NATIONAL HEALTH INVESTORS, INC.
NOTICE OF SEVENTH ANNUAL MEETING OF STOCKHOLDERS
March 31, 1998
To the Stockholders:
The Annual Meeting of Stockholders (the "Meeting") of National Health
Investors, Inc. (the "Company") will be held at City Center, 14th Floor, 100
Vine Street, Murfreesboro, Tennessee on Tuesday, March 31, 1998, at 4:30 p.m.
C.S.T., for the following purposes:
1. To re-elect two directors;
2. To ratify the selection of Arthur Andersen LLP as independent
accountants for the year ending December 31, 1998; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The nominees for re-election as directors are Ted H. Welch and Richard
F. LaRoche, Jr. They currently serve as directors of the Company.
The Board of Directors has fixed the close of business on Wednesday,
February 4, 1998, as the record date for the determination of stockholders who
are entitled to notice of and to vote at the Annual Meeting of the
Stockholders 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
re-election of Messrs. Welch and LaRoche as directors and FOR ratification of
the selection of Arthur Andersen LLP as independent accountants for the year
ending December 31, 1998. Please sign, date, and return the proxy card
promptly in the enclosed envelope. If you attend the Meeting, you may vote in
person even if you have previously mailed a proxy card.
By Order of the Board of Directors
Richard F. LaRoche, Jr.
February 13, 1998 Secretary
Murfreesboro, Tennessee
NATIONAL HEALTH INVESTORS, INC.
100 Vine Street
Murfreesboro, Tennessee 37130
PROXY STATEMENT
SEVENTH ANNUAL MEETING OF STOCKHOLDERS
March 31, 1998
The accompanying proxy is solicited by the Board of Directors of
National Health Investors, Inc., (the "Company") to be voted at the Annual
Meeting of Stockholders (the "Meeting") to be held on Tuesday, March 31, 1998,
commencing at 4:30 p.m. C.S.T. and at any adjournments of the Meeting. It is
anticipated that this proxy material will be mailed on or about February 13,
1998, to all stockholders of record on February 4, 1998.
A copy of the Annual Report of the Company for the year ended December
31, 1997, 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, 1997, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. SUCH REQUESTS SHOULD BE DIRECTED TO RICHARD F. LaROCHE, JR.,
SECRETARY OF THE COMPANY, AT 100 VINE STREET, SUITE 1202, MURFREESBORO,
TENNESSEE 37130.
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.
Votes Required
Shares of common stock represented in person or by proxy at the Meeting
(including shares which abstain or do not vote with respect to one or more of
the matters presented at the Meeting) will be tabulated by the Company's
Secretary who will determine whether or not a quorum is present. Abstentions
will be counted as shares that are present and entitled to vote for purposes
of determining the number of shares that are present and entitled to vote with
respect to any particular matter, but will not be counted as votes in favor of
such matter. Accordingly, an abstention from voting on Proposals I and II
will have the same legal effect as a vote "against" the matter even though the
stockholder or interested parties analyzing the results of the voting may
interpret such vote differently. If a broker holding stock in "street name"
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.
Accordingly, a "broker non-vote" may effect establishment of a quorum, but,
once a quorum is established, will have no effect on the voting on such
matter.
A majority of the issued and outstanding shares of common stock entitled
to vote constitutes a quorum at the Meeting. The affirmative vote of the
holders of a majority of the votes cast at the Meeting is required for the
election of directors, while the ratification of the appointment of the
Company's independent accountants requires the affirmative vote of the holders
of a majority of the issued and outstanding shares of common stock.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business on Wednesday,
February 4, 1998 as the record date. The outstanding voting securities of the
Company as of February 4, 1998, consisted of 24,816,359 shares of common
stock, par value $.01 per share ("Common Stock"). Stockholders of record as
of the record date are entitled to notice of and to vote at the Meeting or any
adjournments thereof. Each holder of the shares of Common Stock is entitled
to one vote per share on all matters properly brought before the Meeting.
Stockholders are not permitted to cumulate votes for the purpose of electing
directors or otherwise.
