-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q/WbR+Uck5Pcs1ligkmeOFPMj/3EBebEG3QxhNNqzRizmX78AxtcPhlsk+o2n3TS vD0hBnryHYz+aB8XGEp09w== 0000950144-05-012061.txt : 20051118 0000950144-05-012061.hdr.sgml : 20051118 20051118164953 ACCESSION NUMBER: 0000950144-05-012061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051118 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051118 DATE AS OF CHANGE: 20051118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINDROSE MEDICAL PROPERTIES TRUST CENTRAL INDEX KEY: 0001173942 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 322166961 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31375 FILM NUMBER: 051215732 MAIL ADDRESS: STREET 1: 3502 WOODVIEW TERRACE STREET 2: STE 200 CITY: INDIANAPOLIS STATE: IN ZIP: 46268 8-K 1 g98484e8vk.htm WINDROSE MEDICAL PROPERTIES TRUST Windrose Medical Properties Trust
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 18, 2005 (November 18, 2005)
WINDROSE MEDICAL PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
         
Maryland   001-31375   35-216691
         
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification No.)
3502 Woodview Trace, Suite 210
Indianapolis, Indiana 46268

(Address and zip code of
principal executive offices)
Registrant’s telephone number, including area code: (317) 860-8180
     o Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


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Item 7.01. Regulation FD Disclosure
Item 9.01. Financial Statements and Exhibits
SIGNATURE
WINDROSE MEDICAL PROPERTIES TRUST
INDEX TO EXHIBITS
Ex-99.1 Press Release


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Explanatory Note: This Current Report on Form 8-K and the exhibit attached hereto are being furnished by Windrose Medical Properties Trust (the “Company”) pursuant to Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD.
Item 7.01. Regulation FD Disclosure
     On November 18, 2005, the Company issued a press release entitled “Windrose Medical Properties Trust Acquires Seven Medical Office Buildings for $84.1 Million as Part of Previously Announced 22 Property Portfolio Acquisition.” This press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
     In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in this Current Report on Form 8-K (including Exhibit 99.1 described in Item 7.01), shall not be deemed “filed” for the purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
     (c) Exhibits. The following exhibit is being furnished with this Current Report on Form 8-K.
     99.1          Press Release dated November 18, 2005.

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  WINDROSE MEDICAL PROPERTIES TRUST
(Registrant)
 
 
Date: November 18, 2005  By:   /s/ Daniel R. Loftus    
    Daniel R. Loftus   
    Senior Vice President, Secretary and General Counsel   

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WINDROSE MEDICAL PROPERTIES TRUST
INDEX TO EXHIBITS
         
No.   Description
  99.1    
Press Release dated November 18, 2005.

