back-up withholding. Shareholders have
previously been requested by the Company or their broker to submit all
information and certifications required in order to exempt them from
back-up withholding if such exemption is available to them.
32. WHAT ARE THE EFFECTS OF FEDERAL INCOME TAX WITHHOLDING PROVISIONS?
In the case of a shareholder who is subject to back-up withholding tax on
dividends under the Plan, or a foreign shareholder whose dividends are subject
to United States income tax withholding, the amount of the tax to be withheld
will be deducted from the amount of the cash dividend, and only the reduced
amount will be reinvested in Plan Shares. Regular statements of account
confirming purchases made for such participants will indicate the amount of tax
withheld.
USE OF PROCEEDS
The Company is unable to estimate the amount of proceeds from the Shares to
be sold under the Plan. The Company intends to use any proceeds from the sale of
such Shares for general corporate purposes.
PLAN OF DISTRIBUTION
The Shares sold under the Plan are being distributed directly by the
Company rather than through an underwriter, broker or dealer. Participants will
incur no brokerage commissions or other fees in connection with the purchase of
Plan Shares.
Broker-dealers and other financial intermediaries may engage in positioning
and other transactions that will allow them to acquire Shares prior to the
record date for dividends, reinvest in Plan Shares at the discounted purchase
price and resell the Plan Shares to capture the discount. The Company does not
expect that financial intermediaries will engage in such transactions to any
significant extent, if at all. The Company's Articles of Incorporation limit
share ownership by any person to not more than 9.9% in value of the outstanding
stock of the Company. Moreover, the Plan limits optional payments to $5,000 per
dividend payment cycle, and Plan Shares purchased with optional payments are not
purchased at a discount. To the extent that financial intermediaries do
participate in such trading activities, they may be deemed underwriters within
the meaning of Section 2(11) of the Securities Act of 1933. The Company has not
entered into any formal or informal arrangement with any financial intermediary
to engage in such transactions and does not intend to do so.
The Common Stock may not be available under the Plan in all states. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any Shares of the Common Stock or other securities in any state or any
other jurisdiction to any person to whom it is unlawful to make such offer in
such jurisdiction.
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INDEMNIFICATION
The Company's Articles of Incorporation and Bylaws provide that the Company
shall indemnify and advance expenses to its currently acting and former
directors, officers, employees and agents to the fullest extent permitted by the
laws of the State of Maryland.
To the extent that indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company, the Company understands that the SEC believes that such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
WHERE YOU CAN FIND MORE INFORMATION ABOUT THE COMPANY
The Company files annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (File No.
1-11852). You may read and copy any document it files with the Commission at the
Public Reference Room of the Commission, at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549. You may call 1-800-SEC-0330 for
further information concerning the Public Reference Room.
The Commission also makes these documents available on its web site at
http://www.sec.gov. Copies of these materials are also available at the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on Form
S-3 under the Securities Act of 1933 relating to the Common Stock offered by
this Prospectus. This Prospectus constitutes a part of the registration
statement but does not contain all of the information set forth in the
registration statement and its exhibits. For further information, you should
refer to the registration statement and its exhibits.
The Commission allows the Company to "incorporate by reference" the
information it files with the Commission, which means that the Company can
disclose important information to you by referring you to another document it
has filed with the Commission. The information incorporated by reference is an
important part of this Prospectus and information that the Company files later
with the Commission will automatically update and supersede this information.
The Company incorporates by reference the following:
- The description of Common Stock contained in the Registration Statement
on Form 8-A filed with the Commission on April 8, 1993;
- Annual Report on Form 10-K for the fiscal year ended December 31, 1998;
and
- Any future filings the Company makes with the Commission until it sells
all of the Common Stock offered by this Prospectus.
