<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
HEALTH CARE PROPERTY INVESTORS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
HEALTH CARE PROPERTY INVESTORS, INC.
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 20, 1995
The Annual Meeting of Stockholders of Health Care Property Investors, Inc.
(the "Company") will be held in the Dynasty Room of the Westwood Marquis Hotel,
930 Hilgard Avenue, Los Angeles, California 90024 on Thursday, April 20, 1995,
at 9:30 a.m., Los Angeles time, for the purposes of (1) electing two Directors,
(2) ratifying the selection of Arthur Andersen LLP as independent accountants
for the fiscal year ending December 31, 1995, and (3) transacting such other
business as may properly come before the meeting.
Only Stockholders whose names appear of record on the books of the Company at
the close of business on February 21, 1995 are entitled to notice of, and to
vote at, such Annual Meeting or any adjournment or adjournments thereof.
You are cordially invited to attend the meeting in person. Whether or not you
expect to attend this meeting, please sign and date the enclosed proxy and
return it as promptly as possible in the enclosed self-addressed, postage-
prepaid envelope. If you attend the Annual Meeting and wish to vote in person,
your proxy will not be used.
By Order of the Board of Directors
/s/ Edward J. Henning
Edward J. Henning
Corporate Secretary
Los Angeles, California
March 17, 1995
<PAGE>
HEALTH CARE PROPERTY INVESTORS, INC.
----------------
PROXY STATEMENT
This proxy statement is furnished to the Stockholders of Health Care Property
Investors, Inc., a Maryland corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Stockholders to be held on April 20, 1995, and at any and all
adjournments thereof. The principal executive offices of the Company are
located at 10990 Wilshire Boulevard, Suite 1200, Los Angeles, California 90024.
The approximate date on which this proxy statement and form of proxy solicited
on behalf of the Board of Directors will be sent to the Company's Stockholders
is March 17, 1995.
On February 21, 1995, the record date for the determination of Stockholders
entitled to notice of, and to vote at, the Annual Meeting, the Company had
28,505,734 shares of Common Stock, par value $1.00 per share (the "Shares" or
the "Common Stock"), outstanding. Each such Share is entitled to one vote on
all matters properly brought before the meeting. Stockholders are not permitted
to cumulate their Shares for the purpose of electing Directors or otherwise.
A person giving the enclosed proxy has the power to revoke it at any time
before it is exercised. The power of the proxy is suspended if the person
giving it attends the meeting and elects to vote in person.
PRINCIPAL STOCKHOLDERS
As of March 1, 1995, the Company has not been notified of any holders that
might beneficially own more than 5% of its Shares. Additionally, as of March 1,
1995, all Directors and executive offers as a group beneficially owned 607,375
Shares of Common Stock, which includes 284,980 Shares of Common Stock
purchasable within 60 days upon exercise of stock options. Such beneficial
ownership constitutes 2.1% of the total number of Shares outstanding.
ELECTION OF DIRECTORS
Pursuant to the Company's Articles of Incorporation, as amended and restated
to date (the "Articles of Incorporation"), the Directors have been divided into
three classes, each being elected to hold office for a term of three years and
until their respective successors have been duly elected and qualified. At the
Annual Meeting, two Directors will be elected in one class to hold office for
terms of three years and, in each case, until their respective successors have
been duly elected and qualified. The remaining Directors shall continue in
office until their respective terms expire and until successors have been duly
elected and qualified.
The nominees for election to the two positions of Director to be voted upon
at the Annual Meeting are Paul V. Colony and Peter L. Rhein. Unless authority
to vote for the election of Directors has been specifically withheld, the
persons named in the accompanying proxy intend to vote for the election of
Messrs. Colony and Rhein to hold office as Directors for terms of three years
each and until their respective successors have been duly elected and
qualified.
1
<PAGE>
If any nominee becomes unavailable for any reason (which event is not
anticipated), the Shares represented by the enclosed proxy may (unless such
proxy contains instructions to the contrary) be voted for such other person or
persons as may be determined by the holders of such proxies. In no event will
the proxy be voted for more than two nominees.
BOARD OF DIRECTORS AND OFFICERS
The executive officers of the Company, nominees for election as Directors of
the Company and the other persons whose terms as Directors continue after the
meeting, and their principal occupations for the past five years or more, their
ages, their positions and offices with the Company, information as to their
terms in office as Directors, and the number of Shares of the Company owned
beneficially by them on March 1, 1995, are as follows:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
(1)
----------------------------
NUMBER OF
NUMBER OPTION PERCENT
FIRST TERM OF SHARES OF
NAME AGE ELECTED EXPIRES SHARES (2) CLASS
---- --- ------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Paul V. Colony........... 55 1988 1995 10,200 12,000 (4)
Robert R. Fanning, Jr.... 52 1985 1997 725 30,000 (4)
Devasis Ghose............ 41 -- -- 13,550 12,800 (4)
Edward J. Henning........ 41 -- -- 7,500 0 (4)
Stephen R. Maulbetsch.... 37 -- -- 10,420 17,020 (4)
Michael D. McKee......... 49 1989 1997 2,200 12,000 (4)
Orville E. Melby......... 73 1985 1996 10,000 19,500 (4)
Harold M. Messmer, Jr.... 48 1985 1997 20,100(3) 12,000 (4)
James G. Reynolds........ 43 -- -- 31,600 83,400 (4)
Peter L. Rhein........... 53 1985 1995 32,000 12,000 (4)
Kenneth B. Roath......... 59 1986 1996 191,700 74,680 (4)
</TABLE>
- --------
(1) Except as otherwise noted below, all Shares are owned beneficially by the
individual listed with sole voting and/or investment power.
(2) Consists of Shares purchasable within 60 days upon exercise of outstanding
stock options.
(3) Includes 7,600 Shares held as custodian for his children.
(4) Less than 1%. For purposes of computing the percentages, the number of
Shares outstanding includes Shares purchasable by such individual within 60
days upon exercise of outstanding stock options.
Mr. Colony is a Director and has been associated in various capacities with
the insurance firm of Alexander & Alexander, Inc. for the past 29 years. He is
presently Vice Chairman of Alexander & Alexander, Inc. and Chairman of the
Board of Alexander & Alexander of California, Inc.
