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):
July 8, 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
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ITEM 5. OTHER EVENTS.
On July 8, 2003, the Company issued a press release to announce
investments of $132.1 million for the quarter ended March 31, 2003. The press
release is posted on the Company's Web site (www.hcreit.com) under the heading
Press Releases. The press release has been furnished as Exhibit 99.1 to this
Current Report.
Arnold & Porter issued a tax opinion to the Company in connection with
the Company's sale on July 9, 2003 of 4,000,000 shares of its 7 7/8% Series D
Cumulative Redeemable Preferred Stock pursuant to the Company's Registration
Statement on Form S-3 (File No. 333-73936), declared effective December 7, 2001,
and the Prospectus Supplement dated June 11, 2003. The tax opinion has been
furnished as Exhibit 8.1 to this Current Report.
The Company has entered into a purchase agreement for the purchase and
sale of 1,583,100 shares of common stock, $1.00 par value per share, of the
Company pursuant to the Company's Registration Statement on Form S-3 (File No.
333-73936), declared effective December 7, 2001. The purchase agreement has been
furnished as Exhibit 10.1 to this Current Report. In connection with this
transaction, Ernst & Young LLP has consented to be named as an expert in the
Prospectus Supplement dated July 9, 2003. The consent has been furnished as
Exhibit 23.1 to this Current Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
8.1 Tax Opinion of Arnold & Porter.
10.1 Purchase Agreement by and among Cohen & Steers Capital
Management, Inc., its client accounts described therein and
the Company, dated July 9, 2003.
23.1 Consent of Independent Auditors.
99.1 Press Release dated July 8, 2003.
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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: July 9, 2003
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EXHIBIT INDEX
Designation
Number Under
Item 601 of
Exhibit No. Regulation S-K Description
----------- -------------- -----------
8.1 8 Tax Opinion of Arnold & Porter.
10.1 10 Purchase Agreement by and among Cohen &
Steers Capital Management, Inc., its
client accounts described therein and
the Company, dated July 9, 2003.
23.1 23 Consent of Independent Auditors.
99.1 99 Press Release dated July 8, 2003.
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