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): October 24, 1997 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 3 pages The Exhibit Index is located on page 3. ITEM 5. OTHER EVENTS. In connection with the Company's Registration Statement on Form S-3 (File No. 333-19801) effective February 4, 1997 the Company has entered 2 into an Underwriting Agreement with BT Alex. Brown Incorporated (the "Underwriter") for an offering of 2,000,000 Shares of Common Stock, $1.00 par value per share plus an additional 300,000 shares of Common Stock if the Representatives execerise the over-allotment option granted therein. On October 21, 1997 the Board of Directors of the Company adopted Amended and Restated By-Laws (the "By-Laws"). The By-Laws now include language regarding the settlement of trades on the New York Stock Exchange and use of a corporate seal. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. (1.1) Underwriting Agreement. (3.1) Amended and Restated By-Laws 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: October 24, 1997 3 EXHIBIT INDEX Designation Number Under Item 601 of Exhibit No. Regulation S-K Description Page # - ----------- -------------- ----------- ------ 1.1 1 Underwriting Agreement 4 3.1 3(ii) Amended and Restated 23 By-Laws