SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 25, 2002
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NATIONWIDE HEALTH PROPERTIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Maryland 1-9028 95-3997619
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
610 Newport Center Drive, Suite 1150, Newport Beach, California 92660-6429
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (949) 718-4400
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
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On February 25, 2002, the Registrant entered into an agreement to issue
and sell 1,000,000 shares of common stock, par value $0.10 per share, in a
direct placement, which is expected to result in net proceeds of approximately
$18,501,525. The Registrant will use the proceeds from the offering to make
investments in healthcare properties. Pending such use, the Registrant will use
the proceeds to reduce the Registrant's revolving line of credit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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1.1 Placement Agency Agreement, dated February 25, 2002, between
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and the
Registrant.
99.1 Purchase Agreement, dated February 25, 2002, between Cohen &
Steers Quality Income Realty Fund, Inc. and the Registrant.
SIGNATURES
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 hereunto duly authorized.
NATIONWIDE HEALTH PROPERTIES, INC.
Date: February 26, 2002 By: /s/ Mark L. Desmond
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Name: Mark L. Desmond
Title: Senior Vice President and
Chief Financial Officer