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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 28, 2000
HEALTH CARE PROPERTY INVESTORS, INC.
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(Exact name of registrant as specified in its charter)
Maryland 001-08895 33-0091377
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
4675 MacArthur Court, Suite 900, Newport Beach, CA 92660
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(Address of principal executive offices) (Zip Code)
(949) 221-0600
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(Registrant's telephone number, including area code)
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(former name or former address, if changed since last report)
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Item 5. Other Events.
a. Adoption of Rights Plan:
On June 20, 2000 the Board of Directors of Health Care Property
Investors, Inc. (the "Company") adopted a Stockholder Rights Plan.
In connection with the Rights Plan, the Board of Directors of the
Company declared a dividend of one preferred share purchase right (the "Rights")
for each outstanding share of common stock, par value $1.00 per share (the
"Common Shares"), of the Company outstanding at the close of business on July
28, 2000 (the "Record Date"). Each Right will entitle the registered holder
thereof, after the Rights become exercisable and until one year after the
effective date of the Rights Plan (or the earlier redemption, exchange or
termination of the Rights), to purchase from the Company one one-hundredth
(1/100th) of a share of Series D Junior Participating Preferred Stock, par value
$1.00 per share (the "Preferred Shares"), at a price of $95 per one
one-hundredth (1/100th) of a Preferred Share, subject to certain anti-dilution
adjustments (the "Purchase Price"). Until the earlier to occur of (i) ten (10)
days following a public announcement that a person or group of affiliated or
associated persons has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the Common Shares (an "Acquiring Person") or (ii)
ten (10) business days (or such later date as may be determined by action of the
Board of Directors prior to such time as any person or group of affiliated
persons becomes an Acquiring Person) following the commencement or announcement
of an intention to make a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or group of 15% or
more of the Common Shares (the earlier of (i) and (ii) being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificate. The Rights will be transferred with and only with the Common
Shares until the Distribution Date or earlier redemption or expiration of the
Rights. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights. The Rights will at no time have any voting rights.
Each Preferred Share purchasable upon exercise of the Rights will be
entitled, when, as and if declared, to a minimum preferential quarterly dividend
payment of $1.00 per share but will be entitled to an aggregate dividend of 100
times the dividend, if any, declared per Common Share. In the event of
liquidation, dissolution or winding up of the Company, the holders of the
Preferred Shares will be entitled to a preferential liquidation payment of $100
per share plus any accrued but unpaid dividends but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes and will vote together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
100 times the amount received per Common Share. Preferred Shares will not be
redeemable. These Rights are protected by customary anti-dilution provisions.
Because of the nature of the Preferred Share's dividend, liquidation and voting
rights, the value of one
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one-hundredth of a Preferred Share purchasable upon exercise of each Right
should approximate the value of one Common Share.
In the event that a Person becomes an Acquiring Person or if the Company
were the surviving corporation in a merger with an Acquiring Person or any
affiliate or associate of an Acquiring Person where the Common Shares were
changed or exchanged, each holder of a Right, other than Rights that are or were
acquired or beneficially owned by the Acquiring Person (which Rights will
thereafter be void), will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times the then current
Purchase Price of one Right. In the event that, after a person has become an
Acquiring Person, the Company were acquired in a merger or other business
combination transaction or more than 50% of its assets or earning power were
sold, proper provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a market
value of two times the then current Purchase Price of one Right.
At any time after a Person becomes an Acquiring Person and prior to the
earlier of one of the events described in the last sentence in the previous
paragraph or the acquisition by such Acquiring Person of 50% or more of the then
outstanding Common Shares, the Board of Directors may cause the Company to
exchange the Rights (other than Rights owned by an Acquiring Person which have
become void), in whole or in part, for Common Shares at an exchange rate of one
Common Share per Right (subject to adjustment).
The Rights may be redeemed in whole, but not in part, at a price of $.01
per Right (the "Redemption Price") by the Board of Directors at any time prior
to the time that an Acquiring Person has become such. The redemption of the
Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price for each Right so held.
The Rights will expire on July 27, 2010 (unless earlier redeemed,
exchanged or terminated). The Bank of New York is the Rights Agent.
The Purchase Price payable, and the number of one one-hundredths of a
Preferred Share or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to holders of the
Preferred Shares of certain rights or warrants to subscribe for or purchase
Preferred Shares or convertible securities at less than the current market price
of the Preferred Shares or (iii) upon the distribution to holders of the
Preferred Shares of evidences of indebtedness, cash, securities or assets
(excluding regular periodic cash dividends at a rate not in excess of 125% of
the rate of the last regular periodic cash dividend theretofore paid or, in case
regular periodic cash dividends have not theretofore been paid, at a rate not in
excess of 50% of the average net income per share of the Company for the four
quarters ended immediately prior to the payment of such dividend, or dividends
payable in Preferred Shares (which dividends will be subject to the adjustment
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described in clause (i) above)) or of subscription rights or warrants (other
than those referred to above).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company beyond those as an existing stockholder,
including, without limitation, the right to vote or to receive dividends.
Any of the provisions of the Rights Agreement dated as of July 27, 2000
between the Company and the Rights Agent (the "Rights Agreement") may be amended
by the Board of Directors of the Company for so long as the Rights are then
redeemable, and after the Rights are no longer redeemable, the Company may amend
or supplement the Rights Agreement in any manner that does not (i) adversely
affect the interests of the holder of the Rights, (ii) cause the Rights
Agreement again to become amendable (other than according to this paragraph), or
(iii) cause the Rights again to become redeemable.
One Right will be distributed to stockholders of the Company for each
Common Share owned of record by them on July 28, 2000. As long as the Rights are
attached to the Common Shares, the Company will issue one Right with each new
Common Share so that all such shares will have attached Rights. The Company has
agreed that, from and after the Distribution Date, the Company will reserve that
number of Preferred Shares sufficient to permit the exercise in full of all of
the outstanding Rights.
The rights are designed to assure that all of the Company's stockholders
receive fair and equal treatment in the event of any proposed takeover of the
Company and to guard against partial tender offers, open market accumulations
and other abusive tactics to gain control of the Company without paying all
stockholders a control premium. The Rights will cause substantial dilution to a
person or group that acquires 15% or more of the Company's stock on terms not
approved by the Company's Board of Directors. The Rights should not interfere
with any merger or other business combination approved by the Board of Directors
at any time prior to the first date that a Person or group has become an
Acquiring Person.
The Rights Agreement specifying the terms of the Rights and the text of
the press release announcing the declaration of the Rights, are incorporated
herein by reference as exhibits to this Current Report. The foregoing
description of the Rights is qualified in its entirety by reference to such
exhibits.
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Item 7. Exhibits
4.1 Rights Agreement, dated as of July 27, 2000, between Health Care
Property Investors, Inc. and The Bank of New York which includes the
form of Articles Supplementary of the Series D Junior Participating
Preferred Stock of Health Care Property Investors, Inc. as Exhibit A,
the form of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C.
99.1 Text of Press Release, dated June 23, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEALTH CARE PROPERTY INVESTORS, INC.
Dated: July 28, 2000 By: /s/ EDWARD J. HENNING
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Name: Edward J. Henning
Title: Vice President, General Counsel
and Corporate Secretary
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EXHIBIT INDEX
4.1 Rights Agreement, dated as of July 27, 2000, between Health Care
Property Investors, Inc. and The Bank of New York which includes the
form of Articles Supplementary of the Series D Junior Participating
Preferred Stock of Health Care Property Investors, Inc. as Exhibit A,
the form of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C.
99.1 Text of Press Release, dated June 23, 2000.