Mr. Fanning is a Director and has been President of Cape Ann and Northeast
Health Systems, Inc. since July 1994 when Beverly Hospital and Addison Gilbert
Hospital affiliated. Prior thereto, he was President of Northeast Health
Systems, Inc. from 1983 through June 1994. Mr. Fanning has been President of
Beverly Hospital Corporation since June 1980 and was President of Addison
Gilbert Hospital from July 1994 to January 1995. Mr. Fanning has been a member
of the Massachusetts Health and Educational Facilities Authority since 1985 and
has been Chairman of the Authority since 1993. He currently serves as a
Director of Warren Bancorp, Inc. and is a past Chairman of the American College
of Healthcare Executives.
2
<PAGE>
Mr. Ghose has been Senior Vice President-Finance and Treasurer of the Company
since January 1995 and has been with the Company since 1986. Mr. Ghose became
Vice President-Finance and Treasurer in 1994, Vice President and Treasurer in
1991 and Vice President and Controller in 1988.
Mr. Henning became Senior Vice President, General Counsel and Corporate
Secretary of the Company in January 1995 and joined the Company in May 1994 as
Vice President, Senior Legal Counsel and Corporate Secretary. Mr. Henning was
Vice President and Legal Counsel for Weyerhaeuser Mortgage Company from 1992 to
1994 and prior thereto was an attorney with the law firm of Latham & Watkins
from 1984 to 1992.
Mr. Maulbetsch has been employed by the Company since September 1985. He
became Senior Vice President-Property and Acquisition Analysis in January 1995
after serving as Vice President-Property and Acquisition Analysis since 1988.
Mr. McKee is a Director and has been Executive Vice President of the Irvine
Company since April 1994. Prior thereto, he was a partner with the law firm of
Latham & Watkins from January 1986 to April 1994. Mr. McKee is a Director of
Irvine Apartment Communities, Inc. and Realty Income Corporation.
Mr. Melby is a Director and a retired Vice Chairman of Rainier National Bank
(which was subsequently acquired by Bank of America) where he served from 1974
through 1986. Prior to his service with Rainier, Mr. Melby was Treasurer and
later Vice President of Sales and Contracts of the Boeing Company.
Mr. Messmer is a Director and has been Chairman, Chief Executive Officer and
President of Robert Half International, Inc. since July 1986. Mr. Messmer is a
Director of Pacific Enterprises, Airborne Freight Corporation and Spieker
Properties.
Mr. Reynolds became Executive Vice President of the Company in January 1995
and also serves as its Chief Financial Officer. He has been employed with the
Company since its inception in 1985 and served as Senior Vice President
beginning in 1988.
Mr. Rhein is a Director and has been a general partner of Sarlot and Rhein, a
real estate investment and development partnership, since 1967. Mr. Rhein is a
Director of Oasis Residential, Inc.
Mr. Roath is Chairman of the Board of Directors and became President and
Chief Executive Officer of the Company in May 1988, having previously served as
President and Chief Operating Officer since the inception of the Company in
1985. Mr. Roath is Chairman of the National Association of Real Estate
Investment Trusts and also serves as a member of the Board of Governors and
Executive Committee. He is a Director of Franchise Finance Corporation of
America. Mr. Roath also serves as a Vice Chairman for the La Jolla Cancer
Research Foundation and as a Trustee of the California Museum of Science and
Industry.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors held seven meetings during 1994. During that period,
no incumbent Director attended fewer than 75% of the total number of meetings
of the Board and of committees of the Board on which he served.
The Company currently pays each independent Director a fee of $18,000 per
year for services as a Director plus $1,000 for attendance in person at each
meeting of the Board of Directors or any committee meeting on a day on which
the Board of Directors does not meet, $400 for attendance in person at any
committee meeting held on a day on which the Board of Directors also meets, and
$400 for participation in
3
<PAGE>
any telephonic Board of Directors meeting or committee meeting, when such
meetings last longer than a specified time period. In addition, the Company
reimburses the Directors for travel expenses incurred in connection with their
duties as Directors of the Company.
In addition, non-employee Directors participate in the Directors Stock
Incentive Plan (the "Directors Plan"). Under the Directors Plan, on the last
Thursday of April of each year, all outside Directors are granted an option as
of that date to acquire 6,000 shares of the Company's Common Stock. During
1994, outside Directors Colony, Fanning, McKee, Melby, Messmer and Rhein were
each granted options for 6,000 shares of Common Stock at an exercise price of
$30.00 per share of Common Stock. Each option granted under the Directors Plan
is a nonqualified option to purchase shares of Common Stock (an "Option").
Options expire not later than 10 years from the date of grant. An Option
becomes exercisable one year after the date of grant. The Option exercise price
is the fair market value of a share of Common Stock on the date of the grant.
The Directors can also participate in the Retirement Plan for Outside
Directors (the "RPOD") which provides each eligible, non-employee Director with
retirement benefits upon his retirement from the Board. A Director becomes
eligible to receive benefits under the RPOD when he reaches either age 60,
provided he has served as a Director for 15 full years, or age 65, provided he
has served as a Director for five full years, and ceases to serve on the Board.
If a Director terminates service on the Board after completing at least five
full years as a Director, but before meeting the age and service requirements
set forth above, the Director will become eligible to receive a deferred
retirement benefit beginning at age 65.
The annual retirement benefits payable to an eligible Director equal (i) the
Director's annual retainer for the 12 months preceding his retirement,
resignation or death plus (ii) the fee in effect on the date of retirement,
resignation or death for attending a regularly scheduled Board meeting
multiplied by four. Benefits under the RPOD will be paid for a period, not to
exceed 15 years, equal to the period during which the Director served on the
Board, excluding service, if any, while an employee of the Company. If a
Director dies after becoming eligible to receive benefits under the RPOD, his
beneficiary will receive benefits under the RPOD as though the Director had
retired from the Board on the day preceding his death and had met the
applicable age requirements. If a Director is terminated during the term in
which a change of control (as defined in the RPOD) occurs or is not re-elected
immediately following the expiration of such term, he is entitled to the lump
sum actuarial equivalent of the benefits he would have received had he retired
immediately, without regard to whether he meets the age and service
requirements, on the date of such termination or expiration of the Director's
term.
The Company has adopted a Deferred Compensation Plan for Directors of the
Company which permits the Directors to elect to defer fees and retainers to be
paid in the future. Any participating Director will be paid at retirement or
such earlier date as he may designate in such election. Each deferred
compensation account will accrue interest at a rate equal to the prime rate of
Chemical Bank minus one percent.
