<PAGE> 1
As filed with the Securities and Exchange Commission on November 21, 1997
Registration No. 333-____________
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 1500
Toledo, Ohio 43604
Telephone: 419-247-2800
(Address and telephone number of principal executive offices)
HEALTH CARE REIT, INC. STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of Plan)
George L. Chapman Copy to:
Chairman, CEO and President Mary Ellen Pisanelli, Esq.
Health Care REIT, Inc. Shumaker, Loop & Kendrick, LLP
One SeaGate, Suite 1500 North Courthouse Square
Toledo, Ohio 43604 Toledo, Ohio 43624
(419) 247-2800 (419) 241-9000
(Name, Address and Telephone Number
of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------
=================================================================================================================================
TITLE OF SECURITIES AMOUNT TO PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED BE REGISTERED PRICE PER SHARE* AGGREGATE OFFERING PRICE* REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock, 104,000 shares $26.3125 $4,720,000 $1,432.27
par value $1.00 per 80,000 shares $24.875
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 number of shares which
may be issued under the Stock Plan for Non-Employee Directors pursuant to awards
granted during 1997 and 1998, and the average of the high and low prices for the
Registrant's Common Stock reported on the New York Stock Exchange on November
17, 1997.
Exhibit Index is located on page 6
<PAGE> 2
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, 1996.
2. Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997.
3. Quarterly Report on Form 10-Q for the quarterly period ended June
30, 1997, and Amendment 1 filed with the Commission on Form 10-Q/A on
August 5, 1997.
4. Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1997.
5. Current Reports on Form 8-K filed with the Commission on March 6,
1997, April 8, 1997, and April 22, 1997.
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.
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
superseded 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 supersedes such document. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, 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, LLP, 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 November 18, 1997,
certain attorneys in the firm of Shumaker, Loop & Kendrick, LLP, beneficially
owned a total of 9,041 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
II-1
<PAGE> 3
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 Health Care REIT, Inc. Stock Plan for Non-Employee
Directors, incorporated by reference to Exhibit 10.5 to
the Registrant's Quarterly Report on Form 10-Q for the
period ending March 31, 1997.
5.1 Opinion of Shumaker, Loop & Kendrick, LLP, as to the
legality of the securities being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 The consent of Shumaker, Loop & Kendrick, LLP, 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
<PAGE> 4
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 Director 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 Director 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
Director. 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 Director.
The Company also undertakes to deliver or cause to be delivered to all
Directors participating in the Company's Stock Plan for Non-Employee Directors
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.
II-3
<PAGE> 5
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 21st day of
November, 1997.
HEALTH CARE REIT, INC.
By: /s/ George L. Chapman
-----------------------------------------------
George L. Chapman
Chairman, Chief Executive Officer and President
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ William C. Ballard, Jr. Director November 21, 1997
- ----------------------------
William C. Ballard, Jr.
/s/ Pier C. Borra Director November 21, 1997
- ----------------------------
Pier C. Borra
/s/ George L. Chapman Director, Chief Executive November 21, 1997
- ---------------------------- Officer and President
George L. Chapman
/s/ Michael A. Crabtree Principal Accounting Officer November 21, 1997
- ----------------------------
Michael A. Crabtree
/s/ Jeffrey H. Donahue Director November 21, 1997
- ----------------------------
Jeffrey H. Donahue
/s/ Bruce Douglas Director November 21, 1997
- ----------------------------
Bruce Douglas
/s/ Richard C. Glowacki Director November 21, 1997
- ----------------------------
Richard C. Glowacki
/s/ Edward F. Lange, Jr. Chief Financial Officer November 21, 1997
- ----------------------------
Edward F. Lange, Jr.
/s/ Sharon M. Oster Director November 21, 1997
- ----------------------------
Sharon M. Oster
/s/ Bruce G. Thompson Director November 21, 1997
- ----------------------------
Bruce G. Thompson
/s/ Richard A. Unverferth Director November 21, 1997
- ----------------------------
Richard A. Unverferth
/s/ Frederic D. Wolfe Director November 21, 1997
- ----------------------------
Frederic D. Wolfe
</TABLE>
II-4
<PAGE> 6
EXHIBIT INDEX
The following exhibits are filed herewith as part of this
registration statement:
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE
----------- ------- ----
<S> <C> <C>
4.1 Health Care REIT, Inc. Stock Plan for Non-Employee Directors,
incorporated by reference to Exhibit 10.5 to the Registrant's
Quarterly Report on Form 10-Q for the period ending March 31,
1997.
