1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2001
------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to ________________________
Commission File number 1-8923
HEALTH CARE REIT, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 34-1096634
------------------------------ -------------------
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One SeaGate, Suite 1500, Toledo, Ohio 43604
------------------------------------- ---------------------
(Address of principal executive office) (Zip Code)
(Registrant's telephone number, including area code) (419) 247-2800
--------------------------
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No .
------- ------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes _____. No _____.
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of July 15, 2001.
Class: Shares of Common Stock, $1.00 par value
Outstanding 32,388,514 shares
2
HEALTH CARE REIT, INC.
INDEX
PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets - June 30, 2001
and December 31, 2000 3
Consolidated Statements of Income - Three
and six months ended June 30, 2001 and 2000 4
Consolidated Statements of Shareholders'
Equity - Six months ended June 30, 2001
and 2000 5
Consolidated Statements of Cash Flows -
Six months ended June 30, 2001 and 2000 6
Notes to Unaudited Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosure About Market Risk 11
Item 4. Submission of Matters to a Vote of Security Holders 12
PART II. OTHER INFORMATION
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
EXHIBIT INDEX 15
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
HEALTH CARE REIT, INC. AND SUBSIDIARIES
JUNE 30 DECEMBER 31
2001 2000
(UNAUDITED) (NOTE)
----------- -----------
(IN THOUSANDS)
ASSETS
Real estate investments:
Real property owned:
Land $ 77,622 $ 74,319
Buildings & improvements 812,767 770,660
Construction in progress 10,314 11,976
----------- -----------
900,703 856,955
Less accumulated depreciation (65,443) (52,968)
----------- -----------
Total real property owned 835,260 803,987
Loans receivable
Real property loans 255,367 301,321
Subdebt investments 23,269 21,972
----------- -----------
1,113,896 1,127,280
Less allowance for loan losses (6,361) (5,861)
----------- -----------
Net real estate investments 1,107,535 1,121,419
Other Assets:
Equity investments 5,924 5,450
Deferred loan expenses 3,549 2,939
Cash and cash equivalents 5,854 2,844
Receivables and other assets 29,891 24,252
----------- -----------
45,218 35,485
----------- -----------
TOTAL ASSETS $ 1,152,753 $ 1,156,904
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Borrowings under line of credit obligations $ 61,500 $ 119,900
Senior unsecured notes 245,000 255,000
Secured debt 64,818 64,852
Accrued expenses and other liabilities 15,988 18,545
----------- -----------
TOTAL LIABILITIES 387,306 458,297
Shareholders' equity:
Preferred stock 150,000 150,000
Common stock 32,389 28,806
Capital in excess of par value 601,501 528,138
Overdistributed net income (13,564) (3,388)
Accumulated other
comprehensive loss (1,159) (744)
Unamortized restricted stock (3,720) (4,205)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 765,447 698,607
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,152,753 $ 1,156,904
=========== ===========
NOTE: The consolidated balance sheet at December 31, 2000 has been derived from
the audited financial statements at that date but does not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements.
