HEALTH CARE PROPERTY INVESTORS INC
10-Q, 1997-08-14
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>
                                 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 June 30, 1997.

                                      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  August  7, 1997 there were 28,721,719 shares of $1.00  par  value
common stock outstanding.

<PAGE>

                     HEALTH CARE PROPERTY INVESTORS, INC.
                                       
                                     INDEX
                                       
                        PART I.  FINANCIAL INFORMATION
                                       
                                       
                                                                       PAGE NO.
                                                                       --------

Item 1.  Financial Statements:

         Consolidated Balance Sheets
         June 30, 1997 and December 31, 1996 . . . . . . . . . . . .       2

         Consolidated Statements of Income
         Six Months and Three Months Ended June 30, 1997 and 1996. .       3

         Consolidated Statements of Cash Flows
         Six Months Ended June 30, 1997 and 1996 . . . . . . . . . .       4

         Notes to Consolidated Condensed Financial Statements. . . .       5


Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations . . . . . . .       7




                          PART II.  OTHER INFORMATION

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      13

                                  
                                       
                                       
                                       
                                       1

<PAGE>

                      HEALTH CARE PROPERTY INVESTORS, INC.
                                        
                           CONSOLIDATED BALANCE SHEETS
                                        
                                   (unaudited)
                                        
                          (Dollar amounts in thousands)
                                        

<TABLE>
<CAPTION>

                                                             June 30,     December 31,
                                                               1997           1996
                                                            ----------    -----------
<S>                                                         <C>           <C>

ASSETS
Real Estate Investments
     Buildings and Improvements                             $ 752,622       $ 693,586
     Accumulated Depreciation                                (159,596)       (147,860)
                                                             --------        --------
                                                              593,026         545,726
     Construction in Progress                                  13,396           7,905
     Land                                                      79,414          70,103
                                                             --------        --------
                                                              685,836         623,734
Loans Receivable                                              111,761         112,227
Investments in and Advances to Partnerships                     6,455           6,531
Other Assets                                                    9,181           8,350
Cash and Cash Equivalents                                       3,356           2,811
                                                             --------        --------
TOTAL ASSETS                                                $ 816,589       $ 753,653
                                                             ========        ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Bank Notes Payable                                          $  57,000       $     ---
Senior Notes Payable                                          274,933         267,470
Convertible Subordinated Notes Payable                        100,000         100,000
Mortgage Notes Payable                                         11,332          12,034
Accounts Payable, Accrued Liabilities and Deferred Income      20,102          19,739
Minority Interests in Partnerships                             17,384          17,604
Stockholders' Equity:
     Common Stock                                              28,714          28,678
     Additional Paid-In Capital                               356,896         355,672
     Cumulative Net Income                                    412,483         379,970
     Cumulative Dividends                                    (462,255)       (427,514)
                                                             --------        --------
TOTAL STOCKHOLDERS' EQUITY                                    335,838         336,806
                                                             --------        --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $ 816,589       $ 753,653
                                                             ========        ========

</TABLE>

    See accompanying Notes to Consolidated Condensed Financial Statements and
    Management's Discussion and Analysis of Financial Condition and Results 
    of Operations.
                                        
                                        
                                        2

<PAGE>
    
                      HEALTH CARE PROPERTY INVESTORS, INC.
                                        
                        CONSOLIDATED STATEMENTS OF INCOME
                                        
                                   (unaudited)
                                        
                (Amounts in thousands, except per share amounts)
                                        
<TABLE>
<CAPTION>
                                                                 Three Months              Six Months
                                                                 Ended June 30,           Ended June 30,
                                                             ----------------------   ---------------------
                                                               1997         1996        1997         1996
                                                             ---------    ---------   ---------    --------
<S>                                                          <C>          <C>         <C>          <C>

REVENUE
Base Rental Income                                           $  22,859   $  20,707    $  44,770   $  40,891
Additional Rental and Interest Income                            5,300       5,768       10,613      10,550
Interest and Other Income                                        3,592       4,111        7,235       8,088
                                                             ---------   ---------    ---------   ---------
                                                                31,751      30,586       62,618      59,529
                                                             ---------   ---------    ---------   ---------

EXPENSE
Interest Expense                                                 7,198       6,609       13,960      12,902
Depreciation/Noncash Charges                                     6,301       5,693       12,535      10,962
Other Expenses                                                   1,855       1,802        3,636       3,538
                                                             ---------   ---------    ---------   ---------
                                                                15,354      14,104       30,131      27,402
                                                             ---------   ---------    ---------   ---------

