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the financial ability of lessees to make rent and debt payments to us may be affected by governmental regulations such as licensure, certification for participation in government programs, and government reimbursement; and

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our additional rents are based on our lessees’ gross revenue from operations in many instances, which in turn are affected by the amount of reimbursement such lessees receive from the government.

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we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates;

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we also could be subject to the federal alternative minimum tax and possibly increased state and local taxes; and

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unless we are entitled to relief under statutory provisions, we could not elect to be subject to tax as a real estate investment trust for four taxable years following the year during which we were disqualified.

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our Current Reports on Form 8-K dated May 14, 2002 and June 19, 2002;

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our Quarterly Reports on Form 10-Q/A and Form 10-Q for the fiscal quarter ended March 31, 2002 and for the fiscal quarter ended June 30, 2002, respectively;

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our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2001;

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our Proxy Statement dated March 27, 2002;

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the description of our common stock contained in our registration statement on Form 10 dated May 7, 1985 (File No. 1-8895), including the amendments dated May 20, 1985 and May 23, 1985, and any other amendment or report filed for the purpose of updating such description, including the description of amendments to our charter contained in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001; and

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the description of our preferred share purchase rights (which were issued pursuant to our Stockholder Rights Plan dated June 20, 2000) contained in our Form 8-A dated July 28, 2000 (File No. 1-08895).

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Legislative, regulatory, or other changes in the health care industry at the local, state or federal level which increase the costs of or otherwise affect the operations of our lessees or mortgagors;

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Changes in the reimbursement available to our lessees and mortgagors by governmental or private payors, including changes in Medicare and Medicaid payment levels and the availability and cost of third party insurance coverage;

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Competition for lessees and mortgagors, including with respect to new leases and mortgages and the renewal or rollover of existing leases;

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Availability of suitable health care facilities to acquire at a favorable cost of capital and the competition for such acquisition and financing of health care facilities;

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The ability of our lessees and mortgagors to operate our properties in a manner sufficient to maintain or increase revenues and to generate sufficient income to make rent and loan payments;

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The financial weakness of operators in the long-term care and assisted living sectors, which results in uncertainties in our ability to continue to realize the full benefit of such operators’ leases;

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Changes in national or regional economic conditions, including changes in interest rates and the availability and our cost of capital; and

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The risk that we will not be able to sell or lease facilities that are currently vacant.

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181 long-term care facilities;

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89 assisted living facilities;

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84 medical office buildings;

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37 physician group practice clinics;

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21 acute care hospitals;

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Nine rehabilitation hospitals;

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Six health care laboratory and biotech research facilities; and

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Five retirement living communities.

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senior to all classes or series of common stock of HCPI, and to all equity securities issued by HCPI ranking junior to the series A preferred stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of HCPI;

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on a parity with the series B preferred stock, series C preferred stock and with all equity securities issued by HCPI the terms of which specifically provide that such equity securities rank on a parity with the series A preferred stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of HCPI; and

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junior to all equity securities issued by HCPI the terms of which specifically provide that such equity securities rank senior to the series A preferred stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of HCPI. See “— Voting Rights” above.

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no dividends may be declared or paid or set aside for payment upon our common stock, or any other capital stock of HCPI ranking junior to or on a parity with the series A preferred stock as to dividends or upon liquidation;

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no other distribution may be declared or made upon our common stock, or any other capital stock of HCPI ranking junior to or on a parity with the series A preferred stock as to dividends or upon liquidation;

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no shares of our common stock, or any other shares of capital stock of HCPI ranking junior to or on a parity with the series A preferred stock as to dividends or upon liquidation may be redeemed, purchased or otherwise acquired for any consideration by HCPI, except by conversion into or exchange for other capital stock of HCPI ranking junior to the series A preferred stock as to dividends and upon liquidation or for the purpose of preserving HCPI’s qualification as a real estate investment trust. See “Restrictions on Ownership and Transfer Relating to Preferred Stock.”

