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 18, 1994
HEALTH CARE REIT, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-8923 34-1096634
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One SeaGate, Suite 1950, P.O. Box 1475 Toledo, Ohio 43603-1475
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): 419-247-2800
This Instrument contains ___ pages.
The Exhibit Index is located on page 5.
Item 5. OTHER EVENTS.
Amendments to By-Laws and Certificate of Incorporation and
Authorization of Preferred Stock.
On May 18, 1994, the stockholders of Health Care REIT,
Inc., a Delaware corporation (the "Registrant"), approved certain
amendments to the Registrant's Restated Certificate of
Incorporation (the "Restated Certificate") and By-Laws. A copy of
the By-Laws of the Registrant as amended is filed with this Report
as Exhibit 1. The amendments to the Restated Certificate included
an amendment that authorized the Registrant to issue and have
outstanding 10,000,000 shares of preferred stock, par value $1.00
Registrant also filed a Certificate of Designation, Preferences and
Rights of Junior Participating Preferred Stock, Series A with the
Secretary of State of the State of Delaware designating 13,000
shares of preferred stock as Junior Participating Preferred Stock,
Series A. A copy of the Certificate of Designation is filed with
this Report as Exhibit 2. On July 25, 1994, the Registrant also
filed a Second Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware which integrated into
a single instrument all of the provisions of its Restated
Certificate of Incorporation and amendments thereto. A copy of
the Second Restated Certificate of Incorporation is filed with
this Report as Exhibit 3.
Adoption of Rights Plan.
On July 19, 1994, the Registrant adopted a Preferred
Share Purchase Rights Plan (the "Rights Plan") and declared a
dividend distribution to be made to stockholders of record on
August 5, 1994 of one Preferred Share Purchase Right on each
outstanding Right will entitle stockholders to buy one one-
thousandth of a share of a new series of junior participating
preferred stock for an exercise price of $48.00.
The Rights will be exercisable only if a person or group
acquires or announces a tender offer for 15% or more of the
Registrant's common stock. The Registrant may exchange the Rights
(except those held by an acquirer, which would be void) for the
Registrant's common stock on a one for one basis at any time after
a person or group has acquired 15% or more of the outstanding
common stock. The Registrant will be entitled to redeem the Rights
at $.01 per Right at any time before public disclosure that a 15%
position has been acquired. The Rights will expire on August 5,
2004, unless previously redeemed, exchanged or exercised. This
distribution of the Rights is not a taxable event to stockholders.
A copy of the Press Release, dated July 21, 1994,
released by the Registrant announcing the adoption by Registrant of
the Rights Plan is filed with this Report as Exhibit No. 4.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
1. By-Laws of the Registrant as of May
18, 1994.
2. Certificate of Designation, Prefer-
ences and Rights of Junior Partici-
pating Preferred Stock, Series A of
the Registrant.
3. Second Restated Certificate of
Incorporation of the Registrant.
4. Press Release dated July 21, 1994 of
Registrant announcing the adoption by
the Registrant of the Rights Plan.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned thereunto duly
authorized.
HEALTH CARE REIT, INC.
By: BRUCE G. THOMPSON
----------------------------
Bruce G. Thompson
Its: Chairman of the Board and
Chief Executive Officer
Dated: August 18, 1994
EXHIBIT INDEX
Exhibit No. Description
1. Amended By-Laws of the Registrant.
2. Certificate of Designation, Preferences
and Rights of Junior Participating
Preferred Stock, Series A of the Registrant.
of the Registrant.
4. Press Release dated July 21, 1994 of the
Registrant announcing the adoption by
Registrant of the Rights Plan.