See notes to unaudited consolidated financial statements
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CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
HEALTH CARE REIT, INC. AND SUBSIDIARIES
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2001 2000 2001 2000
------- ------- ------- -------
(IN THOUSANDS EXCEPT PER SHARE DATA)
REVENUES:
Rental income $23,863 $22,087 $46,471 $43,718
Interest income 7,842 10,192 16,787 21,713
Commitment fees and other income 1,037 1,591 1,927 3,266
Prepayment fees 0 57 134 57
------- ------- ------- -------
Total revenue 32,742 33,927 65,319 68,754
EXPENSES:
Interest expense 7,977 8,581 16,089 17,682
Loan expense 389 286 764 603
Provision for depreciation 6,992 5,311 13,778 10,574
Provision for losses 250 250 500 500
General and administrative expenses 2,034 1,930 3,885 3,830
------- ------- ------- -------
Total expenses 17,642 16,358 35,016 33,189
------- ------- ------- -------
Net income before gain on sale of
properties 15,100 17,569 30,303 35,565
Gain on sale of properties 23 394 23 517
------- ------- ------- -------
Net income 15,123 17,963 30,326 36,082
Preferred stock dividends 3,376 3,376 6,752 6,738
------- ------- ------- -------
Net income available to
common shareholders $11,747 $14,587 $23,574 $29,344
======= ======= ======= =======
Average number of common shares outstanding:
Basic 28,985 28,384 28,802 28,350
Diluted 29,402 28,613 29,137 28,579
Net income per share:
Basic $ 0.41 $ 0.51 $ 0.82 $ 1.04
Diluted 0.40 0.51 0.81 1.03
Dividends declared and paid per
common share $ 0.585 $ 0.585 $ 1.170 $ 1.165
See notes to unaudited consolidated financial statements
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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
HEALTH CARE REIT, INC. AND SUBSIDIARIES
Six months ended June 30, 2001
---------------------------------------------------------------------------------------------
Capital In
In thousands Excess
of Unamortized Accum. Other
Preferred Common Par Restricted Overdistributed Comprehensive
Stock Stock Value Stock Net Income Income/(Loss) Total
---------------------------------------------------------------------------------------------
Balance at beginning of period $150,000 28,806 $528,138 $(4,205) $ (3,388) $ (744) $698,607
Comprehensive income:
Net income 30,326 30,326
Unrealized losses on securities (82) (82)
Foreign currency translation
adjustment (333) (333)
-------
Comprehensive income 29,911
Proceeds from issuance from dividend
reinvestment and stock incentive
plans, net of forfeitures 133 2,500 (99) 2,534
Proceeds from issuance of common
shares 3,450 70,863 74,313
Restricted stock amortization 584 584
Cash dividends paid (40,502) (40,502)
------- ------- ------- -------- ---------- --------- ----------
Balance at end of period $150,000 $32,389 $601,501 $(3,720) $ (13,564) $ (1,159) $765,447
======== ======= ======== ======= ========= ======== ========
Six months ended June 30, 2000
---------------------------------------------------------------------------------------------
Capital In
In thousands Excess
of Unamortized Accum. Other
Preferred Common Par Restricted Undistributed Comprehensive
Stock Stock Value Stock Net Income Income/(Loss) Total
---------------------------------------------------------------------------------------------
Balance at beginning of period $150,000 $28,532 $524,204 $(5,216) $ 8,883 $ 593 $706,996
Comprehensive income:
Net income 36,082 36,081
Unrealized losses on securities (571) (571)
Foreign currency translation
adjustment (435) (435)
-------
Comprehensive income 35,076
Proceeds from issuance of common
stock from dividend reinvestment
and stock incentive plans, net of
forfeitures 128 1,776 118 2,022
Restricted stock amortization 627 627
Cash dividends paid (40,009) (40,009)
------- ------- -------- -------- ---------- --------- --------
Balance at end of period $150,000 $28,660 $525,980 $(4,471) $ 4,956 $ (413) $704,712
======== ======= ======== ======= ========= ======== ========
See notes to unaudited consolidated financial statements
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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
HEALTH CARE REIT, INC. AND SUBSIDIARIES
SIX MONTHS ENDED
JUNE 30
2001 2000
--------- ---------
(IN THOUSANDS)
OPERATING ACTIVITIES
Net income $ 30,326 $ 36,082
Adjustments to reconcile net income to net cash
Provision for depreciation 13,897 10,702