INCOME FROM OPERATIONS                                          16,397      16,482       32,487      32,127
    Minority Interests                                          (1,003)       (891)      (2,021)     (1,935)
    Gain on Sale of Real Estate Properties                         ---         ---        2,047         ---
                                                             ---------   ---------    ---------   ---------
NET INCOME                                                   $  15,394   $  15,591    $  32,513   $  30,192
                                                             =========   =========    =========   =========

NET INCOME PER SHARE                                         $    0.54    $   0.54    $    1.13   $    1.05
                                                             =========   =========    =========   =========

WEIGHTED AVERAGE SHARES OUTSTANDING                            28,712       28,662       28,707      28,634
                                                             =========   =========    =========   =========

</TABLE>

    See accompanying Notes to Consolidated Condensed Financial Statements and
    Management's Discussion and Analysis of Financial Condition and Results 
    of Operations.

                                        3

<PAGE>

                      HEALTH CARE PROPERTY INVESTORS, INC.
                                        
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        
                                   (unaudited)
                                        
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                              Six Months
                                                             Ended June 30,
                                                     ---------------------------
                                                         1997           1996
                                                     ------------    -----------
<S>                                                  <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                            $  32,513      $  30,192
  Adjustments to Reconcile Net Income to Net
    Cash Provided by Operating Activities:
      Real Estate Depreciation                             10,972          9,760
      Non Cash Charges                                      1,563          1,202
      Partnership Adjustments                                (384)          (318)
      Gain on Sale of Real Estate Properties               (2,047)           ---
   Changes in:
      Operating Assets                                       (885)         1,702
      Operating Liabilities                                   121          3,056
                                                       ----------     ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                  41,853         45,594
                                                       ----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of Real Estate                              (79,733)       (88,344)
  Proceeds from Sale of Real Estate Properties              8,624            ---
  Other Investments and Loans                                 746          6,782
                                                       ----------     ----------
NET CASH USED IN INVESTING ACTIVITIES                     (70,363)       (81,562)
                                                       ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net Change in Bank Notes Payable                         57,000        (31,700)
  Repayment of Senior Notes                               (12,500)           ---
  Issuance of Senior Notes Payable                         19,876        113,329
  Cash Proceeds from Issuing Common Stock                     167          1,239
  Periodic Payments on Mortgages                             (519)          (728)
  Dividends Paid                                          (34,741)       (32,360)
  Other Financing Activities                                 (228)          (840)
                                                       ----------     ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                  29,055         48,940
                                                       ----------     ----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                     545         12,972

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD              2,811          2,000
                                                       ----------     ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                $   3,356      $  14,972
                                                       ==========     ==========

</TABLE>
    See accompanying Notes to Consolidated Condensed Financial Statements and
    Management's Discussion and Analysis of Financial Condition and Results 
    of Operations.
                                        
                                        4

<PAGE>

                     HEALTH CARE PROPERTY INVESTORS, INC.
             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 June 30, 1997
                                       
                                  (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
financial  position, the results of operations, and cash flows  of  Health  Care
Property  Investors, Inc. and its affiliated subsidiaries and partnerships  (the
"Company").    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, 1996 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 on Form 
10-K 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  28,713,969
shares outstanding as of June 30, 1997.

Reclassifications

Reclassifications   have   been   made  for  comparative   financial   statement
presentations.


(2) MAJOR OPERATORS

Listed  below  are the Company's major operators and the percentage  of  revenue
from these operators and their subsidiaries.


                                                             Percentage of
Operators                                        Revenue     Total Revenue
- ----------------------------------------------------------------------------
Vencor, Inc. ("Vencor")                       $ 12,012,000       19.2%
Emeritus Corporation                             4,976,000        8.0
Beverly Enterprises, Inc. ("Beverly")            4,925,000        7.9
Horizon/CMS Healthcare Corporation ("Horizon")   4,918,000        7.9
Tenet Healthcare Corporation ("Tenet")           4,724,000        7.5
Columbia/HCA Healthcare Corp.                    4,055,000        6.5
HealthSouth Corporation ("HealthSouth")          3,160,000        5.1


                                       5

<PAGE>

All  of  the  leases  with Tenet and Vencor and one lease with  HealthSouth  are
unconditionally  guaranteed  by  Tenet.  Those  leases  represent  approximately
28.4% of the Company's total revenue for the six months ended June 30, 1997.


