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): August 7, 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 2 ITEM 5. OTHER EVENTS. In connection with the Company's Registration Statement on Form S-3 (File 333-43177), declared effective January 7, 1998, and the Company's Registration Statement on Form S-3 (file No. 333-19801), declared effective February 4, 1997, the Company has entered into an Underwriting Agreement with Deutsche Banc Alex. Brown Inc., UBS Warburg LLC, Legg Mason Wood Walker, Incorporated, and Raymond James & Associates, Inc., as Representatives of the several underwriters for an offering of $175,000,000 of Debt Securities of the Company. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 1.1 Underwriting Agreement 4.1 Indenture 4.2 Form of Fourth Supplemental Indenture 12.1 Statement Regarding Computation of Earnings to Fixed Charges 23.1 Consent of Independent Auditors 25.1 Statement of Eligibility of Trustee 3 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: August 9, 2001 4 EXHIBIT INDEX Designation Number Under Item 601 of Exhibit No. Regulation S-K Description - ----------- -------------- ----------- 1.1 1 Underwriting Agreement 4.1(1) 4 Indenture 4.2 4 Form of Fourth Supplemental Indenture 12.1 12 Statement Regarding Computation of Earnings to Fixed Charges 23.1 23 Consent of Independent Auditors 25.1 25 Statement of Eligibility of Trustee - ----------------- (1) Previously filed as Exhibit 4.1 to the Company's Form 8-K dated April 17, 1997 and incorporated herein by reference.