<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-9381
AMERICAN HEALTH PROPERTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 95-4084878
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
6400 SOUTH FIDDLER'S GREEN CIRCLE 80111
SUITE 1800 (ZIP CODE)
ENGLEWOOD, COLORADO
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 796-9793
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
<S> <C>
COMMON STOCK NEW YORK STOCK EXCHANGE
DEPOSITARY SHARES, EACH REPRESENTING 1/100 OF
A SHARE OF 8.60% CUMULATIVE REDEEMABLE NEW YORK STOCK EXCHANGE
PREFERRED STOCK, SERIES B
PSYCHIATRIC GROUP DEPOSITARY SHARES NASDAQ
NATIONAL MARKET SYSTEM
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of March 12, 1999 there were outstanding (i) 24,984,422 shares of
American Health Properties, Inc. common stock, $.01 par value, and (ii)
2,083,931 Psychiatric Group Depositary Shares, each representing one-tenth of
one share of American Health Properties, Inc. Psychiatric Group Preferred Stock,
$.01 par value. The aggregate market value of voting and non-voting stock
(excluding the Company's 8.60% Cumulative Redeemable Preferred Stock, Series B)
held by non-affiliates of the Registrant, based on the closing price of these
shares on such date was approximately $463,400,000. For the purposes of the
foregoing calculation only, all directors and executive officers of the
Registrant have been deemed affiliates.
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<PAGE> 2
American Health Properties Inc. hereby amends its Annual Report on Form
10-K for the fiscal year ended December 31, 1998 as set forth in the pages
attached hereto:
PART III
The following information hereby supplements and amends Part III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and titles of the executive
officers and current members of the Board of Directors of the Company.
<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Joseph P. Sullivan................... Chairman of the Board of Directors of the Company,
President and Chief Executive Officer, Class II
Director
C. Gregory Schonert.................. Senior Vice President and Chief Development Officer
of the Company
Michael J. McGee..................... Senior Vice President, Chief Financial Officer and
Treasurer of the Company
Steven A. Roseman.................... Senior Vice President, General Counsel and
Secretary of the Company
James L. Fishel...................... Class I Director
Peter K. Kompaniez................... Class II Director
Sheldon S. King...................... Class III Director
James D. Harper, Jr.................. Class I Director
John P. Mamana, M.D.................. Class III Director
Louis T. Rosso....................... Class III Director
</TABLE>
Mr. Sullivan has been the President and Chief Executive Officer of the
Company since February 1993 and Chairman of the Board since November 1996. Prior
to that, Mr. Sullivan spent 20 years with Goldman, Sachs & Co. where he had
overall investment banking responsibility for numerous companies in the health
care field. Mr. Sullivan currently serves on the UCLA Medical Center Board of
Advisors. He was a member of the Board of Governors of the National Association
of Real Estate Investment Trusts (NAREIT) from September 1994 to September 1997.
He has been a director of the Company since February 1993 and is 56 years old.
Mr. Schonert has been the Senior Vice President and Chief Development
Officer of the Company since April 1988. Prior to that, Mr. Schonert had been
the Assistant Administrator of Marketing and Planning at St. Joseph's Hospital,
Houston, Texas since February 1987. From September 1985 until February 1987, Mr.
Schonert was a Manager in the Corporate Development Department of American
Medical International, Inc., an international owner and operator of for-profit
hospitals, and is 44 years old.
Mr. McGee has been the Senior Vice President and Chief Financial Officer of
the Company since January 1996, has served as Treasurer of the Company since
August 1995 and served as Controller of the Company from November 1989 to
February 1998. Mr. McGee was a certified public accountant with Arthur Andersen
LLP from May 1977 to November 1989 and is 43 years old.
Mr. Roseman has been Senior Vice President, General Counsel and Secretary
of the Company since July 1997. Prior to that Mr. Roseman had established his
own legal practice, and from April 1995 to August 1996 he was Vice President
Business Affairs Worldwide Pay Television for Paramount Pictures Corporation.
From September 1983 to April 1995 he was with the law firm of Ervin, Cohen &
Jessup, Beverly Hills, California and was a partner in that firm's tax and real
estate department. Mr. Roseman is 40 years old.
Mr. Fishel was the Vice President and Chief Credit Officer of General
Electric Capital Corporation, the financial arm of General Electric Corporation
from 1984 to 1994. Mr. Fishel is a director of Noble Drilling Corporation. Mr.