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senior to all classes or series of common stock of HCPI, and to all equity securities issued by HCPI ranking junior to the series B preferred stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of HCPI;

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on a parity with the series A preferred stock, series C preferred stock and with all equity securities issued by HCPI the terms of which specifically provide that such equity securities rank on a parity with the series B preferred stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of HCPI; and

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junior to all equity securities issued by HCPI the terms of which specifically provide that such equity securities rank senior to the series B preferred stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of HCPI. See “— Voting Rights” above.

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no dividends may be declared or paid or set aside for payment upon our common stock, or any other capital stock of HCPI ranking junior to or on a parity with the series B preferred stock as to dividends or upon liquidation;

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no other distribution may be declared or made upon our common stock, or any other capital stock of HCPI ranking junior to or on a parity with the series B preferred stock as to dividends or upon liquidation;

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no shares of our common stock, or any other shares of capital stock of HCPI ranking junior to or on a parity with the series B preferred stock as to dividends or upon liquidation may be redeemed, purchased or otherwise acquired for any consideration by HCPI, except by conversion into or exchange for other capital stock of HCPI ranking junior to the series B preferred stock as to dividends and upon liquidation or for the purpose of preserving HCPI’s qualification as a real estate investment trust. See “— Restrictions on Ownership and Transfer Relating to Preferred Stock.”

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senior to all classes or series of common stock of HCPI, and to all other classes and series of equity securities issued by HCPI;

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on a parity with the series A preferred stock, series B preferred stock and all equity securities issued by HCPI the terms of which specifically provide that such equity securities rank on a parity with the series C preferred stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of HCPI;

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junior to all outstanding debt issued by HCPI; and

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junior to all equity securities issued by HCPI ranking senior to the series C preferred stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of HCPI. See “Voting Rights” above.

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no cash dividend or other distribution may be declared or paid or set aside for payment upon our common stock, or any other capital stock of HCPI ranking junior to the series C preferred stock as to dividends or upon liquidation;

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HCPI may not repurchase, redeem or otherwise acquire shares of our common stock, or any other shares of capital stock of HCPI ranking junior to or on a parity with the series C preferred stock as to dividends or upon liquidation, or pay or make any amount available for a sinking fund for redemption of such shares, except by conversion into or exchange for other capital stock of HCPI ranking junior to the series C preferred stock as to dividends and upon liquidation or for the purpose of preserving HCPI’s qualification as a real estate investment trust. See “Restrictions on Ownership and Transfer Relating to Preferred Stock.”

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determines that such ownership will not jeopardize our status as a REIT; and

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our board of directors otherwise decides such action would be in our best interest.

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any person from beneficially or constructively owning shares of our stock that would result in us being “closely held” under Section 856(h) of the Internal Revenue Code or otherwise cause us to fail to qualify as a REIT; and

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any person from transferring shares of our common stock if such transfer would result in shares of our stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution).

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sell the excess shares to a person or entity who could own the shares without violating the ownership limits or as otherwise permitted by our board of directors, and

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distribute to the prohibited transferee or owner, as applicable, an amount equal to the lesser of (1) the price paid by the prohibited transferee or owner for the excess shares (or, if the event which resulted in the transfer to the trust did not involve a purchase of such shares at market price, the last reported sales price reported on the New York Stock Exchange on the trading day immediately preceding the relevant date) and (2) the sales proceeds received by the trustee for the excess shares.

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to rescind as void any vote cast by a prohibited transferee or owner, as applicable, prior to our discovery that the shares have been transferred to the trust; and

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to recast the vote in accordance with the desires of the trustee acting for the benefit of the beneficiary of the trust.

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by lot or other means deemed equitable by it to call for the purchase from any stockholder of a number of voting shares sufficient, in the opinion of our board of directors, to maintain or bring the direct or indirect ownership of voting shares of capital stock of the beneficial owner to a level of no more than 9.9% of our outstanding voting shares; and

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to refuse to transfer or issue voting shares of capital stock to any person whose acquisition of such voting shares would, in the opinion of the board of directors, result in the direct or indirect ownership by that person of more than 9.9% of the outstanding voting shares of our capital stock.