The following information is based upon filings made by the entities
identified below with the Securities and Exchange Commission: at February 4,
1998, no person was known to the Company to own beneficially more than 5% of
the outstanding shares of Common Stock.
PROPOSAL I
ELECTION OF DIRECTORS
Pursuant to the Company's Articles of Incorporation, the directors have
been divided into three groups. At the March 31, 1998 Meeting, two directors
will be elected to hold office each for a term of three years or until their
successor shall have been duly elected and qualified.
The nominees for election to the positions of director to be voted upon
at the Meeting are Ted H. Welch and Richard F. LaRoche, Jr., currently
directors of the Company. 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 Mr. LaRoche and Mr.
Welch to hold office as directors, each for terms of three years or until
their successor has been duly elected and qualified.
If a 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 as
may be determined by the holders of such proxies.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES.
The following information relates to the nominees for election as
directors of the Company and the other persons whose terms as directors
continue after the Meeting, as well as officers and directors of the Company
as a group:
<TABLE>
<CAPTION>
Common Percent
Stock of
Expiration Beneficially Shares
of term as Owned at Outstanding
Name Age Position Director<F1> 12/31/97<F2> 12/31/97
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Richard F. LaRoche, Jr. 52 Director &
Secretary 1998 320,625 1.3%
Ted H. Welch 64 Director 1998 17,000 *
Jack Tyrrell 51 Director 1999 15,586 *
W. Andrew Adams 52 Director &
President 1999 1,095,350 4.4%
Robert T. Webb 53 Director 2000 50,073 *
Robert G. Adams 51 Vice President 269,300 1.1%
All Directors and Executive
Officers as a group (6 people) 1,767,934 7.1%
<FN>
* Less than 1%
<F1> All directors were first elected in 1991.
<F2> Except as otherwise noted, all shares are owned beneficially with sole
voting and investment power. Included in the amounts above are 34,000 shares
to Mr. LaRoche, 24,000 shares to Mr. Welch, 28,000 shares to Mr. Tyrrell,
15,000 shares to Mr. Webb and 76,000 shares to Mr. W.A. Adams and 34,000
shares to Mr. R.G. Adams, of which all may be acquired upon the exercise of
stock options granted under the Company's 1991 Stock Option Plan and 1997
Stock Option Plan.
</TABLE>
Mr. LaRoche has served as Vice President, Secretary and a Director of
the Company since its inception in 1991. He also has been General Counsel of
NHC since 1971, Secretary of NHC since 1974 and Senior Vice President of NHC
since 1986. He received a J.D. from Vanderbilt University and an A.B. from
Dartmouth College. Mr. LaRoche is responsible for legal affairs, acquisitions
and finance for both companies.
Mr. Welch has served as a Director of the Company since its inception in
1991. Mr. Welch has owned and operated income producing real estate
(primarily office buildings) in the southeastern United States since 1976.
From 1953 until 1971, Mr. Welch worked for the Southwestern Company where he
became Executive Vice President. From 1971 to 1974, he served as the
Commissioner of Finance and Administration for the State of Tennessee, in
which capacity he was responsible for all construction and maintenance of
State of Tennessee real property, along with being Chief Operating Officer.
Mr. Welch received a B.S. from the University of Tennessee at Martin and
attended the Graduate School of Management at Indiana University. Mr. Welch
is President and Chief Executive Officer of Eagle Communications. Mr. Welch
serves on the Board of Directors of American Constructors, Inc.; First
American Corporation, Nashville, Tennessee; Logan s Roadhouse, Inc.; and
Southeast Service Corporation.
Mr. Tyrrell has served as a Director of the Company since its inception
in 1991. Mr. Tyrrell is a partner of Richland Ventures, L.P. and Richland
Ventures, L.P. II, venture capital firms based in Nashville, Tennessee, which
were founded in May 1994 and September 1996. He also currently serves as a
general partner of Lawrence, Tyrrell, Ortale & Smith and Lawrence, Tyrrell,
Ortale & Smith, II, L.P., venture capital partnerships based in Nashville,
Tennessee and New York, New York. Mr. Tyrrell serves as a Director of Regal
Cinemas and Premier Parks, both of which are publicly held entities.
