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Exhibit 25.1
File No. 333-43177
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Statement of Eligibility Under the
Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(B)(2)
THE FIFTH THIRD BANK
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(Exact name of trustee as specified in its charter)
Ohio
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(Jurisdiction of incorporation or organization if not a
national bank)
31-0854433
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(I.R.S. Employer Identification No.)
38 Fountain Square Plaza, Cincinnati, Ohio
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(Address of principal executive offices)
45263
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(Zip Code)
Paul L. Reynolds, 5th and Walnut Streets
Cincinnati, Ohio, 45263 (513) 579-5300
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(Name, address and telephone number of agent for service)
HEALTH CARE REIT, INC.
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(Exact name of obligor as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
34-1096634
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(I.R.S. Employer Identification No.)
One SeaGate, Suite 1500, Toledo, Ohio
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(Address of principal executive offices)
43604
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(Zip Code)
Notes Due 2008
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(Title of the indenture securities)
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ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee -
(a) Name and address of each examining or supervising authority to which
it is subject.
Ohio Superintendent of Banks
State Office Tower
30 E. Broad Street
Columbus, Ohio 43215
Federal Reserve Bank of Cleveland
East Sixth Street and Superior Avenue
Cleveland, Ohio 44101
Federal Deposit Insurance Corporation,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
ITEMS 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 14 AND 15 ARE NOT APPLICABLE BY VIRTUE OF
THE ANSWER TO ITEM 13.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.
None.
(b) If the Trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a
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default under any such indenture or series, identify the indenture or series
affected, and explain the nature of any such default.
None.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of
eligibility. (Exhibits identified in parentheses, on file with the
Commission, are incorporated herein by reference as exhibits hereto.)
(1) A copy of the Certificate of Incorporation of the trustee as now in
effect.
(2) A copy of the certificate of authority of the trustee to commence
business. (Included in Exhibit 1)
(3) A copy of the authorization of the trustee to exercise corporate trust
powers.
(4) A copy of the existing code of regulations of the trustee
incorporating amendments to date.
(5) A copy of each indenture referred to in Item 4.
(6) The consent of the trustee required by Section 321 (b) of the Trust
Indenture Act of 1939.
(7) A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
(8) A copy of any order pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be
qualified under the Act.
(9) Foreign trustees are required to file a consent to service of process
of Form F-X
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, the trustee, The Fifth Third Bank, a corporation organized and existing
under the laws of the State of Ohio, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Cincinnati and the State of Ohio,
on the 10th day of March, 1998.
THE FIFTH THIRD BANK
By: /s/ Christine A. Schaub
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Christine A. Schaub,
Trust Officer
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EXHIBIT 1
CERTIFICATE OF INCORPORATION
OF THE TRUSTEE AS NOW IN EFFECT
[See Attached]
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CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
THE FIFTH THIRD BANK
George A. Schaefer, Jr., President and Phillip C. Long, Secretary to
The Fifth Third Bank, an Ohio banking corporation, with its principal office
located at Cincinnati, Hamilton County, Ohio, do hereby certify that a duly
called meeting of the Board of Directors held on May 18, 1993, at which a quorum
was present and at a special meeting of the shareholder on May 18, 1993, the
following resolution to amend the Third Amended Articles of Incorporation which
adopted by affirmative vote of all the Directors in attendance and by an
unanimous vote of the sole shareholder.
RESOLVED, that Article FOURTH of the Third Amendment Articles of
Incorporation be and is hereby amended in its entirety to read as
follows:
FOURTH: The maximum number of shares with the corporation is authorized
to have outstanding shall be Thirty-Two Thousand (32,000) shares with a
par value of Two Thousand Two Hundred Dollars ($2,200.00) per share.
IN WITNESS WHEREOF, said George A. Schaefer, Jr., President and Phillip
C. Long, Secretary of The Fifth Third Bank, acting for and on behalf of said
corporation have hereunto subscribed their names this 18th day of May, 1993.
/s/ George A. Schaefer, Jr.
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George A. Schaefer, Jr., President
Approved this 16th day of June, 1993
/s/ Allison M. Meeks
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Allison M. Meeks, Superintendent
/s/ Phillip C. Long
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Phillip C. Long, Secretary
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THIRD AMENDED ARTICLES OF INCORPORATION
OF
THE FIFTH THIRD BANK
FIRST: The name of said Corporation shall be "The Fifth Third Bank".
SECOND: The place in Ohio where its principal office is to be located
is Cincinnati, Hamilton County, and its principal business there transacted.
