Maryland 33-0091377
(State Or Other Jurisdiction (I.R.S. Employer
Of Incorporation Or Organization) Identification No.)
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed Maximum
Amount to be Aggregate Price Aggregate Offering Amount of
Title of Shares to be Registered Registered Per Share(1) Price(1)(2) Registration fee
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Common Stock, $1.00 par value per
share and related rights....... $1,500,000 shares $27.78125 $41,671.875 $11,001.38
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(1) Calculated pursuant to Rule 457(c) of the rules and regulations under the
Securities Act of 1933, as amended, and is based on a per share price of
$27.78125, the average of the high and low prices of our common stock as
reported on the New York Stock Exchange on November 8, 2000.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933.
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 said Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED NOVEMBER 13, 2000
PROSPECTUS
HEALTH CARE PROPERTY INVESTORS, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1,500,000 Shares Common Stock
We have adopted a dividend reinvestment and stock purchase plan to provide both existing stockholders and interested new investors a convenient and cost effective method to purchase shares of our common stock. Under the plan, existing stockholders may purchase shares of common stock by reinvesting all or a portion of the cash dividends from their shares of common stock or by making optional cash payments to purchase additional shares of common stock. New investors may also purchase common stock under the plan with an initial investment of at least $750. Stockholders and other investors may begin participating in the plan by completing a plan enrollment form and returning it to The Bank of New York, as agent, who will administer the plan. Our common stock is listed on the New York Stock Exchange under the symbol "HCP."
Some of the significant features of the plan are as follows:
. If you are an existing stockholder, you may purchase additional shares of common stock by automatically reinvesting all or any part of the cash dividends paid on your shares of common stock. There is no minimum or maximum limitation on the amount of dividends you may reinvest in the plan.
. If you are an existing stockholder, you may purchase additional shares of common stock by making optional cash purchases of between $100 and $10,000 in any calendar month. Optional cash purchases of our common stock in excess of this maximum may only be made with our prior consent.
. If you are not an existing stockholder, you may make an initial cash purchase of common stock of at least $750 with a maximum of $10,000. Initial optional cash purchases of our common stock in excess of this maximum may only be made with our prior consent.
. We may sell newly issued shares directly to the agent or instruct the agent to purchase shares in the open market or privately negotiated transactions, or elect a combination of these alternatives.
. You can purchase shares of our common stock without brokerage fees, commissions or charges. We will bear the expenses for open market purchases.
. The purchase price for newly issued shares of common stock purchased directly from us will be the market price less a discount ranging from 0% to 5%, determined from time to time by us in accordance with the plan. The discount is initially expected to be 2%, but we may adjust that discount in our discretion at any time. This discount applies to either optional cash purchases or reinvested dividends. However, no discount will be available for common stock purchased in the open market or in privately negotiated transactions.
. Holders of shares in broker or nominee names may participate in the plan by instructing their brokers or nominees to reinvest dividends and make optional cash purchases on their behalf.
. You may also make automatic monthly investments by authorizing electronic funds to be transferred from your banking or checking accounts. You may make an electronic fund transfer for as little as $100 per month, after the initial investment, but in no case for more than $10,000 per month.
Participation in the plan is entirely voluntary, and you may terminate your participation at any time. If you do not choose to participate in the plan you will continue to receive cash dividends, as declared, in the usual manner.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES,
OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
The date of this prospectus is November , 2000.
Table of Contents
Page
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Incorporation of Certain Documents by Reference.......................... 1
Where You Can Find More Information...................................... 2
Forward-Looking Statements May Prove Inaccurate.......................... 3
The Company.............................................................. 4
Dividend and Distribution Policy......................................... 4
Use of Proceeds.......................................................... 4
The Plan................................................................. 5
Restrictions on Ownership of Shares...................................... 18
Compliance with Applicable Law and Regulations........................... 18
Certain Federal Income Tax Consequences Associated with Participating in
the Plan................................................................ 19
Plan of Distribution and Underwriters.................................... 21
Experts.................................................................. 21
Legal Matters............................................................ 21
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All references in this prospectus to "we," "us" or "our" mean Health Care Property Investors, Inc., its majority-owned subsidiaries and other entities controlled by Health Care Property Investors, Inc. except where it is clear from the context that the term means only the issuer, Health Care Property Investors, Inc.
Incorporation of Certain Documents by Reference
The SEC allows us to "incorporate by reference" the information we file with them, which means that we may disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, before the termination of the offering of the shares made under this prospectus:
1.Quarterly report on form 10-Q filed August 9, 2000 (file no. 1-08895);
2.Current report on form 8-K filed July 28, 2000 (file no. 1-08895);
3.Quarterly report on form 10-Q filed May 11, 2000 (file no. 1-08895).
4.Proxy statement dated March 30, 2000 (file no. 1-08895);
5.Annual report on form 10-K for the fiscal year ending December 31, 1999
(file no. 1-08895);
6. The description of the common stock contained in our registration
statement on form 10, dated May 7, 1985 (file no. 1-08895), including
amendments dated May 20, 1985 and May 23, 1985;
We will provide without charge to each person who requests it in writing a copy of any or all of the documents incorporated by reference in this prospectus, except the exhibits to those documents, unless the exhibits are specifically incorporated by reference in the documents. You should direct requests for these copies to:
James G. Reynolds
Executive Vice President and Chief Financial Officer
Health Care Property Investors, Inc.
4675 MacArthur Court, 9th Floor
Newport Beach, California 92660
(949) 221-0600.
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any material that we have filed with the SEC at:
Public Reference Room 450 Fifth Street, N.W.
Washington, D.C. 20549.
You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We also file information electronically with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of the SEC's Internet site is http://www.sec.gov. You also may inspect copies of these materials and other information about us at:
The New York Stock Exchange, Inc. 20 Broad Street New York, New York 10005.
This prospectus is part of a registration statement we filed with the SEC. The prospectus does not contain all of the information included in the registration statement. We have omitted parts of the registration statement as permitted under the rules and regulations of the SEC. For further information, we refer you to the registration statement, including our exhibits and schedules. Statements contained in this prospectus about the provisions or contents of any contract, agreement or any other document referred to are not necessarily complete. For each of these contracts, agreements or documents filed as an exhibit to the registration statement, we refer you to the actual exhibit for a more complete description of the matters involved.
Forward-Looking Statements May Prove Inaccurate
Statements in this prospectus and the information incorporated by reference that are not historical factual statements are "forward looking statements" within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. We intend such forward looking statements to be covered by the safe harbor provisions for forward looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this section for purposes of complying with these safe harbor provisions.
Our forward looking statements include, among other things, statements regarding the intent, belief or expectations of Health Care Property Investors, Inc. and our officers, and can be identified by the use of terminology such as "may," "will," "expect," "believe," "intend," "plan," "estimate," "should" and other comparable terms or the negative thereof. In addition, we, through our senior management, occasionally make forward looking oral and written public statements concerning our expected future operations and other developments. Shareholders and investors are cautioned that, while forward looking statements reflect our good faith beliefs and judgment based upon current information, they are not guarantees of future performance and are subject to known and unknown risks and uncertainties. Actual results may differ materially from the expectations contained in the forward looking statements as a result of various factors. Such factors include:
. legislative, regulatory, or other changes in the healthcare industry at the local, state or federal level which increase the costs of or otherwise affect the operations of our lessees or mortgagors;
. changes in the reimbursement available to our lessees and mortgagors by governmental or private payors, including changes in Medicare and Medicaid payment levels and the availability and cost of third party insurance coverage;
. competition for lessees and mortgagors, including with respect to new leases and mortgages and the renewal or roll-over of existing leases;
. competition for the acquisition and financing of health care facilities;
. the ability of our lessees and mortgagors to operate our properties in a manner sufficient to maintain or increase revenues and to generate sufficient income to make rent and loan payments; and
. changes in national or regional economic conditions, including changes in interest rates and the availability and cost of capital to us.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties the forward looking events discussed in this prospectus or discussed in or incorporated by reference in this prospectus may not occur.
The Company
We are a Maryland corporation organized in March 1985 for the purpose of qualifying as a real estate investment trust. We invest in health care related real estate located throughout the United States. We are the second oldest real estate investment trust specializing in health care real estate and are one of the largest health care real estate investment trusts in terms of market value of common stock. The market value of our outstanding common stock is approximately $1.44 billion as of November 1, 2000.
As of September 30, 2000, our gross investment in our properties, including partnership interests and mortgage loans, was approximately $2.6 billion. As of September 30, 2000, our portfolio of 421 properties consisted of:
.173 long-term care facilities,
.92 congregate care and assisted living facilities,
.22 acute care hospitals,
.Nine freestanding rehabilitation facilities,
.80 medical office buildings, and
.45 physician group practice clinics.
Our executive offices are located at 4675 MacArthur Court, 9th Floor, Newport Beach, California 92660, and our telephone number is (949) 221-0600. We maintain an internet website at http:\\www.hcpi.com.
Dividend and Distribution Policy
We intend to make quarterly distributions to our stockholders in amounts sufficient to maintain our qualification as a real estate investment trust under the Internal Revenue Code. All distributions will be made by us at the discretion of our board of directors and will depend upon our earnings and financial condition, the amount of distributions necessary to maintain our real estate investment trust status and those other factors as our board of directors may deem relevant.
Use of Proceeds
We will receive the net proceeds from any sale of common stock purchased by the plan's agent directly from us. We will use these proceeds to acquire additional properties or repay outstanding loans under our revolving lines of credit and for general corporate purposes. Pending those uses, we may temporarily invest the net proceeds in short-term investments consistent with our investment policies and qualification as a real estate investment trust. The precise amount and timing of the application of the net proceeds will depend upon our capital requirements and the availability of other funds.
We will not receive any proceeds from purchases of common stock by the agent in the open market or in privately negotiated transactions.
The Plan
The following description of the dividend reinvestment and stock purchase plan is set forth in a question and answer format. In addition to reading this description, we encourage you to read and consider the plan, which we have filed as an exhibit to the registration statement which includes this prospectus, and the information contained in the documents identified under the headings "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" in this prospectus.
1. What is the purpose of this plan?
The purpose of this plan is to provide our stockholders and other investors with a convenient and economical method of purchasing shares of common stock and/or investing all or a portion of their cash dividends in additional shares of common stock.
The plan also provides us with a means of raising additional capital if we elect to directly sell newly issued shares of common stock.
2. What are the benefits of the plan?
. There are no fees or brokerage commissions on purchases and we will bear the expenses for open market purchases.
. Participation is voluntary and automatic. All or any part of your quarterly stock dividends may be reinvested.
. The automatic reinvestment of dividends will enable you to add to your investment in us in a timely and systematic fashion.
. In addition to being able to reinvest your dividends, if you are an existing stockholder, you may purchase additional shares of common stock by making optional cash purchases of between $100 and $10,000 calendar month. These optional cash purchases may be made occasionally or at regular intervals, subject to the restrictions described above. You may make optional cash purchases even if dividends on your shares are not being reinvested under the plan. We may waive the maximum in our sole discretion and permit a larger investment.
. If you are not presently one of our stockholders, you may become a participant in the plan by making an initial cash investment in our common stock of not less than $750 and not more than $10,000. We may waive this maximum and permit a larger investment.
. The purchase price for newly issued shares of common stock purchased directly from us either through dividend reinvestment or optional cash purchases may be issued at a discount from the market price. We will periodically establish a discount rate ranging from 0% to 5%. The discount is initially expected to be 2%, but we may adjust that discount in our discretion at any time.
. You may purchase fractional shares of common stock under the plan. This means that you may fully invest your dividends and any optional cash purchases. Dividends will be paid on the fractional shares of common stock which also may be reinvested in additional shares.
. You may direct the agent to transfer, at any time and at no cost to you, all or a portion of your shares in the plan to a plan account for another person.
. You can avoid the need for safekeeping of certificates for shares of common stock credited to your plan account and may submit to the plan's agent, for safekeeping, certificates held by you and registered in your name. You do not have to worry about the stock certificates for your shares of common stock issued under the plan being lost or stolen or wonder where they are located.
. You or any other person that is a holder of record of shares of our common stock may direct the agent to sell or transfer all or a portion of your shares held in the plan.
