NATIONAL HEALTH INVESTORS, INC.
NOTICE OF NINTH ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 2000
To Our Stockholders:
We cordially invite you to attend the Ninth Annual Meeting
of the Stockholders (the "Meeting") of National Health Investors,
Inc. (the "Company"). It will be held at City Center, 14th
Floor, 100 Vine Street, Murfreesboro, Tennessee on Wednesday, May
24, 2000, at 4:30 p.m. C.D.T., for the following purposes:
1. To re-elect one director;
2. To ratify the selection of Arthur Andersen LLP as
independent accountants for the year ending December 31, 2000;
and
3. To transact such other business as may properly come
before the Meeting or any continuances of it.
The nominee for re-election as a director is Robert T. Webb.
He currently serves as a director of the Company.
The Board of Directors has fixed the close of business on
Friday, February 25, 2000, as the record date for the
determination of stockholders who are entitled to vote at the
Meeting, including any continuances.
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 Mr. Webb as a director
and FOR ratification of the selection of Arthur Andersen LLP as
independent accountants for the year ending December 31, 2000.
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.
Secretary
March 31, 2000
Murfreesboro, Tennessee
NATIONAL HEALTH INVESTORS, INC.
100 Vine Street
Murfreesboro, Tennessee 37130
PROXY STATEMENT
NINTH ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 2000
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 the Stockholders to be held on
Wednesday, May 24, 2000, commencing at 4:30 p.m. C.D.T. and at
any continuances of the Meeting. The Meeting will be held at the
City Center, 14th Floor, Murfreesboro, Tennessee. It is
anticipated that this proxy material will be mailed on or about
March 31, 2000, to all stockholders of record on February 25,
2000.
A copy of the Annual Report of the Company for the year
ended December 31, 1999, including financial statements, is also
enclosed herewith. ADDITIONALLY, AND UPON YOUR WRITTEN REQUEST,
WE WILL PROVIDE YOU A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR
THE YEAR ENDED DECEMBER 31, 1999, AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION. SUCH REQUESTS SHOULD BE DIRECTED TO
RICHARD F. LaROCHE, JR., SECRETARY, 100 VINE STREET,
MURFREESBORO, TENNESSEE 37130. THERE IS NO CHARGE FOR THIS
REPORT.
You have the power and right to revoke the proxy at any time
before it is exercised. A proxy may be revoked by filing with
the Secretary of the Company (i) a written revocation, or (ii) a
proxy from you bearing a later date than the prior proxy.
Furthermore, if you attend the Meeting, you may elect to vote in
person thereby canceling the proxy.
How We Count the Votes
* 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
The Board of Directors has fixed the close of business on
February 25, 2000 as the record date. The outstanding voting
securities of the Company as of December 31, 1999, consisted of
24,365,159 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
continuances. 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: Except as set forth below, on December 31, 1999 no
person was known to us to own beneficially more than 5% of the
outstanding Common Stock:
Shares Percent of
Beneficially Outstanding
Owned at Shares on
Name and Address Dec. 31, 1999 (1) Dec. 31, 1999
- - ---------------------------------------------------------------
Franklin Resources, Inc. 2,443,915 (2) 10.0%
777 Mariners Island Blvd.
P. O. Box 7777
San Mateo, CA 94403-7777
Nicholas Fund, Inc., 3,315,900 (3) 7.9%
Nicholas Company, Inc.
and Albert O. Nicholas
6002 North Highway 83
Hartland, WI 53029-8503
W. Andrew Adams 1,405,727 5.8%
100 Vine Street,
Suite 1400
Murfreesboro, TN 37130
(1) This is ownership for SEC purposes and not for purposes of
real estate investment trust regulations.
(2) Franklin Resources, Inc. disclaims any economic interest or
"beneficial ownership" of such securities, as disclosed in the
most recently filed Schedule 13G with the Securities and Exchange
Commission.
(3) These securities are owned by an individual investor and by
various mutual funds. For purposes of the reporting requirements
of the Securities Exchange Act of 1934, The Nicholas Fund, Inc.
is deemed to be a beneficial owner of such securities; however,
The Nicholas Fund expressly disclaims that it is, in fact, the
beneficial owner of such securities.
PROPOSAL I
ELECTION OF DIRECTORS
Pursuant to our Articles of Incorporation, the directors
have been divided into three groups. Each group is elected for a
three-year term and only one group is up for election each year.
At the May 24, 2000 Meeting, one director will be elected to hold
office for a term of three years or until his successor is duly
elected and qualified.
The nominee for election at the Meeting is Robert T. Webb,
current director of the Company. Unless authority to vote for
the election of director has been specifically withheld, your
proxy holder intends to vote for the election of Mr. Webb to hold
office as a director for a term of three years or until his
successor has been duly elected and qualified.
If the 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 proxy holder.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES.
