HEALTH CARE PROPERTY INVESTORS INC
S-3, 2000-11-13
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>

   As filed with the Securities and Exchange Commission on November 13, 2000
                                                  Registration No. 333-
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                ---------------
                                   FORM S-3
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                                ---------------
                     HEALTH CARE PROPERTY INVESTORS, INC.
            (Exact Name Of Registrant As Specified In Its Charter)
                                ---------------
<TABLE>
<S>                                            <C>
                  Maryland                                       33-0091377
        (State Or Other Jurisdiction                          (I.R.S. Employer
      Of Incorporation Or Organization)                     Identification No.)
</TABLE>

                        4675 MacArthur Court, 9th Floor
                        Newport Beach, California 92660
                                (949) 221-0600
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)
                                ---------------
                               Kenneth B. Roath
                     Health Care Property Investors, Inc.
                        4675 MacArthur Court, 9th Floor
                        Newport Beach, California 92660
                                (949) 221-0600
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent For Service)
                                ---------------
                                  Copies to:
                             Pamela B. Kelly, Esq.
                               Latham & Watkins
                       633 West Fifth Street, Suite 4000
                         Los Angeles, California 90071
                                (213) 485-1234
                                ---------------
   Approximate date of commencement of proposed sale to the public: From time-
to-time after the effective date of this Registration Statement as determined
by market conditions.
   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement of the same offering. [_]
   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                        CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
                                                        Proposed
                                                         Maximum      Proposed Maximum
                                     Amount to be    Aggregate Price Aggregate Offering      Amount of
 Title of Shares to be Registered     Registered      Per Share(1)       Price(1)(2)     Registration fee
---------------------------------------------------------------------------------------------------------
<S>                                <C>               <C>             <C>                 <C>
Common Stock, $1.00 par value per
 share and related rights.......   $1,500,000 shares    $27.78125        $41,671.875         $11,001.38
---------------------------------------------------------------------------------------------------------
</TABLE>
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(1) Calculated pursuant to Rule 457(c) of the rules and regulations under the
    Securities Act of 1933, as amended, and is based on a per share price of
    $27.78125, the average of the high and low prices of our common stock as
    reported on the New York Stock Exchange on November 8, 2000.
(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457 of the Securities Act of 1933.

                                ---------------

  The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.

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<PAGE>

                 SUBJECT TO COMPLETION, DATED NOVEMBER 13, 2000

PROSPECTUS

                      HEALTH CARE PROPERTY INVESTORS, INC.

                 DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

                                ---------------

                                1,500,000 Shares
                                  Common Stock

                                ---------------

   We have adopted a dividend reinvestment and stock purchase plan to provide
both existing stockholders and interested new investors a convenient and cost
effective method to purchase shares of our common stock. Under the plan,
existing stockholders may purchase shares of common stock by reinvesting all or
a portion of the cash dividends from their shares of common stock or by making
optional cash payments to purchase additional shares of common stock. New
investors may also purchase common stock under the plan with an initial
investment of at least $750. Stockholders and other investors may begin
participating in the plan by completing a plan enrollment form and returning it
to The Bank of New York, as agent, who will administer the plan. Our common
stock is listed on the New York Stock Exchange under the symbol "HCP."

   Some of the significant features of the plan are as follows:

  . If you are an existing stockholder, you may purchase additional shares of
    common stock by automatically reinvesting all or any part of the cash
    dividends paid on your shares of common stock. There is no minimum or
    maximum limitation on the amount of dividends you may reinvest in the
    plan.

  . If you are an existing stockholder, you may purchase additional shares of
    common stock by making optional cash purchases of between $100 and
    $10,000 in any calendar month. Optional cash purchases of our common
    stock in excess of this maximum may only be made with our prior consent.

  . If you are not an existing stockholder, you may make an initial cash
    purchase of common stock of at least $750 with a maximum of $10,000.
    Initial optional cash purchases of our common stock in excess of this
    maximum may only be made with our prior consent.

  . We may sell newly issued shares directly to the agent or instruct the
    agent to purchase shares in the open market or privately negotiated
    transactions, or elect a combination of these alternatives.

  . You can purchase shares of our common stock without brokerage fees,
    commissions or charges. We will bear the expenses for open market
    purchases.

  . The purchase price for newly issued shares of common stock purchased
    directly from us will be the market price less a discount ranging from 0%
    to 5%, determined from time to time by us in accordance with the plan.
    The discount is initially expected to be 2%, but we may adjust that
    discount in our discretion at any time. This discount applies to either
    optional cash purchases or reinvested dividends. However, no discount
    will be available for common stock purchased in the open market or in
    privately negotiated transactions.

  . Holders of shares in broker or nominee names may participate in the plan
    by instructing their brokers or nominees to reinvest dividends and make
    optional cash purchases on their behalf.

  . You may also make automatic monthly investments by authorizing electronic
    funds to be transferred from your banking or checking accounts. You may
    make an electronic fund transfer for as little as $100 per month, after
    the initial investment, but in no case for more than $10,000 per month.

   Participation in the plan is entirely voluntary, and you may terminate your
participation at any time. If you do not choose to participate in the plan you
will continue to receive cash dividends, as declared, in the usual manner.

                                ---------------

   NEITHER  THE  SECURITIES   AND  EXCHANGE  COMMISSION   NOR  ANY  STATE
    SECURITIES COMMISSION HAS APPROVED  OR DISAPPROVED THESE SECURITIES,
     OR  DETERMINED IF  THIS PROSPECTUS  IS TRUTHFUL  OR  COMPLETE. ANY
      REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE

                                ---------------

               The date of this prospectus is November   , 2000.
<PAGE>

                               Table of Contents

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
Incorporation of Certain Documents by Reference..........................   1
Where You Can Find More Information......................................   2
Forward-Looking Statements May Prove Inaccurate..........................   3
The Company..............................................................   4
Dividend and Distribution Policy.........................................   4
Use of Proceeds..........................................................   4
The Plan.................................................................   5
Restrictions on Ownership of Shares......................................  18
Compliance with Applicable Law and Regulations...........................  18
Certain Federal Income Tax Consequences Associated with Participating in
 the Plan................................................................  19
Plan of Distribution and Underwriters....................................  21
Experts..................................................................  21
Legal Matters............................................................  21
</TABLE>

   All references in this prospectus to "we," "us" or "our" mean Health Care
Property Investors, Inc., its majority-owned subsidiaries and other entities
controlled by Health Care Property Investors, Inc. except where it is clear
from the context that the term means only the issuer, Health Care Property
Investors, Inc.

                Incorporation of Certain Documents by Reference

   The SEC allows us to "incorporate by reference" the information we file with
them, which means that we may disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, before the termination of the offering of the shares made under this
prospectus:

  1.Quarterly report on form 10-Q filed August 9, 2000 (file no. 1-08895);
  2.Current report on form 8-K filed July 28, 2000 (file no. 1-08895);
  3.Quarterly report on form 10-Q filed May 11, 2000 (file no. 1-08895).
  4.Proxy statement dated March 30, 2000 (file no. 1-08895);
  5.Annual report on form 10-K for the fiscal year ending December 31, 1999
     (file no. 1-08895);
  6. The description of the common stock contained in our registration
     statement on form 10, dated May 7, 1985 (file no. 1-08895), including
     amendments dated May 20, 1985 and May 23, 1985;

   We will provide without charge to each person who requests it in writing a
copy of any or all of the documents incorporated by reference in this
prospectus, except the exhibits to those documents, unless the exhibits are
specifically incorporated by reference in the documents. You should direct
requests for these copies to:

                               James G. Reynolds
              Executive Vice President and Chief Financial Officer
                      Health Care Property Investors, Inc.
                        4675 MacArthur Court, 9th Floor
                        Newport Beach, California 92660
                                (949) 221-0600.

                                       1
<PAGE>

                      Where You Can Find More Information

   We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any material that we have filed
with the SEC at:

                             Public Reference Room
                             450 Fifth Street, N.W.
                            Washington, D.C. 20549.

   You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. We also file information electronically with
the SEC. The SEC maintains an Internet site that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the SEC. The address of the SEC's Internet site is
http://www.sec.gov. You also may inspect copies of these materials and other
information about us at:

                       The New York Stock Exchange, Inc.
                                20 Broad Street
                           New York, New York 10005.

