UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the quarterly period ended March 31, 1996.
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition period from ..... to .......
Commission file number 1-8895
- ----------------------------------------------------------------------------
HEALTH CARE PROPERTY INVESTORS, INC.
(Exact name of registrant as specified in its charter)
- ----------------------------------------------------------------------------
Maryland 33-0091377
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
10990 Wilshire Boulevard, Suite 1200
Los Angeles, California 90024
(Address of principal executive offices)
(310) 473-1990
(Registrant's telephone number, including area code)
___________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No[ ]
As of May 10, 1996 there were 28,665,214 shares of $1.00 par value
common stock outstanding.
- ----------------------------------------------------------------------------
<PAGE>
HEALTH CARE PROPERTY INVESTORS, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets
March 31, 1996 and December 31, 1995
Consolidated Statements of Income
Three Months Ended March 31, 1996 and 1995
Consolidated Statements of Cash Flows
Three Months Ended March 31, 1996 and 1995
Notes to Consolidated Condensed Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Signatures
<PAGE>
Health Care Property Investors, Inc.
Consolidated Balance Sheets
(unaudited)
(Dollar amounts in thousands)
March 31, December 31,
1996 1995
--------- ------------
Assets
Real Estate Properties
Buildings and Improvements $ 653,700 $ 581,152
Accumulated Depreciation (128,467) (121,983)
--------- ---------
525,233 459,169
Construction in Progress 6,553 7,508
Land 65,006 61,317
--------- ---------
596,792 527,994
Loans Receivable 116,515 120,959
Investments in and Advances to Partnerships 9,097 9,248
Other Assets 9,257 7,630
Cash and Cash Equivalents 24,116 2,000
--------- ---------
Total Assets $ 755,777 $ 667,831
========= =========
Liabilities and Stockholders' Equity
Bank Notes Payable $ --- $ 31,700
Senior Notes Due 1998-2015 267,344 153,994
Convertible Subordinated Notes Due 2000 100,000 100,000
Mortgage Notes Payable 13,041 13,390
Accounts Payable and Accrued Expenses 16,498 10,568
Minority Interests in Partnerships 18,734 18,719
Commitments
Stockholders' Equity:
Common Stock 28,655 28,574
Additional Paid-In Capital 355,205 353,166
Cumulative Net Income 333,930 319,329
Cumulative Dividends (377,630) (361,609)
--------- ---------
Total Stockholders' Equity 340,160 339,460
--------- ---------
Total Liabilities and Stockholders' Equity $ 755,777 $ 667,831
========= =========
See accompanying Notes to Consolidated Condensed Financial Statements
and Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Health Care Property Investors, Inc.
Consolidated Statements of Income
(unaudited)
(Amounts in thousands, except per share amounts)
Three Months
Ended March 31,
-----------------
1996 1995
------- ------
Revenue
Base Rental Income $ 20,184 $ 17,152
Additional Rental and Interest Income 4,782 4,864
Interest and Other Income 3,977 3,971
Facility Operating Revenue --- 741
-------- --------
28,943 26,728
-------- --------
Expense
Interest Expense 6,293 5,346
Depreciation/Noncash Charges 5,253 4,507
Other Expenses 1,752 1,417
Facility Operating Expense --- 720
-------- --------
13,298 11,990
-------- --------
Income From Operations 15,645 14,738
Minority Interests (1,044) (982)
-------- --------
Net Income $ 14,601 $ 13,756
======== ========
Net Income Per Share $ 0.51 $ 0.50
======== ========
Weighted Average Shares Outstanding 28,607 27,751
======== ========
See accompanying Notes to Consolidated Condensed Financial Statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Health Care Property Investors, Inc.
Consolidated Statements of Cash Flows
(unaudited)
(Dollar Amounts in Thousands)
Three Months
Ended March 31,
----------------
1996 1995
--------- --------
Cash Flows from Operating Activities
Net Income $ 14,601 $ 13,756
Real Estate Depreciation 4,700 3,994
Partnership Adjustments (96) (158)
--------- ---------
Funds From Operations 19,205 17,592
Change in Other Assets/Liabilities 7,221 (640)
--------- ---------
26,426 16,952
--------- ---------
Cash Flows from Investing Activities
Acquisition of Real Estate Properties, Net (75,282) (3,977)
Advances Repaid by Partnerships --- 24
Other Investments and Loans 4,882 (450)
--------- ---------
(70,400) (4,403)
--------- ---------
Cash Flows from Financing Activities
Net Change in Bank Notes Payable (31,700) 1,800
Repayment of Senior Notes --- (75,000)
Issuance of Senior Notes due 1998-2015 113,329 26,840
Cash Proceeds from issuing Common Stock 877 47,109
Increase in Minority Interests --- 64
Final Payments on Mortgages --- (280)
Periodic Payments on Mortgages (329) (327)
Dividends Paid (16,021) (13,926)
Other Financing Activities (66) 306
-------- --------
66,090 (13,414)
-------- --------
Net Increase (Decrease) in Cash and
Cash Equivalents $ 22,116 $ (865)
======== ========
See accompanying notes to Consolidated Condensed Financial Statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
HEALTH CARE PROPERTY INVESTORS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 1996
(UNAUDITED)
(1) SIGNIFICANT ACCOUNTING POLICIES
The unaudited financial information furnished herein, in the opinion of
management, reflects all adjustments that are necessary to state fairly the
Company's financial position, the results of its operations, and its cash
flows. The Company presumes that users of the interim financial information
herein have read or have access to the audited financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations for the preceding fiscal year ended December 31, 1995 and that
the adequacy of additional disclosures needed for a fair presentation,
except in regard to material contingencies, may be determined in that
context. Accordingly, footnotes and other disclosures that would
substantially duplicate the disclosures contained in the Company's most
recent annual report to security holders have been omitted. The interim
financial information contained herein is not necessarily representative of
a full year's operations for various reasons including acquisitions, changes
in rents, interest rates and the timing of debt and equity financings. These
same considerations apply to all year-to-year comparisons.
