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): May 16, 1996 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 1500, 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 4 pages. The Exhibit Index is located on page 4. ITEM 5. OTHER EVENTS. In connection with the Company's prospectus supplement that was filed with the Securities and Exchange Commission on April 30, 1996, and the Company's Registration Statement on Form S-3 (File 33-64877) effective February 15, 1996, the Company intends to enter into an Underwriting Agreement with Alex. Brown & Sons, Incorporated, Smith Barney Inc. and EVEREN Securities, Inc. in the form attached hereto, for an offering of 2,000,000 Shares of Common Stock. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. (1) Proposed form of Underwriting Agreement. 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 ----------------------------- Bruce G. Thompson Its: Chairman and Chief Executive Officer Dated: May 16, 1996 EXHIBIT INDEX Designation Number Under Item 601 of Exhibit No. Regulation S-K Description Page # - ---------- -------------- ---------------------- ------ 1 1 Proposed form of Underwriting Agreement 5