As filed with the Securities and Exchange Commission
on December 8, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________
HEALTH CARE REIT, INC.
(Exact name of Registrant as specified in governing instrument)
DELAWARE 34-1096634
(State of incorporation) (IRS Employer Identification No.)
One SeaGate, Suite 1950
Toledo, Ohio 43604
Telephone: 419-247-2800
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
BRUCE G. THOMPSON
Chairman of the Board of Directors
Health Care REIT, Inc.
One SeaGate, Suite 1950
Toledo, Ohio 43604
Telephone: 419-247-2800
Copy to :
Mary Ellen Pisanelli, Esquire
Shumaker, Loop & Kendrick
North Courthouse Square
1000 Jackson
Toledo, Ohio 43624
(419) 241-9000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement as determined by the Registrant.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans,
please check the following box.
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. XX
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration number of the earlier effective registration statement
for the same offering.
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration number of the earlier
registration statement for the same offering.
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box.
______________________
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Shares Proposed Maximum Aggregate Amount of
to be Amount to be Offering Price Offering Price Registration
Registered (1) Registered Per Share (2) (3) (4) Fee (3)
- ------------- ------------ ---------------- ---------------- ----------
Debt Securities
(5)
Preferred Stock,
$1.00 par value,
Depositary Shares
Common Stock,
$1.00 par value
(6)
Warrants
Total $200,000,000 $200,000,000 $68,966
(1) Any securities registered hereunder may be sold separately or
as units with other securities registered hereunder. Subject to
Footnote (4), there are being registered hereunder an indeterminate
principal amount of Debt Securities, Preferred Stock, Common Stock
and Warrants as may be sold from time to time by the Registrant.
This Registration Statement also covers contracts that may be
issued by the Registrant under which the counterparty may be
required to purchase Debt Securities, Preferred Stock, Common Stock
or Warrants. Such contracts would be issued with Debt Securities,
Preferred Stock, Common Stock or Warrants. There are also being
registered hereunder an indeterminate principal amount of Debt
Securities, Preferred Stock, Common Stock and Warrants as may be
issuable upon conversion or exchange of Debt Securities, Preferred
Stock or Warrants pursuant to antidilution provisions thereof.
(2) The proposed maximum offering price per unit will be
determined form time to time by the Registrant in connection with
the issuance by the Registrant of the securities registered
hereunder.
(3) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(o). In no event will the
aggregate initial offering price of the Debt Securities, Preferred
Stock, Common Stock and Warrants issued under this Registration
Statement exceed $200,000,000.
(4) No separate consideration will be received for (i) Debt
Securities, shares of Common Stock or Preferred Stock that are
issued upon conversion of Debt Securities or Preferred Stock or
(ii) Debt Securities, shares of Common Stock or Preferred Stock
that are issued upon exercise of Warrants registered hereby.
(5) If any such Debt Securities are issued at an original issue
discount, then the offering price shall be in such greater
principal amount as shall result in an aggregate initial offering
price of up to $200,000,000.
(6) This Registration Statement also covers Preferred Stock
Purchase Rights under the Registrant's Preferred Stock Purchase
Rights Plan, which are attached to and tradeable only with the
shares of Common Stock registered hereby. No registration fees are
required for such shares and such rights because they will be
issued for no additional consideration.
The Registrant hereby amends this Registration Statement
on such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall
become effective on such date as the Securities and Commission,
acting pursuant to said Section 8(a), may determine.
PROSPECTUS
HEALTH CARE REIT, INC.
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
Health Care REIT, Inc. (the "Company") intends to issue
from time to time, in one or more series, its (i) unsecured and
senior or subordinated debt securities ("Debt Securities"); (ii)
shares or fractional shares of preferred stock, $1.00 par value
("Preferred Stock"); (iii) shares of common stock, $1.00 par value
("Common Stock"); and (iv) warrants ("Warrants") to purchase Debt
Securities, Preferred Stock or Common Stock ("Warrants"). The Debt
Securities, the Preferred Stock, the Common Stock and the Warrants
offered hereby (collectively, the "Offered Securities") may be
offered, separately or as units with other offered securities, in
separate series and amounts at prices and on terms to be determined
at the time of sale and to be set forth in a supplement to this
Prospectus (a "Prospectus Supplement"), at an aggregate initial
public offering price not to exceed $200,000,000, on terms to be
determined at the time of sale.
The specific terms of the Offered Securities will be set
forth in the applicable Prospectus Supplement and will include,
where applicable, (i) in the case of Debt Securities, the specific
designation, aggregate principal amount, denomination, maturity,
priority, interest rate, time of interest, terms of redemption at
the option of the Company or repayment at the option of the holder
or for sinking fund payments, terms for conversion into or exchange
for other Offered Securities and the initial public offering price;
(ii) in the case of Preferred Stock, the series designation, the
number of shares, the dividend, liquidation, redemption,
conversion, voting and other rights and the initial public offering
price; (iii) in the case of Common Stock, the specific number of
shares and the initial public offering price; (iv) in the case of
Warrants, the number and terms thereof, the designation and the
number of Offered Securities issuable upon their exercise, the
exercise price, any listing of the Warrants or the underlying
Offered Securities on a securities exchange and any other terms in
connection with the offering, sale and exercise; and, (v) in the
case of all Offered Securities, whether such Offered Securities
will be offered separately or as a unit with other Offered
Securities. In addition, such specific terms may include
limitations on direct or beneficial ownership and restrictions on
transfer of the Offered Securities, in each case as may be
appropriate to preserve the status of the Company as a qualified
real estate investment trust ("REIT") under the Internal Revenue
Code of 1986, as amended (the "Code"). The applicable Prospectus
Supplement will contain information, where applicable, concerning
certain United States Federal income tax considerations relating
to, and any listing on a securities exchange of, the Offered
Securities.
The Offered Securities may be offered directly, through
agents designated from time to time by the Company, or to or
through underwriters or dealers. If any designated agents or
underwriters are involved in the sale of the Offered Securities,
they will be identified and their compensation will be described in
the applicable Prospectus Supplement. See "Plan of Distribution."
Also, the net proceeds to the Company from such sale will be set
forth in the Prospectus Supplement. No Offered Securities may be
sold without the delivery of the applicable Prospectus Supplement
describing such Offered Securities and the method and terms of the
offering thereof.
The shares of Common Stock of the Company are listed on
the New York Stock Exchange under the symbol "HCN." On December 6,
1995, the reported last sale price of the shares of Common Stock on
the New York Stock Exchange was $18.00 per share.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSIONER NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
___________________
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
____________________
The date of this Prospectus is December 8, 1995
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and
other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained
by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549; and at its Regional Offices at Suite 1400, Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and Suite 1300, Seven World Trade Centre, New York,
New York 10048, and can also be inspected and copied at the offices
of the New York Stock Exchange, 20 Broad Street, New York, New
York, 10005. Copies of such material can be obtained from the
public reference section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, upon payment of the prescribed fees.
This Prospectus is part of a Registration Statement on
Form S-3 (together with all amendments and all exhibits, the
"Registration Statement"), filed by the Company with the Commission
under the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus does not contain all the information set
forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules of the Commission. For
further information, reference is made to the Registration
Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31,
1994 and Amendment Nos. 1, 2 and 3 filed with the Commission on
April 26, 1995, June 28, 1995 and September 13, 1995, respectively.
2. Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1995 and Amendment No. 1 filed with the Commission
on September 13, 1995.
3. Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1995 and Amendment No. 1 filed with the Commission
on September 29, 1995.
4. Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1995.
5. Current Reports on Form 8-K filed with the Commission on
February 13, 1995; March 24, 1995; May 12, 1995; and December 8,
1995.
6. All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
termination of the offering of the Securities shall be deemed to be
incorporated herein by reference and to be a part of this
Prospectus from the date of filing of each such document.
Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein, and any
accompanying Prospectus Supplement relating to a specific offering
of Offered Securities or in any other subsequently filed document,
as the case may be, which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus or any accompanying Prospectus Supplement. The Company
will provide on request and without charge to each person to whom
this Prospectus is delivered, upon the oral or written request of
such person, a copy (without exhibits) of any or all documents
incorporated by reference to this Prospectus. Requests for such
copies should be directed to Erin C. Ibele, Vice President and
Corporate Secretary, Health Care REIT, Inc., One SeaGate, Suite
1950, Toledo, Ohio 43604, telephone number (419) 247-2800.