Mr. W. Andrew Adams has been President and a Director of the Company
since its inception in 1991. Mr. Adams has also been President of National
HealthCare Corporation, the Company s Investment Advisor, ( NHC ) since 1974.
He has served on the Multi-Facility Committee of the American Health Care
Association, the trade association for long-term health care center companies.
He has a M.B.A. from Middle Tennessee State University. Mr. Adams serves on
the Board of Directors of David Lipscomb University in Nashville, Tennessee,
SunTrust Bank in Nashville, Tennessee, and National Health Realty, Inc.
Mr. Webb has served as a Director of the Company since its inception in
1991. Mr. Webb is the owner of commercial buildings and rental properties in
the Middle Tennessee area, a subdivision developer, and a partner in
commercial properties located in Rosslyn, Virginia, and Phoenix, Arizona. Mr.
Webb is the President and sole owner of Webb's Refreshments, Inc., which has
been in operation serving the Middle Tennessee area since 1976. Mr. Webb
attended David Lipscomb College and received a B.A. in business marketing from
Middle Tennessee State University in 1969.
Mr. Robert G. Adams has served as Vice President since 1997 and is also
the brother of W. Andrew Adams. He is the Chief Operating Officer of NHC,
serves on NHC s Board of Directors, and on the Board of National Health
Realty, Inc.
Board of Directors and Committees of the Board
The Board of Directors held 4 meetings during 1997. All directors were
present at the meetings of the Board and of committees on which they served.
The Board as a whole serves as the Audit Committee, and the Compensation
Committee is comprised of non-employee directors (Mr. Webb, Mr. Welch and Mr.
Tyrrell).
The Audit Committee, which met one time in 1997, 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 compliance as to the company's policies and
procedures.
Except for meeting one time in January 1997 to approve the granting of
the balance of the shares available under the 1991 Stock Option Plan to Key
NHC Employees, the Compensation Committee did not meet. Currently it has no
responsibility since the Company contracts with NHC to act as its Investment
Advisor, one responsibility of which is to employ and compensate all officers
and employees.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
AND CERTAIN TRANSACTIONS
Cash Compensation
Directors not affiliated with NHC, the Company's Investment Advisor,
receive compensation for their Board service in the amount of $2,500 per
meeting attended. The Company reimburses all directors for travel expenses
incurred in connection with their duties as directors of the Company.
The Company's executive officers (Mr. Andy Adams, Mr. Robert Adams and
Mr. LaRoche) are also employees of NHC. Their compensation is determined
solely by NHC, which allocates a portion of their annual performance bonus to
the Company. Payment of the allocated amount by the Company is credited
against the Advisory fee paid NHC. Neither Messrs. Adams nor Mr. LaRoche have
yet had allocated any performance bonus for 1997. Mr. Andy Adams, Mr. Robert
Adams, and Mr. LaRoche received $600,000, $400,000 and $400,000 respectively
for 1996. Mr. Andy Adams and Mr. LaRoche received $450,000 and $225,000
respectively in 1995, and $400,000 and $200,000 respectively in 1994. The
Company paid no other perquisites or bonuses to its executive officers.
Because NHC sets the salaries of the Company s three executive officers, the
Company s Compensation Committee does not issue a Compensation Committee
Report for its proxy statements.
Director and Officer Options
The 1991 Option Plan (as amended in 1994) provided for an automatic
grant to each non-NHC affiliated director of an option to purchase 5,000
shares of Common Stock on the date of the Annual Stockholder's Meeting at the
then fair market value. The 1997 Stock Option Plan increased that number to
15,000 shares per Annual Meeting.
Both plans permit options to be exercised for cash or by surrender of
shares of Common Stock of the Company valued at the then fair market value.