Fishel has been a director of the Company since May 1994 and is 67 years old.
2
<PAGE> 3
Mr. Harper is the owner of JDH Realty Co., a real estate sales and
development company located in Miami, Florida and has been its President since
1982. Mr. Harper also is the principal partner in AH Development, S.E. and AH HA
Investments, S.E., real estate development partnerships in Puerto Rico. He has
been a Trustee of the Urban Land Institute and a Trustee of Equity Residential
Properties Trust since 1993. Mr. Harper has been a member of the Board of
Directors of Burnham Pacific Properties, Inc. and a Trustee of Equity Office
Properties Trust since 1997. From 1971 until 1985, he worked for Continental
Illinois Corporation, serving as its Executive Vice President in charge of all
domestic and international real estate services beginning in 1974. Mr. Harper
has been a director of the Company since May 1997 and is 65 years old.
Mr. King has been the Executive Vice President of Salick Health Care, Inc.
since February 1994. He was formerly the President of Cedars-Sinai Medical
Center, Los Angeles, California from 1989 to January 1994. Previously, he served
as President of Stanford University Hospital from 1986 to 1989. He has been a
director of the Company since February 1988 and is 67 years old.
Mr. Kompaniez has been Vice Chairman and a director of Apartment Investment
and Management Company, a real estate investment trust with investments in
apartment units since July 1994 and has been its President since July 1997.
Since September 1993, Mr. Kompaniez has owned 75% of PDI Realty Enterprises,
Inc., and serves as its President and Chief Executive Officer. From 1986 to
1993, he served as President and Chief Executive Officer of Heron Financial
Corporation, a United States holding company for Heron International, N.V.'s
real estate and related assets. Prior to joining HFC, Mr. Kompaniez was a senior
partner with the law firm of Loeb and Loeb where he had extensive real estate
and REIT experience. Mr. Kompaniez received a B.A. from Yale College and a J.D.
from the University of California (Boalt Hall). He has been a director of the
Company since April 1998 and is 53 years old.
Dr. Mamana is currently President, Chief Executive Officer and Chairman of
American Health Sciences. He was the founder, President, Chief Executive Officer
and Chairman of Virginia Medical Associates from 1978 until 1997. Dr. Mamana was
the Chief Medical Officer of Health Partners, Inc. from 1994 until its merger
with and into FPA Medical Management in 1997. Dr. Mamana was not involved in the
affairs of FPA Medical Management and did not participate in the affairs of
Virginia Medical Associates or Health Partners, Inc. after the acquisitions of
those entities by FPA Medical Management in October 1997. In July 1998, FPA
Medical Management filed a petition in bankruptcy, as did its subsidiary,
Virginia Medical Associates. Dr. Mamana was Chief of Internal Medicine at
Fairfax Hospital, Falls Church, Virginia, from 1977 until 1992. He has been a
Clinical Associate Professor of Medicine at Georgetown University School of
Medicine since 1987 and a director of Mid Atlantic Medical Services, Inc. since
1997. Dr. Mamana has been a director of the Company since May 1997 and is 56
years old.
Mr. Rosso is Chairman Emeritus of Beckman Coulter, Inc. (Beckman), a
leading supplier of laboratory systems for life sciences and diagnostics. He was
Chairman of the Board of Directors of Beckman from 1989 until February 1999 and
served as its Chief Executive Officer from 1988 until September 1998. Mr. Rosso
is a member of the Board of Directors of Allergan, Inc. He has been a director
of the Company since May 1994 and is 65 years old.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934
The Company's directors and executive officers and persons who are
beneficial owners of more than 10% of the Common Stock or the Depositary Shares
("10% beneficial owners") are required to file reports of their holdings and
transactions in Common Stock and the Depositary Shares with the Securities and
Exchange Commission (the "Commission") and to furnish the Company with such
reports. Based solely upon its review of the copies of such reports the Company
has received or upon written representations it has obtained from certain of
these persons, the Company believes that, as of February 16, 1999, all of the
Company's directors, executive officers and 10% beneficial owners had complied
with all applicable Section 16(a) filing requirements.