. You will receive periodic statements reflecting all current activity in your plan accounts, including purchases, sales and latest balances, to simplify your record keeping.
3. What are the disadvantages of the plan?
. Cash dividends that you reinvest will be treated for federal income tax purposes as a dividend received by you on the date we pay dividends and may create a liability for the payment of income tax without providing you with immediate cash to pay this tax when it becomes due.
. We may, without giving you prior notice, change our determination as to whether the agent will purchase shares of common stock directly from us or in the open market or in privately negotiated transactions from third parties which will affect whether such shares will be sold to you at a discount. We will not, however, change our determination more than once per month.
. You will not know the actual number of shares purchased in any month on your behalf under the plan until after the applicable investment date.
. You will have limited control regarding the timing of sales under the plan. Because the agent will effect sales under the plan only as soon as practicable after it receives instructions from you, you may not be able to control the timing of sales as you might for investments made outside the plan. The market price of the shares of common stock may fluctuate between the time the agent receives an investment instruction and the time at which the shares of common stock are sold. Because purchases under the plan are only made as of the dividend payment date, in the case of dividends, or the applicable investment date, in the case of optional cash purchases, you have no control regarding the timing of your purchases under the plan.
. No discount will be available for shares acquired in the open market or in privately negotiated transactions. While a discount from market prices of up to 5% may be established for a particular month for shares purchased directly from us, a discount for one month will not insure the availability of a discount or the same discount in future months. Each month we may, without giving you prior notice, change or eliminate the discount. Further, in no event may we issue shares at a price less than 95% of the market price of our common stock on the date of issuance.
. Shares deposited in a plan account may not be pledged until the shares are withdrawn from the plan.
Your investment in the shares of common stock held in your account is no different than a direct investment in shares of common stock. You bear the risk of loss and the benefits of gain from market price changes for all of your shares of common stock. NEITHER WE NOR THE AGENT CAN ASSURE YOU THAT SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN WILL, AT ANY PARTICULAR TIME, BE WORTH MORE OR LESS THAN THE AMOUNT YOU PAID FOR THEM.
4. Who will administer the plan?
The plan will be administered by our transfer agent and registrar, The Bank of New York. We may designate a successor administrator as agent. The agent acts as agent for you, keeps records of your accounts, sends you regular account statements, and performs other duties relating to the plan. Common stock purchased for you under the plan will be held by the agent and may be registered in the name of the agent or its nominee on your behalf, unless and until you request that a stock certificate for all or part of the shares be issued, as more fully described under Question 23, "Will certificates be issued for share purchases?"
The address and telephone number for the agent concerning any inquiries is:
The Bank of New York c/o Investor Relations Department P. O. Box 10258 Church Street Station New York, New York 10286-1258 Telephone Number: (800) 524-4458
The address and telephone number for the agent concerning any financial transaction processing, including enrollments, sales, withdrawals, deposits and optional cash payment, is:
The Bank of New York Dividend Reinvestment Services P. O. Box 1958 Newark, New Jersey 07101-9774
Unless directed otherwise by the Bank of New York, purchases and sales under the plan ususally will be made through BNY ESI & Co., a full-service brokerage and wholly owned subsidiary of The Bank of New York Company, Inc. BNY ESI & Co. will receive brokerage commissions from these transactions.
5. Who is eligible to participate?
Any stockholder whose shares of common stock are registered on our stock transfer books in his or her name, also referred to as a "registered holder," or any stockholder whose shares of common stock are registered in a name other than his or her name, for example, in the name of a broker, bank or other nominee, also referred to as a "beneficial owner," may participate in the plan. If you are a registered holder, you may participate in the plan directly. If you are a beneficial owner, you must either become a registered holder by having those shares transferred so that they are registered under your name or you must make arrangements with your broker, bank or other nominee to participate in the plan on your behalf.
In addition, if you are an interested investor who is not a stockholder, you may participate in the plan by making an initial optional cash purchase of common stock of not less than $750 or more than $10,000, unless we approve in writing your request for a waiver of this limit. See Question 15, "May a stockholder request a waiver of the purchase limitations?"
Your right to participate in the plan is not transferable to another person apart from your transfer of the underlying shares of common stock. We reserve the right to exclude from participation in the plan anyone who utilizes the plan to engage in short-term trading activities that cause aberrations in the trading volume of our common stock.
If you reside in a jurisdiction in which your participation in the plan would be unlawful, you will not be eligible to participate in the plan.
6. What if I am already enrolled in your previous dividend reinvestment plan?
If you are already reinvesting your stock's dividends under our earlier dividend reinvestment plan, you will be automatically enrolled in this plan. Our current dividend reinvestment plan includes all the benefits of our earlier plan and, in addition, offers new more flexible and dynamic features. Thus, once this plan is adopted, the earlier dividend reinvestment plan will cease to exist. If you do not wish to be enrolled in our new dividend reinvestment plan you may contact the plan's agent using the form included with account statements.
7. How do I enroll in the plan and become a participant?
You must complete and sign the enrollment in dividend reinvestment and stock purchase plan form and return it to the agent. We have enclosed an enrollment form and postage-paid envelope with the prospectus for this purpose. Also, you may obtain an enrollment form at any time by requesting one from the agent at the address and telephone number set forth above. If you register shares in more than one name (e.g., joint tenants, trustees), all registered holders of those shares must sign the enrollment form exactly as their names appear on the account registration. If your securities are registered in the name of a broker, bank or other nominee, you must contact the broker, bank or nominee and request that they complete an enrollment form on your behalf.
If you are an interested investor who is not presently one of our stockholders, but desire to become a participant by making an initial investment in common stock, you may join the plan by completing an enrollment form and forwarding it, together with the initial investment in U.S. funds by check payable to the agent, to the agent at the address on the enrollment form.
8. What does the enrollment form provide?
The enrollment form appoints the plan's agent as your agent for purposes of the plan and directs the agent to apply to the purchase of additional shares of common stock all of the cash dividends on the specified number of shares of common stock owned by you on the applicable record date and designated by you to be reinvested through the plan. The enrollment form also directs the agent to purchase additional shares of common stock with any optional cash purchases that you may elect to make.
While the enrollment form directs the agent to reinvest cash dividends on all shares enrolled in the plan, you may elect "partial dividend reinvestment" or "optional cash purchases only." You may change the dividend reinvestment option at any time by submitting a newly executed enrollment form to the agent or by writing to the agent. If you do not make an election on your enrollment form, the agent will reinvest all dividends paid on your shares. Any change in the number of shares with respect to which the agent is authorized to reinvest dividends must be received by the agent prior to the record date for a dividend to permit the new number of shares to apply to that dividend. For each method of dividend reinvestment, cash dividends will be reinvested on all shares other than those designated for payment of cash dividends in the manner specified above until you specify otherwise or withdraw from the plan altogether, or until the plan is terminated.
9. When will my participation in the plan begin?
If you are already a participant in our previous dividend reinvestment plan, your participation in the plan will begin on the next date we pay dividends. If you are not already a participant, you may join the plan at any time.
Your participation in the dividend reinvestment portion of the plan will commence on the next date we pay dividends, provided the agent receives your enrollment form on or before the record date for the payment of the dividend.
Your participation in the optional cash purchase portion of the plan will commence on the next investment date, which will be the 20th day of the calendar month (unless the 20th calendar day is a Saturday, Sunday or bank holiday, in which case the investment date will be the first business day following the 20th calendar day of that month); provided sufficient funds to be invested are received on or before the business day immediately prior to the investment date. Should the funds to be invested arrive after the applicable optional cash investment due date, those funds will be held without interest until they can be invested on the next investment date unless you request a refund from the agent.
Once enrolled, you will remain enrolled until you discontinue participation or until we terminate the plan.
10. How do I get a refund of an optional cash purchase if I change my mind?
You may obtain a refund of any optional cash purchase payment not yet invested by requesting, in writing, the agent to refund your payment. The agent must receive your request not later than two business days prior to the next investment date. If the agent receives your request later than the specified date, your cash purchase payment will be applied to the purchase of shares of common stock.
11. Will I be paid interest on funds held for optional cash purchases prior to investment?
You will not be paid interest on funds you send to the agent for optional cash purchases. Consequently, we strongly suggest that you deliver funds to the agent to be used for investment in optional cash purchases shortly prior to but not after the applicable optional cash investment due date so that they are not held over to the following investment date. If you have any questions regarding the applicable investment dates or the dates as of which funds should be delivered to the agent, you should write or telephone the agent at the address and telephone number included above.
You should be aware that since investments under the plan are made as of specified dates, you may lose any advantage that you otherwise might have from being able to control the timing of an investment. Neither we nor the agent can assure you a profit or protect you against a loss on shares of common stock purchased under the plan.
12. How many shares may be purchased by a participant during any month or year?
Reinvested dividends are not subject to any minimum or maximum.
Optional cash purchases are subject to a minimum investment of $100 and a maximum investment of $10,000 in any calendar month.
Initial optional cash purchases by investors that are not yet one of our stockholders are subject to a minimum of $750 and a maximum of $10,000.
The maximums for optional cash purchases may be waived by us in our sole and absolute discretion. You may request a waiver of such maximums by submitting a request for waiver which we must receive at least two business days prior to the investment date as described in Question 15, "May a stockholder request a waiver of the purchase limitation?"
Optional cash purchase amounts of less than $100, or $750 in the case of an initial optional cash purchase by a non-stockholder, and that portion of any optional cash purchases that exceeds the maximum of $10,000 per calendar month will be returned to you without interest, unless this maximum is waived.
13. At what price will shares be purchased?
Reinvested Dividends. The purchase price for each share of common stock acquired through the plan by the reinvestment of dividends will be equal to:
. in the case of newly issued shares of common stock, the average of the high and low NYSE Composite prices on the applicable date we pay dividends less a discount ranging from 0% to 5%, currently set at 2%, provided, that if no trades of our common stock are reported on the NYSE Composite on the date we pay dividends, the agent shall apply such reinvested dividends on the next trading day on which there are trades of our common stock reported on the NYSE Composite, or
. in the case of open market or privately negotiated transactions, the average of the purchase price of all shares purchased by the agent for the plan with reinvested dividends for the applicable date we pay dividends.
Optional cash purchases under the Maximum Thresholds. The price of shares acquired through the plan as a result of optional cash purchases of $10,000 or less, will be equal to:
. in the case of newly issued shares of common stock, the ten day average of the average of the high and low NYSE Composite prices on each of the ten trading days immediately preceding the applicable investment date, less a discount ranging from 0% to 5% currently set at 2%, or
. in the case of open market purchases or privately negotiated transactions, the average of the purchase price of all shares purchased by the agent on the applicable investment date.
Optional cash purchases made above the $10,000 maximum limit with our permission. If we elect to allow you to purchase in excess of $10,000 in any calendar month, the price will be equal to the greater of (i) the ten day average of the average of the high and low NYSE Composite prices on each of the ten trading days immediately preceding the applicable investment date, less a discount ranging from 0% to 5% currently set at 2% and (ii) the average of the high and low NYSE Composite prices on the investment date, less a discount ranging from 0% to 5% currently set at 2%. See Question 14, "Are there limitations that apply to optional cash purchases made in excess of the maximum limit?" All shares of common stock purchased in excess of the maximum limit will be newly issued, and no shares will be acquired from open market purchases or privately negotiated transactions.
Maximum discount applicable to all dividend reinvestments and optional cash purchases. Whether you are reinvesting dividends or making optional cash purchases, you may not purchase shares of common stock on any particular trading day (whether such shares are newly issued shares or purchased by the agent in open market or privately negotiated transactions) for an amount, less any brokerage commissions, trading fees and any other costs of purchase paid by us (collectively "Costs"), which is less than 95% of the average of the high and low NYSE Composite prices on that particular trading day. In the event that shares would be purchased for an amount, less any brokerage commissions, trading fees and other costs, which is below 95% of this average, your purchase price, less any brokerage commissions, trading fees and other costs, will equal 95% of the average of the high and low NYSE Composite prices on that day.
