<PAGE>
FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NO. 33-64798
SUBJECT TO COMPLETION, DATED MAY 22, 1995
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 12, 1993)
1,000,000 SHARES
[LOGO OF NATIONWIDE HEALTH PROPERTIES, INC.]
COMMON STOCK
----------------
Nationwide Health Properties, Inc. (the "Company") was organized to qualify
as a "real estate investment trust" to invest in health care related real
estate located throughout the United States, including long term health care
facilities, assisted living facilities and acute care and rehabilitation
hospitals.
The Company's shares of common stock, par value $.10 per share (the "Common
Stock"), are listed on the New York Stock Exchange (the "NYSE") under the
symbol "NHP." On May , 1995, the last reported sale price of the Common Stock
as reported by the NYSE was $ per share. All of the shares of Common Stock
offered hereby (the "Shares") are being sold by the Company.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share...................... $ $ $
----------------------------------------------------------------------------------------
Total(3)....................... $ $ $
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) For information regarding indemnification, see "Underwriting."
(2) Before deducting expenses payable by the Company estimated at $ .
(3) The Company has granted the Underwriters a 30-day option to purchase an
additional 150,000 Shares, solely to cover overallotments, if any. If the
option is exercised in full, the total "Price to Public," "Underwriting
Discounts and Commissions" and "Proceeds to Company" will be $ ,
$ and $ , respectively. See "Underwriting."
----------------
The Shares are offered by the Underwriters when, as and if delivered to and
accepted by the Underwriters and subject to various prior conditions, including
their right to reject orders in whole or in part. It is expected that delivery
of Share certificates will be made in New York, New York on or about June ,
1995.
NATWEST SECURITIES LIMITED
DEAN WITTER REYNOLDS INC.
PAINEWEBBER INCORPORATED
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MAY , 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL ON THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
For United Kingdom purchasers: The Shares may not be offered or sold in the
United Kingdom other than to persons whose ordinary business is to buy or sell
equity securities, whether as principal or agent (except in circumstances that
do not constitute an offer to the public within the meaning of the Companies
Act 1985), and this Prospectus Supplement may only be issued or passed on to
any person in the United Kingdom if that person is of a kind described in
Article 9(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1988, as amended.
S-2
<PAGE>
THE COMPANY
Nationwide Health Properties, Inc., a Maryland corporation organized in
October 1985 (the "Company"), is a real estate investment trust ("REIT") which
invests primarily in health care related facilities and provides financing to
health care providers. As of March 31, 1995, the Company had investments in 182
facilities located in 29 states. The facilities include 174 long-term health
care facilities, 6 assisted living facilities and 2 rehabilitation hospitals.
As of March 31, 1995, the Company had direct ownership of 139 long-term
health care facilities, 5 assisted living facilities and 2 rehabilitation
hospitals (the "Properties"). All of the Company's owned facilities are leased
under "net" leases (the "Leases"), which are accounted for as operating leases,
to 45 health care providers (the "Lessees") including Beverly Enterprises, Inc.
("Beverly"), Sun Healthcare Group, Inc., Horizon Healthcare Corporation, Living
Centers of America, Inc., GranCare Inc., Continental Medical Systems, Inc.,
Integrated Health Services, Inc. and NovaCare, Inc. Of the Lessees, only
Beverly is expected to account for more than 10% of the Company's revenue.
The Leases have initial terms ranging from 10 to 14 years, and most of the
Leases have 8 five-year renewal options. The Company earns fixed monthly
minimum rents and may earn periodic additional rents. The additional rent
payments are generally computed as a percentage of facility net patient
revenues in excess of base amounts. The base amounts, in most cases, are net
patient revenues for the first year of the lease. Most Leases contain cross
collateralization and cross default provisions tied to other Leases with the
same Lessee, as well as grouped lease renewals and grouped purchase options.
Obligations under the Leases have corporate guarantees, and leases covering 75
facilities are backed by irrevocable letters of credit or security deposits
which cover 1 to 13 months of monthly minimum rents. Under the terms of the
Leases, the Lessee is responsible for all maintenance, repairs, taxes and
insurance on the leased properties.
As of March 31, 1995, the Company held 22 mortgage loans secured by 35 long-
term health care facilities and 1 assisted living facility. Such loans had a
net book value of approximately $105,839,000 at March 31, 1995. The mortgage
loans have individual outstanding principal balances ranging from approximately
$987,000 to $13,180,000 and have maturities ranging from 1995 to 2024.
As of March 31, 1995, 48 of the Company's 146 owned facilities were being
leased to and operated by subsidiaries of Beverly. Beverly has guaranteed
certain obligations of its subsidiaries and of certain parties unaffiliated
with Beverly in connection with 23 properties operated by such parties. Rental
and interest income from Beverly accounted for 47%, 40%, 33% and 30% of the
Company's total revenues for the years ended December 31, 1992, 1993 and 1994
and the three months ended March 31, 1995, respectively. The Company expects
that as new facilities are acquired, an increasing percentage of its facilities
will be leased to operators unaffiliated with Beverly.
The Company anticipates providing lease or mortgage financing for health care
facilities to qualified operators and acquiring additional health care related
facilities, including long-term health care facilities, assisted living
facilities and acute care and rehabilitation hospitals. Financing for such
future investments may be provided by borrowings under the Company's bank line
of credit, private placements or public offerings of debt or equity, and the
assumption of secured indebtedness.
The Company operates so as to qualify as a REIT under Sections 856 through
860 of the Internal Revenue Code of 1986, as amended (the "Code"). As a REIT,
the Company distributes to its stockholders substantially all of its cash flow
from operations and, in any event, at least 95% of its taxable income. If the
Company qualifies for taxation as a REIT, it will generally not be subject to
federal corporate income taxes on its net income that is currently distributed
to stockholders. This treatment substantially eliminates the "double taxation"
(e.g. at the corporate and stockholder levels) that generally results from
investment in stock of a corporation.
The Company's principal executive offices are located at 4675 MacArthur
Court, Suite 1170, Newport Beach, California 92660 and its telephone number is
(714) 251-1211.
S-3
<PAGE>
RECENT DEVELOPMENTS
During 1994, the Company acquired 12 long-term health care facilities and 3
assisted living facilities in 9 separate transactions for an aggregate purchase
price of approximately $58,990,000. The facilities were concurrently leased
under terms generally similar to the Company's existing Leases. Additionally,
the Company provided mortgages on 8 long-term health care facilities and 1
assisted living facility in an aggregate amount of approximately $27,456,000.
The acquisitions and mortgage financing were funded by bank borrowings on the
Company's bank line of credit and by cash on hand.
During the three months ended March 31, 1995, the Company acquired 2 assisted
living facilities in 2 separate transactions for an aggregate purchase price of
approximately $11,400,000. The facilities were concurrently leased under terms
generally similar to the Company's existing Leases. The acquisitions were
funded by bank borrowings on the Company's bank line of credit and by cash on
hand.
During the first quarter of 1995, the Company issued $46,000,000 in medium-
term notes. The notes bear fixed interest at a weighted average interest rate
of 8.62% and have a weighted average maturity of 8.6 years. The proceeds were
used to repay borrowings on the Company's bank line of credit.
Subsequent to March 31, 1995, the Company acquired 1 assisted living facility
at a purchase price of approximately $5,025,000 and provided mortgages on 2
long-term health care facilities in an aggregate amount of approximately
$12,050,000. The Company also sold 2 facilities to Beverly, the lessee of such
facilities, for an aggregate purchase price of approximately $6,250,000 during
the same period. The Company received approximately $625,000 in cash and
mortgage notes in the amount of approximately $5,625,000 which are secured by
such facilities. The related gain of approximately $3,890,000 on such sale will
be deferred and will be recognized under the installment method of accounting
for sales of real estate. Subsequent to March 31, 1995, the Company issued an
additional $10,000,000 in medium-term notes bearing interest at a rate of 7.97%
and having a maturity of 8 years.
USE OF PROCEEDS
The Company intends to use the net proceeds of approximately $ (or $
assuming the exercise of the over-allotment option) received by it from this
offering for the repayment of indebtedness outstanding under the Company's
revolving bank line of credit and for general corporate purposes. As of May 16,
1995, the aggregate amount of such indebtedness was approximately $40,000,000,
having interest rates of between 7.3125% and 7.375% and a maturity date of
March 31, 1997. Such indebtedness was incurred for general corporate purposes,
including the acquisition of health care facilities and the funding of mortgage
loans secured by health care facilities. See "Recent Developments."
S-4
<PAGE>
SELECTED FINANCIAL DATA
The following selected consolidated financial information of the Company for
the five years ended December 31, 1994 has been derived from the Company's
audited consolidated financial statements, which have been audited by Arthur
Andersen LLP, independent accountants. The selected consolidated financial
information for the three month periods ended March 31, 1995 and 1994 has been
derived from the unaudited interim consolidated financial statements of the
Company and includes, in the opinion of management, all adjustments
(consisting only of normal recurring accruals) necessary for a fair
presentation of the financial position and results of operations as of and for
such periods. Such financial information has been derived from financial
information included in the Company's annual reports on Form 10-K and the
Company's quarterly reports on Form 10-Q. All such financial information
should be read in conjunction with the detailed information, consolidated
financial statements and related notes and applicable "Management's Discussion
and Analysis" included in the Annual Reports on Form 10-K and Quarterly
Reports on Form 10-Q for the periods ended March 31, 1995 and 1994.
SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
----------------- ----------------------------------------------
1995 1994 1994 1993 1992 1991 1990
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Revenues:
Minimum rent........... $ 12,806 $ 11,156 $ 47,805 $ 40,758 $ 38,062 $ 31,439 $ 26,981
Additional rent and
additional interest... 2,816 2,287 9,767 8,417 6,241 4,063 2,618
Interest and other
income................ 3,230 3,057 12,413 11,210 5,504 876 1,847
Gain on sale of
facilities............ -- -- -- -- 138 -- 92
Expenses:
Depreciation and non-
cash charges.......... 3,287 2,853 12,244 10,115 9,219 7,585 6,401
Interest and
amortization of
deferred financing
costs................. 3,324 1,920 9,921 6,186 8,162 4,849 5,640
General and
administrative........ 784 783 3,007 3,088 2,883 2,403 2,389
-------- -------- -------- -------- -------- -------- --------
Income before
extraordinary items.... 11,457 10,944 44,813 40,996 29,681 21,541 17,108
-------- -------- -------- -------- -------- -------- --------
Extraordinary items(1).. -- -- -- (2,004) -- (3,460) --
-------- -------- -------- -------- -------- -------- --------
Net income.............. $ 11,457 $ 10,944 $ 44,813 $ 38,992 $ 29,681 $ 18,081 $ 17,108
======== ======== ======== ======== ======== ======== ========
Dividends paid.......... 12,561 11,562 47,751 42,883 33,349 26,245 23,319
PER SHARE DATA:
Income before
extraordinary items.... $ 0.63 $ 0.60 $ 2.47 $ 2.33 $ 2.00 $ 1.68 $ 1.56
Net income.............. 0.63 0.60 2.47 2.22 2.00 1.41 1.56
Dividends paid.......... 0.6875 0.6375 2.6250 2.425 2.2275 2.06 1.90(3)
BALANCE SHEET DATA:
Investments in real
estate, net............ $510,375 $452,351 $501,862 $428,473 $380,539 $289,761 $222,573
Total assets............ 524,680 463,105 513,809 440,165 396,664 305,837 229,947
Bank borrowings......... 44,000 25,900 80,200 3,800 9,950 -- --
Senior notes due 2000-
2015................... 46,000 -- -- -- -- -- --
Notes and bonds payable. 20,363 22,842 20,520 23,047 32,116 33,124 39,352
Convertible debentures.. 65,000 65,000 65,000 65,000 -- -- --
Senior subordinated
convertible debentures. 2,277 4,065 2,690 8,609 44,455 50,000 --
Stockholders' equity.... 335,507 336,753 336,106 332,927 301,895 218,772 189,140
OTHER DATA:
Funds from
operations(2).......... $ 14,744 $ 13,797 $ 57,057 $ 51,111 $ 38,762 $ 29,126 $ 23,417
Weighted average shares
outstanding............ 18,264 18,099 18,178 17,594 14,867 12,837 10,956
</TABLE>
--------
(1) The Company incurred extraordinary charges representing the write-off of
unamortized deferred financing costs and fees in connection with
prepayments of substantial portions of the Company's secured debt.
