<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 11, 1996
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------
HEALTHCARE REALTY TRUST INCORPORATED
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
MARYLAND 62-1507028 6798
(State or other jurisdiction of (I.R.S. Employer (Primary Standard Industrial Incorporation
organization) Identification Number) or Classification Code Number)
</TABLE>
3310 WEST END AVENUE
FOURTH FLOOR
NASHVILLE, TENNESSEE 37203
(615) 269-8175
(Address, Including Zip Code, and Telephone Number, including
Area Code, of Registrant's Principal Executive Offices)
--------------
DAVID R. EMERY
HEALTHCARE REALTY TRUST INCORPORATED
3310 WEST END AVENUE
FOURTH FLOOR
NASHVILLE, TENNESSEE 37203
(615) 269-8175
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
--------------
Copies of communications to:
THEODORE W. LENZ, ESQ.
WALLER LANSDEN DORTCH & DAVIS
2100 NASHVILLE CITY CENTER
511 UNION STREET
NASHVILLE, TENNESSEE 37219-1760
(615) 244-6380
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ] __________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Title of Each Class of Proposed Maximum Aggregate Offering Amount of
Securities to be Registered Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Shares of Common Stock,
$.01 par value $50,000,000 $17,241 (1)
================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(o) under the Securities Act of 1933.
<PAGE> 2
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE> 3
HEALTHCARE REALTY TRUST INCORPORATED
CROSS REFERENCE SHEET
(PURSUANT TO ITEM 501(B) OF REGULATION S-K)
<TABLE>
<CAPTION>
Items of Form S-4 Prospectus Caption or Location
----------------- ------------------------------
<S> <C> <C>
A. INFORMATION ABOUT THE TRANSACTION
1. Forepart of Registration State-
ment and Outside Front Cover
Page of Prospectus . . . . . . . . . Facing Page of Registration Statement; Outside Front
Cover Page of Prospectus
2. Inside Front and Outside Back
Cover Pages of Prospectus. . . . . . Inside Front Cover Page of Prospectus
3. Risk Factors, Ratio of Earnings
to Fixed Charges and Other
Information . . . . . . . . . . . . "The Company"
4. Terms of the Transaction . . . . . . . Not Applicable
5. Pro Forma Financial Information. . . . Not Applicable
6. Material Contracts with the
Company Being Acquired . . . . . . . Not Applicable
7. Additional Information Required
for Reoffering by Persons
and Parties Deemed to be
Underwriters . . . . . . . . . . . . "Selling Stockholders"
8. Interests of Named Experts
and Counsel. . . . . . . . . . . . . Not Applicable
9. Disclosure of Commission
Position on Indemnification for
Securities Act Liabilities . . . . . Not Applicable
B. INFORMATION ABOUT THE REGISTRANT
10. Information with Respect to
S-3 Registrants. . . . . . . . . . . "Incorporation of Certain Information by Reference;"
"The Company"
11. Incorporation of Certain
Information by Reference . . . . . . "Incorporation of Certain Information by Reference"
12. Information with Respect to
S-2 or S-3 Registrants . . . . . . . Not Applicable
13. Incorporation of Certain
Information by Reference . . . . . . Not Applicable
14. Information with Respect to
Registrants Other than S-3
or S-2 Registrants . . . . . . . . . Not Applicable
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
15. Information with Respect to
S-3 Companies. . . . . . . . . . . . Not Applicable
16. Information with Respect to
S-2 or S-3 Companies . . . . . . . . Not Applicable
17. Information with Respect to
Companies Other than S-3
or S-2 Companies . . . . . . . . . . Not Applicable
D. VOTING AND MANAGEMENT INFORMATION
18. Information if Proxies, Consents
or Authorizations are to be
Solicited. . . . . . . . . . . . . . Not Applicable
19. Information if Proxies, Consents
or Authorizations are not to
be Solicited in an Exchange
Offer. . . . . . . . . . . . . . . . Not Applicable
</TABLE>
<PAGE> 5
PROSPECTUS
_____________, 1996
$50,000,000
HEALTHCARE REALTY TRUST INCORPORATED
SHARES OF COMMON STOCK
----------------------------
This Prospectus relates to the issuance from time to time by Healthcare
Realty Trust Incorporated, a Maryland corporation (the "Company"), of shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), in
an aggregate amount of up to $50,000,000, upon terms to be determined at the
time of such offering. The Common Stock may be offered in such amounts, at
such prices and on such terms to be set forth in a supplement to this
Prospectus (a "Supplement").
