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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
November 5, 1998 (June 30, 1998)
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HEALTH CARE PROPERTY INVESTORS, INC.
(Exact name of registrant as specified in its charter)
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Maryland 1-8895 33-0091377
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation of Organization) File Number) Identification No.)
4675 MacArthur Court, 9th Floor
Newport Beach, CA 92660
(Address of principal executive offices)
(949) 221-0600
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OF ASSETS
During the period from June 30,1998 through October 30, 1998, Health Care
Property Investors, Inc. and its affiliates and subsidiaries (the "Company")
acquired from unrelated parties ten long-term care facilities ("LTCs"), six
clinics ("CLNs"), four assisted living facilities ("ALFs") and two medical
office buildings ("MOBs") in 16 separate transactions at an aggregate purchase
price of approximately $108,300,000, comprised of $103,900,000 of acquisitions,
and $4,400,000 of equity investments. Four of the LTC facilities are accounted
for as equity investments in unconsolidated joint ventures on the Company's
books. The Company provided the capital and mortgage loans to the foregoing
joint ventures, and has an 80% equity interest in the joint ventures, but does
not have voting rights or control over the management of the joint venture.
The purchase price on these facilities includes only the equity capital
invested by the Company and does not include the mortgage loans receivable.
The ALF and LTC facilities and two of the clinics were, concurently with their
acquisition, leased on a triple-net basis to ten different operators under
terms generally similar to the Company's existing leases. The MOBs and four
clinics were leased to multiple tenants on a gross or modified gross basis
under which the Company may be responsible for property taxes, repairs and
maintenance and/or insurance on those properties. Each transaction was
initially funded by bank borrowings on the Company's revolving bank lines
of credit and by cash on hand. The Company repaid approximately $65 million
on its revolving bank lines of credit with the proceeds of a preferred stock
offering during September 1998.
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Facility ACQUISITION PURCHASE
Facility Name City State Type Beds Units Date Price
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<S> <C> <C> <C> <C> <C> <C> <C>
Gulfcoast Manor Port Richey FL ALF 91 06/30/98 1,909,887
Westbrooke Manor Zephyrhills FL ALF 80 06/30/98 3,191,599
Eastbrooke Gardens Casselberry FL ALF 42 06/30/98 2,507,627
Rexburg Nursing Center Rexburg ID LTC 119 07/14/98 5,507,780
Washington Terrace Ogden UT LTC 120 07/14/98 4,934,640
Memphis Clinic Memphis TN CLN (1) 07/24/98 1,701,300
910 Medical Place Minneapolis MN MOB (1) 07/27/98 9,800,000
Franklin Nursing Home Franklin LA LTC(2) 152 07/31/98 1,311,000
St. Mary's Nursing Home Morgan City LA LTC(2) 88 07/31/98 760,000
Sunset Estates Shawnee OK LTC 92 08/13/98 2,936,800
Austin I - Clinic South Austin TX CLN (1) 08/14/98 2,294,460
Austin II - Clinic North Austin TX CLN (1) 08/14/98 5,846,880
Chancellor Lodi Lodi CA ALF 76 08/21/98 6,465,000
Balmoral Care Center Tucson AZ LTC(2) 112 09/01/98 1,190,000
Westhaven Nursing Home Stillwater OK LTC 125 09/01/98 2,250,000
Rosewood Nursing Home Stillwater OK LTC 104 09/01/98 2,080,000
Chesterfield Clinic Chesterfield VA CLN (1) 09/03/98 2,400,000
Medical Arts Convalescent Hospital Perris CA LTC(2) 109 10/02/98 1,157,000
Lake Ellenor Clinic Orlando FL CLN (1) 10/02/98 2,700,000
The Westchester Creek Bronx NY MOB (1) 10/15/98 20,100,000
Mercy Med Clinic Sacramento CA CLN (1) 10/21/98 25,000,000
Country Club Manor Amarillo TX LTC 102 10/30/98 2,225,000
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(1) The clinics encompass approximately 181,400 square feet and the medical
office buildings encompass approximately 145,600 square feet.
(2) These properties are owned by unconsolidated joint ventures. The amount
included in the purchase price represents HCPI's capital investment in the
joint venture and does not include any mortgage loans receivable from the
joint venture.
The Company believes these acquisitions are consistent with the Company's
historical business strategy of acquiring and concurrently leasing health care
facilities. In assessing the facilities, the Company considered the type,
location, age, design and physical condition of the facilities acquired, as well
as historical, if applicable, and projected operating results of the health care
operations conducted at the facilities. Additionally, the Company considers the
operating ability, financial condition and reputation of the operator to which
the acquired facilities are to be leased. The Company, after reasonable inquiry,
is not aware of any material factors that would cause the financial information
reported not to be necessarily indicative of future operating results, although
no assurance can be given by the Company regarding actual future operating
results. The Company intends to continue the current use of each property.
Although no single acquisition is considered a "significant acquisition"
pursuant to the rules governing the reporting of transactions on Form 8-K and
under Rule 3-14 of Regulation S-X, these acquisitions in the aggregate, may be
considered to be material in nature. Certain audited pro forma financial
information concerning these properties will be provided in Item 7 of a future
Report on Form 8-K/A to be filed within 60 days.
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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: November 5, 1998 HEALTH CARE PROPERTY INVESTORS, INC.
(REGISTRANT)
/s/ James G. Reynolds
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James G. Reynolds
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ Devasis Ghose
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Devasis Ghose
Senior Vice President-Finance and Treasurer
(Principal Accounting Officer)