(2) Industry analysts generally consider funds from operations to be an
alternative measure of performance of an equity REIT. Funds from
operations is generally defined as net income plus certain noncash items,
primarily depreciation and amortization (excluding amortization of
deferred financing costs) less gains on sales of facilities. Funds from
operations does not represent cash generated from operating activities as
defined by generally accepted accounting principles (funds from operations
does not include changes in operating assets and liabilities) and,
therefore, should not be considered as an alternative to net income as the
primary indicator of operating performance or to cash flow as a measure of
liquidity.
(3) Fourth quarter 1989 dividend of $.25 per share was paid on January 26,
1990 and is excluded from 1990 amount shown.
S-5
<PAGE>
PRICE RANGE OF SHARES AND DIVIDEND HISTORY
The Company's Common Stock is listed on the NYSE under the symbol "NHP." It
has been the Company's policy to declare quarterly dividends to holders of the
Common Stock so as to comply with applicable sections of the Code governing
REITs. Set forth below are the high and low sales prices of the Common Stock
from January 1, 1993 to May 16, 1995, as reported by the NYSE, and the
dividends declared by the Company during the periods shown. See the cover page
of this Prospectus Supplement for a recent per share sale price of the Common
Stock as reported by the NYSE.
<TABLE>
<CAPTION>
HIGH LOW DIVIDEND
------- ------- --------
<S> <C> <C> <C>
1993
First Quarter..................................... $39 $31 3/8 $0.5875
Second Quarter.................................... 40 35 1/4 0.6000
Third Quarter..................................... 41 5/8 37 1/8 0.6125
Fourth Quarter.................................... 42 1/2 34 1/2 0.6250
-------
Total............................................. $2.4250
=======
1994
First Quarter..................................... $42 3/4 $35 1/4 $0.6375
Second Quarter.................................... 41 3/4 38 1/4 0.6500
Third Quarter..................................... 39 35 3/8 0.6625
Fourth Quarter.................................... 38 5/8 31 5/8 0.6750
-------
Total............................................. $2.6250
=======
1995
First Quarter..................................... $37 1/2 $34 7/8 $0.6875
Second Quarter (through May 16, 1995)............. $38 $35 1/2 0.7000(1)
</TABLE>
--------
(1) Dividend relating to the first fiscal quarter payable June 9, 1995 to
stockholders of record May 16, 1995.
As of April 30, 1995, there were approximately 1,300 holders of record of the
Common Stock.
DISTRIBUTIONS
The Company's policy is to make cash distributions on its Common Stock on a
quarterly basis. Since its organization in 1985, the Company has made regular
distributions which have never been omitted. Distributions have been increased
in each of the 22 fiscal quarters since the last quarter of 1989.
The distributions of the Company are based upon funds from operations. As a
result of noncash expenses, primarily depreciation and amortization, funds from
operations and cash distributions have exceeded the Company's earnings and
profits. Portions of the distributions which were not attributable to earnings
and profits represent a return of capital and are not subject to federal income
tax to the extent they do not exceed the stockholder's basis in his Common
Stock. The Company made cash distributions aggregating $2.625 per share in
1994, none of which was considered a nontaxable return of capital. The Company
made cash distributions aggregating $2.425 per share in 1993 and $2.2275 per
share in 1992 of which none and 0.9% were considered nontaxable returns of
capital in 1993 and 1992, respectively.
The Company intends to distribute to its stockholders on a quarterly basis a
majority of funds from operations. Funds from operations of the Company will be
derived primarily from the rental payments and interest payments derived from
its real estate investments. All distributions will be made by the Company at
the discretion of the Board of Directors and will depend on the earnings of the
Company, its financial condition and such other factors as the Board of
Directors deems relevant. In order to qualify for the beneficial tax treatment
afforded to REITs by Section 856 to 860 of the Internal Revenue Code, the
Company is required to make distributions to holders of its Shares which
annually will be a least 95% of the Company's "real estate investment trust
taxable income."
The first dividend that purchasers of the Shares are expected to participate
in will relate to the second fiscal quarter of 1995. In prior years, the
dividend relating to the second fiscal quarter has typically been paid in
September.
S-6
<PAGE>
CAPITALIZATION
The following table sets forth the consolidated capitalization of the Company
as of March 31, 1995 and as adjusted to give effect to the sale of the Shares
offered hereby and the application of the estimated net proceeds therefrom. The
table does not assume the exercise by the Underwriters of their over-allotment
option with respect to the Shares offered hereby. The capitalization table
should be read in conjunction with the Company's Consolidated Financial
Statements and related Notes incorporated by reference in the accompanying
Prospectus.
<TABLE>
<CAPTION>
MARCH 31, 1995
----------------------
ACTUAL AS ADJUSTED
--------- -----------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Bank borrowings......................................... $ 44,000 $
Senior notes due 2000-2015.............................. 46,000 46,000
Notes and bonds payable................................. 20,363 20,363
Convertible debentures.................................. 65,000 65,000
Senior subordinated convertible debentures(1)........... 2,277 2,277
Stockholders' equity:
Common stock, $.10 par value; 100,000,000 shares
authorized; issued and outstanding: 18,271,379 at
3/31/95, 19,271,379 as adjusted...................... 1,827 1,927
Capital in excess of par value........................ 365,461
Cumulative net income................................. 206,221 206,221
Cumulative dividends.................................. (238,002) (238,002)
--------- ----------
Total stockholders' equity............................ $ 335,507
========= ==========
Total capitalization.................................... $ 513,147
========= ==========
</TABLE>
--------
(1) On May 12, 1995, the Company called these debentures for redemption on June
14, 1995. It is expected that these debentures will be converted into
Common Stock prior to redemption.
S-7
<PAGE>
MANAGEMENT
The table below sets forth the name, position and age of each executive
officer and director of the Company. Each executive officer of the Company is
elected by the directors, serves at the pleasure of the Board and holds office
until a successor is elected or until the earliest of death, resignation or
removal. All information is given as of March 31, 1995.
<TABLE>
<CAPTION>
NAME POSITION AGE
---- -------- ---
<S> <C> <C>
Milton J. Brock, Jr. .... Chairman of the Board and Director 79
R. Bruce Andrews......... President, Chief Executive Officer and Director 54
Mark L. Desmond.......... Vice President and Treasurer 36
T. Andrew Stokes......... Vice President of Development 47
Gary E. Stark............ Vice President and General Counsel 39
David R. Banks........... Director 58
Sam A. Brooks, Jr. ...... Director 56
Robert H. Finch.......... Director 69
Charles D. Miller........ Director 67
Jack D. Samuelson........ Director 70
</TABLE>
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 Alexander Haagen Properties, Inc.
MARK L. DESMOND. Vice President and Treasurer of the Company since May 1990.
Mr. Desmond joined Beverly, an operator of nursing facilities, pharmacies and
pharmacy related outlets, in 1986 as Supervisory Senior Accountant, became
Manager of Regulatory Reporting in 1987, and Senior Analyst in 1988. In June
1988, Mr. Desmond was elected Controller, Chief Accounting Officer and
Assistant Treasurer of the Company.
T. ANDREW STOKES. Vice President of Development of the Company since August
1992. From 1984 to 1988, Mr. Stokes served as Vice President, Corporate
Development for American Medical International, Inc., a hospital management
company. From 1989 until joining the Company, Mr. Stokes was Healthcare Group
Director of Houlihan, Lokey, Howard & Zukin, a national financial advisory
firm.
GARY E. STARK. Vice President and General Counsel of the Company since
January 1993. From January 1988 to December 1989, Mr. Stark held the position
of General Counsel with Care Enterprises, Inc., an operator of nursing
facilities, pharmacies and other ancillary health care services, and served as
its Corporate Counsel from April 1985 through December 1987. From January 1990
through August 1991, Mr. Stark was engaged in the private practice of law. Mr.
Stark served as Vice President of Legal Services of Life Care Centers of
America, Inc., an operator and manager of nursing facilities and retirement
centers from July 1992 to December 1992, and served as General Counsel from
September 1991 to July 1992.
DAVID R. BANKS. Director since 1985. Mr. Banks has served as Chairman,
President and Chief Executive Officer of Beverly, an operator of nursing
facilities, pharmacies and pharmacy related outlets, since 1990. Mr. Banks
joined Beverly as President and Chief Operating Officer in October 1979 and was
elected President
S-8
<PAGE>
and Chief Executive Officer in May 1989. He has been a director of Beverly
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 since 1985. 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 inpatient
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 since 1985. 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
Huntington Memorial Hospital.
CHARLES D. MILLER. Director since 1985. 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 since 1994. 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.
UNDERWRITING
The underwriters named below (the "Underwriters") have severally agreed,
subject to the terms and conditions of the Underwriting Agreement, to purchase
from the Company the number of Shares set forth opposite their respective
names:
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
---- ---------
<S> <C>
NatWest Securities Limited.....................................
Dean Witter Reynolds Inc. .....................................
PaineWebber Incorporated.......................................
---------
Total...................................................... 1,000,000
=========
</TABLE>
The Underwriters are committed to purchase all of the Shares, if any Shares
are purchased.
The Underwriters propose to offer the Shares directly to the public at the
public offering price set forth on the cover page of this Prospectus Supplement
and to certain securities dealers at such price less a concession not in excess
of $ per Share. The Underwriters may allow, and such selected dealers may
reallow a concession not in excess of $ per Share to certain brokers and
dealers.
The Company has granted the Underwriters an option for 30 days after the date
of this Prospectus Supplement to purchase at the public offering price, less
the underwriting discount, as set forth on the cover page of this Prospectus
Supplement, up to 150,000 additional Shares. If the Underwriters exercise their
option to purchase any of the additional Shares, each of the Underwriters will
have a firm commitment, subject to certain conditions, to purchase
approximately the same percentage thereof which the number of Shares to be
purchased by each of them as shown in the above table bears to the 1,000,000
Shares offered hereby. The Underwriters may exercise such option only to cover
over-allotments in connection with the sale of the Shares.
S-9
<PAGE>
The Underwriting Agreement provides that the Company will indemnify the
several Underwriters against certain liabilities, including civil liabilities
under the Securities Act of 1933, as amended, or will contribute to payments
the Underwriters may be required to make in respect thereof.
The Company and its executive officers have agreed that, until 90 days after
the date of this Prospectus Supplement, they will not without the consent of
NatWest Securities Limited ("NatWest"), sell, offer to sell, issue, distribute
or otherwise dispose of in the United States any Common Stock or any securities
or interests convertible into, or exercisable or exchangeable for, Common
Stock, other than (a) the Shares, (b) Common Stock issuable upon the conversion
of the Company's outstanding convertible debentures and notes or upon the
exercise of outstanding stock options or (c) grants to employees for
compensation purposes.
