<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NATIONWIDE HEALTH PROPERTIES,INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF NATIONWIDE HEALTH PROPERTIES, INC.]
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 21, 1995
To the Stockholders:
The Annual Meeting of Stockholders of Nationwide Health Properties, Inc. (the
"Company") will be held at The Sutton Place Hotel, 4500 MacArthur Boulevard,
Newport Beach, California on April 21, 1995 at 1:00 p.m., for the following
purposes:
1. To elect three directors;
2. To ratify the selection of Arthur Andersen LLP as independent
accountants for the year ending December 31, 1995; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The nominees for election as directors are Milton J. Brock, Jr., David R.
Banks and Jack D. Samuelson, each of whom is currently serving as a director of
the Company.
The Board of Directors has fixed the close of business on March 10, 1995 as
the record date for the determination of stockholders who are entitled to
notice of and to vote at the meeting, or any adjournments thereof.
We encourage you to attend the meeting. Whether you are able to attend or
not, we urge you to indicate your vote on the enclosed proxy card FOR the
election of the directors named in the attached Proxy Statement and FOR the
ratification of the selection of Arthur Andersen LLP as independent accountants
for the year ending December 31, 1995. Please sign, date and return the proxy
card promptly in the enclosed envelope. If you attend the meeting, you may vote
in person even if you have previously mailed a proxy card.
By Order of the Board of Directors
R. Bruce Andrews
President and Chief Executive
Officer
March 17, 1995
Newport Beach, California
<PAGE>
NATIONWIDE HEALTH PROPERTIES, INC.
4675 MACARTHUR COURT, SUITE 1170
NEWPORT BEACH, CALIFORNIA 92660
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 21, 1995
The accompanying proxy is solicited by the Board of Directors of Nationwide
Health Properties, Inc. (the "Company") to be voted at the Annual Meeting of
Stockholders to be held April 21, 1995, and at any adjournments of the meeting.
It is anticipated that this proxy material will be mailed on or about March 17,
1995.
A stockholder giving a proxy has the power to revoke it at any time before it
is exercised. A proxy may be revoked by filing with the Secretary of the
Company (i) an instrument revoking the proxy or (ii) a duly executed proxy
bearing a later date. The powers of the proxy holders will be suspended if the
person executing the proxy is present at the meeting and elects to vote in
person. If the proxy is neither revoked nor suspended, it will be voted by
those therein named.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The outstanding voting securities of the Company as of March 10, 1995
consisted of 18,271,379 shares of Common Stock, par value $.10 per share
("Common Stock"). Stockholders of record as of the close of business on March
10, 1995 are entitled to notice of and to vote at the meeting and any
adjournments thereof. Each holder of shares of Common Stock is entitled to one
vote per share on all matters properly brought before the meeting. Shares
represented by proxy or in person at the Annual Meeting will be tabulated by
the inspector of elections appointed for the meeting and who will also
determine whether or not a quorum is present. The inspector of elections will
treat abstentions as shares that are present and entitled to vote for purposes
of determining the presence of a quorum and (except as noted below) as shares
present for other purposes but as unvoted for purposes of determining the
approval of any matter submitted to the stockholders for a vote. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter.
Stockholders are not permitted to cumulate votes for the purpose of electing
directors or otherwise.
The following table sets forth the names of those shareholders known to the
Company to be the beneficial owners of more than 5% of the Company's
outstanding Common Stock at December 31, 1994.
<TABLE>
<CAPTION>
COMMON STOCK PERCENT OF
BENEFICIALLY OUTSTANDING
BENEFICIAL OWNER OWNED SHARES
---------------- ------------ -----------
<S> <C> <C>
Scudder, Stevens & Clark, Inc.................. 1,316,800(1) 7.22%
345 Park Avenue
New York, NY 10154
Cohen and Steers Capital Management, Inc....... 960,100(2) 5.26%
757 Third Avenue
New York, NY 10017
</TABLE>
- --------
(1) Scudder, Stevens & Clark, Inc. had sole dispositive power with respect to
1,316,800 shares, sole voting power with respect to 328,500 shares and
shared voting power with respect to 492,200 shares. Share ownership numbers
are based on information as of December 31, 1994 obtained from a Schedule
13G filed with the Securities and Exchange Commission by Scudder, Stevens &
Clark, Inc.