Net Income Per Share
Net income per share is calculated by dividing net income by the weighted
average common shares outstanding during the period. There were 28,655,214
shares outstanding as of March 31, 1996.
Funds From Operations
Effective January 1, 1996, the Company adopted the new definition of Funds
From Operations prescribed by the National Association of Real Estate
Investment Trusts. Funds From Operations is now defined as net income
(computed in accordance with generally accepted accounting principles),
excluding gains (or losses) from debt restructuring and sales of property,
plus real estate depreciation, and after adjustments for unconsolidated
partnerships and joint ventures. Adjustments for unconsolidated partnerships
and joint ventures are calculated to reflect Funds From Operations on the
same basis. Funds From Operations does not represent cash generated from
operating activities in accordance with generally accepted accounting
principles, is not necessarily indicative of cash available to fund cash
needs and should not be considered as an alternative to net income. Funds
From Operations for the quarter ended March 31, 1995 have been restated for
comparative purposes.
(2) MAJOR OPERATORS
Listed below are the Company's major operators and the percentage
of current revenue from these operators.
Percentage of
Operators Revenue Total Revenue
- ------------ ----------- -------------
Vencor, Inc. ("Vencor") $6,106,000 21%
Horizon/CMS Health Corporation 2,510,000 9
Beverly Enterprises, Inc. 2,475,000 9
Tenet Healthcare Corporation ("Tenet") 2,299,000 8
Columbia/HCA Healthcare Corp. 2,077,000 7
Emeritus Corporation 1,749,000 6
HealthSouth Corporation ("HealthSouth") 1,672,000 6
All of the leases with subsidiaries of Tenet, Vencor, and certain leases
with HealthSouth are unconditionally guaranteed by Tenet. The guaranteed
leases represent 34% of the Company's total revenue for the three months
ended March 31, 1996.
(3) STOCKHOLDERS' EQUITY
<TABLE>
The following tabulation is a summary of the activity for the Stockholders'
Equity account for the three months ended March 31, 1996 (amounts in
thousands):
<CAPTION>
Common Stock
-------------
Par Additional Total
Number of Value Paid In Cumulative Cumulative Stockholders'
Shares Amount Capital Net Income Dividends Equity
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31,1995 28,574 $28,574 $353,166 $319,329 $(361,609) $339,460
Issuance of Stock, Net 33 33 1,134 1,167
Exercise of Stock Options 48 48 905 953
Net Income 14,601 14,601
Dividends Paid (16,021) (16,021)
- ------------------------------------------------------------------------------------------------------
Balance, March 31,1996 28,655 $28,655 $355,205 $333,930 $(377,630) $340,160
=======================================================================================================
</TABLE>
(4) COMMITMENTS
The Company has outstanding commitments to fund construction costs of
approximately $90,000,000 and acquire health care facilities valued at
approximately $30,000,000. The Company expects that most of these
commitments totaling approximately $120,000,000 will be funded but that
some, due to various reasons including utilization of other financing
sources or inability to obtain required internal or governmental approvals,
will not be funded.
(5) SUBSEQUENT EVENTS
On April 25, 1996 the Board of Directors declared a quarterly dividend
of $0.57 per share payable on May 20, 1996, to stockholders of record on the
close of business on May 3,1996.
HEALTH CARE PROPERTY INVESTORS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
The Company is in the business of acquiring health care facilities that it
leases on a long term basis to health care providers. On a more limited
basis, the Company has provided mortgage financing on health care
facilities. As of March 31, 1996, the Company's portfolio of properties,
including equity investments, consisted of 206 facilities located in 37
states. These facilities are comprised of 137 long term care facilities, 42
congregate care and assisted living facilities, 12 medical office buildings,
six acute care hospitals, six rehabilitation facilities, two physician group
practice clinics and one psychiatric care facility. The gross acquisition
price of the properties, which includes partnership acquisitions, was
approximately $873,578,000 at March 31, 1996.
