Rule 424(b)(3)
Registration No. 333-86654
PRICING SUPPLEMENT DATED MAY 27, 2004
HEALTH CARE PROPERTY INVESTORS, INC.
Medium-Term Notes, Series E
This Pricing Supplement accompanies and supplements the Prospectus, dated June 10, 2002, as supplemented by the Prospectus Supplement, dated November 19, 2003 and relates to the issuance of an aggregate of $50,000,000 of Notes.
$25,000,000 of the Notes have the following terms (as applicable):
| ¨ Fixed Rate Note | x Floating Rate Note: | |
| Regular Floating Rate Note | ||
| Principal Amount: |
$25,000,000.00 | |
| Agent’s Discount or Commission: |
0.625% | |
| Net Proceeds to Issuer: |
$24,843,750.00 | |
| Original Issue Price: |
100% | |
| Original Issue Date: |
June 3, 2004 | |
| Stated Maturity Date: |
June 15, 2014 | |
| Interest Rate Basis: |
LIBOR Moneyline Telerate | |
| LIBOR Page: |
The display page with the designation “Telerate Page 3750” on the Moneyline Telerate, Inc. service | |
| Initial Interest Rate: |
LIBOR Moneyline Telerate as of June 1, 2004 plus 0.90% | |
| Interest Reset Dates: |
Quarterly, March 15, June 15, September 15 and December 15 or next Business Day, commencing September 15, 2004 | |
| Interest Determination Dates: |
Quarterly, two London Business Days prior to Interest Reset Date | |
| Interest Payment Dates: |
Quarterly, March 15, June 15, September 15 and December 15 or next Business Day, commencing September 15, 2004 | |
| Regular Record Dates: |
15 calendar days prior to the immediately preceding applicable Interest Payment Date | |
| Index Maturity: |
3 months | |
| Day Count Convention: |
Actual/360 | |
| Redemption: |
The Notes cannot be redeemed prior to the Stated Maturity Date | |
| Optional Repayment: |
The Notes cannot be repaid prior to the Stated Maturity Date | |
| Original Issue Discount: |
¨ Yes x No | |
| Form: |
x Book-Entry/Global ¨ Definitive | |
| Agent: |
¨ Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| ¨ Goldman, Sachs & Co. |
| ¨ Credit Suisse First Boston LLC | ||
| ¨ Deutsche Bank Securities Inc. | ||
| x Banc of America Securities LLC |
Agent acting in the capacity as indicated below:
| x | Agent |
¨ Principal |
If as Principal:
| ¨ | The Notes are being offered at varying prices related to prevailing market prices at the time of resale. |
| ¨ | The Notes are being offered at a fixed initial public offering price of 100% of Principal Amount. |
If as Agent:
| x | The Notes are being offered at a fixed initial public offering price of 100% of Principal Amount. |
Stated Interest:
Based on the expected issue price of the Notes, the Company does not anticipate that the Notes will be issued with original issue discount. Holders of Notes will be required to include stated interest in gross income in accordance with their method of accounting for tax purposes. Each purchaser of Notes is encouraged to consult his or her tax advisor with respect to the tax consequences to him or her of the acquisition, ownership and disposition of the Notes. See “Supplemental United States Federal Income Tax Considerations” in the accompanying Prospectus Supplement.
An additional $25,000,000 of the Notes have the following terms (as applicable):
| x Fixed Rate Note | ¨ Floating Rate Note: | |
| Principal Amount: |
$25,000,000.00 | |
| Agent’s Discount or Commission: |
0.625% | |
| Net Proceeds to Issuer: |
$24,843,750.00 | |
| Original Issue Price: |
100% | |
| Original Issue Date: |
June 3, 2004 | |
| Stated Maturity Date: |
June 15, 2014 | |
| Interest Rate: |
6.00% | |
| Interest Payment Dates: |
June 15 and December 15, commencing December 15, 2004 | |
| Day Count Convention: |
30/360 | |
| Redemption: |
The Notes cannot be redeemed prior to the Stated Maturity Date | |
| Optional Repayment: |
The Notes cannot be repaid prior to the Stated Maturity Date | |
| Original Issue Discount: |
¨ Yes x No | |
| Form: |
x Book-Entry/Global ¨ Definitive | |
| Agent: |
¨ Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| ¨ Goldman, Sachs & Co. | ||
| ¨ Credit Suisse First Boston LLC | ||
| ¨ Deutsche Bank Securities Inc. | ||
| x Banc of America Securities LLC |
Agent acting in the capacity as indicated below:
| x | Agent |
¨ Principal |
If as Principal:
| ¨ | The Notes are being offered at varying prices related to prevailing market prices at the time of resale. |
| ¨ | The Notes are being offered at a fixed initial public offering price of 100% of Principal Amount. |
If as Agent:
| x | The Notes are being offered at a fixed initial public offering price of 100% of Principal Amount. |
Stated Interest:
Based on the expected issue price of the Notes, the Company does not anticipate that the Notes will be issued with original issue discount. Holders of Notes will be required to include stated interest in gross income in accordance with their method of accounting for tax purposes. Each purchaser of Notes is encouraged to consult his or her tax advisor with respect to the tax consequences to him or her of the acquisition, ownership and disposition of the Notes. See “Supplemental United States Federal Income Tax Considerations” in the accompanying Prospectus Supplement.