   This prospectus is part of a registration statement we filed with the SEC.
The prospectus does not contain all of the information included in the
registration statement. We have omitted parts of the registration statement as
permitted under the rules and regulations of the SEC. For further information,
we refer you to the registration statement, including our exhibits and
schedules. Statements contained in this prospectus about the provisions or
contents of any contract, agreement or any other document referred to are not
necessarily complete. For each of these contracts, agreements or documents
filed as an exhibit to the registration statement, we refer you to the actual
exhibit for a more complete description of the matters involved.

                                       2
<PAGE>

                Forward-Looking Statements May Prove Inaccurate

   Statements in this prospectus and the information incorporated by reference
that are not historical factual statements are "forward looking statements"
within the meaning of section 27A of the Securities Act of 1933 and section 21E
of the Securities Exchange Act of 1934. We intend such forward looking
statements to be covered by the safe harbor provisions for forward looking
statements contained in the Private Securities Litigation Reform Act of 1995
and are including this section for purposes of complying with these safe harbor
provisions.

   Our forward looking statements include, among other things, statements
regarding the intent, belief or expectations of Health Care Property Investors,
Inc. and our officers, and can be identified by the use of terminology such as
"may," "will," "expect," "believe," "intend," "plan," "estimate," "should" and
other comparable terms or the negative thereof. In addition, we, through our
senior management, occasionally make forward looking oral and written public
statements concerning our expected future operations and other developments.
Shareholders and investors are cautioned that, while forward looking statements
reflect our good faith beliefs and judgment based upon current information,
they are not guarantees of future performance and are subject to known and
unknown risks and uncertainties. Actual results may differ materially from the
expectations contained in the forward looking statements as a result of various
factors. Such factors include:

  . legislative, regulatory, or other changes in the healthcare industry at
    the local, state or federal level which increase the costs of or
    otherwise affect the operations of our lessees or mortgagors;

  . changes in the reimbursement available to our lessees and mortgagors by
    governmental or private payors, including changes in Medicare and
    Medicaid payment levels and the availability and cost of third party
    insurance coverage;

  . competition for lessees and mortgagors, including with respect to new
    leases and mortgages and the renewal or roll-over of existing leases;

  . competition for the acquisition and financing of health care facilities;

  . the ability of our lessees and mortgagors to operate our properties in a
    manner sufficient to maintain or increase revenues and to generate
    sufficient income to make rent and loan payments; and

  . changes in national or regional economic conditions, including changes in
    interest rates and the availability and cost of capital to us.

   We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks and uncertainties the forward looking events discussed
in this prospectus or discussed in or incorporated by reference in this
prospectus may not occur.

                                       3
<PAGE>

                                  The Company

   We are a Maryland corporation organized in March 1985 for the purpose of
qualifying as a real estate investment trust. We invest in health care related
real estate located throughout the United States. We are the second oldest real
estate investment trust specializing in health care real estate and are one of
the largest health care real estate investment trusts in terms of market value
of common stock. The market value of our outstanding common stock is
approximately $1.44 billion as of November 1, 2000.

   As of September 30, 2000, our gross investment in our properties, including
partnership interests and mortgage loans, was approximately $2.6 billion. As of
September 30, 2000, our portfolio of 421 properties consisted of:

  .173 long-term care facilities,

  .92 congregate care and assisted living facilities,

  .22 acute care hospitals,

  .Nine freestanding rehabilitation facilities,

  .80 medical office buildings, and

  .45 physician group practice clinics.

   Our executive offices are located at 4675 MacArthur Court, 9th Floor,
Newport Beach, California 92660, and our telephone number is (949) 221-0600. We
maintain an internet website at http:\\www.hcpi.com.

                        Dividend and Distribution Policy

   We intend to make quarterly distributions to our stockholders in amounts
sufficient to maintain our qualification as a real estate investment trust
under the Internal Revenue Code. All distributions will be made by us at the
discretion of our board of directors and will depend upon our earnings and
financial condition, the amount of distributions necessary to maintain our real
estate investment trust status and those other factors as our board of
directors may deem relevant.

                                Use of Proceeds

   We will receive the net proceeds from any sale of common stock purchased by
the plan's agent directly from us. We will use these proceeds to acquire
additional properties or repay outstanding loans under our revolving lines of
credit and for general corporate purposes. Pending those uses, we may
temporarily invest the net proceeds in short-term investments consistent with
our investment policies and qualification as a real estate investment trust.
The precise amount and timing of the application of the net proceeds will
depend upon our capital requirements and the availability of other funds.

   We will not receive any proceeds from purchases of common stock by the agent
in the open market or in privately negotiated transactions.

                                       4
<PAGE>

                                    The Plan

   The following description of the dividend reinvestment and stock purchase
plan is set forth in a question and answer format. In addition to reading this
description, we encourage you to read and consider the plan, which we have
filed as an exhibit to the registration statement which includes this
prospectus, and the information contained in the documents identified under the
headings "Where You Can Find More Information" and "Incorporation of Certain
Documents by Reference" in this prospectus.

1. What is the purpose of this plan?

   The purpose of this plan is to provide our stockholders and other investors
with a convenient and economical method of purchasing shares of common stock
and/or investing all or a portion of their cash dividends in additional shares
of common stock.

   The plan also provides us with a means of raising additional capital if we
elect to directly sell newly issued shares of common stock.

2. What are the benefits of the plan?

  . There are no fees or brokerage commissions on purchases and we will bear
    the expenses for open market purchases.

  . Participation is voluntary and automatic. All or any part of your
    quarterly stock dividends may be reinvested.

  . The automatic reinvestment of dividends will enable you to add to your
    investment in us in a timely and systematic fashion.

  . In addition to being able to reinvest your dividends, if you are an
    existing stockholder, you may purchase additional shares of common stock
    by making optional cash purchases of between $100 and $10,000 calendar
    month. These optional cash purchases may be made occasionally or at
    regular intervals, subject to the restrictions described above. You may
    make optional cash purchases even if dividends on your shares are not
    being reinvested under the plan. We may waive the maximum in our sole
    discretion and permit a larger investment.

  . If you are not presently one of our stockholders, you may become a
    participant in the plan by making an initial cash investment in our
    common stock of not less than $750 and not more than $10,000. We may
    waive this maximum and permit a larger investment.

  . The purchase price for newly issued shares of common stock purchased
    directly from us either through dividend reinvestment or optional cash
    purchases may be issued at a discount from the market price. We will
    periodically establish a discount rate ranging from 0% to 5%. The
    discount is initially expected to be 2%, but we may adjust that discount
    in our discretion at any time.

  . You may purchase fractional shares of common stock under the plan. This
    means that you may fully invest your dividends and any optional cash
    purchases. Dividends will be paid on the fractional shares of common
    stock which also may be reinvested in additional shares.

  . You may direct the agent to transfer, at any time and at no cost to you,
    all or a portion of your shares in the plan to a plan account for another
    person.

  . You can avoid the need for safekeeping of certificates for shares of
    common stock credited to your plan account and may submit to the plan's
    agent, for safekeeping, certificates held by you and registered in your
    name. You do not have to worry about the stock certificates for your
    shares of common stock issued under the plan being lost or stolen or
    wonder where they are located.

                                       5
<PAGE>

  . You or any other person that is a holder of record of shares of our
    common stock may direct the agent to sell or transfer all or a portion of
    your shares held in the plan.

  . You will receive periodic statements reflecting all current activity in
    your plan accounts, including purchases, sales and latest balances, to
    simplify your record keeping.

3. What are the disadvantages of the plan?

  . Cash dividends that you reinvest will be treated for federal income tax
    purposes as a dividend received by you on the date we pay dividends and
    may create a liability for the payment of income tax without providing
    you with immediate cash to pay this tax when it becomes due.

  . We may, without giving you prior notice, change our determination as to
    whether the agent will purchase shares of common stock directly from us
    or in the open market or in privately negotiated transactions from third
    parties which will affect whether such shares will be sold to you at a
    discount. We will not, however, change our determination more than once
    per month.

  . You will not know the actual number of shares purchased in any month on
    your behalf under the plan until after the applicable investment date.

  . You will have limited control regarding the timing of sales under the
    plan. Because the agent will effect sales under the plan only as soon as
    practicable after it receives instructions from you, you may not be able
    to control the timing of sales as you might for investments made outside
    the plan. The market price of the shares of common stock may fluctuate
    between the time the agent receives an investment instruction and the
    time at which the shares of common stock are sold. Because purchases
    under the plan are only made as of the dividend payment date, in the case
    of dividends, or the applicable investment date, in the case of optional
    cash purchases, you have no control regarding the timing of your
    purchases under the plan.