THE COMPANY
Health Care REIT, Inc. (the "Company"), founded in 1970,
is a self-administered real estate investment trust ("REIT") that
invests in health care facilities throughout the United States. It
is the oldest health care REIT in the industry. The Company's
primary focus is on financing long-term care facilities such as
nursing homes, assisted living facilities and retirement centers,
which together comprise approximately 75% of the investment
portfolio. The remainder of the portfolio is diversified and is
comprised of a portfolio of specialty care facilities providing
acute, sub-acute and primary care services.
The Company's objective is to enable stockholders to
participate in health care investments that produce income and
preserve principal. Since its inception, the Company has paid 98
consecutive quarterly dividends.
Effective December 16, 1992, the shares of the common
stock of the Company were listed on the New York Stock Exchange
under the symbol "HCN." The Company was previously listed on the
American Stock Exchange. The Company's executive offices are
located at One SeaGate, Suite 1950, Toledo, Ohio, 43604, and the
telephone number is (419) 247-2800.
USE OF PROCEEDS
Unless otherwise set forth in the applicable Prospectus
Supplement, the net proceeds from the sale of the Offered
Securities will be used to finance, either directly or indirectly,
the Company's investments in health care facilities and will allow
the Company to pursue additional health care property investments
and complete unfunded commitments.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to
fixed charges of the Company for the periods indicated. For
purposes of calculating such ratio, "earnings" includes net income
plus fixed charges. "Fixed charges" consists of interest on all
indebtedness. The Company did not have any Preferred Stock
outstanding for any period presented. Accordingly, the ratio of
earnings to combined fixed charges and preferred stock dividends is
identical to the ratio of earnings to fixed charges for the periods
presented.
Nine Months Ended Year ended December 31,
Sept. 30, --------------------------------
1995 1994 1993 1992 1991 1990
----------------- ---- ---- ---- ---- ----
Consolidated ratio
of earnings to
fixed charges
(unaudited) ........ 2.32 3.58 2.85 3.02 2.19 1.98
DESCRIPTION OF DEBT SECURITIES
General
The Debt Securities may be issued in one or more series
under an Indenture to be executed by the Company and a trustee (the
"Trustee"), a form of which is included as an exhibit to the
Registration Statement of which this Prospectus is a part (the
"Indenture"). The terms of the Debt Securities may include those
stated in the Indenture and those made a part of the Indenture
(before any supplements) by reference to the Trust Indenture Act of
1939, as amended (the "TIA").
The following is a summary of certain provisions of the
Indenture and does not purport to be complete and is qualified in
its entirety by reference to the detailed provisions of the
Indenture, including the definitions of certain terms therein to
which reference is hereby made for a complete statement of such
provisions. Wherever particular provisions or sections of the
Indenture or terms defined therein are referred to herein, such
provisions or definitions are incorporated herein by reference.
Terms
The Debt Securities will be direct, unsecured obligations
of the Company.
The Indenture provides that the Debt Securities may be
issued without limit as to aggregate principal amount, in one or
more series, in each case as established from time to time in or
pursuant to authority granted by a resolution of the Board of
Directors of the Company or as established in one or more
indentures supplemental to such Indenture. Debt Securities may be
issued with terms different from those of Debt Securities
previously issued. All Debt Securities of one series need not be
issued at the same time and, unless otherwise provided, a series
may be reopened, without the consent of the Holders of the Debt
Securities of such series, for issuances of additional Debt
Securities of such series.
The Indenture provides that there may be more than one
Trustee thereunder, each with respect to one or more series of Debt
Securities. Any Trustee under the Indenture may resign or be
removed with respect to one or more series of Debt Securities, and
a successor Trustee may be appointed to act with respect to such
series. In the event that two or more persons are acting as
Trustee with respect to different series of Debt Securities, each
such Trustee shall be a Trustee of a trust under the applicable
Indenture separate and apart from the trust administered by any
other Trustee and, except as other
wise indicated herein, any action described herein to be taken by
the Trustee may be taken by each such Trustee with respect to, and
only with respect to, the one or more series of Debt Securities for
which it is Trustee under the applicable Indenture.
The Prospectus Supplement will describe certain terms of
any Debt Securities offered hereby, including:
(1) the title of such Debt Securities;
(2) the aggregate principal amount of such Debt Securities
and any limit on such principal amount;
(3) the percentage of the principal amount at which such Debt
Securities will be issued and, if other than the principal amount
thereof, the portion of the principal amount payable upon
declaration of acceleration of the maturity thereof, or (if
applicable) the portion of the principal amount of such Debt
Securities that is convertible into Capital Stock of the Company or
the method by which any such portion will be determined;
(4) if convertible, in connection with the preservation of
the Company's status as a REIT, any applicable limitations on the
ownership or transferability of the Capital Stock of the Company
into which such Debt Securities are convertible;
(5) the date or dates, or the method by which such date or
dates will be determined, on which the principal of such Debt
Securities will be payable and the amount of principal payable
thereon;
(6) the rate or rates (which may be fixed or variable) at
which such Debt Securities will bear interest, if any, or the
method by which such rate or rates will be determined, the date or
dates from which such interest will accrue or the method by which
such date or dates will be determined, the Interest Payment Dates
on which any such interest will be payable and the Regular Record
Dates for such Interest Payment Dates, or the method by which such
Dates will be determined, and the basis upon which interest will be
calculated if other than that of a 360-day year consisting of
twelve 30-day months;
(7) the place or places where the principal of (and premium
or Make-Whole Amount as defined in the Indenture, if any),
interest, if any, and Additional Amounts, if any, payable in
respect of, such Debt Securities will be payable, where such Debt
Securities may be surrendered for registration of, transfer or
exchange and where notices or demands to or upon the Company in
respect of such Debt Securities and the applicable Indenture may be
served;
(8) the period or periods within which, the price or prices
(including premium or Make-Whole Amount, if any) at which, the
currency or currencies, currency unit or units or composite
currency or currencies in which and other terms and conditions upon
which such Debt Securities may be redeemed in whole or in part, at
the option of the Company, if the Company is to have the option;
(9) the obligation, if any, of the Company to redeem, repay
or purchase such Debt Securities pursuant to any sinking fund or
analogous provision or at the option of a Holder thereof, and the
period or periods within which or the date or dates on which, the
price or prices at which, the currency or currencies, currency unit
or units or composite currency or currencies in which, and other
terms and conditions upon which such Debt Securities will be
redeemed, repaid or purchased, in whole or in part, pursuant to
such obligation;
(10) whether such Debt Securities will be in registered or
bearer form and terms and conditions relating thereto, and, if
other than $1,000 and any integral multiple thereof, the
denominations in which any registered Debt Securities will be
issuable and, if other than $1,000 the denomination or
denominations in which any bearer Debt Securities will be issuable;
(11) if other than United States dollars, the currency or
currencies in which such Debt Securities will be denominated and
payable, which may be a foreign currency or units of two or more
foreign currencies or a composite currency or currencies;
(12) whether the amount of payments of principal (and premium
or Make-Whole Amount, if any) or interest, if any, on such Debt
Securities may be determined with reference to an index, formula or
other method (which index, formula or method may be based, without
limitation, on one or more currencies, currency units, composite
currencies, commodities, equity indices or other indices), and the
manner in which such amounts will be determined;
(13) whether the principal of (and premium or Make-Whole
Amount, if any) or interest or Additional Amounts, if any, on such
Debt Securities are to be payable, at the election of the Company
or a Holder thereof, in a currency or currencies, currency unit or
units or composite currency or currencies other than that in which
such Debt Securities are denominated or stated to be payable, the
period or periods within which, and the terms and conditions upon
which, such election may be made, and the time and manner of, and
identity of the exchange rate agent with responsibility for,
determining the exchange rate between the currency or currencies,
currency unit or units or composite currency or currencies in which
such Debt Securities are denominated or stated to be payable and
the currency or currencies, currency unit or units or composite
currency or currencies in which such Debt Securities are to be so
payable;
(14) provisions, if any, granting special rights to the
Holders of such Debt Securities upon the occurrence of such events
as may be specified;
(15) any deletions from, modifications of or additions to the
Events of Default or covenants of the Company with respect to such
Debt Securities, whether or not such Events of Default or covenants
are consistent with the Events of Default or covenants set forth in
the applicable Indenture;
(16) whether such Debt Securities will be issued in
certificated or book-entry form;
(17) the applicability, if any, of the defeasance provisions
of the applicable Indenture;
(18) whether and under what circumstances the Company will
pay Additional Amounts as contemplated in the applicable Indenture
on such Debt Securities in respect of any tax, assessment or
governmental charge and, if so, whether the Company will have the
option to redeem such Debt Securities rather than pay such
Additional Amounts (and the terms of any such option); and
(19) any other terms of such Debt Securities not inconsistent
with the provisions of the applicable Indenture.
