<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NATIONWIDE HEALTH PROPERTIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 19, 1996
To the Stockholders:
The Annual Meeting of Stockholders of Nationwide Health Properties, Inc.
(the "Company") will be held at The Sutton Place Hotel, 4500 MacArthur
Boulevard, Newport Beach, California on April 19, 1996 at 1:00 p.m., for the
following purposes:
1. To elect two directors;
2. To vote upon a proposal to amend the Company's Stock Option Plan;
3. To ratify the selection of Arthur Andersen LLP as independent
accountants for the year ending December 31, 1996; and
4. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The nominees for election as directors are R. Bruce Andrews and Charles D.
Miller, both of whom are currently serving as directors of the Company.
The Board of Directors has fixed the close of business on March 8, 1996 as
the record date for the determination of stockholders who are entitled to
notice of and to vote at the meeting, or any adjournments thereof.
We encourage you to attend the meeting. Whether you are able to attend or
not, we urge you to indicate your vote on the enclosed proxy card FOR the
election of the directors named in the attached Proxy Statement and FOR the
proposal to amend the Company's Stock Option Plan and FOR the ratification of
Arthur Andersen LLP as independent accountants for the year ending December
31, 1996. Please sign and return the proxy card promptly in the enclosed
envelope. If you attend the meeting, you may vote in person even if you have
previously mailed a proxy card.
By Order of the Board of
Directors
R. Bruce Andrews
President and Chief Executive
Officer
March 14, 1996
Newport Beach, California
<PAGE>
NATIONWIDE HEALTH PROPERTIES, INC.
4675 MACARTHUR COURT, SUITE 1170
NEWPORT BEACH, CALIFORNIA 92660
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 19, 1996
The accompanying proxy is solicited by the Board of Directors of Nationwide
Health Properties, Inc. (the "Company") to be voted at the Annual Meeting of
Stockholders to be held April 19, 1996, and at any adjournments of the
meeting. It is anticipated that this proxy material will be mailed on or about
March 14, 1996.
A stockholder giving a proxy has the power to revoke it at any time before
it is exercised. A proxy may be revoked by filing with the Secretary of the
Company (i) an instrument revoking the proxy or (ii) a duly executed proxy
bearing a later date. The powers of the proxy holders will be suspended if the
person executing the proxy is present at the meeting and elects to vote in
person. If the proxy is neither revoked nor suspended, it will be voted by
those therein named.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The outstanding voting securities of the Company as of March 8, 1996
consisted of 38,729,932 shares of Common Stock, par value $.10 per share
("Common Stock"). Stockholders of record as of the close of business on March
8, 1996 are entitled to notice of and to vote at the meeting and any
adjournments thereof. Each holder of shares of Common Stock is entitled to one
vote per share on all matters properly brought before the meeting. Shares
represented by proxy or in person at the Annual Meeting will be tabulated by
the inspector of elections appointed for the meeting and who will also
determine whether or not a quorum is present. The inspector of elections will
treat abstentions as shares that are present and entitled to vote for purposes
of determining the presence of a quorum and (except as noted below) as shares
present for other purposes but as unvoted for purposes of determining the
approval of any matter submitted to the stockholders for a vote. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter.
Stockholders are not permitted to cumulate votes for the purpose of electing
directors or otherwise.
The following table sets forth the names of those stockholders known to the
Company to be the beneficial owners of more than 5% of the Company's
outstanding Common Stock at December 31, 1995, as adjusted to reflect the two-
for-one stock split effective on March 8, 1996.
<TABLE>
<CAPTION>
COMMON STOCK PERCENT OF
BENEFICIALLY OUTSTANDING
BENEFICIAL OWNER OWNED SHARES
---------------- ------------ -----------
<S> <C> <C>
Cohen & Steers Capital Management, Inc......... 3,728,200(1) 9.6%
757 Third Avenue
New York, NY 10017
Scudder, Stevens & Clark, Inc. ................ 3,725,000(2) 9.6%
345 Park Avenue
New York, NY 10154
Franklin Resources, Inc........................ 2,361,500(3) 6.1%
777 Mariners Island Blvd.
San Mateo, CA 94404
</TABLE>
<PAGE>
- --------
(1) Cohen & Steers Capital Management, Inc. had sole dispositive power with
respect to 3,728,200 of such shares and sole voting power with respect to
3,178,000 of such shares. Share ownership numbers are based on information
as of December 31, 1995 obtained from a Schedule 13G filed with the
Securities and Exchange Commission by Cohen & Steers Capital Management,
Inc.
(2) Scudder, Stevens & Clark, Inc. had sole dispositive power with respect to
3,725,000 of such shares, sole voting power with respect to 1,501,000 of
such shares and shared voting power with respect to 1,431,400 of such
shares. Share ownership numbers are based on information as of December
31, 1995 obtained from a Schedule 13G filed with the Securities and
Exchange Commission by Scudder, Stevens & Clark, Inc.
(3) Franklin Resources, Inc. had shared dispositive power with respect to
2,361,500 of such shares, sole voting power with respect to 2,263,400 of
such shares and shared voting power with respect to 74,200 of such shares.
Share ownership numbers are based on information as of December 31, 1995
obtained from a Schedule 13G filed with the Securities and Exchange
Commission by Franklin Resources, Inc.
PROPOSAL I
ELECTION OF DIRECTORS
Pursuant to the Company's Articles of Incorporation, the directors have been
divided into three groups. At the meeting, two directors will be elected in
one group to hold office for a term of three years or, in each case, until
their respective successors shall have been duly elected and qualified. The
remaining directors shall continue in office until their respective terms
expire and until their successors have been duly elected and qualified.
The nominees for election to the two positions of director to be voted upon
at the meeting are R. Bruce Andrews and Charles D. Miller. Unless authority to
vote for the election of directors has been specifically withheld, the persons
named in the accompanying proxy intend to vote for the election of Messrs.
Andrews and Miller to hold office as directors for a term of three years each
or until their respective successors have been duly elected and qualified. The
affirmative vote of a majority of all votes cast at the Annual Meeting is
required for the election of directors.
If any nominee becomes unavailable for any reason (which event is not
anticipated), the shares represented by the enclosed proxy may (unless such
proxy contains instructions to the contrary) be voted for such other person or
persons as may be determined by the holders of such proxies. In no event would
the proxy be voted for more than two nominees.
