Health Care REIT, Inc. 8-K
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) September 13, 2006
(Exact
name of registrant as specified in its charter)
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Delaware
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1-8923
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34-1096634
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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One
SeaGate, Suite 1500, Toledo, Ohio
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43604
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
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):
[X]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
On
September
13, 2006,
Health
Care REIT, Inc. (the “Company”) announced that it had entered into an agreement
to acquire Windrose Medical Properties Trust (“Windrose”). 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 is attached as Exhibit
99.1 to this Current Report and is incorporated herein by
reference.
Additional
Information and Where to Find It
In
connection with this proposed transaction, a registration statement of the
Company, which will contain a proxy statement/prospectus, will be filed with
the
United States Securities and Exchange Commission (“SEC”). Investors
are urged to carefully read the proxy statement/prospectus and any other
relevant documents filed with the SEC when they become available because they
will contain important information. Investors will be able to obtain the
registration statement, including the proxy statement/prospectus, and all other
relevant documents filed by the Company or Windrose with the SEC free of charge
at the SEC’s Web site www.sec.gov or, with respect to documents filed by the
Company, from Health Care REIT, Inc. Investor Relations at One SeaGate, Suite
1500, P.O. Box 1475, Toledo, Ohio, 43603-1475, 419-247-2800 and, with respect
to
documents filed by Windrose, from Windrose Investor Relations at 3502 Woodview
Trace, Suite 210, Indianapolis, Indiana, 46268, 317-860-8875.
Participants
in the Solicitation
The
respective directors, trustees, executive officers and other members of
management and employees of the Company and Windrose may be deemed to be
participants in the solicitation of proxies from the shareholders of Windrose
in
favor of the transactions. Information about the Company and its directors
and
executive officers, and their ownership of Company securities, is set forth
in
the proxy statement for the Company’s 2006 Annual Meeting of Stockholders, which
was filed with the SEC on March 28, 2006. Information about Windrose and its
trustees and executive officers, and their ownership of Windrose securities,
is
set forth in the proxy statement for the 2006 Annual Meeting of Shareholders
of
Windrose, which was filed with the SEC on April 10, 2006. Additional information
regarding the interests of those persons may be obtained by reading the proxy
statement/prospectus when it becomes available.
| Item
9.01 |
Financial
Statements and Exhibits. |
| 99.1 |
Press
release dated September
13, 2006
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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 and |
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Chief
Executive Officer |
| Dated:
September 13, 2006 |
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