You may request a copy of these filings, at no cost, by writing or
telephoning the Company at the following address or telephone number:
Healthcare Realty Trust Incorporated
3310 West End Avenue
Suite 700
Nashville, Tennessee 37203
Attention: Investor Relations
Telephone: (615) 269-8175
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- ------------------------------------------------------
- ------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SHARES OF COMMON STOCK OFFERED
HEREBY OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SHARES TO
ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER IS UNLAWFUL. THE DELIVERY OF
THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
-------------------------
TABLE OF CONTENTS
PAGE
----
The Company........................ 2
Introduction....................... 2
The Plan........................... 2
Purpose, Advantages and
Disadvantages................. 2
Costs............................ 3
Administration................... 4
Participation.................... 4
Purchases........................ 6
Participant's Account............ 7
Reports to Participants.......... 7
Dividends........................ 7
Issuance of Certificates......... 7
Termination...................... 8
Other Information................ 9
Federal Income Tax Consequences.. 10
Use of Proceeds.................... 12
Plan of Distribution............... 12
Indemnification.................... 13
Where You Can Find More Information
About The Company................ 13
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
(HEALTHCARE REALTY TRUST LOGO)
DIVIDEND
REINVESTMENT PLAN
COMMON STOCK
-------------------------
PROSPECTUS
-------------------------
APRIL 30, 1999
- ------------------------------------------------------
- ------------------------------------------------------
18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Second Articles of Amendment and Restatement for the Registrant provide
as follows:
Article IX
LIMITATION ON PERSONAL LIABILITY
OF DIRECTORS AND OFFICERS; INDEMNIFICATION
A director or officer shall not be personally liable to the corporation or
its shareholders for money damages unless (i) it is proved that the person
actually received an improper benefit or profit in money, property or services
for the amount of the benefit or profit in money, property, or services actually
received or (ii) a judgment or other final adjudication adverse to the person is
entered in a proceeding, based on a finding in the proceeding that the person's
action, or failure to act, was the result of active and deliberate dishonesty
and was material to the cause of action adjudicated in the proceeding.
If the law of the State of Maryland is hereafter amended to authorize
corporate action further limiting or eliminating the personal liability of
directors or officers or expanding such liability, then the liability of
directors or officers to the corporation or its shareholders shall be limited or
eliminated to the fullest extent permitted by Maryland law as so amended from
time to time. Any repeal or modification of this Article IX by the shareholders
of the corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer or the corporation
existing at the time of such repeal or modification.
The corporation shall indemnify directors, officers, employees and agents
to the fullest extent permitted by the law of the State of Maryland. The
corporation may purchase and maintain liability insurance, or make other
arrangements for such obligations or otherwise, to the extent permitted by the
law of the State of Maryland, whether or not the corporation would have the
power to indemnify against liability under the provisions of such law.
The Second Amended and Restated Bylaws of the Registrant provides as
follows:
Article IX
INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 1. INDEMNIFICATION. The corporation shall indemnify and advance
expenses to its currently acting and its former directors to the fullest extent
permitted by the Maryland General Corporation Law, and the corporation may
indemnify and advance expenses to its officers, employees and agents to the same
extent as its directors and to such further extent as is consistent with law.
The officers of the Corporation shall be entitled to such indemnification except
to the extent that the Board of Directors may otherwise prospectively determine
in any situation. The corporation may purchase and maintain liability insurance,
or make other arrangements for such obligations or otherwise,
II-1
19
to the extent permitted by the law of the State of Maryland, whether or not the
corporation would have the power to indemnify against liability under the
provisions of such law.
SECTION 2. PROVISIONS NOT EXCLUSIVE. This Article shall not be construed
as a limitation upon the power of the corporation to enter into contracts or
undertakings of indemnity with a director, officer, employee or agent of the
corporation, nor shall it be construed as a limitation upon any other rights to
which a person seeking indemnification may be entitled under any agreement, vote
of shareholders or his official capacity and as to action in another capacity
while holding office.
SECTION 3. ADDITIONAL INFORMATION. The benefits of the indemnification
and hold harmless provisions applicable to the officers and directors of this
corporation under the General Corporation Law of the State of Maryland or any
other applicable law of the State of Maryland shall also be applicable to the
officers (including without limitation the Chairman, Treasurer, and Assistant
Treasurer) appointed from time to time by the President of this corporation to
serve in the administration and management of any separate, segregated fund
established for purposes of collecting and distributing voluntary employee
political contributions to federal, state or local election campaigns pursuant
to the Federal Election Campaign Act of 1971, as amended or any similar federal,
state or local statute or ordinance.