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our merger or consolidation with or into a related person;

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any sale, lease, exchange, transfer or other disposition, including without limitation a mortgage or any other security device, of all or any substantial part (as defined below) of our assets (including, without limitation, any voting securities of a subsidiary) to a related person;

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any merger or consolidation of a related person with or into us;

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any sale, lease, exchange, transfer or other disposition of all or any substantial part of the assets of a related person to us;

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the issuance of any of our securities (other than by way of pro rata distribution to all stockholders) to a related person; and

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any agreement, contract or other arrangement providing for any of the transactions described in the definition of business combination.

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Amarillo Bell Associates;

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Boyer–BPMA Holdings, L.C.;

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Boyer Desert Springs, L.C.;

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Boyer Davis North Medical Associates, Ltd.; and

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Spring Creek Medical Building, LLC.

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1,101,164 managing member units by HCPI;

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35,034 non-managing member units by HCPI;

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14,401 non-managing member units by Boyer Castle Dale Medical Clinic, L.L.C.;

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13,082 non-managing member units by Boyer Centerville Clinic Company, L.C.;

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21,134 non-managing member units by Boyer Elko, L.C.;

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183,511 non-managing member units by Boyer Desert Springs, L.C.;

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4,164 non-managing member units by Boyer Grantsville Medical, L.C.;

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628 non-managing member units by Boyer-Ogden Medical Associates, LTD.;

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31,107 non-managing member units by Boyer Ogden Medical Associates No. 2, LTD.;

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10,498 non-managing member units by Boyer-Salt Lake Industrial Clinic Associates, LTD.;

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86,680 non-managing member units by Boyer-St. Marks Medical Associates, LTD.;

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63,275 non-managing member units by Boyer McKay-Dee Associates, LTD.;

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36,836 non-managing member units by Boyer St. Mark’s Medical Associates #2, LTD.;

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60,367 non-managing member units by Boyer Iomega, L.C.;

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37,456 non-managing member units by Boyer Springville, L.C.;

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16,316 non-managing member units by Boyer Primary Care Clinics Associates, LTD. #2;

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15,694 non-managing member units by Boyer-BPMA Holdings, L.C.;

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17,936 non-managing member units by Spring Creek Medical Building, L.L.C.;

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9,946 non-managing member units by Boyer Davis North Medical Associates, LTD;

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29,189 non-managing member units by Amarillo Bell Associates;

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760 non-managing member units by H. Lewis Swain;

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48,377 non-managing member units by H. Lewis Swain, as Trustee of the H. Lewis Swain Family Trust;

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30,292 non-managing member units by Lynn L. Summerhays; and

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16,187 non-managing member units by The Corporation of the President of The Church of Jesus Christ of Latter-day Saints.

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taking any action that would make it impossible to carry out the ordinary business of HCPI/Utah, LLC;

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owning or assigning any rights in specific property owned by HCPI/Utah, LLC, other than for an HCPI/Utah, LLC purpose;

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taking any action that would cause a non-managing member to be subject to liability as a managing member, except those acts permitted by the operating agreement and by law;

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entering into any agreement that would have the effect of restricting a member of HCPI/Utah, LLC from exercising its right to exchange its units as provided in the operating agreement and discussed below under “Exchange Rights,” unless such member gives its prior written consent to such action; or

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entering into any agreement that would have the effect of restricting HCPI/Utah, LLC’s ability to make distributions to its members, without the written consent of each member affected by the restriction.

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the amendment, modification or termination of the operating agreement other than to reflect the admission, substitution, termination or withdrawal of members or in connection with a permitted dissolution or termination of HCPI;

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approving the transfer of all or a portion of the membership interest held by us, other than a transfer to HCPI/Utah, LLC;

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the admission of any additional or substitute managing members in HCPI/Utah, LLC;

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making a general assignment for the benefit of HCPI/Utah, LLC’s creditors or instituting any proceeding for bankruptcy on behalf of HCPI/Utah, LLC;

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confessing a judgment against HCPI/Utah, LLC in excess of $5,000,000; or

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generally acting on behalf of HCPI/Utah, LLC in our capacity as the non-managing member of HCPI/Davis North I, LLC.

