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 of Revised Terms of the Acquisition
of 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"). On May 9,
1995, the Company announced that the Company and FTAC revised the
agreement in principle to eliminate the previously proposed stock
purchase and loan arrangement and to decrease the overall number of
shares issuable in connection with the transaction from 383,536
shares to 282,407 shares. Such shares would be issued in
consideration of the acquisition. Under the revised agreement, the
Company intends to account for the acquisition under the pooling of
interests method of accounting. As previously announced, each of
Messrs. Thompson and Wolfe would enter into five-year service
agreements.
It is anticipated that the revised transaction will now occur in
the third quarter of 1995.
Further information is set forth in the Company's press release
dated May 9, 1995 attached hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
(1) Press Release dated May 9, 1995
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
---------------------------------
Bruce G. Thompson
Its: Chairman and Chief
Executive Officer
Dated: May 12, 1995
EXHIBIT INDEX
Designation
Number Under
Item 601 of
Exhibit No. Regulation S-K Description Page #
- - ---------- -------------- -------------------- ------
1 21 Press Release dated 5
May 9, 1995
F O R I M M E D I A T E R E L E A S E
PRESS RELEASE
May 9, 1995
For more information contact:
Erin Ibele (419) 247-2800
Robert Pruger (419) 247-2800
Toledo, Ohio, May 9, 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
revised terms of 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 of the Company.
On February 6, 1995, the Company announced that its Board of
Directors approved in principle the acquisition of FTAC. Since
that time, the Company and FTAC have revised the terms of the
agreement in principle to eliminate the previously proposed stock
purchase and loan arrangement and to decrease the overall number of
shares issuable in connection with the transaction from 383,536
shares to 282,407 shares. Such shares would be issued in
consideration of the acquisition. Under the revised agreement, the
Company intends to account for the acquisition under the pooling of
interests method of accounting.
As previously announced, each of Messrs. Thompson and Wolfe would
enter into five-year service agreements whereby Mr. Thompson would
continue for two years as Chief Executive Officer for the Company
and as a consultant for three years thereafter, and Mr. Wolfe would
serve as a consultant for five years. Each of Messrs. Thompson and
Wolfe would also enter into five-year non-compete agreements with
the Company.
The transactions described above are subject to definitive
agreements, stockholder approval and other customary conditions.
The transactions are also subject to the accounting of the
acquisition under the pooling of interests method. It is
anticipated that the revised transaction will now occur in the
third quarter of 1995.
Health Care REIT, Inc. is a real estate investment trust which
invests in health care facilities, primarily nursing homes. The
Company also invests in assisted living and retirement facilities,
behavioral care facilities, specialty care hospitals, and primary
care facilities.