(2) Cohen and Steers Capital Management, Inc. had sole dispositive power with
respect to 960,100 shares and sole voting power with respect to 873,100 of
such shares. Share ownership numbers are based on information as of
December 31, 1994 obtained from a Schedule 13G filed with the Securities
and Exchange Commission by Cohen and Steers Capital Management, Inc.
<PAGE>
PROPOSAL I
ELECTION OF DIRECTORS
Pursuant to the Company's Articles of Incorporation, the directors have been
divided into three groups. At the meeting, three directors will be elected in
one group to hold office for a term of three years or, in each case, until
their respective successors shall have been duly elected and qualified. The
remaining directors shall continue in office until their respective terms
expire and until their successors have been duly elected and qualified.
The nominees for election to the three positions of director to be voted upon
at the meeting are Milton J. Brock, Jr., David R. Banks and Jack D. Samuelson.
Unless authority to vote for the election of directors has been specifically
withheld, the persons named in the accompanying proxy intend to vote for the
election of Messrs. Brock, Banks and Samuelson to hold office as directors for
a term of three years each or until their respective successors have been duly
elected and qualified. The affirmative vote of a majority of all votes cast at
the Annual Meeting is required for the election of directors.
If any nominee becomes unavailable for any reason (which event is not
anticipated), the shares represented by the enclosed proxy may (unless such
proxy contains instructions to the contrary) be voted for such other person or
persons as may be determined by the holders of such proxies. In no event would
the proxy be voted for more than three nominees.
The following information relates to the nominees for election as directors
of the Company, the other persons whose terms as directors continue after the
meeting, certain executive officers, and all directors and executive officers
of the Company as a group:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY
EXPIRATION OWNED AT
OF TERM AS FEBRUARY 28,
NAME AGE POSITION DIRECTOR(1) 1995(2)
---- --- -------- ----------- ------------
<S> <C> <C> <C> <C>
Milton J. Brock, Jr*x... 79 Chairman of the Board and Director 1995 19,700(3)
R. Bruce Andrews*x...... 54 President, Chief Executive Officer 1996 60,433
and Director
David R. Banks+*........ 58 Director 1995 10,100
Sam A. Brooks, Jr.*..... 56 Director 1997 7,400
Robert H. Finch(S)+..... 69 Director 1997 4,400
Charles D. Miller(S)+x.. 67 Director 1996 20,500
Jack D. Samuelson*...... 70 Director 1995 600
Mark L. Desmond......... 36 Vice President and Treasurer 20,000
Gary E. Stark........... 39 Vice President and General Counsel 4,500
T. Andrew Stokes........ 47 Vice President of Development 5,750
All directors and executive officers as a group (10 persons)............... 153,383(3)
</TABLE>
- --------
* Member of Investment Committee
(S) Member of Audit Committee
+ Member of Compensation Committee
x Member of Nominating Committee
(1) All directors were first elected in 1985, except R. Bruce Andrews, who was
elected in October 1989 and Jack D. Samuelson, who was elected in October
1994.
(2) Except as otherwise noted, all shares are owned beneficially with sole
voting and investment power. Included in the amounts above are 1,700 shares
with respect to Mr. Desmond and All Directors and Executive Officers as a
group, which are subject to options granted under the Company's 1989 Stock
Option Plan that are exercisable within 60 days of February 28, 1995. In
each instance, and in the aggregate for all directors and executive
officers as a group, shares owned represent less than 1% of the outstanding
Common Stock.
2
<PAGE>
(3) Such amount includes 800 shares held in trusts for certain of Mr. Brock's
family members, of which Mr. Brock serves as trustee, and 16,500 shares
held in a trust, of which Mr. Brock and his wife serve as trustees. Such
amount does not include 3,000 shares owned by Mr. Brock's wife, as to which
Mr. Brock disclaims any beneficial interest.
MILTON J. BROCK, JR.--Chairman of the Board of the Company since September
1989 and a director of the Company since its inception. Mr. Brock served as
President and Chief Executive Officer of the Company from June 1988 to
September 1989. Mr. Brock began his career in 1940 with M. J. Brock & Sons,
Inc., a real estate contractor and developer, and was elected President in
1959, Chairman and Chief Executive Officer in 1973 and Chairman Emeritus in
1985 upon his retirement. Mr. Brock was a director of Bank of America REIT (now
BRE Properties) from its inception until his retirement in 1985, and had served
for 26 years as a director of Hollywood Presbyterian Medical Center.
