Edgar Filing: HEALTH CARE PROPERTY INVESTORS INC

Date: August 26, 2004

/s/ EDWARD J. HENNING

Edward J. Henning

Senior Vice President, General Counsel and

Corporate Secretary

HCPI FORM 8-K

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

August 24, 2004

Date of Report (Date of earliest event reported)

HEALTH CARE PROPERTY INVESTORS, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-08895

33-0091377

(State of Incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

3760 Kilroy Airport Way

Suite 300

Long Beach, California 90806

(Address of principal executive offices) (Zip Code)

(562) 733-5100

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

We announced today the August 24, 2004 settlement of a previously disclosed lawsuit brought by James G. Reynolds, a former executive officer of ours, against us and two of our senior executives. The terms of the settlement agreement include a payment of $2.9 million to Reynolds and a complete release of all claims.

A copy of the Settlement Agreement and Mutual Release is attached hereto as exhibit 1.1. A copy of our press release dated August 26, 2004 relating to the foregoing is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

1.1 Settlement Agreement and Mutual Release Dated August 24, 2004

99.1 Press Release Dated August 26, 2004.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.