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, in connection with the Company’s Registration Statement on Form S-3 (File 333-107280), declared effective August 4, 2003, the Company entered into an Underwriting Agreement with UBS Securities LLC for an offering of $50 million of Debt Securities of the Company. These Notes are in addition to the $250 million Senior Unsecured Notes issued in November 2003.
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 | |
| 4.1 | Amendment No. 1 to Supplemental Indenture No. 3 (to Indenture dated as of September 6, 2002) | |
| 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 | |
| 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. | |
| 25.1 | Statement of Eligibility of Trustee | |
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 13, 2004 |