Unless otherwise specifically provided in the option agreement, no option or
SAR shall be transferable other than by will, family gift, or the laws of
descent and distribution. All shares which may be issued under either plan
and the exercise prices for outstanding options are subject to adjustment in
the event that the number of outstanding shares of Common Stock will be
changed by reason of stock splits, stock dividends, reclassifications or
recapitalizations. In addition, upon a merger or consolidation involving the
Company, participants are entitled to shares in the surviving corporation.
Pursuant to the automatic grant provisions of the plans, the three non-
NHC affiliated directors have each received options to purchase shares at
$28.75 per share in 1994, $25.375 in 1995, $33.50 in 1996, and $36.00 in 1997.
The outside directors have exercised all options granted in 1994, all but
9,000 of the 1995 grants and 10,000 of the 1996 grants, and none of the 1997
grants.
In 1993 the Board awarded options on 100,000 shares at the then fair
market value of $25.00 to its Investment Advisor, with the direction that they
be allocated among those employees who were directly involved in the provision
of investment advisory services to the Company. On June 1, 1995, the Company
awarded options on another 100,000 shares at the then fair market value of
$26.00 per share to key NHC employees. On January 15, 1997, the balance of
the shares available under the 1991 Plan were granted to Key Employees at
$36.00 per share. 45,000 shares from the 1997 Plan have been granted, 45,000
to non NHC affiliated directors, and -0- to NHC Key Employees.
Table A and B below set forth information regarding options which are
outstanding, granted or exercised under the 1991 Option Plan as of December
31, 1997, for the Company's three executive officers. Table C sets forth
information regarding options outstanding and exercised during 1997 for the
executive officers, all non-NHC affiliated directors and all other NHC
employees as a group. The Company has not granted any SARs.
<TABLE>
TABLE A
Option/SAR Grants in Last Fiscal Year [12-31-97]
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
for Option Term
---------------------------------------------------------------------
INDIVIDUAL GRANTS
<CAPTION>
Percent
of Total
Number of Options/
Securities SARs
underlying Granted to
option/ Employees Exercise of
SARS in Fiscal Base
Granted Year Price Expiration
(#) ($/Sh) Date 5% ($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
W. Andrew Adams 40,000 26.8 36.00 1/15/02 397,845 879,134
Robert G. Adams 30,000 20.1 36.00 1/15/02 298,384 659,351
Richard F.
LaRoche,Jr. 30,000 20.1 36.00 1/15/02 298,384 659,351
</TABLE>
<TABLE>
TABLE TABLE B
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the
Options/ Money
SARs at Options/
Fiscal Year- SARs at
Shares Value End Fiscal Year-
Acquired on Realized (#) End($)
Name Exercise (#) ($) Exercisable Exercisable
<S> <C> <C> <C> <C>
W. Andrew Adams 4,000 47,250 76,000 828,750
Robert G. Adams 4,000 47,250 34,000 250,125
Richard F. LaRoche, Jr. 4,000 47,250 34,000 250,125
</TABLE>
<TABLE>
TABLE C
<CAPTION>
Shares
Under Expiration Options Remaining Exercise
Option: Date Exercised: Options Price
1997 1997
<S> <C> <C> <C> <C> <C>
W. Andrew Adams 12,000 3/4/98 4,000 8,000 $25.00
28,000 6/1/2000 -0- 28,000 $26.00
40,000 1/15/2002 -0- 40,000 $36.00
Richard F. LaRoche 8,000 3/4/98 4,000 4,000 $25.00
30,000 1/15/2002 -0- 30,000 $36.00
Robert G. Adams 8,000 3/4/98 4,000 4,000 $25.00
30,000 1/15/2002 -0- 30,000 $36.00
All Executive 28,000 3/4/98 12,000 16,000 $25.00
Officers (3 persons) 28,000 6/1/2000 -0- 28,000 $26.00
100,000 1/15/2002 -0- 100,000 $36.00
All Non-NHC 2,000 3/4/98 -0- 2,000 $25.00
Affiliated Directors 1,000 3/10/99 -0- 1,000 $28.75
(3 persons) 9,000 3/16/2000 -0- 9,000 $25.38
15,000 3/21/2001 5,000 10,000 $33.50
45,000 1/15/2002 -0- 45,000 $36.00
All Other NHC 4,000 3/4/98 3,000 1,000 $25.00
Employees 13,712 6/1/2000 5,632 8,080 $26.00
(11 persons) 49,000 1/15/2002 12,733 36,267 $36.00
The Company's grant or issuance of an incentive stock option under both
the 1991 and 1997 Option Plans have no federal income tax consequences to
either the Company or the optionee. Nor do any federal income tax
consequences occur to either the Company or the Key NHC Employee optionee upon
the optionee's exercise of his or her incentive stock option and purchase of
Common Stock up to $100,000 per year, except that the difference between the
fair market value of the stock purchased pursuant to the exercise of the
option and the amounts paid upon the option's exercise (the Spread ) would be
included in the optionee's alternative minimum taxable income for alternative
minimum tax purposes. For options purchased in excess of the $100,000 limit,
or for options granted to non NHC affiliated directors, or which are not held
for the time discussed in the next paragraph, the Spread is taxable as
ordinary income to the key employee and deductible by the Company at the time
of exercise.