Provision for losses 500 500
Amortization 1,349 1,229
Loan and commitment fees earned in excess of cash received (1,202) (1,154)
Rental income in excess of cash received (3,874) (2,441)
Interest and other income in excess of cash received (166) (166)
Decrease in accrued expenses and other liabilities (1,357) (2,246)
Increase in receivables and other assets (1,739) (156)
--------- ---------
NET CASH PROVIDED FROM OPERATING ACTIVITIES 37,734 42,350
INVESTING ACTIVITIES
Investment in real properties (42,957) (28,063)
Investment in loans receivable (12,510) (11,668)
Other investments, net (457) (6,946)
Principal collected on loans 43,217 47,649
Proceeds from sale of properties 11,588 92,872
Other (142) (589)
--------- ---------
NET CASH PROVIDED FROM (USED IN) INVESTING ACTIVITIES (1,261) 93,255
FINANCING ACTIVITIES
Net payments under line of credit arrangements (58,400) (54,700)
Principal payments on long-term obligations (10,034) (41,460)
Net proceeds from the issuance of Common Stock 76,847 2,022
Increase in deferred loan expense (1,374) (565)
Cash distributions to shareholders (40,502) (40,009)
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES (33,463) (134,712)
--------- ---------
Increase in cash and cash equivalents 3,010 893
Cash and cash equivalents at beginning of period 2,844 2,129
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,854 $ 3,022
========= =========
Supplemental Cash Flow Information -- Interest Paid $ 17,379 $ 21,182
========= =========
See notes to unaudited consolidated financial statements
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
HEALTH CARE REIT, INC. AND SUBSIDIARIES
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial information and with instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered for a fair
presentation have been included. Operating results for the six months ended June
30, 2001, are not necessarily an indication of the results that may be expected
for the year ending December 31, 2001. For further information, refer to the
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 2000.
NOTE B - REAL ESTATE INVESTMENTS
During the six months ended June 30, 2001, the Company invested $35,591,000 in
real property, made construction advances of $10,325,000 and funded $1,575,000
of equity related investments. During the six months ended June 30, 2001, the
Company sold properties valued at $11,588,000 and received principal payments on
real estate mortgages of $43,217,000.
With respect to the above-mentioned construction advances, funding for
construction in progress in connection with four properties owned directly by
the Company totaled $7,366,000, and funding associated with two construction
loans represented $2,959,000. During the six months ended June 30, 2001, one of
the construction properties in progress with an investment balance of $9,027,000
completed the construction phase of the Company's investment process and was
converted to permanent operating leases and one of the construction loans with
an investment balance of $2,010,000 was converted to a permanent mortgage loan.
NOTE C - EQUITY INVESTMENTS
Management determines the appropriate classification of an equity investment at
the time of acquisition and reevaluates such designation as of each balance
sheet date. At June 30, 2001, equity investments include the common stock of a
corporation, valued at historical cost, and ownership representing a 31%
interest in Atlantic Healthcare Finance L.P., a property investment group that
specializes in the financing, through sale and leaseback transactions, of
nursing homes located in the United Kingdom and continental Europe. The
ownership interest is accounted for under the equity method.
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NOTE D - CONTINGENT LIABILITIES
As disclosed in the financial statements for the year ended December 31, 2000,
the Company was contingently liable for certain obligations amounting to
$11,425,000.
NOTE E - DISTRIBUTIONS PAID TO COMMON SHAREHOLDERS
On February 20, 2001, the Company paid a dividend of $0.585 per share to
shareholders of record on January 31, 2001. This dividend related to the period
from October 1, 2000 through December 31, 2000.
On May 20, 2001, the Company paid a dividend of $0.585 per share to shareholders
of record on May 1, 2001. This dividend related to the period January 1, 2001 to
March 31, 2001.
