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):  May 2, 2006

 

Health Care Property Investors, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

(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 (see General Instruction A.2. below):

 

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material 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))

 

 

Item 8.01 Other Events.

 

On May 2, 2006, Health Care Property Investors, Inc.  announced that it entered into a definitive agreement to acquire CNL Retirement Properties, Inc.

The press release dated May 2, 2006 is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

 

Item 9.01.              Financial Statements and Exhibits.

 

 (d)          Exhibits.

Exhibit Number		Description
99.1		Press Release issued May 2, 2006.

 

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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 hereunto duly authorized.

 

 

				Health Care Property Investors, Inc.
				(Registrant)
Date: May 2, 2006		By:	/s/ Edward J. Henning
				Edward J. Henning
				Senior Vice President, General Counsel
				and Corporate Secretary

 

 

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