The Debt Securities may provide for less than the entire
principal amount thereof to be payable upon declaration of
acceleration of the maturity thereof ("Original Issue Discount
Securities"). Special United States federal income tax, accounting
and other considerations applicable to Original Issue Discount
Securities will be described in the applicable Prospectus
Supplement.
Conversion Rights
(1) The terms, if any, on which Debt Securities of any series
may be converted into shares of Common Stock or Debt Securities of
another series will be set forth in the Prospectus Supplement
relating thereto. To protect the Company's status as a REIT, the
holders of Debt Securities of any series ("Holders") may not
convert any Debt Security, and such Debt Security shall not be
convertible by any Holder, if as a result of such conversion any
person would then be deemed to beneficially own, directly or
indirectly, 9.8% or more of the then outstanding shares of Common
Stock.
(2) The conversion price will be subject to adjustment under
certain conditions, including (a) the payment of dividends (and
other distributions) in shares of Common Stock; (b) subdivisions,
combinations and reclassifications of shares of Common Stock; (c)
the issuance to all or substantially all holders of shares of
Common Stock of rights or warrants entitling them to subscribe for
or purchase shares of Common Stock at a price per share (or having
a conversion price per share of Common Stock) less than the then
current market price; and (iv) distributions to all or
substantially all holders of shares of Common Stock or shares of
any other class, of evidences of indebtedness or assets (including
securities, but excluding those rights, warrants, dividends and
distributions referred to above and dividends and distributions not
prohibited under the terms of the Indenture) of the Company,
subject to the limitation that all adjustments by reason of any of
the foregoing would not be made until they result in a cumulative
change in the conversion price of at least 1%. In the event the
Company shall effect any capital reorganization or reclassification
of its shares of Common Stock or shall consolidate or merge with or
into any trust or corporation (other than a consolidation or merger
in which the Company is the surviving entity) or shall sell or
transfer substantially all its assets to any other trust or
corporation, the Holders shall, if entitled to convert such Debt
Securities at any time after such transaction, receive upon
conversion thereof, in lieu of each share of Common Stock into
which the Debt Securities of such series would have been
convertible prior to such transaction, the same kind and amount of
stock and other securities, cash or property as shall have been
issuable or distributable in connection with such transaction with
respect to each share of Common Stock.
(3) A conversion price adjustment made according to the
provisions of the Debt Securities of any series (or the absence of
provision for such an adjustment) might result in a constructive
distribution to the Holders of Debt Securities of such series or
holders of shares of Common Stock that would be subject to taxation
as a dividend. The Company may, at its option, make such
reductions in the conversion price, in addition to those set forth
above, as the Board of Directors of the Company deems advisable to
avoid or diminish any income tax to holders of shares of Common
Stock resulting from any dividend or distribution of shares of
Common Stock (or rights to acquire shares of Common Stock) or from
any event treated as such for income tax purposes or for any other
reason. The Board of Directors will also have the power to resolve
any ambiguity or correct any error in the provisions relating to
the adjustment of the conversion price of the Debt Securities of
such series and its actions in so doing shall be final and
conclusive.
(4) Fractional shares of Common Stock will not be issued upon
conversion, but, in lieu thereof, the Company will pay a cash
adjustment based upon market price.
(5) The Holders of Debt Securities of any series at the close
of business on an interest payment record date shall be entitled to
receive the interest payable on such Debt Securities on the
corresponding interest payment date notwithstanding the conversion
thereof. However, Debt Securities surrendered for conversion
during the period from the close of business on any record date for
the payment of interest to the opening of business on the
corresponding interest payment date must be accompanied by payment
of an amount equal to the interest payable on such interest payment
date. Holders of Debt Securities of any series who convert Debt
Securities of such series on an interest payment date will receive
the interest payable by the Company on such date and need not
include payment in the amount of such interest upon surrender of
such Debt Securities for conversion.
CERTAIN COVENANTS
Merger, Consolidation or Sale.
------------------------------
The Company may consolidate with, or sell, lease or
convey all or substantially all of its assets to, or merge with or
into, any other entity, provided that (a) either the Company shall
be the continuing entity, or the successor entity (if other than
the Company) formed by or resulting from any such consolidation or
merger or which shall have received the transfer of such assets is
a Person organized and existing under the laws of the United States
or any State thereof and shall expressly assume payment of the
principal of (and premium or Make-Whole Amount, if any) and
interest on all of the Debt Securities and the due and punctual
performance and observance of all of the covenants and conditions
contained in each Indenture; (b) immediately after giving effect to
such transaction and treating any indebtedness which becomes an
obligation of the Company or any Subsidiary as a result thereof as
having been incurred by the Company or such Subsidiary at the time
of such transaction, no Event of Default under an Indenture, and no
event which, after notice or the lapse of time, or both, would
become such an Event of Default, shall have occurred and be
continuing; and (c) an Officers' Certificate and legal opinion
covering such conditions shall be delivered to the Trustee.
Optional Redemption.
--------------------
The Debt Securities of any series that are convertible
into shares of Common Stock will be subject to redemption, in whole
or from time to time in part, at any time for certain reasons
intended to protect the Company's status as a REIT at the option of
the Company on at least 30 days' prior notice by mail at a
redemption price equal to 100% of the principal amount, plus
interest accrued to the date of redemption. See DESCRIPTION OF
CAPITAL STOCK - "Redemption and Restrictions on Transfer."
Dividends, Distributions and Acquisitions.
------------------------------------------
The Indenture provides that the Company will not (a)
declare or pay any dividend or make any distribution on its shares
of Common Stock or to holders of its shares of Common Stock (other
than dividends or distributions payable in its shares of Common
Stock or other than as the Company determines is necessary to
maintain its status as a REIT) or (b) purchase, redeem or otherwise
acquire or retire for value any of its shares of Common Stock or
permit any subsidiary to do so, if at the time of such action an
Event of Default (as defined in the Indenture) has occurred and is
continuing or would exist immediately after giving effect to such
action.
Additional Covenants.
---------------------
Any additional covenants of the Company with respect to
a series of the Debt Securities will be set forth in the Prospectus
Supplement relative thereto.
Modification of the Indentures
Modifications and amendments of the Indenture may be made
with the consent of the Holders of not less than a majority in
principal amount of all Outstanding Debt Securities issued under
such Indenture that are affected by such modification or amendment;
provided, however, that no such modification or amendment may,
without the consent of the Holder of each such Debt Security
affected thereby, (a) change the Stated Maturity of the principal
of (or premium or Make-Whole Amount, if any), or any installment of
principal of or interest or Additional Amounts payable on, any such
Debt Security; (b) reduce the principal amount of, or the rate or
amount of interest on, or any premium or Make-Whole Amount payable
on redemption of, or any Additional Amounts payable with respect
to, any such Debt Security, or reduce the amount of principal of an
Original Issue Discount Security or Make-Whole Amount, if any, that
would be due and payable upon declaration of acceleration of the
maturity thereof or would be provable in bankruptcy, or adversely
affect any right of repayment of the Holder of any such Debt
Security; (c) change the Place of Payment, or the coin or currency,
for payment of principal of (and premium or Make-Whole Amount, if
any), or interest on, or any Additional Amounts payable with
respect to, any such Debt Security; (d) impair the right to
institute suit for the enforcement of any payment on or with
respect to any such Debt Security; (e) reduce the percentage of
Outstanding Debt Securities of any series necessary to modify or
amend the applicable Indenture, to waive compliance with certain
provisions thereof or certain defaults and consequences thereunder
or to reduce the quorum or voting requirements set forth in the
Indenture; or (f) modify any of the foregoing provisions or any of
the provisions relating to the waiver of certain past defaults or
certain covenants, except to increase the required percentage to
effect such action or to provide that certain other provisions may
not be modified or waived without the consent of the Holder of such
Debt Security.
The Holders of not less than a majority in principal
amount of Outstanding Debt Securities issued under the Indenture
have the right to waive compliance by the Company with certain
covenants in the Indenture.