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convert a non-managing member’s interest in HCPI/Utah, LLC into a managing member interest;

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modify the limited liability of a non-managing member;

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materially alter the rights of a member to receive distributions or the allocation of income and loss to a member; or

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materially alter the right of a member to exchange its non-managing member units for our common stock.

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to reflect the issuance of additional membership interests in exchange for capital contributions of cash or property, or the admission, substitution, termination or withdrawal of members;

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to reflect inconsequential changes, cure ambiguities and make other changes not inconsistent with law or the provisions of the operating agreement;

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to satisfy any requirements, conditions or guidelines contained in any governmental order or required by law;

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to reflect changes that are reasonably necessary for us to maintain our status as a real estate investment trust; and

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to modify the manner in which capital accounts are computed.

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cause HCPI/Utah, LLC to merge with another entity, sell all or substantially all of HCPI/Utah, LLC’s assets or reclassify the outstanding equity interests of HCPI/Utah, LLC prior to January 22, 2019;

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sell some of HCPI/Utah, LLC’s real properties prior to January 22, 2009 or sell HCPI/Utah, LLC’s other real properties prior to January 22, 2019;

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prior to January 22, 2009:

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refinance specified nonrecourse indebtedness of HCPI/Utah, LLC, unless such indebtedness is refinanced with nonrecourse indebtedness that does not require principal payments greater than the existing indebtedness and is secured solely by the property which secured the repayment of the existing indebtedness;

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prepay the specified nonrecourse indebtedness; or

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convert the specified nonrecourse indebtedness to recourse indebtedness;

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prior to January 22, 2019, fail to provide non-managing members the opportunity to guaranty debt of HCPI/Utah, LLC up to an amount equal to $22 million less the amount of nonrecourse debt of HCPI/Utah, LLC allocable to the non-managing members.

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the person to whom any non-managing member units are transferred must assume all of the obligations of the transferor under the operating agreement;

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we will have the right to receive an opinion of counsel that the proposed transfer may be effected without registration under the Securities Act and will not otherwise violate any federal or state securities laws or regulations;

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we may prohibit any transfer otherwise permitted under the operating agreement if such transfer would require the filing of a registration statement under the Securities Act by HCPI/Utah, LLC or would otherwise violate any applicable federal or state securities laws or regulations;

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no transfer may be made to any person if, in the opinion of legal counsel to HCPI/ Utah, LLC, such transfer could result in HCPI/Utah, LLC being treated as an association taxable as a corporation or for state income or franchise tax purposes, or such transfer could adversely affect our ability to qualify as a real estate investment trust or subject us to additional taxes under Sections 857 or 4981 of the Internal Revenue Code;

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no transfer may be made if such transfer is effected through an “established securities market” or a “secondary market” within the meaning of Section 7704 of the Internal Revenue Code;

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no transfer may be made to a lender of HCPI/Utah, LLC or any person related to such a lender whose loan constitutes “nonrecourse liability” within the meaning of the Internal Revenue Code, without our consent as managing member;

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transfers may be made only as of the first day of a fiscal quarter of HCPI/Utah, LLC, unless we otherwise consent; and

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no transfer may be made (1) to any person or entity who lacks the legal right, power or capacity to own a membership interest; (2) in violation of applicable law; (3) if such transfer would, in the opinion of legal counsel to HCPI/Utah, LLC, cause an increased tax liability to any other member as a result of the termination of HCPI/Utah, LLC; (4) if such transfer would cause HCPI/Utah, LLC to become a reporting company under the Exchange Act; (5) if such transfer would cause HCPI/Utah, LLC to cease to be classified as a partnership or to be classified as a publicly traded partnership or treated as a corporation; or (6) if such transfer would cause HCPI/Utah, LLC to lose material tax benefits or become subject to regulations not currently applicable to it.

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to fund capital additions, tenant improvements and leasing commissions relating to HCPI/Utah, LLC’s real properties except those tenant improvement costs not assumed by HCPI/Utah, LLC at the time the related property was contributed to it; or

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to repay any mortgage debt of HCPI/Utah, LLC that we elect to repay in accordance with the terms of the operating agreement.