3
<PAGE> 4
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table sets forth compensation paid or earned for services
rendered during the fiscal years ended December 31, 1998, 1997 and 1996, to or
by the Company's Chief Executive Officer and the four other executive officers
of the Company (collectively, the "Named Executive Officers"):
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------
NUMBER OF
ANNUAL COMPENSATION RESTRICTED SECURITIES
------------------- STOCK UNDERLYING ALL OTHER
NAME AND POSITION SALARY BONUS AWARDS(1) OPTIONS(2) COMPENSATION(3)
----------------- -------- -------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Joseph P. Sullivan 1998 $531,000 $536,000 $ 0 37,616 $55,000
President and Chief 1997 513,300 473,700 0 40,792 61,100
Executive Officer 1996 492,600 446,000 89,400 43,191 46,400
C. Gregory Schonert 1998 198,300 140,000 0 10,596 34,100
Senior Vice President and 1997 179,600 120,000 0 10,693 32,800
Chief Development Officer 1996 174,600 89,800 0 11,492 33,900
Michael J. McGee 1998 198,300 140,000 0 10,596 30,600
Senior Vice President, 1997 178,800 120,000 0 10,693 30,600
Chief Financial Officer 1996 163,200 110,000 0 10,820 30,500
and Treasurer
Steven A. Roseman(4) 1998 188,800 130,000 0 10,066 124,400
Senior Vice President, 1997 84,900 55,000 0 10,448 44,000
General Counsel
and Secretary
Thomas T. Schleck(5) 1998 118,900 0 0 11,550 35,300
Former Senior Vice President and 1997 207,300 110,000 0 12,356 36,100
Chief Investment Officer 1996 142,200 74,000 0 26,148 126,900
</TABLE>
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(1) Restricted stock awards are valued based on the fair market price of the
Company's Common Stock on the date of grant, which was $22.875 for the 3,910
shares of restricted stock awarded to Mr. Sullivan in 1996. Awards of
restricted stock vest ratably over two years and dividends are paid on
shares of restricted stock at the same rate as all other shares of Common
Stock. At December 31, 1998, there were no shares of restricted stock that
were held and remain restricted.
(2) Amounts included represent options to purchase Common Stock on the date of
grant. Stock options vest ratably over two years and are coupled with
dividend equivalent rights.
(3) Includes amounts paid for 1998 under the Company's Money Purchase Retirement
Plan and Executive Medical and Financial Planning Reimbursement Plan, and
for life insurance policies, auto allowances and relocation expenses as
follows:
<TABLE>
<CAPTION>
MEDICAL AND
FINANCIAL LIFE AUTO RELOCATION
RETIREMENT PLANNING INSURANCE ALLOWANCES EXPENSES
---------- ----------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Joseph P. Sullivan $30,000 $8,300 $5,900 $10,800 $ 0
C. Gregory Schonert 30,000 2,900 1,200 0 0
Michael J. McGee 30,000 0 600 0 0
Steven A. Roseman 30,000 0 2,300 0 92,100
Thomas T. Schleck(5) 30,000 2,000 3,300 0 0
</TABLE>
(4) Mr. Roseman commenced employment with the Company in July 1997.
(5) Mr. Schleck commenced employment with the Company in April 1996 and resigned
from the Company in July 1998.
4
<PAGE> 5
OPTION GRANTS IN 1998
The following table sets forth certain information concerning individual
grants of options to purchase Common Stock made to each of the Named Executive
Officers during the year ended December 31, 1998:
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
SECURITIES TOTAL STOCK AVERAGE
UNDERLYING OPTIONS EXERCISE
OPTIONS GRANTED TO PRICE EXPIRATION PRESENT VALUE ON
NAME GRANTED(1) EMPLOYEES ($/SH)(1) DATE DATE OF GRANT(2)
---- ----------- ------------- --------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Joseph P. Sullivan 37,616 46.77% $28.3125 01/22/08 $66,600
C. Gregory Schonert 10,596 13.18% 28.3125 01/22/08 18,800
Michael J. McGee 10,596 13.18% 28.3125 01/22/08 18,800
Steven A. Roseman 10,066 12.51% 28.3125 01/22/08 17,800
Thomas T. Schleck(3) 11,550 14.36% 28.3125 01/22/08 20,500
</TABLE>
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(1) Stock options were granted in tandem with dividend equivalent rights
("DERs") at the fair market price of the Company's Common Stock on the date
of grant. All stock options granted in 1998 were options to purchase Common
Stock. At December 31, 1998, the number of DER shares relating to options
for Common Stock granted in 1998 held by the Named Executive Officers were
as follows: Mr. Sullivan: 3,290; Mr. Schonert: 926; Mr. McGee: 926; Mr.