If the optionee holds the stock purchased upon the exercise of the
option for the requisite period under the Internal Revenue Code, then upon the
optionee's disposition of the stock he or she will recognize capital gain (or
loss) for federal income tax purposes on the amount of the Spread. The
Company would not be entitled to a deduction upon such a disposition. To be
entitled to such capital gains treatment the optionee must not dispose of the
underlying stock within two (2) years after the date the option is granted or
one (1) year after the option is exercised.
If the optionee disposes of the stock prior to such time, then the
optionee will recognize ordinary income in an amount equal to the lesser of
(i) the difference between the sales proceeds and the optionee's cost, and
(ii) the difference between the fair market value of the stock on the date of
exercise and the optionee's cost. The balance of the gain on a premature
disposition of the stock, if any, will be capital gain for federal income tax
purposes. Such a premature disposition will entitle the Company to a deduction
equal to the amount of ordinary income recognized by the optionee.
The Company has implemented an option exercise loan guaranty program,
the purpose of which is to facilitate directors and Key Employees (of either
NHI or the Investment Advisor) exercising options to purchase NHI common
stock. Each director and Key Employee to whom options to purchase NHI common
shares have been granted is eligible to have up to $100,000 per year of loans
made from commercial banking institutions, the proceeds of which are used to
exercise NHI options, guaranteed by NHI. The guarantee is structured as
follows: Option holders must pledge to NHI 125% of the loan amount in
publicly traded stock as additional collateral for the guarantee; the option
holder must personally guarantee the loan to the bank and indemnify NHI for
any loss or liability on its guaranty; the interest rate charged by the bank
and all expenses pertaining to the loan are to be borne by the director or
employee, and the maximum aggregate outstanding amount of loan guarantees is
$5,000,000. Although the facility has a one year term, the guarantee will
continue for five years, and is renewable at the discretion of the directors.
The below table indicates the current amount of loans outstanding by directors
of NHI individually and by all designated NHC employees collectively as of
December 31, 1997.
</TABLE>
<TABLE>
<CAPTION>
Current Maximum
Loan Loan Commercial Bank
Outstanding Outstanding Originating Loan
<S> <C> <C> <C>
W. Andrew Adams -0- -0- N/A
Robert G. Adams $ 100,000 -0- SouthTrust Bank of TN
Richard F. LaRoche 200,000 -0- SouthTrust Bank of TN
Jack Tyrrell -0- -0- N/A
Robert T. Webb -0- $ 500,000 SouthTrust Bank of TN
Ted H. Welch -0- 300,625 SouthTrust Bank of TN
NHC Employees 1,774,277 2,652,968 SouthTrust Bank of TN
</TABLE>
Section 16(a) Disclosure Compliance
Section 16(a) of the Securities and Exchange Act of 1934 as amended
requires officers, directors, and persons who own more than 10% of the
Company's equity securities to file statements of changes in beneficial
ownership (Forms 4 or 5) with the Securities and Exchange Commission (the SEC)
and the New York Stock Exchange. Officers, directors and greater than 10%
shareholders are required by SEC regulations to furnish the Company with
copies of all such forms they file.