R. BRUCE ANDREWS--President and Chief Executive Officer of the Company since
September 1989 and a director of the Company since October 1989. Mr. Andrews
had previously served as a director of American Medical International, Inc., a
hospital management company, and served as its Chief Financial Officer from
1970 to 1985 and its Chief Operating Officer in 1985 and 1986. From 1986
through 1989, Mr. Andrews was engaged in various private investments. Mr.
Andrews is also a director of ReadiCare, Inc. and Alexander Haagen Properties,
Inc.
DAVID R. BANKS--Director. Mr. Banks has served as Chairman, President and
Chief Executive Officer of Beverly Enterprises, Inc., an operator of nursing
facilities, pharmacies and pharmacy-related outlets, since March 1990. Mr.
Banks joined Beverly Enterprises, Inc. as President and Chief Operating Officer
in October 1979 and was elected President and Chief Executive Officer in May
1989. He has been a director of Beverly Enterprises, Inc. since September 1979.
Mr. Banks is also a director of Wal-Mart Stores, Inc., Ralston Purina Company
and Wellpoint Health Networks Inc. Mr. Banks was Chairman of the Board of the
Company from its inception until June 1988.
SAM A. BROOKS, JR.--Director. Mr. Brooks has been President of MedCare
Investment Corporation, a health care investment company, since May 1991. Mr.
Brooks was Chairman of Rivendell of America, an operator of in-patient
psychiatric facilities, from June 1989 to April 1991. Mr. Brooks is a director
of Kinetic Concepts, Inc., PhyCor, Inc. and Quorum Health Group, Inc. Mr.
Brooks was Chairman of the Board of the Company from June 1988 to September
1989. Mr. Brooks served as President and Chief Executive Officer of the Company
from its inception until June 1988. Mr. Brooks was the Chief Financial Officer
of Hospital Corporation of America, a hospital management company, from 1970 to
1985.
ROBERT H. FINCH--Director. Mr. Finch is an attorney specializing in health
care matters, a position he has held for more than five years. Mr. Finch is a
former Secretary of the Department of Health, Education and Welfare and a
former Lieutenant Governor of California. Mr. Finch is a director of ICN
Pharmaceuticals, Inc., Geothermal Surveys, Inc. and serves as trustee of the
Huntington Memorial Hospital.
CHARLES D. MILLER--Director. Mr. Miller has served as the Chairman and Chief
Executive Officer of Avery Dennison Corporation, a manufacturer of self-
adhesive materials, labels and office products, since 1983. Mr. Miller is also
a director of Great Western Financial Corporation, SCE Corp. and Pacific Mutual
Life Insurance Company.
JACK D. SAMUELSON--Director. Mr. Samuelson co-founded Samuelson Brothers, a
real estate contractor and developer, in 1946 and has served as President and
Chairman of the Board since 1957.
3
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors held seven meetings during 1994. During that period,
no director attended fewer than 75% of all meetings of the Board and of
committees on which he served.
The Audit Committee, which met twice in 1994, selects the Company's
independent accountants, fixes the compensation to be paid to such accountants,
reports to the Board with respect to the scope of audit procedures and
determines whether certain policies and procedures of the Company are being
complied with.
The Investment Committee, which held eight meetings during 1994, has the
power to approve the Company's investments and reviews the Company's investment
policies.
The Compensation Committee, which held one meeting in 1994, has been
delegated the functions of the Board with respect to the compensation of the
Company's key management personnel, and administration of the Company's Stock
Option Plan and Deferred Compensation Plan.
The Nominating Committee, which met twice in 1994, reviews candidates for
director suggested by management, directors, stockholders and others and makes
recommendations to the Board of Directors regarding the composition of the
Board of Directors and selection of individual candidates for election to the
Board of Directors. Suggestions by stockholders for candidates should be
submitted in writing, accompanied by biographical material for evaluation, and
sent to the office of the President, Nationwide Health Properties, Inc., 4675
MacArthur Court, Suite 1170, Newport Beach, California 92660.
Non-employee directors receive compensation for their Board service in the
amount of $23,000 per year. The Chairman receives an additional $12,000 per
year. Committee chairmen receive additional compensation for their Board
Committee service in the amount of $3,600 per year. Non-employee directors also
receive $1,000 for attendance at each meeting of the Board and $500 for
attendance at each committee meeting. The Company reimburses directors for
travel expenses incurred in connection with their duties as directors of the
Company.