2
<PAGE>
The following information relates to the nominees for election as directors
of the Company, the other persons whose terms as directors continue after the
meeting, certain executive officers, and all directors and executive officers
of the Company as a group:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY
EXPIRATION OWNED AT
OF TERM AS FEBRUARY 29,
NAME AGE POSITION DIRECTOR(1) 1996(2)
---- --- -------- ----------- ------------
<S> <C> <C> <C> <C>
Milton J. Brock, Jr.*x.. 80 Chairman of the Board and Director 1998 40,600(3)
R. Bruce Andrews*x...... 55 President, Chief Executive Officer and Director 1996 138,366
David R. Banks+*........ 59 Director 1996 21,400
Sam A. Brooks, Jr.*(S).. 57 Director 1997 41,200
Charles D. Miller(S)+x.. 68 Director 1996 42,200
Jack Samuelson*......... 71 Director 1998 2,400
Mark L. Desmond......... 37 Senior Vice President and Chief Financial Officer 36,600
T. Andrew Stokes........ 48 Senior Vice President of Corporate Development 11,500
Gary E. Stark........... 40 Vice President and General Counsel 9,000
All directors and executive officers as a group (10 persons).............................. 343,266(3)
</TABLE>
- --------
* Member of Investment Committee
(S)Member of Audit Committee
+ Member of Compensation Committee
x Member of Nominating Committee
(1) All directors were first elected in 1985, except R. Bruce Andrews, who was
elected in October 1989, and Jack D. Samuelson, who was elected in October
1994.
(2) Except as otherwise noted, all shares are owned beneficially with sole
voting and investment power and have been adjusted to reelect the two-for-
one stock split effective on March 8, 1996. In each instance, and in the
aggregate for all directors and executive officers as a group, shares
owned represent less than 1% of the outstanding Common Stock.
(3) Such amount includes 1,600 shares held in trusts for certain of Mr.
Brock's family members, of which Mr. Brock serves as trustee, and 35,400
shares held in a trust, of which Mr. Brock and his wife serve as trustees.
Such amount does not include 6,000 shares owned by Mr. Brock's wife, as to
which Mr. Brock disclaims any beneficial interest.
MILTON J. BROCK, JR.--Chairman of the Board of the Company since September
1989 and a director of the Company since its inception. Mr. Brock served as
President and Chief Executive Officer of the Company from June 1988 to
September 1989. Mr. Brock began his career in 1940 with M. J. Brock & Sons,
Inc., a real estate contractor and developer, and was elected President in
1959, Chairman and Chief Executive Officer in 1973 and Chairman Emeritus in
1985 upon his retirement. Mr. Brock was a director of Bank of America REIT
(now BRE Properties) from its inception until his retirement in 1985, and had
served for 26 years as a director of Hollywood Presbyterian Medical Center.
R. BRUCE ANDREWS--President and Chief Executive Officer of the Company since
September 1989 and a director of the Company since October 1989. Mr. Andrews
had previously served as a director of American Medical International, Inc., a
hospital management company, and served as its Chief Financial Officer from
1970 to 1985 and its Chief Operating Officer in 1985 and 1986. From 1986
through 1989, Mr. Andrews was engaged in various private investments. Mr.
Andrews is also a director of Alexander Haagen Properties, Inc. and ARV
Assisted Living, Inc.
DAVID R. BANKS--Director. Mr. Banks has served as Chairman and Chief
Executive Officer of Beverly Enterprises, Inc., an operator of nursing
facilities, pharmacies and pharmacy-related outlets, since October 1995. Mr.
Banks joined Beverly Enterprises, Inc. as President and Chief Operating
Officer in October 1979, was elected President and Chief Executive Officer in
May 1989 and was elected Chairman, President and Chief Executive Officer in
March 1990. He has been a director of Beverly Enterprises, Inc. since
September 1979. Mr. Banks is also a director of Ralston Purina Company and
Wellpoint Health Networks Inc. Mr. Banks was Chairman of the Board of the
Company from its inception until June 1988.
3
<PAGE>
SAM A. BROOKS, JR.--Director. Mr. Brooks has been President and Chief
Executive Officer and a Director of Renal Care Group, Inc., an operator of
outpatient dialysis clinics since February 1996 and has been President of
MedCare Investment Corporation, a health care investment company, since May
1991. Mr. Brooks was Chairman of Rivendell of America, an operator of in-
patient psychiatric facilities, from June 1989 to April 1991. Mr. Brooks is a
director of Kinetic Concepts, Inc., PhyCor, Inc. and Quorum Health Group, Inc.
Mr. Brooks was Chairman of the Board of the Company from June 1988 to
September 1989. Mr. Brooks served as President and Chief Executive Officer of
the Company from its inception until June 1988. Mr. Brooks was the Chief
Financial Officer of Hospital Corporation of America, a hospital management
company, from 1970 to 1985.
CHARLES D. MILLER--Director. Mr. Miller has served as the Chairman and Chief
Executive Officer of Avery Dennison Corporation, a manufacturer of self-
adhesive materials, labels and office products, since 1983. Mr. Miller is also
a director of Great Western Financial Corporation, Edison International and
Pacific Mutual Life Insurance Company.
JACK D. SAMUELSON--Director. Mr. Samuelson co-founded Samuelson Brothers, a
real estate contractor and developer, in 1946 and has served as President and
Chairman of the Board since 1957.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors held nine meetings during 1995. During that period,
no director attended less than 75% of all meetings of the Board and of
committees on which he served.
The Audit Committee, which met twice in 1995, selects the Company's
independent accountants, fixes the compensation to be paid to such
accountants, reports to the Board with respect to the scope of audit
procedures and determines whether certain policies and procedures of the
Company are being complied with.
The Investment Committee, which held seven meetings during 1995, has the
power to approve the Company's investments and reviews the Company's
investment policies.
The Compensation Committee, which held four meetings in 1995, has been
delegated the functions of the Board with respect to the compensation of the
Company's key management personnel, and administration of the Company's Stock
Option Plan and Deferred Compensation Plan.
The Nominating Committee, which met once in 1995, reviews candidates for
director suggested by management, directors, stockholders and others and makes
recommendations to the Board of Directors regarding the composition of the
Board of Directors and selection of individual candidates for election to the
Board of Directors. Suggestions by stockholders for candidates should be
submitted in writing, accompanied by biographical material for evaluation, and
sent to the office of the President, Nationwide Health Properties, Inc., 4675
MacArthur Court, Suite 1170, Newport Beach, California 92660.