NatWest, a United Kingdom broker-dealer and a member of the Securities and
Futures Authority Limited, has agreed that, as part of the distribution of the
Shares offered hereby and subject to certain exceptions, it will not offer or
sell any Shares within the United States, its territories or possessions or to
persons who are citizens thereof or residents therein. The Underwriting
Agreement does not limit the sale of the Shares outside of the United States.
NatWest has further represented and agreed that (a) it has not offered or
sold and will not offer or sell in the United Kingdom by means of any document,
any Common Stock other than to persons whose ordinary business it is to buy or
sell equity securities (whether as principal or agent) or in circumstances
which do not constitute an offer to the public within the meaning of the
Companies Act 1985; (b) it has complied and will comply with all applicable
provisions of the Financial Services Act 1986 with respect to anything done by
it in relation to the Common Stock in, from or otherwise involving the United
Kingdom and (c) it has issued or passed on and will issue or pass on to any
person in the United Kingdom any document received by it in connection with the
issue of the Common Stock only if that person is of a kind described in article
9(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1988, as amended.
National Westminster Bank U.S.A. ("NWB"), an affiliate of NatWest, is a
member of a syndicate of four banks which are lenders to the Company under a
revolving credit facility. An aggregate of $100,000,000 is available for
borrowing under the revolving credit facility. NWB's aggregate participation in
the facility is $25,000,000, of which approximately $10,000,000 was outstanding
as of May 16, 1995. The Company intends to use a portion of the net proceeds
from the Offering to repay amounts outstanding under the revolving credit
facility. NWB will receive its pro rata share of any net proceeds so applied.
See "Use of Proceeds."
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the Company
by O'Melveny & Myers. In addition, O'Melveny & Myers has passed upon certain
federal income tax matters relating to the Company. Stroock & Stroock & Lavan,
New York, New York will pass upon certain legal matters for the Underwriters.
S-10
<PAGE>
PROSPECTUS
NATIONWIDE HEALTH PROPERTIES, INC.
SECURITIES
Nationwide Health Properties, Inc. (the "Company") may offer from time to
time, in one or more series, its unsecured senior debt securities (the "Debt
Securities"), warrants to purchase Debt Securities (the "Debt Securities
Warrants"), shares of its Preferred Stock, par value $1.00 per share (the
"Preferred Stock"), warrants to purchase Preferred Stock (the "Preferred Stock
Warrants"), warrants to purchase Depositary Shares (as defined below) (the
"Depositary Shares Warrants"), shares of its Common Stock, par value $0.10 per
share (the "Common Stock") and warrants to purchase Common Stock (the "Common
Stock Warrants," and with the Debt Securities Warrants, the Preferred Stock
Warrants and the Depositary Shares Warrants, being collectively referred to
herein as the "Securities Warrants"). Debt Securities, the Preferred Stock, the
Common Stock and the Securities Warrants are collectively referred to herein as
the "Securities." Securities will have an aggregate offering price of
$200,000,000 and will be offered on terms to be determined at the time of
offering.
In the case of Debt Securities, the specific title, the aggregate principal
amount, the purchase price, the maturity, the rate and time of payment of any
interest, any redemption or sinking fund provisions, any conversion provisions
and any other specific term of the Debt Securities will be set forth in the
accompanying supplement to this Prospectus (the "Prospectus Supplement"). In
the case of Preferred Stock, the specific number of shares, designation, stated
value per share, liquidation preference per share, issuance price, dividend
rate (or method of calculation), dividend payment dates, any redemption or
sinking fund provisions, any conversion rights and other specific terms of the
series of Preferred Stock will be set forth in the accompanying Prospectus
Supplement. In addition, the Prospectus Supplement will describe whether
interests in the Preferred Stock will be represented by depositary shares (the
"Depositary Shares") evidenced by depositary receipts. In the case of Common
Stock, the specific number of shares and issuance price per share will be set
forth in the accompanying Prospectus Supplement. In the case of Securities
Warrants, the duration, offering price, exercise price and detachability, if
applicable, will be set forth in the accompanying Prospectus Supplement. The
Prospectus Supplement will also disclose whether the Securities will be listed
on a national securities exchange and if they are not to be listed, the
possible effects thereof on their marketability.
Securities may be sold directly, through agents from time to time or through
underwriters or dealers. If any agent of the Company or any underwriter is
involved in the sale of the Securities, the name of such agent or underwriter
and any applicable commission or discount will be set forth in the accompanying
Prospectus Supplement. See "Plan of Distribution." The net proceeds to the
Company from such sale also will be set forth in the applicable Prospectus
Supplement.
The Debt Securities, if issued, will rank on parity with all other unsecured
and unsubordinated indebtedness of the Company. See "Description of Debt
Securities."
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
----------------
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
----------------
The date of this Prospectus is July 12, 1993
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files, reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at Room 1024 of
the offices of the Commission, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and should be available for inspection and copying at
the regional offices of the Commission located at 7 World Trade Center, 131h
Floor, New York, New York 10048 and Suite 1400, Northwestern Atrium Center, 500
West Madison Street, Chicago, Illinois 60661. Copies of such material can be
obtained from the principal offices of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Reports, proxy
materials and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission a Registration Statement on Form S-
3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus and any accompanying Prospectus Supplement do not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is made to the Registration
Statement, which may be examined without charge at the public reference
facilities maintained by the Commission at the Public Reference Room of the
Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. Copies thereof may be obtained from the Commission upon payment of
the prescribed fees.
----------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1992 and its Quarterly Report on Form 10-Q for the quarter ended March 31,
1993 are incorporated in and made a part of this Prospectus. All documents
filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Securities shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing such documents. A statement contained herein, in a Prospectus Supplement
or in a document incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein, in a Prospectus Supplement or in
any subsequently filed document which is incorporated by reference herein,
modifies or supersedes such statement. Any such statements so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the request of any such person, a copy of any or
all the documents incorporated herein by reference (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
the documents that this Prospectus incorporates). Requests for such copies
should be directed to Nationwide Health Properties, Inc., 4675 MacArthur Court,
Suite 1170, Newport Beach, California 92660, Attention: Mark L. Desmond
(telephone number (714) 251-1211).
2
<PAGE>
THE COMPANY
Nationwide Health Properties, Inc. (the "Company"), a Maryland corporation
organized in October 1985, invests primarily in health care facilities and
provides financing to health care providers. As of May 31, 1993, the Company
had investments in 158 facilities, 156 of which are longterm care facilities
and two of which are rehabilitation hospitals. The facilities are located in 28
states.
As of May 31, 1993, the Company owned 115 facilities which were leased to
health care operating companies under "net" leases which are accounted for as
operating leases. The leases have initial terms ranging from 10 to 14 years,
and most of the leases have eight five-year renewal options. The Company earns
fixed monthly minimum rents and may earn periodic additional rents. The
additional rent payments are generally computed as a percentage of facility net
patient revenues in excess of base amounts. The base amounts, in most cases,
are net patient revenues for the first year of the lease. Under the terms of
the leases, the lessee is responsible for all maintenance, repairs, taxes and
insurance on the leased properties.
As of May 31, 1993, the Company held 21 mortgage loans secured by 43 long-
term care facilities. As of May 31, 1993, the mortgage loans had an aggregate
outstanding balance of approximately $87,806,000, with individual outstanding
balances ranging from approximately $1,030,000 to $10,219,000. The stated
interest rates range from approximately 6.4% to 12.6%, and the mortgage loans
have balloon maturities ranging from 1994 to 2013.
The Company anticipates providing lease or mortgage financing for health care
facilities to qualified operators and acquiring additional health care related
facilities, including long-term care facilities and acute care and
rehabilitation hospitals. Financing for such future acquisitions may be
provided by borrowings and the assumption of secured indebtedness. In addition,
the Company may finance acquisitions of additional facilities with the proceeds
of public or private offerings of debt or equity, depending upon market
conditions.
The Company operates so as to qualify as a real estate investment trust
("REIT") under Sections 856-860 of the Internal Revenue Code of 1986, as
amended (the "Code"). As a REIT, the Company distributes to its stockholders
substantially all of its cash flow from operations and, in any event, at least
95% of its taxable income.
As of May 31, 1993, 62 of the 115 owned facilities were being leased to and
operated by subsidiaries of Beverly Enterprises, Inc. (Beverly Enterprises,
Inc. and its subsidiaries are referred to herein as "Beverly"). Beverly has
furnished certain guaranties with respect to the obligations of its operating
subsidiaries under their leases and with respect to 12 of the leases of
properties operated by parties unaffiliated with Beverly. Based on public
reports, Beverly's revenues and net loss for the year ended December 31, 1992
were $2,611,206,000 and $10,108,000, respectively. Beverly stockholders' equity
at December 31, 1992 was $593,745,000. Rental income from Beverly accounted for
82%, 62% and 47% of the Company's revenues for the years ended December 31,
1990, 1991 and 1992, respectively.
The Company's principal executive offices are located at 4675 MacArthur
Court, Suite 1170, Newport Beach, California 92660, and its telephone number is
(714) 251-1211.
3
<PAGE>
SELECTED FINANCIAL INFORMATION
The following selected financial information for each of the three years
ended December 31, 1992 is derived from the Company's 1992 and 1991 Annual
Reports on Form 10-K. The selected financial information for the periods ended
March 31, 1992 and March 31, 1993 is derived from the Company's Quarterly
Reports on Form 10-Q for the periods ended March 31, 1992 and 1993. The
Company's consolidated financial statements in the 1992 and 1991 Annual Reports
on Form 10-K have been audited by Arthur Andersen & Co., independent
accountants. The selected financial information set forth below should be read
in conjunction with the detailed information, consolidated financial statements
and related notes and applicable "Management's Discussion and Analysis"
included in the 1992 and 1991 Annual Reports on Form 10-K and the Quarterly
Reports on Form 10-Q for the periods ended March 31, 1992 and 1993.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------ -------------------
1990 1991 1992 1992 1993
-------- -------- -------- --------- ---------
($ IN THOUSANDS) ($ IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenues:
Minimum rent.............. $ 26,981 $ 31,439 $ 38,062 $ 9,236 $ 9,833
Additional rent........... 2,618 4,063 6,241 1,373 1,883
Interest and other income. 1,847 876 5,504 172 2,709
Gain on sale of
facilities............... 92 -- 138 138 --
-------- -------- -------- --------- ---------
Expenses:
Depreciation and
amortization............... 6,401 7,585 9,142 2,246 2,360
Interest.................... 5,640 4,849 8,162 2,110 1,630
General and administrative.. 2,389 2,403 2,960 706 801
-------- -------- -------- --------- ---------
Income before extraordinary
items...................... 17,108 21,541 29,681 5,857 9,634
Extraordinary charge........ -- (3,460)(1) -- -- --
-------- -------- -------- --------- ---------
Net income.................. $ 17,108 $ 18,081 $ 29,681 $ 5,857 $ 9,634
======== ======== ======== ========= =========
Financial Position (at end
of period):
Total assets.............. $229,947 $305,837 $396,664 $ 306,416 $ 393,511
Notes and bonds payable... 39,352 33,124 32,116 32,891 31,897
Bank borrowings........... -- -- 9,950 -- 8,000
Senior subordinated
convertible debt......... -- 50,000 44,455 50,000 25,040
Stockholders' equity...... 189,140 218,772 301,895 217,881 320,171
</TABLE>
--------
(1) The Company incurred an extraordinary charge of $3,460,000 representing the
write-off of unamortized deferred financing costs and fees in connection
with the prepayment of a substantial portion of the Company's secured debt.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------ THREE MONTHS ENDED
1988 1989 1990 1991 1992 MARCH 31, 1993
---- ---- ---- ---- ---- ------------------
<S> <C> <C> <C> <C> <C> <C>
Ratio............................... 1.78 1.81 4.03 4.73 4.64 6.91
</TABLE>
4
<PAGE>
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement which accompanies
this Prospectus, the net proceeds from the sale of the Securities offered from
time to time hereby will be used for general corporate purposes, including the
repayment of short term bank lines of credit and investments in health care
related properties. The Company uses its existing revolving bank credit
facility primarily to provide short term financing for the acquisitions of
health care related facilities. To the extent that the Company has amounts
outstanding under the credit facility at the time it issues Securities, it is
currently required to use the proceeds of such issuance to repay amounts
outstanding under the credit facility.