Events of Default, Notice and Waiver
The Indenture provides that the following events are
"Events of Default" with respect to any series of Debt Securities
issued thereunder: (a) default for 30 days in the payment of any
installment of interest or Additional Amounts payable on any Debt
Security of such series; (b) default in the payment of the
principal of (or premium or Make-Whole Amount, if any, on) any Debt
Security of such series at its Maturity; (c) default in making any
sinking fund payment as required for any Debt Security of such
series; (d) default in the performance of any other covenant of the
Company contained in the Indenture (other than a covenant added to
the Indenture solely for the benefit of a series of Debt Securities
issued thereunder other than such series), continued for 60 days
after written notice as provided in the Indenture; (e) default
under any bond, debenture, note, mortgage, indenture or instrument
under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by the Company (or by
any Subsidiary, the repayment of which the Company has guaranteed
or for which the Company is directly responsible or liable as
obligor or guarantor) having an aggregate principal amount
outstanding of at least $10,000,000, whether such indebtedness now
exists or shall hereafter be created, which default shall have
resulted in such indebtedness being declared due and payable prior
to the date on which it would otherwise have become due and
payable, without such acceleration having been rescinded or
annulled within 10 days after written notice as provided in the
Indenture; (f) the entry by a court of competent jurisdiction of
one or more judgments, orders or decrees against the Company or any
Subsidiary in an aggregate amount (excluding amounts fully covered
by insurance) in excess of $10,000,000 and such judgments, orders
or decrees remain undischarged, unstayed and unsatisfied in an
aggregate amount (excluding amounts fully covered by insurance) in
excess of $10,000,000 for a period of 30 consecutive days; (g)
certain events of bankruptcy, insolvency or reorganization, or
court appointment of a receiver, liquidator or trustee of the
Company or any Significant Subsidiary or for all or substantially
all of either of its property; and (h) any other Event of Default
provided with respect to such series of Debt Securities. The term
"Significant Subsidiary" means each significant subsidiary as
defined in Regulation S-X promulgated under the Securities Act of
the Company.
If an event of Default under the Indenture with respect
to Debt Securities of any series at the time outstanding occurs and
is continuing, then in every such case the Trustees or Holders of
not less than 25% in principal amount of the Outstanding Debt
Securities of that series may declare the principal amount (or, if
the Debt Securities of that series are Original Issue Discount
Securities or Indexed Securities, such portion of the principal
amount as may be specified in the terms thereof) of, and premium or
Make-Whole Amount, if any, on, all of the Debt Securities of that
series to be due and payable immediately by written notice thereof
to the Company and to the Trustee if given by the Holders.
However, at any time after such declaration of acceleration with
respect to Debt Securities of such series (or of all Debt
Securities then Outstanding under the applicable Indenture, as the
case may be) has been made, but before a judgment or decree for
payment of the money due has been obtained by the Trustee, the
Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of such series (or of all Debt
Securities then Outstanding under the applicable Indenture, as the
case may be) may rescind and annul such declaration and its
consequences if (a) the Company shall have deposited with the
Trustee all required payments of the principal of (and premium or
Make-Whole Amount, if any) and interest, and any Additional
Amounts, on the Debt Securities of such series (or of all Debt
Securities then Outstanding under the applicable Indenture, as the
case may be), plus certain fees, expenses, disbursements and
advances of the Trustee and (b) all Events of Default, other than
the nonpayment of accelerated principal (or specified portion
thereof and the premium or Make-Whole Amount, if any) or interest,
with respect to the Debt Securities of such series (or of all Debt
Securities then Outstanding under the applicable Indenture, as the
case may be) have been cured or waived as provided in the
Indenture. The Indenture also provides that the Holders of not
less than a majority in principal amount of the Outstanding Debt
Securities of any series (or of all Debt Securities then
Outstanding under the applicable Indenture, as the case may be) may
waive any past default with respect to such series and its
consequences, except a default (i) in the payment of the principal
of (or premium or Make-Whole Amount, if any) or interest or
Additional Amounts payable on any Debt Security of such series or
(ii) in respect of a covenant or provision contained in the
applicable Indenture that cannot be modified or amended without the
consent of the Holder of each Outstanding Debt Security affected
thereby.
A Trustee is required to give notice to the Holders of
Debt Securities within 90 days of a default under the applicable
Indenture; provided, however, that a Trustee may withhold notice to
the Holders of any series of Debt Securities of any default with
respect to such series (except a default in the payment of the
principal of (or premium or Make-Whole Amount, if any) or interest
or Additional Amounts payable on any Debt Security of such series
or in the payment of any sinking fund installment in respect of any
Debt Security of such series) if the Responsible Officers of such
Trustee consider such withholding to be in the interest of such
Holders.
The Indenture provides that no Holders of Debt Securities
of any series may institute any proceedings, judicial or otherwise,
with respect to such Indenture or for any remedy thereunder, except
in the case of failure of the Trustee, for 60 days, to act after it
has received a written request to institute proceedings in respect
of an Event of Default from the Holders of not less than 25% in
principal amount of the Outstanding Debt Securities of such series,
as well as an offer of reasonable indemnity. This provision will
not prevent, however, any Holder of Debt Securities from
instituting suit for the enforcement of payment of the principal of
(and premium or Make-Whole Amount, if any), interest on and
Additional Amounts payable with respect to, such Debt Securities at
the respective due dates thereof.
Book-Entry System
The Debt Securities of a series may be issued in whole or
in part in the form of one or more global securities ("Global
Securities") that will be deposited with, or on behalf of a
depository (the "Depository") identified in the Prospectus
Supplement relating to such series. Global Securities may be
issued in fully registered form and may be issued in either
temporary or permanent form. Unless and until it is exchanged in
whole or in part for the individual Debt Securities represented
thereby, a Global Security may not be transferred except as a whole
by the Depository for such Global Security to a nominee of such
Depository or by a nominee of such Depository to such Depository or
another nominee of such Depository or by such Depository or any
nominee of such Depository to a successor Depository or any nominee
of such successor.
The specific terms of the depository arrangement with
respect to a series of Debt Securities will be described in the
Prospectus Supplement relating to such series. The Company expects
that unless otherwise indicated in the applicable Prospectus
Supplement, the following provisions will apply to depository
arrangements.
Upon the issuance of a Global Security, the Depository
for such Global Security or its nominee will credit on its book-
entry registration and transfer system the respective principal
amounts of the individual Debt Securities represented by such
Global Security to the accounts of persons that have accounts with
such Depository ("Participants"). Such accounts shall be
designated by the underwriters, dealers or agents with respect to
such Debt Securities or by the Company if such Debt Securities are
offered directly by the Company. Ownership of beneficial interests
in such Global Security will be limited to Participants or persons
that may hold interests through Participants. Ownership of
beneficial interests in such Global Security will be shown on, and
the transfer of that ownership will be effected only through,
records maintained by the Depository for such Global Security or
its nominee (with respect to beneficial interests of Participants)
and records of Participants (with respect to beneficial interests
of persons who hold through Participants). The laws of some states
require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and
laws may impair the ability to own, pledge or transfer beneficial
interest in a Global Security.
So long as the Depository for a Global Security or its
nominee is the registered owner of such Global Security, such
Depository or such nominee, as the case may be, will be considered
the sole owner or holder of the Debt Securities represented by such
Global Security for all purposes under the applicable Indenture.
Except as described below or in the applicable Prospectus
Supplement, owners of beneficial interest in a Global Security will
not be entitled to have any of the individual Debt Securities
represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of any such
Debt Securities in definitive form and will not be considered the
owners or holders thereof under the applicable Indenture.
Payments of principal of, any premium or Make-Whole
Amount and any interest on, or any Additional Amounts payable with
respect to, individual Debt Securities represented by a Global
Security registered in the name of a Depository or its nominee will
be made to the Depository or its nominee, as the case may be, as
the registered owner of the Global Security. None of the Company,
the Trustee, any Paying Agent or the Security Registrar for such
Debt Securities will have any responsibility or liability for any
aspect of the records relating to or payments made on account of
beneficial ownership interests in the Global Security for such Debt
Securities or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
The Company expects that the Depository for any Debt
Securities or its nominee, upon receipt of any payment of
principal, premium, Make-Whole Amount, interest or Additional
Amounts in respect of the Global Security representing such Debt
Securities will immediately credit Participants' accounts with
payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security as shown
on the records of such Depository or its nominee. The Company also
expects that payments by Participants to owners of beneficial
interests in such Global Security held through such Participants
will be governed by standing instructions and customary practices,
as is the case with securities held for the account of customers in
bearer form or registered in street name. Such payments will be
the responsibility of such Participants.
If a Depository for any Debt Securities is at any time
unwilling, unable or ineligible to continue as depository and a
successor depository is not appointed by the Company within 90
days, the Company will issue individual Debt Securities in exchange
for the Global Security representing such Debt Securities. In
addition, the Company may at any time and in its sole discretion,
subject to any limitations described in the Prospectus Supplement
relating to such Debt Securities, determine not to have any of such
Debt Securities represented by one or more Global Securities and in
such event will issue individual Debt Securities in exchange for
the Global Security or Securities representing such Debt
Securities. Individual Debt Securities so issued will be issued in
denominations of $1,000 and integral multiples thereof.
