1 Rule 424(b)(2) Registration No. 333-57163 PRICING SUPPLEMENT DATED FEBRUARY 23, 2000 HEALTH CARE PROPERTY INVESTORS, INC. MEDIUM-TERM NOTES, SERIES D This Pricing Supplement accompanies and supplements the Prospectus, dated August 27, 1998, as supplemented by the Prospectus Supplement, dated August 27, 1998. The Notes have the following terms (as applicable): Principal Amount: $25,000,000 Agent's Discount or Commission: .450% Net Proceeds to Issuer: $24,864,500 Original Issue Price: 99.908% Original Issue Date: February 28, 2000 Stated Maturity Date: March 1, 2004 Interest Rate Per Annum: 9.0% Redemption Date(s): None Redemption Price(s): Not Applicable Notice of Redemption: Not Applicable Optional Repayment Date: None Optional Repayment Price: Not Applicable Notice of Optional Repayment: Not Applicable Original Issue Discount: [ ]Yes [X] No Form: [X] Book-Entry/Global [ ] Definitive Agent: [ ] Merrill Lynch & Co. [ ] Goldman, Sachs & Co. [ ] NationsBanc Capital Markets, Inc. [ ] BNY Capital Markets, Inc. [X] Donaldson, Lufkin & Jenrette Securities Corporation Agent acting in the capacity as indicated below: [X] Agent [ ] Principal If as Principal: [ ] The Notes are being offered at varying prices related to prevailing market prices at the time of resale. 2 [ ] The Notes are being offered at a fixed initial public offering price of 100% of Principal Amount. If as Agent: The Notes are being offered at a fixed initial public offering price of 99.908% of Principal Amount. Stated Interest: Based on the expected issue price of the Notes, the Company does not anticipate that the Notes will be issued with original issue discount. Holders of Notes will be required to include stated interest in gross income in accordance with their method of accounting for tax purposes. Each purchaser of Notes is encouraged to consult his or her tax advisor with respect to the tax consequences to him or her of the acquisition, ownership and disposition of the Notes. See "Material Federal Income Tax Considerations" in the accompanying Prospectus Supplement.