THIRD: Said Corporation is formed for the purposes of (a) receiving on
deposit or in trust, moneys, securities and other valuable property, on such
terms as may be agreed, and of doing the business of a savings bank and of a
trust company; (b) of disposing of box vaults for safekeeping of valuables by
lease or otherwise; (c) of investing and loaning the funds of the company and
those received by it on deposit or in trust; (d) of doing a commercial banking
business; and, (e) of doing the business of a special plan bank, and in
furtherance of said purposes, to exercise all the powers of which may be
lawfully exercised by a corporation formed therefore, and to do all things
necessary to incident thereto.
FOURTH: The maximum number of shares which the corporation is
authorized to have outstanding shall be Thirty-Two Thousand (32,000) shares with
a par value of One Thousand Nine Hundred Dollars ($1,900.00) per share.
FIFTH: These Amended Articles of Incorporation supersede and take the
place of the existing Articles of Incorporation.
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EXHIBIT 2
CERTIFICATE OF AUTHORITY OF THE
TRUSTEE TO COMMENCE BUSINESS
(INCLUDED IN EXHIBIT 1)
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EXHIBIT 3
A COPY OF THE AUTHORIZATION OF THE TRUSTEE
TO EXERCISE CORPORATE TRUST POWERS
[See Attached]
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STATE OF OHIO
DIVISION OF FINANCIAL INSTITUTIONS
This is to certify that The Fifth Third Bank, Cincinnati, Ohio, organized under
the laws of the State of Ohio has complied with the laws relating to trust
companies under Section 1111.04 of the Ohio Revised Code and is qualified to
exercise trust powers in Ohio.
Witness my hand at Columbus, Ohio, this 23rd day of February, 1998.
/s/ W. Curtis Stitt
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W. CURTIS STITT
Superintendent
Division of Financial
Institutions
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EXHIBIT 4
A COPY OF THE EXISTING CODE OF REGULATIONS OF THE TRUSTEE
INCORPORATING AMENDMENTS TO DATE
[See Attached]
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CODE OF REGULATIONS OF THE FIFTH THIRD BANK
ARTICLE I
STOCKHOLDERS
SECTION 1. MEETINGS. The annual meeting of the Stockholders shall be
held at the principal office of the Company at such hour, as may be fixed in the
notice of such meeting, and on such date, not earlier than the second Tuesday of
January or later than the third Tuesday of April of each year, as shall be fixed
by the Board of Directors and communicated in writing to the Shareholders not
later than twenty (20) days prior to such meeting.
SECTION 2. QUORUM. Stockholders, whether in person or by lawful
proxies, representing a majority in amount of the outstanding stock of the
Company, shall constitute a quorum at any stockholders' meeting. If there be
less than a majority in amount of such stock at any meeting, the meeting may be
adjourned from time to time.
ARTICLE II
DIRECTORS
SECTION 1. NUMBER. The Board of Directors shall be composed of eighteen
(18) persons unless this number is changed by: (1) the Shareholders in
accordance with the laws of Ohio or (2) the vote of a majority of the Directors
in office. The Directors may increase the number to not more than twenty-four
(24) persons and may decrease the number to not less than fifteen (15) persons.
Any Director's office created by the Directors by reason of an increase in their
number may be filled by action of a majority of the Directors in office.
SECTION 2. TERM. Directors shall hold office until the expiration of
the term for which they were erected, and shall continue in office until their
respective successors shall have been duly elected and qualified.
SECTION 3. QUALIFICATIONS AND COMPENSATION. No person shall serve as a
Director who is not the owner of record of at least Five Hundred ($500.00)
Dollars par value of stock of the Company. Each Director shall be entitled to
receive such compensation for attendance at meetings of the Board of Directors
of Committees thereof as the Board of Directors may, from time to time, fix.
SECTION 4. REPLACEMENT OR REMOVAL. Directors may be replaced or
removed as provided by Ohio Law, provided that Directors may be removed
without cause only by an affirmative vote
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of not less than two-thirds (2/3) of the outstanding shares of the
Company.
SECTION 5. VACANCIES. Any vacancy occurring in the Board of Directors
may be filled by the Board of Directors until an election to fill such vacancy
is had.
SECTION 6. QUORUM. A majority of the whole authorized number of
Directors, as the same shall be established from time to time in accordance with
Section 1 of this Code of Regulations, shall constitute a quorum for a meeting
of the Directors, except that a majority of the Directors in office constitute a
quorum for the filling of a vacancy or vacancies of the Board.
SECTION 7. ELECTION OF OFFICERS. The Board of Directors at the first
meeting after the election of Directors may elect one of its own number Chairman
of the Board and one of its own number Vice Chairman of the Board; and it shall
elect one of its own number President. It may also elect one or more vice
presidents (one or more of whom may be designated Executive Vice President
and/or Senior Vice President and/or Vice President and Trust Officer), a
Cashier, a Secretary, and a Treasurer, and it may appoint such other officers as
the Board may deem advisable. Any two of said offices may be held by the same
person. Officers so elected shall hold office during the term of the Board by
whom they are elected, subject to the power of the Board to remove them at its
discretion. They shall be bonded in such amount and with such survey or sureties
as the Board of Directors shall require.