Governing Law
The Indenture and the Debt Securities will be governed by
and construed in accordance with the laws of the State of Ohio.
DESCRIPTION OF WARRANTS
The Company may issue, together with any other series of
Securities offered or separately, Warrants entitling the holder to
purchase from or sell to the Company, or to receive from the
Company the cash value of the right to purchase or sell, Debt
Securities, shares of Preferred Stock or Common Stock. The
Warrants are to be issued under a Warrant Agreement (each a
"Warrant Agreement") to be entered into between the Company and a
bank or trust company, as warrant agent (the "Warrant Agent"), all
as set forth in the applicable Prospectus Supplement relating to
the particular issue of Warrants. Copies of the form of Warrant
Agreement, including the form of Warrant Certificate representing
the Warrants (the "Warrant Certificates"), are filed as exhibits to
the Registration Statement of which this Prospectus forms a part.
In the case of each series of Warrants, the applicable
Prospectus Supplement will describe the terms of the Warrants being
offered thereby, including the following, if applicable: (a) the
offering price; (b) the currencies in which such Warrants are being
offered; (c) the number of Warrants offered; (d) the securities
underlying the Warrants; (e) the exercise price, the procedures for
exercise of the Warrants and the circumstances, if any, that will
cause the Warrants to be deemed to be automatically exercised; (f)
the date on which the right to exercise the Warrants shall commence
and the date on which such right shall expire; (g) U.S. federal
income tax consequences; and (h) other terms of the Warrants.
Warrants may be exercised at the appropriate office of
the Warrant Agent or any other office indicated in the applicable
Prospectus Supplement. Prior to the exercise of Warrants entitling
the holder to purchase any securities, holders of such Warrants
will not have any of the rights of holders of the securities
purchasable upon such exercise and will not be entitled to payments
made to holders of such securities.
The Warrant Agreements may be amended or supplemented
without the consent of the holders of the Warrants issued
thereunder to effect changes that are not inconsistent with the
provisions of the Warrants and that do not adversely affect the
interests of the holders of the Warrants.
DESCRIPTION OF COMMON STOCK
AND PREFERRED STOCK
General
The Company is authorized to issue 40,000,000 shares of
Common Stock, $1.00 par value per share. The Company had
outstanding 11,723,528 shares of common stock, $1.00 par value per
share (the "Common Stock") on September 30, 1995. The shares
constitute the only class of outstanding voting securities of the
Company.
The Company is authorized to issue 10,000,000 shares of
Preferred Stock, $1.00 par value per share. No shares of Preferred
Stock (the "Preferred Stock") were outstanding on September 30,
1995. The Company has authorized the issuance of 13,000 shares of
Junior Participating Stock, Series A ("Series A Preferred Stock")
which is discussed below.
The following statements with respect to the capital
stock of the Company are subject to detailed provisions of the
Company's Certificate of Incorporation, as amended (the
"Certificate"), and the Company's By-Laws (the "By-Laws") as
currently in effect. These statements do not purport to be
complete, or to give full effect of the terms of the provisions of
statutory or common law, and are subject to, and are qualified in
their entirety by reference to, the terms of the Certificate and
By-Laws which are filed as exhibits to the registration statement.
Series A Preferred Stock
On July 19, 1994, the Board of Directors of the Company
authorized the issuance of one preferred share purchase right (a
"Right") for each outstanding share of Common Stock. Under certain
conditions, each Right may be exercised to purchase one one-
thousandth of a share of Junior Participation Preferred Stock,
Series A, par value $1.00 per share ("Series A Preferred Stock"),
of the Company at a price of $48. The number of Rights outstanding
and Series A Preferred Stock issuable upon exercise, as well as the
Series A Preferred Stock purchase price, are subject to customary
antidilution adjustments.
The Rights are evidenced by the certificates for shares
of Common Stock, and in general are not transferable apart from the
Common Stock or exercisable until after a party has acquired
beneficial ownership of, or made a tender offer for 15% or more of
the outstanding Common Stock of the Company (an "Acquiring
Person"), or the occurrence of other events as specified in a
Rights Agreement between the Company and Chemical Mellon Bank, as
Rights Agent. Under certain conditions as specified in the Rights
Agreement, including but not limited to, the acquisition by a party
of 15% or more of the outstanding Common Stock of the Company, or
the acquisition of the Company in a merger or other business
combination, each holder of a Right (other than an Acquiring
Person, whose Rights will be void) will receive upon exercise
thereof and payment of the exercise price that number of shares of
Common Stock of the Company, or of the other party, as applicable,
having a market value of two times the exercise price of the Right.
The Rights expire on August 5, 2004, and until exercised,
the holder thereof, as such, will have no rights as a stockholder
of the Company. At the Company's option, the Rights may be
redeemed in whole at a price of $.01 per Right at any time prior to
becoming exercisable. In general, the Company may also exchange
the Rights at a ratio of one share of Common Stock per Right after
becoming exercisable but prior to the acquisition of 50% or more of
the outstanding shares of Common Stock by any party.
Series A Preferred Stock issuable upon exercise of the
Rights will not be redeemable. Each share of Series A Preferred
Stock will have 1,000 votes and will be entitled to (a) a minimum
preferential quarterly dividend payment equal to the greater of
$25.00 per share or 1,000 times the amount of the dividends per
share paid on the Common Stock, (b) a liquidation preference in an
amount equal to the greater of $100 or 1,000 times the amount per
share paid on the Common Stock, and (c) a payment in connection
with a business combination (in which shares of Common Stock are
exchanged) equal to 1,000 times the amount per share paid on the
Common Stock.
Common Stock
Holders of the shares of Common Stock are entitled to
receive dividends when declared by the Board of Directors and after
payment of, or provision for, full cumulative dividends on and any
required redemptions of shares of Preferred Stock then outstanding.
Holders of the shares of Common Stock have one vote per share and
noncumulative voting rights, which means that holders of more than
50% of the shares of voting Common Stock can elect all the
directors if they choose to do so, and, in such event, the holders
of the remaining shares of Common Stock will not be able to elect
any directors. In the event of any voluntary or involuntary
liquidation or dissolution of the Company, holders of the shares of
Common Stock are to share ratably in the distributable assets of
the Company remaining after the satisfaction of the prior
preferential rights of the holders of the shares of Preferred Stock
and the satisfaction of all debts and liabilities of the Company.
Holders of the shares of Common Stock do not have preemptive
rights. The transfer agent for the Common Stock is Chemical Bank.
Preferred Stock
The following description of the terms of the Preferred
Stock sets forth certain general terms and provisions of the
Preferred Stock to which a Prospectus Supplement may relate.
Specific terms of any series of Preferred Stock offered by a
Prospectus Supplement will be described in that Prospectus
Supplement. The description set forth below is subject to and
qualified in its entirety by reference to the Certificate fixing
the preferences, limitations and relative rights of a particular
series of Preferred Stock.
General.
--------
Under the Certificate, the Board of Directors of the Company is
authorized, without further stockholder action, to provide for the
issuance of up to 10,000,000 shares of Preferred Stock, in one or
more series, with such voting powers and with such designations,
preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions, as the
Board of Directors shall approve.
The Preferred Stock will have the dividend, liquidation,
redemption, conversion and voting rights set forth below unless
otherwise provided in the Prospectus Supplement relating to a
particular series of Preferred Stock. Reference is made to the
Prospectus Supplement relating to the particular series of
Preferred Stock offered thereby for specific terms, including: (a)
the title and liquidation preference per share of such Preferred
Stock and the number of shares offered; (b) the price at which such
series will be issued; (c) the dividend rate (or method of
calculation), the dates on which dividends shall be payable and the
dates from which dividends shall commence to accumulate; (d) any
redemption or sinking fund provisions of such series; (e) any
conversion provisions of such series; and (f) any additional
dividend, liquidation, redemption, sinking fund and other rights,
preferences, privileges, limitations and restrictions of such
series.
The Preferred Stock will, when issued, be fully paid and
nonassessable. Unless otherwise specified in the Prospectus
Supplement relating to a particular series of Preferred Stock, each
series will rank on a parity as to dividends and distributions in
the event of a liquidation with each other series of Preferred
Stock and, in all cases, will be senior to the shares of Common
Stock.
Dividend Rights.