During the quarter ended March 31, 1996, the Company expended approximately
$68,000,000 on investments in health care facilities. As of March 31, 1996,
the Company had commitments to purchase and construct health care facilities
totaling approximately $120,000,000 for funding during 1996 and 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed acquisitions through the sale of common stock, the
issuance of long term debt, the assumption of mortgage debt, the use of
short-term bank lines and through internally generated cash flow.
Facilities under construction are generally financed by means of cash on
hand or short term borrowings under the Company's existing bank lines. In
the future, the Company may use its Medium- Term Note ("MTN") program to
finance a portion of the costs of construction. At the completion of
construction and commencement of the lease, short term borrowings used in
the construction phase are generally refinanced with new long term debt or
equity offerings.
On February 15, 1996, the Company issued $115,000,000 in Unsecured Senior
Notes due 2006 bearing a coupon of 6.5%. The majority of the proceeds from
this debt issuance was used to fund acquisitions made during the second half
of 1995 and for the first quarter of 1996 with the balance invested
temporarily in short term investments pending deployment in long term asset
acquisitions. At March 31,1996, stockholders' equity in the Company totaled
$340,160,000 and the debt to equity ratio was 1.12 to 1. For the three
months ended March 31, 1996, Funds From Operations covered interest expense
4.1 to 1.
At March 31, 1996, the Company had approximately $50,975,000 available under
its Medium Term Note Program registered pursuant to a shelf registration
statement for future issuance of MTNs from time to time based on Company
needs and then existing market conditions. In September, 1995, the Company
registered $200,000,000 of debt and equity securities under a shelf
registration statement filed with the Securities and Exchange Commission of
which $85,000,000 in debt or equity securities remains available to be
offered by the Company. As of March 31, 1996, the Company had $100,000,000
available on its revolving line of credit. This line of credit with a group
of seven domestic and international banks expires on March 31, 1999. The
Company's Senior and Convertible Subordinated Notes have been rated
investment grade by debt rating agencies since 1986.
Current ratings are as follows:
Moody's Standard & Poor's Duff & Phelps
---------- -------------------- -------------
- -
Senior Notes Baa1 BBB+ A-
Convertible
Subordinated Notes Baa2 BBB BBB+
Since inception in May 1985, the Company has recorded approximately
$449,459,000 in cumulative Funds From Operations. Of this amount, a total
of $377,630,000 has been distributed to stockholders as dividends. The
balance of $71,829,000 has been retained, and is an additional source of
capital for the Company.
At March 31, 1996, the Company had approximately $30,700,000 in irrevocable
letters of credit from commercial banks to secure the obligations of many
lessees' lease and borrowers' loan obligations. The Company may draw upon
the letters of credit if there are any defaults under the leases and/or
loans. Amounts available under letters of credit change from time to time;
such changes may be material.
The first quarter 1996 dividend of $0.56 per share or $16,021,000 in the
aggregate was paid on February 20, 1996. Total dividends paid during the
three months ended March 31,1996 as a percentage of Funds From Operations
for the corresponding period was 83%. The Company declared a second quarter
dividend of $0.57 per share or $16,300,000 in the aggregate, to be paid on
May 20, 1996.
Management believes that the Company's liquidity and sources of capital are
adequate to finance its operations as well as its future investments in
additional facilities.
RESULTS OF OPERATIONS
Net Income for the three months ended March 31, 1996 totaled $14,601,000 or
$0.51 per share, on revenues of $28,943,000 compared to Net Income of
$13,756,000 or $0.50 per share, on revenues of $26,728,000 for the
corresponding quarter in 1995. Funds From Operations for the three months
ended March 31, 1996, increased to $19,205,000, compared with $17,592,000
for the corresponding period in the prior year.
Earnings and Funds From Operations were significantly higher than a year ago
due to increases in base rents and lower relative financing costs. Base
rents for the three months ended March 31, 1996, increased by $3,032,000
over the corresponding period in 1995 from $17,152,000 to $20,184,000. The
majority of the increase in base rents came from new long term investments
made in 1995 and the first quarter of 1996 of $102,000,000 and $68,000,000,
respectively. Interest expense was higher due to the increase in average
borrowings as a result of the issuance of Senior Notes as mentioned above.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibits:
EX-27 Financial Data Schedule
EX-10.40 Amended and Restated Director Deferred
Compensation Plan
EX-10.41 Letter from The Bank of New York and banks that are
signatories to Revolving Credit Agreement extending
commitment.
b) Reports on Form 8-K:
A report on Form 8-K was filed on February 20, 1996, relating
to the Company's 6.5% Senior Notes due February 15,2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 10, 1996 HEALTH CARE PROPERTY INVESTORS, INC.
(REGISTRANT)
/s/ James G. Reynolds
----------------------------------
James G. Reynolds
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ Devasis Ghose
----------------------------------
Devasis Ghose
Senior Vice President-Finance
and Treasurer
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000765880
<NAME> HEALTH CARE PROPERTY INVESTORS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 24,116
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 725,259
<DEPRECIATION> 128,467
<TOTAL-ASSETS> 755,777
<CURRENT-LIABILITIES> 0
<BONDS> 380,385
<COMMON> 28,655
0
0
<OTHER-SE> 311,505
<TOTAL-LIABILITY-AND-EQUITY> 755,777
<SALES> 0
<TOTAL-REVENUES> 28,943
<CGS> 0
<TOTAL-COSTS> 6,297
<OTHER-EXPENSES> 1,752
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,293
<INCOME-PRETAX> 14,601
<INCOME-TAX> 0
<INCOME-CONTINUING> 14,601
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,601
<EPS-PRIMARY> 0.51
<EPS-DILUTED> 0.51
</TABLE>
EXHIBIT 10.40
HEALTH CARE PROPERTY INVESTORS, INC.
