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):
May 15, 2003
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
1
ITEM 5. OTHER EVENTS.
Effective May 15, 2003, the Company and certain of its subsidiaries
entered into Amendment No. 1 to Amended and Restated Loan Agreement with Key
Corporate Capital Inc., Deutsche Bank Trust Company Americas, Bank of America,
N.A., Bank One, N.A., UBS AG, Cayman Islands Branch and Comerica Bank (the
"Banks"), KeyBank National Association, as administrative agent for the Banks,
Deutsche Bank Securities Inc., as syndication agent, and UBS Warburg LLC, as
documentation agent. The loan agreement, as amended, provides for an expansion
of the Company's unsecured revolving line of credit from $175 million to $225
million. The line of credit will expire on May 15, 2006; however, the Company
has the ability to extend the credit facility for one year if it is in
compliance with all covenants.
Effective May 31, 2003, the Company entered into a Credit Agreement
with Fifth Third Bank in order to increase its $25 million unsecured line of
credit to $30 million. The term of this facility will expire on May 31, 2004.
On June 5, 2003, the Company filed an amendment to its Second Restated
Certificate of Incorporation to increase the number of authorized shares of
common and preferred stock.
On June 9, 2003, the Company issued a press release that announced its
intent to offer additional preferred shares under a newly designated Series D
Cumulative Redeemable Preferred Stock. The Company also announced its intent to
redeem all outstanding shares of its 8 7/8% Series B Cumulative Redeemable
Preferred Stock. The press release is posted on the Company's Web site
(www.hcreit.com) under the heading Press Releases. A copy of the press release
has been furnished as Exhibit 99.1 to this Current Report.
On June 11, 2003, the Company signed an underwriting agreement for the
sale and purchase of 4,000,000 shares of 7 7/8% Series D Cumulative Redeemable
Preferred Stock, which agreement has been furnished as Exhibit 1.1 to this
Current Report. Also, the Company issued a press release announcing that the
Company had priced a public offering of 4,000,000 shares of 7 7/8% Series D
Cumulative Redeemable Preferred Stock and entered into the underwriting
agreement. The Company also announced that a portion of the proceeds from this
offering will be used to redeem all 3,000,000 shares of its 8 7/8% Series B
Cumulative Redeemable Preferred Stock. The press release is posted on the
Company's Web site and a copy has been furnished as Exhibit 99.2 to this Current
Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement
3.1 Certificate of Amendment of Second Restated Certificate of
Incorporation of the Company
3.2 Form of Certificate of Designation of 7 7/8% Series D
Cumulative Redeemable Preferred Stock (filed with the
Commission as Exhibit 2.5 to the Company's Form 8-A filed
June 13, 2003, and incorporated herein by reference thereto)
10.1 Amendment No. 1 to Amended and Restated Loan Agreement by
and among the Company and certain of its subsidiaries, the
banks signatory hereto and KeyBank National Association, as
administrative agent for such banks, Deutsche Bank
Securities Inc., as syndication agent, and UBS Warburg LLC,
as documentation agent, dated May 15, 2003
10.2 Credit Agreement by and between the Company and Fifth Third
Bank, dated May 31, 2003
12.1 Statement Regarding Computation of Ratio of Earnings to
Fixed Charges and Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends
23.1 Consent of Independent Auditors
99.1 Press Release dated June 9, 2003
99.2 Press Release dated June 11, 2003
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 and Chief
Executive Officer
Dated: June 13, 2003
3
\ EXHIBIT INDEX
Designation
Number Under
Item 601 of
Exhibit No. Regulation S-K Description
----------- -------------- -----------
1.1 1 Underwriting Agreement
3.1 3 Certificate of Amendment of Second
Restated Certificate of Incorporation
of the Company
3.2 3 Form of Certificate of Designation of
7 7/8% Series D Cumulative Redeemable
Preferred Stock (filed with the
Commission as Exhibit 2.5 to the
Company's Form 8-A filed June 13, 2003,
and incorporated herein by reference
thereto)
10.1 10 Amendment No. 1 to Amended and Restated
Loan Agreement by and among the Company
and certain of its subsidiaries, the
banks signatory hereto and KeyBank
National Association, as administrative
agent for such banks, Deutsche Bank
Securities Inc., as syndication agent,
and UBS Warburg LLC, as documentation
agent, dated May 15, 2003
10.2 10 Credit Agreement by and between the
Company and Fifth Third Bank, dated
May 31, 2003
12.1 12 Statement Regarding Computation of Ratio
of Earnings to Fixed Charges and Ratio
of Earnings to Combined Fixed Charges
and Preferred Stock Dividends
23.1 23 Consent of Independent Auditors
99.1 99 Press Release dated June 9, 2003
99.2 99 Press Release dated June 11, 2003
4