Non-employee directors receive compensation for their Board service in the
amount of $23,000 per year. The Chairman receives an additional $12,000 per
year. Committee chairmen receive additional compensation for their Board
Committee service in the amount of $3,600 per year. Non-employee directors
also receive $1,000 for attendance at each meeting of the Board and $500 for
attendance at each committee meeting. The Company reimburses directors for
travel expenses incurred in connection with their duties as directors of the
Company.
Directors who are not full-time officers of the Company receive formula
awards of restricted stock on an annual basis under the Company's Stock Option
Plan. The current amount of such awards is 1,200 restricted shares per year,
but an amendment to the Stock Option Plan would increase that number to 2,000
if approved by the stockholders at the Annual Meeting. See "Proposal II."
In addition, non-employee directors are eligible to participate in the
Retirement Plan for Directors (the "Directors' Retirement Plan"), whereby
individuals who were directors as of January 1, 1990 and subsequently
terminate their service as a director with at least five years of service are
entitled to receive an annual retirement
4
<PAGE>
benefit from the Company equal to the aggregate annual director retainer in
effect at the time of the eligible director's termination from the Board. The
current retainer amount is $23,000 per year. Any increases in the annual
retainer which take effect after an eligible director's termination from the
Board will automatically operate to increase the annual retirement benefit
under the Directors' Retirement Plan.
Benefits under the Directors' Retirement Plan will be paid for a period
equal to the number of years of service that the eligible director served on
the Board. Upon death of an eligible director, any benefits under the
Directors' Retirement Plan will be paid to his or her surviving spouse in
accordance with the same payment schedule set forth above until receipt of the
maximum benefit to which the eligible director would have been entitled had he
or she survived or until the death of the eligible spouse, whichever occurs
first.
5
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth for the years ended December 31, 1995, 1994
and 1993, the compensation for services in all capacities to the Company of
those persons who were at December 31, 1995 (i) the chief executive officer
and (ii) the other highly compensated executive officers of the Company whose
total 1995 salary and bonus exceeded $100,000 (the "Named Executive
Officers"). No other individuals served as executive officers during 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
RESTRICTED
ANNUAL COMPENSATION STOCK AWARDS
-------------------- ------------
NAME AND PRINCIPAL ALL OTHER
POSITION YEAR SALARY($) BONUS($) ($)(1) COMPENSATION($)(2)
- ------------------ ---- ---------- --------- ------------ ------------------
<S> <C> <C> <C> <C> <C>
R. Bruce Andrews........ 1995 $ 366,500 $ 220,000 $254,625 $14,660
President & Chief 1994 346,500 210,000 238,688 13,860
Executive Officer 1993 330,000 165,000 233,625 13,200
Mark L. Desmond......... 1995 126,000 50,400 72,750 5,040
Senior Vice President 1994 120,000 50,000 53,438 4,800
& Chief Financial 1993 115,000 34,500 50,063 4,600
Officer
T. Andrew Stokes........ 1995 126,000 50,400 72,750 --
Senior Vice President 1994 120,000 50,000 53,438 4,800
of Corporate 1993 115,000 34,500 25,031 4,238
Development
Gary E. Stark........... 1995 120,000 36,000 54,563 --
Vice President & 1994 114,000 34,200 53,438 --
General Counsel 1993 105,000 31,500 50,603 --
</TABLE>
- --------
(1) Restricted stock awards vest five years after the date of issuance. Dollar
amounts shown equal the number of shares of restricted stock awarded
multiplied by the stock price on award date, without giving effect to the
diminution of value attributable to the restrictions on such stock. The
table below shows the number, as adjusted for the two-for-one stock split
effective on March 8, 1996, and value of the aggregate restricted stock
holdings as of December 31, 1995 of each Named Executive Officer:
<TABLE>
<CAPTION>
SHARES VALUE
------ ----------
<S> <C> <C>
R. Bruce Andrews........................................ 54,800 $1,150,800
Mark L. Desmond......................................... 13,000 273,000
T. Andrew Stokes........................................ 11,500 241,500
Gary E. Stark........................................... 9,000 189,000
</TABLE>
The value of the aggregate restricted stock holdings is based upon the
closing price of the Company's Common Stock on December 31, 1995 of $21.00,
without giving effect to the diminution of value attributable to the
restrictions on such stock. Dividends are paid on the restricted stock at
the same rate that the Company pays dividends on all of its shares of
Common Stock.
(2) Such amounts represent the Company's matching contribution to the Named
Executive Officers deferred compensation plan account.
6
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to the Named
Executive Officers concerning the exercise of stock options during 1995 and
unexercised stock options held as of December 31, 1995, as adjusted for the
two-for-one stock split effective on March 8, 1996. During 1995, no options
were granted to any of the Named Executive Officers.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
SHARES YEAR-END(#) YEAR-END($)(A)
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE(#) REALIZED($)(A) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark L. Desmond......... 1,800 $22,163 3,400 -- $52,275 --
</TABLE>
- --------
(A) Market value of the underlying securities at exercise date or year-end, as
the case may be, minus the exercise price of "in-the-money" stock options.
EXECUTIVE EMPLOYMENT SECURITY POLICY
The Company has adopted an Executive Employment Security Policy which
provides generally that if, within three years following a change of control,
the employment of any plan participant is terminated, except under defined
circumstances, the participant shall be entitled to receive payments equal to
their highest compensation for twelve to thirty-six months depending upon the
participant's length of employment. Such payments would be reduced by one-half
of any compensation received from any new employment. R. Bruce Andrews, Mark
L. Desmond, T. Andrew Stokes and Gary E. Stark have been designated plan
participants.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Banks serves as Chairman, President and Chief Executive Officer of
Beverly Enterprises, Inc. Mr. Banks is a member of the Company's Compensation
Committee and was Chairman of the Board of Directors of the Company from its
inception until June 1988. At December 31, 1995, Beverly Enterprises, Inc. or
its subsidiaries ("Beverly") leased and operated 45 of the Company's 168 owned
facilities and operated four of the 42 facilities securing the Company's
mortgage loans receivable. During 1995, the Company sold two facilities to
Beverly, the lessee of such facilities, for an aggregate purchase price of
$6,250,000. The Company received $625,000 in cash and mortgage notes in the
amount of $5,625,000 which are secured by such facilities. Beverly paid
aggregate rent, including additional rent, and interest payments of
approximately $21,921,000 to the Company in 1995. The aggregate minimum rental
payable in 1996 by Beverly to the Company for the 45 facilities leased and
operated as of December 31, 1995 is expected to be approximately $14,992,000.