The Board of Directors has an Audit Committee, an Investment Committee and a
Compensation Committee.
The Audit Committee is comprised of Messrs. Colony, Messmer and Rhein. The
Audit Committee held two meetings during 1994. The Audit Committee is
authorized to select the independent accountants to serve the Company for the
ensuing year, subject to Stockholder approval; review with the independent
accountants
4
<PAGE>
the scope and results of the audit; review management's evaluation of the
Company's system of internal controls; and review non-audit professional
services provided by the independent accountants and the range of audit and
non-audit fees. To ensure independence of the audit, the Audit Committee
consults separately and jointly with the independent accountants and
management.
The Investment Committee is comprised of Messrs. Fanning, Melby, Rhein and
Roath. The Investment Committee held four meetings during 1994. The Investment
Committee is authorized to approve all real estate acquisitions and other
investments.
The Compensation Committee is comprised of Messrs. McKee, Melby and Messmer.
The Compensation Committee held two meetings during 1994. The Compensation
Committee is responsible for the administration of the Company's employee
benefit plans. The Compensation Committee is authorized to determine the
persons eligible to participate in any of the plans, the extent of such
participation and the terms and conditions under which benefits may be vested,
received or exercised. The Compensation Committee also reviews and approves the
compensation of the Company's executive officers and determines the general
compensation policy for the Company.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION RESTRICTED
NAME AND PRINCIPAL ---------------------- STOCK STOCK ALL OTHER
POSITION YEAR SALARY BONUS AWARDS(1)(2) OPTIONS COMPENSATION(3)
- ------------------------ ---- -------- -------- ------------ ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth B. Roath 1994 $384,400 $370,000 $425,600 30,000 $30,000
Chairman, President 1993 373,000 360,000 291,300 100,000
and Chief Executive
Officer 1992 347,500 308,500 477,000 100,000
James G. Reynolds 1994 207,200 156,000 241,200 5,000 20,000
Executive Vice
President 1993 196,800 122,000 113,400 40,000
and Chief Financial
Officer 1992 183,000 105,000 159,000 35,000
Devasis Ghose 1994 114,000 26,000 141,900 2,700 17,000
Senior Vice President-- 1993 104,600 20,000 24,800 8,000
Finance and Treasurer 1992 99,300 20,900 34,500 8,000
Edward J. Henning (4) 1994 89,000 25,000 156,000 3,000 0
Senior Vice President,
General Counsel and
Corporate Secretary
Stephen R. Maulbetsch 1994 89,600 23,000 141,900 2,700 11,000
Senior Vice President-- 1993 84,600 14,000 20,400 7,500
Property and
Acquisition Analysis 1992 80,400 16,500 26,500 6,000
</TABLE>
- --------
(1) Restricted stock awards vest ratably over five years. The table below shows
the amounts of restricted stock held at December 31, 1994, the value of
such restricted stock (calculated by multiplying the amount of restricted
stock by the closing market price of $30.125 on the last trading day of
1994) and total restricted stock awards granted for the past three years.
Dividends are paid on the restricted shares at the same rate as all other
shares of Common Stock of the Company.
5
<PAGE>
<TABLE>
<CAPTION>
VALUE OF RESTRICTED STOCK GRANTS WITH
RESTRICTED STOCK RESTRICTED RESPECT TO INDICATED YEAR
SHARES AT STOCK AT -----------------------------
DECEMBER 31, 1994 DECEMBER 31, 1994 1992 1993 1994
----------------- ----------------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Kenneth B. Roath........ 48,390 $1,457,700 18,000 10,000 15,000
James G. Reynolds....... 16,500 497,100 6,000 3,900 8,500
Devasis Ghose........... 3,870 116,600 1,300 850 5,000
Edward J. Henning....... 2,000 60,200 -- -- 7,500
Stephen R. Maulbetsch... 2,740 82,500 1,000 700 5,000
</TABLE>
(2) Long-term incentive stock award amounts have been calculated based upon the
closing market price as of the date of grant.
(3) These amounts represent the Company's contributions to the Company's 401(k)
Plan (as defined below) and, for Mr. Roath only, also includes the value of
$9,000 of premiums paid in 1994 by the Company for term life insurance of
which the Company is not the beneficiary and which premiums are taxable
income to Mr. Roath. Information for years prior to 1994 is not required to
be disclosed.
(4) Mr. Henning became an employee of the Company on May 23, 1994. 1994
compensation figures do not include the 7,500 stock options or $63,500 of
value for the 2,000 restricted shares he received upon commencement of
employment. The table in footnote 1 showing Mr. Henning's 7,500 restricted
stock grants for 1994 includes the 2,000 shares he received in May 1994 and
the 5,500 shares he received in January 1995.
Employment Agreement. On April 28, 1988, the Company entered into an
employment agreement (the "Agreement") with Kenneth B. Roath which was amended
as of January 31, 1991. The Agreement is for a term of three years and will
automatically be extended for an additional year on the last day of January of
each year unless earlier terminated pursuant to the terms of the Agreement. The
Agreement provides for a base salary for the twelve calendar months beginning
February 1, 1991 at the annual rate of $320,000 to be adjusted annually at the
discretion of the Board of Directors, but at a minimum to reflect increases in
the Consumer Price Index. The Agreement provides for bonus compensation. Mr.
Roath is also entitled to the payment by the Company for the term of the
Agreement of premiums for a term life insurance policy in the amount of
$2,000,000 insuring Mr. Roath's life with a beneficiary named by Mr. Roath. In
the event Mr. Roath's employment is terminated by a change in control or
without cause, he is entitled to receive in severance pay either (i) his annual
base salary at the time of termination plus an amount equal to two times the
average annual bonus earned by Mr. Roath in the two years immediately preceding
the date of termination, subject to a reduction by the amount of compensation
that he receives from a new employer during what would have been the remainder
of his term of employment with the Company, or (ii) upon thirty (30) days'
written notice, a lump sum equal to the present value of the flow of cash
payments that he would otherwise have been paid, but in no event shall payment
be less than 2.5 or 1.5 times base salary for the applicable period for
termination due to change in control or without cause, respectively.
