SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
HEALTH CARE REIT, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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[HEALTH CARE REIT LOGO]
IMPORTANT INFORMATION RELATING TO
ADJOURNMENT OF ANNUAL MEETING OF STOCKHOLDERS
May 6, 2003
Dear Stockholder:
The Annual Meeting of Stockholders of Health Care REIT, Inc. was held on
Thursday May 1, 2003. At this meeting, proposals for the election of three
directors for a term of three years, an amendment to the company's certificate
of incorporation increasing the number of authorized shares of common stock, and
the appointment of Ernst & Young LLP as independent auditors for the fiscal year
2003 were all approved.
The stockholders were asked to consider one additional proposal, an increase in
the number of authorized shares of preferred stock. To pass, this proposal
requires the approval of a majority of the outstanding shares of Common Stock
and Series C Preferred Stock, voting together as a class, as well as the
approval of a majority of the outstanding shares of Preferred Stock, voting
together as a class. According to proxies submitted prior to the meeting, a
majority of the shares representing the outstanding Preferred Stock are in favor
of Proposal 3. Although approximately 80% of the proxies submitted by holders of
Common Stock and Series C Preferred Stock were marked "FOR" Proposal 3, those
proxies do not represent enough shares to approve the proposal. We believe that
this is due primarily to the fact that brokers were not permitted to vote on the
proposal, which is non-routine in nature, in the absence of specific
instructions from their customers. Therefore, the meeting was adjourned to
provide stockholders with additional time to consider the proposed amendment and
provide voting instructions to their brokers.
The reconvened meeting will be held on May 23, 2003, at 10:00 a.m. in the
Auditorium of One SeaGate, Toledo, Ohio. The sole purpose of the meeting will be
to consider the proposal to amend the company's certificate of incorporation to
increase the number of authorized shares of preferred stock from 10,000,000 to
25,000,000. No other business will take place at the reconvened meeting.
The Board of Directors of Health Care REIT, Inc. has unanimously recommended a
vote FOR amending the certificate to increase the number of authorized shares of
preferred stock. The approval of this proposal will provide flexibility for
future capital raising and will further the company's growth opportunities.
Institutional Shareholder Services (ISS), widely recognized as the leading
independent proxy advisory firm in the nation, has recommended that Health Care
REIT, Inc. stockholders vote FOR this proposal.
Our records indicate that your shares have not been voted on this proposal.
Stockholders as of the original record date of March 6, 2003 will be entitled to
vote by proxy, or in person, at the reconvened meeting.
Stockholders with questions on how to vote their shares can contact the
company's proxy solicitor, Mellon Investor Services, at (800)-261-8056 (toll
free) or (201)-373-5156 (call collect).
Stockholders are advised to read the definitive proxy materials prepared by
management in connection with the solicitation of proxies from stockholders of
Health Care REIT, Inc. Stockholders may obtain, free of charge, copies of the
definitive proxy materials filed by Health Care REIT, Inc. with the Securities
and Exchange Commission from the web site at www.sec.gov or on the company's web
site at www.hcreit.com. The definitive proxy materials may also be obtained free
of charge by contacting the company's proxy solicitor at the numbers provided
above.
WE ARE ENCLOSING A DUPLICATE PROXY CARD AND POSTAGE PAID RETURN ENVELOPE FOR USE
BY STOCKHOLDERS THAT HAVE NOT YET VOTED. IN ADDITION TO RETURNING THE PHYSICAL
FORM OF PROXY, YOU CAN ALSO TAKE ADVANTAGE OF TOLL-FREE, TOUCH-TONE TELEPHONE
VOTING, OR VOTING BY THE INTERNET (SEE THE INSTRUCTIONS ON THE ENCLOSED FORM OF
PROXY).
We encourage you to vote your proxy, and thank you for your continuing support
of Health Care REIT, Inc.
Sincerely,
HEALTH CARE REIT, INC.
/s/ ERIN C. IBELE
Erin C. Ibele
Vice President and Corporate Secretary