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first, to holders of non-managing member units to pay any previously unpaid preferred distribution on the non-managing member units held by them;

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second, to us until all distributions of cash, including prior distributions, have been made to the members of HCPI/Utah, LLC pro rata on the basis of the number of managing member or non-managing member units held by them as compared to the total number of managing member and non-managing member units then outstanding;

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third, to the holders of units in proportion to the number of units held by them in redemption of those units, as discussed below, until all non-managing member units have been redeemed; and

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finally, the remaining balance to us.

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first, to the holders of non-managing member units to pay any previously unpaid preferred distribution on the non-managing member units held by them; and

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second, the remaining balance to us.

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operating net loss for any fiscal year is allocated to the unitholders in accordance with their Sharing Percentages;

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operating net income for any fiscal year is allocated as follows:

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first, to each unitholder to the extent necessary to offset any operating net loss previously allocated to such unitholder; and

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second, to each unitholder in an amount that will cause the current allocation together with all previous allocations of operating net income and net income resulting from the disposition of real property to be pro rata to the cumulative distributions received by such unitholder for the current and all prior fiscal years.

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net loss attributable to the sale or other disposition of real property is allocated to the holders of units in proportion to their Sharing Percentages;

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net income attributable to the sale or other disposition of real property is allocated as follows:

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first, to each unitholder to the extent necessary to offset any net loss previously allocated to such unitholder upon the sale or other disposition of a property;

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second, to each unitholder in an amount that will cause the current allocation together with all previous allocations of operating net income and net income resulting from the disposition of a real property to be pro rata to the cumulative distributions received by such unitholder for the current and all prior fiscal years; and

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thereafter, to each unitholder in proportion to the number of units held by them.

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first, to holders of nonmanaging member units in such amounts as will cause their capital account per unit to be equal to the sum of: (a) the holder’s preferred return shortfall per unit (if any), (b) the value of a share of our stock (subject to specified adjustments), and (c) their pro rata share of a 1% (subject to adjustment) sharing amount; and

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thereafter to us.

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we withdraw as the managing member and the non-managing members holding a majority of the non-managing member units then outstanding do not appoint a substitute managing member and elect in writing to continue the business of HCPI/ Utah, LLC within 90 days;

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we elect to dissolve it in accordance with the provisions of the operating agreement;

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it sells substantially all of its assets and properties;

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it is dissolved by judicial order;

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we become bankrupt, unless within 90 days the non-managing members holding a majority of the outstanding non-managing member units elect in writing to continue the business of HCPI/Utah, LLC and to the appointment of a substitute managing member; or

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all of the non-managing member units held by non-managing members have been exchanged for cash or our common stock.

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any person who beneficially owns ten percent or more of the voting power of the corporation’s shares; or

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an affiliate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the then outstanding voting stock of the corporation.

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80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and

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two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or which are held by an affiliate or associate of the interested stockholder.

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one-tenth or more but less than one-third;

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one-third or more but less than a majority; or

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a majority or more of all voting power.

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pursuant to our notice of the meeting;

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by or at the direction of the board of directors; and

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by a stockholder who was a stockholder at the time the notice of meeting was given and is entitled to vote at the meeting and who has complied with the advance notice procedures, including the minimum time period, described in the bylaws.

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any present or former director or officer who is made a party to the proceeding by reason of his service in that capacity; or

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any individual who, while one of our directors or officers and at our request, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise and who is made a party to the proceeding by reason of his service in that capacity.

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judgments;

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penalties;

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fines;

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settlements; and

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reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities.

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the act or omission of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty;

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the director or officer actually received an improper personal benefit in money, property or services; or

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in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

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the Internal Revenue Code of 1986, as amended;

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current, temporary and proposed Treasury Regulations promulgated under the Internal Revenue Code;

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the legislative history of the Internal Revenue Code;

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current administrative interpretations and practices of the Internal Revenue Service; and

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court decisions;

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the acquisition, ownership and sale or other disposition of common stock offered under this prospectus, including the federal, state, local, foreign and other tax consequences;

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our election to be taxed as a REIT for federal income tax purposes; and

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potential changes in the tax laws.