  . No discount will be available for shares acquired in the open market or
    in privately negotiated transactions. While a discount from market prices
    of up to 5% may be established for a particular month for shares
    purchased directly from us, a discount for one month will not insure the
    availability of a discount or the same discount in future months. Each
    month we may, without giving you prior notice, change or eliminate the
    discount. Further, in no event may we issue shares at a price less than
    95% of the market price of our common stock on the date of issuance.

  . Shares deposited in a plan account may not be pledged until the shares
    are withdrawn from the plan.

   Your investment in the shares of common stock held in your account is no
different than a direct investment in shares of common stock. You bear the risk
of loss and the benefits of gain from market price changes for all of your
shares of common stock. NEITHER WE NOR THE AGENT CAN ASSURE YOU THAT SHARES OF
COMMON STOCK PURCHASED UNDER THE PLAN WILL, AT ANY PARTICULAR TIME, BE WORTH
MORE OR LESS THAN THE AMOUNT YOU PAID FOR THEM.

4. Who will administer the plan?

   The plan will be administered by our transfer agent and registrar, The Bank
of New York. We may designate a successor administrator as agent. The agent
acts as agent for you, keeps records of your accounts, sends you regular
account statements, and performs other duties relating to the plan. Common
stock purchased for you under the plan will be held by the agent and may be
registered in the name of the agent or its nominee on your behalf, unless and
until you request that a stock certificate for all or part of the shares be
issued, as more fully described under Question 23, "Will certificates be issued
for share purchases?"

                                       6
<PAGE>

   The address and telephone number for the agent concerning any inquiries is:

                              The Bank of New York
                       c/o Investor Relations Department
                                P. O. Box 10258
                             Church Street Station
                         New York, New York 10286-1258
                        Telephone Number: (800) 524-4458

   The address and telephone number for the agent concerning any financial
transaction processing, including enrollments, sales, withdrawals, deposits and
optional cash payment, is:

                              The Bank of New York
                         Dividend Reinvestment Services
                                 P. O. Box 1958
                         Newark, New Jersey 07101-9774

   Unless directed otherwise by the Bank of New York, purchases and sales under
the plan ususally will be made through BNY ESI & Co., a full-service brokerage
and wholly owned subsidiary of The Bank of New York Company, Inc. BNY ESI & Co.
will receive brokerage commissions from these transactions.

5. Who is eligible to participate?

   Any stockholder whose shares of common stock are registered on our stock
transfer books in his or her name, also referred to as a "registered holder,"
or any stockholder whose shares of common stock are registered in a name other
than his or her name, for example, in the name of a broker, bank or other
nominee, also referred to as a "beneficial owner," may participate in the plan.
If you are a registered holder, you may participate in the plan directly. If
you are a beneficial owner, you must either become a registered holder by
having those shares transferred so that they are registered under your name or
you must make arrangements with your broker, bank or other nominee to
participate in the plan on your behalf.

   In addition, if you are an interested investor who is not a stockholder, you
may participate in the plan by making an initial optional cash purchase of
common stock of not less than $750 or more than $10,000, unless we approve in
writing your request for a waiver of this limit. See Question 15, "May a
stockholder request a waiver of the purchase limitations?"

   Your right to participate in the plan is not transferable to another person
apart from your transfer of the underlying shares of common stock. We reserve
the right to exclude from participation in the plan anyone who utilizes the
plan to engage in short-term trading activities that cause aberrations in the
trading volume of our common stock.

   If you reside in a jurisdiction in which your participation in the plan
would be unlawful, you will not be eligible to participate in the plan.

6. What if I am already enrolled in your previous dividend reinvestment plan?

   If you are already reinvesting your stock's dividends under our earlier
dividend reinvestment plan, you will be automatically enrolled in this plan.
Our current dividend reinvestment plan includes all the benefits of our earlier
plan and, in addition, offers new more flexible and dynamic features. Thus,
once this plan is adopted, the earlier dividend reinvestment plan will cease to
exist. If you do not wish to be enrolled in our new dividend reinvestment plan
you may contact the plan's agent using the form included with account
statements.

                                       7
<PAGE>

7. How do I enroll in the plan and become a participant?

   You must complete and sign the enrollment in dividend reinvestment and
stock purchase plan form and return it to the agent. We have enclosed an
enrollment form and postage-paid envelope with the prospectus for this
purpose. Also, you may obtain an enrollment form at any time by requesting one
from the agent at the address and telephone number set forth above. If you
register shares in more than one name (e.g., joint tenants, trustees), all
registered holders of those shares must sign the enrollment form exactly as
their names appear on the account registration. If your securities are
registered in the name of a broker, bank or other nominee, you must contact
the broker, bank or nominee and request that they complete an enrollment form
on your behalf.

   If you are an interested investor who is not presently one of our
stockholders, but desire to become a participant by making an initial
investment in common stock, you may join the plan by completing an enrollment
form and forwarding it, together with the initial investment in U.S. funds by
check payable to the agent, to the agent at the address on the enrollment
form.

8. What does the enrollment form provide?

   The enrollment form appoints the plan's agent as your agent for purposes of
the plan and directs the agent to apply to the purchase of additional shares
of common stock all of the cash dividends on the specified number of shares of
common stock owned by you on the applicable record date and designated by you
to be reinvested through the plan. The enrollment form also directs the agent
to purchase additional shares of common stock with any optional cash purchases
that you may elect to make.

   While the enrollment form directs the agent to reinvest cash dividends on
all shares enrolled in the plan, you may elect "partial dividend reinvestment"
or "optional cash purchases only." You may change the dividend reinvestment
option at any time by submitting a newly executed enrollment form to the agent
or by writing to the agent. If you do not make an election on your enrollment
form, the agent will reinvest all dividends paid on your shares. Any change in
the number of shares with respect to which the agent is authorized to reinvest
dividends must be received by the agent prior to the record date for a
dividend to permit the new number of shares to apply to that dividend. For
each method of dividend reinvestment, cash dividends will be reinvested on all
shares other than those designated for payment of cash dividends in the manner
specified above until you specify otherwise or withdraw from the plan
altogether, or until the plan is terminated.

9. When will my participation in the plan begin?

   If you are already a participant in our previous dividend reinvestment
plan, your participation in the plan will begin on the next date we pay
dividends. If you are not already a participant, you may join the plan at any
time.

   Your participation in the dividend reinvestment portion of the plan will
commence on the next date we pay dividends, provided the agent receives your
enrollment form on or before the record date for the payment of the dividend.

   Your participation in the optional cash purchase portion of the plan will
commence on the next investment date, which will be the 20th day of the
calendar month (unless the 20th calendar day is a Saturday, Sunday or bank
holiday, in which case the investment date will be the first business day
following the 20th calendar day of that month); provided sufficient funds to
be invested are received on or before the business day immediately prior to
the investment date. Should the funds to be invested arrive after the
applicable optional cash investment due date, those funds will be held without
interest until they can be invested on the next investment date unless you
request a refund from the agent.

   Once enrolled, you will remain enrolled until you discontinue participation
or until we terminate the plan.

                                       8
<PAGE>

10. How do I get a refund of an optional cash purchase if I change my mind?

   You may obtain a refund of any optional cash purchase payment not yet
invested by requesting, in writing, the agent to refund your payment. The agent
must receive your request not later than two business days prior to the next
investment date. If the agent receives your request later than the specified
date, your cash purchase payment will be applied to the purchase of shares of
common stock.

11. Will I be paid interest on funds held for optional cash purchases prior to
investment?

   You will not be paid interest on funds you send to the agent for optional
cash purchases. Consequently, we strongly suggest that you deliver funds to the
agent to be used for investment in optional cash purchases shortly prior to but
not after the applicable optional cash investment due date so that they are not
held over to the following investment date. If you have any questions regarding
the applicable investment dates or the dates as of which funds should be
delivered to the agent, you should write or telephone the agent at the address
and telephone number included above.

   You should be aware that since investments under the plan are made as of
specified dates, you may lose any advantage that you otherwise might have from
being able to control the timing of an investment. Neither we nor the agent can
assure you a profit or protect you against a loss on shares of common stock
purchased under the plan.

12. How many shares may be purchased by a participant during any month or year?

   Reinvested dividends are not subject to any minimum or maximum.

   Optional cash purchases are subject to a minimum investment of $100 and a
maximum investment of $10,000 in any calendar month.

   Initial optional cash purchases by investors that are not yet one of our
stockholders are subject to a minimum of $750 and a maximum of $10,000.