The Common Stock is to be offered directly by the Company in connection
with the acquisition of the assets of, or ownership interests in, certain
healthcare related properties, as determined pursuant to arms-length
negotiations between the Company and the sellers of the properties. The
specific terms under which the Common Stock is being offered in connection with
the delivery of this Prospectus will be set forth in the applicable Supplement
and will include the specific number of shares of Common Stock and the issuance
price per share. In addition, such specific terms may include limitations on
direct or beneficial ownership and restrictions on transfer of the Common
Stock, in each case as may be appropriate to preserve the status of the Company
as a real estate investment trust ("REIT") for federal income tax purposes.
The Common Stock may not be offered through this Prospectus without delivery of
the applicable Supplement.
The applicable Supplement will also contain information, where
applicable, about certain federal income tax considerations relating to, and
any listing on a securities exchange of, the shares of Common Stock covered by
such Supplement.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
THE ATTORNEY GENERAL OF THE STATE OF NEW
YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF
THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
---------------
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
<PAGE> 6
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SHARES OF COMMON
STOCK OFFERED HEREBY OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
SUCH SHARES TO ANY PERSON, OR THE SOLICITATION OF A PROXY FROM ANY PERSON, IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OF AN OFFER OR PROXY
SOLICITATION IS UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT
IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
---------------
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission, at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and Northeast Regional Office, 7
World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material may be obtained from the Public Reference Section of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, the Company's Common Stock is listed on the New
York Stock Exchange and reports, proxy statements and other information
concerning the Company may be inspected at the offices of The New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-4 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Common Stock. The
Prospectus and any accompanying Prospectus Supplement do not contain all of the
information included in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the Common Stock, reference
is hereby made to the Registration Statement, including the exhibits and
schedules thereto. Statements contained in this Prospectus and any
accompanying Prospectus Supplement concerning the provisions or contents of any
contract, agreement or any other document referred to herein are not
necessarily complete. With respect to each such contract, agreement or
document filed as an exhibit to the Registration Statement, reference is made
to such exhibit for a more complete description of the matters involved, and
each such statement shall be deemed qualified in its entirety by such reference
to the copy of the applicable document filed with the Commission. The
Registration Statement, including the exhibits and schedules thereto, may be
inspected without charge at the Commission's principal office at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and copies of it or any
part thereof may be obtained from such office upon payment of the fees
prescribed by the Commission.
---------------
2
<PAGE> 7
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have previously been filed by the Company
with the Commission under the Exchange Act (File No. 1-11852) are incorporated
herein by reference: (i) the description of the Company's Common Stock
contained in the Form 8-A filed with the Commission on April 12, 1993; (ii) the
Annual Report on Form 10-K for the year ended December 31, 1995, (iii) the
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, and (iv)
the proxy statement dated March 29, 1996, in connection with its annual meeting
of stockholders held on May 14, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Common Stock made hereby shall be deemed to
be incorporated in this Prospectus by reference and to be a part hereof from
the date of filing of such documents. Any statement contained herein, or in a
document incorporated or deemed to be incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, on the
written or oral request of any such person, a copy of any or all of the
documents incorporated herein by reference, other than the exhibits to such
documents (unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to the Company,
at 3310 West End Avenue, Suite 400, Nashville, Tennessee 37203, Attention:
Fredrick M. Langreck, Treasurer and Comptroller (615) 269-8175.
3
<PAGE> 8
THE COMPANY
The Company was organized as a REIT to invest, either directly or through
wholly owned subsidiaries, in, or provide real estate services with respect to,
healthcare related properties throughout the United States. The Company's
objective is to become a valued full service provider of real estate solutions
to quality healthcare providers, focusing predominantly on outpatient (often
referred to as "alternate site") healthcare facilities, which are designed for
the provision of medical services outside of a traditional hospital or nursing
home setting. In an effort to attain this objective, the Company offers a
broad range of services including real estate funding, property management,
build-to-suit development, and real estate advisory work. The Company is the
first fully integrated healthcare REIT.
The Company acquires existing healthcare facilities, provides property
management, leasing and build-to-suit development services, and capital for the
construction of build-to-suit developments for qualified healthcare operators.
The Company owns a diversified portfolio of healthcare properties, which are
subject to long term leases or financial support arrangements to ensure the
continuity of revenues and coverage of costs and expenses relating to the
properties by the tenants and the related healthcare operators. The Company's
strategy is to acquire healthcare facilities diversified by healthcare
operator, facility type, and geographic location. The Company seeks to develop
relationships with well-established, rapidly growing healthcare companies that
present both relatively low risk and opportunities for future business.
