Rule 424(b)(3)
Registration No. 33-66676
PRICING AND PROSPECTUS SUPPLEMENT DATED JANUARY 27, 1995
HEALTH CARE PROPERTY INVESTORS, INC.
Medium-Term Notes, Series B
This Pricing and Prospectus Supplement accompanies and supplements the
Prospectus, dated September 9, 1993, as supplemented by the Prospectus
Supplement, dated September 9, 1993.
The Notes have the following terms (as applicable):
Principal Amount: $4,000,000.00
Agent's Discount or Commission: .6%
Net Proceeds to Issuer: $3,976,000.00
Original Issue Price: 100%
Original Issue Date: February 3, 1995
Stated Maturity Date: January 30, 2002
Interest Rate Per Annum: 8.81%
Redemption Date(s): None
Redemption Price(s): Not Applicable
Notice of Redemption: Not Applicable
Optional Repayment Date(s): None
Optional Repayment Price(s): Not Applicable
Notice of Optional Repayment: Not Applicable
Original Issue Discount: [ ] Yes [X] No
Form: [X] Book-Entry/Global
[ ] Definitive
Agent: [X] Merrill Lynch & Co.
[ ] Goldman, Sachs & Co.
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.
[ ] 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 100% of Principal Amount.
Plan of Distribution:
The Notes are being offered on a continuing basis for sale by the
Company through each of Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Goldman, Sachs & Co. (collectively, the
"Agents"), who will purchase the Notes, as principal, from the Company
for resale to investors and other purchasers at varying prices relating to
prevailing market prices at the time of resale as determined by such Agent,
or, if so specified in an applicable Pricing Supplement, for resale at a fixed
public offering price. Unless otherwise specified in an applicable Pricing
Supplement, any Note sold to an Agent as principal will be purchased by
such Agent at a price equal to 100% of the principal amount thereof less a
percentage of the principal amount equal to the commission applicable to
an agency sale (as described below) of a Note of identical maturity. If
agreed to by the Company and the applicable Agent, such Agent may utilize
its reasonable efforts on an agency basis to solicit offers to purchase the
Notes at 100% of the principal amount thereof, unless otherwise specified
in an applicable Pricing Supplement. The Company will pay a commission
to each such Agent, ranging from .125% to .750% of the principal amount
of a Note, depending upon its Stated Maturity, sold to or through such
Agent.
An Agent may sell Notes it has purchased from the Company as
principal to other dealers for resale to investors, and may allow any portion
of the discount received in connection with such purchases from the
Company to such dealers. After the initial public offering of Notes, the
public offering price (in the case of Notes to be resold on a fixed public
offering price basis), the concession and the discount may be changed.
The Company reserves the right to withdraw, cancel or modify the
offer made hereby without notice and may reject orders in whole or in part
whether placed directly with the Company or through an Agent. The
Agents will have the right, in their discretion reasonably exercised, to reject
in whole or in part any offer to purchase Notes received by them on an
agency basis.
Unless otherwise specified in an applicable Pricing Supplement,
payment of the purchase price of the Notes will be required to be made in
immediately available funds in New York City on the date of settlement.
No Note will have an established trading market when issued. The
Notes will not be listed on any securities exchange. The Agents may from
time to time purchase and sell Notes in the secondary market, but the
Agents are not obligated to do so, and there can be no assurance that there
will be a secondary market for the Notes or liquidity in the secondary
market if one develops. From time to time, the Agents may make a market
in the Notes, but the Agents are not obligated to do so and may discontinue
any market-making activity at any time.
Each Agent may be deemed to be an "underwriter" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"). The
Company has agreed to indemnify each of the Agents against certain
liabilities including liabilities under the Securities Act, or to contribute to
payments the Agents may be required to make in respect thereof. The
Company has agreed to reimburse the Agent for certain other expenses.
Concurrently with the offering of Notes through the Agents as described
herein, the Company may issue other Debt Securities pursuant to the
Indenture referred to herein.
