As filed with the Securities and Exchange Commission
on February 27, 1996
Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
HEALTH CARE REIT, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 34-1096634
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One SeaGate, Suite 1950
Toledo, Ohio 43604
Telephone: 419-247-2800
(Address and telephone number of principal executive offices)
THE 1985 INCENTIVE STOCK OPTION PLAN OF HEALTH CARE REIT, INC.
(Full Title of Plan)
Bruce G. Thompson Copy to:
Chairman of the Board Mary Ellen Pisanelli, Esq.
Health Care REIT, Inc. Shumaker, Loop & Kendrick
One SeaGate, Suite 1950 North Courthouse Square
Toledo, Ohio 43604 Toledo, Ohio 43624
(419) 247-2800 (419) 241-9000
(Name, Address and Telephone Number
of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed
Maximum Proposed
Title Offering Maximum
of Securities Amount to Price Aggregate Amount of
To be Registered Be Registered Per Share* Offering Price* Registration Fee
- ---------------- -------------- --------- -------------- ---------------
<C> <C> <C> <C> <C>
<S>
Shares of Common
Stock, par value 58,863 Shares $22.125 $1,302,343.88 $449.08
$1.00 per share
</TABLE>
* Inserted solely for the purpose of calculating the registration
fee pursuant to Rule 457(h). The fee is calculated on the basis of
the aggregate price at which the various stock options granted
under The 1985 Incentive Stock Option Plan may be exercised.
EXPLANATORY NOTE
The 58,863 shares of common stock, par value $1.00 per
share, of Health Care REIT, Inc., registered under this
Registration Statement on Form S-8 consist of additional shares of
the common stock reserved for issuance upon the exercise of
incentive stock options granted under the terms of The 1985
Incentive Stock Option Plan of Health Care REIT, Inc., pursuant to
action taken by the Company's Board of Directors to increase the
total number of shares of common stock reserved for issuance under
the 1985 Incentive Stock Option Plan to 450,000 shares. The
300,000 shares of common stock previously reserved for issuance
upon the exercise of options granted under the 1985 Incentive Stock
Option Plan were registered under two Registration Statements on
Form S-8 filed with the Commission on October 9, 1985, Registration
No. 33-774, and on March 20, 1992, Registration No. 33-46561.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Health Care
REIT, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
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. The description of the Company's Common Stock, par
value $1.00 per share (the "Common Stock"), contained in the
Registration Statement on Form 8-A of the Company filed pursuant to
Section 12 of the Exchange Act, including all amendments and
reports updating such description.
7. All documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act subsequent to the date of this Registration Statement,
but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered
by this Registration Statement have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part of this
Registration Statement 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 superceded to the extent that a
statement contained herein, or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein,
as the case may be, modifies or supercedes such document. Any such
statement so modified or superceded shall not be deemed, except as
so modified or superceded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable. The class of securities to be offered
under this Registration Statement is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The Company's legal counsel, Shumaker, Loop & Kendrick of
Toledo, Ohio, is giving the Company an opinion upon the legality of
the issuance of the shares of Common Stock being offered hereby.
As of December 7, 1995, certain attorneys in the firm of Shumaker,
Loop & Kendrick beneficially owned a total of 12,156 shares of the
Common Stock of the Company.
Item 6. Indemnification of Directors and Officers.
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 intentional 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 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 attorney's fees), judgements, fines,
and amounts paid in settlement, actually and reasonably incurred by
him in connection with such action, suit or proceeding.
The Company has entered into indemnification agreements
to assure its directors and officers that they will be indemnified
to the extent permitted by the Restated Certificate, the By-Laws
and Delaware law. The indemnification agreements cover any and all
expenses, judgments, fines, penalties and amounts paid in
settlement, provide for the prompt advancement of all expenses
incurred in connection with any proceeding and obligate the
director or officer to reimburse the Company for all amounts so
advanced if it is subsequently determined, as provided in the
indemnification agreements, that the director or officer is not
entitled to indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following are filed herewith as part of this
Registration Statement:
Exhibit No. Exhibit
4.1(1) The 1985 Incentive Stock Option Plan of
Health Care REIT, Inc.
4.2(1) Amendment to the 1985 Incentive Stock Option
Plan of Health Care REIT, Inc.
4.3 Second Amendment to the 1985 Incentive Stock
Option Plan of Health Care REIT, Inc.
4.4 Third Amendment to the 1985 Incentive Stock
Option Plan of Health Care REIT, Inc.
5.1 Opinion of Shumaker, Loop & Kendrick, as to
the legality of the securities being
registered.