DESCRIPTION OF DEBT SECURITIES
Debt Securities may be issued from time to time in series under an Indenture
(the "Indenture") dated as of June 30, 1993, between the Company and First
Interstate Bank of California, as Trustee (the "Trustee"). As used under this
caption, unless the context otherwise requires, Offered Debt Securities shall
mean the Debt Securities offered by this Prospectus and the accompanying
Prospectus Supplement. The statements under this caption are brief summaries of
certain provisions contained in the Indenture, do not purport to be complete
and are qualified in their entirety by reference to the Indenture, including
the definition therein of certain terms, a copy of which is filed as an exhibit
to the Registration Statement of which this Prospectus is a part. The following
sets forth certain general terms and provisions of the Debt Securities. Further
terms of the Offered Debt Securities will be set forth in the Prospectus
Supplement.
GENERAL
The Indenture provides for the issuance of Debt Securities in series, and
does not limit the principal amount of Debt Securities which may be issued
thereunder.
Reference is made to the Prospectus Supplement for the following terms of the
Offered Debt Securities: (1) the specific title of the Offered Debt Securities;
(2) the aggregate principal amount of the Offered Debt Securities; (3) the
percentage of their principal amount at which the Offered Debt Securities will
be issued; (4) the date on which the Offered Debt Securities will mature; (5)
the rate or rates per annum or the method for determining such rate or rates,
if any, at which the Offered Debt Securities will bear interest; (6) the times
at which any such interest will be payable; (7) any provisions relating to
optional or mandatory redemption of the Offered Debt Securities at the option
of the Company or pursuant to sinking fund or analogous provisions; (8) the
denominations in which the Offered Debt Securities are authorized to be issued;
(9) any provisions relating to the conversion or exchange of the Offered Debt
Securities into Common Stock, Preferred Stock or into Debt Securities of
another series; (10) whether the Offered Debt Securities are to be issued in
fully registered form without coupons or in bearer form with interest coupons
or both; (11) the place or places at which the Company will make payments of
principal (and premium, if any) and interest, if any, and the method of
payment; (12) whether the Offered Debt Securities will be issued in whole or in
part in global form; (13) any additional covenants and Events of Default and
the remedies with respect thereto not currently set forth in the Indenture; and
(14) any other specific terms of the Offered Debt Securities.
One or more series of the Debt Securities may be issued as discounted Debt
Securities (bearing no interest or bearing interest at a rate which at the time
of issuance is below market rates) to be sold at a substantial discount below
their stated principal amount. Tax and other special considerations applicable
to any such discounted Debt Securities will be described in the Prospectus
Supplement relating thereto.
5
<PAGE>
STATUS OF DEBT SECURITIES
The Debt Securities will be unsecured and unsubordinated obligations of the
Company and will rank on a parity with all other unsecured and unsubordinated
indebtedness of the Company.
CONVERSION RIGHTS
The terms, if any, on which Debt Securities of a series may be exchanged for
or converted into shares of Common Stock, Preferred Stock or Debt Securities of
another series will be set forth in the Prospectus Supplement relating thereto.
To protect the Company's status as a REIT, a Holder may not convert any Debt
Security, and such Debt Security shall not be convertible by any Holder, if as
a result of such conversion any person would then be deemed to beneficially
own, directly or indirectly, 9.9% or more of the Company's shares of Common
Stock.
ABSENCE OF RESTRICTIVE COVENANTS
Except as noted below under "Dividends, Distributions and Acquisitions of
Capital Stock," the Company is not restricted by the Indenture from paying
dividends or from incurring, assuming or becoming liable for any type of debt
or other obligations or from creating liens on its property for any purpose.
The Indenture does not require the maintenance of any financial ratios or
specified levels of net worth or liquidity. Except as may be set forth in the
Prospectus Supplement, there are no provisions of the Indenture which afford
holders of the Debt Securities protection in the event of a highly leveraged
transaction involving the Company.
OPTIONAL REDEMPTION
The Debt Securities will be subject to redemption, in whole or from time to
time in part, at any time for certain reasons intended to protect the Company's
status as a REIT, at the option of the Company in the manner specified in the
Indenture at a redemption price equal to 100% of the principal amount, plus
interest accrued to the date of redemption. The Indenture does not contain any
provision requiring the Company to repurchase the Debt Securities at the option
of the Holders thereof in the event of a leveraged buyout, recapitalization or
similar restructuring of the Company, even though the Company's
creditworthiness and the market value of the Debt Securities may decline
significantly as a result of such transaction. The Indenture does not protect
Holders of the Debt Securities against any decline in credit quality, whether
resulting from any such transaction or from any other cause.
DIVIDENDS, DISTRIBUTIONS AND ACQUISITIONS OF CAPITAL STOCK.
The Indenture provides that the Company will not (i) declare or pay any
dividend or make any distribution on its capital stock or to holders of its
capital stock (other than dividends or distributions payable in its capital
stock or other than as the Company determines is necessary to maintain its
status as a REIT) or (ii) purchase, redeem or otherwise acquire or retire for
value any of its capital stock, or any warrants, rights or options or other
securities to purchase or acquire any shares of its capital stock (other than
the Debt Securities) or permit any subsidiary to do so, if at the time of such
action an Event of Default (as defined in the Indenture) has occurred and is
continuing or would exist immediately after giving effect to such action.
EVENTS OF DEFAULT
An Event of Default with respect to Debt Securities of any series is defined
in the Indenture as being: (a) failure to pay principal of or any premium on
any Debt Security of that series when due; (b) failure to pay any interest on
any Debt Security of that series when due, continued for 30 days; (c) failure
to deposit any sinking fund payment when due, in respect of any Debt Security
of that series; (d) failure to perform any other covenant of the Company in the
Indenture (other than a covenant included in the Indenture solely for
6
<PAGE>
the benefit of one or more series of Debt Securities other than that series),
continued for 60 days after written notice as provided in the Indenture; (e)
certain events of bankruptcy, insolvency, conservatorship, receivership or
reorganization; (f) a default under any mortgage, indenture or instrument
evidencing any indebtedness for borrowed money by the Company (including the
Indenture) resulting in an aggregate principal amount exceeding $10,000,000
becoming or being declared due and payable prior to its maturity date or
constituting a failure to pay at maturity an aggregate principal amount
exceeding $10,000,000, unless such acceleration has been rescinded or annulled
or such indebtedness has been discharged within 10 days after written notice to
the Company by the Trustee or Holders of at least 25% in aggregate principal
amount of the outstanding Debt Securities declaring a default or the Company is
contesting the validity of such default in good faith by appropriate
proceedings; and (g) any other Event of Default provided with respect to the
Debt Securities of that series.
If an Event of Default with respect to the outstanding Debt Securities of any
series occurs and is continuing, either the Trustee or the Holders of at least
25% in aggregate principal amount of the outstanding Debt Securities of that
series may declare the principal amount (or, if the Debt Securities of that
series are original issue discount Debt Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
outstanding Debt Securities of that series to be due and payable immediately.
At any time after the declaration of acceleration with respect to the Debt
Securities of any series has been made, but before a judgment or decree based
on acceleration has been obtained, the Holders of a majority in aggregate
principal amount of the outstanding Debt Securities of that series may, under
certain circumstances, rescind and annul such acceleration.
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. Subject to such provisions for the
indemnification of the Trustee and subject to certain Limitations, the Holders
of a majority in aggregate principal amount of the outstanding Debt Securities
of any series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Debt Securities of that series.
The Company is required to furnish to the Trustee annually a statement as to
the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance.
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company and
the Trustee without the consent of any Holders to, among other things, (a)
evidence the succession of another corporation to the Company, (b) add to the
covenants of the Company or surrender any right or power conferred upon the
Company, (c) cure any ambiguity, correct or supplement any provision which may
be defective or inconsistent or make any other provisions with respect to
matters or questions arising under the Indenture, provided that such action
does not adversely affect the interests of the Holders of Debt Securities of
any series in any material respect, or (d) evidence and provide for a successor
Trustee.
Modifications and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the outstanding Debt Securities of each series affected by
such modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the Holder of each outstanding Debt
Security affected thereby, (a) change the stated maturity date of the principal
of, or any installment of principal of or interest, if any, on any Debt
Security, (b) reduce the principal amount of, or premium or interest if any, on
any Debt Security, (c) reduce the amount of principal of an original issue
discount Debt Security payable upon acceleration of the maturity thereof, (d)
change the currency of payment of the principal of, or premium or interest, if
any,
7
<PAGE>
on any Debt Security, (e) impair the right to institute suit for the
enforcement of any payment on or with respect to any Debt Security, (f) modify
the conversion provisions, if any, of any Debt Security in a manner adverse to
the Holder of that Debt Security, or (g) reduce the percentage in principal
amount of the outstanding Debt Security of any series, the consent of whose
Holders is required for modification or amendment of that Indenture or for
waiver of compliance with certain provisions of that Indenture or for waiver of
certain defaults.
The Holders of a majority in aggregate principal amount of the outstanding
Debt Securities of each series may, on behalf of all Holders of the Debt
Securities of that series, waive, insofar as that series is concerned,
compliance by the Company with certain restrictive provisions of the Indenture.
The Holders of a majority in aggregate principal amount of the outstanding Debt
Securities of each series may, on behalf of all Holders of the Debt Securities
of that series, waive any past default under the Indenture with respect to the
Debt Securities of that series, except a default in the payment of principal or
premium or interest, if any, or a default in respect of a covenant or provision
which under the terms of the Indenture cannot be modified or amended without
the consent of the Holder of each outstanding Debt Security of the series
affected.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Indenture provides that the Company, without the consent of the Holders
of any of the Debt Securities, may consolidate or merge with or into, or
transfer its assets substantially as an entirety to, any corporation organized
under the laws of the United States or any state, provided that the successor
corporation assumes the Company's obligations under the Indenture, that after
giving effect to the transaction no Event of Default, and no event which, after
notice or lapse of time, would become an Event of Default, shall have occurred
and be continuing, and that certain other conditions are met.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in global
form (the "Global Securities"). The Global Securities will be deposited with a
depositary (the "Depositary"), or with a nominee for a Depositary, identified
in the Prospectus Supplement. In such case, one or more Global Securities will
be issued in a denomination or aggregate denominations equal to the portion of
the aggregate principal amount of outstanding Debt Securities of the series to
be represented by such Global Security or Securities. Unless and until it is
exchanged in whole or in part for Debt Securities in definitive form, a Global
Security may not be transferred except as a whole by the Depositary for such
Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor of such Depositary or a nominee
of such successor.