To the Company's knowledge based solely on the review of the copies of
such forms received by it, the Company believes that during 1997 all filing
requirements applicable to its officers, directors, and greater than 10%
beneficial owners were complied with and were timely filed.
Investment Advisor
The Company has entered into an Advisory Administrative Services and
Facilities Agreement (the "Advisory Agreement") with NHC as Advisor under
which NHC will provide management and advisory services during the term of the
Advisory Agreement.
Under the terms of the Advisory Agreement, NHC, as advisor, agrees to
use its best efforts:
a) To present to the Company a continuing and suitable investment
program consistent with the investment policy of the Company as adopted by the
directors from time to time;
b) To manage the day-to-day affairs and operations of the Company,
including the employment of and compensation to all personnel; and
c) To provide administrative services and facilities appropriate for
such management.
In performing its obligations under the Agreement, the advisor is
subject to the supervision of and policies established by the Company's Board
of Directors.
The Advisory Agreement is for a stated term which expired December 31,
1996, and is currently cancelable without cause on 90 days notice and by the
Company for cause at any time.
For its services under the Advisory Agreement, the advisor is entitled
to annual compensation of $1,625,000 payable in monthly installments of
$135,417. Salaries paid by the Company to its executive officers are credited
against these installments. From 1993 and later years in which Per Share
Funds From Operations of the Company exceed Per Common Share Funds From
Operations during 1992, the $1,625,000 annual compensation increases by the
same percentage that Per Common Share Funds From Operations in such later
years exceed those in 1992. $3,206,000 was earned in 1997. The Advisory
Agreement conditions payment of such annual compensation in any year upon the
Company's having funds from operations in such year sufficient to enable the
Company to pay from funds from operations annual dividends of at least $2.00
per share. Unpaid compensation will accrue together with interest at Prime +
2 percentage points to be paid in later years to the extent that funds from
operations exceed the dividend requirements. All payments are current.
Comparison of Cumulative Total Return
Since the Company's creation in October, 1991, the Company's cumulative
total return as compared with the S & P 500 Index and all other publicly
traded real estate investment companies (NAREIT MORTGAGE) is as shown in the
graph on the back cover of this Proxy Statement.
PROPOSAL II
RATIFICATION OF APPOINTMENT OF AND
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company has selected Arthur Andersen LLP as its independent auditors
for fiscal year ending December 31, 1998. Although a stockholder vote is not
required, the Board would like the approval of stockholders for this
appointment. Arthur Andersen LLP audited the Company's financial statements
for the year ended December 31, 1997.
If the stockholders do not ratify the selection of Arthur Andersen LLP,
the selection of independent accountants will be reconsidered 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 will be present at the Annual
Meeting and will be given the opportunity to make a statement if they desire
to do so. They will also be available to respond to appropriate questions
from stockholders at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" PROPOSAL II.
STOCKHOLDER PROPOSALS
October 1, 1998, is the date by which proposals of stockholders intended
to be presented at the 1999 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 mail, proxies may be solicited by directors and
officers of the Company personally and by telephone, telegraph, or facsimile
transmission.
OTHER MATTERS
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.
s/Richard F. LaRoche, Jr.
Richard F. LaRoche, Jr., Secretary
February 13, 1998
Murfreesboro, Tennessee
<TABLE>
NATIONAL HEALTH INVESTORS, INC.
Comparison of Cumulative Total Return
<CAPTION>
1992 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C>
National Health Investors, Inc. 100 123.53 118.51 153.33 178.54 200.64
S & P 500 100 109.99 111.43 153.13 188.29 251.13
NAREIT HYBRID 100 121.18 126.03 155.01 200.51 222.07
Assumes $100 invested December 31, 1992 in National Health Investors, S & P
and NAREIT Mortgage
</TABLE>