23.1 Consent of Ernst & Young, LLP, independent
public auditors.
23.2 The consent of Shumaker, Loop & Kendrick to the
use of their opinion as an exhibit to this
Registration Statement is included in their
opinion filed herewith as Exhibit 5.1.
24.1 Powers of Attorney
- ------------------------
1 Previously filed as Exhibit 10(b) to the Registrant's
Registration Statement on Form S-2 (Registration No. 33-42138)
filed on August 8, 1991, as amended on September 20, 1991 and
September 27, 1991.
Item 9. Undertakings.
(a) The undersigned Company 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
10(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 thereto) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement;
(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 (a)(1)(i) and (a)(1)(ii) shall
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 Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.
(2) That, for purposes 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 herein, 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 Company hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Company's Annual Report on Form 10-K
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this
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) The undersigned Company hereby undertakes to deliver or
cause to be delivered with the Prospectus to each employee to whom
the Prospectus is sent or given, a copy of the Company's Annual
Report to Stockholders for its last fiscal year, unless such
employee otherwise has received a copy of such Annual Report, in
which case the Company shall state in the Prospectus that it will
promptly furnish, without charge, a copy of such Annual Report on
written request of the employee. If the last fiscal year of the
Company has ended within 120 days prior to the use of the
Prospectus, the Annual Report of the Company for the preceding
fiscal year may be so delivered, but within such 120-day period the
Annual Report for the last fiscal year will be furnished to each
such employee.
The Company also undertakes to deliver or cause to be
delivered to all employees participating in the Company's 1985
Incentive Stock Option Plan who do not otherwise receive such
material, copies of all reports to stockholders, proxy statements
and other communications distributed to its security holders
generally, such material to be sent or delivered no later than the
time it is sent to security holders.
(h) 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 provisions
described in Item 6 above, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the Company certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing
on Form S-8 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 this 27th day of February,
1996.
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, as amended, this Registration Statement has been signed below
by the following persons (or by their designated attorney-in-fact)
in the capacities and on the dates indicated.
Signature Title Date
/S/ BRUCE G. THOMPSON Director and Principal February 27, 1996
- ------------------------- Executive Officer
Bruce G. Thompson
/S/ ROBERT J. PRUGER Principal Financial February 27, 1996
- ------------------------- Officer
Robert J. Pruger
/S/ KATHLEEN S. PREPHAN Principal Accounting February 27, 1996
- ------------------------- Officer
Kathleen S. Prephan
/S/ PIER C. BORRA* Director February 23, 1996
- -------------------------
Pier C. Borra
/S/ GEORGE L. CHAPMAN* Director and President February 23, 1996
- -------------------------
George L. Chapman
_________________________ Director February __, 1996
George Chopivsky, Jr.
/S/ BRUCE DOUGLAS* Director February 23, 1996
- -------------------------
Bruce Douglas
/S/ RICHARD C. GLOWACKI* Director February 23, 1996
- -------------------------
Richard C. Glowacki
/S/ SHARON M. OSTER* Director February 23, 1996
- -------------------------
Sharon M. Oster
/S/ RICHARD A. UNVERFERTH* Director February 23, 1996
- -------------------------
Richard A. Unverferth
/S/ FREDERIC D. WOLFE* Director February 23, 1996
- -------------------------
Frederic D. Wolfe
- ------------------------
* By their designated attorney-in-fact
EXHIBIT INDEX
The following exhibits are filed herewith as part of this
registration statement:
Exhibit No. Exhibit
4.1(1) The 1985 Incentive Stock Option Plan
of Health Care REIT, Inc.
4.2(1) Amendment to the 1985 Incentive Stock
Option Plan of Health Care REIT, Inc.
4.3 Second Amendment to the 1985 Incentive
Stock Option Plan of Health Care REIT, Inc.
4.4 Third Amendment to the 1985 Incentive
Stock Option Plan of Health Care REIT, Inc.
5.1 Opinion of Shumaker, Loop & Kendrick, as
to the legality of the securities being
registered.
23.1 Consent of Ernst & Young, LLP, independent
public auditors.
23.2 The consent of Shumaker, Loop & Kendrick
to the use of their opinion as an exhibit
to this Registration Statement is included
in their opinion filed herewith as Exhibit 5.1.
24.1 Powers of Attorney
_____________________________
1 Previously filed as Exhibit 10(b) to the Registrant's
Registration Statement on Form S-2 (Registration No. 33-42138)
filed on August 8, 1991, as amended on September 20, 1991 and
September 27, 1991.
<PAGE>
EXHIBIT 4.3
SECOND AMENDMENT TO THE
1985 INCENTIVE STOCK OPTION PLAN
OF HEALTH CARE REIT, INC.