The specific material terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Global Security
will be described in the Prospectus Supplement. The Company anticipates that
the following provisions will apply to all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Debt Securities represented by such Global
Security to the accounts of persons that have accounts with such Depositary
("participants"). The accounts to be credited shall be designated by any
underwriters or agents participating in the distribution of such Debt
Securities. Ownership of beneficial interests in a Global Security will be
limited to participants or persons that may hold interests through
participants. Ownership of beneficial interests in such Global Security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depositary for such Global Security (with respect to
interests of participants) or by participants or persons that hold through
participants (with respect to interests of persons other than participants). So
long as the Depositary for a Global Security, or its nominee, is the registered
owner of such Global Security, such Depositary or such nominee, as the case may
be, will be considered the sole owner or
8
<PAGE>
Holder of the Debt Securities represented by such Global Security for all
purposes under the Indenture; provided, however, that for purposes of obtaining
any consents or directions required to be given by the Holders of the Debt
Securities, the Company, the Trustee and its agents will treat a person as the
holder of such principal amount of Debt Securities as specified in a written
statement of the Depositary. Except as set forth herein or otherwise provided
in the Prospectus Supplement, owners of beneficial interests in a Global
Security will not be entitled to have the Debt Securities represented by such
Global Security registered in their names, will not receive physical delivery
of such Debt Securities in definitive form and will not be considered the
owners or Holders thereof under the Indenture.
Principal, premium, if any, and interest payments on Debt Securities
represented by a Global Security registered in the name of a Depositary or its
nominee will be made to such Depositary or its nominee, as the case may be, as
the registered owner of such Global Security. None of the Company, the Trustee
or any Paying Agent for such Debt Securities will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in such Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
The Company expects that the Depositary for any Debt Securities represented
by a Global Security, upon receipt of any payment of principal, premium, if
any, or interest will immediately credit participants' accounts with payments
in amounts proportionate to their respective beneficial interests in the
principal amount of such Global Security as shown on the records of such
Depositary. The Company also expects that payments by participants will be
governed by standing instructions and customary practices, as is now the case
with the securities held for the accounts of customers registered in "street
names" and will be the responsibility of such participants.
If the Depositary for any Debt Securities represented by a Global Security is
at any time unwilling or unable to continue as Depositary and a successor
Depositary is not appointed by the Company within 90 days, the Company will
issue such Debt Securities in definitive form in exchange for such Global
Security. In addition, the Company may at any time and in its sole discretion
determine not to have any of the Debt Securities of a series represented by one
or more Global Securities and, in such event, will issue Debt Securities of
such series in definitive form in exchange for all of the Global Security or
Securities representing such Debt Securities.
The laws of some states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such laws may impair
the ability to transfer beneficial interests in Debt Securities represented by
Global Securities.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by and construed in
accordance with the laws of the State of New York.
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DESCRIPTION OF PREFERRED STOCK
The following description of the terms of the Preferred Stock sets forth
certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. Certain other terms of any series of the
Preferred Stock offered by any Prospectus Supplement will be described in such
Prospectus Supplement. The description of certain provisions of the Preferred
Stock set forth below and in any Prospectus Supplement does not purport to be
complete and is subject to and qualified in its entirety by reference to the
Company's Amended and Restated Articles of Incorporation (the "Articles of
Incorporation"), and the Board of Directors' resolution or articles
supplementary (the "Articles Supplementary") relating to each series of the
Preferred Stock which will be filed with the Commission and incorporated by
reference as an exhibit to the Registration Statement of which this Prospectus
is a part at or prior to the time of the issuance of such series of the
Preferred Stock.
GENERAL
The authorized capital stock of the Company consists of 25,000,000 shares of
Common Stock, $0.10 par value per share, and 5,000,000 shares of preferred
stock, $1.00 par value per share ("preferred stock of the Company," which term,
as used herein, includes the Preferred Stock offered hereby). See "Description
of Common Stock."
Under the Articles of Incorporation, the Board of Directors of the Company is
authorized without further stockholder action to provide for the issuance of up
to 5,000,000 shares of preferred stock of the Company, in one or more series,
with such voting, dividend, conversion or liquidation rights, designations,
preferences, powers and relative participating, optional or other special
rights and qualifications, limitations or restrictions of shares of such series
as shall be stated in the resolution providing for the issue of a series of
such stock, adopted, at any time or from time to time, by the Board of
Directors of the Company.
As described under "Description of Depositary Shares," the Company may, at
its option, elect to offer Depositary Shares evidenced by depositary receipts
(the "Depositary Receipts"), each representing a fraction (to be specified in
the Prospectus Supplement relating to the particular series of the Preferred
Stock) of a share of the particular series of the Preferred Stock issued and
deposited with a depositary, in lieu of offering full shares of such series of
the Preferred Stock.
The Preferred Stock shall have the dividend, liquidation, redemption and
voting rights set forth below unless otherwise provided in a Prospectus
Supplement relating to a particular series of the Preferred Stock. Reference is
made to the Prospectus Supplement relating to the particular series of the
Preferred Stock offered thereby for specific terms, including: (i) the
designation and stated value per share of such Preferred Stock and the number
of shares offered; (ii) the amount of liquidation preference per share; (iii)
the initial public offering price at which such Preferred Stock will be issued;
(iv) the dividend rate (or method of calculation), the dates on which dividends
shall be payable and the dates from which dividends shall commence to cumulate,
if any; (v) any redemption or sinking fund provisions; (vi) any conversion
rights; (vii) whether the Company has elected to offer Depositary Shares as
described below under "Description of Depositary Shares;" and (viii) any
additional voting, dividend, liquidation, redemption, sinking fund and other
rights, preferences, privileges, limitations and restrictions.
The Preferred Stock will, when issued, be fully paid and nonassessable and
will have no preemptive rights. Unless otherwise stated in a Prospectus
Supplement relating to a particular series of the Preferred Stock, each series
of the Preferred Stock will rank on a parity as to dividends and distributions
of assets with each other series of the Preferred Stock. The rights of the
holders of each series of the Preferred Stock will be subordinate to those of
the Company's general creditors.
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CERTAIN PROVISIONS OF THE ARTICLES OF INCORPORATION
See "Description of Common Stock--Redemption and Business Combination
Provisions" for a description of certain provisions of the Articles of
Incorporation, including provisions relating to redemption rights and
provisions which may have certain anti-takeover effects.
DIVIDEND RIGHTS
Holders of the Preferred Stock of each series will be entitled to receive,
when, as and if declared by the Board of Directors of the Company, out of funds
of the Company legally available therefor, cash dividends on such dates and at
such rates as are set forth in, or as are determined by the method described
in, the Prospectus Supplement relating to such series of the Preferred Stock.
Such rate may be fixed or variable or both. Each such dividend will be payable
to the holders of record as they appear on the stock books of the Company (or,
if applicable, the records of the Depositary (as hereinafter defined) referred
to under "Description of Depositary Shares") on such record dates, fixed by the
Board of Directors of the Company, as specified in the Prospectus Supplement
relating to such series of Preferred Stock.
Such dividends may be cumulative or noncumulative, as provided in the
Prospectus Supplement relating to such series of Preferred Stock. If the Board
of Directors of the Company fails to declare a dividend payable on a dividend
payment date on any series of Preferred Stock for which dividends are
noncumulative, then the right to receive a dividend in respect of the dividend
period ending on such dividend payment date will be lost, and the Company shall
have no obligation to pay the dividend accrued for such period, whether or not
dividends on such series are declared payable on any future dividend payment
dates. Dividends on the shares of each series of Preferred Stock for which
dividends are cumulative will accrue from the date on which the Company
initially issues shares of such series.
So long as the shares of any series of the Preferred Stock shall be
outstanding, unless (i) full dividends (including if such Preferred Stock is
cumulative, dividends for prior dividend periods) shall have been paid or
declared and set apart for payment on all outstanding shares of the Preferred
Stock of such series and all other classes and series of preferred stock of the
Company (other than Junior Stock, as defined below) and (ii) the Company is not
in default or in arrears with respect to the mandatory or optional redemption
or mandatory repurchase or other mandatory retirement of, or with respect to
any sinking or other analogous fund for, any shares of Preferred Stock of such
series or any shares of any other preferred stock of the Company of any class
or series (other than Junior Stock), the Company may not declare any dividends
on any shares of Common Stock of the Company or any other stock of the Company
ranking as to dividends or distributions of assets junior to such series of
Preferred Stock (the Common Stock and any such other stock ranking junior to
such series of Preferred Stock being herein referred to as "Junior Stock"), or
make any payment on account of, or set apart money for, the purchase,
redemption or other retirement of, or for a sinking or other analogous fund
for, any shares of Junior Stock or make any distribution in respect thereof,
whether in cash or property or in obligations or stock of the Company, other
than Junior Stock which is neither convertible into, nor exchangeable or
exercisable for, any securities of the Company other than Junior Stock.
LIQUIDATION PREFERENCE
In the event of any liquidation, dissolution or winding up of the Company,
voluntary or involuntary, the holders of each series of the Preferred Stock
will be entitled to receive out of the assets of the Company available for
distribution to stockholders, before any distribution of assets is made to the
holders of Common Stock or any other shares of stock of the Company ranking
junior as to such distribution to such series of Preferred Stock, the amount
set forth in the Prospectus Supplement relating to such series of the Preferred
Stock. If, upon any voluntary or involuntary liquidation, dissolution or
winding up of the Company, the amounts payable with respect to the Preferred
Stock of any series and any other shares of preferred stock of the Company
(including any other series of the Preferred Stock) ranking as to any such
distribution on a
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parity with such series of the Preferred Stock are not paid in full, the
holders of the Preferred Stock of such series and of such other shares of
preferred stock of the Company will share ratably in any such distribution of
assets of the Company in proportion to the full respective preferential amounts
to which they are entitled. After payment to the holders of the Preferred Stock
of each series of the full preferential amounts of the liquidating distribution
to which they are entitled, the holders of each such series of the Preferred
Stock will be entitled to no further participation in any distribution of
assets by the Company.
REDEMPTION
A series of the Preferred Stock may be redeemable, in whole or from time to
time in part, at the option of the Company, and may be subject to mandatory
redemption pursuant to a sinking fund or otherwise, in each case upon terms, at
the times and at the redemption prices set forth in the Prospectus Supplement
relating to such series. Shares of the Preferred Stock redeemed by the Company
will be restored to the status of authorized but unissued shares of preferred
stock of the Company.
In the event that fewer than all of the outstanding shares of a series of the
Preferred Stock are to be redeemed, whether by mandatory or optional
redemption, the number of shares to be redeemed will be determined by lot or
pro rata (subject to rounding to avoid fractional shares) as may be determined
by the Company or by any other method as may be determined by the Company in
its sole discretion to be equitable. From and after the redemption date (unless
default shall be made by the Company in providing for the payment of the
redemption price plus accumulated and unpaid dividends, if any), dividends
shall cease to accumulate on the shares of the Preferred Stock called for
redemption and all rights of the holders thereof (except the right to receive
the redemption price plus accumulated and unpaid dividends, if any) shall
cease.