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We will be required to pay tax at regular corporate rates on any undistributed “REIT taxable income,” including undistributed net capital gains.

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We may be required to pay the “alternative minimum tax” on our items of tax preference.

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If we have: (a) net income from the sale or other disposition of “foreclosure property” which is held primarily for sale to customers in the ordinary course of business; or (b) other nonqualifying income from foreclosure property, we will be required to pay tax at the highest corporate rate on this income. Foreclosure property is generally defined as property acquired through foreclosure or after a default on a loan secured by the property or a lease of the property.

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We will be required to pay a 100% tax on any net income from prohibited transactions. Prohibited transactions are, in general, sales or other taxable dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business.

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If we fail to satisfy the 75% gross income test or the 95% gross income test discussed below, but nonetheless maintain our qualification as a REIT because certain other requirements are met, we will be required to pay a tax equal to (a) the greater of (i) the amount by which 75% of our gross income exceeds the amount qualifying under the 75% gross income test described below and (ii) the amount by which 90% of our gross income exceeds the amount qualifying under the 95% gross income test described below, multiplied by (b) a fraction intended to reflect our profitability.

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We will be required to pay a 4% excise tax to the extent we fail to distribute during each calendar year at least the sum of (a) 85% of our REIT ordinary income for the year, (b) 95% of our REIT capital gain net income for the year, and (c) any undistributed taxable income from prior periods.

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If we acquire any asset from a corporation which is or has been a C corporation in a transaction in which the basis of the asset in our hands is determined by reference to the basis of the asset in the hands of the C corporation, and we subsequently recognize gain on the disposition of the asset during the ten-year period beginning on the date on which we acquired the asset, then we will be required to pay tax at the highest regular corporate tax rate on this gain to the extent of the excess of (a) the fair market value of the asset over (b) our adjusted basis in the asset, in each case determined as of the date on which we acquired the asset. A C corporation is generally defined as a corporation required to pay full corporate-level tax. The results described in this paragraph with respect to the recognition of gain assume that we will make or refrain from making an election under the Treasury regulations under Section 337 of the Internal Revenue Code, depending upon the time of the acquisition.

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We will be subject to a 100% tax on any “redetermined rents,” “redetermined deductions” or “excess interest.” In general, redetermined rents are rents from real property that are overstated as a result of services furnished by a “taxable REIT subsidiary” of ours to any of our tenants. See “—Ownership of Interests in Taxable REIT Subsidiaries.” Redetermined deductions and excess interest generally represent amounts that are deducted by a taxable REIT subsidiary of ours for amounts paid to us that are in excess of the amounts that would have been deducted based on arm’s length negotiations.

(1)

that is managed by one or more trustees or directors;

(2)

that issues transferable shares or transferable certificates to evidence beneficial ownership;

(3)

that would be taxable as a domestic corporation but for Sections 856 through 860 of the Internal Revenue Code;

(4)

that is not a financial institution or an insurance company within the meaning of the Internal Revenue Code;

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(5)

that is beneficially owned by 100 or more persons;

(6)

not more than 50% in value of the outstanding stock of which is owned, actually or constructively, by five or fewer individuals, including specified entities, during the last half of each-taxable year; and

(7)

that meets other tests, described below, regarding the nature of its income and assets and the amount of its distributions.

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First, each taxable year we must derive directly or indirectly at least 75% of our gross income, excluding gross income from prohibited transactions, from (a) certain investments relating to real property or mortgages on real property, including “rents from real property” and, in some circumstances, interest, or (b) some types of temporary investments; and

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Second, each taxable year we must derive at least 95% of our gross income, excluding gross income from prohibited transactions, from (a) the real property investments described above, and (b) dividends, interest and gain from the sale or disposition of stock or securities.