The following is information about the nominee, other board
members and executive officers:
Common Stock Percent of
Beneficially Shares
Owned at Outstanding
Name Age Position Director<1> 12/31/99<2> 12/31/99
- - ------------------------------------------------------------------------
Robert T. Webb 55 Director 2000 100,671 *
Ted H. Welch 66 Director 2001 73,940 *
Jack Tyrrell 53 Director 2002 85,586 *
W. Andrew Adams 54 Director, 2002 1,405,727 5.8%
President
Robert G. Adams 53 Vice 384,370 1.6%
President
Richard F. 54 Director, 2001 376,248 1.5%
LaRoche, Jr. Secretary
All Directors and Exec. 2,426,542 9.9%
Officers as a group -6 people
- - ---------------
*Less than 1%
<1> All directors were first elected in 1991.
<2> Except as otherwise noted, all shares are owned beneficially
with sole voting and investment power. Included in the amounts
above are 56,000 shares to Mr. Tyrrell (which are held in trust
for a family member), 70,000 shares to Mr. W. A. Adams, 50,000 to
Mr. R. Adams, 45,000 to Mr. Webb, 54,000 to Mr. Welch, and 50,000
to Mr. LaRoche, of which all may be acquired upon the exercise of
stock options granted under the Company's 1991 and 1997 Stock
Option Plans.
Robert T. 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 and
is a subdivision developer. 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. He attended David
Lipscomb College and received a B.A. in business marketing from
Middle Tennessee State University in 1969.
Jack Tyrrell has served as a director of the Company since
its inception in 1991. Mr. Tyrrell is Managing Partner of
Richland Ventures I, II, and III L.P., venture capital firms
based in Nashville, Tennessee. He also currently serves as a
General Partner of Lawrence, Tyrrell, Ortale & Smith I & II,
venture capital partnerships based in Nashville, Tennessee and
New York, New York.
Ted H. Welch has served as a director of the Company since
its inception in 1991. Mr. Welch is Chairman and Chief
Executive Officer of Eagle Communications. He also serves on the
Board of Directors of American Constructors, Inc. and Southeast
Service Corporation. Mr. Welch received a B.S. from the
University of Tennessee at Martin and attended the Graduate
School of Management at Indiana University.
W. Andrew Adams has been President and a director of the
Company since its inception in 1991. Mr. Adams has also been
President and a director of National HealthCare Corporation
("NHC"), the Company's Investment Advisor, since 1974. 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. He received an M.B.A. from Middle
Tennessee State University.
Richard F. LaRoche, Jr. has served as Vice President,
Secretary and a director of the Company since its inception in
1991. Mr. LaRoche has also been General Counsel of NHC since
1971, Secretary of NHC since 1974 and Senior Vice President of
NHC since 1986. He serves in similar positions with National
Health Realty, Inc. 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 all
three companies.
Robert G. Adams has served as Vice President since 1997 and
is also the brother of W. Andrew Adams. Mr. Adams is the Chief
Operating Officer of NHC and serves on NHC's and NHR's Boards of
Directors. He is responsible for oversight of all company due
diligence reports and financial proformas. He received a B.S.
degree from Middle Tennessee State University.
Board of Directors and Committees of the Board
The Board of Directors held 4 meetings during 1999. All
directors were present at the meetings of the Board and
committees on which they served. The Board as a whole serves as
the Audit Committee; however, the Compensation Committee did not
meet in 1999 since it currently has no responsibilities. The
Company contracts with NHC to act as its Investment Advisor, one
responsibility of which is to employ and compensate all officers
and employees.
The Audit Committee, which met one time in 1999, 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.
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 (W. Andrew Adams, Robert G.
Adams and Richard F. LaRoche, Jr.) are also employees of NHC.
Their compensation is determined solely by NHC, which allocates a
portion of their annual compensation to the Company. Payment of
the allocated amount by the Company is credited against the
Advisory Fee paid to NHC. Neither W. Andrew Adams, Robert G.
Adams, nor Richard F. LaRoche, Jr. have yet been allocated any
compensation for 1999. W. Andrew Adams, Robert Adams, and Mr.
LaRoche received $253,225, $202,000 and $202,995 respectively for
compensation in 1998. W. Andrew Adams, Robert Adams, and Mr.
LaRoche received $600,000, $400,000 and $400,000 respectively for
compensation in 1997. Mr. W. Andrew Adams and Mr. LaRoche
received $450,000 and $225,000 respectively for compensation in
1996. 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-employee 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 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-employee directors have each received options to
purchase shares at $25.38 in 1995, $33.50 in 1996, $36.00 in
1997, $39.88 in 1998, and $24.25 in 1999. The outside directors
have exercised all but 5,060 of the 1995 grants, 5,000 of the
1996 grants, and none of the 1997, 1998, and 1999 grants.
On June 1, 1995, the Company awarded options on 100,000
shares at the then fair market value of $26.00 per share to key
NHC employees. All have now been exercised. On January 15,
1997, the balance of the shares available under the 1991 Plan
were granted to Key Employees at $36.00 per share. On October
26, 1999, the Company awarded options on 145,000 shares at the
then fair market value of $14.50 per share to Key NHC Employees
from the 1997 Stock Option Plan. None of the 1997 Stock Option
grants have been exercised. Of the 400,000 shares available
under the 1991 and 1994 Plans, all but 20,800 have been granted.