   The maximums for optional cash purchases may be waived by us in our sole and
absolute discretion. You may request a waiver of such maximums by submitting a
request for waiver which we must receive at least two business days prior to
the investment date as described in Question 15, "May a stockholder request a
waiver of the purchase limitation?"

   Optional cash purchase amounts of less than $100, or $750 in the case of an
initial optional cash purchase by a non-stockholder, and that portion of any
optional cash purchases that exceeds the maximum of $10,000 per calendar month
will be returned to you without interest, unless this maximum is waived.

13. At what price will shares be purchased?

   Reinvested Dividends. The purchase price for each share of common stock
acquired through the plan by the reinvestment of dividends will be equal to:

  . in the case of newly issued shares of common stock, the average of the
    high and low NYSE Composite prices on the applicable date we pay
    dividends less a discount ranging from 0% to 5%, currently set at 2%,
    provided, that if no trades of our common stock are reported on the NYSE
    Composite on the date we pay dividends, the agent shall apply such
    reinvested dividends on the next trading day on which there are trades of
    our common stock reported on the NYSE Composite, or

  . in the case of open market or privately negotiated transactions, the
    average of the purchase price of all shares purchased by the agent for
    the plan with reinvested dividends for the applicable date we pay
    dividends.

                                       9
<PAGE>

   Optional cash purchases under the Maximum Thresholds. The price of shares
acquired through the plan as a result of optional cash purchases of $10,000 or
less, will be equal to:

  . in the case of newly issued shares of common stock, the ten day average
    of the average of the high and low NYSE Composite prices on each of the
    ten trading days immediately preceding the applicable investment date,
    less a discount ranging from 0% to 5% currently set at 2%, or

  . in the case of open market purchases or privately negotiated
    transactions, the average of the purchase price of all shares purchased
    by the agent on the applicable investment date.

   Optional cash purchases made above the $10,000 maximum limit with our
permission. If we elect to allow you to purchase in excess of $10,000 in any
calendar month, the price will be equal to the greater of (i) the ten day
average of the average of the high and low NYSE Composite prices on each of the
ten trading days immediately preceding the applicable investment date, less a
discount ranging from 0% to 5% currently set at 2% and (ii) the average of the
high and low NYSE Composite prices on the investment date, less a discount
ranging from 0% to 5% currently set at 2%. See Question 14, "Are there
limitations that apply to optional cash purchases made in excess of the maximum
limit?" All shares of common stock purchased in excess of the maximum limit
will be newly issued, and no shares will be acquired from open market purchases
or privately negotiated transactions.

   Maximum discount applicable to all dividend reinvestments and optional cash
purchases. Whether you are reinvesting dividends or making optional cash
purchases, you may not purchase shares of common stock on any particular
trading day (whether such shares are newly issued shares or purchased by the
agent in open market or privately negotiated transactions) for an amount, less
any brokerage commissions, trading fees and any other costs of purchase paid by
us (collectively "Costs"), which is less than 95% of the average of the high
and low NYSE Composite prices on that particular trading day. In the event that
shares would be purchased for an amount, less any brokerage commissions,
trading fees and other costs, which is below 95% of this average, your purchase
price, less any brokerage commissions, trading fees and other costs, will equal
95% of the average of the high and low NYSE Composite prices on that day.

14. Are there limitations that apply to optional cash purchases made in excess
of the maximum limit?

   We will consider requests for optional cash purchases in excess of $10,000
on a case-by-case basis and approve or deny each request in our sole discretion
based on a number of factors. See question 15 "May a stockholder request a
waiver of the purchase limitation?" All requests for a waiver must include your
representation to us that:

  . you are not purchasing shares to engage in arbitrage activities;

  . you have not sold and will not sell shares of our common stock (including
    short sales) during the ten day period immediately prior to the
    investment date; and

  . you are not engaging in an unlawful distribution of our common stock or
    engaging in underwriting activities as defined under applicable law.

   As a condition to granting any requests for a waiver of the purchase
limitation, we may require that you make additional representations to us
relating to your beneficial interest in our securities, your trading activity
in our common stock and your intention with respect to the shares you purchase
pursuant to your request for a waiver of the purchase limitation.

15. May a stockholder request a waiver of the purchase limitation?

   You may make optional cash purchases in excess of $10,000 during any
calendar month only pursuant to a request for waiver approved by us in our sole
and absolute discretion. A request for waiver should be sent to us by facsimile
at (949) 221-0607, Attention: Legal Department, by 2:00 p.m. Pacific Standard
Time, at least 2 business days prior to the investment date. In the event that
a request for waiver is received by us after this

                                       10
<PAGE>

date, the waiver will not be approved for that investment date and your
optional cash purchase will be limited to $10,000 for that investment date. If
your request for a waiver is not timely, or if we deny your request for a
waiver, the agent will refund the amount received in excess of $10,000 without
interest thereon. The request for waiver should not be sent to the agent. The
request for waiver form will be furnished by us or the agent at the address and
telephone number referenced above. We have sole and absolute discretion to
grant any approval for optional cash purchases in excess of the allowable
maximum amounts.

   In deciding whether to approve a request for waiver, we will consider
relevant factors, including, but not limited to:

  . our need for additional funds,

  . the attractiveness of obtaining the additional funds through the sale of
    common stock as compared to other sources of funds,

  . the purchase price likely to apply to any sale of common stock, and

  . the aggregate amount of optional cash purchases for which requests for
    waiver have been submitted by all participants.

If requests for waiver are submitted for any investment date for an aggregate
amount in excess of the amount we are then willing to accept, we may honor
those requests by any method that we determine to be appropriate. With regard
to optional cash purchases made pursuant to a request for waiver, the plan does
not provide for a predetermined maximum limit on the amount that you may invest
or on the number of shares that may be purchased. We reserve the right to
modify, suspend or terminate participation in the plan for any reason
whatsoever including the elimination of practices that are not consistent with
the purposes of the plan.

   Any person who acquires shares of common stock through the plan and resells
them shortly before or after acquiring them may be considered to be an
underwriter within the meaning of the Securities Act of 1933. We have no
arrangements or understandings, formal or informal, with any person relating to
a distribution of shares to be received pursuant to the plan by such persons.
See "Plan of Distribution and Underwriters."

16. How and when will we determine whether shares of common stock will be newly
issued or purchased in the market? How and when will we establish a discount?

   We may, without prior notice to you, change our determination as to whether
common stock will be purchased by the agent directly from us, in the open
market or in privately negotiated transactions from third parties or in a
combination of both, in connection with the purchase of shares of common stock
from reinvested dividends or from optional cash purchases. We will not,
however, change our determination more than once per month.

   Not later than three business days prior to the investment date for the
applicable month, we may establish a discount from the market price applicable
to optional cash purchases. Each quarter, not later than three business days
prior to our record date for dividends on our common stock, we may establish a
discount from the market price applicable to the purchase of shares of common
stock from reinvested dividends.

   We will not offer a discount for common stock purchased in the open market
or in privately negotiated transactions.

   You may not be able to depend on the availability of a market discount
regarding shares acquired from newly issued company stock. While a discount
from market prices of up to 5% may be established from time to time, the
granting of a discount at one time will not insure the availability of a
discount or the same discount at another. At any time, we may, without prior
notice to you, lower or eliminate the discount.

                                       11
<PAGE>

17. How many shares are being sold under the plan?

   The agent may purchase shares from the open market, privately negotiated
purchases, or our authorized but unissued shares of our common stock, or a
combination of both. There is no limit on the number of shares that the agent
may purchase in the open market or pursuant to privately negotiated purchases,
and, initially, 1,500,000 shares of common stock have been authorized to be
newly issued and sold under the plan.

   However, shares of common stock purchased by the agent for optional cash
purchases made above the $10,000 maximum limit with our permission must be
acquired from newly issued common stock and may not be acquired from open
market purchases or privately negotiated transactions. See Question 13, "At
what price will shares be purchased?"

   Because we presently expect to continue the plan indefinitely, we expect to
authorize additional shares from time to time as necessary for purposes of the
plan.

18. When will shares be acquired under the plan?

   If we elect to provide shares for the plan through newly issued stock,
shares will be credited to your account as follows:

  . If you are an existing stockholder reinvesting some or all of your
    dividends automatically, shares will be issued and credited to your
    account on the applicable date we pay dividends; provided, that if no
    trades of our common stock are reported on the NYSE Composite on the date
    we pay dividends, the agent shall apply such reinvested dividends on the
    next trading day on which there are trades of our common stock reported
    on the NYSE Composite; or

  . If you are making optional cash purchases, shares will be issued and
    credited to your account as of the applicable investment date. Shares
    will generally be made available within three business days following the
    investment date.