The principal executive offices of the Company are located at 3310 West
End Avenue, Suite 400, Nashville, Tennessee 37203, and its telephone number is
(615) 269-8175. Unless the context indicates otherwise, references herein to
the Company include the Company's subsidiaries.
FEDERAL INCOME TAX AND ERISA CONSIDERATIONS
The following description of certain federal income tax matters and
Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
considerations relating to the Company is qualified in its entirety by
reference to the more detailed description thereof contained in the opinion of
Baker, Donelson, Bearman & Caldwell, P.C., Nashville, Tennessee, regarding such
matters, which has been filed as an exhibit to the Registration Statement of
which this Prospectus is a part.
The Company is and intends to remain qualified as a REIT under the
Internal Revenue Code of 1986, as amended (the "Code"). As a REIT, the
Company's net income which is distributed as dividends to shareholders will be
exempt from federal taxation. Distributions to the Company's shareholders
generally will be includable in their income. However, dividends distributed
which are in excess of current or accumulated earnings will be treated for tax
purposes as a return of capital to the extent of a shareholder's basis, and
will reduce the basis of shareholders' shares of Common Stock with respect to
which the distribution is paid or, to the extent that they exceed such basis,
will be taxed in the same manner as gain from the sale of those shares of
Common Stock.
The Company intends to conduct its affairs so that the assets of the
Company will not be deemed to be "plan assets" of any individual retirement
account, employee benefit plan subject to Title I of ERISA, or other qualified
retirement plan subject to Section 4975 of the Code which acquires its Common
Stock. The Company believes that under present law, its distributions do not
create so called "unrelated business
4
<PAGE> 9
taxable income" to tax exempt entities such as pension trusts, subject,
however, to certain new rules which after 1993 will apply to pension trusts
holding more than 10% of the Company's Common Stock.
EACH PROSPECTIVE PURCHASER OF THE COMMON STOCK IS ADVISED TO CONSULT HIS OWN
PROFESSIONAL ADVISOR REGARDING THE SPECIFIC FEDERAL, STATE, LOCAL, FOREIGN AND
OTHER TAX AND ERISA CONSEQUENCES TO HIM OF THE PURCHASE, OWNERSHIP AND SALE OF
THE COMMON STOCK.
SELLING STOCKHOLDERS
The Company will issue shares of Common Stock in connection with its
acquisition of the assets or stock of healthcare properties. Certain persons
who are deemed affiliates of the Company may determine to reoffer such shares
to the public. The identity of the selling stockholders, the number of shares
of Common Stock to be sold by the selling stockholders and the price per share
of Common Stock will be determined at the time of the consummation of the
particular transaction. Specific information regarding the transaction, the
identity of the selling stockholders and the number of shares of Common Stock
to be resold will be provided at the time of such transaction by means of a
Supplement or a Post-Effective Amendment hereto, as applicable.
The sale of such shares of Common Stock by the selling stockholders may
be effected from time to time in transactions on the New York Stock Exchange,
in negotiated transactions, through the writing of options on such shares of
Common Stock, or through a combination of such methods of sale, at prices
prevailing at the time of sale, or at negotiated prices. The selling
stockholders may effect such transactions by selling such shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form
of discounts, concessions or commissions from the selling stockholders and/or
the purchasers of such shares for which such broker-dealers may act as agent or
to whom they sell as principal, or both (which compensation as to a particular
broker-dealer may be in excess of customary commissions).
The selling stockholders and any broker-dealers who act in connection
with the sale of such shares of Common Stock hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and profit on any resale of such shares of
Common Stock as principal may be deemed to be underwriting discounts and
commissions under the Securities Act.
The Company intends to make available public information concerning
itself in compliance with the Securities Act and the regulations thereunder,
and accordingly, Rule 144 or 145 under the Securities Act may be available for
use by holders of Common Stock to effect transfers of such securities, subject
to compliance with the remaining provisions of such rules.
LEGAL MATTERS
The legality of the shares of the Common Stock offered hereby will be
passed upon for the Company by Waller Lansden Dortch & Davis, a Professional
Limited Liability Company, Nashville, Tennessee. The
5
<PAGE> 10
description of the federal income tax consequences will be passed upon by
Baker, Donelson, Bearman & Caldwell, P.C., Nashville, Tennessee.
EXPERTS
The consolidated financial statements and schedule of the Company,
incorporated by reference or appearing in the Company's Annual Report (Form
10-K) for the year ended December 31, 1995, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their reports thereon incorporated
or included therein and incorporated herein by reference. Such financial
statements and schedule are, and audited financial statements and schedules to
be included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements and schedule (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such firm as
experts in accounting and auditing.