-------------------------
Section 2.418 of the Maryland General Corporation Law generally permits
indemnification of any director made a party to any proceedings by reason of
service as a director unless it is established that (i) the act or omission of
such person was material to the matter giving rise to the proceeding and was
committed in bad faith or was the result of active and deliberate dishonesty; or
(ii) such person actually received an improper personal benefit in money,
property or services; or (iii) in the case of any criminal proceeding, such
person had reasonable cause to believe that the act or omission was unlawful.
The indemnity may include judgments, penalties, fines, settlements and
reasonable expenses actually incurred by the director in connection with the
proceeding; but, if the proceeding is by, or in the right of the corporation,
indemnification is not permitted with respect to such proceeding in which the
director has been adjudged to be liable to the corporation. The termination of
any proceeding by conviction or upon a plea of nolo contendere or its equivalent
or an entry of an order of probation prior to judgment creates a rebuttable
presumption that the director did not meet the requisite standard of conduct
required for permitted indemnification. The Maryland General Corporation Law
permits Maryland corporations to indemnify their officers, employees or agents
to the same extent as their directors and to such further extent as is
consistent with law. The Company's Articles of Incorporation and Bylaws provide
that officers, employees and agents of the Company shall be entitled to
indemnification to the fullest extent permitted by Maryland law.
Indemnification under the provisions of the Maryland General Corporation
Law is not deemed exclusive of any other rights, by indemnification or
otherwise, to which a director or officer may be entitled under the Articles of
Incorporation, Bylaws, resolution of shareholders or directors, contract or
otherwise.
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20
ITEM 16. EXHIBITS
EXHIBIT
NUMBER
- -------
4 -- Specimen stock certificate.(1)
5 -- Opinion of Waller Lansden Dortch & Davis regarding
legality.(2)
8 -- Opinion of Waller Lansden Dortch & Davis regarding tax
consequences.(2)
23.1 -- Consent of Waller Lansden Dortch & Davis (see Exhibits 5 and
8).(2)
23.2 -- Consent of Ernst & Young.(3)
24 -- Power of Attorney.(2)
99.1 -- Dividend Reinvestment Plan.(2)
99.2 -- Specimen Authorization Form.(2)
- -------------------------
(1) Incorporated by reference to Registrant's Registration Statement on Form
S-11 (Registration No. 33-60506) previously filed pursuant to the Securities
Act of 1933.
(2) Previously filed.
(3) Incorporated by reference to Exhibit 23 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998.
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21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on the 27th day of
April, 1999.
HEALTHCARE REALTY TRUST
INCORPORATED
By: /s/ DAVID R. EMERY
-----------------------------------
David R. Emery
Chairman, President, and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DAVID R. EMERY Chairman, President, April 27, 1999
- ----------------------------------------------------- and Chief Executive
David R. Emery Officer (Principal
Executive Officer)
/s/ TIMOTHY G. WALLACE Executive Vice April 27, 1999
- ----------------------------------------------------- President and Chief
Timothy G. Wallace Financial Officer
(Principal
Financial Officer)
/s/ FREDRICK M. LANGRECK Senior Vice President April 27, 1999
- ----------------------------------------------------- and Treasurer
Fredrick M. Langreck
/s/ SCOTT W. HOLMES Senior Vice April 27, 1999
- ----------------------------------------------------- President --
Scott W. Holmes Financial Reporting
(Principal
Accounting Officer)
* Director April 27, 1999
- -----------------------------------------------------
Errol L. Biggs, Ph.D.
* Director April 27, 1999
- -----------------------------------------------------
Thompson S. Dent
* Director April 27, 1999
- -----------------------------------------------------
Charles Raymond Fernandez, M.D.
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22
SIGNATURE TITLE DATE
--------- ----- ----
* Director April 27, 1999
- -----------------------------------------------------
Batey M. Gresham, Jr.
* Director April 27, 1999
- -----------------------------------------------------
Marliese E. Mooney
* Director April 27, 1999
- -----------------------------------------------------
Edwin B. Morris
* Director April 27, 1999
- -----------------------------------------------------
John Knox Singleton
*By: /s/ DAVID R. EMERY
- -----------------------------------------------------
David R. Emery
Attorney-in-fact
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