----------------
Holders of the shares of Preferred Stock of each series
will be entitled to receive, when, as and if declared by the Board
of Directors, out of assets of the Company legally available
therefor, cash dividends at such rates and on such dates as are set
forth in the Prospectus Supplement relating to such series of
Preferred Stock. Such rate may be fixed or variable or both and
may be cumulative, noncumulative or partially cumulative.
If the applicable Prospectus Supplement so provides, as
long as any shares of Preferred Stock are outstanding, no dividends
will be declared or paid or any distributions be made on the Common
Stock, other than a dividend payable in shares of Common Stock,
unless the accrued dividends on each series of Preferred Stock have
been fully paid or declared and set apart for payment and the
Company shall have set apart all amounts, if any, required to be
set apart for all sinking funds, if any, for each series of
Preferred Stock.
If the applicable Prospectus Supplement so provides, when
dividends are not paid in full upon any series of Preferred Stock
and any other series of Preferred Stock ranking on a parity as to
dividends with such series of Preferred Stock, all dividends
declared upon such series of Preferred Stock and any other series
of Preferred Stock ranking on a parity as to dividends will be
declared pro rata so that the amount of dividends declared per
share on such series of Preferred Stock and such other series will
in all cases bear to each other the same ratio that accrued in
dividends per share on such series of Preferred Stock and such
other series bear to each other.
Each series of Preferred Stock will be entitled to
dividends as described in the Prospectus Supplement relating to
such series, which may be based upon one or more methods of
determination. Different series of Preferred Stock may be entitled
to dividends at different dividend rates or based upon different
methods of determination. Except as provided in the applicable
Prospectus Supplement, no series of Preferred Stock will be
entitled to participate generally in the earnings or assets of the
Company.
Rights Upon Liquidation.
------------------------
In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the holders of each
series of Preferred Stock will be entitled to receive out of the
assets of the Company available for distribution to stockholders
the amount stated or determined on the basis set forth in the
Prospectus Supplement relating to such series, which may include
accrued dividends, if such liquidation, dissolution or winding up
is involuntary or may equal the current redemption price per share
(otherwise than for the sinking fund, if any, provided for such
series) provided for such series set forth in such Prospectus
Supplement, if such liquidation, dissolution or winding up is
voluntary, and on such preferential basis as is set forth in such
Prospectus Supplement. If, upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the amounts
payable with respect to Preferred Stock of any series and any other
shares of stock of the Company ranking as to any such distribution
on a parity with such series of Preferred Stock are not paid in
full, the holders of shares of Preferred Stock of such series and
of such other shares will share ratably in any such distribution of
assets of the Company in proportion to the full respective
preferential amounts to which they are entitled or on such other
basis as is set forth in the applicable Prospectus Supplement. The
rights, if any, of the holders of any series of Preferred Stock to
participate in the assets of the Company remaining after the
holders of other series of Preferred Stock have been paid their
respective specified liquidation preferences upon any liquidation,
dissolution or winding up the Company will be described in the
Prospectus Supplement relating to such series.
Redemption.
-----------
A series of Preferred Stock may be redeemable, in whole
or in part, at the option of the Company, and may be subject to
mandatory redemption pursuant to a sinking fund, in each case upon
terms, at the times, the redemption prices and for the types of
consideration set forth in the Prospectus Supplement relating to
such series. The Prospectus Supplement relating to a series of
Preferred Stock which is subject to mandatory redemption shall
specify the number of shares of such series that shall be redeemed
by the Company in each year commencing after a date to be
specified, at a redemption price per share to be specified,
together with an amount equal to any accrued and unpaid dividends
thereon to the date of redemption.
If, after giving notice of redemption to the holders of
a series of Preferred Stock, the Company deposits with a designated
bank funds sufficient to redeem such shares of Preferred Stock,
then from and after such deposit, all shares called for redemption
will no longer be outstanding for any purpose, other than the right
to receive the redemption price and the right to convert such
shares into other classes of capital stock of the Company. The
redemption price will be stated in the Prospectus Supplement
relating to a particular series of Preferred Stock.
Except as indicated in the applicable Prospectus
Supplement, the Preferred Stock is not subject to any mandatory
redemption at the option of the holder.
Sinking Fund.
-------------
The Prospectus Supplement for any series of Preferred
Stock will state the terms, if any, of a sinking fund for the
purchase or redemption of that series.
Conversion Rights.
------------------
The Prospectus Supplement for any series of Preferred
Stock will state the terms, if any, on which shares of that series
are convertible into shares of Common Stock or another series of
Preferred Stock. The Preferred Stock will have no preemptive
rights.
Voting Rights.
---------------
Except as indicated in the Prospectus Supplement relating
to a particular series of Preferred Stock, or except as expressly
required by Delaware law, a holder of Preferred Stock will not be
entitled to vote. Except as indicated in the Prospectus Supplement
relating to a particular series of Preferred Stock, in the event
the Company issues full shares of any series of Preferred Stock,
each such share will be entitled to one vote on matters on which
holders of such series of Preferred Stock are entitled to vote.
Under Delaware law, the affirmative vote of the holders
of a majority of the outstanding shares of all series of Preferred
Stock, voting as a separate voting group, will be required for (a)
the authorization of any class of stock ranking prior to or on
parity with shares of Preferred Stock or the increase in the number
of authorized shares of any such stock, (b) any increase in the
number of authorized shares of shares of Preferred Stock, and (c)
certain amendments to the Articles that may be adverse to the
rights of Preferred Stock outstanding.
Transfer Agent and Registrar.
-----------------------------
The transfer agent, registrar and dividend disbursement
agent for a series of Preferred Stock will be selected by the
Company and be described in the applicable Prospectus Supplement.
The registrar for shares of Preferred Stock will send notices to
stockholders of any meetings at which holders of the shares of
Preferred Stock have the right to vote on any matter.
Redemption and Restrictions on Transfer
In order to preserve the Company's status as a REIT as
defined in the Code, the Company can redeem or stop the transfer of
its shares. The Company's Certificate of Incorporation provides
that the Company is organized to qualify as a REIT. Because the
Code provides that the concentration of more than 50% in value of
the direct or indirect ownership of its shares in five or fewer
individual stockholders during the last six months of any year
would result in the disqualification of the Company as a REIT, the
Company's Certificate of Incorporation provides that the Company
has the power to treat any transfer or issuance resulting in the
9.8% to be exceeded as null and void and treat the stockholder as
holding the securities on behalf of the Company.
REIT Qualification
Generally, for each taxable year during which the Company
qualifies as a real estate investment trust, it will not be taxed
on the portion of its taxable income (including capital gains) that
is distributed to stockholders. Any undistributed income or gains
will be taxed to the Company at regular corporate tax rates. The
Company will be subject to tax at the highest corporate rate on its
net income from foreclosure property, regardless of the amount of
its distributions. The highest corporate tax rate is currently
35%. Failure to qualify could result in the Company's incurring
indebtedness and perhaps liquidating investments in order to pay
the resulting taxes.
PLAN OF DISTRIBUTION
The Company may sell Offered Securities to or through
underwriters or may sell Offered Securities to investors directly
or through designated agents. Any such underwriter or agent
involved in the offer or sale of the Offered Securities will be
named in the applicable Prospectus Supplement.
Underwriters may offer and sell the Offered Securities at
a fixed price or prices, which may be changed, or from time to
time, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
The Company also may, from time to time, authorize underwriters
acting as agents to offer and sell the Offered Securities upon the
terms and conditions set forth in the Prospectus Supplement. In
connection with the sale of the Offered Securities, underwriters
may be deemed to have received compensation from the Company in the
form of underwriting discounts or commissions and may also receive
commissions from purchasers of Offered Securities for whom they may
act as agent. Underwriters may sell Offered Securities to or
through dealers, and such dealers may receive compensation in the
form of discounts, concessions or commissions (which may be changed
from time to time) from the underwriters and or from the purchasers
for whom they may act as agents.
Any underwriting compensation paid by the Company to
underwriters or agents in connection with the offering of Offered
Securities and any discounts, concessions, or commissions allowed
by the underwriters to participating dealers would be set forth in
the applicable Prospectus Supplement. Underwriters, dealers and
agents participating in the distribution of the Offered Securities
may be deemed to be underwriters and any discounts and commissions
received by them and any profit realized by them on resale of the
Offered Securities may be deemed to be underwriting discounts and
commissions under the Securities Act. Underwriters, dealers and
agents may be entitled, under agreements entered into with the
Company, to indemnification against and contribution toward certain
civil liabilities, including liabilities under the Securities Act.
