EFFECTIVE AUGUST 23RD, 2004
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) September 9, 2004
Health Care REIT, Inc.
| Delaware | 1-8923 | 34-1096634 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| One SeaGate, Suite 1500, Toledo, Ohio (Address of principal executive offices) |
43604 (Zip Code) |
Registrant’s telephone number, including area code (419) 247-2800
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):
o 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 September 9, 2004, the Company signed an underwriting agreement for the sale and purchase of 7,000,000 shares of 7 5/8% Series F Cumulative Redeemable Preferred Stock, which agreement has been furnished as Exhibit 1.1 to this Current Report. Also, the Company issued a press release announcing that the Company had priced a public offering of 7,000,000 shares of 7 5/8% Series F Cumulative Redeemable Preferred Stock and entered into the underwriting agreement. The press release is posted on the Company’s Web site (www.hereit.com) under heading Press Releases and a copy has been furnished as Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
1.1
|
Underwriting Agreement | |
3.1
|
Form of Certificate of Designation of 7 5/8% Series F Cumulative Redeemable Preferred Stock (filed with the Commission as Exhibit 2.5 to the Company’s Form 8-A filed September 10, 2004, and incorporated herein by reference thereto) | |
5
|
Opinion of Shumaker, Loop & Kendrick, LLP | |
8
|
Tax Opinion of Arnold & Porter LLP | |
12.1
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends | |
23.1
|
Consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion as an exhibit to this Form 8-K is included in their opinion filed herewith as Exhibit 5. | |
99.1
|
Press Release dated September 9, 2004 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant had duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| HEALTH CARE REIT, INC. | ||
| By: /s/ GEORGE L. CHAPMAN
George L. Chapman |
||
Its: Chairman of the Board and Chief Executive Officer |
||
Dated:
September 10, 2004 |