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The amount of rent must not be based in whole or in part on the income or profits of any person. However, an amount we receive or accrue generally will not be excluded from the term “rents from real property” solely by reason of being based on a fixed percentage or percentages of receipts or sales;

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We, or an actual or constructive owner of 10% or more of our stock, must not actually or constructively own 10% or more of the interests in the assets or net profits of the tenant, or, if the tenant is a corporation, 10% or more of the total combined voting power of all classes of stock entitled to vote or 10% or more of the total value of all classes of stock of the tenant. Rents received from such tenant that is a taxable REIT subsidiary, however, will not be excluded from the definition of “rents from real property” if at least 90% of the space at the property to which the rents relate is leased to third parties, and the rents paid by the taxable REIT subsidiary are comparable to rents paid by our other tenants for comparable space;

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Rent attributable to personal property, leased in connection with a lease of real property, is not greater than 15% of the total rent received under the lease. If this requirement is not met, then the portion of rent attributable to personal property will not qualify as “rents from real property;” and

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We generally must not operate or manage the property or furnish or render services to the tenants of the property, subject to a 1% de minimis exception, other than through an independent contractor from whom we derive no revenue. We may, however, directly perform certain services that are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not otherwise considered “rendered to the occupant” of the property. Examples of such services include the provision of light, heat, or other utilities, trash removal and general maintenance of common areas. In addition, we may employ a taxable REIT subsidiary, which may be wholly or partially owned by us, to provide both customary and non-customary services to our tenants without causing the rent we receive from those tenants to fail to qualify as “rents from real property.” Any amounts we receive from a taxable REIT subsidiary with respect to the taxable REIT subsidiary’s

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our failure to meet these tests was due to reasonable cause and not due to willful neglect;

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we attach a schedule of the sources of our income to our federal income tax return; and

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any incorrect information on the schedule was not due to fraud with intent to evade tax.

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Amounts are received by a REIT for services customarily furnished or rendered in connection with the rental of real property;

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Amounts are excluded from the definition of impermissible tenant service income as a result of satisfying the 1% de minimis exception;

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The taxable REIT subsidiary renders a significant amount of similar services to unrelated parties and the charges for such services are substantially comparable;

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Rents paid to the REIT by tenants who are not receiving services from the taxable REIT subsidiary are substantially comparable to the rents paid by the REIT’s tenants leasing comparable space who are receiving such services from the taxable REIT subsidiary and the charge for the services is separately stated; and

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The taxable REIT subsidiary’s gross income from the service is not less than 150% of the subsidiary’s direct cost in furnishing or rendering the service.

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First, at least 75% of the value of our total assets, including assets held by our qualified REIT subsidiaries and our allocable share of the assets held by the partnerships and limited liability companies in which we own an interest, must be represented by real estate assets, cash, cash items and government securities. For purposes of this test, the term “real estate assets” generally means real property (including interests in real property and interests in mortgages on real property) and shares (or transferable certificates of beneficial interest) in other REITs, as well as any stock or debt instrument attributable to the investment of the proceeds of a stock offering or a public debt offering with a term of at least five years, but only for the one-year period beginning on the date the REIT receives such proceeds;

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Second, not more than 25% of the value of our total assets may be represented by securities, other than those securities included in the 75% asset test;

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Third, of the securities included in the 25% asset test, the value of any one issuer’s securities may not exceed 5% of the value of our total assets, and we may not own more than 10% by vote or value of any one issuer’s outstanding securities. For years prior to 2001, the 10% limit applies only with respect to voting securities of any issuer and not to the value of the securities of any issuer; and

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Fourth, not more than 20% of the value of our total assets may be represented by the securities of one or more taxable REIT subsidiaries. The 10% value limitation and the 20% asset test are part of recently enacted legislation and are effective for taxable years ending after December 31, 2000.

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90% (95% for taxable years beginning before January 1, 2001) of our “REIT taxable income”; and

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90% (95% for taxable years beginning before January 1, 2001) of our after tax net income, if any, from foreclosure property; minus

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the excess of the sum of specified items of our noncash income items over 5% of “REIT taxable income” as described below.

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actual annual operating results;

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asset diversification;

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distribution levels, including the effect, if any, of the characterization of AHP’s psychiatric group preferred stock on distribution levels; and

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diversity of stock ownership.