AMENDED AND RESTATED DIRECTOR DEFERRED COMPENSATION PLAN
1. Eligibility. Each member of the Board of Directors (the "Board")
of Health Care Property Investors, Inc. (the "Company") who is not an
employee of the Company (a "Director") shall be eligible to participate in
this Amended and Restated Director Deferred Compensation Plan of the Company
(the "Plan"), pursuant to the terms and conditions described herein.
2. Participation.
(a) On the date of adoption of the Plan and at any time
thereafter, a Director may elect to participate in the Plan by directing
that all or any portion of the compensation which the Director may
thereafter earn for services as a Director (including the Director's
retainer and any fees payable for services as a member of a committee of the
Board) shall be credited to a deferred compensation account or accounts
subject to the terms of the Plan. Any Director who elects to participate in
the Plan is hereinafter referred to as a "Participant".
(b) A Director's election to defer the Director's fees shall be
in the form of a document, similar to Exhibit A-1 attached, executed by a
Director and shall become effective at the first day of the fiscal quarter
beginning immediately following the date on which the Company receives such
notice, or on the first day of such later fiscal quarter as may be
designated in the notice of election to defer compensation. "Fiscal
quarter" shall mean any quarter of the fiscal year adopted by the Company
for reporting its financial condition and operating results.
(c) A Director's election to defer compensation under the Plan
shall continue in effect until the Director ceases to be a Director, or
until the date the Director terminates such election, in whole or in part,
by written notice filed with the Company. Any such termination, in whole or
in part, shall become effective at the close of the fiscal quarter ending
immediately following the date on which the Company receives such notice, or
at the end of such later fiscal quarter as may be designated in the notice
of termination.
(d) A Participant who has filed an election to terminate
deferrals of compensation under the Plan may thereafter file an election to
recommence such deferrals with respect to any future compensation earned by
him for services to the Company or any subsidiary thereof pursuant to the
foregoing provisions of the Plan.
3. Deferred Compensation Accounts.
(a) All deferred compensation amounts shall be held by the
Company in its general funds, shall be credited to an account or accounts,
as applicable, in the name of each Participant and shall earn a rate of
return, as described herein.
(b) Upon electing to defer compensation under the Plan, each
Participant shall designate the amount of such compensation which shall be
credited to the Participant's "Interest Rate Account" or "Stock Credit
Account", as follows:
(i) Interest Rate Account: The Participant's Interest Rate
Account shall be credited, as of the date on which the Participant would
otherwise have been entitled to receive such deferred compensation, with the
amount of compensation directed to be deferred and credited to the
Participant's Interest Rate Account. Based on the Participant's deferred
compensation Interest Rate Account balance at the beginning of each fiscal
quarter, the Participant's Interest Rate Account shall be credited at the
end of each fiscal quarter with an interest equivalent to be calculated
quarterly on the basis of one quarter of the percentage rate which is equal
to one point below the prime interest rate charged by Bank of New York on
the last day of the fiscal quarter or such other rate as may be set from
time to time by the Compensation Committee of the Board of Directors of the
Company (the "Committee").
(ii) Stock Credit Account: The Participant's Stock Credit
Account shall be credited, as of the payment date for regular quarterly
dividends paid to holders of the Company's Common Stock ("Common Stock")
during the fiscal quarter during which the Participant would otherwise have
been entitled to receive such deferred compensation, with a number of units
equal to the number of shares of Common Stock (including fractions of units
reflecting fractions of shares) that could have been purchased at the
average of the closing price of Common Stock (as reported in The Wall Street
Journal, "Closing Price") on each business day during the immediately
preceding 10 business days (the "Average Closing Price") with the amount of
compensation directed to be deferred and credited to Participant's Stock
Credit Account. In addition, as of the date any dividend is paid to holders
of Common Stock, the Participant's Stock Credit Account shall also be
credited with an additional number of units equal to the number of shares of
Common Stock (including fractions of units reflecting fractions of shares)
that could have been purchased at the Average Closing Price of Common Stock
as of such date with the dividend paid on the number of shares of Common
Stock to which the Participant's Stock Credit Account is then equivalent
(but not taking into account any units credited the same day pursuant to the
first sentence of this Section 3(b)(ii)). In case of any dividends paid in
property, the dividend shall be deemed to be the fair market value of the
property at the time of distribution of the dividend, as determined by the
Committee.
