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):
February 6, 1995
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 1950, 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
This Instrument contains 5 pages.
The Exhibit Index is located on page 4.
ITEM 5. OTHER EVENTS.
Approval in Principle to Acquire First Toledo Advisory Company.
On February 6, 1995, Health Care REIT, Inc. (the "Company")
announced that its Board of Directors had approved in principle the
acquisition of First Toledo Advisory Company ("FTAC").
Under the terms of the agreement, 215,154 shares of common stock
would be issued for the acquisition of FTAC. Additionally, Messrs.
Thompson and Wolfe would purchase 168,382 shares of stock at $21.38
per share with funds loaned by the Company. It was noted that the
number of shares issued could be adjusted under certain
circumstances.
Messrs. Wolfe and Thompson will each enter into five-year service
agreements. The service agreement with Mr. Thompson would provide
for two years continued service as Chief Executive Officer of the
Company and consulting services thereafter, and the service
agreement with Mr. Wolfe would provide for five years of consulting
services.
Further information is set forth in the Company's press release
dated February 6, 1995 attached hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
Exhibit No. Description
1. Press Release dated February 6,
1995 of Registrant announcing
the approval in principle of the
acquisition of First Toledo
Advisory Company.
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/ BRUCE G. THOMPSON
Its: Chairman of the Board and
Chief Executive Officer
Dated: February 13, 1995
EXHIBIT INDEX
Designation
Number Under
Item 601 of
Exhibit No. Regulation S-K Description Page #
1. 21 Press Release dated 5
February 6, 1995 of
Registrant announcing
the approval in principle
of the acquisition of
First Toledo Advisory
Company.
F O R I M M E D I A T E R E L E A S E
PRESS RELEASE
February 6, 1995
For more information contact:
Erin Ibele (419) 247-2800
Robert Pruger (419) 247-2800
Toledo, Ohio, February 6, 1995 (NYSE/HCN)....Health Care REIT, Inc.
(the "Company") announced today that its Board of Directors, acting
on a recommendation of a special committee thereof, had approved in
principle the acquisition of First Toledo Advisory Company
("FTAC"). FTAC currently serves as the manager of the Company and
is owned by Bruce G. Thompson, Chairman and Chief Executive
Officer, and Frederic D. Wolfe, President.
The agreement in principle contemplates that the Company would
issue 215,154 shares of common stock as consideration for the
acquisition of FTAC, subject to adjustment under certain
circumstances. In connection with the closing of the acquisition,
each of Messrs. Thompson and Wolfe would enter into five-year
service agreements and would purchase 168,382 shares of Company
common stock at a price of $21.38 per share with funds loaned by
the Company. The service agreement with Mr. Thompson would provide
for two years continued service as Chief Executive Officer of the
Company and for consulting services thereafter, and the service
agreement with Mr. Wolfe would provide for five years of consulting
services. Under the stock purchase and loan arrangements, 20% of
each loan could be forgiven each year if continued service and
stock price performance tests are met. Any remaining balance of
the loan would be repaid at the end of the five-year period. The
stock price performance test would require a cumulative $5 increase
in the Company stock price from the current level during the five-
year period.
The transactions described above are subject to definitive
agreements, stockholder approval and other customary conditions.
It is anticipated that the closing would occur in the second
quarter of 1995 shortly after the Company's annual stockholders'
meeting if stockholders approve the transaction.
Health Care REIT, Inc. is the first real estate investment trust to
specialize in financing health care facilities, primarily nursing
homes. The Company also invests in assisted living and retirement
facilities, rehabilitation centers, primary care facilities, and
behavioral care facilities.