14. Are there limitations that apply to optional cash purchases made in excess of the maximum limit?
We will consider requests for optional cash purchases in excess of $10,000 on a case-by-case basis and approve or deny each request in our sole discretion based on a number of factors. See question 15 "May a stockholder request a waiver of the purchase limitation?" All requests for a waiver must include your representation to us that:
. you are not purchasing shares to engage in arbitrage activities;
. you have not sold and will not sell shares of our common stock (including short sales) during the ten day period immediately prior to the investment date; and
. you are not engaging in an unlawful distribution of our common stock or engaging in underwriting activities as defined under applicable law.
As a condition to granting any requests for a waiver of the purchase limitation, we may require that you make additional representations to us relating to your beneficial interest in our securities, your trading activity in our common stock and your intention with respect to the shares you purchase pursuant to your request for a waiver of the purchase limitation.
15. May a stockholder request a waiver of the purchase limitation?
You may make optional cash purchases in excess of $10,000 during any calendar month only pursuant to a request for waiver approved by us in our sole and absolute discretion. A request for waiver should be sent to us by facsimile at (949) 221-0607, Attention: Legal Department, by 2:00 p.m. Pacific Standard Time, at least 2 business days prior to the investment date. In the event that a request for waiver is received by us after this
date, the waiver will not be approved for that investment date and your optional cash purchase will be limited to $10,000 for that investment date. If your request for a waiver is not timely, or if we deny your request for a waiver, the agent will refund the amount received in excess of $10,000 without interest thereon. The request for waiver should not be sent to the agent. The request for waiver form will be furnished by us or the agent at the address and telephone number referenced above. We have sole and absolute discretion to grant any approval for optional cash purchases in excess of the allowable maximum amounts.
In deciding whether to approve a request for waiver, we will consider relevant factors, including, but not limited to:
. our need for additional funds,
. the attractiveness of obtaining the additional funds through the sale of common stock as compared to other sources of funds,
. the purchase price likely to apply to any sale of common stock, and
. the aggregate amount of optional cash purchases for which requests for waiver have been submitted by all participants.
If requests for waiver are submitted for any investment date for an aggregate amount in excess of the amount we are then willing to accept, we may honor those requests by any method that we determine to be appropriate. With regard to optional cash purchases made pursuant to a request for waiver, the plan does not provide for a predetermined maximum limit on the amount that you may invest or on the number of shares that may be purchased. We reserve the right to modify, suspend or terminate participation in the plan for any reason whatsoever including the elimination of practices that are not consistent with the purposes of the plan.
Any person who acquires shares of common stock through the plan and resells them shortly before or after acquiring them may be considered to be an underwriter within the meaning of the Securities Act of 1933. We have no arrangements or understandings, formal or informal, with any person relating to a distribution of shares to be received pursuant to the plan by such persons. See "Plan of Distribution and Underwriters."
16. How and when will we determine whether shares of common stock will be newly issued or purchased in the market? How and when will we establish a discount?
We may, without prior notice to you, change our determination as to whether common stock will be purchased by the agent directly from us, in the open market or in privately negotiated transactions from third parties or in a combination of both, in connection with the purchase of shares of common stock from reinvested dividends or from optional cash purchases. We will not, however, change our determination more than once per month.
Not later than three business days prior to the investment date for the applicable month, we may establish a discount from the market price applicable to optional cash purchases. Each quarter, not later than three business days prior to our record date for dividends on our common stock, we may establish a discount from the market price applicable to the purchase of shares of common stock from reinvested dividends.
We will not offer a discount for common stock purchased in the open market or in privately negotiated transactions.
You may not be able to depend on the availability of a market discount regarding shares acquired from newly issued company stock. While a discount from market prices of up to 5% may be established from time to time, the granting of a discount at one time will not insure the availability of a discount or the same discount at another. At any time, we may, without prior notice to you, lower or eliminate the discount.
17. How many shares are being sold under the plan?
The agent may purchase shares from the open market, privately negotiated purchases, or our authorized but unissued shares of our common stock, or a combination of both. There is no limit on the number of shares that the agent may purchase in the open market or pursuant to privately negotiated purchases, and, initially, 1,500,000 shares of common stock have been authorized to be newly issued and sold under the plan.
However, shares of common stock purchased by the agent for optional cash purchases made above the $10,000 maximum limit with our permission must be acquired from newly issued common stock and may not be acquired from open market purchases or privately negotiated transactions. See Question 13, "At what price will shares be purchased?"
Because we presently expect to continue the plan indefinitely, we expect to authorize additional shares from time to time as necessary for purposes of the plan.
18. When will shares be acquired under the plan?
If we elect to provide shares for the plan through newly issued stock, shares will be credited to your account as follows:
. If you are an existing stockholder reinvesting some or all of your dividends automatically, shares will be issued and credited to your account on the applicable date we pay dividends; provided, that if no trades of our common stock are reported on the NYSE Composite on the date we pay dividends, the agent shall apply such reinvested dividends on the next trading day on which there are trades of our common stock reported on the NYSE Composite; or
. If you are making optional cash purchases, shares will be issued and credited to your account as of the applicable investment date. Shares will generally be made available within three business days following the investment date.
If we elect to acquire shares for the plan through the open market or in privately negotiated transactions, the agent will purchase the shares as soon as practicable on the applicable date we pay dividends or the applicable investment date, in the case of the reinvestment of dividends and optional cash purchases, respectively. The date these shares will be deemed acquired and credited to your account will be the date we pay dividends or the investment date.
In the past, the dates we pay dividends have occurred on or about the twentieth day of each February, May, August and November. While this past pattern with respect to timing of the dates we pay dividends is expected to be followed generally in the future, dividends are paid if, as and when declared by our board of directors. There can be no assurance as to the declaration or payment of a dividend, and nothing contained in the plan obligates us to declare or pay any dividend on our common stock. The plan does not represent a guarantee of future dividends.
19. How are optional cash purchases made?
All plan participants are eligible to request optional cash purchases at any time. Other interested investors that are not one of our stockholders are also eligible to make an initial investment in common stock through an optional cash purchase by submitting an enrollment form.
You can make an optional cash investments when joining the plan by enclosing a check or money order with the enrollment form. Thereafter, optional cash investments should be accompanied by the transaction request form located at the bottom of your statement or transaction advice. Using this form expedites the purchase and ensures proper posting of the shares to your account. Replacement statements may be requested by contacting our Shareholder Service Center at 1-800-524-4458.
Individuals who elect to make monthly purchases may do so by check or by Electronic Funds Transfer (EFT). If the second option is chosen your optional cash investment will be deducted from the your checking or savings account on the 25th day of each month or, if such date is not a business day, the deduction will be made on the preceding business day, and will be applied to optional cash purchases in the following month.
Optional cash payments may also be made by check or money order drawn on a US Bank, in US currency, payable to "HCPI Dividend Reinvestment and Stock Purchase Plan." Mail the transaction request form attached to the bottom of your statement along with your check to the Plan Administrator using the address indicated on page 7. Third party checks will not be accepted and will be returned to sender.
In the event that an optional cash investment check is returned unpaid for any reason or your designated bank account for EFT does not have sufficient funds for your authorized monthly deduction, the agent will immediately remove from your account any shares already purchased upon the prior credit for such funds. The agent will thereupon be entitled to sell any such shares to satisfy any uncollected amounts. If the net proceeds of the sale of such shares are insufficient to satisfy the balance of the uncollected amounts, the agent reserves the right to sell such additional shares from your account as may be necessary to satisfy the uncollected balance.
It is your responsibility to immediately notify The Bank of New York of any changed in EFT information as it relates to your authorized monthly deductions. Changes to EFT information must be submitted to the Bank in writing. Participants may call 1-800-524-4458 and request a new EFT enrollment form.
Participants will be charged a fee of $20.00 for returned checks and failed automatic EFT investments.
Optional cash purchases should be received by the agent at least one business day prior to the investment date. All optional cash purchases made in excess of the plan limit with our permission may be made only by wire transfer to the account referenced on the waiver form. Inquiries regarding other forms of payments and all other written inquiries should be directed to the agent at the address referenced herein.
20. Will we pay interest on funds we hold for optional cash purchases prior to investment?
No interest will be earned on funds held for optional cash purchases prior to investment. Consequently, we strongly suggest that you deliver funds to be used for investment in optional cash purchases to the agent shortly before but not after the applicable optional cash investment due date so that your funds are not held over to the following investment date. Any questions regarding the optional cash investment due dates or the dates as of which funds should be delivered should be directed to the agent at the address and telephone number included above.
You should be aware that since investments under the plan are made as of specified dates, you may lose any advantage that otherwise might be available from being able to select the timing of an investment. Neither we nor the agent can assure a profit or protect against a loss on shares of common stock purchased under the plan.
21. What are the federal income tax consequences of participating in the plan?
If you reinvest dividends you will still be treated for federal income tax purposes as having received a dividend on the dividend payment date. By reinvesting dividends you will be liable for the payment of income tax on the dividends despite not receiving immediate cash dividends to satisfy the tax liability. In addition, for reinvested dividends and optional cash purchases, you will be treated as having received a constructive distribution, which may give rise to additional tax liability, to the extent we pay brokerage commissions on your behalf or purchase shares at a discount. See "Certain Federal Income Tax Consequences of Participating" in the Plan.
22. What if I have more than one account?
For purposes of the limitations discussed in this prospectus, we may aggregate all optional cash purchases for you if you have more than one account which uses the same social security or taxpayer identification number. If you are unable to supply a social security or taxpayer identification number, your participation may be limited by us to only one plan account. Also for the purpose of these limitations, all plan accounts that we believe to be under common control or management or to have common ultimate beneficial ownership may be aggregated. Unless we have determined that reinvestment of dividends and optional cash purchases for each account would be consistent with the purposes of the plan, we will have the right to aggregate all of these accounts and to return, without interest, any amounts in excess of the investment limitations.
23. Will certificates be issued for share purchases?
All shares purchased pursuant to the plan may be held together in the name of the agent or its nominee and credited to each individual account in "book entry" form. This service protects against the loss, theft, or destruction of certificates evidencing shares. Upon your request, upon your withdrawal from the plan or upon termination of the plan, the agent will have certificates issued and delivered for all full shares credited to your account. In order to expedite your request to receive certificated shares, use the transaction request form attached to the bottom of your statement. Certificates will be issued only in the same names as those enrolled in the plan. In no event will certificates for fractional shares be issued.
24. May I add shares of common stock to my account by transferring stock certificates that I possess?
You may send to the plan for safekeeping all common stock certificates which you hold. The safekeeping of shares offers the advantage of protection against loss, theft or destruction of certificates as well as convenience, if and when shares are sold through the plan. All shares represented by certificates will be kept for safekeeping in "book entry" form and combined with any full and fractional shares then held by the plan for you. To deposit certificates for safekeeping under the plan, you must submit the transaction request form attached to the bottom of your statement. Stock certificates and the transaction request form as well as all other transaction processing should be directed to the agent at
The Bank of New York Dividend Reinvestment Services P. O. Box 1958 Newark, New Jersey 07101-9774
All written inquiries about the safekeeping service or otherwise should be directed to the agent at:
The Bank of New York c/o Investor Relations Department P. O. Box 10258 Church Street Station New York, New York 10286-1258
You may withdraw shares that you deposited for safekeeping by calling the agent by telephone or by submitting the form included with the account statements. All written inquiries about the agent's safekeeping service should be sent to the address as set forth in Question 4, "Who will administer the plan?"
25. What reports will be sent to participants in the plan?
Unless you participate in the plan through a broker, bank or nominee, you will receive from the agent a detailed statement of your account following each dividend payment and when there is purchase activity in your account. These detailed statements will show total cash dividends received, optional cash purchases made, shares purchased, including fractional shares, and price paid per share in such year, and the total shares held in
the plan. You should keep these statements to determine the tax basis for shares purchased pursuant to the plan.
If the purchase involves dividend reinvestment, then the statement will also show your total distribution and the amount of your dividend that was reinvested in shares of common stock. In addition, the agent will send to you a copy of the annual report, proxy statements and federal income tax information for reporting distributions in addition to any other reports that may send as it sees fit.