_______________________________________
The terms and conditions of this Second Amendment (the
"Second Amendment") to the 1985 Incentive Stock Option Plan (the
"Plan") of Health Care REIT, Inc. (the "Company"), a Delaware
corporation, are set below. Capitalized terms used herein and not
otherwise defined shall have the definitions set forth in the Plan.
1. Purpose of the Second Amendment. The purpose of the
Second Amendment is to increase the number of shares of the
Company's common stock reserved for issuance under the Plan from
150,000 to 300,000 shares.
2. Authority for the Second Amendment. Section 17 of
the Plan provides that, to the extent permitted by law, the Board
of Directors of the Company may at any time and from time to time
modify or amend the Plan in such respects as it shall deem
advisable.
3. Amendment. Section 4 of the Plan shall be amended to
read as follows:
4. Company Common Stock Subject to the Plan.
Subject to adjustment as provided in paragraph 14 of this Plan, the
aggregate which may be issued upon the exercise of all Options to
be granted from time to time under this Plan is 300,000 shares of
Company Common Stock, whether or not such shares of Company Common
Stock are (i) treasury shares, (ii) authorized but unissued shares
or (iii) both. In the event that an Option expires or terminates
without having been exercised as to the full number of shares of
Company Common Stock subject thereto, the shares of Company Common
Stock as to which such Option was not exercised shall be available
for Options which may thereafter be granted under this Plan.
4. Effectiveness of Second Amendment. The effective
date of this Second Amendment shall be the date of the Annual
Meeting of Stockholders at which the Company's stockholders approve
the foregoing increase in the number of shares of Common Stock
available for issuance under the Plan.
5. No Change in Status. Notwithstanding anything in
this Second Amendment to the contrary, this Second Amendment shall
not be construed as (a) granting, modifying, enhancing or extending
any rights or benefits as an employee of the Company that an
Optionee would have or would have had absent this Second Amendment,
or (b) changing any of the terms of Optionee's termination.
6. Ratification of the Plan. In all respect, the Plan
as amended by previous amendments and this Second Amendment is
hereby ratified, approved an confirmed.
IN WITNESS WHEREOF, the undersigned, being the duly
elected and authorized Secretary of the Company, hereby certifies
that this Plan was legally and validly approved by the Board of
Directors of Health Care REIT, Inc. at a meeting held on July 18,
1991, in Toledo, Lucas County, Ohio.
HEALTH CARE REIT, INC.
By: /S/ ERIN C. IBELE
_____________________________
Erin C. Ibele, Secretary
<PAGE>
EXHIBIT 4.4
THIRD AMENDMENT TO THE
1985 INCENTIVE STOCK OPTION PLAN
OF HEALTH CARE REIT, INC.
_______________________________________
The terms and conditions of this Third Amendment (the
"Amendment") to the 1985 Incentive Stock Option Plan (the "Plan")
of Health Care REIT, Inc. (the "Company"), a Delaware corporation,
are set below. Capitalized terms used herein and not otherwise
defined shall have the definitions set forth in the Plan.
1. Purpose of the Amendment. The purpose of this
Amendment to the Plan is to increase the number of shares of the
Company's common stock reserved for issuance under the Plan from
300,000 to 450,000 shares.
2. Authority for the Amendment. Paragraph 17 of the
Plan provides that, to the extent permitted by law, the Board of
Directors of the Company may at any time and from time to time
modify or amend the Plan in such respects as it shall deem
advisable. Although paragraph 17 provides that any such
modification or amendment may not change rights under any
outstanding Option without the written consent of the affected
Optionee nor change the Plan so as to cause any of the Options to
fail to meet the requirements of an incentive stock option under
Section 422 of the Code, the changes effected by this Amendment
will not change any rights under any outstanding Options nor cause
any of the Options to fail to meet the requirements of the Code.
3. Amendment. Paragraph 4 of the Plan shall be amended
and restated in its entirety, to read as follows:
4. Company Common Stock Subject to the Plan.
Subject to adjustment as provided in paragraph 14 of this Plan, the
aggregate number of shares of Company Common Stock which shall be
reserved and which may be issued upon the exercise of all Options
to be granted from time to time under this Plan is 450,000 shares
of Company Common Stock, whether or not such shares of Company
Common Stock are (i) treasury shares, (ii) authorized but unissued
shares or (iii) both. In the event that an Option expires or
terminates without having been exercised as to the full number of
shares of Company Common Stock subject thereto, the shares of
Company Common Stock as to which such Option was not exercised
shall be available for Options which may thereafter be granted
under this Plan.
