Rule 424(b)(3)
Registration No. 33-66676
PRICING AND PROSPECTUS SUPPLEMENT DATED JANUARY 25, 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: $10,000,000.00
Agent's Discount or Commission: .5%
Net Proceeds to Issuer: $9,950,000.00
Original Issue Price: 100%
Original Issue Date: February 1, 1995
Stated Maturity Date: February 1, 2000
Interest Rate Per Annum: 8.87%
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.