The agent will send a statement following any sale activity in your account. In this statement you will receive a check with a Form 1099-B and information regarding the trade such as sale price, shares sold, fees, net dollars and taxes, if any. The sale will be recapped on your quarterly dividend statement.
Both statements for purchases and sales will contain year to date summary information. You should keep these statements to determine the tax basis for shares purchased pursuant to the plan. Any participant that participates in the plan through a broker, bank or nominee, should contact that party for a similar statement.
26. How may I withdraw from the plan?
You may terminate participation in the plan by submitting to the agent the transaction request form attached to the bottom of your statement. After the agent receives the termination notice, dividends will be sent to you in the usual manner and no further optional cash purchases may be made until and unless you re-enroll in the plan. Notice of termination received by the agent less than three (3) days before an investment date may not be processed until after the investment date. Once termination has been effected, the agent will issue to you a certificate for all whole shares held under the plan. Alternatively, you may specify in the termination notice that some or all of the shares be sold. Any fractional shares held in your account under the plan at the time of termination will be converted to cash at the average price the agent obtains for all shares sold on that particular trading day, net of any brokerage commissions. If you dispose of all shares represented by certificates registered in your name on our books but do not give notice of termination under the plan, the agent will continue to reinvest dividends on shares held in your account under the plan until otherwise directed. If the request is received on or after the record date for a dividend, any cash dividend paid on that account will be reinvested for the account. The request will then be processed as soon as practicable after the dividend is reinvested and the additional shares are credited to your account. There will be no cost to you with respect to termination of your reinvestment of dividends through the plan other than the applicable sales fee with respect to any shares sold.
If your plan account balance falls below one full share, the agent reserves the right to liquidate the fraction and remit the proceeds, less any applicable fees, to you at your address of record and to terminate your participation in the plan. We may also terminate the plan or your participation in the plan after written notice in advance mailed to you at the address appearing on the agent's records. Participants whose participation in the plan has been terminated will receive certificates for whole shares held in their accounts and a check for the cash value of any fractional share held in any plan account so terminated less any applicable fees.
27. What happens if I sell or transfer shares of stock or acquire additional shares of stock?
You may instruct the agent to sell some or all of your shares held in your account by notifying the agent by using the form included with account statements. Note: Your sale order will not be executed on the day your order is placed. You should therefore anticipate a difference between the price of the stock on the date you place the order and the price at which the shares are sold.
. Sale Order via IVR System
The agent's recommended method for placing sale orders is via the Interactive Voice Response (IVR) system. To place a sale order, telephone the Shareholder Service Center at 1-800-524-4458 and enter your social security number or Taxpayer ID at the prompt. Daily sale orders are generally accepted until 6:00 pm Eastern
Time. Sale orders placed via the IVR before 6:00pm will generally be sold within two business days and in most cases be sold the next business day. Sales placed after 6:00pm will be considered received the next business day. Sales are subject to stock exchange holidays, early closings and Company black-out periods.
. Sale Order by Mail
You may use the stub from the plan statement that you receive from The Bank of New York to sell your shares. You must complete and sign the stub and mail the instructions to the agent. All listed participants must sign the instruction form. Sale orders received by mail will be executed by the agent promptly after receipt.
The agent will sell shares through BNY-ESI & Co. Inc., a registered broker dealer, as soon as practicable after receipt of a proper notice. Shares to be sold may be commingled with those of other participants requesting sale of their shares, and the proceeds to each participant will be based on the average price for all shares sold by the agent during the day of sale. You should understand that the price of the common stock may go down as well as up between the date a request to sell is received and the date the sale is executed. The plan does not offer the ability for you to specify either the dates or the prices at which shares are to be sold through the agent.
If a request to sell shares is received on or after the record date for a dividend, any cash dividend paid on the shares will be reinvested, if applicable.
There is a transaction fee for selling shares through the agent in addition to your pro rata share of trading fees or brokerage commissions.
If you have elected to have dividends automatically reinvested in the plan and subsequently sell or transfer all or any part of the shares registered in your name, automatic reinvestment will continue as long as shares are registered in your name or held for you by the agent or until termination of enrollment. Similarly, if you have elected the full or partial dividend reinvestment option under the plan and subsequently acquire additional shares registered in your name, dividends paid on the shares will automatically be reinvested until termination of enrollment. If, however, you have elected the optional cash purchases only option and subsequently acquire additional shares that are registered in your name, dividends paid on the shares will not be automatically reinvested under the plan.
28. How may I transfer all or a part of my shares held in the plan to another person?
You may transfer ownership of all or part of your shares held in the plan through gift, private sale or otherwise, by mailing to the agent at the address listed in Question 4, "Who will administer the plan?" a properly executed stock assignment, along with a letter with specific instructions regarding the transfer and a Substitute Form W-9 (Certification of Taxpayer Identification Number) completed by the transferee. Requests for transfer of shares held in the plan are subject to the same requirements as the transfer of common stock certificates, including the requirement of a medallion signature guarantee on the stock assignment. The agent will provide you with the appropriate forms upon request. If you have any stock certificates bearing a restrictive legend in your account, the agent will comply with the provisions of the restrictive legend before effecting a sale or transfer of the restricted shares. All transfers will be subject to the limitations on ownership and transfer provided in our charter which are summarized below and which are incorporated into this prospectus by reference.
29. How will my shares be voted?
For any meeting of stockholders, you will receive proxy materials in order to vote all shares held by the plan for your account. All shares will be voted as designated by you or may be voted in person at the meeting of stockholders. If no instructions or executed proxy are received, the shares will not be voted. If you hold your shares through a broker, bank or nominee, that person will receive the proxy materials and you will need to contact that person in order to vote your shares.
30. Who pays the expenses of the plan?
We will pay all day-to-day costs of the administration of the plan. You will only be responsible for a transaction fee and your pro rata share of trading fees and any brokerage commissions associated with your sales of shares of common stock attributable to you under the plan. We will pay for all fees and commissions associated with your purchases under the plan.
31. What are our or the agent's responsibilities under the plan?
Neither we nor the agent will be liable for any act done in good faith or for any good faith omission to act, including, without limitation, any claims of liability arising out of a failure to terminate a participant's account upon the participant's death or adjudication of incompetence prior to the receipt of notice in writing of the death or adjudication of incompetence, the prices at which shares are purchased or sold for the benefit of a participant's account, the times when purchases are made or fluctuations in the market value of the common stock. Neither we nor the agent has any duties, responsibilities or liabilities except as expressly set forth in the plan or as imposed by applicable laws, including, without limitation, federal securities laws. You should recognize that we cannot assure a profit or protect against a loss on the shares purchased by you under the plan and we take no position on whether you should participate in the plan. All accounts will initially reinvest all dividends unless you notify the agent otherwise.
32. What happens if we issue a stock dividend, subscription rights, declare a stock split or make any other distribution in respect of shares of common stock?
You will automatically receive a credit to your plan account for any stock dividend, stock split or other distribution in respect of shares of common stock that we may declare. In the event that we make available to the holders of our common stock subscription rights to purchase additional shares of common stock or other securities, the agent will sell the rights accruing to all shares held by the agent for participants and will apply the net proceeds of the sale to the purchase of common stock with the next monthly optional cash purchase. If you do not want the agent to sell the rights and invest the proceeds, you can notify the agent by submitting an updated enrollment form and you can request distribution of subscription or other purchase rights directly to yourself. This will permit you to personally exercise, transfer or sell the rights on the shares. The processing of dividend reinvestments or optional cash purchases may be curtailed or suspended until the completion of any stock dividend, stock split or other distribution.
33. May shares in my account be pledged?
You may not pledge shares credited to your or any other participant's account and any purported pledge will be void. If you wish to pledge shares, those shares must be withdrawn from the plan.
34. May the plan be changed or terminated?
We may amend, modify, suspend or terminate the plan at any time. You will be notified by the agent in writing of any substantial modifications made to the plan. Any amendment may include an appointment by the agent in its place of a successor agent under the terms and conditions set forth herein, in which event we are authorized to pay the successor for the account of each participant, all dividends and distributions payable on common stock held by the participant under the plan for application by the successor as provided herein. Notwithstanding the foregoing, such action shall not have any retroactive effect that would prejudice your interests.
35. What law governs the plan?
The plan will be governed by the law of the State of Maryland.
Restrictions on Ownership of Shares
Because our board of directors believes it is essential for us to continue to qualify as a real estate investment trust, our charter documents contain restrictions on the ownership and transfer of our capital stock which are intended to assist us in complying with the requirements to qualify as a real estate investment trust.
The ownership limit relating to our common stock in our charter documents provides that, if our board of directors shall, at any time and in good faith, be of the opinion that direct or indirect ownership of more than 9.9% or more of the voting shares of capital stock has or may become concentrated in the hands of one beneficial owner, our board of directors shall have the power:
(1) by lot or other means deemed equitable by us, to call for the purchase from any of our stockholders a number of voting shares sufficient, in the opinion of our board of directors, to maintain or bring the direct or indirect ownership of voting shares of capital stock of the beneficial owner to a level of no more than 9.9% of the outstanding voting shares of our capital stock, and
(2) to refuse to transfer or issue voting shares of capital stock to any person whose acquisition of such voting shares would, in the opinion of our board of directors, result in the direct or indirect ownership by that person of more than 9.9% of the outstanding voting shares of our capital stock.
Further, any transfer of shares, options, warrants, or other securities convertible into voting shares that would create a beneficial owner of more than 9.9% of the outstanding voting shares shall be deemed void and the intended transferee shall be deemed never to have had an interest therein.
The purchase price for any voting shares of capital stock so redeemed shall be equal to:
. the fair market value of the shares reflected in the closing sales price for the shares, if then listed on a national securities exchange, or
. the average of the closing sales prices for the shares if then listed on more than one national securities exchange, or
. if the shares are not then listed on a national securities exchange, the latest bid quotation for the shares if then traded over-the-counter, on the last business day immediately preceding the day on which notices of such acquisitions are sent by us, or
. if no such closing sales prices or quotations are available, then the purchase price shall be equal to the net asset value of such stock as determined by our board of directors in accordance with the provisions of applicable law.
From and after the date fixed for purchase by our board of directors, the holder of any shares so called for purchase shall cease to be entitled to distributions, voting rights and other benefits with respect to such shares, except the right to payment of the purchase price for the shares.
Compliance with Applicable Law and Regulations
Our obligation to offer, issue or sell our common stock is subject to our obtaining any necessary approval, authorization and consent from any regulatory authorities having jurisdiction over the issuance and sale of the shares. We may elect not to offer or sell our common stock to stockholders residing in any jurisdiction where, in our sole discretion, the burden or expense of compliance with applicable blue sky or securities laws makes that offer or sale impracticable or inadvisable.
Certain Federal Income Tax Consequences Associated with Participating in the Plan
Dividends you receive on shares of our common stock that you hold in the plan and which are reinvested in newly issued shares will be treated for federal income tax purposes as a taxable stock distribution to you. Accordingly, you will receive taxable dividend income in an amount equal to the fair market value of the shares of our common stock that you receive on the date we pay dividends to the extent we have current or accumulated earnings and profits for federal income tax purposes. We intend to take the position that the fair market value of the newly issued shares purchased with reinvested dividends equals the average of the high and low NYSE Composite prices of our common stock on the related date we pay dividends. The treatment described above will apply to you whether or not the shares are purchased at a discount. On the other hand, dividends you receive on shares of our common stock that you hold in the plan which are reinvested in shares of our common stock purchased by the agent in the open market or in privately negotiated transactions will be treated for federal income tax purposes as a taxable cash distribution to you in an amount equal to the purchase price of such shares to the extent that we have current or accumulated earnings and profits for federal income tax purposes. The portion of a distribution you receive that is in excess of our current and accumulated earnings and profits will not be taxable to you if this portion of the distribution does not exceed the adjusted tax basis of your shares. If a portion of your distribution exceeds the adjusted tax basis of your shares, that portion of your distribution will be taxable as a capital gain. If we properly designate a portion of your distribution as a capital gain dividend, then that portion will be reportable as a capital gain. Capital gains will be taxed to you at a 20% or 25% income tax rate, depending on the tax characteristics of the assets which produced such gains, and on certain other designations, if any, that we may make. Your statement of account will show the fair market value of the common stock purchased with reinvested dividends on the applicable date we pay dividends. You also will receive a Form 1099-DIV after the end of the year which will show for the year your total dividend income, your amount of any return of capital distribution and your amount of any capital gain dividend.