So long as any dividends on shares of any series of the Preferred Stock or
any other series of preferred stock of the Company ranking on a parity as to
dividends and distribution of assets with such series of the Preferred Stock
are in arrears, no shares of any such series of the Preferred Stock or such
other series of preferred stock of the Company will be redeemed (whether by
mandatory or optional redemption) unless all such shares are simultaneously
redeemed, and the Company will not purchase or otherwise acquire any such
shares; provided; however, that the foregoing will not prevent the purchase or
acquisition of such shares pursuant to a purchase or exchange offer made on the
same terms to holders of all such shares outstanding.
CONVERSION RIGHTS
The terms, if any, on which shares of Preferred Stock of any series may be
exchanged for or converted (mandatorily or otherwise) into shares of Common
Stock or another series of Preferred Stock will be set forth in the Prospectus
Supplement relating thereto. See "Description of Common Stock."
VOTING RIGHTS
Except as indicated below or in a Prospectus Supplement relating to a
particular series of the Preferred Stock, or except as required by applicable
law, the holders of the Preferred Stock will not be entitled to vote for any
purpose.
So long as any shares of the Preferred Stock of a series remain outstanding,
the consent or the affirmative vote of the holders of at least 66 2/3% of the
votes entitled to be east with respect to the then outstanding shares of such
series of the Preferred Stock together with any Other Preferred Stock (as
defined below), voting as one class, either expressed in writing or at a
meeting called for that purpose, will be necessary (i) to permit, effect or
validate the authorization, or any increase in the authorized amount, of any
class or series of shares of the Company ranking prior to the Preferred Stock
of such series as to dividends, voting or upon distribution of assets and (ii)
to repeal, amend or otherwise change any of the provisions applicable to the
Preferred Stock of such series in any manner which adversely affects the
powers, preferences, voting power or other rights or privileges qualifications,
limitations and other characteristics of such series of the Preferred Stock. In
case
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any series of the Preferred Stock would be so affected by any such action
referred to in clause (ii) above in a different manner than one or more series
of the Other Preferred Stock then outstanding, the holders of shares of the
Preferred Stock of such series, together with any series of the Other Preferred
Stock which will be similarly affected, will be entitled to vote as a class,
and the Company will not take such action without the consent or affirmative
vote, as above provided, of at least 66 2/3% of the total number of votes
entitled to be cast with respect to each such series of the Preferred Stock and
the Other Preferred Stock similarly affected, then outstanding, in lieu of the
consent or affirmative vote hereinabove otherwise required.
With respect to any matter as to which the Preferred Stock of any series is
entitled to vote, holders of the Preferred Stock of such series and any other
series of preferred stock of the Company ranking on a parity with such series
of the Preferred Stock as to dividends and distributions of assets and which by
its terms provides for similar voting rights (the "Other Preferred Stock") will
be entitled to cast the number of votes set forth in the Prospectus Supplement
with respect to that series of Preferred Stock. As a result of the provisions
described in the preceding paragraph requiring the holders of shares of a
series of the Preferred Stock to vote together as a class with the holders of
shares of one or more series of Other Preferred Stock, it is possible that the
holders of such shares of Other Preferred Stock could approve action that would
adversely affect such series of Preferred Stock, including the creation of a
class of capital stock ranking prior to such series of Preferred Stock as to
dividends, voting or distributions of assets.
As more fully described below under "Description of Depositary Shares," if
the Company elects to issue Depositary Shares, each representing a fraction of
a share of a series of the Preferred Stock, each such Depositary Share will, in
effect, be entitled to such fraction of a vote per Depositary Share.
TRANSFER AGENT AND REGISTRAR
Unless otherwise indicated in a Prospectus Supplement relating thereto, First
Interstate Bank of California, Los Angeles, California, will be the transfer
agent, dividend and redemption price disbursement agent and registrar for
shares of each series of the Preferred Stock.
DESCRIPTION OF DEPOSITARY SHARES
The description set forth below and in the Prospectus Supplement of certain
provisions of the Deposit Agreement (as defined below) and of the Depositary
Shares and Depositary Receipts do not purport to be complete and are subject to
and qualified in their entirety by reference to the Deposit Agreement and
Depositary Receipts relating to each series of the Preferred Stock which will
be filed with the Commission and incorporated by reference as an exhibit to the
Registration Statement of which this Prospectus is a part at or prior to the
time of the issuance of such series of the Preferred Stock. The forms of
Deposit Agreement and Depositary Receipt are filed as exhibits to the
Registration Statement of which this Prospectus is a part.
GENERAL
The Company may, at its option, elect to offer fractional shares of Preferred
Stock rather than full shares of Preferred Stock. In the event such option is
exercised, the Company will issue to the public receipts for Depositary Shares,
each of which will represent a fraction (to be set forth in the Prospectus
Supplement relating to a particular series of the Preferred Stock) of a share
of a particular series of the Preferred Stock as described below.
The shares of any series of the Preferred Stock represented by Depositary
Shares will be deposited under a separate deposit agreement (the "Deposit
Agreement") among the Company, a bank or trust company selected by the Company
(the "Depositary") and the holders from time to time of the Depositary
Receipts. Subject to the terms of the Deposit Agreement, each owner of a
Depositary Share will in general be entitled,
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in proportion to the applicable fraction of a share of Preferred Stock
represented by such Depositary Share, to all the rights and preferences of the
Preferred Stock represented thereby (including dividend, voting, redemption and
liquidation rights).
The Depositary Shares relating to any series of the Preferred Stock will be
evidenced by Depositary Receipts issued pursuant to the related Deposit
Agreement. Depositary Receipts will be distributed to those persons purchasing
such Depositary Shares in accordance with the tens of the offering made by the
related Prospectus Supplement.
Upon surrender of Depositary Receipts at the office of the Depositary equal
to one or more whole Depositary Shares and upon payment of the charges provided
in the Deposit Agreement and subject to the tens thereof, a holder of
Depositary Receipts is entitled to have the Depositary deliver to such holder
certificates representing the whole shares of Preferred Stock underlying the
Depositary Shares evidenced by the surrendered Depositary Receipts.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all cash dividends or other cash distributions
received in respect of the Preferred Stock to the record holders of Depositary
Receipts relating to such Preferred Stock in proportion, insofar as
practicable, to the respective numbers of Depositary Shares evidenced by such
Depositary Receipts held by such holders on the relevant record date. The
Depositary shah distribute only such amount, however, as can be distributed
without attributing to any holder of Depositary Receipts a fraction of one
cent, and any balance not so distributed shah be added to and treated as part
of the next sum received by the Depositary (without liability for the interest
thereon), for distribution to record holders of Depositary Receipts then
outstanding.
In the event of a distribution other than in cash, the Depositary will
distribute such amounts of the securities or property received by it as are, as
nearly as practicable, in proportion to the respective numbers of Depositary
Shares evidenced by the Depositary Receipts held by such holders on the
relevant record date, unless the Depositary determines that it is not feasible
to make such distribution, in which case the Depositary may, with the approval
of the Company, adopt such method as it deems equitable and practicable for the
purpose of effecting such distribution, including the sale of such securities
or property.
The Deposit Agreement will also contain provisions relating to the manner in
which any subscription or similar rights offered by the Company to holders of
the Preferred Stock shall be made available to holders of Depositary Receipts.
The amount distributed in all of the foregoing cases will be reduced by any
amounts required to be withheld by the Company or the Depositary on account of
taxes and governmental charges.
REDEMPTION OF DEPOSITARY SHARES
If a series of the Preferred Stock represented by Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the proceeds
received by the Depositary resulting from the redemption, in whole or in pan,
of such series of the Preferred Stock held by the Depositary. The Depositary
shall mail notice of redemption not less than 30 and not more than 60 days
prior to the date fixed for redemption to the record holders of the Depositary
Receipts evidencing the Depositary Shares to be so redeemed at their respective
addresses appearing in the Depositary's books. The redemption price per
Depositary Share will be equal to the applicable fraction of the redemption
price per share payable with respect to such series of the Preferred Stock plus
all money and other property, if any, payable with respect to such Depositary
Share, including all amounts payable by the Company in respect of any
accumulated but unpaid dividends; provided, however, the Depositary may deduct
such fees and charges as are expressly provided in the Deposit Agreement for
the account of the holders of Depositary Receipts. Whenever the Company redeems
shares of Preferred Stock held by the Depositary, the Depositary will redeem as
of the
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same redemption date the number of Depositary Shares representing shares of
Preferred Stock so redeemed. If less than all the Depositary Shares are to be
redeemed, the Depositary Shares to be redeemed will be selected by lot or pro
rata (subject to rounding to avoid fractions of Depositary Shares) as may be
determined by the Depositary.
After the date fixed for redemption, the Depositary Shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of Depositary Receipts evidencing such Depositary Shares will cease,
except the right to receive without interest the moneys payable upon such
redemption and any money or other property to which such holders were entitled
upon such redemption upon surrender to the Depositary of the Depositary
Receipts evidencing such Depositary Shares.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting or action to be taken by written
consent at or as to which the holders of the Preferred Stock are entitled to
vote or consent, the Depositary will mail the information contained in such
notice of meeting or action to the record holders of the Depositary Receipts
evidencing the Depositary Shares relating to such Preferred Stock. Each record
holder of such Depositary Receipts on the record date (which will be the same
date as the record date for the Preferred Stock) will be entitled to instruct
the Depositary as to the exercise of the voting rights or the giving or refusal
of consent, as the case may be, pertaining to the number of shares of the
Preferred Stock represented by the Depositary Shares evidenced by such holder's
Depositary Receipts. The Depositary will endeavor, insofar as practicable, to
vote, or give or withhold consent with respect to, the maximum number of whole
shares of the Preferred Stock represented by all Depositary Shares as to which
any particular voting or consent instructions are received, and the Company
will agree to take all action which may be deemed necessary by the Depositary
in order to enable the Depositary to do so. The Depositary will abstain from
voting, or giving consents with respect to, shares of the Preferred Stock to
the extent it does not receive specific instructions from the holders of
Depositary Receipts evidencing Depositary Shares representing such Preferred
Stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares relating to
any series of Preferred Stock and any provision of the related Deposit
Agreement may at any time and from time to time be amended by agreement between
the Company and the Depositary in any respect which they may deem necessary or
desirable. However, any amendment which imposes or increases any fees, taxes or
charges upon holders of Depositary Shares or Depositary Receipts relating to
any series of Preferred Stock or which materially and adversely alters the
existing rights of such holders will not be effective unless such amendment has
been approved by the record holders of Depositary Receipts evidencing at least
a majority of such Depositary Shares then outstanding. Notwithstanding the
foregoing, no such amendment may impair the right of any holder of Depositary
Shares or Depositary Receipts to receive any moneys or other property to which
such holder may be entitled under the terms of such Depositary Receipts or the
Deposit Agreement at the times and in the manner and amount provided for
therein. A Deposit Agreement may be terminated by the Company or the Depositary
only after (i) all outstanding Depositary Shares relating thereto have been
redeemed and any accumulated and unpaid dividends on the Preferred Stock
represented by the Depositary Shares, together with all other moneys and
property, if any, to which holders of the related Depositary Receipts are
entitled under the terms of such Depositary Receipts or the related Deposit
Agreement, have been paid or distributed as provided in the Deposit Agreement
or provision therefor has been duly made, (ii) there has been a final
distribution in respect of the Preferred Stock of the relevant series in
connection with any liquidation, dissolution or winding up of the Company and
such distribution has been distributed to the holders of the related Depositary
Receipts, or (iii) in the event the Depositary Shares relate to a series of
Preferred Stock which is convertible into shares of Common Stock, all
outstanding Depositary Shares have been converted into shares of Common Stock;
provided, however, that resignation and removal of the Depositary, and
appointment of a successor Depositary shall not constitute a termination of a
Deposit Agreement.
