-----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, GdtxMR5RVTPzWAISFHGx1d0DiN4+rr/qVSMIL5qJ16dCOK9n1qYDnYukC8ocA6qq Nh6FRXQuq7HCs2OrEH3FKA== 0001183494-03-000002.txt : 20030214 0001183494-03-000002.hdr.sgml : 20030214 20030214144925 ACCESSION NUMBER: 0001183494-03-000002 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030214 FILED AS OF DATE: 20030214 REPORTING-OWNER: COMPANY DATA: COMPANY CONFORMED NAME: RHEIN PETER L CENTRAL INDEX KEY: 0001183494 RELATIONSHIP: DIRECTOR FILING VALUES: FORM TYPE: 5 BUSINESS ADDRESS: STREET 1: C/O HEALTH CARE PROPERTY INVESTORS INC STREET 2: 4675 MACARTHUR COURT STE 900 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9492210600 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH CARE PROPERTY INVESTORS INC CENTRAL INDEX KEY: 0000765880 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330091377 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08895 FILM NUMBER: 03566608 BUSINESS ADDRESS: STREET 1: 4675 MACARTHUR COURT 9TH FL STREET 2: SUITE 900 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9492210600 MAIL ADDRESS: STREET 1: 4675 MACARTHUR COURT STREET 2: SUITE 900 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 5 1 edgar.htm 5 Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    Form 3 Holdings Reported
X Form 4 Transactions Reported

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB Number: 3235-0362
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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Rhein Peter L.

2. Issuer Name and Ticker or Trading Symbol
Health Care Property Investors, Inc. (HCP)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

4675 MacArthur Court
Suite 900

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Year
December 2002

(Street)

Newport Beach, CA 92660

5. If Amendment,
Date of Original
(Month/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned at End of Issuer's
Fiscal year
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Amount

(A)
or
(D)

Price

 

 

 

 

 

 

 

 

 
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number
FORM 5 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
at End of Year
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Dividend Equivalent Shares

1 for 1

11/96

 

A(1)

186.7

 

Immed.

 (2)

Common Stock

186.7

$36.56

11,758.2

D

 

Phantom Stock

1 for 1

2/97

 

A(1)

202.3

 

Immed.

 (2)

Common Stock

202.3

$33.75

11,960.5

D

 

Phantom/Dividend Equivalent Shares

1 for 1

4/1/97

 

I(1)

 

11960.5

Immed.

 (2)

Common Stock

11960.5

$33.67

-0-

D

 

Phantom Stock

1 for 1

 (3)

 

A(1)

4396.8

 

Immed.

 (2)

Common Stock

4396.8

 (3)

4396.8

D

 

Dividend Equivalent Shares

1 for 1

 (4)

 

A(1)

231.1

 

Immed.

 (2)

Common Stock

231.1

 (4)

4627.9

D

 

Phantom Stock

1 for 1

4/1/98

 

I(1)

11900.2

 

Immed.

 (2)

Common Stock

11,900.2

$36.54

16,528.1

D

 

Dividend Equivalent Shares

1 for 1

 (5)

 

A(1)

1073.2

 

Immed.

 (2)

Common Stock

1073.2

 (5)

17,601.3

D

 

Dividend Equivalent Shares

1 for 1

 (6)

 

A(1)

1895.4

 

Immed.

 (2)

Common Stock

1895.4

 (6)

19,496.7

D

 

Dividend Equivalent Shares

1 for 1

 (7)

 

A(1)

2215.1

 

Immed.

 (2)

Common Stock

2215.1

 (7)

21,711.8

D

 

Dividend Equivalent Shares

1 for 1

 (8)

 

A(1)

2012.2

 

Immed.

 (2)

Common Stock

2012.2

 (8)

23,724.0

D

 

Phantom/Dividend Equivalent Shares

1 for 1

4/1/02

 

I

 

12101.9

Immed.

 (2)

Common Stock

12,101.9

$40.20

11,622.1

D

 

Dividend Equivalent Shares

1 for 1

 (9)

 

A

934

 

Immed.

 (2)

Common Stock

934

 (9)

12,556.1

D

 

Dividend Equivalent Shares

1 for 1

11/20/02

 

A4

232.1

 

Immed.

 (2)

Common Stock

232.1

$42.36

12,788.2

D

 

Explanation of Responses:

(1) Transaction should have been reported on Form 5 due with respect to the applicable fiscal year
(2) Shares of phantom stock and dividend equivalent shares are issued under the issuer's Second Amended and Restated Director Deferred Compensation Plan and are payable in cash following the termination of the reporting person's service with the issuer and the happening of certain other events.
(3) Balance of 4396.8 transferred into Plan on 4/23/97
(4) Dividend equivalent shares acquired on the issuer's quarterly dividend payment dates after 4/23/97 at prices of $33.313; $36.431; $38.575
(5) Dividend equivalent shares acquired on issuer's quarterly dividend payment dates during 1998 at prices of $37.488; $34.156; $32.363; $32.40
(6) Dividend equivalent shares acquired on issuer's quarterly dividend payment dates during 1999 at prices of $27.131; $30.531; $24.962; $25.575
(7) Dividend equivalent shares acquired on issuer's quarterly dividend payment dates during 2000 at prices of $24.78; $27.09 $28.13; $28.12
(8) Dividend equivalent shares acquired on issuer's quarterly dividend payment dates during 2001 at prices of $31.01;$34.88; $34.99; $38.26
(9) Dividend equivalent shares acquired on issuer's quarterly dividend payment dates for February, May and August, 2002 at prices of $37.20; $40.46; $42.15
  By: /s/ Peter L. Rhein
              
**Signature of Reporting Person		 2/13/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

 
DIRECTOR'S

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby authorizes Edward J. Henning,

Alan C. Vital and Kathleen O'Bryan of Health Care Property Investors, Inc. (the "Company"), to

execute for and on behalf of the undersigned, in the undersigned's capacity as a director of the

Company, Forms 3, 4 and 5, and any amendments thereto, and cause such form(s) to be filed

with the United States Securities and Exchange Commission pursuant to Section 16(a) of the

Securities Act of 1934, relating to the undersigned's beneficial ownership of securities in the

Company.  The undersigned hereby grants to each such attorney-in-fact full power and authority

to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be

done in the exercise of any of the rights and powers herein granted, as fully to all intents and

purposes as the undersigned might or could do if personally present, with full power of

substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such

attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this

power of attorney and the rights and powers herein granted.  The undersigned acknowledges that

the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are

not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply

with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no

longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of, and

transactions in, securities issued by the Company, unless earlier revoked by the undersigned in a

signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed

as of this ____ day of _____________, 20___.



[SIGNATURE]











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