If so indicated in the applicable Prospectus Supplement,
the Company will authorize dealers acting as the Company's agents
to solicit offers by certain institutions to purchase Offered
Securities from the Company at the public offering price set forth
in the Prospectus Supplement pursuant to Delayed Delivery Contracts
("Contracts") providing for payment and delivery on the date or
dates stated in such Prospectus Supplement. Each contract will be
for an amount not less than, and the principal amount of Offered
Securities sold pursuant to Contracts shall not be less or more
than the respective amount stated in such Prospectus Supplement.
Institutions with which Contracts, when authorized, may be made
with commercial and savings banks, insurance companies, pension
funds, investment companies, education and charitable institutions
and other institutions, but will in all cases be subject to the
approval of the Company. Contracts will not be subject to any
conditions except (a) the purchase by an institution of the Offered
Securities covered by its Contract shall not at the time of
delivery be prohibited under the laws of any jurisdiction in the
United States to which such institution is subject; and (b) the
Company shall have sold to such underwriters the total principal
amount of the Offered Securities less the principal amount thereof
covered by Contracts. The commission indicated in the Prospectus
Supplement will be paid to agents and underwriters soliciting
purchases of Offered Securities pursuant to Contracts accepted by
the Company. Agents and underwriters shall have no responsibility
in respect to this delivery or performance of Contracts.
Certain of the underwriters and their affiliates may be
customers of, engaged in transaction with, and perform services
for, the Company in the ordinary course of business.
LEGAL OPINIONS
The validity of the Offered Securities will be passed
upon by Shumaker, Loop & Kendrick, Toledo, Ohio.
EXPERTS
The consolidated financial statements of Health Care
REIT, Inc. appearing in Health Care REIT, Inc.'s Annual Report
(Form 10-K) for the year ended December 31, 1994 as amended, have
been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and
auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses payable in connection with the issuance and
distribution of the securities to be registered, other than
underwriting discounts and commissions, are estimated as follows:
Securities and Exchange Commission filing fees . . $
National Association of Securities Dealers, Inc.
filing fee . . . . . . . . . . . . . . . . . . .
New York Stock Exchange listing fee. . . . . . . .
Transfer Agent and Registrar fees. . . . . . . . .
Blue Sky fees and expenses . . . . . . . . . . . .
Printing and engraving expenses and postage. . . .
Legal fees and expenses. . . . . . . . . . . . . .
Accounting fees and expenses . . . . . . . . . . .
Miscellaneous. . . . . . . . . . . . . . . . . . .
---------
TOTAL . . . . . . . . . . . . . . . . . . . . $
=========
Item 15. Indemnification of Officers and Directors.
Section 7 of the Company's Restated Certificate of
Incorporation, as amended (the "Restated Certificate") provides
that a director of the Company shall not be personally liable to
the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which
involve international misconduct or a knowing violation of law,
(iii) under Section 174 of the General Corporation Law of Delaware
(the "GCL"), or (iv) for any transaction from which the director
derived any improper personal benefit. Section 7 also provides
that if the GCL is amended to further eliminate or limit the
personal liability of directors, then the liability of a director
of the Company shall be eliminated or limited to the extent
permitted by the GCL, as so amended. The Restated Certificate also
states that any repeal or modification of the foregoing paragraph
by the stockholders of the Company shall not adversely affect any
right or protection of a director of the Company existing at the
time of such repeal or modification.
The Company's By-Laws (the "By-Laws") provide that the
Company shall indemnify, to the extent permitted by the GCL, any
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer of the Company,
or is or was serving at the request of the Company as a director,
officer, employee, trustee, partner or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him
in connection with such action, suit or proceeding.
Item 16. Exhibits
Exhibit
Number Exhibit
------- -------
4.1* Second Restated Certificate of Incorporation.
4.2* Certificate of Designations, Preferences and Rights
of Junior Participating Preferred Stock, Series A.
4.3* By-Laws of Health Care REIT, Inc.
4.4* Rights Agreement.
4.5* Form of Indenture, including form of Debt
Securities.
4.6* Form of Certificate of Designations of Preferred
Stock.
4.7* Specimen Stock Certificate with respect to Preferred
Stock.
4.8* Specimen Stock Certificate with respect to Common
Stock.
4.9* Form of Stock Warrant Agreement (including form of
Warrant Certificate).
5.1* Opinion of Shumaker, Loop & Kendrick.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Shumaker, Loop & Kendrick.
24.1 Powers of Attorney.
_________________
* To be filed by amendment
Item 17. Undertakings
(A) The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by section
18(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the commission pursuant to Rule 424(b) if, in the aggregate,
the charges in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(B) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(C) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
(D) The undersigned registrant hereby undertakes that:
(i) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
Company pursuant to Rule 424(b)(i) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(ii) For purposes of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains
a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(E) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the
Trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations
prescribed by the Commission under section 305(b)(2) of the Trust
Indenture Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-
3 and has duly caused this registration statement to be signed on
its behalf by the undersigned thereunto duly authorized in the City
of Toledo, State of Ohio on December 7, 1995.
HEALTH CARE REIT, INC.
By: /S/ Bruce G. Thompson
----------------------------
Bruce G. Thompson
Chairman of the Board and
Principal Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
- ----------------------- ----------------------- ----------------
/S/ BRUCE G. THOMPSON Director and Principal
Bruce G. Thompson Executive Officer December 7, 1995
/S/ ROBERT J. PRUGER Principal Financial
Robert J. Pruger Officer December 7, 1995
/S/ KATHLEEN S. PREPHAN Principal Accounting
Kathleen S. Prephan Officer December 7, 1995
_______________________ Director ____________, 1995
Pier C. Borra
/S/ GEORGE L. CHAPMAN President and Director December 7, 1995
George L. Chapman
_______________________ Director ____________, 1995
George Chopivsky, Jr.
/S/ BRUCE DOUGLAS* Director December 7, 1995
Bruce Douglas
_______________________ Director ____________, 1995
Richard C. Glowacki
_______________________ Director ____________, 1995
Sharon M. Oster
/S/ RICHARD A. UNVERFERTH* Director December 7, 1995
Richard A. Unverferth
/S/ FREDERIC D. WOLFE* Director December 7, 1995
Frederic D. Wolfe
*By:/S/ BRUCE G. THOMPSON
Bruce G. Thompson, Attorney-in-Fact
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement (Form S-3) and related Prospectus of
Health Care REIT, Inc. for the registration of Offered Securities
not to exceed an initial public offering price of $200,000,000 and
to the incorporation by reference therein of our report dated
February 8, 1995, with respect to the consolidated financial
statements and schedule of Health Care REIT, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1994, as
amended and filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Toledo, Ohio
December 7, 1995
CONSENT OF SHUMAKER, LOOP & KENDRICK
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement (Form S-3) and related Prospectus of
Health Care REIT, Inc. for the registration of Offered Securities
not to exceed an initial public offering price of $200,000,000.
SHUMAKER, LOOP & KENDRICK
Toledo, Ohio
December 7, 1995
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
director of Health Care REIT, Inc. (the "Company"), a Delaware
corporation that contemplates filing a Registration Statement on
Form S-3 ("Form S-3") with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as amended, for
the purpose of registering under such Act debt securities, shares
of preferred stock, $1.00 par value per share, shares of common
stock, $1.00 par value per share, and warrants (collectively
"Offered Securities"), hereby constitutes and appoints GEORGE L.
CHAPMAN and BRUCE DOUGLAS his true and lawful attorneys-in-fact and
agents, and each of them (with full power of substitution and
resubstitution), with full power to act without the others, his
true and lawful attorney-in-fact and agent, for him and in his
name, place and stead, in the capacity as director, to sign such
Form S-3 and any and all amendments and supplements, including
post-effective amendments thereto, and to file such Form S-3 and
each such amendment and supplement, including post-effective
amendments, so signed, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and
Exchange Commission, any and all applications or other documents in
connection with the listing of the Company's Offered Securities on
the New York Stock Exchange and any and all documents required to
be filed with any state securities regulatory board or commission
pertaining to the Form S-3, hereby granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his
hand this 7th day of December, 1995.
