<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1995
REGISTRATION NO. 33-62811
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HEALTH CARE PROPERTY INVESTORS, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 33-0091377
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10990 WILSHIRE BOULEVARD, SUITE 1200
LOS ANGELES, CALIFORNIA 90024
(310) 473-1990
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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KENNETH B. ROATH
CHAIRMAN, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
10990 WILSHIRE BOULEVARD, SUITE 1200
LOS ANGELES, CALIFORNIA 90024
(310) 473-1990
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
PAMELA B. KELLY, ESQ. PAUL C. PRINGLE, ESQ.
LATHAM & WATKINS BROWN & WOOD
633 WEST FIFTH STREET, SUITE 4000 555 CALIFORNIA STREET
LOS ANGELES, CALIFORNIA 90071-2007 SAN FRANCISCO, CALIFORNIA 94104
(213) 485-1234 (415) 398-3909
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined
by market conditions.
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If the only securities being registered on this Form are being offered
pursuant to a dividend or interest reinvestment plans, please check the
following box. [_]
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 investment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF
SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED(1) REGISTERED OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Debt Securities, Pre-
ferred Stock, Common
Stock and Rights...... (3) (3) $200,000,000 $68,966(4)
</TABLE>
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
(1) This Registration Statement also covers delayed delivery contracts which
may be issued by the Registrant under which the counterparty may be
required to purchase Debt Securities, Preferred Stock or Common Stock.
Such contracts would be issued with the Debt Securities, Preferred Stock
and/or Common Stock.
(2) In no event will the aggregate maximum offering price of all securities
issued pursuant to this Registration Statement exceed $200,000,000.
(3) Not applicable pursuant to General Instructions II.D of Form S-3 under the
Securities Act of 1933, as amended.
(4) The Registrant paid the registration fee with its initial filing on
September 21, 1995.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses, other than underwriting discounts and commissions,
in connection with this offering are estimated as follows:
<TABLE>
<S> <C>
SEC Registration Fee........................................... $ 68,966
Blue Sky fees and expense...................................... 20,000
Printing and shipping expenses................................. 150,000
Legal fees and expenses........................................ 200,000
Accounting fees and expenses................................... 60,000
Transfer agent or trustee fees................................. 10,000
Listing Fees................................................... 50,000
Miscellaneous.................................................. 50,000
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Total........................................................ $608,966
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Charter Documents limit the liability of the Company's directors and
officers to the Company and its shareholders to the fullest extent permitted
by the laws of the State of Maryland. Maryland law presently permits the
liability of directors and officers to a corporation or its shareholders for
money damages to be limited, except (i) to the extent that it is proved that
the director or officer actually received an improper benefit or profit or
(ii) if the judgment or other final adjudication is entered in a proceeding
based on a finding that the directors or officers action, or failure to act,
was a result of active or deliberate dishonesty and was material to the cause
of action adjudicated in the proceeding. The provisions of the Charter
Documents do not limit the ability of the Company or its shareholders to
obtain other relief, such as injunction or recision.
The Charter Documents provide for indemnification of directors and officers
to the full extent permitted by the laws of the State of Maryland.
Article X of the Company's Amended and Restated By-Laws (the "By-Laws")
provides that the Company shall indemnify and hold harmless, in the manner and
to the fullest extent permitted by law, any person who is or was a party to,
or is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether or not by or in the right of the Company,
and whether civil, criminal, administrative, investigative or otherwise, by
reason of the fact that such person is or was a director or officer of the
Company, or, as a director or officer of the Company, is or was serving at the
request of the Company as a director, officer, trustee, partner, member, agent
or employee of another corporation, partnership, limited liability company,
association, joint venture, trust, benefit plan or other enterprise.
Article X of the By-Laws further provides that the Company may, with the
approval of the Board of Directors, provide such indemnification and
advancement of expenses as set forth in the above paragraph to agents and
employees of the Company.
Section 2-418 of the Maryland General Corporation Law generally permits
indemnification of any director or officer made a party to any proceedings by
reason of service as a director or officer 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
or officer in connection with the proceeding; provided, however, that if the
proceeding is one by, or in the right of the
II-1
<PAGE>
corporation, indemnification is not permitted with respect to any proceeding
in which the director or officer has been adjudged to be liable to the
corporation. In addition, a director or officer may not be indemnified with
respect to any proceeding charging improper personal benefit to the director
or officer adjudged to be liable on the basis that personal benefit was
improperly received. The termination of any proceeding by conviction or upon a
plea of nolo contendere or its equivalent creates a rebuttable presumption
that the director or officer did not meet the requisite standard of conduct
required for permitted indemnification. The termination of any proceeding by
judgment, order or settlement, however, does not create a presumption that the
director or officer failed to meet the requisite standard of conduct for
permitted indemnification.