EX-99.1 2 g98484exv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 (WINDROSE LOGO) PRESS RELEASE Contact: Investors/Media: Windrose Medical Properties Trust The Ruth Group Fred Farrar Stephanie Carrington/Jason Rando President and COO 646 536-7017/7025 317 860-8213 scarrington@theruthgroup.com jrando@theruthgroup.com WINDROSE MEDICAL PROPERTIES TRUST ACQUIRES SEVEN MEDICAL OFFICE BUILDINGS FOR $84.1 MILLION AS PART OF PREVIOUSLY ANNOUNCED 22 PROPERTY PORTFOLIO ACQUISITION Indianapolis, Indiana, November 18, 2005 - Windrose Medical Properties Trust (NYSE: WRS), a self-managed specialty medical properties REIT, announced today that it has completed the acquisition of seven medical office buildings for approximately $84.1 million. The purchase consideration for these properties includes the assumption of approximately $59.1 million in mortgage debt with the balance paid in cash. The seven properties are part of the 22 property portfolio recently announced by Windrose and increase the size of Windrose's existing portfolio by approximately 324,000 rentable square feet. Each of the acquisitions, other than the Workplace Professional Center I property described below, involved the acquisition of the entity that owns the property. The Workplace Professional Center I acquisition involved an asset purchase. Fred S. Klipsch, Chairman and Chief Executive Officer, stated, "With the closing of these seven acquisitions, we have now completed the acquisition of the first twelve properties in the 22 property portfolio. We expect to complete the acquisition of the remaining properties by the middle of December 2005. The occupancy of the 22 property portfolio has increased from 90.6% at the end of 2004 to over 95.4% as of November 11, 2005 based on executed leases and term sheets. We expect the occupancy across this portfolio to increase to over 96% in 2006, which will have a positive impact on the operating performance of this portfolio. With these closings, we have completed in excess of $212 million of acquisitions in 2005." A more detailed description of the properties is provided below: o Workplace Professional Center I, Jupiter, FL - The two-story medical and professional office building is located near Jupiter Medical Center and contains 40,396 rentable square feet. This property is currently 100.0% occupied. Windrose acquired the property for $10.4 million by assuming $7.9 million in debt on this property with the balance of the purchase price paid in cash. Page 2 o Aberdeen I, Boynton Beach, FL - The two-story medical office building is located near the JFK Medical Center operated by Hospital Corporation of America and contains 25,565 rentable square feet. This property is currently 100.0% occupied. Windrose acquired the property for $7.4 million by assuming $5.0 million in debt on this property with the balance of the purchase price paid in cash. o G & L Ranes Children's Pavilion (Northside), West Palm Beach, FL - The three-story medical office building is located on the campus of St. Mary's Medical Center operated by Tenet Healthcare Corporation and contains 35,409 rentable square feet. This property is currently 100.0% occupied. Windrose acquired the property for $10.0 million by assuming $8.0 million in debt on this property with the balance of the purchase price paid in cash. o St. Mary's Pavilion (Southside), West Palm Beach, FL - The three-story medical office building is located on the campus of St. Mary's Medical Center operated by Tenet Healthcare Corporation and contains 35,431 rentable square feet. This property is currently 100.0% occupied. Windrose acquired the property for $10.5 million by assuming $7.4 million in debt on this property with the balance of the purchase price paid in cash. o Professional Center V, West Palm Beach, FL - The two-story medical office building is located on the campus of Palms West Hospital operated by Hospital Corporation of America and contains 17,790 rentable square feet. This property is currently 100.0% occupied. Windrose acquired the property for $5.9 million by assuming $2.8 million in debt on this property with the balance of the purchase price paid in cash. o West Tower at Doctors Hospital, Dallas, TX - The five-story medical office building is located on the campus of Doctors Hospital of Dallas operated by Tenet Healthcare Corporation and contains 92,391 rentable square feet. This property is currently 100.0% occupied. Windrose acquired the property for $21.9 million by assuming $16.8 million in debt on this property with the balance of the purchase price paid in cash. o Sierra Providence Eastside Center, El Paso, TX - The three-story medical office building is located on the campus of Sierra Medical Center operated by Tenet Healthcare Corporation and contains 77,870 rentable square feet. This property is currently 86.8% occupied. Windrose acquired the property for $18.1 million by assuming $11.3 million in debt on this property with the balance of the purchase price paid in cash. ABOUT WINDROSE Windrose is a self-managed Real Estate Investment Trust (REIT) based in Indianapolis, Indiana with offices in Nashville, Tennessee. Windrose was formed to acquire, selectively develop and manage specialty medical properties, such as medical office buildings, outpatient treatment diagnostic facilities, physician group practice clinics, ambulatory surgery centers, specialty hospitals, outpatient treatment centers and other healthcare related specialty properties. SAFE HARBOR Some of the statements in this news release constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements containing the words "believes," "anticipates," "expects," "estimates," "intends," "plans," or "projects." Such statements include, in particular, statements about Windrose's beliefs, expectations, plans and strategies concerning its ability to complete the acquisition of the remaining properties it has agreed to acquire and the pace of those acquisitions which are not based on historical facts. You should not rely on these forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties, assumptions and changes in circumstances, many of which are beyond Windrose's control, which may cause its actual results to differ significantly from those expressed in any forward-looking statement. The factors that could cause actual results to differ materially from current expectations include financial performance and condition of lessees, failure to complete pending acquisitions or to achieve expected levels of leasing activity and occupancy, adverse changes in healthcare laws, changes in economic and general business conditions, competition for specialty medical properties, Windrose's ability to finance its operations and acquistion and development activities, the availability of additional acquisitions, regulatory conditions and other factors described from time to time in filings Windrose makes with the Securities and Exchange Commission. The forward-looking statements contained herein represent Windrose judgment as of the date hereof and readers are cautioned not to place undue reliance on such statements. Windrose does not undertake to publicly update or revise any forward-looking statement whether as a result of new information, future events or otherwise.
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