/S/ BRUCE G. THOMPSON
________________________________
Bruce G. Thompson
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, the
Chairman of the Board and Principal Executive Officer of Health
Care REIT, Inc. (the "Company"), a Delaware corporation that
contemplates filing a Registration Statement on Form S-3 ("Form
S-3") with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, for the
purpose of registering under such Act debt securities, shares of
preferred stock, $1.00 par value per share, shares of common stock,
$1.00 par value per share, and warrants (collectively, "Offered
Securities"), hereby constitutes and appoints GEORGE L. CHAPMAN and
BRUCE DOUGLAS his true and lawful attorneys-in-fact and agents, and
each of them (with full power of substitution and resubstitution),
with full power to act without the others, his true and lawful
attorney-in-fact and agent, for him and in his name, place and
stead, in the capacities as Chairman of the Board and Principal
Executive Officer of the Company, to sign such Form S-3 and any and
all amendments and supplements, including post-effective amendments
thereto, and to file such Form S-3 and each such amendment and
supplement, including post-effective amendments, so signed, with
all exhibits thereto, and any and all other documents in connection
therewith, with the Securities and Exchange Commission, any and all
applications or other documents in connection with the listing of
the Company's Offered Securities on the New York Stock Exchange and
any and all documents required to be filed with any state
securities regulatory board or commission pertaining to the Form S-
3, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all
acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his
hand this 7th day of December, 1995.
/S/ BRUCE G. THOMPSON
__________________________________
Bruce G. Thompson
Chairman of the Board of Directors
Principal Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, the
Principal Financial Officer of Health Care REIT, Inc. (the
"Company"), a Delaware corporation that contemplates filing a
Registration Statement on Form S-3 ("Form S-3") with the Securities
and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, for the purpose of registering under such Act
shares of the Company's debt securities, shares of preferred stock,
$1.00 par value per share, shares of common stock, $1.00 par value
per share, and warrants (collectively "Offered Securities"), hereby
constitutes and appoints BRUCE G. THOMPSON and GEORGE L. CHAPMAN
his true and lawful attorneys-in-fact and agents, and each of them
(with full power of substitution and resubstitution), with full
power to act without the others, his true and lawful attorney-in-
fact and agent, for him and in his name, place and stead, in the
capacity as Principal Financial Officer, to sign such Form S-3 and
any and all amendments and supplements, including post-effective
amendments thereto, and to file such Form S-3 and each such
amendment and supplement, including post-effective amendments, so
signed, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange
Commission, any and all applications or other documents in
connection with the listing of the Company's Offered Securities on
the New York Stock Exchange and any and all documents required to
be filed with any state securities regulatory board or commission
pertaining to the Form S-3, hereby granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his
hand this 7th day of December, 1995.
/S/ ROBERT J. PRUGER
________________________________
Robert J. Pruger
Principal Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, the
Principal Accounting Officer of Health Care REIT, Inc. (the
"Company"), a Delaware corporation that contemplates filing a
Registration Statement on Form S-3 ("Form S-3") with the Securities
and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, for the purpose of registering under such Act
debt securities, shares of preferred stock, $1.00 par value per
share, shares of common stock, $1.00 par value per share, and
warrants (collectively, "Offered Securities"), hereby constitutes
and appoints BRUCE G. THOMPSON and GEORGE L. CHAPMAN her true and
lawful attorneys-in-fact and agents, and each of them (with full
power of substitution and resubstitution), with full power to act
without the others, her true and lawful attorney-in-fact and agent,
for her and in her name, place and stead, in the capacity as
Principal Accounting Officer, to sign such Form S-3 and any and all
amendments and supplements, including post-effective amendments
thereto, and to file such Form S-3 and each such amendment and
supplement, including post-effective amendments, so signed, with
all exhibits thereto, and any and all other documents in connection
therewith, with the Securities and Exchange Commission, any and all
applications or other documents in connection with the listing of
the Company's Offered Securities on the New York Stock Exchange and
any and all documents required to be filed with any state
securities regulatory board or commission pertaining to the Form S-
3, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all
acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as she might do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets her
hand this 7th day of December, 1995.
/S/ KATHLEEN S. PREPHAN
________________________________
Kathleen S. Prephan
Principal Accounting Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, the
President and a director of Health Care REIT, Inc. (the "Company"),
a Delaware corporation that contemplates filing a Registration
Statement on Form S-3 ("Form S-3") with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as
amended, for the purpose of registering under such Act debt
securities, shares of preferred stock, $1.00 par value per share,
shares of common stock, $1.00 par value per share, and warrants
(collectively, "Offered Securities"), hereby constitutes and
appoints BRUCE G. THOMPSON and BRUCE DOUGLAS his true and lawful
attorneys-in-fact and agents, and each of them (with full power of
substitution and resubstitution), with full power to act without
the others, his true and lawful attorney-in-fact and agent, for him
and in his name, place and stead, in the capacity as the President
and a director, to sign such Form S-3 and any and all amendments
and supplements, including post-effective amendments thereto, and
to file such Form S-3 and each such amendment and supplement,
including post-effective amendments, so signed, with all exhibits
thereto, and any and all other documents in connection therewith,
with the Securities and Exchange Commission, any and all
applications or other documents in connection with the listing of
the Company's Offered Securities on the New York Stock Exchange and
any and all documents required to be filed with any state
securities regulatory board or commission pertaining to the Form S-
3, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all
acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his
hand this 7th day of December, 1995.
/S/ GEORGE L. CHAPMAN
________________________________
George L. Chapman
President and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
director of Health Care REIT, Inc. (the "Company"), a Delaware
corporation that contemplates filing a Registration Statement on
Form S-3 ("Form S-3") with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as amended, for
the purpose of registering under such Act debt securities, shares
of preferred stock, $1.00 par value per share, shares of common
stock, $1.00 par value per share, and warrants (collectively,
"Offered Securities"), hereby constitutes and appoints BRUCE G.
THOMPSON and GEORGE L. CHAPMAN his true and lawful attorneys-in-
fact and agents, and each of them (with full power of substitution
and resubstitution), with full power to act without the others, his
true and lawful attorney-in-fact and agent, for him and in his
name, place and stead, in the capacity as director, to sign such
Form S-3 and any and all amendments and supplements, including
post-effective amendments thereto, and to file such Form S-3 and
each such amendment and supplement, including post-effective
amendments, so signed, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and
Exchange Commission, any and all applications or other documents in
connection with the listing of the Company's Offered Securities on
the New York Stock Exchange and any and all documents required to
be filed with any state securities regulatory board or commission
pertaining to the Form S-3, hereby granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his
hand this 7th day of December, 1995.
/S/ BRUCE DOUGLAS
________________________________
Bruce Douglas
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
director of Health Care REIT, Inc. (the "Company"), a Delaware
corporation that contemplates filing a Registration Statement on
Form S-3 ("Form S-3") with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as amended, for
the purpose of registering under such Act debt securities, shares
of preferred stock, $1.00 par value per share, shares of common
stock, $1.00 par value per share, and warrants (collectively
"Offered Securities"), hereby constitutes and appoints BRUCE G.
THOMPSON and GEORGE L. CHAPMAN his true and lawful attorneys-in-
fact and agents, and each of them (with full power of substitution
and resubstitution), with full power to act without the others, his
true and lawful attorney-in-fact and agent, for him and in his
name, place and stead, in the capacity as director, to sign such
Form S-3 and any and all amendments and supplements, including
post-effective amendments thereto, and to file such Form S-3 and
each such amendment and supplement, including post-effective
amendments, so signed, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and
Exchange Commission, any and all applications or other documents in
connection with the listing of the Company's Offered Securities on
the New York Stock Exchange and any and all documents required to
be filed with any state securities regulatory board or commission
pertaining to the Form S-3, hereby granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his
hand this 7th day of December, 1995.
/s/ RICHARD A. UNVERFERTH
________________________________
Richard A. Unverferth
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of Health Care REIT, Inc. (the "Company"), a Delaware
corporation that contemplates filing a Registration Statement on
Form S-3 ("Form S-3") with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as amended, for
the purpose of registering under such Act debt securities, shares
of preferred stock, $1.00 par value per share, shares of common
stock, $1.00 par value per share, and warrants (collectively,
"Offered Securities"), hereby constitutes and appoints BRUCE G.
THOMPSON and GEORGE L. CHAPMAN his true and lawful attorneys-in-
fact and agents, and each of them (with full power of substitution
and resubstitution), with full power to act without the others, his
true and lawful attorney-in-fact and agent, for him and in his
name, place and stead, in the capacity as a Director, to sign such
Form S-3 and any and all amendments and supplements, including
post-effective amendments thereto, and to file such Form S-3 and
each such amendment and supplement, including post-effective
amendments, so signed, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and
Exchange Commission, any and all applications or other documents in
connection with the listing of the Company's Offered Securities on
the New York Stock Exchange and any and all documents required to
be filed with any state securities regulatory board or commission
pertaining to the Form S-3, hereby granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his
hand this 7th day of December, 1995.
/S/ FREDERIC D. WOLFE
-------------------------------
Frederic D. Wolfe
Director
