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): February 6, 1995 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 5 pages. The Exhibit Index is located on page 4. ITEM 5. OTHER EVENTS. Approval in Principle to Acquire First Toledo Advisory Company. On February 6, 1995, Health Care REIT, Inc. (the "Company") announced that its Board of Directors had approved in principle the acquisition of First Toledo Advisory Company ("FTAC"). Under the terms of the agreement, 215,154 shares of common stock would be issued for the acquisition of FTAC. Additionally, Messrs. Thompson and Wolfe would purchase 168,382 shares of stock at $21.38 per share with funds loaned by the Company. It was noted that the number of shares issued could be adjusted under certain circumstances. Messrs. Wolfe and Thompson will each enter into five-year service agreements. The service agreement with Mr. Thompson would provide for two years continued service as Chief Executive Officer of the Company and consulting services thereafter, and the service agreement with Mr. Wolfe would provide for five years of consulting services. Further information is set forth in the Company's press release dated February 6, 1995 attached hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. Exhibit No. Description 1. Press Release dated February 6, 1995 of Registrant announcing the approval in principle of the acquisition of First Toledo Advisory Company. 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: /s/ BRUCE G. THOMPSON Its: Chairman of the Board and Chief Executive Officer Dated: February 13, 1995 EXHIBIT INDEX Designation Number Under Item 601 of Exhibit No. Regulation S-K Description Page # 1. 21 Press Release dated 5 February 6, 1995 of Registrant announcing the approval in principle of the acquisition of First Toledo Advisory Company.