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SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
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<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
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HEALTHCARE REIT, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXX, VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Not Applicable
(2) Aggregate number of securities to which transaction applies:
Not Applicable
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
Not Applicable
(4) Proposed maximum aggregate value of transaction:
Not Applicable
(5) Total fee paid:
Not Applicable
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
Not Applicable
(2) Form, Schedule or Registration Statement No.:
Not Applicable
(3) Filing Party:
Not Applicable
(4) Date Filed:
Not Applicable
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HEALTH CARE REIT, INC.
One SeaGate
Suite 1950
Toledo, Ohio 43604
October 6, 1995
Dear Health Care REIT, Inc. Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the
"Annual Meeting") of Health Care REIT, Inc. (the "Company") to be held on
Tuesday, November 28, 1995, at 10:00 a.m. in the Auditorium of One SeaGate,
Toledo, Ohio. At the Annual Meeting, stockholders will be asked to consider and
vote on four proposals.
First, you will be asked to consider and vote upon a proposal to approve
the merger of First Toledo Advisory Company (the "Management Company") with and
into the Company (the "Merger") pursuant to an Agreement and Plan of Merger
dated as of May 10, 1995, amended and restated effective as of September 5, 1995
(the "Revised Merger Agreement"), between the Company and the Management
Company. Pursuant to the Revised Merger Agreement, the outstanding shares of
common stock of the Management Company will be converted into 282,407 shares of
common stock, par value $1.00 per share, of the Company. THE MERGER IS MORE
COMPLETELY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AND A COPY OF THE
MERGER AGREEMENT IS ATTACHED AS APPENDIX I THERETO.
You will also be asked to consider and vote upon (i) a proposal to approve
the 1995 Health Care REIT, Inc. Stock Incentive Plan, (ii) the election of three
Directors for a term of three years, and (iii) the ratification of the
appointment of Ernst & Young, LLP as independent auditors for the year 1995. THE
1995 HEALTH CARE REIT, INC. STOCK INCENTIVE PLAN IS MORE COMPLETELY DESCRIBED IN
THE ACCOMPANYING PROXY STATEMENT, AND A COPY OF THE PLAN IS ATTACHED AS APPENDIX
II THERETO.
A special committee consisting of independent directors of the Company
negotiated the terms of the Merger. In this connection, the Special Committee
retained Alex. Brown & Sons Incorporated ("Alex. Brown") to act as its financial
advisor. Alex. Brown has rendered its opinion, dated August 28, 1995, that as of
the date of the opinion, the consideration to be paid by the Company in the
Merger is fair, from a financial point of view, to the Company. The written
opinion of Alex. Brown is included as Appendix III to the accompanying Proxy
Statement and should be read carefully by stockholders. The Special Committee
has unanimously recommended to the Company's Board of Directors that the Merger
Agreement be approved.
BOTH THE SPECIAL COMMITTEE AND THE COMPANY'S BOARD OF DIRECTORS HAVE
DETERMINED THE MERGER TO BE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY AND
ITS STOCKHOLDERS, HAVE APPROVED THE MERGER AGREEMENT AND THE MERGER, AND
RECOMMEND A VOTE FOR APPROVAL OF THE MERGER.
You should carefully read the accompanying Notice of Annual Meeting of
Stockholders and the Proxy Statement for details of the Merger and additional
related information.
We appreciate the support of our stockholders as we move towards
accomplishing our goal of becoming self-administered. Additionally, we
appreciate your patience regarding the delay in holding this year's Annual
Meeting.
Sincerely,
HEALTH CARE REIT, INC.
George L. Chapman
President