COMPENSATION PURSUANT TO PLANS
Section 401(k) Plan. In 1988, the Company adopted a tax-qualified cash or
deferred profit-sharing plan (the "401(k) Plan"). Under the 401(k) Plan, which
covers all Company employees after they have completed one year of service,
employees may elect to reduce their current compensation up to a maximum of
$9,240 for both 1994 and 1995 calendar years and have the amount of the
reduction contributed to the 401(k) Plan. The Company also contributes to the
401(k) Plan an additional matching amount equal to 4% of such employee's
compensation if such employee's contribution is at least the lesser of 3% of
his compensation or
6
<PAGE>
the maximum contribution allowable by law. The employee's right to retain the
Company's contributions vests at the rate of 20% per year, beginning after the
employee has been with the Company for two years. The 401(k) Plan is intended
to qualify under Section 401 of the Internal Revenue Code so that contributions
by employees or by the Company are not taxable to employees until withdrawn
from the 401(k) Plan, and so that contributions by the Company will be
deductible by the Company when made. For the fiscal year ended December 31,
1994 the Company made contributions pursuant to the 401(k) Plan including
Section 401(a) contributions discussed further below as follows: $68,365 on
behalf of its five most highly compensated executive officers (one of whom, Mr.
Henning, was not eligible to participate in the 401(k) Plan), each of whose
total remuneration exceeded $60,000 during such fiscal year; and $150,349 on
behalf of all employees as a group. At December 31, 1994, a total of 19 of the
Company's employees were participants in the 401(k) Plan.
In 1993, the Compensation Committee adopted an amendment to the Company's
401(k) Plan to provide for a Section 401(a) profit sharing contribution as
provided for and set forth in the Internal Revenue Code. Contributions under
the 401(k) Plan are subject to various limitations under the Internal Revenue
Code and maximum combined 401(k), matching and 401(a) contributions were
limited to the lesser of 25% of taxable compensation or $30,000 per person in
1994.
Supplemental Executive Retirement Plan. Effective May 1, 1988, and amended
effective January 1, 1993, the Board of Directors adopted a Supplemental
Executive Retirement Plan (the "SERP") which provides certain executives
selected by the Compensation Committee with supplemental deferred benefits in
the form of retirement payments for life. Currently, the Committee has selected
Kenneth B. Roath to be a participant.
The annual retirement benefit available to a participant under the SERP
varies according to (i) the age of the participant at retirement, with the
youngest retirement age being 55, and (ii) the number of years the participant
has served the Company, with minimum service being five years. The normal
retirement benefit payable to a participant will equal 30% of his final average
earnings plus 4% of his final average earnings multiplied by years of service
after age 62 (not to exceed five years). Final average earnings are defined
under the plan to mean the average of the three highest, not necessarily
consecutive, years' earnings. A participant's earnings include total annual
cash compensation, including base salary, annual incentive awards and deferred
compensation including 401(a) contributions under the 401(k) Plan described
above. If a participant retires before age 65, his benefits may be subject to
reduction for early retirement.
The SERP benefit is reduced by 100% of any retirement benefit received from
any other Company retirement plan available to a participant (other than
Section 401(a) and Section 401(k) contributions) and Social Security. In the
event of death of a participant after retirement, 50% of the benefit earned by
the participant will be paid to the surviving spouse for life and if survived
by dependent children, each such child will receive a benefit equal to $1,500
per month until age 18, or age 25 if a full time student. In the event of a
participant's death prior to retirement, the participant's surviving spouse
will be paid the participant's retirement benefit as if the participant had
retired the day before his or her death.
A life insurance policy has been purchased on the life of Mr. Roath naming
the Company as sole beneficiary to provide for substantially all obligations
under the SERP. The SERP is designed so that the Company will recover all its
SERP payments plus a factor for the use of its money if its original
assumptions as to interest rates, mortality rates, tax rates and certain other
factors are accurate.
The Company believes that the SERP aids in the ability to attract, retain,
motivate and provide financial security to management employees who render
valuable services to the Company.
7
<PAGE>
OPTION GRANTS WITH RESPECT TO 1994
<TABLE>
<CAPTION>
PERCENTAGE MARKET PRICE
OPTIONS OF TOTAL EXERCISE PRICE ON DATE OF GRANT EXPIRATION
NAME GRANTED OPTIONS GRANTED ($/SH) ($/SH) DATE VALUATION(1)
---- ------- --------------- -------------- ---------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth B. Roath........ 30,000 50.68% $28.375 $28.375 1/18/05 $379,200
James G. Reynolds....... 5,000 8.45% 28.375 28.375 1/18/05 63,200
Devasis Ghose........... 2,700 4.56% 28.375 28.375 1/18/05 34,100
Edward J. Henning....... 3,000 5.07% 28.375 28.375 1/18/05 38,000
7,500(2) 12.67% 30.163 31.750 5/23/04 34,050
Stephen R. Maulbetsch... 2,700 4.56% 28.375 28.375 1/18/05 34,100
</TABLE>
- --------
(1) Calculated using the Black Scholes option valuation methodology, as
recommended by Shuman Management Consulting ("Shuman"), an executive
compensation consulting firm. In using such methodology, the following
variables were utilized for the options expiring January 18, 2005, which
were granted on January 18, 1995: risk-free rate of return of 7.75%; .1966
volatility; 6.57% dividend yield; 3% risk discount factor; ten-year option
term; which yields a discount Black Scholes value for such stock options of
$12.64. The options expiring in January 2005 include dividend share rights
and the value thereof is imputed in the $12.64 value. Dividend shares are
discussed below. The following variables were utilized for the options
expiring May 23, 2004, which were granted on May 23, 1994: risk-free rate
of return of 7.00%; .19 volatility; 5.92% dividend yield; 3% risk discount
factor; ten-year option term; which yields a discount Black Scholes value
for such stock options of $4.54. The actual value, if any, that an
executive officer may realize will depend on the excess of the closing
market price over the exercise price on the date the option is exercised
and the value of any dividend shares received thereafter so that there is
no assurance that the value realized by an executive officer will be at or
near the value estimated by the Black Scholes model, which is based on
arbitrary assumptions as to variables such as stock price volatility,
future dividend yield, interest rates and exercise term.
(2) This entry shows Mr. Henning's 7,500 options granted on May 23, 1994 when
he commenced employment with the Company.