(3) STOCKHOLDERS' EQUITY

The  following  tabulation is a summary of the activity  for  the  Stockholders'
Equity account for the six months ended June 30, 1997 (amounts in thousands):

<TABLE>
<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, 1996    28,678   $28,678    $355,672     $379,970     $(427,514)     $336,806
Issuance of Stock, Net            30        30       1,063                                    1,093
Exercise of Stock Options          6         6         161                                      167
Net Income                                                       32,513                      32,513
Dividends Paid                                                                (34,741)      (34,741)
- ----------------------------------------------------------------------------------------------------
Balance, June 30, 1997        28,714   $28,714    $356,896     $412,483     $(462,255)     $335,838
====================================================================================================

</TABLE>


(4)  COMMITMENTS

As of August 12, 1997, the Company has outstanding commitments on closed and to-
be-closed   development   transactions   of   approximately   $55,000,000    and
$63,000,000,   respectively.   The  Company  is  also   committed   to   acquire
approximately  $26,000,000  of  existing health  care  facilities.  The  Company
expects  that  a  significant  portion of  these  commitments  will  be  funded;
however,  experience suggests that some committed transactions will  not  close.
Transactions do not close for various reasons including unsatisfied  pre-closing
conditions,  competitive  financing sources, final negotiation  differences  and
the operator's inability to obtain required internal or governmental approvals.


(5) SUBSEQUENT EVENTS

On  July 17, 1997 the Board of Directors declared a quarterly dividend of  $0.62
per share payable on August 20, 1997, to stockholders of record on the close  of
business on August 4, 1997.


                                       6
                                       
<PAGE>

                     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
June   30,  1997,  the  Company's  portfolio  of  properties,  including  equity
investments,   consisted  of  226  facilities  located  in  38  states.    These
facilities  are  comprised of 134 long-term care facilities, 63 congregate  care
and  assisted living facilities, 12 medical office buildings, seven  acute  care
hospitals,  six  rehabilitation  facilities,  three  physician  group   practice
clinics  and one psychiatric care facility. The gross acquisition price  of  the
properties,   which   includes  partnership  acquisitions,   was   approximately
$988,430,000 at June 30, 1997.

The  Company  had  commitments to purchase and construct health care  facilities
totaling  approximately  $144,000,000 for funding during  1997  and  1998.   The
Company  expects that a significant portion of these commitments will be  funded
but  that  a  portion  may  not  be funded (see Note  (4)  to  the  Consolidated
Condensed Financial Statements).


RESULTS OF OPERATIONS

Net  Income for the three and six months ended June 30, 1997 totaled $15,394,000
or $.54 per share of common stock and $32,513,000 or $1.13 per share on revenues
of  $31,751,000 and $62,618,000, respectively.  This compares to Net  Income  of
$15,591,000  or  $0.54 per share of common stock and $30,192,000  or  $1.05  per
share  on revenues of $30,586,000 and $59,529,000 for the same periods in  1996.
Net Income for the six months ended June 30, 1997 included a $2,047,000 or $0.07
per  share gain on the sale of real estate properties.  Net Income for the three
and six  months ended June 30, 1996  included  $1,100,000 or $0.04  per share of
non-recurring income from the early payoff of a mortgage loan.

Base  Rental  Income for the three and six months ended June 30, 1997  increased
$2,152,000  and  $3,879,000  to  $22,859,000 and $44,770,000,  respectively,  as
compared to the same period in the prior year.  This majority of the increase in
Base  Rental  Income  was generated by new equity investments  of  approximately
$103,000,000 and $87,000,000 made during 1997 and 1996.  Additional  Rental  and
Interest Income from the existing portfolio increased by $632,000 and $1,163,000
for  the  three and six months ended June 30, 1997, respectively,  after  giving
effect  to  the  $1,100,000 non-recurring income from  the  early  payoff  of  a
mortgage loan.  These increases were offset by a reduction in Interest and Other
Income  for  the  three  and  six months ended June 30,  1997  of  $519,000  and
$853,000, respectively, as a result of the payoff of certain mortgage loans.