Additional rent, based upon increased net patient revenues of such facilities,
may also be payable by Beverly to the Company in 1996. The aggregate interest
payable in 1996 by Beverly to the Company for the mortgage loans is expected
to be approximately $867,000.
REPORT OF THE COMPENSATION COMMITTEE
WITH RESPECT TO EXECUTIVE COMPENSATION
Members of the Compensation Committee administer the Company's various
incentive plans, including its stock incentive plan, its annual bonus plan and
its deferred compensation plan. In addition, the Committee reviews
compensation levels of members of management, evaluates the performance of
management and considers management succession. The Committee reviews with the
Board in detail all aspects of compensation for the Company's executive
officers.
The compensation policy of the Company, which is endorsed by the Committee,
is that a substantial portion of the annual compensation of each officer
relates to and is contingent upon the performance of the Company, as well as
the individual contribution of each officer. As a result, much of an executive
officer's compensation is "at risk" with annual bonus and long-term incentive
compensation amounting to a significant portion of each executive officer's
total compensation.
7
<PAGE>
In the fall of 1995, the Compensation Committee retained the services of
Strategic Compensation Associates ("SCA"), an executive compensation
consulting firm, to assist the Committee in its assessment of the Company's
compensation programs for its executive officers. SCA's study developed two
peer groups of companies: (1) publicly-traded healthcare real estate
investment trusts (REITS); and (2) publicly-traded general REITs. From its
analysis of the peer groups of companies, SCA calculated total shareholder
return on a three-year basis for healthcare REITs and general REITs, and on a
five-year basis for general REITs. SCA then determined competitive
compensation levels for the Company's four senior executives and developed
recommendations for long-term incentives, including the recommendation that
the Company's 1989 Stock Option Plan be amended to provide for performance-
based dividend equivalents.
While SCA's assessment included an analysis of bonus payments to be made in
January of 1996 for 1995 performance, its recommendations primarily addressed
compensation for 1996 and future years.
1995 EXECUTIVE COMPENSATION COMPONENTS
The Company's executive compensation for 1995 was based on three key
components.
BASE SALARY. Salaries for executives were reviewed by the Compensation
Committee in February of 1995 and were increased based upon a subjective
assessment of the individual executive's contribution to the Company as well
as competitive pay levels. Base salary was intended to be set at a level
competitive to amounts paid to executive officers of companies with similar
business structure, size and marketplace orientation. The consideration of
competitive salaries for 1995 was subjective and was based on the business
experience of the members of the Compensation Committee and not on a specific
list of companies, the comparable performance of such other companies, or on
target levels tied to salaries of comparable companies.
ANNUAL BONUS. The annual bonuses for 1995 were awarded in January of 1996 in
cash based upon the recommendations of SCA, including an evaluation by SCA of
the performance of the Company as a whole, together with a subjective
evaluation by the Compensation Committee of the performance of each executive
officer.
LONG-TERM INCENTIVES. All of the executive officers participate in the
Company's Stock Option Plan. That plan's primary purpose is to offer an
incentive for long-term performance of the Company. The plan provides for
awards of restricted stock, grants of options and stock appreciation rights.
Since 1992, awards of restricted stock have been made annually to the
executive officers of the Company. Such restricted stock vests five years
after the date of award and is intended to build each executive officer's
equity interest in the Company as well as provide incentives for the long-term
performance of the Company. Awards to executive officers other than the Chief
Executive Officer have ranged between 1,500 to 4,000 shares per year, and
awards to the Chief Executive Officer have ranged between 13,400 and 14,000
per year, as adjusted for the two-for-one stock split effective on March 8,
1996. The levels of such awards were determined in part by an assessment of
the performance of the Company based on subjective and objective factors,
including total return to stockholders, growth in per share funds from
operations, asset growth, credit quality and the perception of the Company by
industry analysts; however, no specific targets are assigned or established by
the Compensation Committee for these criteria. The levels of awards made and
the proportion of total compensation payable through restricted stock awards
is not subject to any fixed formula.
1995 CEO COMPENSATION
Mr. Andrews' salary for 1995 was set by the Compensation Committee at its
February 1995 meeting. Mr. Andrews' base salary was increased $20,000 to
$366,500 in light of salaries being paid to other similarly situated CEO's as
determined based on the business experience of the members of the Compensation
Committee and in recognition of the Company's performance in 1994 under his
leadership.
Mr. Andrews' bonus with respect to 1995 was $220,000, or approximately 60%
of his base salary for 1995, and was awarded based on the recommendation of
SCA as well as a subjective evaluation by the Committee of Mr. Andrews'
performance and of the performance of the Company as a whole.
8
<PAGE>
Mr. Andrews was awarded 14,000 shares of restricted stock in February 1995,
or 69% of his base salary based on the market value of the stock on the award
date. The purpose of this award was to provide a long-term incentive to Mr.
Andrews as the stock vests on the fifth anniversary of the award date. The
award was based upon a subjective evaluation of Mr. Andrews' performance and
that of the Company as a whole.
POLICY WITH RESPECT TO SECTION 162(M)
The Compensation Committee has considered the anticipated tax treatment to
the Company regarding the compensation and benefits paid to the executive
officers of the Company in light of the enactment of Section 162(m) of the
Internal Revenue Code of 1986, as amended. The basic philosophy of the
Compensation Committee is to strive to provide such executive officers with a
compensation package which will preserve the deductibility of such payments
for the Company. However, certain types of compensation payments and their
deductibility depend upon the timing of an executive officer's vesting or
exercise of previously granted rights. Moreover, interpretations of and
changes in the tax laws and other factors beyond the Compensation Committee's
control may affect the deductibility of certain compensation payments. The
Compensation Committee will consider various alternatives to preserve the
deductibility of compensation payments and benefits to the extent reasonably
practicable and to the extent consistent with its other compensation
objectives.