4. Effectiveness of the Amendment. This Amendment shall
be effective as of May 18, 1994, the date of the Annual Meeting of
Stockholders at which the Company's stockholders approved the
foregoing increase in the number of shares of Common Stock
available for issuance under the Plan.
5. Ratification of the Plan. In all other respects, the
Plan, as amended to date, is hereby ratified, approved and
confirmed.
IN WITNESS WHEREOF, the undersigned, being the duly
elected and authorized Secretary of the Company, hereby certifies
that this Amendment to the Plan was legally and validly approved by
Board of Directors of the Company and subsequently approved by the
stockholders of Health Care REIT, Inc. at an Annual Meeting of
Stockholders held on May 18, 1994, in Toledo, Lucas County, Ohio.
HEALTH CARE REIT, INC.
By: /S/ ERIN C. IBELE
__________________________________
Erin C. Ibele, Vice President
and Corporate Secretary
<PAGE>
EXHIBIT 5.1
February 27, 1996
Bruce G. Thompson
Chairman of the Board
Health Care REIT, Inc.
One SeaGate, Suite 1950
Toledo, Ohio 43604
Re: Health Care REIT, Inc.
Registration Statement on Form S-8 for the 1985
Incentive Stock Option Plan of Health Care REIT, Inc.
Sir or Madam:
We have acted as counsel to Health Care REIT, Inc. (the
"Company") in connection with the preparation and filing of its
Registration Statement on Form S-8 with the Securities and Exchange
Commission pursuant to the requirements of the Securities Act of
1933, as amended, for the registration of an aggregate of 58,863
shares of the common stock of the Company, par value $1.00 per
share (the "Shares"), issuable to eligible employees of the Company
upon the exercise of stock options granted under the Company's 1985
Incentive Stock Option Plan (the "Plan").
In connection with the following opinion, we have
examined and have relied upon such documents, records,
certificates, statements and instruments as we have deemed
necessary and appropriate to render the opinion herein set forth.
Based upon the foregoing, it is our opinion that the
Shares will be, when issued and sold pursuant to valid exercises of
options granted under the Plan, legally and validly issued, fully
paid and nonassessable.
The undersigned hereby consents to the filing this
opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the The 1985 Incentive Stock
Option Plan of Health Care REIT, Inc. of our report dated February
8, 1995 with respect to the consolidated financial statements and
the related financial statement 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
February 27, 1996
<PAGE>
EXHIBIT 24.1
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-8 ("Form S-8") 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 up to 150,000 shares of
common stock, $1.00 par value per share, to be issued pursuant to
the terms of the Company's 1985 Incentive Stock Option Plan (the
"Shares"), 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-8 and any
and all amendments, including post-effective amendments thereto,
and to file such Form S-8 and each such amendment, 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 Shares 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-8, 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 23rd day of February, 1996.
/S/ BRUCE G. THOMPSON
_____________________________________
Bruce G. Thompson
Director
<PAGE>
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-8 ("Form
S-8") 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 up to 150,000 shares of
common stock, $1.00 par value per share, to be issued pursuant to
the terms of the Company's 1985 Incentive Stock Option Plan (the
"Shares"), 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 Chairman of the Board and Principal
Executive Officer of the Company, to sign such Form S-8 and any and
all amendments, including post-effective amendments thereto, and to
file such Form S-8 and each such amendment, 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 Shares 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-8, 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 23rd day of February, 1996.
/S/ BRUCE G. THOMPSON
_____________________________________
Bruce G. Thompson
Chairman of the Board of Directors
Principal Executive Officer
<PAGE>
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-8 ("Form S-8") 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
up to 150,000 shares of common stock, $1.00 par value per share, to
be issued pursuant to the terms of the Company's 1985 Incentive
Stock Option Plan (the "Shares"), hereby constitutes and appoints
GEORGE L. CHAPMAN and BRUCE G. THOMPSON 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-8 and any and all amendments,
including post-effective amendments thereto, and to file such Form
S-8 and each such amendment, 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 Shares 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-8, 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 23rd day of February, 1996.
/S/ ROBERT J. PRUGER
_____________________________________
Robert J. Pruger
Principal Financial Officer
<PAGE>
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-8 ("Form S-8") 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
up to 150,000 shares of common stock, $1.00 par value per share, to
be issued pursuant to the terms of the Company's 1985 Incentive
Stock Option Plan (the "Shares"), hereby constitutes and appoints
GEORGE L. CHAPMAN and BRUCE G. THOMPSON 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-8 and any and all
amendments, including post-effective amendments thereto, and to
file such Form S-8 and each such amendment, 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 Shares 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-8, 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 his
hand this 23rd day of February, 1996.