AGGREGATED OPTION EXERCISES IN 1994 AND OPTION VALUES AT DECEMBER 31, 1994
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
VALUE AT DECEMBER 31, 1994 DECEMBER 31, 1994(2)
SHARES ACQUIRED AT ------------------------- -------------------------
NAME ON EXERCISE EXERCISE(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth B. Roath........ 62,160 $583,000 18,000 243,640 $ 82,700 $1,159,000
James G. Reynolds....... 0 -- 59,900 94,100 $577,500 $ 589,500
Devasis Ghose........... 5,000 $ 69,000 6,240 22,560 $ 39,000 $ 164,000
Edward J. Henning....... 0 -- 0 7,500 $ 0 $ 0
Stephen R. Maulbetsch... 0 -- 12,200 17,820 $141,000 $ 116,000
</TABLE>
- --------
(1) Value at exercise is the difference between the closing market price on the
date of exercise less the exercise price per Share, multiplied by the
number of Shares acquired on exercise.
(2) Calculated based on the closing market price on the last trading day of
1994 multiplied by the number of applicable Shares in-the-money, less the
total exercise price for such Shares.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, the following
report and the Stock Performance Graph shall not be incorporated by reference
into any such filings.
8
<PAGE>
COMPENSATION COMMITTEE REPORT TO STOCKHOLDERS
Compensation and benefit practices of Health Care Property Investors, Inc.
(the "Company") are established and governed by the Compensation Committee made
up of independent members of the Board of Directors. The Compensation Committee
establishes the general compensation policy of the Company, reviews and
approves compensation of the executive officers of the Company and administers
all of the Company's employee benefit plans. The Compensation Committee reviews
the overall compensation program of the Company to assure that it (i) is
reasonable and consistent with practices of comparably sized REITs and real
estate development organizations ("Competitive Practices"), (ii) adequately
recognizes performance tied to creating stockholder value, (iii) is responsive
to current tax, accounting and Securities and Exchange Commission ("SEC")
guidelines, and (iv) meets overall Company compensation and business
objectives.
The Compensation Committee has retained the services of Shuman Management
Consulting ("Shuman"), an executive compensation consulting firm, to assist the
Committee in its evaluation of all elements of the Company's compensation
program. Shuman provides advice to the Committee with respect to Competitive
Practices and the reasonableness of compensation paid to executive officers of
the Company. The Committee reviews survey and other data supplied by Shuman in
the course of its deliberations relating to compensation proposals. The
compensation surveys compare the components of the Company's compensation
program with REITs and predominantly real estate organizations which have
characteristics in common with the Company such as assets, market
capitalization and performance. Some, but not all, of the companies included in
the Stock Price Performance Graph are included in such compensation surveys.
Among other information, Shuman reported and the Compensation Committee noted
that the Company had a total return to stockholders for 1994 of 18.4%, which
was the highest level achieved by any of the self-administered, equity health
care REITs, and an average 23% total return to stockholders for the past five
years, which approximates the 75th to 90th percentiles of similar results of
competitive companies. In addition, growth in funds from operations for 1994
exceeded the 65th percentile and has also significantly exceeded the 90th
percentile for the average of the past three to five years.
COMPENSATION PHILOSOPHY
The Compensation Committee believes that the primary focus of the Company's
compensation program should be to reward performance as measured by the
creation of value for stockholders. To this end, the Compensation Committee has
committed to a highly leveraged program that emphasizes incentives tied
directly to stockholder value creation. The Committee attempts to promote
financial and operational success by attracting, motivating and facilitating
the retention of key employees with outstanding talent and ability. In
addition, the compensation program is designed to promote teamwork, initiative
and resourcefulness on the part of key employees whose performance and
responsibilities directly affect Company profits. In this regard, the
compensation program is designed to balance short and long-term incentive
compensation to achieve desired results and, above all, to reward performance.
COMPENSATION MIX
The Company's executive compensation is based on three components designed in
each case to accomplish the Company's compensation philosophy.
9
<PAGE>
Base Salary. Salaries for executive officers are reviewed by the Compensation
Committee on an annual basis. The Compensation Committee generally targets base
salary levels within the range of the 50th to 75th percentile of Competitive
Practices. Salaries may be increased based upon an assessment of competitive
pay levels or the individual's contribution to the asset and financial growth
of the Company. However, consistent with the Company's pay-for-performance
philosophy, achievement is generally rewarded through incentive compensation.
The Compensation Committee has reviewed the base salary for each of the
executive officers for 1994 and believes that such compensation is reasonable
in view of Competitive Practices, the Company's performance and the
contribution of those officers to that performance.
Annual Cash Incentive Awards. Annual cash bonus incentive awards are
generally designed to protect stockholder interests by establishing a funds
from operations target (the "Performance Target"), an objective criteria which
is a measurement of the Company's ability to pay dividends. The Performance
Target is established by the Compensation Committee at the beginning of each
year at a level considered to provide stockholders with an acceptable rate of
return. In addition to satisfying the Performance Target, bonus awards are also
based on personal performance measured by the extent to which personal goals
are achieved. Personal performance goals necessarily vary between executive
officers based upon their specific roles within the Company and specific
objectives established each year for each executive officer by the Company's
Chief Executive Officer. Certain executive officers may also have a portion of
their cash bonus dependent upon targets for new business development. In
general, the annual cash bonus incentive awards are more heavily weighted
towards satisfaction of the Performance Target and the new business development
target, if applicable, consistent with the Committee's focus on tying incentive
compensation to stockholder value creation.
A target award is established for each executive officer other than the Chief
Executive Officer based on the level of his position, the responsibilities and
duties involved therein and on Competitive Practices. The Compensation
Committee approves each executive officer's target award. The target award is
expressed as a percentage of base salary. For the executive officers other than
the Chief Executive Officer, no actual award can exceed 150% of an executive
officer's target award. The Performance Target was achieved in 1994 and target
awards were approved by the Compensation Committee.
Long-Term Incentives. The Compensation Committee administers the Company's
Amended Stock Incentive Plan (the "Plan"). Pursuant to the Plan, annual stock
grants and stock options (with dividend shares as described below) have been
awarded in order to retain and motivate executives to improve long-term stock
market performance. Stock options generally are granted at 100% of the current
fair market value of the Company's stock. Generally, stock option grant and
restricted stock awards vest over a five-year period, and the executive must be
employed by the Company at the time of vesting in order to exercise the
options. The Compensation Committee may make grants based on a number of
factors, including (i) the executive officer's position in the Company, (ii)
his performance of his responsibilities, (iii) equity participation levels of
comparable executives at competitive companies, and (iv) individual
contribution to the success of the Company's financial performance. In
addition, the size, frequency and type of long-term incentive grants may be
determined on the basis of tax consequences of the grant to the individual and
the Company, accounting impact and the number of shares available for issuance.