NOTE F - EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share (in thousands, except per share data):
Three months ended June 30 Six months ended June 30
--------------------------------- ----------------------------------
2001 2000 2001 2000
--------- --------- --------- ----------
Numerator for basic and diluted earnings per
share-income available to common shareholders $ 11,747 $ 14,587 $ 23,574 $ 29,343
========= ========= ========= =========
Denominator for basic earnings per share -
weighted average shares 28,985 28,384 28,802 28,350
Effect of dilutive securities:
Employee stock options 192 - 110 -
Nonvested restricted shares 225 229 225 229
--------- --------- --------- ---------
Dilutive potential common shares 419 229 335 229
--------- --------- --------- ---------
Denominator for diluted earnings per share -
adjusted weighted average shares 29,402 28,613 29,137 28,579
========= ========= ========= =========
Basic earnings per share $ 0.41 $ 0.51 $ 0.82 $ 1.04
Diluted earnings per share $ 0.40 $ 0.51 $ 0.81 $ 1.03
The diluted earnings per share calculation excludes the dilutive effect of
1,350,000 and 1,813,000 shares for the periods ended June 30, 2001 and 2000,
respectively, because the exercise price was greater than the average market
price. The Series C Cumulative Convertible Preferred Stock was not included in
this calculation as the effect of the conversion was anti-dilutive.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2001, the Company's net real estate investments totaled
$1,107,535,000 which included 146 assisted living facilities, 48 nursing
facilities and nine specialty care facilities. Depending upon the availability
and cost of external capital, the Company anticipates making additional
investments in health care related facilities. New investments are funded from
temporary borrowings under the Company's line of credit arrangements, internally
generated cash and the proceeds derived from asset sales. Permanent financing
for future investments, which replaces funds drawn under the line of credit
arrangements, is expected to be provided through a combination of private and
public offerings of debt and equity securities and the assumption of secured
debt. The Company believes its liquidity and various sources of available
capital are sufficient to fund operations, meet debt service and dividend
requirements and finance future investments.
In March, 2001, the Company completed its approximately $200 million asset
divestiture program that it announced in October, 1999 in response to a lack of
capital for health care REITs and long-term care companies. This program
strengthened the Company's portfolio and generated liquidity, enhancing the
Company's balance sheet. The completion of this program positioned the Company
for new investment opportunities.
During the first half of 2001, improved operating results in the public nursing
home sector, reduced development of new assisted living facilities and a shift
in equity funds flow back into income-oriented investments generated new access
to appropriately priced capital for health care REITs.
In June, 2001, the Company issued 3,450,000 shares of Common Stock, $1 par
value, at a price of $22.75 per share, which generated net proceeds of
$74,313,000. Pending their use to invest in additional health care properties,
the proceeds were used primarily to pay down borrowings under the Company's line
of credit arrangements.
As of June 30, 2001, the Company had a total outstanding debt balance of
$371,318,000 and shareholders' equity of $765,447,000 which represents a debt to
equity ratio of .49 to 1.0, and a debt to total capitalization ratio of .33 to
1.0.
As of June 30, 2001, the Company had an unsecured revolving line of credit
expiring March 31, 2003 in the amount of $150,000,000 bearing interest at the
lender's prime rate or LIBOR plus 1.5%. In addition, the Company had an
unsecured revolving line of credit in the amount of $25,000,000 bearing interest
at the lender's prime rate expiring June 30, 2002. At June 30, 2001, under the
Company's line of credit arrangements, available funding, subject to customary
lending conditions, totaled $113,500,000.
As of June 30, 2001, the Company had effective shelf registrations on file with
the Securities and Exchange Commission under which the Company may issue up to
$252,344,000 of securities including debt, convertible debt, common and
preferred stock. Depending upon market conditions, the Company anticipates
issuing securities under such shelf registrations to invest in additional health
care facilities and to repay borrowings under the Company's line of credit
arrangements.