   If we elect to acquire shares for the plan through the open market or in
privately negotiated transactions, the agent will purchase the shares as soon
as practicable on the applicable date we pay dividends or the applicable
investment date, in the case of the reinvestment of dividends and optional cash
purchases, respectively. The date these shares will be deemed acquired and
credited to your account will be the date we pay dividends or the investment
date.

   In the past, the dates we pay dividends have occurred on or about the
twentieth day of each February, May, August and November. While this past
pattern with respect to timing of the dates we pay dividends is expected to be
followed generally in the future, dividends are paid if, as and when declared
by our board of directors. There can be no assurance as to the declaration or
payment of a dividend, and nothing contained in the plan obligates us to
declare or pay any dividend on our common stock. The plan does not represent a
guarantee of future dividends.

19. How are optional cash purchases made?

   All plan participants are eligible to request optional cash purchases at any
time. Other interested investors that are not one of our stockholders are also
eligible to make an initial investment in common stock through an optional cash
purchase by submitting an enrollment form.

   You can make an optional cash investments when joining the plan by enclosing
a check or money order with the enrollment form. Thereafter, optional cash
investments should be accompanied by the transaction request form located at
the bottom of your statement or transaction advice. Using this form expedites
the purchase and ensures proper posting of the shares to your account.
Replacement statements may be requested by contacting our Shareholder Service
Center at 1-800-524-4458.

                                       12
<PAGE>

   Individuals who elect to make monthly purchases may do so by check or by
Electronic Funds Transfer (EFT). If the second option is chosen your optional
cash investment will be deducted from the your checking or savings account on
the 25th day of each month or, if such date is not a business day, the
deduction will be made on the preceding business day, and will be applied to
optional cash purchases in the following month.

   Optional cash payments may also be made by check or money order drawn on a
US Bank, in US currency, payable to "HCPI Dividend Reinvestment and Stock
Purchase Plan." Mail the transaction request form attached to the bottom of
your statement along with your check to the Plan Administrator using the
address indicated on page 7. Third party checks will not be accepted and will
be returned to sender.

   In the event that an optional cash investment check is returned unpaid for
any reason or your designated bank account for EFT does not have sufficient
funds for your authorized monthly deduction, the agent will immediately remove
from your account any shares already purchased upon the prior credit for such
funds. The agent will thereupon be entitled to sell any such shares to satisfy
any uncollected amounts. If the net proceeds of the sale of such shares are
insufficient to satisfy the balance of the uncollected amounts, the agent
reserves the right to sell such additional shares from your account as may be
necessary to satisfy the uncollected balance.

   It is your responsibility to immediately notify The Bank of New York of any
changed in EFT information as it relates to your authorized monthly
deductions. Changes to EFT information must be submitted to the Bank in
writing. Participants may call 1-800-524-4458 and request a new EFT enrollment
form.

   Participants will be charged a fee of $20.00 for returned checks and failed
automatic EFT investments.

   Optional cash purchases should be received by the agent at least one
business day prior to the investment date. All optional cash purchases made in
excess of the plan limit with our permission may be made only by wire transfer
to the account referenced on the waiver form. Inquiries regarding other forms
of payments and all other written inquiries should be directed to the agent at
the address referenced herein.

20. Will we pay interest on funds we hold for optional cash purchases prior to
investment?

   No interest will be earned on funds held for optional cash purchases prior
to investment. Consequently, we strongly suggest that you deliver funds to be
used for investment in optional cash purchases to the agent shortly before but
not after the applicable optional cash investment due date so that your funds
are not held over to the following investment date. Any questions regarding
the optional cash investment due dates or the dates as of which funds should
be delivered should be directed to the agent at the address and telephone
number included above.

   You should be aware that since investments under the plan are made as of
specified dates, you may lose any advantage that otherwise might be available
from being able to select the timing of an investment. Neither we nor the
agent can assure a profit or protect against a loss on shares of common stock
purchased under the plan.

21. What are the federal income tax consequences of participating in the plan?

   If you reinvest dividends you will still be treated for federal income tax
purposes as having received a dividend on the dividend payment date. By
reinvesting dividends you will be liable for the payment of income tax on the
dividends despite not receiving immediate cash dividends to satisfy the tax
liability. In addition, for reinvested dividends and optional cash purchases,
you will be treated as having received a constructive distribution, which may
give rise to additional tax liability, to the extent we pay brokerage
commissions on your behalf or purchase shares at a discount. See "Certain
Federal Income Tax Consequences of Participating" in the Plan.

                                      13
<PAGE>

22. What if I have more than one account?

   For purposes of the limitations discussed in this prospectus, we may
aggregate all optional cash purchases for you if you have more than one account
which uses the same social security or taxpayer identification number. If you
are unable to supply a social security or taxpayer identification number, your
participation may be limited by us to only one plan account. Also for the
purpose of these limitations, all plan accounts that we believe to be under
common control or management or to have common ultimate beneficial ownership
may be aggregated. Unless we have determined that reinvestment of dividends and
optional cash purchases for each account would be consistent with the purposes
of the plan, we will have the right to aggregate all of these accounts and to
return, without interest, any amounts in excess of the investment limitations.

23. Will certificates be issued for share purchases?

   All shares purchased pursuant to the plan may be held together in the name
of the agent or its nominee and credited to each individual account in "book
entry" form. This service protects against the loss, theft, or destruction of
certificates evidencing shares. Upon your request, upon your withdrawal from
the plan or upon termination of the plan, the agent will have certificates
issued and delivered for all full shares credited to your account. In order to
expedite your request to receive certificated shares, use the transaction
request form attached to the bottom of your statement. Certificates will be
issued only in the same names as those enrolled in the plan. In no event will
certificates for fractional shares be issued.

24. May I add shares of common stock to my account by transferring stock
certificates that I possess?

   You may send to the plan for safekeeping all common stock certificates which
you hold. The safekeeping of shares offers the advantage of protection against
loss, theft or destruction of certificates as well as convenience, if and when
shares are sold through the plan. All shares represented by certificates will
be kept for safekeeping in "book entry" form and combined with any full and
fractional shares then held by the plan for you. To deposit certificates for
safekeeping under the plan, you must submit the transaction request form
attached to the bottom of your statement. Stock certificates and the
transaction request form as well as all other transaction processing should be
directed to the agent at

                              The Bank of New York
                         Dividend Reinvestment Services
                                 P. O. Box 1958
                         Newark, New Jersey 07101-9774

   All written inquiries about the safekeeping service or otherwise should be
directed to the agent at:

                              The Bank of New York
                       c/o Investor Relations Department
                                P. O. Box 10258
                             Church Street Station
                         New York, New York 10286-1258

   You may withdraw shares that you deposited for safekeeping by calling the
agent by telephone or by submitting the form included with the account
statements. All written inquiries about the agent's safekeeping service should
be sent to the address as set forth in Question 4, "Who will administer the
plan?"

25. What reports will be sent to participants in the plan?

   Unless you participate in the plan through a broker, bank or nominee, you
will receive from the agent a detailed statement of your account following each
dividend payment and when there is purchase activity in your account. These
detailed statements will show total cash dividends received, optional cash
purchases made, shares purchased, including fractional shares, and price paid
per share in such year, and the total shares held in

                                       14
<PAGE>

the plan. You should keep these statements to determine the tax basis for
shares purchased pursuant to the plan.

   If the purchase involves dividend reinvestment, then the statement will also
show your total distribution and the amount of your dividend that was
reinvested in shares of common stock. In addition, the agent will send to you a
copy of the annual report, proxy statements and federal income tax information
for reporting distributions in addition to any other reports that may send as
it sees fit.

   The agent will send a statement following any sale activity in your account.
In this statement you will receive a check with a Form 1099-B and information
regarding the trade such as sale price, shares sold, fees, net dollars and
taxes, if any. The sale will be recapped on your quarterly dividend statement.

   Both statements for purchases and sales will contain year to date summary
information. You should keep these statements to determine the tax basis for
shares purchased pursuant to the plan. Any participant that participates in the
plan through a broker, bank or nominee, should contact that party for a similar
statement.