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MISCELLANEOUS
The Depositary will forward to record holders of Depositary Receipts, at
their respective addresses appearing in the Depositary's books, all reports and
communications from the Company which are delivered to the Depositary and which
the Company is required to furnish to the holders of the Preferred Stock or
Depositary Receipts.
The Company will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. The Company
will pay charges of the Depositary in connection with the initial deposit of
the Preferred Stock and the initial issuance of the Depositary Receipts
evidencing the Depositary Shares, any redemption of the Preferred Stock and any
withdrawals of Preferred Stock by the holders of Depositary Shares. Holders of
Depositary Shares will pay other transfer and other taxes and governmental
charges and such other charges as are expressly provided in the Deposit
Agreement to be for their accounts which may be deducted from payments
otherwise due to such holders with respect to their Depositary Receipts.
The Deposit Agreement will contain provisions relating to adjustments in the
fraction of a share of Preferred Stock represented by a Depositary Share in the
event of a change in par or stated value, split-up, combination or other
reclassification of the Preferred Stock or upon any recapitalization, merger or
sale of substantially all of the assets of the Company.
Neither the Depositary nor any of its agents nor any registrar nor the
Company will be (i) liable if it is prevented or delayed by law or any
circumstance beyond its control in performing its obligations under the Deposit
Agreement, (ii) subject to any liability under the Deposit Agreement to holders
of Depositary Receipts other than for the relevant party's gross negligence or
willful misconduct or (iii) obligated to prosecute or defend any legal
proceeding in respect of any Depositary Receipts, Depositary Shares or the
Preferred Stock unless satisfactory indemnity is furnished. They may rely upon
written advice of counsel or accountants, or information provided by holders of
Depositary Receipts or other persons in good faith believed to be competent and
on documents reasonably believed to be genuine.
RESIGNATION OR REMOVAL OF DEPOSITARY
The Depositary may resign at any time by delivering to the Company notice of
its election to do so, and the Company may at any time remove the Depositary,
any such resignation or removal to take effect upon the appointment of a
successor Depositary and its acceptance of such appointment. Such successor
Depositary must be appointed within 60 days after delivery of the notice of
resignation or removal.
DESCRIPTION OF COMMON STOCK
COMMON STOCK
All shares of Common Stock participate equally in dividends payable to
stockholders of Common Stock when and as declared by the Board of Directors and
in net assets available for distribution to stockholders of Common Stock on
liquidation or dissolution, have one vote per share on all matters submitted to
a vote of the stockholders and do not have cumulative voting fights in the
election of directors. All issued and outstanding shares of Common Stock are,
and the Common Stock offered hereby will be upon issuance, validly issued,
fully paid and nonassessable. Holders of the Common Stock do not have
preference, conversion, exchange or preemptive fights. The Common Stock is
listed on the New York Stock Exchange (NYSE Symbol: NHP).
REDEMPTION AND BUSINESS COMBINATION PROVISIONS
If the Board of Directors shall, at any time and in good faith, be of the
opinion that direct or indirect ownership of at least 9.9% or more of the
voting shares of capital stock has or may become concentrated in
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the hands of one beneficial owner, the Board of Directors shall have the power
(i) by lot or other means deemed equitable by it to call for the purchase from
any stockholder of the Company a number of voting shares sufficient, in the
opinion of the Board of Directors, to maintain or bring the direct or indirect
ownership of voting shares of capital stock of such beneficial owner to a level
of no more than 9.9% of the outstanding voting shares of the Company's capital
stock, and (ii) 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
the Board of Directors, result in the direct or indirect ownership by that
person of more than 9.9% of the outstanding voting shares of capital stock of
the Company. 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 ab
initio 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 dosing 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 the
Company, 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 the Board of Directors in accordance with the provisions of
applicable law. From and after the date fixed for purchase by the 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.
The Articles of Incorporation require that, except in certain circumstances,
Business Combinations (as defined) between the Company and a beneficial holder
of 10% or more of the Company's outstanding voting stock (a "Related Person")
be approved by the affirmative vote of at least 90% of the outstanding voting
shares of the Company.
A Business Combination is defined in the Articles of Incorporation as (a) any
merger or consolidation of the Company with or into a Related Person, (b) any
sale, lease, exchange, transfer or other disposition, including without
limitation a mortgage or any other security device, of all or any "Substantial
Part" (as defined) of the assets of the Company (including without limitation
any voting securities of a subsidiary) to a Related Person, (c) any merger or
consolidation of a Related Person with or into the Company, (d) any sale,
lease, exchange, transfer or other disposition of all or any Substantial Part
of the assets of a Related Person to the Company, (e) the issuance of any
securities (other than by way of pro rata distribution to all stockholders) of
the Company to a Related Person, and (f) any agreement, contract or other
arrangement providing for any of the transactions described in the definition
of Business Combination. The term "Substantial Part" shall mean more than 10%
of the book value of the total assets of the Company as of the end of its most
recent fiscal year ending prior to the time the determination is being made.
Pursuant to the Articles of Incorporation, the Company's Board of Directors
is classified into three classes. Each class of directors serves for a term of
three years, with one class being elected each year. As of the date of this
Prospectus, there are six directors, two of whom serve in each class of
directors.
The foregoing provisions of the Articles of Incorporation and certain other
matters may not be amended without the affirmative vote of at least 90% of the
outstanding voting shares of the Company.
The foregoing provisions may have the effect of discouraging unilateral
tender offers or other takeover proposals which certain stockholders might deem
in their interests or in which they might receive a substantial premium. The
Board of Directors' authority to issue and establish the terms of currently
authorized Preferred Stock, without stockholder approval, may also have the
effect of discouraging takeover attempts. See "Description of Preferred Stock."
The provisions could also have the effect of insulating current management
against the possibility of removal and could, by possibly reducing temporary
fluctuations in
17
<PAGE>
market price caused by accumulations of shares, deprive stockholders of
opportunities to sell at a temporarily higher market price. However, the Board
of Directors believes that inclusion of the Business Combination provisions in
the Articles of Incorporation may help assure fair treatment of stockholders
and preserve the assets of the Company.
The foregoing summary of certain provisions of the Articles of Incorporation
does not purport to be complete or to give effect to provisions of statutory or
common law. The foregoing summary is subject to, and qualified in its entirety
by reference to, the provisions of applicable law and the Articles of
Incorporation, a copy of which is incorporated by reference as an exhibit to
the Registration Statement of which this Prospectus is a part.
TRANSFER AGENT AND REGISTRAR
First Interstate Bank of California, Los Angeles, California, is the transfer
agent and registrar of the Common Stock.
DESCRIPTION OF SECURITIES WARRANTS
The Company may issue Securities Warrants for the purchase of Debt
Securities, Preferred Stock, Depositary Shares or Common Stock. Securities
Warrants may be issued independently or together with Debt Securities,
Preferred Stock, Depositary Shares or Common Stock offered by any Prospectus
Supplement and may be attached to or separate from such Debt Securities,
Preferred Stock, Depositary Shares or Common Stock. Each series of Securities
Warrants will be issued under a separate warrant agreement (a "Securities
Warrant Agreement") to be entered into between the Company and a bank or trust
company, as Securities Warrant agent, all as set forth in the Prospectus
Supplement relating to the particular issue of offered Securities Warrants. The
Securities Warrant agent will act solely as an agent of the Company in
connection with the Securities Warrant certificates relating to the Securities
Warrants and will not assume any obligation or relationship of agency or trust
for or with any holders of Securities Warrant certificates or beneficial owners
of Securities Warrants. The following summaries of certain provisions of the
Securities Warrant Agreement and Securities Warrants do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Securities Warrant Agreement and the Securities
Warrant certificates relating to each series of Security Warrants which will be
filed with the Commission and incorporated by reference as an exhibit to the
Registration Statement of which this Prospectus is a part at or prior to the
time of the issuance of such series of Security Warrants.
If Securities Warrants are offered, the applicable Prospectus Supplement will
describe the terms of such Securities Warrants, including, in the case of
Securities Warrants for the purchase of Debt Securities, the following where
applicable: (i) the offering price; (ii) the denominations and terms of the
series of Debt Securities purchasable upon exercise of such Securities
Warrants; (iii) the designation and terms of any series of Debt Securities,
Preferred Stock or Depositary Shares with which such Securities Warrants are
being offered and the number of such Securities Warrants being offered with
each such Debt Security, Preferred Stock or Depositary Share; (iv) the date, if
any, on and after which such Securities Warrants and the related series of Debt
Securities, Preferred Stock or Depositary Shares will be transferable
separately; (v) the principal amount of the series of Debt Securities
purchasable upon exercise of each such Securities Warrant and the price at
which such principal amount of Debt Securities of such series may be purchased
upon such exercise; (vi) the date on which the right to exercise such
Securities Warrants shall commence and the date (the "Expiration Date") on
which such right shall expire; (vii) whether the Securities Warrants will be
issued in registered or bearer form; (viii) any special United States Federal
income tax consequences; (ix) the terms, if any, on which the Company may
accelerate the date by which the Securities Warrants must be exercised; and (x)
any other terms of such Securities Warrants.
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<PAGE>
In the case of Securities Warrants for the purchase of Preferred Stock,
Depositary Shares or Common Stock, the applicable Prospectus Supplement will
describe the terms of such Securities Warrants, including the following where
applicable: (i) the offering price; (ii) the aggregate number of shares
purchasable upon exercise of such Securities Warrants, the exercise price, and
in the case of Securities Warrants for Preferred Stock or Depositary Shares,
the designation, aggregate number and terms of the series of Preferred Stock
purchasable upon exercise of such Securities Warrants or underlying the
Depositary Shares purchasable upon exercise of such Securities Warrants; (iii)
the designation and terms of the series of Debt Securities, Preferred Stock or
Depositary Shares with which such Securities Warrants are being offered and the
number of such Securities Warrants being offered with each such Debt Security,
Preferred Stock or Depositary Share; (iv) the date, if any, on and after which
such Securities Warrants and the related series of Debt Securities, Preferred
Stock, Depositary Shares or Common Stock will be transferable separately; (v)
the date on which the right to exercise such Securities Warrants shall commence
and the Expiration Date; (vi) any special United States Federal income tax
consequences; and (vii) any other terms of such Securities Warrants.
Securities Warrant certificates may be exchanged for new Securities Warrant
certificates of different denominations, may (if in registered form) be
presented for registration of transfer, and may be exercised at the corporate
trust office of the Securities Warrant agent or any other office indicated in
the applicable Prospectus Supplement. Prior to the exercise of any Securities
Warrant to purchase Debt Securities, holders of such Securities Warrants will
not have any of the rights of holders of the Debt Securities purchasable upon
such exercise, including the right to receive payments of principal of,
premium, if any, or interest, if any, on such Debt Securities or to enforce
covenants in the applicable indenture. Prior to the exercise of any Securities
Warrants to purchase Preferred Stock, Depositary Shares or Common Stock,
holders of such Securities Warrants will not have any rights of holders of such
Preferred Stock, Depositary Shares or Common Stock, including the right to
receive payments of dividends, if any, on such Preferred Stock or Common Stock,
or to exercise any applicable right to vote.
CERTAIN RISK CONSIDERATIONS
Any Securities Warrants issued by the Company will involve a certain degree
of risk, including risks arising from fluctuations in the price of the
underlying securities and general risks applicable to the stock market (or
markets) on which the underlying securities are traded.