The Company has provided for the benefit of its directors and officers, a
Directors and Officers Liability Policy.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
1.1 Form of Distribution Agreement for Medium Term Notes.*
1.2 Form of Purchase Agreement for Notes.*
1.3 Form of Purchase Agreement for Common Stock.*
1.4 Form of Purchase Agreement for Preferred Stock.*
4.1 Articles of Restatement of the Company (incorporated herein by
reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1994).
4.2 Rights Agreement, dated as of July 5, 1990, between the Company and
Manufacturers Hanover Trust Company of California, as Rights Agent
(incorporated herein by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A filed with the Commission on July
17, 1990).
4.3 Indenture dated as of September 1, 1993 between the Company and The
Bank of New York, as Trustee (incorporated herein by reference to
Exhibit 4.1 to the Company's Current Report on Form
8-K dated September 9, 1993).
4.4 Indenture dated as of April 1, 1989 between the Company and the Bank
of New York, as Trustee (incorporated herein by reference to Exhibit
4.1 to the Company's Registration Statement on Form S-3 dated March
20, 1989).
5.1 Opinion of Latham & Watkins as to the validity of the Securities.
8.1 Opinion of Latham & Watkins re: tax matters.+
12.1 Statement re: Computation of Ratio of Earnings to Fixed Charges.+
23.1 Consent of Arthur Andersen LLP (contained on page II-5).
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
23.3 Consent of Latham & Watkins (included in Exhibit 8.1).+
24.1 Power of Attorney.+
25.1 Statement of Eligibility and Qualification on Form T-1.+
</TABLE>
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* To be filed by amendment or incorporated by reference in connection with the
offering of Securities.
+ Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration
II-2
<PAGE>
Statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set for the in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes, that, for purposes of
determining any liability under the Securities Act, each filing the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of section 310 of the Trust Indenture Act (the "TIA") in
accordance with the rules and regulations prescribed by the Commission under
section 305(b)(2) of the TIA.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment No. 2 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Los Angeles, State of California, on the 30th day of October, 1995.
HEALTH CARE PROPERTY INVESTORS, INC.
By: /s/ Kenneth B. Roath
-----------------------------------
Kenneth B. Roath
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Amendment No. 2 to
the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Kenneth B. Roath Chairman, President, Chief
- ------------------------------------ Executive Officer and October 30, 1995
Kenneth B. Roath Director (Principal
Executive Officer)
* Executive Vice President and
- ------------------------------------ Chief Financial Officer October 30, 1995
James G. Reynolds (Principal Financial
Officer)
* Senior Vice President and
- ------------------------------------ Treasurer (Principal October 30, 1995
Devasis Ghose Accounting Officer)
*
- ------------------------------------ Director October 30, 1995
Paul V. Colony
*
- ------------------------------------ Director October 30, 1995
Robert R. Fanning, Jr.
*
- ------------------------------------ Director October 30, 1995
Michael D. McKee
*
- ------------------------------------ Director October 30, 1995
Orville E. Melby
*
- ------------------------------------ Director October 30, 1995
Harold M. Messmer, Jr.
*
- ------------------------------------ Director October 30, 1995
Peter L. Rhein
* Power of Attorney by
/s/ Kenneth B. Roath
- ------------------------------------
Kenneth B. Roath
Chairman, President and
Chief Executive Officer
</TABLE>
II-4
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated January 12, 1995 (except with respect to the matters discussed in
Note 12 to the financial statements, as to which the date is March 13, 1995)
and to all references to our firm included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
Los Angeles, California
October 30, 1995
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
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<C> <S> <C>
1.1 Form of Distribution Agreement for Medium Term Notes.*
1.2 Form of Purchase Agreement for Notes.*
1.3 Form of Purchase Agreement for Common Stock.*
1.4 Form of Purchase Agreement for Preferred Stock.*
4.1 Articles of Restatement of the Company (incorporated
herein by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the year ended December
31, 1994).
4.2 Rights Agreement, dated as of July 5, 1990, between the
Company and Manufacturers Hanover Trust Company of
California, as Rights Agent (incorporated herein by
reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A filed with the Commission on July
17, 1990).
4.3 Indenture dated as of September 1, 1993 between the
Company and The Bank of New York, as Trustee
(incorporated herein by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated September 9,
1993).
4.4 Indenture dated as of April 1, 1989 between the Company
and the Bank of New York, as Trustee (incorporated
herein by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-3 dated March 20,
1989).
5.1 Opinion of Latham & Watkins as to the validity of the
Securities.
8.1 Opinion of Latham & Watkins re: tax matters.+
12.1 Statement re: Computation of Ratio of Earnings to Fixed
Charges.+
23.1 Consent of Arthur Andersen LLP (contained on page II-5).
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
23.3 Consent of Latham & Watkins (included in Exhibit 8.1).+
24.1 Power of Attorney.+
25.1 Statement of Eligibility and Qualification on Form T-1.+
</TABLE>
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* To be filed by amendment or incorporated by reference in connection with the
offering of Securities.