In 1994, each of the executive officers received stock options which were based
on his responsibilities and relative position in the Company. The Compensation
Committee did not consider the amount of options and restricted stock currently
held by the officers in determining the size of current awards.
10
<PAGE>
In addition, to provide further incentive to executive officers, the Plan was
amended by Stockholder vote in April 1994 to provide for dividend shares
whereby Plan participants would receive the benefit of dividends granted on
Common Stock on which they held an option, between the time the option is
granted and when it is exercised. The benefit of the dividends would come in
the form of a number of shares of Common Stock derived through the following
formula:
(Number of Shares Amount of
on which Participant X Quarterly
holds Option Dividend
Declared)
----------------------------------------------
Fair Market Value of Shares at
date of dividend payout
These dividend shares would only be collectible if an option is exercised,
and then only after the participant has held the shares for two years.
CHIEF EXECUTIVE COMPENSATION
Mr. Roath's total direct compensation in 1994 was within the 75th percentile
of Competitive Practices, reflecting the Compensation Committee's recognition
of Mr. Roath's contributions to the Company's superior financial performance in
1994 which resulted in the Company's achieving the highest level of total
return to stockholders of any self-administered, equity health care REIT. Mr.
Roath received a base salary of $384,400 in 1994 which represents an increase
of approximately 2.5% over his 1993 base salary. This base salary is in
approximately the 55th percentile of Competitive Practices. The Compensation
Committee believes that this level properly leverages Mr. Roath's compensation
toward incentive pay, reflecting the Company's pay-for-performance philosophy.
The Compensation Committee also awarded Mr. Roath a cash bonus incentive award
of $370,000, restricted stock grants of 15,000 shares of Common Stock and
30,000 stock option grants with dividend shares at an exercise price of
$28.375. These awards reflect increases attributable to Competitive Practices
during the period; Mr. Roath's continued contribution to expansion of the
Company's investment portfolio and the Company's outstanding financial
performance, as reflected in the total return to stockholders; and the
Company's pay-for-performance philosophy.
Mr. Roath received 49.0% of his cash compensation for 1994 from incentives.
When the value of the restricted stock grants and stock option grants for the
period are included, 66.6% of total direct compensation is from incentives
which are directly related to stockholder value creation. The other benefits
received by Mr. Roath that are reported in the Summary Compensation Table are
provided pursuant to his Employment Agreement. See "Executive Compensation--
Employment Agreement."
Based upon the foregoing, the Compensation Committee has reviewed and
approved the total compensation for 1994 of the five most highly compensated
executive officers of the Company.
11
<PAGE>
POLICY WITH RESPECT TO SECTION 162(m)
Section 162(m) of the Internal Revenue Code denies a deduction for certain
compensation in excess of $1,000,000 paid to executive officers, unless certain
performance, disclosure, stockholder approval and other requirements are met.
The Company believes that the compensation paid in 1994 will not fail to be
deductible by reason of the Section 162(m) limitations. Furthermore, the
Company believes that a substantial portion of the deductible compensation
payable pursuant to the Company's stock options should be exempted from the $1
million deduction limitation.
The Compensation Committee will continue to review the effects of Section
162(m) with regard to its compensation program and will continue to evaluate
alternatives to ensure executive compensation is reasonable and consistent with
the Company's overall compensation objectives. The Compensation Committee
reserves the right to design programs that recognize a full range of
performance criteria important to the Company's success, even where
compensation payable under such programs may not be deductible.
Compensation Committee
Orville E. Melby Michael D. McKee Harold M. Messmer,
Chairman Jr.
12
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The graph below compares cumulative total return of the Company, the S&P 500
Index and the Equity REIT Index of the National Association of Real Estate
Investment Trusts ("NAREIT") from January 1, 1990 to December 31, 1994. Total
return assumes quarterly reinvestment of dividends before consideration of
income taxes. The Company believes that this information demonstrates that the
compensation earned by its executive officers compares very favorably to the
Company's stockholder value.
[PERFORMANCE GRAPH]
HEALTH CARE PROPERTY INVESTORS, INC.
RATE OF RETURN TREND COMPARISON
DECEMBER 31, 1989 - DECEMBER 31, 1994
(DECEMBER 31, 1989=100)
<TABLE>
<CAPTION>
S&P 500 EQUITY
DATE INDEX REITS INDEX HCPI INDEX
---- -------- -------------- ----------
<S> <C> <C> <C>
Measurement Pt- 12/31/89 100.00 100.00 100.00
03/31/90 96.98 96.01 94.91
06/30/90 102.99 95.74 103.53
09/30/90 88.85 81.97 106.84
12/31/90 96.85 84.51 115.53
03/31/91 110.91 103.26 135.09
06/30/91 110.65 104.09 141.07
09/30/91 116.47 108.25 155.02
12/31/91 126.77 114.25 184.62
03/31/92 123.57 115.05 160.98
06/30/92 125.92 118.08 186.61
09/30/92 129.89 126.08 206.86
12/31/92 136.41 130.91 205.51
03/31/93 142.26 159.23 259.64
06/30/93 142.99 154.66 245.90
09/30/93 146.67 169.13 265.79
12/31/93 150.11 156.64 235.47
03/31/94 144.45 161.97 269.06
06/30/94 145.01 164.96 275.45
09/30/94 152.09 161.57 272.00
12/31/94 152.00 162.00 280.00
</TABLE>
Source for S&P 500 and Equity REIT indices: NAREIT
CERTAIN TRANSACTIONS
The law firm of Latham & Watkins has provided legal services to the Company
since 1985. Michael D. McKee, a Director of the Company since 1989, was a
partner with Latham & Watkins from January 1986 to April 1994.
Since 1985, the Company has been insured through Alexander & Alexander, Inc.
insurance brokers for general liability, workmen's compensation, and other
insurance. Paul V. Colony, a Director of the Company since April 1988, is Vice
Chairman of Alexander & Alexander, Inc. and Chairman of the Board of Alexander
13
<PAGE>
& Alexander of California, Inc., an affiliate of Alexander & Alexander, Inc.