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RESULTS OF OPERATIONS
Revenues were comprised of the following:
Three months ended Change Year to date through Change
---------------------------- ---------------- ---------------------------- ----------------
June 30, 2001 June 30, 2000 $ % June 30, 2001 June 30, 2000 $ %
------------- ------------- ---------------- ---------- ----------- ----------------
(000's)
Rental income $ 23,863 $ 22,087 $1,776 8.04% $ 46,471 $ 43,718 $ 2,753 6.30%
Interest income 7,842 10,192 (2,350) -23.06% 16,787 21,713 (4,926) -22.69%
Commitment fees and
other income 1,037 1,591 (554) -34.82% 1,927 3,266 (1,339)%-41.00%
Prepayment fees - 57 (57) -100.00% 134 57 77 135.09%
----------- ----------- ---------------- ---------- ----------- ----------------
Total $ 32,742 $ 33,927 $(1,185) -3.49% $ 65,319 $ 68,754 $ (3,435) -5.00%
=========== =========== ================ ========== =========== ================
For the three and six months ended June 30, 2001, the Company generated
increased rental income as a result of the completion of real property
construction projects for which the Company began receiving rent and the
purchase of properties previously financed by the Company. This offset a
reduction in interest income due to the repayment of mortgage loans and the
purchase of properties previously financed by the Company with mortgage loans.
Commitment fees and other income decreased as a result of the completion of
construction projects and curtailment of investing activity.
Expenses were comprised of the following:
Three months ended Change Year to date through Change
---------------------------- ---------------- ---------------------------- ----------------
June 30, 2001 June 30, 2000 $ % June 30, 2001 June 30, 2000 $ %
------------- ------------- ---------------- ------------- ------------- ----------------
(000's)
Interest expense $ 7,977 $ 8,581 $ (604) -7.04% $ 16,089 $ 17,682 $(1,593) -9.01%
Loan expense 389 286 103 36.01% 764 604 160 26.49%
Provision for
depreciation 6,992 5,311 1,681 31.65% 13,778 10,574 3,204 30.30%
Provision for losses 250 250 - -% 500 500 - -%
General and
admin. expenses 2,034 1,930 104 5.39% 3,885 3,830 55 1.44%
----------- ----------- --------------- ---------- ---------- ----------------
Total $ 17,642 $ 16,358 $1,284 7.85% $ 35,016 $ 33,190 $ 1,826 5.50%
=========== =========== =============== ========== ========== ================
The decrease in interest expense for both the three-month and year-to-date
periods was primarily due to lower average borrowings on the Company's lines of
credit and senior notes partially offset by a reduction in the amount of
capitalized interest offsetting interest expense. The Company capitalizes
certain interest costs associated with funds used to finance the construction of
properties owned directly by the Company. The amount capitalized is based upon
the borrowings outstanding during the construction period using the rate of
interest which approximates the Company's cost of financing. Capitalized
interest for the three-month and year-to-date periods totaled $205,000 and
$539,000, respectively as compared with $953,000 and $2,174,000 for the same
periods in 2000.
The provision for depreciation increased over the comparable periods in 2000
primarily as a result of additional investments in properties owned directly by
the Company.
General and administrative expenses as a percentage of revenue for the
three-month and year-to-date periods were 6.21% and 5.95% as compared with 5.69%
and 5.57% for the same periods in 2000.
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Other items:
Three months ended Change Year to date through Change
------------- ------------- ------------------ ------------- ------------- -------------
June 30, 2001 June 30, 2000 $ % June 30, 2001 June 30, 2000 $ %
------------- ------------- ------------------ ------------- ------------- -------------
(000's)
Other items:
Gain on sales of
properties $ 23 $ 394 $ (371) (94)% $ 23 $ 517 $ 494 (96)%
Preferred dividends 3,376 3,376 - -% 6,752 6,738 14 -%
As a result of the various factors mentioned above, net income available to
common shareholders for the three-month and year-to-date periods was
$11,747,000, or $0.40 per diluted share, and $23,574,000, or $0.81 per diluted
share, respectively, as compared with $14,587,000, or $0.51 per diluted share,
and $29,343,000, or $1.03 per diluted share for the comparable periods in 2000.
