As filed with the Securities and Exchange Commission on January 10,
1997
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 1500
Toledo, Ohio 43604
Telephone: 419-247-2800
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
GEORGE L. CHAPMAN
Chairman of the Board, Chief Executive Officer and President
Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, Ohio 43604
Telephone: 419-247-2800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to :
Mary Ellen Pisanelli, Esquire
Shumaker, Loop & Kendrick, LLP
North Courthouse Square
1000 Jackson
Toledo, Ohio 43624
(419) 241-9000
Approximate date of commencement of proposed sale to the public:
January 10, 1997. If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment
plans, please check the following box. x
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. _____
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
Title of shares Amount to be Proposed maximum Offering
to be registered registered(1) price per share(1)
- - ---------------- ------------- -------------------------
Common Stock, 1,000,000 $24.1875
$1.00 par value
Total 1,000,000 $24.1875
Proposed maximum aggregate Amount of
Offering price registration fee
-------------------------- ----------------
$24,187,500 $7,329.55
Total $24,187,500 $7,329.55
(1) Estimated solely for the purpose of calculating the registration fee
based on the average of the high and low prices of the Common Stock on
the New York Stock Exchange on January 7, 1997.
(2) 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.