If at any time the number of outstanding shares of Common
Stock shall be increased as the result of any stock dividend, subdivision or
reclassification of shares, the number of shares of Common Stock to which
each Participant's Stock Credit Account is equivalent shall be increased in
the same proportion as the outstanding number of shares of Common Stock is
increased, or if the number of outstanding shares of Common Stock shall at
any time be decreased as the result of any combination or reclassification
of shares, the number of shares of Common Stock to which each Participant's
Stock Credit Account is equivalent shall be decreased in the same proportion
as the outstanding number of shares of Common Stock is decreased. In the
event the Company shall at any time be consolidated with or merged into any
other corporation and holders of the Company's Common Stock receive common
shares of the resulting or surviving corporation, there shall be credited to
each Participant's Stock Credit Account, in place of the shares then
credited thereto, a stock equivalent determined by multiplying the number of
common shares of stock given in exchange for a share of Common Stock upon
such consolidation or merger, by the number of shares of Common Stock to
which the Participant's account is then equivalent. If in such a
consolidation or merger, holders of the Company's Common Stock shall receive
any consideration other than common shares of the resulting or surviving
corporation, the Committee shall determine the appropriate change in
Participants' accounts.
At any given time, the cash equivalent balance of a
Participant's Stock Credit Account shall be determined by multiplying the
number of credited shares in the Participant's Stock Credit Account by the
Average Closing Price as of such date for such shares of stock.
(c) Deferred compensation amounts deferred by Participants under
the Plan prior to the effective date of this amendment and restatement of
the Plan shall continue to be held in each Participant's Interest Rate
Account until such time as the Participant may elect to have all or part of
such amounts reallocated to the Stock Credit Account. An election to
reallocate such account balance shall be in the form of a document, similar
to Exhibit A-2 attached, executed by the Participant and filed with the
Company, and shall become effective as of the first day of the fiscal
quarter beginning immediately following the date on which the Company
receives such notice, or at the beginning of such later fiscal quarter as
may be designated in the notice. The calculation of units to be credited to
the Participant's Stock Credit Account shall be based upon the Average
Closing Price as of the effective date of such election.
(d) Participants may at any time by written notice filed with
the Company reallocate the balances held in their deferred compensation
accounts between the Participant's Interest Rate Account and Stock Credit
Account, or may change the account to which future deferrals shall be
credited. Any such change shall become effective on the first day of the
fiscal quarter beginning immediately following the date on which the Company
receives such notice, or at the beginning of any later fiscal quarter as may
be designated in such notice. The calculation of units to be reallocated
to or from the Participant's Stock Credit Account shall be based upon the
Average Closing Price as of the effective date of such election.
4. Events Causing Distribution. A Participant's deferred compensation
accounts shall become distributable upon the first to occur of any of the
following events:
(a) The termination of the Participant's membership on the Board;
(b) The death of the Participant;
(c) The total and permanent incapacity of the Participant, due to
physical impairment or legally established mental incompetence, to perform
the usual duties of a member of the Board, which disability shall be
determined on the basis of (i) medical evidence by a licensed physician
designated by the Company or (ii) evidence that the Participant has become
entitled to receive primary benefits as a disabled employee under the Social
Security Act in effect on the date of such disability;
(d) The occurrence of an unforeseeable emergency caused by
accident, illness or other causes beyond the control of the Participant
which results, in the sole judgment of the Committee, in substantial
hardship to the Participant. Any distribution pursuant to this Section 4(d)
shall be in an amount not greater than the amount necessary, in the sole
judgment of the Committee, to alleviate any hardship caused to the
Participant by reason of such emergency; or
(e) Such earlier date as may be specified by the Participant at
the time he elects to participate in the Plan.
5. Form of Distribution.
(a) Interest Rate Account: Deferred compensation credited to the
Interest Rate Account, together with accumulated interest, will be
distributed to the Participant in 36 approximately equal monthly payments,
unless the Committee, in its sole discretion, determines, upon written
request of the Participant, that payment shall be made over a shorter
period, in a lump sum, or in a partial lump sum with the remainder to be
distributed in 36 approximately equal monthly payments.
Payment shall commence 30 days after the occurrence of the event
causing distribution, with interest continuing to accrue pursuant to Section
3(b) hereof until the full amount of deferred compensation in the Interest
Rate Account is paid.
(b) Stock Credit Account: Distribution of a Participant's Stock
Credit Account shall be made in cash to the Participant in 36 approximately
equal monthly payments, unless the Committee, in its sole discretion,
determines, upon written request of the Participant, that payment shall be
made over a shorter period, in a lump sum, or in a partial lump sum with the
remainder to be distributed in 36 approximately equal monthly payments. The
amount of each distribution payment shall be the cash equivalent equal to
the Average Closing Price as of such payment date multiplied by the number
of credited shares to be distributed for such payment. The number of
credited shares to be distributed shall equal the credited share balance of
the Participant's Stock Credit Account multiplied by a fraction, the
numerator of which is one, and the denominator of which is the number of
installments yet to be paid to the Participant.
Payment shall commence 30 days after the occurrence of the event
causing distribution. The number of credited shares distributed as a cash
equivalent payment to the Participant shall be debited from the
Participant's Stock Credit Account balance, and the Stock Credit Account
shall continue to accrue pursuant to Section 3(b) hereof until the full
amount of deferred compensation in the Stock Credit Account is paid.