6
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Second Articles of Amendment and Restatement of the Registrant
provide as follows:
ARTICLE IX
LIMITATION ON PERSONAL LIABILITY
OF DIRECTORS AND OFFICERS; INDEMNIFICATION
A director of officer shall not be personally liable to the corporation
or its shareholders for money damages unless (i) it is proved that the person
actually received an improper benefit or profit in money, property, or
services, for the amount of the benefit or profit in money, property, or
services actually received or (ii) a judgment or other final adjudication
adverse to the person is entered in a proceeding, based on a finding in the
proceeding that the person's action, or failure to act, was the result of
active and deliberate dishonesty and was material to the cause of action
adjudicated in the proceeding.
If the law of the State of Maryland is hereafter amended to authorize
corporation action further limiting or eliminating the personal liability of
directors or officers or expanding such liability, then the liability of
directors or officers to the corporation or its shareholders shall be limited
or eliminated to the fullest extent permitted by Maryland law as so amended
from time to time. Any repeal or modification of this Article IX by the
shareholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer or the corporation existing at the time of such repeal or modification.
The corporation shall indemnify directors, officers, employees and agents
to the fullest extent permitted by the law of the State of Maryland. The
corporation may purchase and maintain liability insurance, or make other
arrangements for such obligations or otherwise, to the extent permitted by the
law of the State of Maryland, whether or not the corporation would have the
power to indemnify against liability under the provisions of such law.
The Second Amended and Restated Bylaws of the Registrant provides as
follows:
ARTICLE IX
INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 1. INDEMNIFICATION. The corporation shall indemnify and advance
expenses to its currently acting and its former directors to the fullest extent
permitted by the Maryland General Corporation Law and the corporation may
indemnify and advance expenses to its officers, employees and agents to the
same extent as its directors and to such further extent as is consistent with
law. The officers of the Corporation shall be entitled to such indemnification
except to the extent that the Board of Directors may otherwise prospectively
determine in any situation. The corporation may purchase and maintain
liability insurance, or make other arrangements for such obligations or
otherwise, to the extent permitted by the law
II-1
<PAGE> 12
of the State of Maryland, whether or not the corporation would have the power
to indemnify against liability under the provisions of such law.
SECTION 2. PROVISIONS NOT EXCLUSIVE. This Article shall not be
construed as a limitation upon the power of the corporation to enter into
contracts or undertakings of indemnity with a director, officer, employee or
agent of the corporation, nor shall it be construed as a limitation upon any
other rights to which a person seeking indemnification may be entitled under
any agreement, vote of shareholders or his official capacity and as to action
in another capacity while holding office.
SECTION 3. ADDITIONAL INFORMATION. The benefits of the indemnification
and hold harmless provisions applicable to the officers and directors of this
corporation under the General Corporation Law of the State of Maryland or any
other applicable law of the State of Maryland shall also be applicable to the
officers (including without limitation the Chairman, Treasurer, and Assistant
Treasurer) appointed from time to time by the President of this corporation to
serve in the administration and management of any separate, segregated fund
established for purposes of collecting and distributing voluntary employee
political contributions to federal, state or local election campaigns pursuant
to the Federal Election Campaign Act of 1971, as amended or any similar
federal, state or local statute or ordinance.
Section 2-418 of the Maryland General Corporation Law generally permits
indemnification of any director or officer made a party to any proceedings by
reason of service as a director or officer unless it is established that (i)
the act or omission of such person was material to the matter giving rise to
the proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty; or (ii) such person actually received an improper
personal benefit in money, property or services; or (iii) in the case of any
criminal proceeding, such person had reasonable cause to believe that the act
or omission was unlawful. The indemnity may include judgments, penalties,
fines, settlements and reasonable expenses actually incurred by the director or
officer in connection with the proceeding; provided, however, that if the
proceeding is one by, or in the right of the corporation, indemnification is
not permitted with respect to any proceeding in which the director or officer
has been adjudged to be liable to the corporation. In addition, a director or
officer may not be indemnified with respect to any proceeding charging improper
personal benefit to the director or officer adjudged to be liable on the basis
that personal benefit was improperly received. The termination of any
proceeding by conviction or upon a plea of nolo contendere or its equivalent
creates a rebuttable presumption that the director or officer did not meet the
requisite standard of conduct required for permitted indemnification. The
termination of any proceeding by judgment, order or settlement, however, does
not create a presumption that the director of officer failed to meet the
requisite standard of conduct for permitted indemnification.