26. How may I withdraw from the plan?

   You may terminate participation in the plan by submitting to the agent the
transaction request form attached to the bottom of your statement. After the
agent receives the termination notice, dividends will be sent to you in the
usual manner and no further optional cash purchases may be made until and
unless you re-enroll in the plan. Notice of termination received by the agent
less than three (3) days before an investment date may not be processed until
after the investment date. Once termination has been effected, the agent will
issue to you a certificate for all whole shares held under the plan.
Alternatively, you may specify in the termination notice that some or all of
the shares be sold. Any fractional shares held in your account under the plan
at the time of termination will be converted to cash at the average price the
agent obtains for all shares sold on that particular trading day, net of any
brokerage commissions. If you dispose of all shares represented by certificates
registered in your name on our books but do not give notice of termination
under the plan, the agent will continue to reinvest dividends on shares held in
your account under the plan until otherwise directed. If the request is
received on or after the record date for a dividend, any cash dividend paid on
that account will be reinvested for the account. The request will then be
processed as soon as practicable after the dividend is reinvested and the
additional shares are credited to your account. There will be no cost to you
with respect to termination of your reinvestment of dividends through the plan
other than the applicable sales fee with respect to any shares sold.

   If your plan account balance falls below one full share, the agent reserves
the right to liquidate the fraction and remit the proceeds, less any applicable
fees, to you at your address of record and to terminate your participation in
the plan. We may also terminate the plan or your participation in the plan
after written notice in advance mailed to you at the address appearing on the
agent's records. Participants whose participation in the plan has been
terminated will receive certificates for whole shares held in their accounts
and a check for the cash value of any fractional share held in any plan account
so terminated less any applicable fees.

27. What happens if I sell or transfer shares of stock or acquire additional
shares of stock?

   You may instruct the agent to sell some or all of your shares held in your
account by notifying the agent by using the form included with account
statements. Note: Your sale order will not be executed on the day your order is
placed. You should therefore anticipate a difference between the price of the
stock on the date you place the order and the price at which the shares are
sold.

  . Sale Order via IVR System

The agent's recommended method for placing sale orders is via the Interactive
Voice Response (IVR) system. To place a sale order, telephone the Shareholder
Service Center at 1-800-524-4458 and enter your social security number or
Taxpayer ID at the prompt. Daily sale orders are generally accepted until 6:00
pm Eastern

                                       15
<PAGE>

Time. Sale orders placed via the IVR before 6:00pm will generally be sold
within two business days and in most cases be sold the next business day. Sales
placed after 6:00pm will be considered received the next business day. Sales
are subject to stock exchange holidays, early closings and Company black-out
periods.

  . Sale Order by Mail

You may use the stub from the plan statement that you receive from The Bank of
New York to sell your shares. You must complete and sign the stub and mail the
instructions to the agent. All listed participants must sign the instruction
form. Sale orders received by mail will be executed by the agent promptly after
receipt.

   The agent will sell shares through BNY-ESI & Co. Inc., a registered broker
dealer, as soon as practicable after receipt of a proper notice. Shares to be
sold may be commingled with those of other participants requesting sale of
their shares, and the proceeds to each participant will be based on the average
price for all shares sold by the agent during the day of sale. You should
understand that the price of the common stock may go down as well as up between
the date a request to sell is received and the date the sale is executed. The
plan does not offer the ability for you to specify either the dates or the
prices at which shares are to be sold through the agent.

   If a request to sell shares is received on or after the record date for a
dividend, any cash dividend paid on the shares will be reinvested, if
applicable.

   There is a transaction fee for selling shares through the agent in addition
to your pro rata share of trading fees or brokerage commissions.

   If you have elected to have dividends automatically reinvested in the plan
and subsequently sell or transfer all or any part of the shares registered in
your name, automatic reinvestment will continue as long as shares are
registered in your name or held for you by the agent or until termination of
enrollment. Similarly, if you have elected the full or partial dividend
reinvestment option under the plan and subsequently acquire additional shares
registered in your name, dividends paid on the shares will automatically be
reinvested until termination of enrollment. If, however, you have elected the
optional cash purchases only option and subsequently acquire additional shares
that are registered in your name, dividends paid on the shares will not be
automatically reinvested under the plan.

28. How may I transfer all or a part of my shares held in the plan to another
person?

   You may transfer ownership of all or part of your shares held in the plan
through gift, private sale or otherwise, by mailing to the agent at the address
listed in Question 4, "Who will administer the plan?" a properly executed stock
assignment, along with a letter with specific instructions regarding the
transfer and a Substitute Form W-9 (Certification of Taxpayer Identification
Number) completed by the transferee. Requests for transfer of shares held in
the plan are subject to the same requirements as the transfer of common stock
certificates, including the requirement of a medallion signature guarantee on
the stock assignment. The agent will provide you with the appropriate forms
upon request. If you have any stock certificates bearing a restrictive legend
in your account, the agent will comply with the provisions of the restrictive
legend before effecting a sale or transfer of the restricted shares. All
transfers will be subject to the limitations on ownership and transfer provided
in our charter which are summarized below and which are incorporated into this
prospectus by reference.

29. How will my shares be voted?

   For any meeting of stockholders, you will receive proxy materials in order
to vote all shares held by the plan for your account. All shares will be voted
as designated by you or may be voted in person at the meeting of stockholders.
If no instructions or executed proxy are received, the shares will not be
voted. If you hold your shares through a broker, bank or nominee, that person
will receive the proxy materials and you will need to contact that person in
order to vote your shares.

                                       16
<PAGE>

30. Who pays the expenses of the plan?

   We will pay all day-to-day costs of the administration of the plan. You will
only be responsible for a transaction fee and your pro rata share of trading
fees and any brokerage commissions associated with your sales of shares of
common stock attributable to you under the plan. We will pay for all fees and
commissions associated with your purchases under the plan.

31. What are our or the agent's responsibilities under the plan?

   Neither we nor the agent will be liable for any act done in good faith or
for any good faith omission to act, including, without limitation, any claims
of liability arising out of a failure to terminate a participant's account upon
the participant's death or adjudication of incompetence prior to the receipt of
notice in writing of the death or adjudication of incompetence, the prices at
which shares are purchased or sold for the benefit of a participant's account,
the times when purchases are made or fluctuations in the market value of the
common stock. Neither we nor the agent has any duties, responsibilities or
liabilities except as expressly set forth in the plan or as imposed by
applicable laws, including, without limitation, federal securities laws. You
should recognize that we cannot assure a profit or protect against a loss on
the shares purchased by you under the plan and we take no position on whether
you should participate in the plan. All accounts will initially reinvest all
dividends unless you notify the agent otherwise.

32. What happens if we issue a stock dividend, subscription rights, declare a
stock split or make any other distribution in respect of shares of common
stock?

   You will automatically receive a credit to your plan account for any stock
dividend, stock split or other distribution in respect of shares of common
stock that we may declare. In the event that we make available to the holders
of our common stock subscription rights to purchase additional shares of common
stock or other securities, the agent will sell the rights accruing to all
shares held by the agent for participants and will apply the net proceeds of
the sale to the purchase of common stock with the next monthly optional cash
purchase. If you do not want the agent to sell the rights and invest the
proceeds, you can notify the agent by submitting an updated enrollment form and
you can request distribution of subscription or other purchase rights directly
to yourself. This will permit you to personally exercise, transfer or sell the
rights on the shares. The processing of dividend reinvestments or optional cash
purchases may be curtailed or suspended until the completion of any stock
dividend, stock split or other distribution.

33. May shares in my account be pledged?

   You may not pledge shares credited to your or any other participant's
account and any purported pledge will be void. If you wish to pledge shares,
those shares must be withdrawn from the plan.

34. May the plan be changed or terminated?

   We may amend, modify, suspend or terminate the plan at any time. You will be
notified by the agent in writing of any substantial modifications made to the
plan. Any amendment may include an appointment by the agent in its place of a
successor agent under the terms and conditions set forth herein, in which event
we are authorized to pay the successor for the account of each participant, all
dividends and distributions payable on common stock held by the participant
under the plan for application by the successor as provided herein.
Notwithstanding the foregoing, such action shall not have any retroactive
effect that would prejudice your interests.

35. What law governs the plan?

   The plan will be governed by the law of the State of Maryland.

                                       17
<PAGE>

                      Restrictions on Ownership of Shares

   Because our board of directors believes it is essential for us to continue
to qualify as a real estate investment trust, our charter documents contain
restrictions on the ownership and transfer of our capital stock which are
intended to assist us in complying with the requirements to qualify as a real
estate investment trust.