In addition, non-employee directors are eligible to participate in the
Retirement Plan for Directors (the "Directors' Retirement Plan"), whereby
individuals who were directors as of January 1, 1990 and subsequently terminate
their service as a director with at least five years of service are entitled to
receive an annual retirement benefit from the Company equal to the aggregate
annual director retainer in effect at the time of the eligible director's
termination from the Board. The current retainer amount is $23,000 per year.
Any increases in the annual retainer which take effect after an eligible
director's termination from the Board will automatically operate to increase
the annual retirement benefit under the Directors' Retirement Plan.
Benefits under the Directors' Retirement Plan will be paid for a period equal
to the number of years of service that the eligible director served on the
Board. Upon the death of an eligible director, any benefits under the
Directors' Retirement Plan will be paid to his or her surviving spouse in
accordance with the same payment schedule set forth above until receipt of the
maximum benefit to which the eligible director would have been entitled had he
or she survived or until the death of the eligible spouse, whichever occurs
first.
4
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth for the years ended December 31, 1994, 1993
and 1992, the compensation for services in all capacities to the Company of
those persons who were at December 31, 1994 (i) the chief executive officer and
(ii) the other highly compensated executive officers of the Company whose total
1994 salary and bonus exceeded $100,000 (the "Named Executive Officers"). No
other individuals served as executive officers during 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL RESTRICTED
COMPENSATION STOCK AWARDS
------------------ ------------
NAME AND PRINCIPAL ALL OTHER
POSITION YEAR SALARY($) BONUS($) ($)(1) COMPENSATION($)(2)
- ------------------ ---- --------- -------- ------------ ------------------
<S> <C> <C> <C> <C> <C>
R. Bruce Andrews, Presi-
dent...................... 1994 $346,500 $210,000 $238,688 $13,860
& Chief Executive Officer 1993 330,000 165,000 233,625 13,200
1992 300,000 200,000 188,438 12,000
Mark L. Desmond, Vice...... 1994 120,000 50,000 53,438 4,800
President & Treasurer 1993 115,000 34,500 50,063 4,600
1992 105,000 31,500 42,188 4,200
T. Andrew Stokes, Vice..... 1994 120,000 50,000 53,438 4,800
President, Development 1993 115,000 34,500 25,031 4,238
1992 46,115 13,835 45,750 1,658
Gary E. Stark, Vice........ 1994 114,000 34,200 53,438 --
President & General Counsel 1993 105,000 31,500 50,603 --
1992 -- -- -- --
</TABLE>
- --------
(1) Restricted stock awards vest five years after the date of issuance. Dollar
amounts shown equal the number of shares of restricted stock awarded
multiplied by the stock price on award date, without giving effect to the
diminution of value attributable to the restrictions on such stock. The
table below shows the number and value of the aggregate restricted stock
holdings as of December 31, 1994 of each Named Executive Officer:
<TABLE>
<CAPTION>
SHARES VALUE
------ --------
<S> <C> <C>
R. Bruce Andrews.......................................... 20,400 $729,300
Mark L. Desmond........................................... 4,500 160,875
T. Andrew Stokes.......................................... 3,750 134,063
Gary E. Stark............................................. 3,000 107,250
</TABLE>
The value of the aggregate restricted stock holdings is based upon the
closing price of the Common Stock on December 31, 1994 of $35.75, without
giving effect to the diminution of value attributable to the restrictions
on such stock. Dividends are paid on the restricted stock at the same rate
that the Company pays dividends on all of its shares of Common Stock.
(2) Such amounts represent the Company's matching contribution to the Named
Executive Officers' deferred compensation plan accounts.
5
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to the Named
Executive Officers concerning the exercise of stock options during 1994 and
unexercised stock options held as of December 31, 1994. During 1994, no options
were granted to any of the Named Executive Officers.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
YEAR-END(#) YEAR-END($)(A)
------------------------- -------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE(#) REALIZED($)(A) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R. Bruce Andrews........ 10,000 $210,000 -- -- -- --
Mark L. Desmond......... 400 $ 8,400 2,600 -- $63,700 --
</TABLE>
- --------
(A) Market value of the underlying securities at exercise date or year-end, as
the case may be, minus the exercise price of "in-the-money" stock options.