SECTION 8. MEETINGS OF THE BOARD. Regular meetings of the Board of
Directors shall be held on the third Tuesday of each month, or at such other
times as may be determined by the Board of Directors. Except as otherwise
provided by law, any business may be transacted at any regular meeting of the
Board of Directors. Special meetings shall be held upon the call of the Chairman
of the Board, if one be elected, or by the President, or in their absence, by a
Vice President or any three (3) Directors.
SECTION 9. NOTICE OF MEETINGS. The Secretary shall give notice of each
meeting of the Board of Directors, whether regular or special, to each member of
the Board.
SECTION 10. COMMITTEES.
SECTION 10.1 EXECUTIVE COMMITTEE. The Board of Directors shall appoint
any Executive Committee consisting of at least three (3) members, all of whom
may be members of the Board of Directors, or at least one (1) of whom shall be a
Director, the remainder to be officers of the Bank. Such Executive Committee
shall serve until their successors are appointed. A majority of the members of
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said Committee shall constitute a quorum. The Executive Committee shall conduct
the business of the Company and shall have all the powers of the Board of
Directors when said Board is not in session, except that of declaring a
dividend. The Secretary of the Company shall keep a record of the Committee's
proceedings, which, signed by the Chairman of the Committee, shall be presented
at the meetings of the Committee and at the meetings of the Board of Directors.
SECTION 10.2 OTHER COMMITTEES. The Board of Directors shall appoint a
Trust Committee of which the Vice President and Trust Officer and at least three
(3) of its members who are not officers of the Company shall be members. The
Vice President and Trust Officer shall be Chairman of the Trust Committee. In
addition thereto, the Chairman of the Board, Chief Executive Officer, may
appoint such additional Committees, by and with the approval of the Board of
Directors, as may be deemed desirable or necessary.
Each such Committee, so appointed, shall have such powers and perform
such duties, not inconsistent with law, as may be delegated to it by the Board
of Directors.
SECTION 11. INDEMNIFICATION. The Company shall indemnify each Director
and each Officer of the Company, and each person employed by the Company who
serves at the written request of the President of the Company as a director,
trustee, officer, employee or agent of another corporation, domestic or foreign,
non-profit or for profit, partnership, joint venture, trust or other enterprise,
to the full extent permitted by Ohio law. The term "Officer" as used in this
Section shall include the Chairman of the Board and the Vice Chairman of the
Board if such offices are filled, the President, each Vice President, the
Treasurer, the Secretary, the Cashier, the Controller, the Auditor, the Counsel
and any other person who is specifically designated as an "Officer" within the
operation of this Section by action of the Board of Directors. The Company may
indemnify assistant Officers, employees and others by action of the Board of
Directors to the extent permitted by Ohio law.
ARTICLE III
OFFICERS
SECTION 1. POWERS AND DUTIES. The Chairman of the Board if the office
be filled, otherwise the Vice Chairman of the Board, if the office be filled,
otherwise the President shall preside at all meetings of the Stockholders, the
Board of Directors, and the supervision and control over the business of the
Company and shall serve at the pleasure of the Board of Directors. In the
absence or disability of any of the foregoing officers, their respective duties
shall be performed by the Chairman of the Board, the Vice
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Chairman of the Board, the President, or by a Vice President specifically
designated by the Board of Directors, in the order named.
The Secretary, or in his absence or disability, the Assistant
Secretary, shall act, ex officio, as Secretary of all meetings of the
Stockholders, the Board of Directors and the Executive Committee. The other
officers of the Company shall have such powers and duties as usually and
customarily attach to their offices.
ARTICLE IV
CERTIFICATES OF STOCK
SECTION 1. FORM. Certificates for shares of stock shall be signed by
the Chairman of the Board, or by the President, or by one of the Vice
Presidents, and by the Secretary or Treasurer or by the Cashier or an Assistant
Cashier, shall contain such statements as are required by law, and shall
otherwise be in such form as the Board of Directors may, from time to time,
require.
SECTION 2. TRANSFERS. Shares shall be transferable on the books of the
Company by the holders thereof in person or by duly authorized attorney upon
surrender of the certificates therefor with duly executed assignment endorsed
thereon or attached thereto.
SECTION 3. CLOSING OF TRANSFER BOOKS. The books for transfer of the
stock of the Company shall be closed for at least five (5) days preceding the
annual meeting of stockholders, and may be closed by order of the Board of
Directors, or Executive Committee, for a like period before any other meeting of
the Stockholders.
