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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 30, 1998 (October 15, 1998)
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HEALTHCARE REALTY TRUST INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland 1-11852 62-1507028
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification
Number)
3310 West End Avenue
Fourth Floor
Nashville, Tennessee 37203
(Address of principal executive offices) (Zip Code)
(615) 269-8175
(Registrant's telephone number, including area code)
Not Applicable
(Former Name)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 15, 1998, Healthcare Realty Trust Incorporated (the
"Company") completed its acquisition (the "Acquisition") of Capstone Capital
Corporation, a Maryland corporation ("Capstone"), through the merger of HR
Acquisition I Corporation, a wholly owned subsidiary of the Company, with and
into Capstone. The Acquisition is accounted for as a tax-free reorganization for
federal income tax purposes and as a purchase for financial reporting purposes.
Prior to the Acquisition, Capstone was a self-managed and
self-administered real estate investment trust which owned, leased and invested
in a diversified portfolio of healthcare properties. Securities of Capstone were
traded on the New York Stock Exchange. Following the Acquisition, Capstone
became a wholly owned subsidiary of the Company.
Immediately prior to the Acquisition, each of the 517,150 shares of
Capstone restricted common stock (the "Capstone Restricted Stock"), all of which
were owned by officers, directors, two former directors and employees of
Capstone, were redeemed by Capstone for $24.33 per share in cash.
At the effective time of the Acquisition (i) each share of Capstone's
common stock, par value $.001 per share ("Capstone Common Stock"), was converted
into the right to receive .8518 shares of the Company's common stock, par value
$.01 per share, (ii) each share of Capstone's 8 7/8% Series A Cumulative
Preferred Stock, par value $.001 per share, was converted into the right to
receive one share of the Company's 8 7/8% Series A Voting Cumulative Preferred
Stock, par value $.01 per share, (iii) the Company assumed Capstone's 10 1/2%
Convertible Subordinated Debentures due 2002 and Capstone's 6.55% Convertible
Subordinated Debentures due 2002, and (iv) all rights with respect to each
option to purchase Capstone Common Stock (whether or not vested or exercisable)
(each, a "Capstone Stock Option") were purchased for cash in an amount per share
equal to the excess of $24.33 over the stated exercise price per share of such
option.
The source of funds for the cash payments by Capstone for the Capstone
Restricted Stock and by the Company for the Capstone Stock Options was a term
loan by each of Capstone and the Company through a group of commercial banks led
by NationsBank, N.A. The term loan of each of Capstone and the Company is due
March 16, 1999 or earlier upon the sale of certain assets of Capstone or the
Company, respectively. The consideration in the Acquisition was determined in an
arms-length negotiation between the Company and Capstone.
None of the executive officers or members of Capstone's board of
directors continue to serve as such.
The foregoing summary description of the Acquisition and related
transactions is qualified in its entirety by reference to the Form S-4
(Registration No. 333-59907), which is attached as an exhibit to this Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The required financial statements for the acquisition of
assets reported on in Item 2 of this Current Report are not available on the
date of filing of this Report. It is anticipated that
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such financial statements will be filed on or before December 14, 1998. When
such statements are available, they will be filed under cover of Form 8-K/A.
(b) Pro Forma Financial Information
The required pro forma financial information for the
acquisition of assets reported on in Item 2 of this Current Report are not
available on the date of filing of this Report. It is anticipated that such pro
forma financial information will be filed on or before December 14, 1998. When
such information is available, it will be filed under cover of Form 8-K/A.
(c) Exhibits
20.1 Copy of the press release, dated October 15, 1998, relating to
the completion of the Acquisition.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEALTHCARE REALTY TRUST
INCORPORATED
By: /s/ ROGER O. WEST
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Roger O. West
Executive Vice President
and General Counsel
Dated: October 30, 1998
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EXHIBIT 20.1
[HEALTHCARE REALTY TRUST]
NEWS RELEASE
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Contact: David R. Emery Timothy G. Wallace
Chairman and Chief Executive Executive Vice President, Chief
Officer Financial Officer
(615) 269-8175 (615) 269-8175
HEALTHCARE REALTY TRUST COMPLETES
$900 MILLION ACQUISITION OF
CAPSTONE CAPITAL CORPORATION
NASHVILLE, TENNESSEE October 15, 1998 -- Healthcare Realty Trust
Incorporated (NYSE:HR) announced today the completion of its acquisition of
Capstone Capital Corporation (NYSE:CCT). Healthcare Realty Trust is now the
largest real estate investment trust focused exclusively on healthcare-related
properties, with investments of $1.4 billion.
Each Capstone common share was exchanged for .8518 Healthcare Realty
common share with the issuance of approximately 19 million new HR common shares.
In addition, Healthcare Realty Trust has assumed approximately $359 million in
debt and issued approximately $75 million in new preferred shares at a
one-to-one ratio for each Capstone preferred share.
David R. Emery, Healthcare Realty Trust's Chairman and Chief Executive
Officer commented, "The combination of the two companies enables Healthcare
Realty Trust to further its strategic goals and provides an unique opportunity
to expand our portfolio of high-quality properties affiliated with leading
healthcare providers. We expect to provide property management services to many
of the acquired properties and to provide property management and real estate
services to other properties of Capstone's clients."
Healthcare Realty Trust is a real estate investment trust that
integrates owning, managing and developing income-producing real estate
properties associated with the delivery of healthcare services throughout the
United States. The Company's portfolio is comprised of fourteen facility types,
located in 122 markets nationwide, and operated pursuant to contractual
arrangements with 62 healthcare providers. Since commencing operations in June
1993, the Company has invested or committed to invest, over $1.4 billion in 273
income-producing real estate properties, totaling over 4.7 million square feet.
The Company provides property management or asset management services to
approximately 10 million square feet nationwide.
Forward-looking statements contained in this press release are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be significantly impacted by
certain risks and uncertainties described in the Company's Annual Report on Form
10-K filed with the Securities and Exchange Commission for the year ended
December 31, 1997.
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