EXECUTIVE EMPLOYMENT SECURITY POLICY
The Company has adopted an Executive Employment Security Policy which
provides generally that if, within three years following a change of control of
the Company, the employment of any plan participant is terminated, except under
defined circumstances, the participant shall be entitled to receive payments
equal to his highest compensation for twelve to thirty-six months depending
upon the participant's length of employment. Such payments would be reduced by
one-half of any compensation received from any new employment. R. Bruce Andrews
and Mark L. Desmond have been designated plan participants.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Banks serves as Chairman, President and Chief Executive Officer of
Beverly Enterprises, Inc. Mr. Banks is a member of the Company's Compensation
Committee and was Chairman of the Board of Directors of the Company from its
inception until June 1988. At December 31, 1994, Beverly Enterprises, Inc. or
its subsidiaries ("Beverly") leased and operated 48 of the Company's 144 owned
facilities and had mortgage notes payable to the Company of approximately
$2,824,000, which are secured by facilities owned by Beverly. Beverly paid
aggregate rent, including additional rent, and interest payments of
approximately $22,776,000 to the Company in 1994. The aggregate minimum rental
payable in 1995 by Beverly to the Company for the 48 facilities leased and
operated as of December 31, 1994 will be approximately $15,559,000. Additional
rent, based upon increased net patient revenues of such facilities, may also be
payable by Beverly to the Company in 1995. The aggregate interest payable in
1995 by Beverly to the Company for the mortgage loans will be approximately
$420,000.
REPORT OF THE COMPENSATION COMMITTEE
WITH RESPECT TO EXECUTIVE COMPENSATION
As members of the Compensation Committee, it is our duty to administer the
Company's various incentive plans, including its stock incentive plan, its
annual bonus plan and its deferred compensation plan. In addition, we review
compensation levels of members of management, evaluate the performance of
management, consider management succession and related matters. The Committee
reviews with the Board in detail all aspects of compensation for the Company's
executive officers.
The compensation policy of the Company, which is endorsed by the Committee,
is that a substantial portion of the annual compensation of each officer
relates to and is contingent upon the performance of the Company, as well as
the individual contribution of each officer. As a result, much of an executive
officer's compensation is "at risk" with annual bonus and stock award
compensation amounting to a significant portion of each executive officer's
total compensation.
6
<PAGE>
EXECUTIVE COMPENSATION COMPONENTS
The Company's executive compensation is based on three key components, each
of which is intended to serve the Company's overall compensation philosophy.
BASE SALARY. Salaries for executives are reviewed by the Compensation
Committee on an annual basis and may be increased upon a subjective assessment
of the individual executive's contribution to the Company as well as
competitive pay levels. Base salary is intended to be set at a level
competitive to amounts paid to executive officers of companies with similar
business structure, size and marketplace orientation. The consideration of
competitive salaries is subjective and is based on the business experience of
the members of the Compensation Committee and is not based on a specific list
of companies, the comparable performance of such other companies, or on target
levels tied to salaries of comparable companies.
ANNUAL BONUS. Annual bonuses are awarded in cash based upon a subjective
evaluation of the performance of each executive officer and a subjective
evaluation of the performance of the Company as a whole. The performance
evaluation of the Company is based on subjective and objective factors,
including total return to stockholders, growth in per share funds from
operations, asset growth, credit quality and the perception of the Company by
industry analysts; however, no specific targets are assigned or established by
the Compensation Committee for these criteria.
STOCK OPTION PLAN. All of the executive officers participate in the Company's
Stock Option Plan. That plan's primary purpose is to offer an incentive for
long-term performance of the Company. The plan provides for awards of
restricted stock, grants of options and stock appreciation rights. The Company
retained the services of an independent compensation consultant in 1992 to
provide the Compensation Committee with expertise on the types of stock
incentives to be available through the Company's stock option plan and the
level of awards under the plan.
Since 1992, awards of restricted stock have been made annually to the
executive officers of the Company. Such restricted stock vests five years after
the date of award and is intended to build each executive officer's equity
interest in the Company as well as provide incentives for the long-term
performance of the Company. Awards to executive officers other than the Chief
Executive Officer have ranged between 1,500 to 2,000 shares per year. Awards to
the Chief Executive Officer during 1994, 1993 and 1992 were 6,700 shares, 7,000
shares and 6,700 shares, respectively. The levels of such awards were
determined in part by reference to the recommendations of the independent
compensation consultant, including consideration of the amounts previously
awarded to the executive officers, and by a subjective assessment of the
performance of the Company similar to that described above under Annual Bonus.