Of the 600,000 shares available under the 1997 Plan, 320,000 are
available for future grants.
Table A and B below set forth information regarding options
which are outstanding, granted or exercised under the 1991 and
1997 Option Plans as of December 31, 1999, for the Company's
three executive officers. Table C sets forth information
regarding options outstanding and exercised during 1999 for the
executive officers, all non-employee directors and all other NHC
employees as a group. The Company has not granted any SARs.
<TABLE>
TABLE A
Option/SAR Grants in Last Fiscal Year [12-31-99]
<CAPTION>
Potential
Realizable
Value at
Assumed
Annual Rates
Of Stock Price
Appreciation for
Individual Grants Option Term
- - ---------------------------------------------------------------------------------
Percent of
Number of Total
Securities Options/
underlying SARs
option/ Granted to Exercise
SARS Employees of Base Expir-
Granted in Fiscal Price ation
(#) Year ($/Sh) Date 5%($) 10%($)
- - ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
W. Andrew Adams 30,000 21.7% $14.50 10/2005 120,000 265,500
Robert G. Adams 20,000 13.8% $14.50 10/2005 80,000 177,000
Richard F. 20,000 13.8% $14.50 10/2005 80,000 177,000
LaRoche, Jr.
</TABLE>
TABLE B
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
Number of
Securities
Underlying Value of
Unexercised Unexercised
Shares Options/ in-the-Money
Acquired SARs at Options/SARs
on Value Fiscal Year at Fiscal
Exercise Realized -End (#) Year-End ($)
Name (#) ($) Exercisable Exercisable
- - --------------------------------------------------------------------
W. Andrew Adams -0- - 70,000 4,800
Robert G. Adams -0- - 50,000 3,200
Richard F. -0- - 50,000 3,200
<TABLE>
TABLE C
<CAPTION>
Shares
Under Expir- Options
Name of Participant Option: ation Exercised: Remaining Exercise
1999 Date 1999 Options Price
- - -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
W. Andrew Adams 40,000 1/15/02 -0- 40,000 $36.00
30,000 10/25/05 -0- 30,000 $14.50
Richard F. LaRoche, Jr, 30,000 1/15/02 -0- 30,000 $36.00
20,000 10/25/05 -0- 20,000 $14.50
Robert G. Adams 30,000 1/15/02 -0- 30,000 $36.00
20,000 10/25/05 -0- 20,000 $14.50
All Executive Officers 100,000 1/15/02 -0- 100,000 $36.00
(3 persons) 70,000 10/25/05 -0- 70,000 $14.50
All Non-Employee 9,000 3/16/00 3,940 5,060 $25.38
Directors (3 persons) 10,000 3/21/01 -0- 10,000 $33.50
45,000 1/15/02 -0- 45,000 $36.00
45,000 3/30/03 -0- 45,000 $39.88
45,000 4/25/04 -0- 45,000 $24.25
All Other NHC Employees 21,490 1/15/02 6,416 15,074 $36.00
(11 persons) 75,000 10/25/05 -0- 75,000 $14.50
</TABLE>
The Company's grant or issuance of an incentive stock option
under both the 1991 and 1997 Option Plans has 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 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-employee directors, or which are not held for the
time discussed in the next paragraph, the Spread is taxable as
ordinary income to the optionee and deductible by the Company at
the time of exercise.
After exercising the option, if the optionee holds the stock
purchased 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, or (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, 1999.
Current Maximum
Loan Loan Commercial Bank
Outstanding Outstanding Originating Loan
- - --------------------------------------------------------------------------
W. Andrew Adams -0- -0- N/A
Robert G. Adams -0- -0- SouthTrust Bank of TN
Richard F. LaRoche, Jr. -0- $ 100,000 SouthTrust Bank of TN
Jack Tyrrell -0- -0- N/A
Robert T. Webb -0- -0- SouthTrust Bank of TN
Ted H. Welch -0- -0- SouthTrust Bank of TN
NHC Employees $1,246,749 $1,246,749 SouthTrust Bank of TN
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 1999 all filing requirements applicable to its
officers, directors, and greater than 10% beneficial owners were
complied with and 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 or bonuses 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. $2,985,000
was earned in 1999. 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 Hybrid) is as shown in the graph on the last page 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 auditor for fiscal year ending December 31, 2000.
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, 1999.
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, 2000, is the date by which proposals of
stockholders intended to be presented at the 2001 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 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
March 31, 2000
Murfreesboro, Tennessee
NATIONAL HEALTH INVESTORS, INC.
COMPARISON OF CUMULATIVE TOTAL RETURN*
1994 1995 1996 1997 1998 1999
- - -----------------------------------------------------------
NHI 100 138.9 172.8 206.3 132.9 89.8
S & P 500 100 137.4 168.9 225.4 289.8 350.7
NAREIT-Hybrid 100 123.0 159.1 176.2 116.2 74.5
* Assumes $100 invested 12/31/94 in NHI, S&P 500 and NAREIT-Hybrid
