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): March 10, 1998 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, the Company has entered into an Underwriting Agreement with BT Alex. Brown Incorporated, NationsBanc Mongomery Securities LLC and Salomon Brothers Inc for an offering of $100,000,000 of Debt Securities of the Company. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. 1.1 Form of Underwriting Agreement 4.1(1) Indenture 4.2 Form of Second Supplemental Indenture 12.1 Statement Regarding Computation of Earnings to Fixed Charges 25.1 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. 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: March 10, 1998 4 EXHIBIT INDEX Designation Number Under Item 601 of Exhibit No. Regulation S-K Description - ----------- -------------- ----------- 1.1 1 Form of Underwriting Agreement 4.1 4 Indenture 4.2 4 Form of Second Supplemental Indenture 12.1 12 Statement Regarding Computation of Earnings to Fixed Charges 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.