March 14, 1996 Compensation Committee
Charles D. Miller (Chairman)
David R. Banks
9
<PAGE>
PERFORMANCE GRAPH
The following graph demonstrates the performance of the cumulative total
return to the stockholders of the Company's Common Stock during the previous
five years in comparison to the cumulative total return on the National
Association of Real Estate Investment Trusts' (NAREIT) Equity Index and the
Standard & Poor's 500 Stock Index. The NAREIT Equity Index is comprised of all
tax-qualified, equity oriented, real estate investment trusts listed on the
New York Stock Exchange, the American Stock Exchange or the NASDAQ National
Market System.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG NHP, S&P 500 INDEX AND NAREIT EQUITY INDEX
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period S&P NAREIT
(Fiscal Year Covered) NHP 500 INDEX EQUITY INDEX
- ------------------- ---------- --------- ------------
<S> <C> <C> <C>
Measurement Pt- 12/90 $100 $100 $100
FYE 12/91 $170.26 $130.47 $135.68
FYE 12/92 $219.58 $140.41 $152.2
FYE 12/93 $256.22 $154.56 $180.43
FYE 12/94 $276.84 $156.6 $181.88
FYE 12/95 $350.1 $215.45 $215.18
</TABLE>
IT SHOULD BE NOTED THAT THIS GRAPH REPRESENTS HISTORICAL STOCK PRICE
PERFORMANCE AND IS NOT NECESSARILY INDICATIVE OF ANY FUTURE STOCK PRICE
PERFORMANCE.
THE FOREGOING REPORT OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE GRAPH
THAT APPEARS IMMEDIATELY AFTER SUCH REPORT SHALL NOT BE DEEMED TO BE
SOLICITING MATERIAL OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 OR
INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED.
10
<PAGE>
PROPOSAL II
APPROVAL OF AMENDMENT TO
THE NATIONWIDE HEALTH PROPERTIES, INC.
1989 STOCK OPTION PLAN, AS AMENDED AND RESTATED
The Board of Directors adopted the Nationwide Health Properties, Inc. Stock
Option Plan on November 13, 1989, which was approved by the stockholders of
the Company on April 27, 1990. On January 24, 1992, the Board of Directors
amended and restated the 1989 Stock Option Plan, and the stockholders of the
Company approved the amendment and restatement on April 24, 1992. The
principal terms of the 1989 Stock Option Plan, as Amended and Restated (the
"Plan") are summarized below. The Board of Directors amended the Plan on
January 19, 1996, subject to stockholder approval. The amendment to the Plan
(the "Amendment") increases the number of shares available for grants of
awards under the Plan, increases the formula awards of restricted stock to
directors who are not full-time officers and provides for awards of dividend
equivalents relating to stock options. Annexed to this Proxy Statement as
Exhibit A is the text of the Amendment which should be referred to for a
complete statement of its terms and provisions. The closing price of the
Common Stock of the Company on March 8, 1996, as reported by the New York
Stock Exchange was $21 7/16 per share.
REQUIRED VOTE
The affirmative vote by a majority of the shares present or represented and
entitled to vote at the Annual Meeting will constitute approval of the
Amendment. If the Amendment is not approved by the Company's stockholders, the
Plan will continue in effect in its unamended form. THE BOARD OF DIRECTORS
RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL OF THE AMENDMENT.
PURPOSE OF THE PLAN
The Plan constitutes a key element of the Company's long-term incentive
program which is intended to attract, retain and motivate key employees and
directors of the Company, to align key employee, director and stockholder
interests and to provide participants with added incentives for high levels of
performance and for efforts to increase the earnings, value and distributions
of the Company.
PROPOSED AMENDMENT TO THE PLAN
A total of 800,000 shares of Common Stock are currently authorized for
issuance under the Plan, of which 309,500 shares remain available for grants
of future awards. The Board of Directors has determined that additional shares
are necessary for grants of awards under the Plan in order for the Company to
meet its objectives under its long-term incentive program. The Amendment would
increase the total number of shares authorized by the Plan by 800,000 shares,
thereby making an aggregate of 1,109,500 shares currently available for
grants. The number of securities issuable under the Plan and pursuant to
outstanding options and stock appreciation rights will continue to be subject
to adjustment to prevent enlargement or dilution of rights resulting from
recapitalizations, reorganizations or similar transactions.
In addition, the Plan provides for formula awards of restricted stock to
certain directors who are not full-time officers of the Company in the amount
of 1,200 shares for each initial grant made under the Plan and 1,200
additional shares on or after each anniversary of such initial grant. In order
to continue to attract and retain qualified directors, the Amendment would
increase the number of restricted shares granted to directors each year from
1,200 to 2,000 shares (both as initial grants and as subsequent annual
grants). Awards of 2,000 shares of restricted stock have been granted, subject
to stockholder approval of the Amendment, to each of Messrs. Brock, Banks,
Brooks, Miller and Samuelson. Such awards constitute an increase of 800
restricted shares to each of these individuals.
11
<PAGE>
Finally, the Amendment authorizes grants of dividend equivalents with stock
options. Dividend equivalents represent the amount of dividends that would
have been paid on shares subject to outstanding stock options between the date
of grant of the stock option and the date of exercise or expiration, as if the
shares subject to the stock option were outstanding on the date of grant. The
dividend equivalents will be converted to cash or additional shares of Common
Stock by such formula and at such time and subject to such conditions as are
determined by the Compensation Committee. Dividend equivalents are subject to
the same general terms, limitations and restrictions imposed on stock options
under the Plan.
Awards of dividend equivalents related to stock options for an aggregate of
89,000 shares have been made, subject to stockholder approval of the
Amendment, as follows: Mr. Andrews: 40,000 shares; Mr. Stokes: 15,000 shares;
Mr. Desmond: 14,000 shares; Mr. Stark: 10,000 shares and Mr. Sheehan: 10,000
shares. Such dividend equivalents are payable in cash based on a formula
approved by the Compensation Committee. That formula depends on the Company's
performance measured for up to a five-year period by total return to
stockholders (increase in stock price and dividends paid) compared to peer
companies and other companies comprising a general index of real estate
investment trusts, in each case as selected by the Compensation Committee.
The new Plan benefits proposed under the Amendment are summarized below:
NEW PLAN BENEFITS
NATIONWIDE HEALTH PROPERTIES, INC.