If, pursuant to the optional cash purchase features of the plan, you acquire newly issued shares of our common stock at a discount from the fair market value of such shares on the applicable investment date, the tax treatment to you is unclear. We presently intend to take the position that any discount on newly issued shares purchased pursuant to the optional cash purchase features of the plan does not constitute a distribution from us to you. However, it is possible that you will be treated as having received a distribution from us upon the purchase of our newly issued common stock pursuant to the optional cash purchase features of the plan in an amount equal to the excess, if any, of the total fair market value of the shares you purchase on the applicable investment date over the amount of your payment for such shares. We may take this position in future reports to you or the Internal Revenue Service. You should consult with your own tax advisor with respect to the tax treatment of any shares you purchase at a discount pursuant to the optional cash purchase features of the plan.
Under the plan, we will bear any trading fees or brokerage commissions related to the acquisition of, but not the sale of, shares of our common stock. The Internal Revenue Service has ruled in private letter rulings that brokerage commissions paid by a corporation with respect to open market purchases on behalf of participants in a dividend reinvestment plan were to be treated as constructive distributions to the participants. In these rulings the Internal Revenue Service determined that distributions were subject to income tax in the same manner as distributions and includable in the participant's cost basis of the shares purchased. Accordingly, to the extent that we pay brokerage commissions with respect to any open market or privately negotiated purchases made with reinvested dividends by the agent, we intend to take the position that participants received their proportionate amount of the commissions as distributions in addition to the amounts described above. While the matter is not free from doubt, we intend to take the position that any trading fees or brokerage commissions paid by us pursuant to the optional cash purchase features of the plan will be treated in the same manner as the purchase price discount described above, and that administrative expenses of the plan paid by us are not constructive distributions to you.
If we invest your optional cash purchases in newly issued shares of our common stock not sold to you at a discount, or reinvest your dividends in newly issued shares of our common stock, then your tax basis in the shares purchased for your account will equal the per share fair market value of the common stock on the day the shares are purchased on the applicable investment date or the relevant date we pay dividends, as the case may be. Your tax basis in the shares of our common stock acquired pursuant to the optional cash purchase features of the plan at a discount will equal the amount you paid for the shares, plus the amount of income, if any, you recognized upon the acquisition as a result of the purchase price discount. If we reinvest your dividends or your optional cash purchases in shares that the agent purchases in the open market or in privately negotiated transactions, then your tax basis in your shares purchased for your account will equal the amount you paid for the shares, plus the amount of income, if any, that you recognize because trading fees or brokerage commissions were paid on your behalf. Your holding period for the shares of our common stock acquired under the plan will begin on the day following the date such shares were purchased for your account. Consequently, shares of our common stock purchased in different quarters will have different holding periods.
You will not realize any gain or loss when you receive certificates for whole shares of our common stock credited to your account, either upon your request, when you withdraw from the plan or if the plan terminates. However, you will recognize gain or loss when whole shares of our common stock or rights applicable to our common stock acquired under the plan are sold or exchanged. You will also recognize gain or loss when you receive a cash payment for a fractional share of our common stock credited to your account when you withdraw from the plan or if the plan terminates. The amount of your gain or loss will equal the difference between the amount you receive for your shares or fractional shares of our common stock or rights applicable to common stock, net of any costs of sale paid by you, and your tax basis of such shares.
The foregoing summary of material federal income tax considerations regarding the plan is based on current law, is for your general information only and is not tax advice. This discussion does not purport to deal with all aspects of taxation that may be relevant to you in light of your personal investment circumstances, or if you are a type of investor (including insurance companies, tax-exempt organizations, financial institutions or broker dealers, foreign corporations and persons who are not citizens or residents of the United States) who is subject to special treatment under the federal income tax laws. If you wish to participate in the plan, you are strongly urged to consult with your tax advisor regarding the specific tax consequences (including the federal, state, local and foreign tax consequences) that may affect you if you participate in the plan, and of potential changes in applicable tax laws.
Plan of Distribution and Underwriters
Pursuant to the plan, we may be requested to approve optional cash purchases in excess of the allowable maximum amounts pursuant to requests for waiver on behalf of participants that may be engaged in the securities business. In deciding whether to approve this request, we will consider relevant factors including, but not limited to, our need for additional funds, the attractiveness of obtaining these funds by the sale of common stock under the plan in comparison to other sources of funds, the purchase price likely to apply to any sale of common stock, the participant submitting the request, including the extent and nature of the participant's prior participation in the plan and the number of shares of common stock held of record by the participant, and the aggregate number of requests for waiver that have been submitted by all participants. Persons who acquire shares of common stock through the plan and resell them shortly after acquiring them, including coverage of short positions, under some circumstances, may be participating in a distribution of securities that would require compliance with Regulation M under the Securities Exchange Act of 1934 and may be considered to be underwriters within the meaning of the Securities Act of 1933. We will not extend to this person any rights or privileges other than those to which it would be entitled as a participant, nor will we enter into any agreement with the person regarding the person's purchase of the shares or any resale or distribution thereof. We may, however, approve requests for optional cash purchases by those persons in excess of allowable maximum limitations. If requests are submitted for any investment date for an aggregate amount in excess of the amount the we are willing to accept, we may honor the requests in order of receipt, pro rata or by any other method which we determine to be appropriate.
Experts
The consolidated financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports.
Legal Matters
The legality of the issuance of the shares of our common stock has been passed upon for us by Ballard Spahr Andrews & Ingersoll, Baltimore, Maryland.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.
The estimated expenses, other than underwriting discounts and commissions, in connection with this offering are estimated as follows:
SEC Registration Fee............................................. $ 1,500.00
Blue Sky fees and expense........................................ 500.00
Printing and shipping expenses................................... 10,000.00
Legal fees and expenses.......................................... 35,000.00
Accounting fees and expenses..................................... 2,000.00
Transfer agent or trustee fees................................... 1,000.00
Listing Fees..................................................... 17,500.00
Miscellaneous.................................................... 5,000.00
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Total.......................................................... $72,500.00
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Item 15. Indemnification of Directors and Officers.
Our Articles of Restatement (the "Charter") limit the liability of HCPI's directors and officers to HCPI and its shareholders to the fullest extent permitted by the laws of the State of Maryland. The Maryland General Corporation Law presently permits the liability of directors and officers to a corporation or its shareholders for money damages to be limited, except (1) to the extent that it is proved that the director or officer actually received an improper benefit or profit or (2) if the judgment or other final adjudication is entered in a proceeding based on a finding that the directors or officers action, or failure to act, was a result of active or deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. The provisions of the Charter Documents do not limit the ability of us or our shareholders to obtain other relief, such as injunction or recision.
Article X of our Second Amended and Restated By-Laws (the "By-Laws") provides that HCPI shall indemnify and hold harmless, in the manner and to the fullest extent permitted by law, any person who is or was a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of HCPI, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of HCPI, or, as a director or officer of HCPI, is or was serving at the request of us as a director, officer, trustee, partner, member, agent or employee of another corporation, partnership, limited liability company, association, joint venture, trust, benefit plan or other enterprise.
Article X of the By-Laws further provides that HCPI may, with the approval of the Board of Directors, provide such indemnification and advancement of expenses as described in the above paragraph to agents and employees of HCPI.
Section 2-418 of the Maryland 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 (1) 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 (2) such person actually received an improper personal benefit in money, property or services; or (3) 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
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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 or officer failed to meet the requisite standard of conduct for permitted indemnification. HCPI has provided for the benefit of its directors and officers, a Directors and Officers Liability Policy.
Item 16. Exhibits.
See Exhibit Index.
Item 17. Undertakings.
(a) 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:
(A) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"):
(B) 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 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 Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set for the in the "Calculation of Registration Fee" table in the effective registration statement.
(C) 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; provided, however, that the information required to be
included in a post-effective amendment by paragraphs (a)(1)(A) and
(a)(1)(B) above may be contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference 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.
(b) The undersigned registrant hereby undertakes, that, for purposes of determining any liability under the Securities Act, each filing the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (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.
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(c) 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 by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 13th day of November, 2000.
HEALTH CARE PROPERTY INVESTORS, INC.
/s/ Kenneth B. Roath
By: _________________________________
Kenneth B. Roath
Chairman, President and
Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below appoints Kenneth B. Roath and James G. Reynolds, and both or either of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any subsequent registration statement thereto pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys- in-fact and agents, or either of them or their or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Kenneth B. Roath Chairman, President, Chief November 13, 2000
____________________________________ Executive Officer and
Kenneth B. Roath Director (Principal
Executive Officer)
/s/ James G. Reynolds Executive Vice President and November 13, 2000
____________________________________ Chief Financial Officer
James G. Reynolds (Principal Financial
Officer)
/s/ Devasis Ghose Senior Vice President and November 13, 2000
____________________________________ Treasurer (Principal
Devasis Ghose Accounting Officer)
/s/ Paul V. Colony Director November 13, 2000
____________________________________
Paul V. Colony
|
II-4
Signature Title Date
--------- ----- ----
/s/ Robert R. Fanning, Jr. Director November 13, 2000
____________________________________
Robert R. Fanning, Jr.
/s/ Michael D. McKee Director November 13, 2000
____________________________________
Michael D. McKee
/s/ Orville E. Melby Director November 13, 2000
____________________________________
Orville E. Melby
/s/ Harold M. Messmer, Jr. Director November 13, 2000
____________________________________
Harold M. Messmer, Jr.
/s/ Peter L. Rhein Director November 13, 2000
____________________________________
Peter L. Rhein
|
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EXHIBIT INDEX
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the validity of
the common stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ballard Spahr (included in exhibit 5.1).
24.1 Power of Attorney (contained on page II-4).
99.1 Dividend Reinvestment and Stock Purchase Plan
|
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EXHIBIT 5.1
OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP
[Letterhead of Ballard Spahr Andrews & Ingersoll, LLP]
November 13, 2000
Health Care Property Investors, Inc.
Suite 900
4675 MacArthur Court
Newport Beach, California 92660
Re: Health Care Property Investors, Inc., a Maryland corporation (the "Company")--Registration Statement on Form S-3, pertaining to One Million Five Hundred Thousand (1,500,000) shares (the "Shares") of common stock of the Company, par value one dollar ($1.00) per share ("Common Stock"), to be issued pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan (the "Plan")
Ladies and Gentlemen:
In connection with the registration of the Shares under the Securities Act of 1933, as amended (the "Act"), by the Company on Form S-3, filed or to be filed with the Securities and Exchange Commission (the "Commission") on or about November 9, 2000 and any amendments thereto, if any are to be filed with the Commission subsequent to the date hereof (the "Registration Statement"), you have requested our opinion with respect to the matters set forth below.
We have acted as special Maryland corporate counsel for the Company in connection with the matters described herein. In our capacity as special Maryland corporate counsel to the Company, we have reviewed and are familiar with proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and delivery of the Shares, and for purposes of this opinion have assumed such proceedings will be timely completed in the manner presently proposed. In addition, we have relied upon certificates and advice from the officers of the Company upon which we believe we are justified in relying and on various certificates from, and documents recorded with, the State Department of Assessments and Taxation of Maryland (the "SDAT"), including the charter of the Company (the "Charter"), consisting of Articles of Restatement filed with the SDAT on April 27, 1992, Articles Supplementary filed with the SDAT on September 25, 1997, September 3, 1998 and September 24, 1999, Articles of Merger filed with the SDAT on November 4, 1999, December 23, 1999, December 27, 1999, February 25, 2000 and April 25, 2000 and Articles Supplementary filed with the SDAT on July 28, 2000. We have also examined the Second Amended and Restated Bylaws of the Company, resolutions of the Board of Directors of the Company, or a committee thereof, adopted on or before the date hereof and in full force and effect on the date hereof (the "Directors' Resolutions"), the Registration Statement, the Plan and such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary to render this opinion.