+ Previously filed.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS]
October 27, 1995
Health Care Property Investors, Inc.
10990 Wilshire Boulevard, Suite 1200
Los Angeles, California 90024
Re: $200,000,000 Aggregate Offering Price of Securities of Health Care
Property Investors, Inc. (File No. 33-62811)
Ladies and Gentlemen:
At your request, we have examined the registration statement on Form S-3
(File No. 33-62811) (the "Registration Statement") being filed by you with the
Securities and Exchange Commission in connection with the registration, under
the Securities Act of 1933, as amended, of up to $200,000,000 aggregate
offering price of securities (the "Securities"), consisting of one or more
series of debt securities (the "Debt Securities"), one or more series of
shares of preferred stock, par value $1.00 per share (the "Preferred Stock"),
shares of common stock, par value $1.00 per share (the "Common Stock") and
rights to purchase common stock (the "Rights"). We also have examined the
existing indenture (the "Indenture") dated as of September 1, 1993 between
Health Care Property Investors, Inc. (the "Company"), and The Bank of New
York, as Trustee, which has been filed with the Commission and incorporated by
reference to the Registration Statement, relating to the Debt Securities.
In our capacity as your counsel in connection with such registration, we are
familiar with the proceedings taken and proposed to be taken by the Company in
connection with the authorization and issuance of the Securities and for the
purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed and that the terms of each issuance
will otherwise be in compliance with law. In addition, we have made such legal
and factual examinations and inquiries, including an examination of originals
or copies certified or otherwise identified to our satisfaction of such
documents, corporate records and instruments, as we have deemed necessary or
appropriate for purposes of this opinion.
We are opining herein as to the effect on the subject transaction only of
the internal laws of the State of California, the General Corporation Law of
the State of Maryland, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Maryland, any other laws, or as to any matters
of municipal law or the laws of any other local agencies within the state.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
<PAGE>
Subject to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof:
1. The Debt Securities have been duly authorized by the Company, and when
the Debt Securities have been duly established by the Indenture, duly
authenticated by the Trustee and duly executed and delivered on behalf of
the Company against payment therefor in accordance with the terms and
provisions of the Indenture and as contemplated by the Registration
Statement, the Debt Securities will constitute valid, binding and
enforceable obligations of the Company,
2. The Preferred Stock has been duly authorized by the Company, and when
the Preferred Stock has been duly established in accordance with the terms
of the Company's Articles of Amendment and Restatement and applicable law,
and, upon issuance, delivery and payment therefor in the manner
contemplated by the Registration Statement, the Preferred Stock will be
validly issued, fully paid and nonassessable.
3. The Common Stock, including any Common Stock that may be issuable
pursuant to the conversion of any Debt Securities or Preferred Stock, has
been duly authorized, and upon issuance, delivery and payment therefor in
the manner contemplated by the Registration Statement, will be validly
issued, fully paid and nonassessable.
The opinion rendered in clause 1 above is subject to the following
exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, moratorium or other similar laws or equitable
principles relating to or affecting the rights and remedies of creditors; (ii)
limitations imposed by California or federal law or equitable principles on
the availability of specific performance, injunctive relief or other equitable
remedies; (iii) we advise you that a California court may not strictly enforce
certain covenants contained in the Indenture or allow acceleration of the
maturity of the indebtedness evidenced by the Debt Securities if it concludes
that such enforcement or acceleration would be unreasonable under the then
existing circumstances; (iv) certain rights, remedies and waivers contained in
the Indenture may be limited or rendered ineffective by applicable California
laws or judicial decisions governing such provisions, but such laws or
judicial decisions do not render the Indenture invalid as a whole; (v)
applicable California laws or judicial decisions may require that a judgment
for money damages rendered in the United States be expressed in United States
dollars; and (vi) we express no opinion with respect to whether acceleration
of Debt Securities may affect the collectibility of any portion of the stated
principal amount thereof which might be determined to constitute unearned
interest thereon.
To the extent that the obligations of the Company under the Indenture may be
dependent upon such matters, we assume for purposes of this opinion that the
Trustee is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that the Trustee is duly qualified
to engage in the activities contemplated by the Indenture; that the Indenture
has been duly authorized, executed and delivered by the Trustee and
constitutes the legally valid, binding and enforceable obligation of the
Trustee enforceable against the Trustee in accordance with its terms; that the
Trustee is in compliance, generally with respect to acting as a trustee under
the Indenture, with all applicable laws and regulations; and that the Trustee
has the requisite organizational and legal power and authority to perform its
obligations under the Indenture.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters"
in the prospectus included therein.
Very truly yours,
LATHAM & WATKINS