STATEMENT REGARDING FORWARD LOOKING DISCLOSURE
This report on Form 10-Q of the Company includes forward looking statements that
reflect the Company's current view with respect to future events and financial
performance. The words "believe", "expect", "anticipate" and similar expressions
identify forward-looking statements. These statements involve risks and
uncertainties that could cause actual results to differ materially from those
described in the statements. These risks and uncertainties include (without
limitation) the following: the effect of economic and market conditions and
changes in interest rates, government regulations, including changes in Medicare
and Medicaid payment levels, changes in the healthcare industry, deterioration
of the operating results or financial condition, including bankruptcies, of the
Company's tenants and borrowers, the ability of the Company to attract new
operators for certain facilities, the amount of any additional investments,
access to capital markets and changes in the ratings of the Company's debt
securities. Forward-looking statements are not a guarantee of future performance
and actual results or developments may differ materially from expectations. The
Company undertakes no obligation to publicly update or revise any forward
looking statements, whether as a result of new information, future events, or
otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For information on the Company's exposure to various market risks, see the
discussion in the Company's annual report on Form 10-K for the year ended
December 31, 2000.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of shareholders of Health Care REIT, Inc. was duly called and
held on May 3, 2001 in Toledo, Ohio. Proxies for the meeting were solicited on
behalf of the Company's management and Board of Directors pursuant to Regulation
14A of the General Rules and Regulations of the Commission. There was no
solicitation in opposition to the management's nominees for election as
directors as listed in the Proxy Statement, and all such nominees were elected.
Votes were cast at the meeting upon the proposals described in the Proxy
Statement for the meeting (filed with the Commission pursuant to Regulation 14A
and incorporated herein by reference) as follows:
Proposal #1 - The election of three directors:
Nominee For Withheld
--------------------------------- ------------------------- ----------------------
Jeffrey H. Donahue 29,288,580 226,599
Bruce G. Thompson 29,283,003 232,176
Richard A. Unverferth 29,250,857 264,322
Proposal #2 - The approval of an amendment to the Company's 1995 Stock Incentive Plan to increase the number of shares
available for issuance:
For 25,832,365
Against 3,318,359
Abstain 364,455
Proposal #3 - The ratification of the appointment of Ernst & Young LLP as independent auditors for the fiscal
year 2001:
For 29,261,285
Against 125,889
Abstain 128,005
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PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On June 15, 2001, the Company issued a press release announcing sale of
3,000,000 Shares of Common Stock.
On June 28, 2001, the Company issued a press release announcing the exercise of
over allotment option for 450,000 Shares of Common Stock.
On July 3, 2001, the Company announced the release of second quarter earnings on
July 17 and the second quarter conference call set for July 18, 2001.
On July 17, 2001, the Company issued a press release reporting second quarter
results.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 Press release dated June 15, 2001
99.2 Press release dated June 28, 2001
99.3 Press release dated July 3, 2001
99.4 Press release dated July 17, 2001
(b) Reports on Form 8-K
None
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HEALTH CARE REIT, INC.
Date: JULY 30, 2001 By: /S/ GEORGE L. CHAPMAN
--------------------- -------------------------------------
George L. Chapman,
Chairman, Chief Executive Officer and
President
Date: JULY 30, 2001 By: /S/ RAYMOND W. BRAUN
--------------------- -------------------------------------
Raymond W. Braun,
Chief Financial Officer
Date: JULY 30, 2001 By: /S/ MICHAEL A. CRABTREE
--------------------- -------------------------------------
Michael A. Crabtree,
Chief Accounting Officer
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EXHIBIT INDEX
-------------
The following documents are included in this Form 10-Q as Exhibits:
DESIGNATION
NUMBER UNDER
ITEM 601 OF
REGULATION S-K EXHIBIT DESCRIPTION
-------------- -------------------
99.1 Press release dated June 15, 2001
99.2 Press release dated June 28, 2001
99.3 Press release dated July 3, 2001
99.4 Press release dated July 17, 2001
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