ARTICLE V
AMENDMENTS
These regulations may be changed, and new regulations adopted by the
assent thereto in writing of two-thirds (2/3) of the Stockholders of the Company
in number an in amount; or by a majority of such Stockholders in number and in
amount, at a meeting held for that purpose, notice of which has been given by
the President, the Secretary, or any two (2) Directors personally or by written
notice, to each Stockholders, and by publication once a week for four (4)
consecutive weeks in some newspaper of general circulation in Hamilton County,
Ohio, or in such other manner as may then be authorized by the laws of Ohio.
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EXHIBIT 5
A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4
(NOT APPLICABLE)
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EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321 (B)
OF THE TRUST INDENTURE ACT OF 1939
[See Attached]
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EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939 in connection with the proposed issuance of Debt Securities of
Health Care REIT, Inc., The Fifth Third Bank hereby consents that reports of
examination by Federal, State, Territorial or District Authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
THE FIFTH THIRD BANK
By: /s/ Christine A. Schaub
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Christine A. Schaub,
Trust Officer
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EXHIBIT 7
A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE
PUBLISHED PURSUANT TO LAW OR THE REQUIREMENTS
OF ITS SUPERVISING OR EXAMINING AUTHORITY
[See Attached]
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R E P O R T O F C O N D I T I O N
Consolidated Report of Condition of FIFTH THIRD BANK of CINCINNATI, OHIO and
Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at
the close of business on December 31, 1997, published in accordance with a
call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
ASSETS
Thousands
of Dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin................................................................................ 480,674
Interest-bearing balances........................................................................ 99
Held-to-maturity securities.......................................................................... 12,541
Available-for-sale securities........................................................................ 2,232,932
Federal funds sold and securities purchased ......................................................... //////////
under agreements to resell ...................................................................... 466,100
Loans and lease financing receivables:
Loans and lease, net of unearned income.................................................5,543,285
LESS: Allowance for loan and lease losses..................................................72,840
LESS: Allocated transfer risk reserve...........................................................0
Loans and leases, net of unearned income, allowance,
and reserve...................................................................................... 5,470,445
Trading Assets ...................................................................................... 7,906
Premises and fixed assets (including capitalized leases)............................................. 122,367
Other real estate owned.............................................................................. 152
Investments in unconsolidated subsidiaries and
associated companies............................................................................. 0
Customers' liability to this bank on
acceptances outstanding.......................................................................... 16,954
Intangible assets.................................................................................... 49,228
Other assets......................................................................................... 213,898
Total assets......................................................................................... 9,073,296
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LIABILITIES
Deposits:
In domestic offices.............................................................................. 4,894,224
Noninterest-bearing.....................................................................1,300,258
Interest-bearing........................................................................3,593,966
In foreign offices, Edge and Agreement subsidiaries,
and IBFs:........................................................................................ 540,951
Noninterest-bearing.............................................................................0
Interest-bearing..........................................................................540,951
Federal funds purchased and securities sold under agreements
to repurchase.................................................................................... 1,737,588
Demand notes issued to the U.S. Treasury............................................................. 2,087
Trading liabilities.................................................................................. 0
Other borrowed money (including mortgage indebtedness and
obligations under capitalized leases):............................................................... //////////
With a remaining maturity of one year or less.................................................... 45,727
With a remaining maturity of more than one year through three
years............................................................................................ 202,000
With a remaining maturity of more than three years............................................... 0
Mortgage indebtedness and obligations under
capitalized leases............................................................................... 0
Bank's liability on acceptances executed and outstanding............................................. 16,954
Subordinated notes and debentures.................................................................... 647,406
Other liabilities.................................................................................... 264,374
Total liabilities.................................................................................... 8,351,311
EQUITY CAPITAL
Perpetual preferred stock and related surplus........................................................ 0
Common stock......................................................................................... 70,400
Surplus.............................................................................................. 142,552
Undivided profits and capital reserves............................................................... 493,210
Net unrealized holding gains (losses) on
available-for-sale securities.................................................................... 15,823
Cumulative foreign currency translation adjustments.................................................. 0
Total equity capital................................................................................. 721,985
Total liabilities, limited-life preferred stock,
and equity capital............................................................................... 9,013,296
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EXHIBIT 8
A COPY OF ANY ORDER PURSUANT TO WHICH THE FOREIGN TRUSTEE IS AUTHORIZED TO ACT
AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED UNDER THE ACT
(NOT APPLICABLE)
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EXHIBIT 9
FOREIGN TRUSTEES ARE REQUIRED TO FILE A CONSENT TO SERVICE OF
PROCESS OF FORM F-X
(NOT APPLICABLE)