5.1 Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality
of the securities being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 The consent of Shumaker, Loop & Kendrick, LLP, 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
</TABLE>
II-5
<PAGE> 1
EXHIBIT 5.1
November 20, 1997
George L. Chapman
Chairman of the Board, CEO and President
Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, Ohio 43604
Re: Registration Statement on Form S-8 for the Health Care REIT,
Inc. Stock Plan for Non-Employee Directors
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 184,000 shares of the common stock of the Company, par value
$1.00 per share (the "Shares"), issuable to eligible directors of the Company
upon the exercise of stock options or as restricted stock awards granted under
the Company's Stock Plan for Non-Employee Directors (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 issued
and sold eligible directors pursuant to valid exercises of stock options granted
under the Plan, as well as the Shares issued as restricted stock awards in a
manner consistent with the terms of the Plan, will be 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,
SHUMAKER, LOOP & KENDRICK, LLP
<PAGE> 1
EXHIBIT 23.1
We consent to the incorporation by reference in the Registration Statement (Form
S-8) dated November 21, 1997 pertaining to the Health Care REIT, Inc. Stock Plan
for Non-Employee Directors of our report dated January 31, 1997, with respect to
the consolidated financial statements and scheduled of Health Care REIT, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1996,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Toledo, Ohio
November 20, 1997
<PAGE> 1
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 shares of the
Company's common stock, $1.00 par value per share, offered to eligible directors
pursuant to the Company's Stock Plan for Non-Employee Directors, hereby
constitutes and appoints GEORGE L. CHAPMAN and EDWARD F. LANGE, JR. 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 other, 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 and supplements, including post-effective amendments thereto, and to
file such Form S-8 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 common stock 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 22 day of July, 1997.
/s/ William C. Ballard, Jr.
---------------------------
William C. Ballard, Jr.
Director
<PAGE> 2
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 shares of the
Company's common stock, $1.00 par value per share, offered to eligible directors
pursuant to the Company's Stock Plan for Non-Employee Directors, hereby
constitutes and appoints GEORGE L. CHAPMAN and EDWARD F. LANGE, JR. 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 other, 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 and supplements, including post-effective amendments thereto, and to
file such Form S-8 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 common stock 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 22 day of July, 1997.
/s/ Pier C. Borra
-----------------
Pier C. Borra
Director
<PAGE> 3
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
director, the Chairman of the Board, Principal Executive Officer and President
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 shares of
the Company's common stock, $1.00 par value per share, offered to eligible
directors pursuant to the Company's Stock Plan for Non-Employee Directors,
hereby constitutes and appoints EDWARD F. LANGE, JR. his true and lawful
attorney-in-fact and agent, (with full power of substitution and
resubstitution), with full power to act, his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, in the capacities as
director, Chairman of the Board, Principal Executive Officer and President, to
sign such Form S-8 and any and all amendments and supplements, including
post-effective amendments thereto, and to file such Form S-8 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 common stock 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 attorney-in-fact and agent, 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
attorney-in-fact and agent, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his hand
this 22nd day of July, 1997.
/s/ George L. Chapman
--------------------------------------
George L. Chapman
Director, Chairman of the Board,
Principal Executive Officer
and President
<PAGE> 4
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 shares of the
Company's common stock, $1.00 par value per share, offered to eligible directors
pursuant to the Company's Stock Plan for Non-Employee Directors, hereby
constitutes and appoints GEORGE L. CHAPMAN and EDWARD F. LANGE, JR., 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 other, 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 and supplements, including post-effective amendments thereto, and to
file such Form S-8 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 common stock 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 19th day of November, 1997.
/s/ Jeffrey H. Donahue
----------------------
Jeffrey H. Donahue
Director
<PAGE> 5
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 shares of
the Company's common stock, $1.00 par value per share, offered to eligible
directors pursuant to the Company's Stock Plan for Non-Employee Directors,
hereby constitutes and appoints GEORGE L. CHAPMAN and EDWARD F. LANGE, JR. 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 other,
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 and supplements, including post-effective amendments thereto, and to
file such Form S-8 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 common stock 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 22nd day of July, 1997.