1989 STOCK OPTION PLAN, AS AMENDED AND RESTATED
<TABLE>
<CAPTION>
FORMULA AWARDS
OF RESTRICTED DIVIDEND
STOCK EQUIVALENTS
---------------- ------------------
NUMBER DOLLAR NUMBER DOLLAR
NAME AND POSITION OF UNITS VALUES OF UNITS VALUES(3)
----------------- -------- ------- -------- ---------
<S> <C> <C> <C> <C>
R. Bruce Andrews, President and Chief
Executive Officer......................... -- -- 40,000 $ 82,000
Mark L. Desmond, Senior Vice President
and Chief Financial Officer............... -- -- 14,000 $ 28,700
T. Andrew Stokes, Senior Vice President,
Development............................... -- -- 15,000 $ 30,750
Gary E. Stark, Vice President and General
Counsel................................... -- -- 10,000 $ 20,500
Current Executive Officers as a Group(1)... -- -- 89,000 $182,450
Current Non-Executive Directors as a
Group(2).................................. 4,000 $85,750 -- --
</TABLE>
- --------
(1) Includes grants to Messrs. Andrews, Desmond, Stokes and Stark, as well as
the grant of dividend equivalents on 10,000 shares to Mr. Sheehan who
joined the Company as Vice President of Development on January 23, 1996.
(2) Includes grants to Messrs. Banks, Brock, Brooks, Miller and Samuelson.
(3) Earning all or part of the payment of the 1996 award of dividend
equivalents depends on the Company's performance measured for up to a five
year period by the total return to stockholders compared to peer companies
and other companies comprising a general index of real estate investment
trusts. The value of the dividend equivalents is based upon the discounted
present value of the dividends that may be paid under the 1996 award
formula assuming an 8% discount rate, a $.37 quarterly dividend and a ten
year option term. As such, the value of the 1996 award of dividend
equivalents per unit ranges from $0 to $8.20 depending upon the Company's
actual performance, as follows: 50th percentile: $2.05; 60th percentile:
$4.10; 70th percentile: $6.15; 80th percentile: $8.20. The above table
reflects the Company achieving a total return to stockholders equal to the
average return of the comparison companies.
12
<PAGE>
SUMMARY DESCRIPTION OF THE PLAN
The material features of the Plan, other than those described above, are
described below:
General. Under the Plan, awards may consist of any combination of stock
options (incentive or non-qualified), restricted stock and stock appreciation
rights ("SARs"). Officers, directors and employees of the Company and its
subsidiaries are eligible for selection to participate in the Plan. The
Company currently has 6 directors, 5 officers and 6 employees (a total of 16
persons).
The Plan classifies participants into three classes: Class I (directors who
are not full-time officers); Class II (directors who are full-time officers)
and Class III (any officer or employee who is not a director). Only Class I
Participants are eligible to receive formula awards of restricted stock and
are not eligible for grants of stock options and SARs. Class II and Class III
Participants are eligible to receive grants of restricted stock, stock options
and SARs.
Administration. The Compensation Committee of the Board of Directors
constitutes the Plan Committee, the administrator of the Plan. The
Compensation Committee may grant, in its sole and absolute discretion, shares
of restricted stock, non-qualified stock options, incentive stock options and
SARs for such number of shares, at such times, and on such terms and
conditions, subject to the express provisions of the Plan, as it deems
advisable and specifies in the respective grants. The members of the
Compensation Committee are Messrs. Banks and Miller.
Restricted Stock. Shares of restricted stock must be released to a
participant in accordance with the schedule established by the Compensation
Committee, but in no event less than six months from the date of grant to
Class II and Class III Participants and not less than three years after the
date of grant to Class I Participants (unless such a Class I Participant
retires from the Board). All shares of restricted stock must be released prior
to the expiration of ten years from the date of grant. Unless a written
agreement provides otherwise or upon normal retirement, termination with the
Company causes cancellation of unreleased stock certificates. During continued
employment or affiliation, however, the participant has the right to vote all
shares and to receive all dividends. Each grant of restricted stock must be
evidenced by a written agreement.
Stock Options. The Compensation Committee must designate each grant of a
stock option as an incentive stock option or a non-qualified stock option and
must establish the terms and conditions of such options in a written
agreement.
The exercise price of incentive stock options must be at least 100% of the
fair market value on the date of grant (110% if granted to an employee who
owns 10% or more of the Common Stock). Further, no grant of incentive stock
options may be made to a participant during any calendar year in which the
participant holds incentive stock options, exercisable for the first time, and
the aggregate fair market value of such option shares exceeds $100,000.
The Compensation Committee determines the exercise price of option shares at
the date of grant, subject to the restrictions on incentive stock options
discussed above. Options that have become exercisable but have not been
exercised by the holder continue to be exercisable until the option expires,
as such expiration date is determined by the Compensation Committee, subject
to a one-year minimum, a 10-year maximum for incentive stock options and an
11-year maximum for non-qualified stock options.
Stock Appreciation Rights. SARs may be granted in connection with stock
options or separately and must be evidenced by a written agreement. SARs
granted in connection with options entitle the grantee to surrender the
unexercised portion of the option to which the SAR relates in exchange for an
amount determined by multiplying the difference between the option exercise
price and the fair market value on the date of exercise by the number of
shares of Common Stock related thereto, subject to limitations imposed by the
Compensation Committee. SARs independent of options entitle the holder to a
similar payment when exercised, in the amount
13
<PAGE>
of the difference between the fair market value on the date of exercise and
the exercise price of the SARs, multiplied by the number of applicable shares.
The committee establishes the term of the SARs, but each SAR must expire
within 11 years of the date of grant.
General Terms of Restricted Stock, Stock Options and SARs. Stock options,
SARs and unreleased shares of restricted stock are not transferable other than
by will or by law and are only exercisable by the optionee or grantee during
the lifetime of such optionee or grantee. Further, If an optionee ceases to be
affiliated with the Company for a reason other than disability or death, stock
options and SARs granted to such optionee (to the extent exercisable on the
date of termination) expire on the earlier of the expiration date specified in
applicable agreements or three months from the date of departure. An agreement
with a participant may provide that in the event a participant is discharged
for cause, all options and SARs lapse immediately upon termination of
employment. If termination is due to retirement, death or total disability,
options and SARs exercisable on the date of termination must be exercised
within 12 months of the date of termination.