Roseman: 880 and Mr. Schleck: 0. The dollar value of all such DER shares at
December 31, 1998, based on the closing price of the Common Stock on
December 31, 1998, was $124,200.
(2) Estimated present values as of the dates of grant are based on the
Black-Scholes Model, a mathematical formula used to value options traded on
stock exchanges. The Black-Scholes Model considers a number of factors,
including the stock's volatility and dividend rate, the term of the option,
and interest rates. The ultimate value of the options will depend on the
future market price of the Common Stock, which cannot be forecast with
reasonable accuracy. The expected volatility of the Common Stock used in
valuing the options is 15%, and is based on the historical volatility of the
Common Stock. The future dividend yield assumed in valuing the options is
7.5%. The options are valued assuming they have an expected life of 8 years.
The weighted average risk-free rate of return used in valuing the options is
5.71%. This weighted average risk-free rate of return was determined based
upon the quoted yields for U.S. Treasury Strips (principal only securities)
with a term equivalent to the expected life of the options at the
approximate date the options were granted. Estimated present values do not
include DERs.
(3) Mr. Schleck resigned from the Company in July 1998. All of Mr. Schleck's
unvested stock options and related DER shares were cancelled.
5
<PAGE> 6
AGGREGATED OPTION EXERCISES IN 1998 AND OPTION VALUES AT DECEMBER 31, 1998
The following table sets forth certain information concerning the exercise
of stock options by the Named Executive Officers during the year ended December
31, 1998 and the value of stock options held as of December 31, 1998 by each of
the Named Executive Officers:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1998 DECEMBER 31, 1998(2)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joseph P. Sullivan
Common Stock 0 $ 0 235,683 58,012 $1,808,000 $0
Depositary Shares 0 0 17,210 0 73,600 0
C. Gregory Schonert
Common Stock 0 0 73,648 15,942 324,700 0
Depositary Shares 0 0 6,681 0 13,800 0
Michael J. McGee
Common Stock 0 0 61,692 15,942 270,100 0
Depositary Shares 0 0 4,553 0 11,200 0
Steven A. Roseman
Common Stock 0 0 5,224 15,290 0 0
Depositary Shares 0 0 0 0 0 0
Thomas T. Schleck(3)
Common Stock 38,638 292,200 0 0 0 0
Depositary Shares 0 0 0 0 0 0
</TABLE>
- ---------------
(1) Value realized at exercise is the difference between the fair market price
of the underlying shares on the date of exercise less the exercise price per
share of Common Stock, multiplied by the number of shares acquired upon
exercise.
(2) Calculated based on the closing prices of the Common Stock and the
Depositary Shares at December 31, 1998 multiplied by the number of
applicable shares in-the-money, less the total exercise price for such
shares and considering accumulated tandem DER shares.
(3) Mr. Schleck resigned from the Company in July 1998. All of Mr. Schleck's
unvested stock options and related DER shares were cancelled.
6
<PAGE> 7
EMPLOYMENT AGREEMENTS
Messrs. Sullivan, Schonert, McGee and Roseman are entitled to receive
minimum compensation under three-year employment agreements with the Company at
the rate of $549,500, $225,000, $212,000 and $201,000 per annum in 1999,
respectively. If the employment of any of Messrs. Sullivan, Schonert, McGee or
Roseman is terminated by reason of a "change of control" (as defined in their
employment agreements), he will be entitled to receive a payment equal to three
times his average salary plus bonus for the three most recent years.
MONEY PURCHASE RETIREMENT PLAN
The Company has a Money Purchase Retirement Plan (the "Money Purchase
Plan") pursuant to which it provides retirement benefits for all of its
employees. The Company is required to make an annual contribution pursuant to
the Money Purchase Plan on behalf of its employees, subject to a maximum
contribution for each participant not to exceed the lesser of $30,000 or 25% of
the participant's annual compensation. A participant's interest in contributions
made to the Money Purchase Plan for his account become 100% vested after one
year of service with the Company. Benefits are payable to participants upon
their retirement, termination or death. The Company is required to fund annual
contributions pursuant to the direction of participants into various investment
funds managed by a brokerage firm. The Company is in the process of adopting a
senior executive retirement plan that will provide retirement benefits to the
Company's chief executive officer that will not be subject to the maximum
contribution limitations of the Money Purchase Retirement Plan.