6. Designation of Beneficiary. Each Participant may designate, by a
form similar to Exhibit B attached, a beneficiary to receive distribution of
the Participant's deferred compensation accounts if the Participant is not
living when any portion of such compensation becomes distributable. If the
Participant fails to designate a beneficiary, or if the Participant's
designated beneficiary does not survive until the time when any portion of
the Participant's deferred compensation becomes distributable, such portion
of the Participant's deferred compensation shall be paid in a lump sum to
the Participant's estate within 120 days immediately following the date of
the Participant's death.
7. Miscellaneous.
(a) The Participant's deferred compensation accounts under the
Plan shall not be assignable by the Participant and shall not be subject to
attachment, lien, levy, or other creditors' rights under state or Federal
law.
(b) All funds or assets, together with all interest,
accumulations and increments thereon, of the deferred compensation of all
Participants shall remain the funds and assets of the Company, and shall be
subject to the Company's absolute ownership and control until the time when
such funds or assets are distributed in accordance herewith. The obligation
of the Company to Participants hereunder is a contractual obligation only,
and the Participants shall have no preferred or specific interest, by way of
trust, escrow, annuity or otherwise, in and to any specific assets or funds
of the Company.
(c) Copies of the Plan and any and all amendments thereto shall
be made available to eligible Participants at all reasonable times at the
office of the Corporate Secretary of the Company. All notices to the
Company hereunder shall be filed with the Corporate Secretary of the
Company.
(d) The Plan may be amended prospectively, from time to time, by
the Committee, and the interest rate applicable hereunder may be increased
or decreased prospectively (including with respect to amounts of
compensation previously deferred by the Participants) by the Committee as
provided in Section 3 hereof, but no amendment shall, in any event, be made
to the Plan which would reduce the amounts already earned by any Participant
or change the date or provisions for distribution of such amounts, unless
the Participant consents in writing to such amendment insofar as the
amendment affects the Participant.
The foregoing Amended and Restated Director Deferred Compensation
Plan is approved by the Board of Directors of the Company on behalf of the
Company on January 24, 1996, and shall be effective as of April 1, 1996.
_______________________________
Kenneth B. Roath
Chairman and Director
_______________________________
Orville L. Melby
Director and Chairman of the
Compensation Committee
_______________________________
Edward J. Henning
Corporate Secretary
<PAGE>
EXHIBIT A-1
HEALTH CARE PROPERTY INVESTORS, INC.
NOTICE OF ELECTION TO DEFER COMPENSATION
Pursuant to the terms of the Amended and Restated Director Deferred
Compensation Plan (the "Plan") of Health Care Property Investors, Inc. (the
"Company") adopted at the meeting of the Board of Directors held on January
24, 1996, at which a quorum was present and at all times acting, I hereby
elect to defer compensation, as specified below, under the Plan.
Capitalized terms not defined herein shall have the meaning described in the
Plan.
I hereby elect to defer __________ (enter "all" or "none" or state dollar
amount or state percentage) that will hereafter be payable to me as a member
of the Board of Directors on and after _________________________. Of such
deferred amount, __________ (enter "all" or "none" or state dollar amount or
state percentage) shall be credited to my Interest Rate Account, the
remainder, if any, shall be credited to my Stock Credit Account, as provided
for in Section 3(b) of the Plan.
These elections shall continue in effect until such time as I file a written
notice with the Corporate Secretary of the Company, or I cease to be
eligible to participate in the Plan.
In the event of my death, all amounts deferred pursuant to this Plan,
together with accumulated earnings, less any amounts paid out from my
account, shall be payable in full to my named beneficiary, if he or she
survives me, or to my estate 120 days following the date of my death.
I hereby specify _________________________ (enter date or the words "no
date") as an "Event Causing Distribution" in connection with section 4(e) of
the Plan and no compensation shall be deferred after such date.
__________ _______________________________
Date Signature of Director
_______________________________
Print:Name
_______________________________
Social Security Number
__________ _______________________________
Date Spouses's Signature
_______________________________
Print: Name
Received:
__________ _______________________________
Date , Corporate Secretary
<PAGE>
EXHIBIT A-2
HEALTH CARE PROPERTY INVESTORS, INC.
NOTICE OF ELECTION TO TRANSFER DEFERRED COMPENSATION
Pursuant to the terms of the Amended and Restated Director Deferred
Compensation Plan (the "Plan") of Health Care Property Investors, Inc. (the
"Company") adopted at the meeting of the Board of Directors held on January
24, 1996, at which a quorum was present and at all times acting, I hereby
elect to reallocate the crediting of my account balance in the Plan. Of the
amounted credited to my account under the Plan, __________ (enter "all" or
"none" or state dollar amount or state percentage) shall be invested in the
Interest Rate Account, the remainder, if any, shall be invested in the Stock
Credit Account, as provided for in Section 3(b) of the Plan. All
transferred amounts shall be subject to the terms and conditions of the
Plan.