/s/ Bruce Douglas
----------------------------
Bruce Douglas
Director
<PAGE> 6
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 shares of
the Company's common stock, $1.00 par value per share, offered to eligible
directors pursuant to the Company's Stock Plan for Non-Employee Directors,
hereby constitutes and appoints GEORGE L. CHAPMAN and EDWARD F. LANGE, JR. 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 other,
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 and supplements, including post-effective amendments thereto, and to
file such Form S-8 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 common stock 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 22nd day of July, 1997.
/s/ Richard C. Glowacki
----------------------------
Richard C. Glowacki
Director
<PAGE> 7
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 shares
of the Company's common stock, $1.00 par value per share, offered to eligible
directors pursuant to the Company's Stock Plan for Non-Employee Directors,
hereby constitutes and appoints GEORGE L. CHAPMAN and EDWARD F. LANGE, JR. 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 other,
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 and supplements, including post-effective amendments thereto, and to
file such Form S-8 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 common stock 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 her hand
this 22nd day of July, 1997.
/s/ Sharon M. Oster
---------------------------
Sharon M. Oster
Director
<PAGE> 8
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 shares of
the Company's common stock, $1.00 par value per share, offered to eligible
directors pursuant to the Company's Stock Plan for Non-Employee Directors,
hereby constitutes and appoints GEORGE L. CHAPMAN and EDWARD F. LANGE, JR. his
true and lawful attorneys-in-fact and agent (with full power of substitution and
resubstitution), with full power to act, his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, in the capacity as
director of the Company, to sign such Form S-8 and any and all amendments and
supplements, including post-effective amendments thereto, and to file such Form
S-8 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 common stock 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
attorney-in-fact and agent, 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 attorney-in-fact and agent, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his hand
this 22nd day of July, 1997.
/s/ Bruce G. Thompson
---------------------
Bruce G. Thompson
Director
<PAGE> 9
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 shares of
the Company's stock, $1.00 par value per share, offered to eligible directors
pursuant to the Company's Stock Plan for Non-Employee Directors, hereby
constitutes and appoints GEORGE L. CHAPMAN and EDWARD F. LANGE, JR. 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 other, 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 and supplements, including post-effective amendments thereto, and to
file such Form S-8 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 common stock 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 22nd day of July, 1997.
/s/ Richard A. Unverferth
-------------------------
Richard A. Unverferth
Director
<PAGE> 10
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 shares of
the Company's common stock, $1.00 par value per share, offered to eligible
directors pursuant to the Company's Stock Plan for Non-Employee Directors,
hereby constitutes and appoints GEORGE L. CHAPMAN and EDWARD F. LANGE, JR. 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 other,
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 and supplements, including post-effective amendments thereto, and to
file such Form S-8 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 common stock 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 22nd day of July, 1997.
/s/ Frederic D. Wolfe
---------------------
Frederic D. Wolfe
Director
<PAGE> 11
Exhibit 24.1
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 shares of the Company's common stock, $1.00 par
value per share, offered to eligible directors pursuant to the Company's Stock
Plan for Non-Employee Directors, hereby constitutes and appoints GEORGE L.
CHAPMAN and EDWARD F. LANGE, JR. 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 other, his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, in the capacity as
Principal Accounting Officer, to sign such Form S-8 and any and all amendments
and supplements, including post-effective amendments thereto, and to file such
Form S-8 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 common stock 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 22nd day of July, 1997.
/s/ Michael A. Crabtree
-----------------------
Michael A. Crabtree
Principal Accounting Officer
<PAGE> 12
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, the Vice
President and 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 shares of the Company's common stock, $1.00 par
value per share, offered to eligible directors pursuant to the Company's Stock
Plan for Non-Employee Directors, hereby constitutes and appoints GEORGE L.
CHAPMAN his true and lawful attorney-in-fact and agents, and each of them (with
full power of substitution and resubstitution), with full power to act without
the other, his true and lawful attorney-in-fact and agent, for him and in his
name, place and stead, in the capacity as Vice President and Principal
Financial Officer, to sign such Form S-8 and any and all amendments and
supplements, including post-effective amendments thereto, and to file such Form
S-8 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 common stock 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 22nd day of July, 1997.
/s/ Edward F. Lange, Jr.
------------------------
Edward F. Lange, Jr.
Vice President and Principal
Financial Officer