II-2
<PAGE> 13
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C> <C>
3.1 -- Second Articles of Amendment and Restatement of the Registrant.(1)
3.2 -- Second Amended and Restated Bylaws of the Registrant.(2)
4 -- Specimen stock certificate.(1)
5 -- Opinion of Waller Lansden Dortch & Davis, a Professional Limited Liability Company (filed herewith)
8 -- Opinion of Baker, Donelson, Bearman & Caldwell, P.C. (filed herewith)
10.1 -- 1993 Employees Stock Incentive Plan of Healthcare Realty Trust Incorporated.(1)
10.2 -- 1995 Restricted Stock Plan for Non-Employee Directors of Healthcare Realty Trust Incorporated.(6)
10.3 -- Executive Retirement Plan.(1)
10.4 -- Retirement Plan for Outside Directors.(1)
10.5 -- Deferred Compensation Plan.(1)
10.6 -- Dividend Reinvestment Plan.(2)
10.7 -- Employment Agreement by and between David R. Emery and Healthcare Realty Trust Incorporated.(1)
10.8 -- Employment Agreement by and between Kenneth D. Stach and Healthcare Realty Trust Incorporated.(1)
10.9 -- Employment Agreement by and between Roger O. West and Healthcare Realty Trust Incorporated.(4)
10.10 -- Employment Agreement by and between Timothy G. Wallace and Healthcare Realty Trust Incorporated.(1)
10.11 -- Employment Agreement by and between Fredrick M. Langreck and Healthcare Realty Trust Incorporated.(1)
10.12 -- Indemnity Agreement by and between Roger O. West and Healthcare Realty Trust Incorporated.(4)
10.13 -- Credit Agreement, dated August 3, 1994, by and among Healthcare Realty Trust Incorporated; NationsBank
of Georgia, N.A.; First Tennessee Bank National Association; and AmSouth Bank of Alabama.(3)
10.14 -- Amendment No. 1 to Credit Agreement among the Company and NationsBank of Georgia, N.A., as agent for
the lending banks.(6)
10.15 -- Form of Note Purchase Agreement, dated as of September 1, 1995, pertaining to $90,000,000 aggregate
principal amount of 7.41% Senior Notes due September 1, 2002.(5)
11 -- Statement re computation of per share earnings.(7)
13 -- Annual Report to Shareholders for the year ended December 31, 1995.(6)
21 -- Subsidiaries of the Registrant.(6)
23.1 -- Consent of Ernst & Young LLP, independent auditors (filed herewith).
23.2 -- Consent of Waller Lansden Dortch & Davis, a Professional Limited Liability Company (contained in
opinion filed as Exhibit 5).
23.3 -- Consent of Baker, Donelson, Bearman & Caldwell, P.C. (contained in opinion filed as Exhibit 8).
24 -- Power of Attorney (included on page II-6).
</TABLE>
II-3
<PAGE> 14
- ---------------
(1)Filed as an exhibit to the Company's Registration Statement on Form S-11
(Registration No. 33-60506) previously filed pursuant to the Securities Act of
1933 and hereby incorporated by reference.
(2)Filed as an exhibit to the Company's Registration Statement on Form S-11
(Registration No. 33-72860) previously filed pursuant to the Securities Act of
1933 and hereby incorporated by reference.
(3)Filed as an exhibit to the Company's Form 10-Q for the quarter ended June
30, 1994 and hereby incorporated by reference.
(4)Filed as an exhibit to the Company's Form 10-K for the year ended December
31, 1994 and hereby incorporated by reference.
(5)Filed as an exhibit to the Company's Form 10-Q for the quarter ended
September 30, 1995 and hereby incorporated by reference.
(6)Filed as an exhibit to the Company's Form 10-K for the year ended December
31, 1995 and hereby incorporated by reference.
(7)Filed as an exhibit to the Company's Form 10-Q for the quarter ended March
31, 1996 and hereby incorporated by reference.
(b) Financial Statement Schedules
All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been omitted.
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to respond to requests for
information that are incorporated by reference into the Prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through
the date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant, pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted against the
Registrant by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its
II-4
<PAGE> 15
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section
II-5
<PAGE> 16
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-6
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Nashville, Tennessee, on
July 9, 1996.