The levels of awards made and the proportion of total compensation payable
through restricted stock awards is not subject to any fixed formula.
CEO COMPENSATION
Mr. Andrews' salary for 1994 was set by the Compensation Committee at its
January 1994 meeting. Mr. Andrews' base salary was increased $16,500 to
$346,500 in light of salaries being paid to other similarly situated CEO's as
determined based on the business experience of the members of the Compensation
Committee and in recognition of the Company's performance in 1993 under his
leadership.
Mr. Andrews' bonus with respect to 1994 was $210,000, or 61% of his base
salary for 1994, and was awarded based upon a subjective evaluation of Mr.
Andrews' performance and of the Company as a whole as described under Annual
Bonus above.
Mr. Andrews was awarded 6,700 shares of restricted stock during January 1994,
or 69% of his base salary based on the market value of the stock on the award
date. The purpose of this award was to provide a long-term incentive to Mr.
Andrews as the stock vests on the fifth anniversary of the award date. The
award was based upon a subjective evaluation of Mr. Andrews' performance and
that of the Company as a whole.
7
<PAGE>
The Compensation Committee has considered the anticipated tax treatment to
the Company regarding the compensation and benefits paid to the executive
officers of the Company in light of the enactment of Section 162(m) of the
Internal Revenue Code of 1986, as amended. The basic philosophy of the
Compensation Committee is to strive to provide such executive officers with a
compensation package which will preserve the deductibility of such payments for
the Company. However, certain types of compensation payments and their
deductibility depend upon the timing of an executive officer's vesting or
exercise of previously granted rights. Moreover, interpretations of and changes
in the tax laws and other factors beyond the Compensation Committee's control
may affect the deductibility of certain compensation payments. The Compensation
Committee will consider various alternatives to preserve the deductibility of
compensation payments and benefits to the extent reasonably practicable and to
the extent consistent with its other compensation objectives.
March 17, 1995 Compensation Committee
David R. Banks
Robert H. Finch
Charles D. Miller
8
<PAGE>
PERFORMANCE GRAPH
The following graph demonstrates the performance of the cumulative total
return to the stockholders of the Company's Common Stock during the previous
five years in comparison to the cumulative total return on the National
Association of Real Estate Investment Trusts' (NAREIT) Equity Index and the
Standard & Poor's 500 Stock Index. The NAREIT Equity Index is comprised of all
tax-qualified, equity oriented, real estate investment trusts listed on the New
York Stock Exchange, the American Stock Exchange or the NASDAQ National Market
System.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG NATIONWIDE HEALTH PROPERTIES, INC., S&P 500 AND NAREIT EQUITY INDEX
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION> NATIONWIDE NAREIT
Measurement Period HEALTH S&P EQUITY
(Fiscal Year Covered) PROPERTIES, INC. 500 INDEX INDEX
- ------------------- ---------------- --------- ----------
<S> <C> <C> <C>
Measurement Pt- 12/89 $100 $100 $100
FYE 12/90 $147.5 $ 96.9 $ 84.65
FYE 12/91 $251.14 $126.42 $114.86
FYE 12/92 $323.88 $136.05 $131.62
FYE 12/93 $377.92 $149.76 $157.49
FYE 12/94 $408.35 $151.74 $162.49
</TABLE>
IT SHOULD BE NOTED THAT THIS GRAPH REPRESENTS HISTORICAL STOCK PRICE
PERFORMANCE AND IS NOT NECESSARILY INDICATIVE OF ANY FUTURE STOCK PRICE
PERFORMANCE.
THE FOREGOING REPORT OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE GRAPH
THAT APPEARS IMMEDIATELY AFTER SUCH REPORT SHALL NOT BE DEEMED TO BE SOLICITING
MATERIAL OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 OR INCORPORATED
BY REFERENCE IN ANY DOCUMENT SO FILED.