                                       7

<PAGE>

Interest  Expense  for the three and six months ended June  30,  1997  increased
$589,000 and $1,058,000 as a result of the $10,000,000 Medium-Term Notes  issued
in  both  March  and  April  of  1997  and the  issuance  in  February  1996  of
$115,000,000  of  6.5%  Senior Notes.  Depreciation/Non Cash  Charges  increased
$608,000  and  $1,573,000 to $6,301,000 and $12,535,000 for the  three  and  six
months ended June 30, 1997, respectively, due primarily to new investments  made
during 1997 and 1996.

The  Company  has  adopted  the  definition of Funds  From  Operations  ("FFO")
prescribed  by  the  National  Association of  Real  Estate  Investment  Trusts
("NAREIT").   FFO  is  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 FFO on the same basis.

Below is a summary of the calculation of Funds From Operations:

                                               Six Months
                                             Ended June 30,
                                          1997            1996
                                         ---------      ---------
                                         (Amounts in thousands)

Net Income                               $  32,513      $  30,192
Real Estate Depreciation                    10,972          9,760
Partnership Adjustments                       (384)          (318)
Gain on Sale of Real Estate Properties      (2,047)           ---
                                          --------       --------
Funds From Operations                     $ 41,054       $ 39,634
                                          ========       ========

FFO for the six months ended June 30, 1997 increased $1,420,000 to $41,054,000.
The  increase is attributable to increases in Base Rental Income and Additional
Rental  and  Interest Income, and offset by increases in Interest  Expense  and
decreases in Interest and Other Income which are discussed above.

FFO  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.   FFO, as defined by  the  Company,  may  not  be
comparable to similarly entitled items reported by other real estate investment
trusts that do not define it exactly as the NAREIT definition.

The Company believes that FFO is an important supplemental measure of operating
performance.   Historical  cost accounting for real  estate  assets  implicitly
assumes that the value of real estate assets diminishes predictably over  time.
Since real estate values instead have historically risen and fallen with market
conditions,  presentations of operating results for a  real  estate  investment
trust   that  uses  historical  cost  accounting  for  depreciation  could   be
uninformative.   The term FFO was designed by the real estate investment  trust
industry to address this problem.

                                       8

<PAGE>

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 flows.  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 rate of 6.50%.  The majority of the  proceeds  from
this  debt  issuance was used to fund acquisitions made during 1995  and  1996.
During  March and April 1997, the Company issued two ten year $10,000,000  MTNs
with  coupon  rates  of  7.30%  and 7.62%, respectively.   At  June  30,  1997,
stockholders' equity in the Company totaled $335,838,000 and the debt to equity
ratio  was  1.32  to  1.  For the six months ended June 30, 1997,  FFO  covered
Interest Expense 3.94 to 1.0.

As  of June 30, 1997, the Company had approximately $30,975,000 available under
its   Series  B  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 June 1997,  the  Company
registered   $385,000,000  of  debt  and  equity  securities  under   a   shelf
registration  statement filed with the Securities and Exchange Commission.   Of
the  $385,000,000, $100,000,000 has been allocated for a new  Series C  Medium-
Term  Note program.  As of June 30, 1997, the Company had $43,000,000 available
on its $100,000,000 revolving line of credit.  This line of credit with a group
of  six  domestic  and  international banks expires on  March  31,  2000.   The
Company's  Senior  Notes 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
$551,825,000  in  cumulative FFO.  Of this amount, a total of $462,255,000  has
been distributed to stockholders as dividends.  The balance of $89,570,000  has
been retained, and is an additional source of capital for the Company.

At  June  30,  1997, the Company held approximately $37,500,000 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  and  such
changes may be material.

                                       9

<PAGE>

The  second  quarter  1997 dividend of $0.61 per share or  $17,516,000  in  the
aggregate was paid on May 20, 1997.  Total dividends paid during the six months
ended  June  30, 1997 as a percentage of FFO for the corresponding  period  was
85%.   The  Company  declared a third quarter dividend of $0.62  per  share  or
approximately $17,800,000 in the aggregate, to be paid on August 20, 1997.