HEALTHCARE REALTY TRUST INCORPORATED
By: /s/ David R. Emery
-----------------------------------
David R. Emery
Chairman and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David R. Emery and Roger O. West his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement
(including post-effective amendments and amendments thereto) and any
registration statement relating to the same offering as this Registration
Statement that is effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as he might or could do in person hereby ratifying and confirming all
that said attorney-in-fact and agent, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David R. Emery Chairman, President, July 9, 1996
- ------------------------------------- and Director (Principal
David R. Emery Executive Officer)
/s/ Timothy G. Wallace Vice President-Finance July 9, 1996
- ------------------------------------ (Principal Financial Officer)
Timothy G. Wallace
/s/ Fredrick M. Langreck Treasurer and Controller July 9, 1996
- ------------------------------------- (Principal Accounting Officer)
Fredrick M. Langreck
/s/ Errol L. Briggs, Ph.D. Director July 9, 1996
- -------------------------------------
Errol L. Biggs, Ph.D.
/s/ Thompson S. Dent Director July 9, 1996
- ------------------------------------
Thompson S. Dent
/s/ Charles Raymond Fernandez, M.D. Director July 9, 1996
- ------------------------------------
Charles Raymond Fernandez, M.D.
</TABLE>
II-7
<PAGE> 18
<TABLE>
<S> <C> <C>
/s/ Batey M. Gresham, Jr. Director July 9, 1996
- ------------------------------------
Batey M. Gresham, Jr.
/s/ Marliese E. Mooney Director July 9, 1996
- ------------------------------------
Marliese E. Mooney
/s/ Edwin B. Morris Director July 9, 1996
- ------------------------------------
Edwin B. Morris
/s/ John Knox Singleton Director July 9, 1996
- ------------------------------------
John Knox Singleton
</TABLE>
II-8
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBITS NUMBER
- ------ ----------------------- ------
<S> <C> <C>
3.1 -- Second Articles of Amendment and Restatement of the Registrant.(1)
3.2 -- Second Amended and Restated Bylaws of the Registrant.(2)
4 -- Specimen stock certificate.(1)
5 -- Opinion of Waller Lansden Dortch & Davis, a Professional Limited Liability Company (filed herewith)
8 -- Opinion of Baker, Donelson, Bearman & Caldwell, P.C. (filed herewith)
10.1 -- 1993 Employees Stock Incentive Plan of Healthcare Realty Trust Incorporated.(1)
10.2 -- 1995 Restricted Stock Plan for Non-Employee Directors of Healthcare Realty Trust
Incorporated.(6)
10.3 -- Executive Retirement Plan.(1)
10.4 -- Retirement Plan for Outside Directors.(1)
10.5 -- Deferred Compensation Plan.(1)
10.6 -- Dividend Reinvestment Plan.(2)
10.7 -- Employment Agreement by and between David R. Emery and Healthcare Realty Trust
Incorporated.(1)
10.8 -- Employment Agreement by and between Kenneth D. Stach and Healthcare Realty Trust
Incorporated.(1)
10.9 -- Employment Agreement by and between Roger O. West and Healthcare Realty Trust
Incorporated.(4)
10.10 -- Employment Agreement by and between Timothy G. Wallace and Healthcare Realty Trust
Incorporated.(1)
10.11 -- Employment Agreement by and between Fredrick M. Langreck and Healthcare Realty Trust
Incorporated.(1)
10.12 -- Indemnity Agreement by and between Roger O. West and Healthcare Realty Trust Incorporated.(4)
10.13 -- Credit Agreement, dated August 3, 1994, by and among Healthcare Realty Trust Incorporated;
NationsBank of Georgia, N.A.; First Tennessee Bank National Association; and AmSouth Bank of
Alabama.(3)
10.14 -- Amendment No. 1 to Credit Agreement among the Company and NationsBank of Georgia, N.A., as agent for
the lending bank.(6)
10.15 -- Form of Note Purchase Agreement, dated as of September 1, 1995, pertaining to $90,000,000 aggregate
principal amount of 7.41% Senior Notes due September 1, 2002.(5)
11 -- Statement re computation of per share earnings.(7)
13 -- Annual Report to Shareholders for the year ended December 31, 1995.(6)
21 -- Subsidiaries of the Registrant.(6)
23.1 -- Consent of Ernst & Young LLP, independent auditors (filed herewith).
23.2 -- Consent of Waller Lansden Dortch & Davis, a Professional Limited Liability Company (contained in
opinion filed as Exhibit 5).
23.3 -- Consent of Baker, Donelson, Bearman & Caldwell, P.C. (contained in opinion filed as Exhibit 8).
24 -- Power of Attorney (included on page II-6).
</TABLE>
- ---------------
(1)Filed as an exhibit to the Company's Registration Statement on Form S-11
(Registration No. 33-60506) previously filed pursuant to the Securities Act of
1933 and hereby incorporated by reference.
(2)Filed as an exhibit to the Company's Registration Statement on Form S-11
(Registration No. 33-72860) previously filed pursuant to the Securities Act of
1933 and hereby incorporated by reference.