We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies. In addition, we have assumed that each person executing any instrument, document or certificate referred to herein on behalf of any party is duly authorized to do so. We have also assumed that all certificates submitted to us are true and correct both when made and as of the date hereof, and that none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL") or issued in violation of the provisions of Section 4 of Article V of the Charter entitled "Provisions for Defining, Limiting and Regulating Certain Powers of the Corporation and the Board of Directors and Stockholders".
Based on the foregoing, and subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter, the Shares have been duly reserved and authorized for issuance by all necessary corporate action on the part of the Company, and when such Shares are issued and delivered by the Company upon and subject to the terms and conditions set forth in the Plan and the Directors' Resolutions, such Shares will be duly authorized, validly issued, fully paid and non-assessable.
We consent to your filing this opinion as an exhibit to the Registration Statement, and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Shares. We also consent to the identification of our firm as Maryland counsel to the Company in the section of the Prospectus (which is part of the Registration Statement) entitled "Legal Matters".
The opinions expressed herein are limited to the laws of the State of Maryland and we express no opinion concerning any laws other than the laws of the State of Maryland. Furthermore, the opinions presented in this letter are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated.
Very truly yours,
/s/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP |
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 18, 2000 included in Health Care Property Investors, Inc. Form 10-K for the year ended December 31, 1999 and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Orange County, California
November 10, 2000
EXHIBIT 99.1
HEALTH CARE PROPERTY INVESTORS, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
November 9, 2000
1. PURPOSE AND ADMINISTRATION
2. PARTICIPATION
A. Participation in the DRIP.
Should the Enrollment Form not arrive on or before the Dividend Record Date, those funds will be paid to the Participant in accordance with the Company's then current dividend payment policy or be held without interest until they can be invested pursuant to the COPP on the next Investment Date (as defined below). In such case, unless the Participant otherwise directs the Agent, such Participant's participation in the DRIP will begin on the following Dividend Payment Date. If not specified otherwise, the Enrollment Form directs the Agent to reinvest cash dividends on all shares enrolled in the Plan. However, a Participant may elect "Partial Dividend Reinvestment" or "No Reinvestment" as described below. If a Participant does not make an election on his or her Enrollment Form, the Agent will reinvest all dividends paid on the Participant's shares.
B. Participation in the COPP.
C. Partial Dividend Reinvestment.
By selecting the "Partial Dividend Reinvestment" option on the Enrollment Form, stockholders may elect to receive cash dividends on a specified number of their shares, and reinvest the dividends on the balance of such shares. A Participant may change the dividend reinvestment option at any time by submitting a newly executed Enrollment Form to the Agent or by writing to the Agent. Enrollment Forms may be obtained by contacting the Agent at the address set forth in Section 22. Any change in the number of shares with respect to which the Agent is authorized to reinvest dividends must be received by the Agent prior to the Dividend Record Date in order to permit the new number of shares to apply to that dividend.
3. DIVIDEND REINVESTMENT
Reinvested Dividends shall be, at the Company's option, purchased either from (i) authorized but previously unissued shares of Common Stock; (ii) shares of Common Stock purchased in the open market or privately negotiated transactions; or (iii) a combination of both. In any case, such shares will be sold to the Participant at a price per share determined in accordance with Sections 5 and 6 hereof.
Newly authorized but previously unissued Common Stock as well as shares purchased in the open market or in privately negotiated transactions will be purchased and issued
Reinvested Dividends are not subject to any minimum or maximum
purchase restrictions except those specified by the Participant as set forth in
Section 2.C of this Plan.
4. OPTIONAL CASH PURCHASES
A. Optional Cash Purchase Amounts.
B. Purchases under the Maximum Limit
A Participant enrolled in the Plan may make Optional Cash Purchases under the Maximum Limit by delivering to the Agent immediately available U.S. currency made payable to the "HCPI Dividend Reinvestment and Stock Purchase Plan" at the address set forth in Section 22. Wire transfers are not permitted for purchases under the Maximum Limit. Shares of Common Stock purchased under the Maximum Limit of the COPP shall be, at the Company's option, either from (i) authorized but previously unissued shares of Common Stock, (ii) shares of Common Stock purchased by the Agent in open market or privately negotiated transactions, or (iii) a combination of both. Such shares will be purchased on the next Investment Date following the Agent's receipt of the Participant's funds as set forth in section 2.B.
C. Purchases over the Maximum Limit
1. When Shares May be Purchased
The Agent will purchase shares exclusively from newly authorized but previously unissued Common Stock for all Optional Cash Purchases made over the Maximum Limit. These shares will be issued and credited to a Participant's accounts on the Investment Date following receipt of sufficient funds for such purchase; provided the funds are received by the Agent prior
to the applicable COPP Due Date. If sufficient funds are not received by the Agent prior to the applicable COPP Due Date, such funds will be held without interest until the Investment Date following the next COPP Due Date unless the Participant requests a refund of such funds.
2. Request for Waiver.
Participant may make Optional Cash Purchases in excess of the Maximum Limit only pursuant to a Request for Waiver form which must be received by the Company at least two business days prior to the applicable investment date and which must be approved by the Company in its sole and absolute discretion and by wire transferring immediately available funds to the account referenced in the Request for Waiver. The Agent must receive a copy of the Company's written approval on or before the Investment Date and must receive the immediately available funds on or before the COPP Due Date (as specified in Schedule A). The Request for Waiver should be sent to the Company by facsimile at (949) 221- 0607, Attention: Legal Department, by 2:00 p.m. Pacific Standard Time on or before the COPP Due Date. The Request for Waiver Form should not be sent to the Agent. The Request for Waiver form will be furnished by the Company or the Agent at the address and telephone number referenced above and is attached hereto as Exhibit A.
In deciding whether to approve a Request for Waiver, the Company will consider relevant factors, including, but not limited to, the Company's need for additional funds, the attractiveness of obtaining additional funds through the sale of Common Stock as compared to other sources of funds, the purchase price likely to apply to any sale of Common Stock, the participant submitting the request and the aggregate amount of Optional Cash Purchases for which Requests for Waiver have been submitted by all Participants. The Company will determine whether or not to offer a discount on shares to be purchased pursuant to the Request for Waiver on or before the Threshold Date as specified in Schedule A attached hereto.
If Requests for Waiver are submitted prior to any COPP Due Date for an aggregate amount in excess of the amount the Company is then willing to accept, the Company may honor those requests by any method that the Company determines to be appropriate. With regard to Optional Cash Purchases made pursuant to a Request for Waiver, the Plan does not provide for a predetermined maximum limit on the amount that a Participant may invest or on the number of shares that may be purchased. The Company reserves the right to modify, suspend or terminate participation in the Plan for any reason whatsoever, including the elimination of practices that are not consistent with the purposes of the Plan.
D. Procedures Applicable to Optional Cash Purchases.
Participants shall not be obligated to make any COPP investments, and the amount of such investments may vary among Investment Dates. If the "No Reinvestment" box on the Enrollment Form is checked, the Company will continue to pay cash dividends on the shares registered in the Participant's name in the usual manner, but any payment received will be applied toward the purchase of additional shares of Common Stock under the COPP in accordance with the terms hereof. Payments shall be delivered to the Agent at the appropriate address set forth in Section 22.
In the event that any Participant's check with respect to a payment is returned unpaid for any reason, the Agent will consider the request for investment of such money null and void and shall immediately remove from the Participant's account any shares purchased upon the prior credit of such money. The Agent shall thereupon be entitled to sell these shares to satisfy any uncollected amounts. If the net proceeds of the sale of such shares are insufficient to satisfy the balance of such uncollected amounts, the Agent, in addition to any other legal remedies it may have, shall be entitled to sell such additional shares from the Participant's account to satisfy the uncollected balance. Foreign and third party checks will not be accepted and will be returned to the Participant by the Agent.
A Participant may obtain a refund of any payment not yet invested upon written request to the Agent at the address set forth in Section 22, provided such request is received not later than two (2) business days prior to the next Investment Date. If the Agent receives the Participant's request for refund later than such date, the payment will be applied to the purchase of shares of Common Stock.
5. Discount Pricing
The Company may elect to establish, a discount from the market price of up to 5% applicable to Optional Cash Purchases and/or Reinvested Dividends for newly issued shares of Common Stock purchased directly from the Company. The Company, however, will not offer a discount for any Common Stock purchased by the Agent in the open market or in privately negotiated transactions under the Plan. The Company may change the discount in its discretion but will not change the discount more frequently than once a month.
The Company's election whether to establish a discount for any Investment Date and corresponding Investment Period will not affect the Company's rights to establish a discount for any other Investment Date and corresponding Investment Period in the future. Any Participant may obtain the discount applicable to the next Investment Date and corresponding Investment Period by telephoning the Company at (949) 221-0600 within two business days of the COPP Due Date. The discount, if any, shall be determined by the Company in its sole discretion after reviewing the current market conditions, the level of participation in the Plan, and current and projected capital needs. Such discount may vary but shall at no time be more than 5% of the purchase price. Notwithstanding the foregoing, the discount may not be varied by the Company for Optional Cash Purchases during the Investment Period and shall apply uniformly to all Optional Cash Purchases made during the Investment Period.
6. SHARE PURCHASES
As Agent for the Participants in the Plan, the Agent will receive cash
dividends from the Company with respect to Common Stock held by the Participants
and Optional Cash Purchases from the Participants. Shares to be purchased under
the Plan with such Reinvested Dividends or Optional Cash Purchases may be
purchased in the open market by the Agent on the NYSE or any securities exchange
where the Company's Common Stock is traded, in the over-the-counter market, or
in negotiated transactions, and may be subject to such terms with respect to
price, delivery and other matters as to which the Agent may agree.
Alternatively, or in combination with open market purchases, the Company has the
right to satisfy its obligations under the Plan, by registering and issuing
additional shares of Common Stock, subject to compliance with the Securities Act
of 1933, as amended, and the rules and regulations thereunder. The Company may,
without giving Participants prior notice, change the Company's determination as
to whether the Agent will purchase shares of Common Stock directly from the
Company, in the open market or in privately negotiated transactions from third
parties or in a combination of both, in connection with the purchase of shares
with Reinvested Dividends or from Optional Cash Purchases. The Company will
not, however, change its determination more than once per month. The Company
will only satisfy Optional Cash Purchases over the Maximum Limit with newly
issued shares of Common Stock.
In the event that the Company satisfies its obligations hereunder by registering and issuing additional shares of Common Stock, the date of issuance of shares to be purchased with Reinvested Dividends or with Optional Cash Purchases will be the Dividend Payment Date or the Investment Date, as the case may be.
When the Company issues shares of Common Stock for Optional Cash Purchases equal to or under the Maximum Limit, the purchase price for such shares will be the ten day average of the average of the highest and lowest NYSE Composite price per share on each of the ten trading days preceding the Investment Date for which trades are reported on the NYSE Composite or, if the Common Stock is not then listed on the NYSE, any other securities exchange or national quotation service on which the Common Stock is then traded or listed on the Investment Date (less a discount ranging from 0% to 5%).
average of the average of the highest and lowest NYSE Composite price per share on each of the ten trading days immediately preceding the Investment Date for which trades are reported on the NYSE Composite or, if the Common Stock is not then listed on the NYSE, any other securities exchange or national quotation service on which the Common Stock is then traded or listed on the Investment Date and (ii) the average of the highest and lowest NYSE Composite price per share on the Investment Date or, if the Common Stock is not then listed on the NYSE, any other securities exchange or national quotation service on which the Common Stock is then traded or listed for quotation on such Investment Date, in either case less a discount ranging from 0% to 5%.
If no trades of Common Stock are reported on an Investment Date, for Optional Cash Purchases in excess of the Maximum Limit the Investment Date will be the next Trading Day on which there are trades of Common Stock reported on the NYSE Composite or other securities exchange or national quotation service on which the Common Stock is then traded or listed for quotation.
A. Price for Shares Purchased from the Open Market or in Privately Negotiated Transactions.
Shares of Common Stock purchased under the DRIP and the COPP on the open market or in privately negotiated transactions, shall occur on or during the applicable Dividend Payment Date or Investment Date, as the case may be.