__________ _______________________________
Date Signature of Director
_______________________________
Print:Name
_______________________________
Social Security Number
__________ _______________________________
Date Spouses's Signature
_______________________________
Print: Name
Received:
__________ _______________________________
Date , Corporate Secretary
<PAGE>
EXHIBIT B
HEALTH CARE PROPERTY INVESTORS, INC.
BENEFICIARY DESIGNATION
AMENDED AND RESTATED DIRECTOR DEFERRED COMPENSATION PLAN
I designate the following beneficiary or beneficiaries to receive payment,
in the event of my death, of my interest in any deferred compensation
heretofore or hereafter payable to me pursuant to Health Care Property
Investors, Inc.'s Amended and Restated Director Deferred Compensation Plan
(please see "Instructions for Naming the Beneficiary" that accompany this
form):
PRIMARY BENEFICIARY
OR BENEFICIARIES AGE RELATIONSHIP ADDRESS
SUCCESSOR BENEFICIARY
OR BENEFICIARIES AGE RELATIONSHIP ADDRESS
I reserve the right to change any beneficiary from time to time by filing
with the Company a new election on this form.
I agree that the last designation received by the Company prior to my death
shall control any testamentary or other disposition I may make; however, if
a former spouse is one of the beneficiaries named above but is not my spouse
at the time of my death, such designation shall be deemed revoked. I
acknowledge that this designation is subject to laws in the state of my
residence. I further agree that the Company may make a lump sum payment to
the legal representative of my estate if there is any question as to the
right of any beneficiary to take hereunder, and the Company, its directors,
the Compensation Committee and any member thereof, and any employee of the
Company, shall have no further liability with respect hereto.
__________ _______________________________
Date Signature of Director
_______________________________
Print:Name
__________ _______________________________
Date Spouses's Signature
_______________________________
Print: Name
Exhibit 10.41
January 29, 1996
Ms. Lisa Y. Brown
Vice President
The Bank of New York, as Agent
10990 Wilshire Blvd., Suite 1700
Los Angeles, CA 90024
Dear Lisa:
Pursuant to Section 11.12 of the Revolving Credit Agreement dated as of
March 31, 1994 among Health Care Property Investors, Inc., certain Banks as
indicated in the Revolving Credit Agreement and The Bank of New York as agent,
we would request that all banks that are party to the agreement extend the
Termination Date of the Agreement by one calendar year to March 31, 1999.
Please indicate your agreement to such one year extension by signing the two
enclosed copies of this letter and sending both original copies to The Bank of
New York prior to February 28, 1996. Please do not hesitate to call me if you
need any additional information.
Yours sincerely,
/s/ Dev Ghose
------------------------------------
Dev Ghose
Senior Vice President-Finance and Treasurer
Agreement to extend Termination Date by one calendar year to March 31, 1999.
The Bank of New York Long-Term Credit Bank of Japan, Ltd.
By: /s/ Lisa Y. Brown By: /s/ Yutaka Kamisawa
--------------------- -------------------------
Its: Vice President Its: Deputy General Manager
--------------------- -------------------------
<PAGE>
January 29, 1996
Ms. Lisa Y. Brown
Vice President
The Bank of New York, as Agent
10990 Wilshire Blvd., Suite 1700
Los Angeles, CA 90024
Dear Lisa:
Pursuant to Section 11.12 of the Revolving Credit Agreement dated as
of March 31, 1994 among Health Care Property Investors, Inc., certain Banks as
indicated in the Revolving Credit Agreement and The Bank of New York as agent,
we would request that all banks that are party to the agreement extend the
Termination Date of the Agreement by one calendar year to March 31, 1999.
Please indicate your agreement to such one year extension by signing the two
enclosed copies of this letter and sending both original copies to The Bank of
New York prior to February 28, 1996. Please do not hesitate to call me if you
need any additional information.
Yours sincerely,
/s/ Dev Ghose
--------------------------
Dev Ghose
Senior Vice President-Finance and Treasurer
Agreement to extend Termination Date by one calendar year to March 31, 1999.
The Bank of New York Sanwa Bank of California
By: /s/ Lisa Y. Brown By: /s/ John Marder
---------------------- ---------------------
Its: Vice President Its: Vice President
--------------------- ---------------------
<PAGE>
January 29, 1996
Ms. Lisa Y. Brown
Vice President
The Bank of New York, as Agent
10990 Wilshire Blvd., Suite 1700
Los Angeles, CA 90024
Dear Lisa:
Pursuant to Section 11.12 of the Revolving Credit Agreement dated a
of March 31, 1994 among Health Care Property Investors, Inc., certain Banks as
indicated in the Revolving Credit Agreement and The Bank of New York as agent,
we would request that all banks that are party to the agreement extend the
Termination Date of the Agreement by one calendar year to March 31, 1999.
Please indicate your agreement to such one year extension by signing the two
enclosed copies of this letter and sending both original copies to The Bank of
New York prior to February 28, 1996. Please do not hesitate to call me if you
need any additional information.