(3)Filed as an exhibit to the Company's Form 10-Q for the quarter ended June
30, 1994 and hereby incorporated by reference.
(4)Filed as an exhibit to the Company's Form 10-K for the year ended December
31, 1994 and hereby incorporated by reference.
(5)Filed as an exhibit to the Company's Form 10-Q for the quarter ended
September 30, 1995 and hereby incorporated by reference.
(6)Filed as an exhibit to the Company's Form 10-K for the year ended December
31, 1995 and hereby incorporated by reference.
(7)Filed as an exhibit to the Company's Form 10-Q for the quarter ended March
31, 1996 and hereby incorporated by reference.
<PAGE> 1
[LETTERHEAD]
EXHIBIT 5
July 9, 1996
Healthcare Realty Trust Incorporated
Suite 400
3310 West End Avenue
Nashville, Tennessee 37203
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to Healthcare Realty Trust
Incorporated, a Maryland real estate investment trust (the "Company"), in
connection with the registration statement on Form S-4 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission on July 12, 1996, relating to the registration of up to $50,000,000
in aggregate amount of shares of common stock, $.01 par value (the "Common
Shares"), all of which Common Shares may be offered and sold by the Company
from time to time as set forth in the prospectus which forms a part of the
Registration Statement (the "Prospectus"), and as to be set forth in one or
more supplements to the Prospectus (each, a "Prospectus Supplement").
In connection with this opinion, we have examined and relied
upon such records, documents and other instruments as in our judgment are
necessary or appropriate in order to express the opinions hereinafter set forth
and have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to original
documents of all documents submitted to us as certified or photostatic copies.
Moreover, we have assumed that the issuance, sale, amount and terms of the
Common Shares to be offered from time to time will be duly authorized and
determined by proper action of the Board of Directors of the Company (each, a
"Board Action") and in accordance with the Company's Second Articles of
Amendment and Restatement (the "Articles of Incorporation"), and applicable
Maryland law.
Based upon, subject to and limited by the foregoing, we are of
the opinion that, when the Registration Statement has become effective under
the Securities Act of 1933 (the "Act"), the Common Shares, when issued and
delivered in the manner and upon the terms described in the
<PAGE> 2
Healthcare Realty Trust Incorporated
July 9, 1996
Page 2
Registration Statement, the applicable Prospectus Supplement and the applicable
Board Action, will be duly authorized and validly issued, fully paid and
non-assessable by the Company.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter. This opinion
letter has been prepared solely for your use in connection with the
transmitting for filing of the Registration Statement on the date of this
opinion letter and should not be quoted in whole or in part or otherwise be
referred to, nor filed with or furnished to any governmental agency or other
person or entity, without the prior written consent of this firm.
We hereby consent to the filing of this opinion letter as
Exhibit 5 to the Registration Statement and further consent to the reference to
this firm under the caption "Legal Matters" in the prospectus constituting a
part of the Registration Statement.
Very truly yours,
WALLER LANSDEN DORTCH & DAVIS
A Professional Limited Liability Company
<PAGE> 1
[LETTERHEAD]
EXHIBIT 8
July 9, 1996
Healthcare Realty Trust Incorporated
3310 West End Avenue
Fourth Floor
Nashville, Tennessee 37203
Re: Form S-4 Registration
Gentlemen:
We have acted as special tax counsel to Healthcare Realty Trust
Incorporated, a Maryland corporation (the "Company"), in connection with the
Registration Statement on Form S-4 (the "Registration Statement") for the
proposed issuance of up to $50,000,000 of common stock (the "Shares") of the
Company. In connection with the Registration Statement, you have requested our
opinion whether the Company is presently qualified as a real estate investment
trust ("REIT") under Sections 856 through 860 of the Internal Revenue Code of
1986, as amended (the "Code"). All capitalized terms in this opinion which are
defined in the Registration Statement shall have the same respective meanings
as set forth in the Registration Statement.
In rendering our opinion, we have examined and relied upon the
following documents and other materials:
1. Schedules prepared or delivered by officials of the Company
setting forth:
(a) REIT taxable and gross income for the fiscal year
ended December 31, 1995, together with a schedule of actual dividends
distributed and projected dividends to be
<PAGE> 2
Healthcare Realty Trust Incorporated
July 9, 1996
Page 2
distributed in accordance with Code Section 858 and compliance with
the distribution requirements of Code Section 857(a);
(b) Compliance with the applicable REIT ratios or tests
for the fiscal year ended December 31, 1995, including:
Income tests:
(1) 95% gross income test for the year;
(2) 75% gross income test for the year;
(3) 30% gross income test for the year;
Asset tests:
(1) 75% asset test at the end of each quarter;
(2) 25% asset test at the end of each quarter;
(3) 10% asset test at the end of each quarter;
(4) 5% asset test at the end of each quarter; and
(c) The Asset Tests for the first and second quarters of
1996.
