1 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): June 15, 2001 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 ITEM 5. OTHER EVENTS. In connection with the Company's Registration Statement on Form S-3 (File No. 333-43177), declared effective January 7, 1998, the Company has entered into an Underwriting Agreement for an offering of 3,000,000 shares of the Common Stock, $1.00 par value per share, of the Company, plus up to an additional 450,000 shares of the Common Stock if the over-allotment option granted therein is exercised in full. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. 2 1.1 Underwriting Agreement 23.1 Consent of Independent Auditors 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/ GEORGE L. CHAPMAN --------------------------- George L. Chapman Its: Chairman of the Board, Chief Executive Officer and President Dated: June 15, 2001 EXHIBIT INDEX Designation Number Under Item 601 of Exhibit No. Regulation S-K Description - ----------- -------------- ----------- 1.1 1 Underwriting Agreement 23.1 23 Consent of Independent Auditors