The number of shares to be purchased for a Participant will depend on the net amount of the Participant's dividends available for reinvestment under the DRIP, and/or the aggregate amount of the payment under the COPP, and the price per share of Common Stock purchased for the Participant's benefit. Each Participant's account will be credited with the number of shares, including fractions calculated to three decimal places, equal to the total of a Participant's funds available for investment, divided by the applicable per share purchase price of the shares purchased.
The Agent shall have no responsibility as to the value of the Common Stock acquired for a Participant's account. It is understood that for a number of reasons, including observance of the Rules and Regulations of the Securities and Exchange Commission requiring
temporary curtailment or suspension of purchases and the limitations on ownership contained in the Company's charter, the whole amount of funds available in a Participant's account for the purchase of Common Stock might not be applied to such purchase. The Agent shall not be liable when conditions prevent the purchase of Common Stock or interfere with the timing of such purchases.
7. COSTS
The Company will pay all of the costs associated with administering the Plan and will pay the fees and commissions associated with the purchase of shares of Common Stock for Participants. Each Participant will be responsible for the transaction fees and any commissions associated with the sale of shares of Common Stock attributable to each Participant under the Plan.
8. CUSTODIAL SERVICE
All shares of Common Stock that are purchased by Participants under the Plan shall be held in the Participant's name and the shares shall be added to the Participants' balance in the Plan. The Agent shall act as custodian for all of the Participants' shares held in the Plan.
A Participant may send to the Agent for safekeeping all Common Stock certificates which the Participant holds. The Agent will keep all shares represented by such certificates for safekeeping in book entry form, combined with any full and fractional shares then held in the Plan in the name of the Participant. In order to deposit certificates for safekeeping or withdraw share certificates from the Plan, a Participant must submit a transaction request form attached to the bottom of his or her statement.
9. STATEMENT OF ACCOUNT
As soon as practicable after the purchase of Common Stock is completed, the Agent will send each Participant a statement of account confirming the transaction and itemizing any previous investment activity for the calendar year. If a Participant participates in the Plan through a broker, bank or nominee, the Participant's statement of account will be sent to the respective broker, bank or nominee and the Participant must contact the broker, bank or nominee to obtain the statement.
10. DIVIDENDS ON PLAN SHARES
As the custodian for the Common Stock held in Participants' accounts under the Plan, the Agent will receive dividends (less any applicable tax withholding requirements imposed on the Company) for all Plan shares held on the applicable record date, will credit such dividends to Participants' accounts on the basis of shares held in these accounts, and will automatically reinvest such dividends in additional Common Stock unless it is otherwise instructed in writing by the Participant.
If the Company distributes stockholders' subscription rights to purchase additional shares of Common Stock or other securities, the Agent shall sell the rights accruing to all shares held in a Participant's name when the rights become separately tradable. The Agent will apply the net proceeds from the sale of the rights to the purchase of Common Stock on the next Investment Date. If a Participant does not want the subscription or such other rights sold, such Participant may notify the Agent by submitting an updated Enrollment Form which shall direct the Agent to distribute the rights directly to the Participant. Transaction processing may be curtailed or suspended until the completion of any stock split, stock dividend or stock subscription rights.
11. SALE OF PLAN SHARES
A Participant may instruct the Agent in writing to sell any or all of the whole shares of Common Stock held in the Plan. The written notification to the Agent must include the number of shares to be sold. Any such request that does not clearly indicate the number of shares to be sold will be returned to the Participant with no action taken. The Agent will make the sale as soon as practicable after receipt of a Participant's proper request and a check for the proceeds, less brokerage commission, transfer taxes (if any) and a service fee will be sent by the Agent promptly after the settlement date. No Participant shall have the authority or power to direct the date or sales price at which Common Stock may be sold. A withdrawal/termination form will be provided on the reverse side of the statement of account for this purpose. Participants should mail this form to the Agent at the address set forth in Section 22.
A Participant may transfer ownership of all or any part of their shares held in the Plan through gift, private sale or otherwise, by mailing to the Agent at the above address a properly executed stock assignment, along with a letter requesting the transfer and a Substitute Form W-9 completed by the transferee. If any stock certificates in such Participant's account contain a restrictive legend, the Agent will comply with the provisions of such restrictive legend before effecting a sale or transfer of such restricted shares. All transfers shall be subject to the limitations on ownership and transfer provided herein and in the Company's charter.
12. ISSUANCE OF SHARE CERTIFICATES
Share certificates will not be issued unless a request is made to the Agent. The number of shares held in the Plan by a Participant will be shown on the regular statement of account provided to such Participant. By using the transaction request form attached to the bottom of a Participant's statement, a Participant may request, without charge, a share certificate for any or all of the whole shares held for such Participant in the Plan. Each certificate issued will be registered in the name or names in which the account is maintained, unless otherwise instructed in writing. If a certificate is to be issued in a name other than the name on the Plan Account, the Participant or Participants must have their signature(s) guaranteed by a commercial banker or broker. Certificates for fractional shares will not be issued under any circumstances.
13. TERMINATION OF PLAN PARTICIPATION
To terminate participation in the Plan, a Participant must notify the Agent in writing. The Company may also terminate the Plan by sending written notice to the Participants and to the Agent. After the Agent receives the termination notice, dividends will be sent to the stockholder in the usual manner, and no further Optional Cash Purchases may be made. A termination notice will be effective upon receipt by the Agent provided such notice is received at one (1) business day prior to any Dividend Record Date, in the case of the DRIP and, at one (1) business day prior to any Investment Date or Investment Period, as applicable, in the case of the COPP. If the notice is received later than such dates, as applicable, the termination notice will not be effective until after purchases made from dividends paid or Optional Cash Purchases have been completed and credited to Participants' accounts. Once termination has been effected, the Agent will issue to the Participant a certificate for all whole shares held by a Participant under the Plan.
Alternatively, a Participant may specify in the termination notice that some or all of the shares be sold. Any fractional shares held in a Participant's account under the Plan at the time of termination will be converted to cash at a price equal to the average of the highest and lowest NYSE Composite price per share as then reported by the NYSE or, if the Common Stock is not then listed on the NYSE, any other securities exchange or national quotation service on which the Common Stock is then traded or listed for quotation on the date of such conversion, and the Agent will deliver a check to the Participant for the net proceeds.
If a Participant transfers shares represented by certificates registered in such Participant's name on the Company's books but does not notify the Agent, the Agent will continue to reinvest dividends on shares held in such Participant's account under the Plan until otherwise directed.
If a Participant's Plan account balance falls below one full share, the Agent reserves the right to liquidate the fraction and remit the proceeds, less any applicable fees, to the Participant at the Participant's address appearing in the Agent's records.
14. PLAN ADMINISTRATION
The Agent, or a successor selected by the Company, will administer the Plan for Participants, keep records, send statements of account to Participants, answer Participants' questions and perform other duties set forth herein or otherwise related to the Plan. All inquiries regarding the Plan should be sent to the Agent at the appropriate address set forth in Section 22.
As soon as practicable after each purchase for a Participant's account, a statement of account will be mailed to the Participant by the Agent. In addition, the Agent shall send to each Participant all communications sent to other stockholders, including, if applicable, any annual and quarterly reports to stockholders, proxy statements and dividend income information for tax reporting purposes. The Agent will also send a statement following any sale activity in a Participant's account. In this statement a Participant will receive a check with a Form 1099-B
and information regarding the trade such as sale price, shares sold, fees, net dollars and taxes, if any. The sale will be recapped on the Participant's quarterly dividend statement.
The Agent shall keep appropriate records concerning the Plan accounts,
purchases and sales of the Company's securities made under the Plan and
Participants' addresses of record and shall send statements of account and
confirmations to each Participant in accordance with the provisions hereof.
Without limiting the foregoing, the Agent shall maintain and retain for a period
of not less than two years from the date of the event the following information:
(i) the dates and substance of any materials distributed in connection with the
Plan, (ii) the number of Participants as of the end of each month; (iii) the
volume of Company securities purchased under the Plan by the Agent each month;
and (iv) a record of any period during which the Company is engaged in any other
distribution of shares of its Common Stock or other Company securities for
purposes of Regulation M under the Exchange Act. The Company shall notify the
Agent of the commencement and the termination of any such period on the date of
any such commencement or termination:
The Agent:
(a) shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing between the Agent and the Company. Without limiting the foregoing, nothing herein shall impose any fiduciary duty upon the Agent to any Participant, as such term is defined herein;
(b) shall be regarded as making no representation and having no responsibilities as to the validity, sufficiency, value, or genuineness of any of the Company's securities purchased or sold in connection herewith, and will not be required to or be responsible for and will make no representations as to, the validity, sufficiency, value or genuineness of any of the Company's securities;
(c) shall not be obligated to take any legal action hereunder; if, however, the Agent determines to take any legal action hereunder, and where the taking of such action might, in its reasonable judgment, subject or expose it to any expense or liability, the Agent shall not be required to act unless it shall have been furnished with an indemnity reasonably satisfactory to it;
(d) may rely on and shall be fully authorized and protected in acting or failing to act in good faith reliance upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to and believed by the Agent to be genuine and to have been signed by the proper person or persons;
(e) shall not be liable or responsible for any failure on the part of the Company or any Participant to comply with any of their respective obligations relating to the Plan or under applicable law, including without limitation obligations under applicable securities laws;
(f) shall have no obligation to make any payment unless it has received the necessary funds as set forth herein to make such payments in full;
(g) may consult with counsel reasonably satisfactory to the Agent, including in-house counsel, if any, or counsel to the Company, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by the Agent in good faith and in accordance with the advice of such counsel;
(h) may perform any of its duties hereunder either directly or by or through agents or attorney which are not affiliates of the Company (except for purchase and sale orders submitted by Participants, including accompanying funds, all of which will be handled only by the Agent's personnel), provided that (i) any activities that constitute transfer agent functions, as defined in section 3(a)(25) of the Exchange Act, must be conducted either by the Agent itself or by a service organization that is a registered transfer agent under the Exchange Act, and (ii) no such agent or attorney shall receive compensation based on the number and type of orders or transactions processed through the Plan. The Agent shall not be liable or responsible for any misconduct or negligence on the part of any agent or attorney appointed with reasonable care by it hereunder; and
(i) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person.
In exercising all of its duties and obligations hereunder, the Agent shall use the same degree of skill in its exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
Notwithstanding the foregoing, the Agent may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that the Agent shall not be liable for any error or judgment made in good faith unless it is proved that the Agent was negligent in ascertaining the pertinent facts.
The Agent may charge reasonable fees for its services in connection with the Plan (to the extent consistent with the provisions of the Plan) including without limitation fees for purchase and sale order processing, enrollment, custody, account maintenance and dividend reinvestment and shall be reimbursed for all its reasonable out-of-pocket costs and expenses. All such fees, costs and expenses shall be paid by the Company, except that Participants and other eligible book entry stockholders will be required to pay a nominal commission and fee for each sale order and a nominal fee for the issuance of duplicate statements of account or transaction notices. The Agent may from time to time by notice to the Company and the Participants establish the amount of any such fees.
The Agent shall have the authority to undertake any act reasonably necessary to fulfill its duties as set forth herein.
In administering the Plan, neither the Agent, the Company nor any agent for either will be liable for (i) any act done in good faith or for any good faith omission to act, including, without limitation, any claim of liability arising out of failure to terminate a Participant's account upon such Participant's death or adjudicated incompetence prior to the receipt of written notice of such death or adjudicated incompetence, (ii) the prices at which Common Stock are purchased for the Participant's account, (iii) the times when purchases are made or (iv) fluctuations in the per share market value of the Common Stock. The Agent shall not be liable for any failure or delays arising out of conditions beyond its reasonable control including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, storms, electrical, mechanical, computer or communications facilities failures, acts of God or similar occurrences.
Neither the Agent, the Company nor any agent for either shall have any duties, responsibilities or liabilities except such as are expressly set forth herein and in the Agent Agreement. The Company specifically disclaims any responsibility for any of the Agent's actions or inactions in connection with the administration hereof.
