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 AND EXCHANGE ACT OF 1934
May 14, 2002
Date of Report (Date of earliest event reported)
HEALTH CARE PROPERTY INVESTORS, INC.
(Exact name of registrant as specified in its charter)
Maryland 001-08895 33-0091377
(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
4675 MacArthur Court
Suite 900
Newport Beach, California 92660
(Address of principal executive offices) (Zip Code)
(949) 221-0600
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant
(a) Dismissal of previous independent accountants.
(i) On May 14, 2002, Health Care Property Investors, Inc. dismissed
Arthur Andersen LLP, or Andersen, as its independent public
accountants. Health Care Property Investors' Audit Committee
participated in and approved the decision to dismiss Andersen.
(ii) The reports of Andersen on the financial statements of Health Care
Property Investors for the past two fiscal years contained no
adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principle.
(iii) During the two most recent fiscal years and through May 14, 2002,
there have been no disagreements between Health Care Property
Investors and Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction
of Andersen, would have caused Andersen to make reference to the
subject matter thereof in its report on Health Care Property
Investors' financial statements for such periods.
(iv) During the two most recent fiscal years and through May 14, 2002,
there have been no reportable events (as defined in Item 304(a)(1)(v)
of Regulation S-K).
(v) At the request of Health Care Property Investors, Andersen furnished
a letter addressed to the SEC stating that it agrees with the above
statements. A copy of such letter, dated May 17, 2002, is filed as
Exhibit 16 to this Form 8-K.
(b) Engagement of new independent accountants.
(i) Health Care Property Investors engaged Ernst & Young LLP as its new
independent accountants as of May 14, 2002. During the two most
recent fiscal years and through May 14, 2002, Health Care Property
Investors has not consulted with Ernst & Young LLP regarding the
matters described in, and required to be disclosed pursuant to,
Item 304(a)(2)(i) or Item 304(a)(2)(ii) or Regulation S-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16(1) Arthur Andersen LLP letter dated May 17, 2002.
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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 hereunto duly authorized.
HEALTH CARE PROPERTY INVESTORS, INC.
Date: May 17, 2002 By: /s/ Edward J. Henning
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Name: Edward J. Henning
Title: Senior Vice President, General
Counsel and Corporate Secretary
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