/S/ KATHLEEN S. PREPHAN
_____________________________________
Kathleen S. Prephan
Principal Accounting Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, the
President, one of the Principal Executive Officers and a director
of Health Care REIT, Inc. (the "Company"), a Delaware corporation
that contemplates filing a Registration Statement on Form S-8
("Form S-8") 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 up to 150,000 shares of
common stock, $1.00 par value per share, to be issued pursuant to
the terms of the Company's 1985 Incentive Stock Option Plan (the
"Shares"), 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, Principal Executive
Officer and a director, to sign such Form S-8 and any and all
amendments, including post-effective amendments thereto, and to
file such Form S-8 and each such amendment, 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 Shares 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-8, 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 23rd day of February, 1996.
/S/ GEORGE L. CHAPMAN
_____________________________________
George L. Chapman
President, Principal Executive
Officer and Director
<PAGE>
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-8 ("Form S-8") 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 up to 150,000 shares of
common stock, $1.00 par value per share, to be issued pursuant to
the terms of the Company's 1985 Incentive Stock Option Plan (the
"Shares"), hereby constitutes and appoints GEORGE L. CHAPMAN and
BRUCE G. THOMPSON 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-8 and any and all amendments, including post-effective
amendments thereto, and to file such Form S-8 and each such
amendment, 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 Shares 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-8, 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 23rd day of February, 1996.
/S/ BRUCE DOUGLAS
_____________________________________
Bruce Douglas
Director
<PAGE>
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-8 ("Form S-8") 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 up to 150,000 shares of
common stock, $1.00 par value per share, to be issued pursuant to
the terms of the Company's 1985 Incentive Stock Option Plan (the
"Shares"), hereby constitutes and appoints GEORGE L. CHAPMAN and
BRUCE G. THOMPSON 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-8 and any and all amendments, including post-effective
amendments thereto, and to file such Form S-8 and each such
amendment, 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 Shares 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-8, 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 23rd day of February, 1996.
/S/ PIER C. BORRA
_____________________________________
Pier C. Borra
Director
<PAGE>
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-8 ("Form S-8") 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 up to 150,000 shares of
common stock, $1.00 par value per share, to be issued pursuant to
the terms of the Company's 1985 Incentive Stock Option Plan (the
"Shares"), hereby constitutes and appoints GEORGE L. CHAPMAN and
BRUCE G. THOMPSON 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-8 and any and all amendments, including post-effective
amendments thereto, and to file such Form S-8 and each such
amendment, 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 Shares 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-8, 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 23rd day of February, 1996.
/S/ RICHARD C. GLOWACKI
_____________________________________
Richard C. Glowacki
Director
<PAGE>
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-8 ("Form S-8") 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 up to 150,000 shares of
common stock, $1.00 par value per share, to be issued pursuant to
the terms of the Company's 1985 Incentive Stock Option Plan (the
"Shares"), hereby constitutes and appoints GEORGE L. CHAPMAN and
BRUCE G. THOMPSON 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-8 and any and all amendments, including post-effective
amendments thereto, and to file such Form S-8 and each such
amendment, 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 Shares 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-8, 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 23rd day of February, 1996.
/S/ RICHARD A. UNVERFERTH
_____________________________________
Richard A. Unverferth
Director
<PAGE>
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-8 ("Form S-8") 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 up to 150,000 shares of
common stock, $1.00 par value per share, to be issued pursuant to
the terms of the Company's 1985 Incentive Stock Option Plan (the
"Shares"), hereby constitutes and appoints GEORGE L. CHAPMAN and
BRUCE G. THOMPSON 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-8 and any and all amendments, including post-effective
amendments thereto, and to file such Form S-8 and each such
amendment, 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 Shares 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-8, 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 23rd day of February, 1996.
/S/ FREDERIC D. WOLFE
_____________________________________
Frederic D. Wolfe
Director
<PAGE>
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-8 ("Form S-8") 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 up to 150,000 shares of
common stock, $1.00 par value per share, to be issued pursuant to
the terms of the Company's 1985 Incentive Stock Option Plan (the
"Shares"), hereby constitutes and appoints GEORGE L. CHAPMAN and
BRUCE G. THOMPSON 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 director, to sign such
Form S-8 and any and all amendments, including post-effective
amendments thereto, and to file such Form S-8 and each such
amendment, 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 Shares 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-8, 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 his
hand this 23rd day of February, 1996.
/S/ SHARON M. OSTER
_____________________________________
Sharon M. Oster
Director