2. The Company's certificate, dated as of July 9, 1996.
In addition, we have examined such additional records, documents,
certificates and other instruments and made such investigations of fact and law
as in our judgement are necessary or appropriate to enable us to render the
opinion expressed below.
In rendering our opinion, we have made the following assumptions:
1. Shares of the Company have been, since the completion of the
Company's initial public offering, and will continue to be, beneficially owned
by over 100 shareholders, as defined under Code Section 856(a)(5); five or
fewer shareholders have not owned, directly or indirectly under the rules of
Code Section 544, as modified by Code Section 856(h), at any time since the
completion of the initial public offering, over 50% in value of the outstanding
stock of the Company; and "Excess Shares" (defined in the Company's Second
Articles of Amendment and Restatement to be shares of a value exceeding 9.9% in
value of the outstanding shares of the Company) held or deemed held by any
person (pursuant to applicable rules of attribution) are deemed to have no
value or voting rights.
<PAGE> 3
Healthcare Realty Trust Incorporated
July 9, 1996
Page 3
2. The Company has and will comply with any and all procedural
requirements for REIT status set forth in Code Sections 856 through 860 and the
regulations thereunder, including the timely making of such elections and the
obtaining and disclosing of such information as is required on the federal tax
returns to be filed by the Company.
3. Additional properties acquired will constitute "real estate
assets" and any other investments made by the REIT will be made in a manner
which will satisfy the asset tests of Code Section 856(c).
4. The income from existing and additional leases entered into or
acquired and the income from other investments will not cause the Company to
fail to satisfy the income tests of Code Section 856(c).
5. The Company will actually operate in accordance with its past
and proposed method of operation as described in its filings with the
Securities and Exchange Commission under the Securities Act of 1933 and the
Securities Exchange Act of 1934.
6. The Company had no accumulated "C" corporation earnings and
profits at December 31, 1995.
7. The representations contained in the Company's certificate,
dated as of July 9, 1996, and information contained in the schedules referenced
in paragraph 1 above are accurate.
8. All partnerships in which the Company may have an ownership
interest will own only "real estate assets" and cash reserves. All activities
of those partnerships will consist of activities permitted to be undertaken by
a REIT, and income of such partnerships, other than interest income on cash
reserves, shall be "rents from real property".
9. Each corporation in which the Company has acquired or acquires
an equity interest shall either be a "Qualified REIT Subsidiary" under Code
Section 856(i) or a corporation in which the Company will not own over ten
percent of the outstanding voting securities, and the securities owned of any
such corporation which is not a Qualified REIT Subsidiary will not be greater
in value than five percent (5%) of the value of the total assets of the
Company.
<PAGE> 4
Healthcare Realty Trust Incorporated
July 9, 1996
Page 4
On the basis of and in reliance on the foregoing, we wish to advise
you that under current law, including relevant statutes, regulations and
judicial and administrative precedent (which law is subject to change on a
retroactive basis), in our opinion the Company has been organized in conformity
with the requirements for qualification as a REIT under the Code and, in
accordance with the assumptions stated herein, its method of operation enables
it to meet the requirements for qualification and taxation as a REIT under the
Code at this time.
Since actual qualification as a REIT is dependent upon future facts
and circumstances, it is possible that future events, operations, distributions
or other actions will cause the Company not to qualify or continue to qualify
as a REIT.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to Baker, Donelson,
Bearman & Caldwell under the captions "Federal Income Tax and ERISA
Considerations" and "Legal Matters" in the Registration Statement.
The foregoing opinions are limited to the federal income tax matters
addressed herein, and no other opinions are rendered with respect to other
federal tax matters or to any issues arising under the tax laws of any state,
locality or foreign country. We undertake no obligation to update the opinions
expressed herein after the date of this letter.
Sincerely,
BAKER, DONELSON, BEARMAN & CALDWELL
A Professional Corporation
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
Healthcare Realty Trust Incorporated
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) and related Prospectus of Healthcare Realty
Trust Incorporated for the registration of $50,000,000 of shares of common
stock and to the incorporation by reference therein of our reports dated
January 25, 1996, with respect to the consolidated financial statements of
Healthcare Realty Trust Incorporated incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1995 and the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Nashville, Tennessee
July 10, 1996