The Company will indemnify and hold harmless the Agent and its officers, directors, shareholders, and agents from and against any loss, liability, damage or expense (including reasonable attorneys' fees and expenses) (a "Loss") incurred as a result of the performance of the Agent's duties hereunder, provided that such Loss is not (a) due to any negligent or bad faith act or omission by the Agent, (b) due to a failure by the Agent to act in
accordance with the provisions hereof or the written instructions of the Company or (c) due to a breach by the Agent of its agreements set forth herein.
15. PLEDGE OF SHARES
Shares held in the Plan may not be pledged or assigned, and any such purported pledge or assignment shall be void.
16. VOTING
The Agent will not vote any shares that it holds for a Participant's account except as directed by the Participant. If no instructions are received, the shares will not be voted. Each Participant that is a registered holder will receive a proxy voting card for the total of their whole shares, including shares that they hold in the Plan. Neither the Company nor the Agent shall be required to send proxy materials to any Participant that holds shares of Common Stock through a broker, bank or nominee and any such Participant must contact such broker, bank or nominee to vote their shares.
17. OWNERSHIP LIMITATIONS
The ownership limit relating to Common Stock set forth in the Company's articles of restatement provides that, if the Board of Directors shall, at any time and in good faith, be of the opinion that direct or indirect ownership of more than 9.9% or more of the voting shares of capital stock has or may become concentrated in the hands of one beneficial owner, the Board of Directors shall have the power (i) by lot or other means deemed equitable by it to call for the purchase from any stockholder of the Company a number of voting shares sufficient, in the opinion of the Board of Directors, to maintain or bring the direct or indirect ownership of voting shares of capital stock of such beneficial owner to a level of no more than 9.9% of the outstanding voting shares of the Company's capital stock, and (ii) to refuse to transfer or issue voting shares of capital stock to any person whose acquisition of such voting shares would, in the opinion of the Board of Directors, result in the direct or indirect ownership by that person of more than 9.9% of the outstanding voting shares of the Company's capital stock. Further, any transfer of shares, options, warrants, or other securities convertible into voting shares that would create a beneficial owner of more than 9.9% of the outstanding voting shares shall be deemed void ab initio, and the intended transferee shall be deemed never to have had an interest therein.
In order to monitor the ownership limit described above and the limitation of cash purchases which may be made under the Plan, the Company has right to aggregate all Plan accounts that it believes, in its sole discretion, are under common control or management or to have common ultimate beneficial ownership. If the Company exercises such right, it shall aggregate the accounts and return, without interest, within thirty-five (35) days of receipt, any
amounts in excess of the investment limitations applicable to a single account received in respect of all such accounts.
18. AMENDMENT OR TERMINATION OF PLAN
The Plan may be amended, modified, suspended, supplemented or terminated by the Company at any time, provided, however, that when necessary or appropriate to comply with law or the rules or policies of the Securities and Exchange Commission or other applicable regulatory authority, such action shall be effective only by mailing appropriate written notice at least thirty (30) days prior to the effective date of such action to each Participant. Any such action shall be deemed accepted by the Participant unless prior to the effective date thereof, the Agent receives written notice of the termination of the Participant's account. Any such amendment may include an appointment by the Company of a successor agent under the terms and conditions set forth herein, in which event the Company is authorized to pay such successor agent for the account of each Participant all dividends and distributions payable on Common Stock held by the Participant under the Plan for application by such successor agent as provided herein. Notwithstanding the foregoing, such action shall not have any retroactive effect that would prejudice the interests of the Participants. In the event of termination, certificates for whole shares held by each Participant in the Plan will be delivered to such Participant together with a check for the net proceeds of the value of any fractional shares, which value will be equal to the average of the highest and lowest NYSE Composite price per share as then reported by the NYSE or, if the Common Stock is not then listed on the NYSE, any other securities exchange or national quotation service on which the Common Stock is then traded or listed for quotation on the date of such termination.
19. GOVERNING LAW
The terms and conditions of the Plan and its operation shall be governed by the internal laws of the State of Maryland, without regard to otherwise applicable principles of conflicts of law.
20. INTERPRETATION
Any question of interpretation arising under the Plan will be determined by the Company, and any such determination will be final.
21. EFFECTIVE DATE
The effective date of the Plan shall be November 9, 2000.
22. CORRESPONDENCE AND QUESTIONS
All correspondence and questions regarding the Plan and any account thereunder should be directed to:
The Bank of New York c/o Investor Relations Department P.O. Box 10258 Church Street Station New York, New York 10286-1285 Telephone Number: (800) 524-4458
All financial transaction processing, including enrollments, sales, withdrawals, deposits and optional cash payments should be directed to:
The Bank of New York Dividend Reinvestment Services P.O. Box 1958 Newark, New Jersey 07101-9774
EXHIBIT A
(NOT TO BE USED BY BENEFICIAL STOCKHOLDERS
EXCEPT TO MAKE OPTIONAL CASH PAYMENTS)
Enrollment Form
for Health Care Property Investors, Inc. Dividend Reinvested and Stock Purchase Plan
This form when completed
Is this account for an existing stockholder? Yes [_] No [_] and signed, should be mailed to:
Health Care Property Investors, Inc.
Dividend Reinvestment and Stock Purchase Plan
c/o The Bank of New York
Dividend Reinvestment Services
P. O. Box 1958
Newark, New Jersey 07101-9774
__________________________________________________________________________________________________________________
1. ACCOUNT REGISTRATION
Complete only one of the following four registration types, A, B, C or D: Print clearly in CAPITAL LETTERS.
A. Individual or joint account
Owner's Name:_____________________________________________________________________________________________________
Owner's Social Security No. Owner's Date of Birth
(used for tax reporting) Month Day Year
[_][_][_]-[_][_]-[_][_][_][_] [_][_]-[_][_]-[_][_]
Joint Owner's Name:_______________________________________________________________________________________________
Joint Owner's Social Security No. The account will be registered "Joint Tenants with
(used for tax reporting) Rights of Survivorship" unless you check a box:
[_][_][_]-[_][_]-[_][_][_][_] [_] Tenants in common
[_] Tenants by entirety
[_] Community property
B. Gift Transfer to a Minor (UGMA/UTMA)
Custodian's Name:_________________________________________________________________________________________________
Minor's Name:_____________________________________________________________________________________________________
Minor's Social Security No. Minor's Date of Birth Donor's State
(REQUIRED) Month Day Year
[_][_][_]-[_][_]-[_][_][_][_] [_][_]-[_][_]-[_][_] [_][_]
C. Trust (Please check only one of the trustee types) [_] Person as trustee [_] Organization as trustee
Trustee: Individual or organization name: _______________________________________________________________________
and Co-trustee's name, if applicable:_____________________________________________________________________________
Name of Trust:____________________________________________________________________________________________________
For the benefit of:_______________________________________________________________________________________________
Trust Taxpayer I.D. No.: [_][_]-[_][_][_][_][_][_][_] Trust Date: [_][_]/[_][_]/[_][_] Donor's State [_][_]
D. Organization or Business Entity
Name of Entity:___________________________________________________________________________________________________
Trust Taxpayer I.D. No.: [_][_]-[_][_][_][_][_][_][_]
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2. ADDRESS
Street Address (including apartment or box number)
City_______________________________________ CA___________________________ Zip_____________________ Home Phone [_][_][_]-[_][_][_]-[_][_][_][_] Work Phone: [_][_][_]-[_][_][_]-[_][_][_][_] If outside of US: Country of Residence __________ Province __________ Routing or Postal Code ____ __________________________________________________________________________________________________ I hereby appoint The Bank of New York (the "Plan Administrator"), or its successor as appointed by Health Care Property Investors, Inc. (the "Company"), as my agent, subject to the terms and conditions of the Company's Dividend Reinvestment and Stock Purchase Plan (the `Plan"). I wish to participate in the Plan as directed below. |
3. OPTIONAL CASH PURCHASE
(Make checks payable to The Bank of New York - Health Care Property Investors,
Inc. Dividend Reinvestment and Stock Purchase Plan)
[_] As a current registered stockholder I wish to make an optional cash
payment. Enclosed is my check or money order for $_______. (Minimum $100
with the maximum not to exceed $10,000 in any calendar month except by
obtaining the Company's permission for a higher investment through the
separate submission of the Request for Waiver Form.)
[_] As a new investor (or current Beneficial Stockholder) I wish to enroll in the Plan by making an optional cash payment. Enclosed is my check or money order for $______. (Investment must be at least $750 not to exceed $10,000 in any calendar month, except by obtaining the Company's permission for a higher investment through the separate submission of the Request for Waiver Form.)
YOU MUST ALSO COMPLETE SECTIONS 1, 2, 4, AND 6.
4. REINVESTMENT OPTIONS
[_] No Reinvestment
Please enroll my shares in the Plan as indicated below.
[_] Full Dividend Reinvestment - Please apply dividends on all shares of the Company's Common Stock registered in my name, held in my Plan account or acquired with optional cash payments to the purchase of additional shares of the Company's common stock.
[_] Partial Dividend Reinvestment - Please apply dividends on ____________ shares of the Company's Common Stock registered in my name, held in my Plan account or acquired with optional cash payments to the purchase of additional shares of the Company's common stock.
UNLESS OTHERWISE SPECIFIED, ALL SHARES REGISTERED IN YOUR NAME WILL BE ENROLLED IN THE FULL DIVIDEND REINVESTMENT PROGRAM
5. SAFEKEEPING Common stock certificates deposited for safekeeping into your account must be in the same registration as your Plan account.
[_] Please accept the enclosed certificate(s) for safekeeping. Enclosed are
________ share certificates
The enclosed certificates should be sent by certified or registered mail
with return receipt requested.
Certificate Number No. of Shares Certificate Number No. of Shares ___________________ _______________ ___________________ ________________ ___________________ _______________ ___________________ ________________ ___________________ _______________ ___________________ ________________ |
[_] Request for Taxpayer Identification Number (Substitute Form W-9) I am a
citizen or a resident alien. I certify, under penalties of perjury, that
(1) the taxpayer identification number in Section 1 is correct (or I am
waiting for a number to be issued to me) and (cross out the following if
not true) (2) (I am not subject to backup withholding because: (a) I am
exempt from backup withholding, or (b) I have not been notified by the
Internal Revenue Service that I am subject to backup withholding as a
result of failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding.
[_] Certificate of Foreign Status (Substitute Form W-8) I am an exempt foreign citizen. I certify, under penalties of perjury, that for dividends, I am not a U.S. citizen or resident (or I am filing for a foreign corporation, partnership, estate, or trust) and I am an exempt foreign person. I have entered in Section 2 of this enrollment form the country where I reside permanently for income-tax purposes.
[_] For Organizations and Business Entities Exempt from Backup Withholding I qualify for exemption and my account will not be subject to tax reporting and backup withholding.
MY/OUR SIGNATURE(S) BELOW INDICATES I/WE HAVE READ THE COMPANY'S DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN AS SET FROTH IN THE ACCOMPANYING PROSPECTUS, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, AND I/WE AGREE TO THE TERMS THEREIN AND HEREIN. ______________________________________________ _______________________________ Signature of Owner Date (month, date, year) ______________________________________________ _______________________________ Signature of Joint Owner Date (month, date, year) |
THIS FORM WILL NOT BE PROCESSED UNLESS AT LEAST SECTIONS 1, 2, 4, & 6 ARE COMPLETED.
EXHIBIT B
REQUEST FOR WAIVER
Health Care Property Investors, Inc.
Dividend Reinvestment and Stock Purchase Plan
TO: Legal Department
Health Care Property Investors, Inc.
4675 MacArthur Court, 9th Floor
Newport Beach, CA 92660
Telephone: (949) 221-0600
Fax Number: (949) 221-0607
_____________________________________________ ______________________________________
Participant's Signature Social Security Number(s) Date
_____________________________________________ ______________________________________
Participant's Signature Address
_____________________________________________ ______________________________________
Print name as it appears on share certificate City State Zip
_____________________________________________
Print name as it appears on share certificate
Optional Cash Payment Amount Payment must be made by wire transfer to:
[INSERT WIRE INSTRUCTIONS]
_____________________________________________ __________________________________________
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ACCEPTED BY HEALTH CARE PROPERTY INVESTORS, INC.