DIRECTOR COMPENSATION AND DIRECTOR STOCK OPTION PLANS
Cash Compensation. Outside directors of the Company receive a retainer fee
for their Board work in the amount of $24,000 per year. Outside directors
receive an additional $1,000 payment for each in-person meeting attended of any
Committee on which they serve (except for the Chairman of the Committee, who
receives $1,500 for each Committee in-person meeting attended). Outside
directors receive an additional $500 payment for their participation in each
telephonic meeting of the Board or a Committee.
Stock Option Plans for Nonemployee Directors. Outside directors who were
directors of the Company on the date the 1990 Plan was approved by the Company's
shareholders received an option to purchase 20,000 shares of Common Stock
pursuant to the 1990 Plan. Furthermore, pursuant to either the 1990 Plan or the
Company's Nonqualified Stock Option Plan for Nonemployee Directors (the
"Directors Option Plan"), which was approved by the shareholders of the Company
on May 11, 1994, an option for 20,000 shares of Common Stock will be granted to
a new nonemployee director upon his election to the Board, and an option for
10,000 shares of Common Stock will be granted to each incumbent nonemployee
director on each January 31 during the period such person continues to serve as
a nonemployee director.
7
<PAGE> 8
The exercise price of the options granted under the 1990 Plan must not be
less than the fair market value of the Common Stock on the date of grant. The
exercise price of the options granted under the Directors Option Plan is equal
to the average of the closing price of the Common Stock on the NYSE for the five
trading days commencing on February 15 (or the first trading day thereafter if
such date is not a trading day) of the year in which the grant is made. The
maximum term of each option granted under the 1990 Plan and the Directors Option
Plan may not be longer than 10 years.
Under the terms of the Directors Option Plan, a nonemployee director may
elect to have his or her director's fees credited to an account in Units (an
accounting unit equal in value to one share of Common Stock). Deferred fees
payable in Units will be credited to a nonemployee director's account at the end
of each fiscal quarter on the basis of the average of the closing prices of the
Common Stock on the NYSE on the last trading day of each calendar month during
the quarter. After the end of the third fiscal year after each fiscal year in
which any deferred fees have been credited to a nonemployee director's account,
unless such nonemployee director shall have elected to have his or her entire
deferred amount distributed upon termination of services as a director, the
Company shall deliver to such nonemployee director that number of full shares of
Common Stock that is equal to the number of Units credited to such nonemployee
director's account with respect to such fiscal year, including the dividend
equivalents allocable to such Units. Upon the termination of service of the
nonemployee director as a director of the Company for any reason, the Company
shall pay the nonemployee director or his or her beneficiary, as the case may
be, the balance of his or her account in full shares of Common Stock in one lump
sum. Two nonemployee directors elected to have all or a portion of their
director's fees credited to their accounts pursuant to the Directors Option Plan
in 1998 and one nonemployee director made such an election for 1999.
Directors Retirement Plan. The Retirement Plan for Outside Directors (the
"Director Retirement Plan") provides that nonemployee directors elected to the
Board prior to January 1997 are eligible for a retirement benefit if they retire
from the Board with at least five years of service. Only three of the Company's
current nonemployee directors are eligible for the Director Retirement Plan. An
eligible retiring director will receive an annual benefit for a number of years
equal to his years of service on the Board up to a maximum of 10 years. The
annual benefit is equal to the annual base director fee in effect as of the date
of a director's retirement. All benefit payments terminate upon the death of a
director. The Director Retirement Plan is unfunded.
Directors Deferred Compensation Plan. The Company has a Directors Deferred
Compensation Plan that allows a member of the Board of Directors to defer the
payment of compensation payable by reason of that person's capacity as a
director. Pursuant to the Plan a director may elect to defer payment of between
50% to 100% of such compensation in any calendar year. Any compensation that is
deferred shall be paid in accordance with the election by the director, together
with accrued interest at a rate equal to the prime rate used by Wells Fargo
Bank, N.A. No director deferred any compensation pursuant to this plan in 1998.
8
<PAGE> 9
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of April 15, 1999, the shares of Common
Stock and Depositary Shares beneficially owned (including shares subject to
options exercisable within 60 days of such date) by each Director and Named
Executive Officer, and all such persons as a group. Except as otherwise
indicated, to the knowledge of the Company, all persons listed below have sole
voting and investment power with respect to their shares of Common Stock and
Depositary Shares. Except as noted, the beneficial holdings of each person
listed below represent less than 1% of the outstanding shares of Common Stock
and Depositary Shares.
