UNITED STATES
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 7, 2009
Health Care REIT, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-8923
(Commission
File Number)
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34-1096634
(IRS Employer
Identification No.) |
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One SeaGate, Suite 1500, Toledo, Ohio
(Address of principal executive offices)
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43604
(Zip Code) |
Registrants telephone number, including area code (419) 247-2800
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01 Other Events.
Pursuant to Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, certain assets of Health Care REIT, Inc. (the Company) are now
classified as discontinued operations due to their sale during the three months ended March 31,
2009 or their classification as held for sale at March 31, 2009. As a result, the Company is
reclassifying in this Current Report its operations, including rental income, interest expense and
provision for depreciation and amortization related to those assets for prior periods. The
application of Statement No. 144 had no effect on net income attributable to common stockholders
for any period presented therein.
We adopted FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements,
FASB Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled
in Cash upon Conversion (Including Partial Cash Settlement), and FASB Staff Position No. EITF
03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions are
Participating Securities effective January 1, 2009, each of which required retrospective
application. The effect of these restatements have been summarized in Item 8 Financial
Statements and Supplementary Data Notes to Consolidated Financial Statements Note 22.
Subsequent Adoption of New Accounting Pronouncements.
This Current Report also includes changes we have made to address certain comments received from
the Securities and Exchange Commission regarding our Form 10-K for the year ended December 31,
2008. Those changes include providing additional information regarding occupancy rates, average
annualized income rates and lease expirations for our various property types in Item 2
Properties.
As a result of the changes mentioned above, the Company is updating portions of Item 2
Properties, Item 6 Selected Financial Data, Item 7 Managements Discussion and Analysis of
Financial Condition and Results of Operations and Item 8 Financial Statements and Supplementary
Data. All other information contained in the Form 10-K for the year ended December 31, 2008 and the other portions of Items 2, 6, 7
and 8 have not been updated or modified (with the exception of certain minor changes to Items 7 and
8 to reflect proper cross-references). For more recent information regarding the Company, please
see the Companys Quarterly Report on Form 10-Q, Current Reports on Form 8-K and other reports and
information filed with or furnished to the Securities and Exchange Commission since March 2, 2009.
Additionally, the Company is including, for information purposes, Financial Statement Schedules III
and IV, which are unchanged from Item 15 of the Form 10-K for the year ended December 31, 2008. The foregoing items are attached as
Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
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12
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Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends |
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23
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Consent of Independent Registered Public Accounting Firm |
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99.1
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Properties |
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Selected Financial Data |
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
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Financial Statements and Supplementary Data |
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Schedule III |
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Schedule IV |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant had
duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
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HEALTH CARE REIT, INC.
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By: |
/s/ GEORGE L. CHAPMAN
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George L. Chapman |
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Its: Chairman of the Board, Chief Executive Officer and President |
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Dated: May 7, 2009