The   Company  has  concluded  a  significant  number  of  "facility  rollover"
transactions  in 1995, 1996 and 1997 on properties that have been  under  long-
term leases and mortgages. "Facility rollover" transactions principally include
lease  renewals and renegotiations, exchanges, sales of properties, and,  to  a
lesser extent, payoffs on mortgage receivables.  In 1995, the Company completed
20  facility  rollovers  including the sale of ten facilities  with  concurrent
"seller  financing"  for  a gain of $23,550,000. The  1995  facility  rollovers
generated  an increase of $900,000 in FFO on an annualized basis.   During  the
year  ended December 31, 1996, the Company completed or agreed in principle  to
complete  20  facility  rollovers including the  sale  of  nine  facilities  in
Missouri  and  the  exchange  of the Dallas Rehabilitation  Institute  for  the
HealthSouth  Sunrise Rehabilitation Hospital in Fort Lauderdale,  Florida.  The
1996  facility rollovers through December 31, 1996, resulted in a  decrease  of
$1,200,000  in Funds From Operations on an annualized basis.  As of August  12,
1997,  the  Company  has  completed or agreed in  principle  to  complete  four
facility rollovers which will generate a net increase in FFO of $100,000 on  an
annualized basis. Through December 31, 1999, the Company has 65 more facilities
which  are  subject  to  lease  expiration, mortgage  maturities  and  purchase
options.   The 1998 group includes 14, ten, and five long-term care  facilities
leased  to Vencor, Beverly and Horizon, respectively.  The Horizon and  Beverly
facilities  cannot  be renewed or purchased individually but  are  each  linked
together in one and two renewal/purchase groups, respectively. The Company  has
completed   certain  facility  rollovers  earlier  than  the  scheduled   lease
expirations   or  mortgage  maturities  and  will  continue  to   pursue   such
opportunities where it is advantageous to do so.

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.
                                   
                                       
                                       
                                      10
                                       
<PAGE>

                         PART II.   OTHER INFORMATION
                                       
Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------
       The Company held its annual stockholders meeting on April 23, 1997.
       The following matters were voted upon at the meeting:

       1. Election of Directors
          ----------------------        Votes Cast
                                        ----------      Against or
          Name of Director Elected          For          Withheld
          --------------------------    ----------     ------------
          Robert R. Fanning, Jr.        26,475,097       311,497
          Michael D. McKee              26,477,222       309,372
          Harold M. Messmer, Jr.        26,476,383       310,211

          Name of Each Other Director
          Whose Term of Office as Director
          Continued After the Meeting
          ---------------------------
          Orville E. Melby
          Harold M. Messmer, Jr.
          Peter L. Rhein
          Kenneth B. Roath

       2. Approval of the Company's Second Amended
          and Restated Directors Stock Incentive Plan
         --------------------------------------------
               For        Against     Abstain     No-Vote
           ----------    ---------    -------    ---------
           15,406,573    3,977,591    589,840    6,812,590

       3. Approval of the Company's Second Amended
          and Restated Stock Incentive Plan
         -----------------------------------------
               For        Against     Abstain     No-Vote
           ----------    ---------    -------    ---------
           14,397,303    4,975,649    601,052    6,812,590

       4. Ratification of Arthur Andersen LLP
          As the Company's Independent
          Accountants for the Fiscal Year
          Ending December 31,1997
         -------------------------------------
             For         Against     Abstain
          ----------    ---------    -------
          26,591,338      78,898     116,358


                                      11

<PAGE>

Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------
       a) Exhibits:
          EX-27   Financial Data Schedule

       b) Reports on Form 8-K:
          On  July  21, 1997, the Company filed a Report on Form 8-K  with  the
          Securities   and  Exchange  Commission  regarding  the   Distribution
          Agreement with Merrill Lynch & Co., Merrill Lynch, Pierce,  Fenner  &
          Smith  Incorporated,  Goldman, Sachs & Co.  and  NationsBanc  Capital
          Markets, Inc. for $100,000,000 Medium-Term Notes Series C.

                                      12

<PAGE>

                                  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: August 12, 1997    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)

                                       
                                       
                                      13
                                       

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10-Q FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000765880
<NAME> HEALTH CARE PROPERTY INVESTORS, INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                           3,356
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                         845,432
<DEPRECIATION>                                 159,596
<TOTAL-ASSETS>                                 816,589
<CURRENT-LIABILITIES>                                0
<BONDS>                                        443,265
                                0
                                          0
<COMMON>                                        28,714
<OTHER-SE>                                     307,124
<TOTAL-LIABILITY-AND-EQUITY>                   816,589
<SALES>                                              0
<TOTAL-REVENUES>                                62,618
<CGS>                                                0
<TOTAL-COSTS>                                   14,556
<OTHER-EXPENSES>                                 3,636
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              13,960
<INCOME-PRETAX>                                 32,513
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             32,513
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    32,513
<EPS-PRIMARY>                                     1.13
<EPS-DILUTED>                                     1.13
        

</TABLE>


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