<TABLE>
<CAPTION>
COMMON STOCK DEPOSITARY SHARES
-------------------------------------- --------------------------------------
OPTIONS TOTAL OPTIONS TOTAL
SHARES EXERCISABLE SHARES SHARES EXERCISABLE SHARES
NAME OF HELD WITHIN 60 BENEFICIALLY HELD WITHIN 60 BENEFICIALLY
BENEFICIAL OWNER OF RECORD DAYS(1) OWNED OF RECORD DAYS(1) OWNED
---------------- --------- ----------- ------------ --------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
James L. Fishel.................... 500 55,000 55,500 0 3,000 3,000
James D. Harper, Jr. .............. 500 25,000 25,500 0 0 0
Sheldon S. King(2)................. 3,358 95,000 98,358 100 7,000 7,100
Peter K. Kompaniez(2).............. 1,941 10,000 11,941 0 0 0
Michael J. McGee................... 18,000 72,336 90,336 1,271 4,553 5,824
John P. Mamana, M.D. .............. 2,000 25,000 27,000 0 0 0
Steven A. Roseman.................. 1,000 15,481 16,481 0 0 0
Louis T. Rosso..................... 1,000 55,000 56,000 0 3,000 3,000
Thomas T. Schleck(3)............... 19,000 0 19,000 0 0 0
C. Gregory Schonert................ 12,784 84,292 97,076 1,228 6,681 7,909
Joseph P. Sullivan................. 34,000 274,887 308,887(4) 2,909 17,210 20,119
All Directors and Executive
Officers as a Group (11
persons)(5)...................... 94,083 711,996 806,079 5,508 41,444 46,952
</TABLE>
- ---------------
(1) Excludes shares issuable upon exercise of related dividend equivalent
rights.
(2) Beneficial ownership includes shares issuable to Messrs. King and Kompaniez
in lieu of director fees.
(3) Mr. Schleck resigned from the Company in July 1998.
(4) Represents 1.2% of the outstanding shares of Common Stock on April 15, 1999.
(5) Total beneficially owned represents approximately 3.1% of the outstanding
shares of Common Stock and approximately 2.2% of the outstanding Depositary
Shares.
PRINCIPAL SHAREHOLDERS OF THE COMPANY
The following table sets forth, as of February 16, 1999, information with
respect to persons known by the Company to be beneficial owners of more than
five percent of the shares of Common Stock. The Company is not aware of any
person who is a beneficial owner of more than five percent of the Depositary
Shares.
<TABLE>
<CAPTION>
SHARES OF
NAME OF COMMON STOCK
BENEFICIAL OWNER BENEFICIALLY OWNED
---------------- ------------------
<S> <C>
Franklin Resources, Inc.(1)................................. 2,357,991
777 Mariners Island Blvd.
San Mateo, California 94404
</TABLE>
- ---------------
(1) Represents 9.4% of the outstanding Common Stock on April 15, 1999. Includes
beneficial ownership of (i) 2,060,300 shares of Common Stock owned directly
by Templeton Global Advisors Limited, (ii) 235,682 shares of Common Stock
owned directly by Templeton/Franklin Investment Services, Inc., (iii) 59,000
shares of Common Stock owned directly by Templeton Investment Management
Limited and (iv) 3,009 shares of Common Stock owned directly by Franklin
Management, Inc. Franklin Resources, Inc. ("FRI") is the parent holding
company of Templeton Global Advisors Limited, Templeton/Franklin Investment
Services, Inc., Templeton Investment Management Limited, and Franklin
Management, Inc. Charles B. Johnson and Rupert H. Johnson, Jr. (the
"Principal Shareholders") each own in excess of 10% of the outstanding
common stock of FRI and are the principal shareholders of FRI. FRI and the
Principal Shareholders may be deemed to be beneficial owners of such shares;
however, FRI and the Principal Shareholders disclaim beneficial ownership of
these shares. This information is based solely on information contained in a
Form 13-G filed by Franklin Resources, Inc. with the Securities and Exchange
Commission on January 26, 1999 and delivered to the Company.
9
<PAGE> 10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
AMERICAN HEALTH PROPERTIES, INC.
By: /s/ MICHAEL J. McGEE
----------------------------
Date: May 19, 1999 Michael J. McGee
Senior Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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