   The ownership limit relating to our common stock in our charter documents
provides that, if our board of directors shall, at any time and in good faith,
be of the opinion that direct or indirect ownership of more than 9.9% or more
of the voting shares of capital stock has or may become concentrated in the
hands of one beneficial owner, our board of directors shall have the power:

  (1) by lot or other means deemed equitable by us, to call for the purchase
      from any of our stockholders a number of voting shares sufficient, in
      the opinion of our board of directors, to maintain or bring the direct
      or indirect ownership of voting shares of capital stock of the
      beneficial owner to a level of no more than 9.9% of the outstanding
      voting shares of our capital stock, and

  (2) to refuse to transfer or issue voting shares of capital stock to any
      person whose acquisition of such voting shares would, in the opinion of
      our board of directors, result in the direct or indirect ownership by
      that person of more than 9.9% of the outstanding voting shares of our
      capital stock.

   Further, any transfer of shares, options, warrants, or other securities
convertible into voting shares that would create a beneficial owner of more
than 9.9% of the outstanding voting shares shall be deemed void and the
intended transferee shall be deemed never to have had an interest therein.

   The purchase price for any voting shares of capital stock so redeemed shall
be equal to:

  . the fair market value of the shares reflected in the closing sales price
    for the shares, if then listed on a national securities exchange, or

  . the average of the closing sales prices for the shares if then listed on
    more than one national securities exchange, or

  . if the shares are not then listed on a national securities exchange, the
    latest bid quotation for the shares if then traded over-the-counter, on
    the last business day immediately preceding the day on which notices of
    such acquisitions are sent by us, or

  . if no such closing sales prices or quotations are available, then the
    purchase price shall be equal to the net asset value of such stock as
    determined by our board of directors in accordance with the provisions of
    applicable law.

   From and after the date fixed for purchase by our board of directors, the
holder of any shares so called for purchase shall cease to be entitled to
distributions, voting rights and other benefits with respect to such shares,
except the right to payment of the purchase price for the shares.

                 Compliance with Applicable Law and Regulations

   Our obligation to offer, issue or sell our common stock is subject to our
obtaining any necessary approval, authorization and consent from any regulatory
authorities having jurisdiction over the issuance and sale of the shares. We
may elect not to offer or sell our common stock to stockholders residing in any
jurisdiction where, in our sole discretion, the burden or expense of compliance
with applicable blue sky or securities laws makes that offer or sale
impracticable or inadvisable.

                                       18
<PAGE>

                    Certain Federal Income Tax Consequences
                   Associated with Participating in the Plan

   Dividends you receive on shares of our common stock that you hold in the
plan and which are reinvested in newly issued shares will be treated for
federal income tax purposes as a taxable stock distribution to you.
Accordingly, you will receive taxable dividend income in an amount equal to the
fair market value of the shares of our common stock that you receive on the
date we pay dividends to the extent we have current or accumulated earnings and
profits for federal income tax purposes. We intend to take the position that
the fair market value of the newly issued shares purchased with reinvested
dividends equals the average of the high and low NYSE Composite prices of our
common stock on the related date we pay dividends. The treatment described
above will apply to you whether or not the shares are purchased at a discount.
On the other hand, dividends you receive on shares of our common stock that you
hold in the plan which are reinvested in shares of our common stock purchased
by the agent in the open market or in privately negotiated transactions will be
treated for federal income tax purposes as a taxable cash distribution to you
in an amount equal to the purchase price of such shares to the extent that we
have current or accumulated earnings and profits for federal income tax
purposes. The portion of a distribution you receive that is in excess of our
current and accumulated earnings and profits will not be taxable to you if this
portion of the distribution does not exceed the adjusted tax basis of your
shares. If a portion of your distribution exceeds the adjusted tax basis of
your shares, that portion of your distribution will be taxable as a capital
gain. If we properly designate a portion of your distribution as a capital gain
dividend, then that portion will be reportable as a capital gain. Capital gains
will be taxed to you at a 20% or 25% income tax rate, depending on the tax
characteristics of the assets which produced such gains, and on certain other
designations, if any, that we may make. Your statement of account will show the
fair market value of the common stock purchased with reinvested dividends on
the applicable date we pay dividends. You also will receive a Form 1099-DIV
after the end of the year which will show for the year your total dividend
income, your amount of any return of capital distribution and your amount of
any capital gain dividend.

   If, pursuant to the optional cash purchase features of the plan, you acquire
newly issued shares of our common stock at a discount from the fair market
value of such shares on the applicable investment date, the tax treatment to
you is unclear. We presently intend to take the position that any discount on
newly issued shares purchased pursuant to the optional cash purchase features
of the plan does not constitute a distribution from us to you. However, it is
possible that you will be treated as having received a distribution from us
upon the purchase of our newly issued common stock pursuant to the optional
cash purchase features of the plan in an amount equal to the excess, if any, of
the total fair market value of the shares you purchase on the applicable
investment date over the amount of your payment for such shares. We may take
this position in future reports to you or the Internal Revenue Service. You
should consult with your own tax advisor with respect to the tax treatment of
any shares you purchase at a discount pursuant to the optional cash purchase
features of the plan.

   Under the plan, we will bear any trading fees or brokerage commissions
related to the acquisition of, but not the sale of, shares of our common stock.
The Internal Revenue Service has ruled in private letter rulings that brokerage
commissions paid by a corporation with respect to open market purchases on
behalf of participants in a dividend reinvestment plan were to be treated as
constructive distributions to the participants. In these rulings the Internal
Revenue Service determined that distributions were subject to income tax in the
same manner as distributions and includable in the participant's cost basis of
the shares purchased. Accordingly, to the extent that we pay brokerage
commissions with respect to any open market or privately negotiated purchases
made with reinvested dividends by the agent, we intend to take the position
that participants received their proportionate amount of the commissions as
distributions in addition to the amounts described above. While the matter is
not free from doubt, we intend to take the position that any trading fees or
brokerage commissions paid by us pursuant to the optional cash purchase
features of the plan will be treated in the same manner as the purchase price
discount described above, and that administrative expenses of the plan paid by
us are not constructive distributions to you.

                                       19
<PAGE>

   If we invest your optional cash purchases in newly issued shares of our
common stock not sold to you at a discount, or reinvest your dividends in newly
issued shares of our common stock, then your tax basis in the shares purchased
for your account will equal the per share fair market value of the common stock
on the day the shares are purchased on the applicable investment date or the
relevant date we pay dividends, as the case may be. Your tax basis in the
shares of our common stock acquired pursuant to the optional cash purchase
features of the plan at a discount will equal the amount you paid for the
shares, plus the amount of income, if any, you recognized upon the acquisition
as a result of the purchase price discount. If we reinvest your dividends or
your optional cash purchases in shares that the agent purchases in the open
market or in privately negotiated transactions, then your tax basis in your
shares purchased for your account will equal the amount you paid for the
shares, plus the amount of income, if any, that you recognize because trading
fees or brokerage commissions were paid on your behalf. Your holding period for
the shares of our common stock acquired under the plan will begin on the day
following the date such shares were purchased for your account. Consequently,
shares of our common stock purchased in different quarters will have different
holding periods.

   You will not realize any gain or loss when you receive certificates for
whole shares of our common stock credited to your account, either upon your
request, when you withdraw from the plan or if the plan terminates. However,
you will recognize gain or loss when whole shares of our common stock or rights
applicable to our common stock acquired under the plan are sold or exchanged.
You will also recognize gain or loss when you receive a cash payment for a
fractional share of our common stock credited to your account when you withdraw
from the plan or if the plan terminates. The amount of your gain or loss will
equal the difference between the amount you receive for your shares or
fractional shares of our common stock or rights applicable to common stock, net
of any costs of sale paid by you, and your tax basis of such shares.

   The foregoing summary of material federal income tax considerations
regarding the plan is based on current law, is for your general information
only and is not tax advice. This discussion does not purport to deal with all
aspects of taxation that may be relevant to you in light of your personal
investment circumstances, or if you are a type of investor (including insurance
companies, tax-exempt organizations, financial institutions or broker dealers,
foreign corporations and persons who are not citizens or residents of the
United States) who is subject to special treatment under the federal income tax
laws. If you wish to participate in the plan, you are strongly urged to consult
with your tax advisor regarding the specific tax consequences (including the
federal, state, local and foreign tax consequences) that may affect you if you
participate in the plan, and of potential changes in applicable tax laws.