In the event the stockholders of the Company approve the dissolution or
liquidation of the Company, certain mergers or consolidations, or the sale of
all or substantially all of the assets of the Company, each option and SAR
becomes immediately exercisable on the condition that the triggering event is
consummated. Upon the consummation of such an event, the Plan terminates, all
unreleased shares of restricted stock are released and all stock options and
SARs are terminated, unless provisions are otherwise made by the successor
corporation at its sole discretion.
The Board of Directors may suspend, amend or terminate the Plan at any time,
subject to the limitation that the Plan may only be amended once every six
months (other than to comply with applicable laws). If any amendment to the
Plan would (i) materially increase the benefits accruing to participants under
the Plan, (ii) materially increase the aggregate number of securities that may
be issued under the Plan, or (iii) materially modify the requirements as to
eligibility for participation in the Plan, then to the extent then required by
Rule 16b-3 under the Exchange Act to secure benefits thereunder or to avoid
liability under Section 16 of the Exchange Act (and Rules thereunder) or
required under the provisions of the Internal Revenue Code for qualification
of incentive stock option, or required by the rules of the New York Stock
Exchange or required by any applicable law, or deemed necessary or advisable
by the Board, such amendment shall be subject to stockholder approval.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of the principal United States federal tax
consequences under current laws relating to stock options and related dividend
equivalents granted under the Plan.
Non-qualified Options. A participant receiving a non-qualified stock option
under the Plan does not recognize taxable income on the date of grant of the
option, assuming (as is usually the case with plans of this type) that the
option does not have a readily ascertainable fair market value at the time it
is granted. However, the participant must generally recognize ordinary income
at the time of exercise of the non-qualified stock option in the amount of the
difference between the option exercise price and the fair market value of the
Common Stock on the date of exercise. The amount of ordinary income recognized
by a participant is deductible by the Company in the year that the income is
recognized. Upon subsequent disposition, any further gain or loss is taxable
either as a short-term or long-term capital gain or loss, depending on how
long the shares of Common Stock are held.
Incentive Stock Options. A participant who is granted an incentive stock
option under the Plan does not recognize taxable income either on the date of
grant or on the date of its timely exercise. However, the excess of the fair
market value of the Common Stock received upon exercise of the incentive stock
option over the option exercise price is includable in the participant's
adjusted alternative minimum taxable income and may be subject to the
alternative minimum tax.
14
<PAGE>
Upon disposition of the Common Stock acquired upon exercise of an incentive
stock option, long-term capital gain or loss will be recognized in an amount
equal to the difference between the sales price and the option exercise price,
provided that the participant has not disposed of the Common Stock within two
years of the date of grant or within one year from the date of exercise.
Unlike the case in which a non-qualified option is exercised, the Company is
not entitled to a tax deduction upon either the timely exercise of an
incentive stock option or upon disposition of the Common Stock acquired
pursuant to such exercise, except to the extent that the participant
recognizes ordinary income by disposing of the Common Stock without satisfying
the holding period requirements discussed above.
Dividend Equivalents. A participant receiving dividend equivalents under the
Plan does not recognize taxable income on the date of grant. Dividend
equivalents are generally taxable, however, as ordinary income to the
recipient on the date such equivalents are paid to the recipient. The amount
of ordinary income recognized by a participant is generally deductible by the
Company in the year that the income is recognized.
Restricted Stock Awards. The recipient of a restricted stock award will
recognize ordinary income equal to the excess of the fair market value of the
restricted stock at the time the restrictions lapse over the amount which the
recipient paid for the restricted stock. However, the recipient may elect,
within 30 days after the date of receipt of the award, to report the excess of
the fair market value of the stock over the amount paid as ordinary income at
the time of receipt. (If, however, such election is made and for any reason
the restrictions imposed on the Common Stock fail to lapse, the individual
will not be entitled to a deduction.) The Company may deduct an amount equal
to the income recognized by the recipient at the time the recipient recognizes
the income.
Stock Appreciation Rights. The recipient of an SAR is not taxed upon the
grant of the SAR. Upon the exercise of an SAR, the holder generally will be
taxed at ordinary income tax rates on the amount of cash received and the fair
market value of any Common Stock received. The amount of ordinary income
recognized by the recipient is deductible by the Company in the year that the
income is recognized.
Accelerated Payments. If, as a result of certain changes in control of the
Company or the occurrence of certain other significant events involving the
Company, a recipient's options and related SARs become immediately
exercisable, or if restrictions immediately lapse on Common Stock which is
part of a restricted stock award, the additional economic value, if any,
attributable to the acceleration may be deemed a "parachute payment." The
additional value will be deemed a parachute payment if such value, when
combined with the value of other payments which are deemed to result from the
occurrence of the change in control or other event, equals or exceeds a
threshold amount equal to 300% of the recipient's average annual taxable
compensation over the five calendar years preceding the year in which the
change in control or other event occurs. In such case, the excess of the total
parachute payments over such recipient's average annual taxable compensation
will be subject to a 20% nondeductible excise tax in addition to any income
tax payable. The Company will not be entitled to a deduction for that portion
of any parachute payment which is subject to the excise tax.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF
THE AMENDMENT.
15
<PAGE>
PROPOSAL III
RATIFICATION OF APPOINTMENT OF AND
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company has selected Arthur Andersen LLP as its auditors for the year
ending December 31, 1996, subject to ratification by stockholders. Arthur
Andersen LLP audited the Company's financial statements for the year ended
December 31, 1995 and has been the Company's auditors since the Company's
inception in 1985.
If the stockholders do not ratify the selection of Arthur Andersen LLP, the
selection of independent accountants will be considered by the Board of
Directors, although the Board of Directors would not be required to select
different independent accountants for the Company. The Board of Directors
retains the power to select another firm as independent accountants for the
Company to replace the firm whose selection was ratified by the Company's
stockholders in the event the Board of Directors determines that the best
interest of the Company warrants a change of its independent accountants.
Representatives of Arthur Andersen LLP are expected to be present at the
meeting and will be given the opportunity to make a statement if they desire
to do so. It is expected that they will be available to respond to appropriate
questions from stockholders at the meeting.
STOCKHOLDER PROPOSALS
November 17, 1996 is the date by which proposals of stockholders intended to
be presented at the 1997 Annual Meeting of Stockholders must be received by
the Company for inclusion in the Company's proxy statement and form of proxy
relating to that meeting.