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not a United States stockholder

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a broker-dealer, a dealer in securities or a financial institution;

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an S corporation;

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a bank;

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a thrift;

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an insurance company;

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a tax-exempt organization;

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subject to the alternative minimum tax provisions of the Internal Revenue Code;

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holding the common stock as part of a hedge, straddle or other risk reduction or constructive sale transaction;

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a United States person with a “functional currency” other than the United States dollar; or

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a United States expatriate.

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a citizen or resident of the United States;

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a corporation, partnership, or other entity created or organized in or under the laws of the United States or of any state or in the District of Columbia, unless, in the case of a partnership, treasury regulations provide otherwise;

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an estate which is required to pay United States federal income tax regardless of the source of its income; or

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a trust whose administration is under the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in the treasury regulations, some trusts in existence on August 20, 1996, and treated as United States persons prior to this date that elect to continue to be treated as United States persons, shall also be considered United States stockholders.

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include its proportionate share of our undistributed long-term capital gains in computing its long-term capital gains in its return for its taxable year in which the last day of our taxable year falls;

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be deemed to have paid the capital gains tax imposed on us on the designated amounts included in the United States stockholder’s long-term capital gains;

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receive a credit or refund for the amount of tax deemed paid by it;

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increase the adjusted basis of its common stock by the difference between the amount of includable gains and the tax deemed to have been paid by it; and

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in the case of a United States stockholder that is a corporation, appropriately adjust its earnings and profits for the retained capital gains as required by treasury regulations to be prescribed by the Internal Revenue Service.

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*

Represents less than 1% of the total outstanding shares of our common stock.

(1)

Based on information available to us as of September 17, 2002.

(2)

Assumes the selling holders exchange all of their non-managing member units in HCPI/Utah, LLC and HCPI/Utah II, LLC originally issued on or prior to August 17, 2001 for shares of common stock.

(3)

H. Lewis Swain, as Trustee, is the sole holder of the power to vote and/or sell the shares/units for the H. Lewis Swain Family Trust.

(4)

Merrill Lynch Private Finance Inc. does not own any non-managing member units of HCPI/Utah, LLC or HCPI/Utah II, LLC as of the date of the Registration Statement. However, pursuant to a Loan and Collateral Agreement, dated as of June 12, 2002, among The Boyer Company, L.C., certain affiliates of The Boyer Company, L.C., Merrill Lynch Private Finance Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Loan Agreement”), 109,283 of the non-managing member units of HCPI/Utah, LLC that are subject to this prospectus, an additional 409,110 non-managing member units of HCPI/Utah, LLC and an additional 471,868 non-managing member units of HCPI/Utah II, LLC have been pledged to Merrill Lynch Private Finance Inc. as security for a loan to The Boyer Company, L.C. Upon any default under the Loan Agreement, Merrill Lynch Private Finance Inc., its parent, Merrill Lynch & Co. Inc. or any subsidiary thereof, may be a selling holder hereunder and upon the exchange of such non-managing member units, sell the applicable shares of common stock offered by this prospectus. The additional 456,894 non-managing member units of HCPI/Utah, LLC and the 409,110 non-managing member units of HCPI/Utah II, LLC are subject to other registration statements.

(5)

The non-managing member units pledged to Merrill Lynch Private Finance Inc. and the shares of common stock into which such units are exchangeable are not included in the total number of non-managing member units/shares.

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all registration and filing fees;

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fees and expenses for complying with securities or blue sky laws, including reasonable fees and disbursements of counsel in connection with blue sky qualifications; and

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the fees and expenses incurred in connection with listing our common stock on each securities exchange on which our similar securities issued are then listed.

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the selling holders may enter into hedging transactions with broker-dealers,

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the broker-dealers may engage in short sales of the common stock in the course of hedging the position they assume with the selling holders,

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the selling holders may sell the common stock short and deliver the common stock to close out these short positions,

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the selling holders may write non-traded options,

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the selling holders may enter into option or other transactions with broker-dealers that involve the delivery of the shares to the broker-dealers, who may then resell or otherwise transfer the shares,

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the selling holders may sell the shares pursuant to Rule 144 or another exemption from registration, and

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the selling holders may also loan or pledge the shares to a broker-dealer and the broker-dealer may sell the shares so loaned or upon a default may sell or otherwise transfer the pledged shares.

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