Yours sincerely,
/s/ Dev Ghose
--------------------------
Dev Ghose
Senior Vice President-Finance and Treasurer
Agreement to extend Termination Date by one calendar year to March 31, 1999.
The Bank of New York Kredietbank NV
By: /s/ Lisa Y. Brown By: /s/ Katherine S. McCarthy
-------------------------- -----------------------
By: /s/ Robert Snauffer
-----------------------
Its: Vice President Its: Vice President
----------------------- -----------------------
Its: Vice President
-----------------------
<PAGE>
January 29, 1996
Ms. Lisa Y. Brown
Vice President
The Bank of New York, as Agent
10990 Wilshire Blvd., Suite 1700
Los Angeles, CA 90024
Dear Lisa:
Pursuant to Section 11.12 of the Revolving Credit Agreement dated as
of March 31, 1994 among Health Care Property Investors, Inc., certain Banks as
indicated in the Revolving Credit Agreement and The Bank of New York as agent,
we would request that all banks that are party to the agreement extend the
Termination Date of the Agreement by one calendar year to March 31, 1999.
Please indicate your agreement to such one year extension by signing the two
enclosed copies of this letter and sending both original copies to The Bank of
New York prior to February 28, 1996. Please do not hesitate to call me if you
need any additional information.
Yours sincerely,
/s/ Dev Ghose
--------------------------
Dev Ghose
Senior Vice President-Finance and Treasurer
Agreement to extend Termination Date by one calendar year to March 31, 1999.
The Bank of New York NationsBank
By: /s/ Lisa Y. Brown By: /s/ Brad W. DeSpain
-------------------- ------------------------
Its: Vice President Its: Vice President
-------------------- -------------------------
<PAGE>
January 29, 1996
Ms. Lisa Y. Brown
Vice President
The Bank of New York, as Agent
10990 Wilshire Blvd., Suite 1700
Los Angeles, CA 90024
Dear Lisa:
Pursuant to Section 11.12 of the Revolving Credit Agreement dated as
of March 31, 1994 among Health Care Property Investors, Inc., certain Banks as
indicated in the Revolving Credit Agreement and The Bank of New York as agent,
we would request that all banks that are party to the agreement extend the
Termination Date of the Agreement by one calendar year to March 31, 1999.
Please indicate your agreement to such one year extension by signing the two
enclosed copies of this letter and sending both original copies to The Bank of
New York prior to February 28, 1996. Please do not hesitate to call me if you
need any additional information.
Yours sincerely,
/s/ Dev Ghose
--------------------------
Dev Ghose
Senior Vice President-Finance and Treasurer
Agreement to extend Termination Date by one calendar year to March 31, 1999.
The Bank of New York Bank of Hawaii
By: /s/ Lisa Y. Brown By: /s/ Susan McCarthy
---------------------- ------------------------
Its: Vice President Its: Assistant Vice President
---------------------- ------------------------
<PAGE>
January 29, 1996
Ms. Lisa Y. Brown
Vice President
The Bank of New York, as Agent
10990 Wilshire Blvd., Suite 1700
Los Angeles, CA 90024
Dear Lisa:
Pursuant to Section 11.12 of the Revolving Credit Agreement dated as
of March 31, 1994 among Health Care Property Investors, Inc., certain Banks as
indicated in the Revolving Credit Agreement and The Bank of New York as agent,
we would request that all banks that are party to the agreement extend the
Termination Date of the Agreement by one calendar year to March 31, 1999.
Please indicate your agreement to such one year extension by signing the two
enclosed copies of this letter and sending both original copies to The Bank of
New York prior to February 28, 1996. Please do not hesitate to call me if you
need any additional information.
Yours sincerely,
/s/ Dev Ghose
--------------------------
Dev Ghose
Senior Vice President-Finance and Treasurer
Agreement to extend Termination Date by one calendar year to March 31, 1999.
The Bank of New York Wells Fargo Bank
By: /s/ Lisa Y. Brown By: /s/ Brian O'Melveny
------------------------ --------------------------
Its: Vice President Its: Vice President
------------------------ ---------------------------
<PAGE>
January 29, 1996
Ms. Lisa Y. Brown
Vice President
The Bank of New York, as Agent
10990 Wilshire Blvd., Suite 1700
Los Angeles, CA 90024
Dear Lisa:
Pursuant to Section 11.12 of the Revolving Credit Agreement dated as
of March 31, 1994 among Health Care Property Investors, Inc., certain Banks as
indicated in the Revolving Credit Agreement and The Bank of New York as agent,
we would request that all banks that are party to the agreement extend the
Termination Date of the Agreement by one calendar year to March 31, 1999.
Please indicate your agreement to such one year extension by signing the two
enclosed copies of this letter and sending both original copies to The Bank of
New York prior to February 28, 1996. Please do not hesitate to call me if you
need any additional information.
Yours sincerely,
/s/ Dev Ghose
--------------------------
Dev Ghose
Senior Vice President-Finance and Treasurer
Agreement to extend Termination Date by one calendar year to March 31, 1999.
The Bank of New York
By: /s/ Lisa Y. Brown
---------------------------
Its: Vice President
---------------------------