EXPENSES OF SOLICITATION
The total cost of this solicitation will be borne by the Company. In
addition to use of the mails, proxies may be solicited by directors and
officers of the Company personally and by telephone or facsimile. The Company
may reimburse persons holding shares in their own names or in the names of the
nominees for expenses they incur in obtaining instructions from beneficial
owners of such shares. The Company has also engaged D.F. King, Inc. to deliver
proxies for a fee of approximately $750 plus out-of-pocket expenses.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission ("SEC") and the New York Stock Exchange
initial reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of the Company. Executive officers,
directors and greater than ten-percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company, all Section 16(a) filing requirements
applicable to its executive officers and directors were complied with.
16
<PAGE>
OTHER MATTERS
A copy of the annual report of the Company for the year ended December 31,
1995, including financial statements, is enclosed herewith. THE COMPANY WILL
PROVIDE WITHOUT CHARGE TO ANY PERSON SOLICITED HEREBY, UPON THE WRITTEN
REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR
THE YEAR ENDED DECEMBER 31, 1995 FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. SUCH REQUESTS SHOULD BE DIRECTED TO MARK L. DESMOND, CHIEF
FINANCIAL OFFICER OF THE COMPANY, AT 4675 MacARTHUR COURT, SUITE 1170, NEWPORT
BEACH, CALIFORNIA 92660.
The Board of Directors knows of no other business to be presented at the
meeting, but if other matters do properly come before the meeting, it is
intended that the persons named in the proxy will vote on such matters in
accordance with their best judgment.
R. Bruce Andrews
President and Chief Executive
Officer
March 14, 1996
Newport Beach, California
17
<PAGE>
EXHIBIT A
AMENDMENT TO THE
NATIONWIDE HEALTH PROPERTIES, INC.
1989 STOCK OPTION PLAN
AS AMENDED AND RESTATED JANUARY 24, 1992
The Nationwide Health Properties, Inc. 1989 Stock Option Plan, as amended
and restated January 24, 1992 (the "Plan"), shall be and hereby is amended by
Nationwide Health Properties, Inc., a Maryland corporation (the
"Corporation"), pursuant to this amendment ("Amendment") as follows:
1. The first sentence of Section 4 of the Plan is hereby amended to read as
follows:
"Subject to adjustments as provided in Section 18 hereof, the maximum
number of shares of Common Stock which may be issued as Restricted Stock or
upon exercise of all Stock Options or pursuant to Stock Appreciation Rights
granted under this Plan is limited to One Million Six Hundred Thousand
(1,600,000) shares in the aggregate."
2. The first paragraph of Section 6 of the Plan is hereby amended to read as
follows:
"Initial grants of Restricted Stock made to Class I Participants who
first become eligible after January 1, 1996 shall be in the amount of 2,000
shares. Additional grants of 2,000 shares shall be made to each Class I
Participant on or after each anniversary of the initial grant made
heretofore under the Plan, commencing January 1, 1996."
3. Section 9(f) of the Plan is hereby added and in its entirety reads as
follows:
"(f) Dividend Equivalents. In addition to Stock Options granted under this
Plan, "Dividend Equivalents" may be granted under this Plan. The Dividend
Equivalents shall be based on the dividends declared on the Common Stock and
shall be credited as of dividend payment dates, during the period between the
date of grant and the date the Stock Option is exercised or expires, as
determined by the Plan Committee. Such Dividend Equivalents shall be payable
in cash or additional shares of Common Stock by such formula and at such time
and subject to such conditions as may be determined by the Plan Committee.
Sections 13 through 21, Sections 24 through 26 and Section 29 of the Plan, as
such sections apply to stock options, also shall apply to Dividend
Equivalents."
4. Except as expressly provided hereinabove, the provisions of the Plan
shall remain in full force and effect as set forth therein.
<PAGE>
^ FOLD AND DETACH HERE ^
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
NATIONWIDE HEALTH PROPERTIES, INC.
The undersigned hereby appoints Mark L. Desmond, Don M. Pearson and Gary E.
Stark and each of them, as proxies, each with the power to appoint his
substitute, to represent and to vote as designated below, all the shares of
Common Stock of Nationwide Health Properties, Inc. held of record by the
undersigned on March 8, 1996, at the Annual Meeting of Stockholders to be held
on April 19, 1996 and at any adjournment thereof.
(Continued and to be signed on other side)
<PAGE>
Pleasemark
yourvotes
asthis
X
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED. IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED FOR
PROPOSALS 1, 2 AND 3. IF ANY NOMINEE NAMED ABOVE DECLINES OR IS UNABLE TO SERVE
AS A DIRECTOR, THE PERSONS NAMED AS PROXIES, AND EACH OF THEM, SHALL HAVE FULL
DISCRETION TO VOTE FOR ANY OTHER PERSON WHO MAY BE NOMINATED.
FOR WITHHELD
FOR ALL
1.ELECTION OF DIRECTORS--FOR each nominee listed below.
R. Bruce Andrews and Charles D. Miller.
To withhold authority to vote for any individual nominee, write that nominee's
name in the space provided below.
- --------------------------------------------------------------------------------
WITHHOLD
AUTHORITY to
vote for
each
nominee.
FOR
AGAINST
ABSTAIN
FOR
AGAINST
ABSTAIN
3. PROPOSAL--To ratify the selection of Arthur Andersen LLP as independent
accountants for the year ending December 31, 1996.
4. In their
discretion,
the proxies
are
authorized to
vote upon
such other
business as
may properly
come before
the meeting
and at any
adjournment
thereof.
2. PROPOSAL--To amend the Company's Stock Option Plan.
(SEE OTHER SIDE)
PLEASE INDICATE ANY CHANGE IN THE ABOVE ADDRESS
- ---
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY. WHEN SHARES ARE HELD
BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
Dated ____________________________________________________________________ ,1996
________________________________________________________________________________
________________________________________________________________________________
Signature of Stockholder(s)
PLEASE SIGN, DATE AND RETURN TODAY IN THE ENCLOSED ENVELOPE. THIS PROXY WILL
NOT BE USED IF YOU ATTEND THE MEETING IN PERSON AND SO REQUEST.
^ FOLD AND DETACH HERE ^
