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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 5, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 4, 1999
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HEALTH CARE PROPERTY INVESTORS, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
MARYLAND 001-08895 33-0091377
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification Number)
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4675 MACARTHUR COURT, 9TH FLOOR
NEWPORT BEACH, CALIFORNIA 92660
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(Address of principal executive offices) (Zip Code)
(949) 221-0600
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OF ASSETS.
On November 4, 1999, pursuant to an Agreement and Plan of Merger dated
as of August 4, 1999 (the "Merger Agreement"), between Health Care Property
Investors, Inc., a Maryland corporation ("HCPI") and American Health Properties,
Inc., a Delaware corporation ("AHP"), AHP merged with and into HCPI and the
separate corporate existence of AHP ceased (the "Merger"). HCPI will continue
under the name "Health Care Property Investors, Inc."
In the Merger, (i) each issued and outstanding share of common stock,
par value $0.01 per share, of AHP ("AHP Common Stock") was converted into 0.78
(the "Exchange Ratio") shares of common stock, par value $1.00 per share, of
HCPI ("HCPI Series C Common Stock"), with cash being paid in lieu of fractional
shares of AHP Common Stock and (ii) each issued and outstanding share of AHP
8.60% Cumulative Redeemable Preferred Stock, Series B, par value $0.01 per share
("AHP Preferred Stock"), was converted into the right to receive one share of
HCPI 8.60% Series C Cumulative Redeemable preferred stock, par value $1.00 per
share ("HCPI Preferred Stock"). In addition, HCPI assumed outstanding options to
acquire AHP Common Stock as options to acquire HCPI Common Stock, on the same
terms as the original option, adjusted to reflect the Exchange Ratio. All
deferred directors fees and related dividend equivalent rights of AHP were also
assumed by HCPI in the Merger on the same terms as in effect prior to the
Merger, with the right to receive AHP Common Stock being converted into the
right to receive HCPI Common Stock, as adjusted for the Exchange Ratio.
Prior to the Merger, each share of AHP Preferred Stock was represented
by depositary shares, each representing a one-one-hundredth interest in a share
of AHP Preferred Stock. These depositary shares representing AHP Preferred Stock
automatically became depositary shares representing a one-one-hundredth interest
in a share of HCPI Series C Preferred Stock.
On November 5, 1999, HCPI issued a press release, a copy of which is
annexed hereto as Exhibit 99.1 and incorporated herein by reference.
Certain of the statements contained in the press release that are not
historical facts are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act. HCPI's actual results may differ
materially from those included in the forward-looking statements.
Forward-looking statements are typically identified by words or phrases such as
"believe," "expect," "anticipate," "intend," "estimate," "are likely to be," and
similar expressions. These forward-looking statements involve risks and
uncertainties including, but not limited to, the following: changes in general
economic conditions, including the performance of financial markets and interest
rates; and competitive, regulatory, or tax changes that affect the cost of or
demand for HCPI's properties.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Not applicable.
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(b) Pro forma information.
Not applicable.
(c) Exhibits
99.1 Press Release, dated November 5, 1999, issued by Health
Care Property Investors, Inc.
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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 hereunto duly authorized.
HEALTH CARE PROPERTY INVESTORS, INC.
By: /s/ EDWARD J. HENNING
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Name: Edward J. Henning
Title: Senior Vice President,
General Counsel and Secretary
Dated: November 5, 1999
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release, dated November 5, 1999, issued by Health Care
Property Investors, Inc.
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EXHIBIT 99.1
[HEALTH CARE PROPERTY INVESTORS, INC. LETTERHEAD]
NEWS RELEASE Contact: Kenneth B. Roath
- ------------ James G. Reynolds
949-221-0600; 888-604-1990
HEALTH CARE PROPERTY INVESTORS, INC.
ANNOUNCES COMPLETION OF MERGER
WITH AMERICAN HEALTH PROPERTIES, INC.
AND PREFERRED STOCK DIVIDENDS ON
SERIES C PREFERRED STOCK
NEWPORT BEACH, CALIFORNIA, November 4, 1999 -- Health Care Property Investors,
Inc. (NYSE/HCP) announced that the merger of Health Care Property Investors and
American Health Properties was completed today. Shareholders of Health Care
Property Investors overwhelmingly approved the Company's merger with American
Health Properties with 73 percent of outstanding shares and 98 percent of shares
voted cast in favor of the transaction. The shareholders of American Health
Properties approved the merger, with 61 percent of outstanding shares and 96
percent of shares voted cast in favor of the merger.
In connection with the merger, Health Care Property Investors Inc. issued
4,000,000 8.60% Series C Cumulative Redeemable Preferred Stock Depositary Shares
(NYSE/HCP PrC) in exchange for American Health Properties, Inc.'s outstanding
8.60% Series B Cumulative Redeemable Preferred Stock Depositary Shares. Health
Care Property Investors, Inc. reported that the Board of Directors declared a
cash dividend of $0.5375 per share on the new Series C Preferred Stock
Depositary Shares. This dividend will be paid on November 30, 1999 to
shareholders of record of the Series C Preferred Stock Depositary Shares as of
the close of business on November 15, 1999.
Following the November 30, 1999 dividend, the holders of the Series C Preferred
Stock Depositary Shares will be entitled to receive dividends at the end of each
calendar quarter, on the same schedule as HCPI's outstanding Series A and Series
B Cumulative Preferred Stock. Therefore, the Board of Directors also declared a
cash dividend of $0.179167 per share on the Series C Preferred Stock payable on
December 31, 1999 to holders of record as of the close of business on December
15, 1999.
Health Care Property Investors, Inc. is a self-administered equity-oriented real
estate investment trust (REIT) that invests in health care facilities throughout
the United States. Health Care Property Investors is the nation's largest and
most diversified health care REIT.
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The Company has 424 health care properties across 43 states. Properties include
long term care facilities, acute care hospitals, rehabilitation hospitals,
assisted living and congregate care facilities, medical office buildings and
physician group practice clinics. Acquired properties are generally leased long
term to established health care providers.