Prospective purchasers of the Securities Warrants should recognize that the
Securities Warrants may expire worthless and, thus, purchasers should be
prepared to sustain a total loss of the purchase price of their Securities
Warrants. This risk reflects the nature of a Securities Warrant as an asset
which, other factors held constant, tends to decline in value over time and
which may, depending on the price of the underlying securities, become
worthless when it expires. The trading price of a Securities Warrant at any
time is expected to increase if the price, or, if applicable, dividend rate on
the underlying securities, increases. Conversely, the trading price of a
Securities Warrant is expected to decrease as the time remaining to expiration
of the Securities Warrant decreases and as the price or, if applicable,
dividend rate on the underlying securities, decreases. Assuming all other
factors are held constant, the more a Securities Warrant is "out-of-the-money"
(i.e., the more the exercise price exceeds the price of the underlying
securities and the shorter its remaining term to expiration), the greater the
risk that a purchaser of the Securities Warrant will lose all or part of his or
her investment. If the price of the underlying securities does not rise before
the Securities Warrant expires to an extent sufficient to cover a purchaser's
cost of the Securities Warrant, the purchaser will lose all or pan of his or
her investment in such Securities Warrant upon expiration.
In addition, prospective purchasers of the Securities Warrants should be
experienced with respect to options and option transactions and understand the
risks associated with options and should reach an investment decision only
after careful consideration, with their financial advisers, of the suitability
of the Securities Warrants in light of their particular financial circumstances
and the information discussed herein and, if applicable, the Prospectus
Supplement. Before purchasing, exercising or selling any Securities Warrants,
prospective purchasers and holders of Securities Warrants should carefully
consider, among other
19
<PAGE>
things, (i) the trading price of the Securities Warrants, (ii) the price of the
underlying securities at such time, (iii) the time remaining to expiration and
(iv) any related transaction costs. Some of the factors referred to above are
in turn influenced by various political, economic and other factors that can
affect the trading price of the underlying securities and should be carefully
considered prior to making any investment decisions.
Purchasers of the Securities Warrants should further consider that the
initial offering price of the Securities Warrants may be in excess of the price
that a purchaser of options might pay for a comparable option in a private,
less liquid transaction. In addition, it is not possible to predict the price
at which the Securities Warrants will trade in the secondary market or whether
any such market will be liquid. The Company may, but is not obligated to, file
an application to list any Securities Warrants issued on a United States
national securities exchange. To the extent that any Securities Warrants are
exercised, the number of Securities Warrants outstanding will decrease, which
may result in a lessening of the liquidity of the Securities Warrants. Finally,
the Securities Warrants will constitute direct, unconditional and unsecured
obligations of the Company and as such will be subject to any changes in the
perceived creditworthiness of the Company.
EXERCISE OF SECURITIES WARRANTS
Each Securities Warrant will entitle the holder thereof to purchase such
principal amount of Debt Securities or number of shares of Preferred Stock,
Depositary Shares or Common Stock, as the case may be, at such exercise price
as shall in each case be set forth in, or calculable from, the Prospectus
Supplement relating to the offered Securities Warrants. After the close of
business on the Expiration Date (or such later date to which such Expiration
Date may be extended by the Company), unexercised Securities Warrants will
become void.
Securities Warrants may be exercised by delivering to the Securities Warrant
agent payment as provided in the applicable Prospectus Supplement of the amount
required to purchase the Debt Securities, Preferred Stock, Depositary Shares or
Common Stock, as the case may be, purchasable upon such exercise together with
certain information set forth on the reverse side of the Securities Warrant
certificate. Securities Warrants will be deemed to have been exercised upon
receipt of payment of the exercise price, subject to the receipt within five
(5) business days, of the Securities Warrant certificate evidencing such
Securities Warrants. Upon receipt of such payment and the Securities Warrant
certificate properly completed and duly executed at the corporate trust office
of the Securities Warrant agent or any other office indicated in the applicable
Prospectus Supplement, the Company will, as soon as practicable, issue and
deliver the Debt Securities, Preferred Stock, Depositary Shares or Common
Stock, as the case may be, purchasable upon such exercise. If fewer than all of
the Securities Warrants represented by such Securities Warrant certificate are
exercised, a new Securities Warrant certificate will be issued for the
remaining amount of Securities Warrants.
AMENDMENTS AND SUPPLEMENTS TO SECURITIES WARRANT AGREEMENT
The Securities Warrant Agreements may be amended or supplemented without the
consent of the holders of the Securities Warrants issued thereunder to effect
changes that are not inconsistent with the provisions of the Securities
Warrants and that do not adversely affect the interests of the holders of the
Securities Warrants.
COMMON STOCK WARRANT ADJUSTMENTS
Unless otherwise indicated in the applicable Prospectus Supplement, the
exercise price of, and the number of shares of Common Stock covered by, a
Common Stock Warrant are subject to adjustment in certain events, including (i)
payment of a dividend on the Common Stock payable in capital stock and stock
splits, combinations or reclassifications of the Common Stock, (ii) issuance to
all holders of Common Stock of rights or warrants to subscribe for or purchase
shares of Common Stock at less than their current market price (as defined in
the Securities Warrant Agreement for such series of Common Stock Warrants), and
(iii) certain distributions of evidences of indebtedness or assets (including
securities but excluding cash dividends or distributions paid out of
consolidated earnings or retained earnings or dividends payable in Common
Stock) or of subscription rights and warrants (excluding those referred to
above).
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<PAGE>
No adjustment in the exercise price of, and the number of shares of Common
Stock covered by, a Common Stock Warrant will be made for regular quarterly or
other periodic or recurring cash dividends or distributions or for cash
dividends or distributions to the extent paid from consolidated earnings or
retained earnings. No adjustment will be required unless such adjustment would
require a change of at least 1% in the exercise price then in effect. Except as
stated above, the exercise price of, and the number of shares of Common Stock
covered by, a Common Stock Warrant will not be adjusted for the issuance of
Common Stock or any securities convertible into or exchangeable for Common
Stock, or carrying the right or option to purchase or otherwise acquire the
foregoing, in exchange for cash, other property or services.
In the event of any (i) consolidation or merger of the Company with or into
any entity (other than a consolidation or a merger that does not result in any
reclassification, conversion, exchange or cancellation of outstanding shares of
Common Stock), (ii) sale, transfer, lease or conveyance of all or substantially
all of the assets of the Company or (iii) reclassification, capital
reorganization or change of the Common Stock (other than solely a change in par
value or from par value to no par value), then any holder of a Common Stock
Warrant will be entitled, on or after the occurrence of any such event, to
receive on exercise of such Common Stock Warrant the kind and amount of shares
of stock or other securities, cash or other property (or any combination
thereof) that the holder would have received had such holder exercised such
holder's Common Stock Warrant immediately prior to the occurrence of such
event. If the consideration to be received upon exercise of the Common Stock
Warrant following any such event consists of common stock of the surviving
entity, then from and after the occurrence of such event, the exercise price of
such Common Stock Warrant will be subject to the same anti-dilution and other
adjustments described in the second preceding paragraph, applied as if such
common stock were Common Stock.
PLAN OF DISTRIBUTION
The Company may sell the Securities to one or more underwriters for public
offering and sale by them or may sell the Securities to investors directory or
through agents. Any such underwriter or agent involved in the offer and sale of
Securities will be named in the applicable Prospectus Supplement. The Company
has reserved the right to sell Securities directly to investors on its own
behalf in those jurisdictions where and in such manner as it is authorized to
do so.
Underwriters may offer and sell Securities at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Company
also may offer and sell Securities in exchange for one or more of its
outstanding issues of the Securities or other securities. The Company also may,
from time to time, authorize dealers, acting as the Company's agents, to offer
and sell Securities upon the terms and conditions as are set forth in the
applicable Prospectus Supplement. In connection with the sale of Securities,
underwriters may receive compensation from the Company in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the Securities for whom they may act as agent. Underwriters may
sell Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agent.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Securities, and any discounts, concessions
or commissions allowed by underwriters to participating dealers, will be set
forth in the applicable Prospectus Supplement. Dealers and agents participating
in the distribution of Securities may be deemed to be underwriters, and any
discounts and commissions received by them and any profit realized by them on
resale of the Securities may be deemed to be underwriting discounts and
commissions. Underwriters, dealers and agents may be entitled, under agreements
entered into with the Company, to indemnification against and contribution
toward certain civil liabilities.
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<PAGE>
If so indicated in the Prospectus Supplement, the Company will authorize
dealers acting as the Company's agents to solicit offers by certain
institutions to purchase the Securities from the Company at the public offering
price set forth in the applicable Prospectus Supplement pursuant to delayed
delivery contracts ("Contracts") providing for payment and delivery on the date
or dates stated in such Prospectus Supplement. Each Contract will be for an
amount not less than, and the aggregate principal amount of the Securities sold
pursuant to Contracts shall be not less nor more than, the respective amounts
stated in the applicable Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions but will in all cases be
subject to the approval of the Company. Contracts will not be subject to any
conditions except (i) the purchase by an institution of the Securities covered
by its Contracts shall not at the time of delivery be prohibited under the laws
of any jurisdiction in the United States to which such institution is subject,
and (ii) if the Securities are being sold to underwriters, the Company shall
have sold to such underwriters the total principal amount of such Securities
less the principal amount thereof covered by Contracts.
The net proceeds to the Company from the sale of the Securities will be the
purchase price of the Securities less any such discounts or commissions and the
other attributable expenses of issuance and distribution.
LEGAL MATTERS
The validity of the Securities offered hereby will be passed upon for the
Company by O'Melveny & Myers. In addition, O'Melveny & Myers has passed upon
certain federal income tax matters relating to the Company.
EXPERTS
The consolidated balance sheets of the Company as of December 31, 1992 and
1991 and the consolidated statements of operations, stockholders' equity and
cash flows for each of the three years in the period ended December 31, 1992,
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement, have been audited by Arthur Andersen & Co., independent public
accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE HEREIN, IN CONNEC-
TION WITH THIS OFFERING AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTA-
TIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY
OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR SOLICI-
TATION OF AN OFFER TO BUY, ANY OF THESE SECURITIES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JU-
RISDICTION. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT
THE INFORMATION IN THE PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PROSPECTUS SUPPLEMENT
<S> <C>
The Company................................................................ S-3
Recent Developments........................................................ S-4
Use of Proceeds............................................................ S-4
Selected Financial Data.................................................... S-5
Price Range of Shares and Dividend History................................. S-6
Distributions.............................................................. S-6
Capitalization............................................................. S-7
Management................................................................. S-8
Underwriting............................................................... S-9
Legal Matters.............................................................. S-10
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Selected Financial Information............................................. 4
Use of Proceeds............................................................ 5
Description of Debt Securities............................................. 5
Description of Preferred Stock............................................. 10
Description of Depositary Shares........................................... 13
Description of Common Stock................................................ 16
Description of Securities Warrants......................................... 18
Plan of Distribution....................................................... 21
Legal Matters.............................................................. 22
Experts.................................................................... 22
</TABLE>
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1,000,000 SHARES
[LOGO OF NATIONWIDE HEALTH PROPERTIES, INC.]
COMMON STOCK
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NATWEST SECURITIES LIMITED
DEAN WITTER REYNOLDS INC.
PAINEWEBBER INCORPORATED
PROSPECTUS SUPPLEMENT
MAY , 1995
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