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) November 29, 2005
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
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43604 |
(Address of principal executive offices)
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(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))
TABLE OF CONTENTS
Item 7.01
Regulation FD Disclosure.
On
November 29, 2005, the Company announced an offering of
$300 million 6.20% senior unsecured notes due June 1, 2016.
The press release issued by the Company in connection with the
announcement is furnished herewith as Exhibit 99.1 to this
Current Report.
Item 8.01 Other Events.
On November 29, 2005, in connection with the Companys Registration Statement on Form S-3/A (File
No. 333-120917), declared effective May 24, 2005, the Company entered into an Underwriting
Agreement with Banc of America Securities LLC, Deutsche Bank Securities Inc. and UBS Securities
LLC, as representatives of the several underwriters, for an offering
of $300 million 6.20% senior
unsecured notes due June 1, 2016.
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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1.1
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Underwriting Agreement |
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4.1
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Supplemental Indenture No. 5 (to Indenture dated as of September 6, 2002) |
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5
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Opinion of Shumaker, Loop & Kendrick, LLP |
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8
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Tax Opinion of Arnold & Porter LLP |
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12.1
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Statement Regarding Computation of Ratio of Earnings to Fixed Charges (Unaudited) |
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23.1
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Consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion as an exhibit to this
Form 8-K is included in their opinion filed herewith as Exhibit 5 |
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25.1
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Statement of Eligibility of Trustee |
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99.1
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Press release dated November 29, 2005 |
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:
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/s/ GEORGE L. CHAPMAN |
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George L. Chapman
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Its: Chairman of the Board and Chief Executive Officer
Dated: November 30, 2005