                                       20
<PAGE>

                     Plan of Distribution and Underwriters

   Pursuant to the plan, we may be requested to approve optional cash purchases
in excess of the allowable maximum amounts pursuant to requests for waiver on
behalf of participants that may be engaged in the securities business. In
deciding whether to approve this request, we will consider relevant factors
including, but not limited to, our need for additional funds, the
attractiveness of obtaining these funds by the sale of common stock under the
plan in comparison to other sources of funds, the purchase price likely to
apply to any sale of common stock, the participant submitting the request,
including the extent and nature of the participant's prior participation in the
plan and the number of shares of common stock held of record by the
participant, and the aggregate number of requests for waiver that have been
submitted by all participants. Persons who acquire shares of common stock
through the plan and resell them shortly after acquiring them, including
coverage of short positions, under some circumstances, may be participating in
a distribution of securities that would require compliance with Regulation M
under the Securities Exchange Act of 1934 and may be considered to be
underwriters within the meaning of the Securities Act of 1933. We will not
extend to this person any rights or privileges other than those to which it
would be entitled as a participant, nor will we enter into any agreement with
the person regarding the person's purchase of the shares or any resale or
distribution thereof. We may, however, approve requests for optional cash
purchases by those persons in excess of allowable maximum limitations. If
requests are submitted for any investment date for an aggregate amount in
excess of the amount the we are willing to accept, we may honor the requests in
order of receipt, pro rata or by any other method which we determine to be
appropriate.

                                    Experts

   The consolidated financial statements incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.

                                 Legal Matters

   The legality of the issuance of the shares of our common stock has been
passed upon for us by Ballard Spahr Andrews & Ingersoll, Baltimore, Maryland.

                                       21
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.

   The estimated expenses, other than underwriting discounts and commissions,
in connection with this offering are estimated as follows:

<TABLE>
   <S>                                                               <C>
   SEC Registration Fee............................................. $ 1,500.00
   Blue Sky fees and expense........................................     500.00
   Printing and shipping expenses...................................  10,000.00
   Legal fees and expenses..........................................  35,000.00
   Accounting fees and expenses.....................................   2,000.00
   Transfer agent or trustee fees...................................   1,000.00
   Listing Fees.....................................................  17,500.00
   Miscellaneous....................................................   5,000.00
                                                                     ----------
     Total.......................................................... $72,500.00
</TABLE>

Item 15. Indemnification of Directors and Officers.

   Our Articles of Restatement (the "Charter") limit the liability of HCPI's
directors and officers to HCPI and its shareholders to the fullest extent
permitted by the laws of the State of Maryland. The Maryland General
Corporation Law presently permits the liability of directors and officers to a
corporation or its shareholders for money damages to be limited, except (1) to
the extent that it is proved that the director or officer actually received an
improper benefit or profit or (2) if the judgment or other final adjudication
is entered in a proceeding based on a finding that the directors or officers
action, or failure to act, was a result of active or deliberate dishonesty and
was material to the cause of action adjudicated in the proceeding. The
provisions of the Charter Documents do not limit the ability of us or our
shareholders to obtain other relief, such as injunction or recision.

   Article X of our Second Amended and Restated By-Laws (the "By-Laws")
provides that HCPI shall indemnify and hold harmless, in the manner and to the
fullest extent permitted by law, any person who is or was a party to, or is
threatened to be made a party to, any threatened, pending or completed action,
suit or proceeding, whether or not by or in the right of HCPI, and whether
civil, criminal, administrative, investigative or otherwise, by reason of the
fact that such person is or was a director or officer of HCPI, or, as a
director or officer of HCPI, is or was serving at the request of us as a
director, officer, trustee, partner, member, agent or employee of another
corporation, partnership, limited liability company, association, joint
venture, trust, benefit plan or other enterprise.

   Article X of the By-Laws further provides that HCPI may, with the approval
of the Board of Directors, provide such indemnification and advancement of
expenses as described in the above paragraph to agents and employees of HCPI.

   Section 2-418 of the Maryland Corporation Law generally permits
indemnification of any director or officer made a party to any proceedings by
reason of service as a director or officer unless it is established that (1)
the act or omission of such person was material to the matter giving rise to
the proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty; or (2) such person actually received an improper
personal benefit in money, property or services; or (3) in the case of any
criminal proceeding, such person had reasonable cause to believe that the act
or omission was unlawful. The indemnity may include judgments, penalties,
fines, settlements and reasonable expenses actually incurred by the director or
officer in connection with the proceeding; provided, however, that if the
proceeding is one by, or in the right of the corporation, indemnification is
not permitted with respect to any proceeding in which the director or officer
has been adjudged to be liable to the corporation. In addition, a director or
officer may not be

                                      II-1
<PAGE>

indemnified with respect to any proceeding charging improper personal benefit
to the director or officer adjudged to be liable on the basis that personal
benefit was improperly received. The termination of any proceeding by
conviction or upon a plea of nolo contendere or its equivalent creates a
rebuttable presumption that the director or officer did not meet the requisite
standard of conduct required for permitted indemnification. The termination of
any proceeding by judgment, order or settlement, however, does not create a
presumption that the director or officer failed to meet the requisite standard
of conduct for permitted indemnification. HCPI has provided for the benefit of
its directors and officers, a Directors and Officers Liability Policy.

Item 16. Exhibits.

   See Exhibit Index.

Item 17. Undertakings.

   (a) The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this registration statement:

     (A) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933 (the "Securities Act"):

     (B) To reflect in the prospectus any facts or events arising after the
        effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information in the
        registration statement. Notwithstanding the foregoing, any increase
        or decrease in volume of securities offered (if the total dollar
        value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the
        estimated maximum offering range may be reflected in the form of
        prospectus filed with the Securities and Exchange Commission (the
        "SEC") pursuant to Rule 424(b) if, in the aggregate, the changes in
        volume and price represent no more than a 20 percent change in the
        maximum aggregate offering price set for the in the "Calculation of
        Registration Fee" table in the effective registration statement.

     (C) To include any material information with respect to the plan of
        distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement; provided, however, that the information required to be
        included in a post-effective amendment by paragraphs (a)(1)(A) and
        (a)(1)(B) above may be contained in periodic reports filed by the
        registrant pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934, as amended (the "Exchange Act"), that are
        incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the
  Securities Act each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.

   (b) The undersigned registrant hereby undertakes, that, for purposes of
determining any liability under the Securities Act, each filing the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-2
<PAGE>

   (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

                                      II-3
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on the 13th day of November, 2000.

                                          HEALTH CARE PROPERTY INVESTORS, INC.


                                                  /s/ Kenneth B. Roath
                                          By: _________________________________
                                                      Kenneth B. Roath
                                                  Chairman, President and
                                                  Chief Executive Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below appoints Kenneth B. Roath and
James G. Reynolds, and both or either of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement and any subsequent registration statement
thereto pursuant to Rule 462(b) of the Securities Act, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys- in-fact and
agents, or either of them or their or his substitutes, may lawfully do or cause
to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:

<TABLE>
<CAPTION>
             Signature                           Title                   Date
             ---------                           -----                   ----

<S>                                  <C>                           <C>
      /s/ Kenneth B. Roath           Chairman, President, Chief    November 13, 2000
____________________________________  Executive Officer and
          Kenneth B. Roath            Director (Principal
                                      Executive Officer)

     /s/ James G. Reynolds           Executive Vice President and  November 13, 2000
____________________________________  Chief Financial Officer
         James G. Reynolds            (Principal Financial
                                      Officer)

       /s/ Devasis Ghose             Senior Vice President and     November 13, 2000
____________________________________  Treasurer (Principal
           Devasis Ghose              Accounting Officer)

       /s/ Paul V. Colony            Director                      November 13, 2000
____________________________________
           Paul V. Colony
</TABLE>

                                      II-4
<PAGE>

<TABLE>
<CAPTION>
             Signature                           Title                   Date
             ---------                           -----                   ----

<S>                                  <C>                           <C>
   /s/ Robert R. Fanning, Jr.        Director                      November 13, 2000
____________________________________
       Robert R. Fanning, Jr.

      /s/ Michael D. McKee           Director                      November 13, 2000
____________________________________
          Michael D. McKee

      /s/ Orville E. Melby           Director                      November 13, 2000
____________________________________
          Orville E. Melby

   /s/ Harold M. Messmer, Jr.        Director                      November 13, 2000
____________________________________
       Harold M. Messmer, Jr.

       /s/ Peter L. Rhein            Director                      November 13, 2000
____________________________________
           Peter L. Rhein
</TABLE>

                                      II-5
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
 <C>  <S>
  5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the validity of
      the common stock being registered.

 23.1 Consent of Arthur Andersen LLP.

 23.2 Consent of Ballard Spahr (included in exhibit 5.1).

 24.1 Power of Attorney (contained on page II-4).

 99.1 Dividend Reinvestment and Stock Purchase Plan
</TABLE>

                                      II-6


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