The terms of such insurance policies were established after evaluation of
market rates, and were no less favorable to the Company than might have been
negotiated with an unrelated party. The premiums paid to Alexander & Alexander,
Inc. for the fiscal year ending December 31, 1994 were $281,282.
Since December 1985, the Company has owned a 50% interest in a limited
partnership of real estate equity projects involving an aggregate of
$23,109,000 of equity investments, with aggregate annual rental income of
approximately $3,136,000. The Company is the sole general partner of the
limited partnership. Harold M. Messmer, Jr., a Director of the Company, owns a
15.2% interest as a limited partner of the partnership.
During 1994, Kenneth B. Roath, Chairman, President and Chief Executive
Officer, borrowed money from the Company in connection with the purchase of
Shares for which Options were granted pursuant to the Plan. Mr. Roath's loan,
with an initial principal balance of $1,595,681 and an interest rate of 7%, had
a balance of $1,149,582 at December 31, 1994 and was paid in full on January 5,
1995. In addition, Peter L. Rhein, a Director of the Company, and Mr. Roath
have remaining balances on loans made in connection with the purchase of Shares
of $129,000 and $473,576, respectively. These loans are due on July 20, 1998
and November 19, 1996, respectively.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), requires the Company's directors and executive officers, and persons who
own more than 10% of a registered class of the Company's equity securities
("Insiders"), to file with the SEC initial reports of ownership and reports of
changes in ownership of equity securities of Common Stock of the Company.
Insiders are required by SEC regulations to furnish the Company with copies of
all Section 16(a) reports they file.
To the Company's knowledge, based solely on its review of the copies of such
reports furnished to the Company and written representations from certain
Insiders that no other reports were required during the year ended December 31,
1994, all Section 16(a) filing requirements applicable to Insiders were
complied with.
RATIFICATION OF THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP audited the Company's financial statements for the year
ended December 31, 1994 and have been the Company's auditors since the
Company's organization.
The Directors have selected the firm of Arthur Andersen LLP as independent
accountants for the Company for the fiscal year ending December 31, 1995, it
being intended that such selection would be submitted for ratification by
Stockholders. The proxy holders named in the accompanying form of proxy will
vote the Shares represented by the proxy for ratification of the selection of
Arthur Andersen LLP, unless a contrary choice has been specified on the proxy.
If Stockholders do not ratify the selection of Arthur Andersen LLP, the
selection of independent accountants will be considered by the Directors,
although the Directors would not be required to select different independent
accountants for the Company. The Directors retain the power to select another
firm as independent accountants for the Company to replace the firm whose
selection was ratified by Stockholders in the event the Directors determine
that the best interest of the Company warrants a change of its independent
accountants. A representative of Arthur Andersen LLP is expected to be present
at the April 20, 1995 Annual Meeting with an opportunity to make a statement if
he desires to do so, and such representative is expected to be available to
respond to appropriate questions.
14
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION
OF THE SELECTION OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR THE SUCCEEDING YEAR.
VOTING PROCEDURES
Under the Amended Bylaws of the Company as in effect on the date hereof,
elections of Directors shall be by a plurality of the votes cast. Stockholders
together holding a majority of the stock issued and outstanding and entitled to
vote at the Annual Meeting of Stockholders, who shall be present in person or
represented by proxy at such meeting duly called, shall constitute a quorum for
the transaction of business. The Inspector of Elections will treat Shares
represented by properly signed and returned proxies that reflect abstentions as
Shares that are present and entitled to vote for purposes of determining the
presence of a quorum and for purposes of determining the outcome of any matter
submitted to the Stockholders for a vote. Except as otherwise noted herein,
abstentions do not constitute a vote "for" or "against" any matter and thus
will be disregarded in the calculation of "votes cast."
The Inspector of Elections will treat Shares referred to as "broker non-
votes" (i.e., Shares held by brokers or nominees as to which instructions have
not been received from the beneficial owner or persons entitled to vote that
the broker or nominee does not have the discretionary power to vote on a
particular matter) as Shares that are present and entitled to vote for purposes
of establishing a quorum. For purposes of determining the outcome of any matter
as to which the broker has physically indicated on the proxy that it does not
have discretionary authority to vote, those Shares will be treated as not
present and not entitled to vote with respect to that matter (even though those
Shares are considered entitled to vote for quorum purposes and may be entitled
to vote on other matters).
DEADLINE FOR SUBMISSION OF STOCKHOLDER
PROPOSALS FOR NEXT YEAR'S ANNUAL MEETING
The proxy rules adopted by the SEC provide that certain Stockholder proposals
must be included in the proxy statement for the Company's Annual Meeting. For a
proposal to be considered for inclusion in next year's proxy statement, it must
be received by the Company no later than November 15, 1995.
OTHER MATTERS
The Board of Directors of the Company knows of no matters to be presented at
the Annual Meeting other than those described in this proxy statement. Other
business may properly come before the meeting, and in that event it is the
intention of the persons named in the accompanying proxy to vote in accordance
with their judgment on such matters.
The cost of the solicitation of proxies will be borne by the Company. In
addition to solicitation by mail, Directors and officers of the Company,
without receiving any additional compensation, may solicit proxies personally
or by telephone or telegraph. The Company will request brokerage houses, banks,
and other custodians or nominees holding stock in their names for others to
forward proxy materials to their customers or principals who are the beneficial
owners of Shares and will reimburse them for their expenses in doing so. The
Company has retained the services of Kissel-Blake Inc., for a fee of $7,000
plus out-of-pocket expenses, to assist in the solicitation of proxies from
brokerage houses, banks, and other custodians or nominees holding stock in
their names for others.
15
<PAGE>
The Company's Annual Report to Stockholders, including the Company's audited
financial statements for the year ended December 31, 1994, is being mailed
herewith to all Stockholders of record. THE COMPANY WILL PROVIDE WITHOUT CHARGE
TO ANY PERSON SOLICITED HEREBY, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON, A
COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 1994 FILED WITH THE SEC. SUCH REQUESTS SHOULD BE DIRECTED TO JAMES G.
REYNOLDS, EXECUTIVE VICE PRESIDENT OF THE COMPANY, AT 10990 WILSHIRE BOULEVARD,
SUITE 1200, LOS ANGELES, CALIFORNIA 90024.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN THE ACCOMPANYING
PROXY CARD IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
/s/ Edward J. Henning
Edward J. Henning
Corporate Secretary
Los Angeles, California
March 17, 1995
16
<PAGE>
- --------------------------------------------------------------------------------
HEALTH CARE PROPERTY INVESTORS, INC.