9
<PAGE>
PROPOSAL II
RATIFICATION OF APPOINTMENT OF AND
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company has selected Arthur Andersen LLP as its auditors for the year
ending December 31, 1995, subject to ratification by stockholders. Arthur
Andersen LLP audited the Company's financial statements for the year ended
December 31, 1994 and has been the Company's auditors since the Company's
inception in 1985.
If the stockholders do not ratify the selection of Arthur Andersen LLP, the
selection of independent accountants will be considered by the Board of
Directors, although the Board of Directors would not be required to select
different independent accountants for the Company. The Board of Directors
retains the power to select another firm as independent accountants for the
Company to replace the firm whose selection was ratified by the Company's
stockholders in the event the Board of Directors determines that the best
interest of the Company warrants a change of its independent accountants.
Representatives of Arthur Andersen LLP are expected to be present at the
meeting and will be given the opportunity to make a statement if they desire to
do so. It is expected that they will be available to respond to appropriate
questions from stockholders at the meeting.
STOCKHOLDER PROPOSALS
November 17, 1995 is the date by which proposals of stockholders intended to
be presented at the 1996 Annual Meeting of Stockholders must be received by the
Company for inclusion in the Company's proxy statement and form of proxy
relating to that meeting.
EXPENSES OF SOLICITATION
The total cost of this solicitation will be borne by the Company. In addition
to use of the mails, proxies may be solicited by directors and officers of the
Company personally and by telephone or telegraph. The Company may reimburse
persons holding shares in their own names or in the names of the nominees for
expenses they incur in obtaining instructions from beneficial owners of such
shares. The Company has also engaged D.F. King, Inc. to deliver proxies for a
fee of approximately $1,500 plus out-of-pocket expenses.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission ("SEC") and the New York Stock Exchange
initial reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of the Company. Executive officers, directors
and greater than ten-percent stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely a on review of the copies of such
reports furnished to the Company, all Section 16(a) filing requirements
applicable to its executive officers and directors were complied with, except
that the Form 3 for Jack D. Samuelson was not filed timely following his
election to the Board of Directors of the Company.
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OTHER MATTERS
A copy of the annual report of the Company for the year ended December 31,
1994, including financial statements, is enclosed herewith. THE COMPANY WILL
PROVIDE WITHOUT CHARGE TO ANY PERSON SOLICITED HEREBY, UPON THE WRITTEN REQUEST
OF SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1994 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH
REQUESTS SHOULD BE DIRECTED TO MARK L. DESMOND, TREASURER OF THE COMPANY, AT
4675 MacARTHUR COURT, SUITE 1170, NEWPORT BEACH, CALIFORNIA 92660.
The Board of Directors knows of no other business to be presented at the
meeting, but if other matters do properly come before the meeting, it is
intended that the persons named in the proxy will vote on such matters in
accordance with their best judgment.
R. Bruce Andrews
President and Chief Executive Officer
March 17, 1995
Newport Beach, California
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NATIONWIDE HEALTH PROPERTIES, INC. P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mark L. Desmond, Don M. Pearson and Gary E.
Stark, and each of them, as proxies, each with the power to appoint his
substitute, to represent and to vote as designated below, all the shares of
Common Stock of Nationwide Health Properties, Inc. held of record by the
undersigned on March 10, 1995, at the Annual Meeting of Stockholders to be held
on April 21, 1995 and at any adjournment thereof.
1. ELECTION OF DIRECTORS
FOR each nominee listed below WITHHOLD AUTHORITY
(except as marked to the contrary below)[_] To vote for each nominee below[_]
MILTON J. BROCK, JR., DAVID R. BANKS AND JACK D. SAMUELSON
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
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2. APPROVAL OF [_] DISAPPROVAL OF [_] ABSTENTION WITH RESPECT TO [_]
the proposal to ratify the selection of Arthur Andersen LLP as independent
accountants for the year ending December 31, 1995.
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and at any adjournment
thereof.
This Proxy when properly executed will be voted in the manner directed herein
by the undersigned. If no specification is made, the Proxy will be voted FOR
proposals 1 and 2.
If any nominee named above declines or is unable to serve as a director, the
persons named as proxies, and each of them, shall have full discretion to vote
for any other person who may be nominated.
NOTE: Please sign exactly as name appears on this Proxy. When shares are held
by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated: , 1995
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Signature of Stockholder(s)
Please sign, date and return today
in the enclosed envelope. This
Proxy will not be used if you
attend the meeting in person and so
request.
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