REVOCABLE PROXY
ANNUAL MEETING OF STOCKHOLDERS
APRIL 20, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, as a holder of Common Stock of Health Care Property
Investors, Inc. (the "Company"), hereby appoints Kenneth B. Roath and Peter L.
Rhein as Proxies, with the full power of substitution, to represent and to vote
as designated on this card all of the shares of Common Stock of the Company
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
to be held on April 20, 1995 at 9:30 A.M. (PST), or any adjournment thereof.
Unless otherwise marked, this Proxy will be voted FOR the election of the
Board of Directors' nominees to the Board of Directors and FOR the ratification
of Arthur Andersen LLP as independent auditors. If any other business is
presented at the Annual Meeting of Stockholders, the Proxy will be voted in
accordance with the discretion of the Proxies named above.
The Board of Directors recommends a vote "FOR" the nominees listed below and
"FOR" the ratification of Proposal 2.
1. ELECTION OF DIRECTORS: Paul V. Colony and Peter L. Rhein.
[_] FOR both nominees listed above
(except as marked to the contrary hereon)
[_] WITHHOLD AUTHORITY to vote for both nominees
listed above
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name on the line provided below.)
--------------------------------------------------------------------------
IMPORTANT: PLEASE DATE AND SIGN THE PROXY ON REVERSE SIDE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
_________________ _________________
ACCOUNT NUMBER COMMON
_________________
D.R.S.
2. Ratification of Arthur Andersen LLP as independent auditors for the year
ending December 31, 1995.
[_] FOR [_] AGAINST [_] ABSTAIN
3. In their discretion, upon any other matter that may properly come before the
Annual Meeting of Stockholders or any adjournment thereof.
[_] FOR [_] AGAINST [_] ABSTAIN
Please mark, date and sign as your name appears above. If acting as executor,
administrator, trustee, guardian, etc., you should so indicate when signing. If
the signer is a corporation, please sign the full corporate name, by a duly
authorized officer and indicate the title of such officer. If shares are held
jointly, each stockholder named should sign. If you receive more than one proxy
card, please date and sign each card and return all proxy cards in the enclosed
envelope.
Dated , 1995
__________________________________
Signature
__________________________________
Signature
__________________________________
PLEASE DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED ENVELOPE.
<PAGE>
PROXY
HEALTH CARE PROPERTY INVESTORS, INC.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 20, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, as a holder of Common Stock of Health Care Property
Investors, Inc. (the "Company"), hereby appoints Kenneth B. Roath and Peter L.
Rhein as Proxies, with the full power of substitution, to represent and to vote
as designated on this card all of the shares of Common Stock of the Company
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
to be held on April 20, 1995 at 9:30 A.M. (PST), or any adjournment thereof.
Unless otherwise marked, this Proxy will be voted FOR the election of the
Board of Directors' nominees to the Board of Directors and FOR the ratification
of Arthur Andersen LLP as independent auditors. If any other business is
presented at the Annual Meeting of Stockholders, the Proxy will be voted in
accordance with the discretion of the Proxies named above.
IMPORTANT: PLEASE DATE AND SIGN THE PROXY ON REVERSE SIDE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
(Continued and to be signed on other side)
HEALTH CARE PROPERTY INVESTORS, INC.
YOUR VOTE IS IMPORTANT TO THE COMPANY.
PLEASE COMPLETE, SIGN AND DATE THIS PROXY CARD AND RETURN THE CARD BY TEARING
OFF THE TOP PORTION OF THIS SHEET AND RETURNING IT IN THE ENCLOSED ENVELOPE.
<PAGE>
Please mark your votes as this [X]
- ---------- ---------------
COMMON D.R.S.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED BELOW AND
"FOR" THE RATIFICATION OF PROPOSAL 2.
1. ELECTION OF DIRECTORS
Nominees: Paul V. Colony and
Peter L. Rhein
FOR WITHHELD FOR ALL
[_] [_]
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name on the line provided below.)
- --------------------------------------------------------------------------------
2. Ratification of Arthur Andersen LLP as independent auditors for the year
ending December 31, 1995.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. In their discretion, upon any other matter that may properly come before the
Annual Meeting of Stockholders or any adjournment thereof.
FOR AGAINST ABSTAIN
[_] [_] [_]
I PLAN TO ATTEND MEETING [_]
COMMENTS/ADDRESS CHANGE
Please mark this box if you have written
comments/address change on the reverse side. [_]
I UNDERSTAND THAT IN THE ABSENCE OF INSTRUCTIONS YOU WILL VOTE THE SHARES REP-
RESENTED BY THIS PROXY ON THE LISTED PROPOSALS AND ON OTHER BUSINESS WHICH MAY
COME PROPERLY BEFORE THE MEETING PROPORTIONATELY IN THE SAME MANNER AS THOSE
SHARES FOR WHICH INSTRUCTIONS ARE RECEIVED.
Signature(s) ___________________________ Date _______________________________
PLEASE MARK, DATE AND SIGN AS YOUR NAME APPEARS ABOVE AND RETURN IN THE
ENCLOSED ENVELOPE. IF ACTING AS EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN,
ETC., YOU SHOULD SO INDICATE WHEN SIGNING. IF THE SIGNER IS A CORPORATION,
PLEASE SIGN THE FULL CORPORATE NAME, BY A DULY AUTHORIZED OFFICER AND INDICATE
THE TITLE OF SUCH OFFICER. IF SHARES ARE HELD JOINTLY, EACH STOCKHOLDER NAMED
SHOULD SIGN. IF YOU RECEIVE MORE THAN ONE PROXY CARD, PLEASE DATE AND SIGN EACH
CARD AND RETURN ALL PROXY CARDS IN THE ENCLOSED ENVELOPE.
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
HEALTH CARE PROPERTY INVESTORS, INC.
YOUR VOTE IS IMPORTANT TO THE COMPANY.
PLEASE COMPLETE, SIGN AND DATE THIS PROXY CARD AND RETURN THE CARD BY TEARING
OFF THE TOP PORTION OF THIS SHEET AND RETURNING IT IN THE ENCLOSED ENVELOPE.
