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.
HEALTH CARE REIT, INC.
CROSS-REFERENCE SHEET
Information Required to be Included in Prospectus
Location in Prospectus
Item 1 Not Applicable
Outside Front Cover Page
Item 2
(a) Available Information Inside front cover page
(b) Reports to Security Holders Not Applicable
(c) Incorporation by Reference Documents Incorporated by
Reference
(d) Stabilization Not Applicable
(e) Delivery of Prospectus by Dealers Not Applicable
(f) Enforceability of Civil Liabilities
Against Foreign Persons Not Applicable
(g) Table of Contents Outside back cover page
Item 3
(a) Summary Information Front cover page
(b) Address and Telephone Number The Company; The Plan
(c) Risk Factors Not Applicable
(d) Ratio of Earnings to Fixed Charges Not Applicable
Item 4
Use of Proceeds
Item 5
Determination of Offering Price The Plan
Item 6
Dilution Not Applicable
Item 7
Selling Security Holders Not Applicable
Item 8
Plan of Distribution The Plan
Item 9
Description of Securities to be Registered Not Applicable
Item 10
Interests of Named Experts and Counsel Experts; Legal Opinions
Item 11
Material Changes Not Applicable
Item 12
Incorporation of Certain Information Documents Incorporated by
Reference
Item 13
Disclosure of Commission
Position on Indemnification Indemnification for Securities
Act Liabilities
PROSPECTUS
HEALTH CARE REIT, INC.
AMENDED AND RESTATED DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
1,000,000 Shares of Common Stock, $1.00 Par Value
The Amended and Restated Dividend Reinvestment and Stock Purchase
Plan (the "Plan") of Health Care REIT, Inc. (the "Company") described
herein provides holders of the Company's shares of Common Stock, par
value $1.00 per share (the "Common Stock" or the "shares"), a method of
purchasing additional shares of Common Stock without paying any service
fees, brokerage commissions or other charges.
ChaseMellon Shareholder Services, L.L.C., New York, New York, is
Administrator of the Plan (the "Administrator") and Mellon Securities
Trust Company acts as Agent for participants (the "Agent"). The Agent
will use dividends and optional cash payments received from participants
to acquire shares of Common Stock of the Company for the accounts of
participants.
Participants in the Plan may:
1. have cash dividends on all or a portion of their shares of Common
Stock automatically reinvested and/or
2. invest by making optional cash payments of not less than $50 up to
a maximum of $5,000 per quarter, whether or not dividends are being
reinvested.
Participants may terminate their accounts at any time in the manner
provided for in the Plan.
The shares purchased under the Plan are expected to be newly issued
shares. However, the Plan provides that at the Company's option, shares
may be purchased for participants in the open market. The price of shares
of Common Stock purchased with reinvested dividends and optional cash
payments will be ninety-six percent (96%) of the highest of three series of
sales prices of the shares of Common Stock on the New York Stock
Exchange Composite Transactions as published in The Wall Street Journal,
calculated over a valuation period prior to the dividend payment date, as
more fully described in this Prospectus. The Company, however, reserves
the right to modify the pricing or any other provision of the Plan at any
time.
Stockholders who do not wish to participate in the Plan will receive
dividends by check as declared and paid.
This Prospectus relates to authorized and unissued shares of Common Stock
registered for purchase under the Plan. It is suggested that this
Prospectus be retained for future reference.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS
NOT PASSED ON OR ENDORSED THE MERITS OF THIS
OFFERING ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
____________________
The date of this Prospectus is January 10, 1997
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements
and other information can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549; or at its Regional Offices at Suite 1400,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and Suite 1300, Seven World Trade Centre, New
York, New York 10048, and can also be inspected and copied at the offices
of the New York Stock Exchange, 20 Broad Street, New York, New York
10005. Copies of such material can be obtained from the public reference
section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, upon payment of the prescribed fees.
This Prospectus is part of a Registration Statement on Form S-3 (together
with all amendments and all exhibits, the "Registration Statement"), filed
by the Company with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules of the Commission. For further
information, reference is made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1995.
2. Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1996.
3. Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1996.
4. Current Report on Form 8-K filed with the Commission on May 16, 1996.
5. Current Report on Form 8-K filed with the Commission on September 5,
1996.
6. Quarterly Report on Form 10-Q for the quarterly period ended September
30, 1996.
7. Current Report on Form 8-K filed with the Commission on December 12,
1996.
8. All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the offering of
the Securities shall be deemed to be incorporated herein by reference
and to be a part of this Prospectus from the date of filing of each such
document.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contain herein, and any accompanying Prospectus Supplement relating to a
specific offering of shares of Common Stock or in any other subsequently
filed document, as the case may be, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus or
any accompanying Prospectus Supplement. The Company will provide on
request and without charge to each person to whom this Prospectus is
delivered, upon the oral or written request of such person, a copy
(without exhibits) of any or all documents incorporated by reference to
this Prospectus. Requests for such copies should be directed to Erin C.
Ibele, Vice President and Corporate Secretary, Health Care REIT, Inc.,
One SeaGate, Suite 1500, Toledo, Ohio 43604, telephone number (419)
247-2800.
THE COMPANY
Health Care REIT, Inc. (the "Company") is a self-administered real estate
investment trust that invests in health care facilities, primarily nursing
homes, assisted living facilities, retirement centers and specialty care
facilities. As of September 30, 1996, nursing homes, assisted living
facilities and retirement centers comprised approximately 84% of the
investment portfolio. Founded in 1970, the Company was the first real
estate investment trust to invest exclusively in health care facilities.
As of September 30, 1996, the Company had $559,999,000 of real estate
related investments, including unfunded commitments for which initial
funding has commenced and credit enhancements, in 128 facilities located
in 28 states and managed by 53 different operators. At that date, the
portfolio included 57 nursing homes, 52 assisted living facilities, ten
retirement centers, five specialty care facilities and four behavioral
care facilities.
The Company's objective is to enable stockholders to participate in health
care investments that produce income and preserve principal. Since its
inception, the Company has paid 102 consecutive quarterly dividends.
The shares of the common stock of the Company are listed on the New York
Stock Exchange under the symbol "HCN." The Company's executive offices
are located at One SeaGate, Suite 1500, Toledo, Ohio 43604, and the
telephone number is (419) 247-2800.
THE PLAN
Purpose and Advantages
The Plan offers a convenient and economical way for Company stockholders
to increase their ownership of Company Common Stock through quarterly
investment of their dividends and/or optional cash payments.
Cash dividends on all of the full and fractional shares of Common Stock of
Plan participants are automatically reinvested in full and fractional
shares. Plan participants may also purchase additional shares through
optional cash payments. Shares are purchased at 96% of the Market Price.
Market Price is defined as the highest of the following prices: (a) the
average of the high and low sales prices for the Company's shares of
Common Stock on the record date, as quoted by the New York Stock Exchange
Composite Transactions as published in The Wall Street Journal; (b) the
average of the daily closing prices of the Company's shares, as so quoted,
for a period of ten (10) trading days immediately preceding the dividend
payment date; and (c) the average of the high and low sales prices for the
Company's shares, as so quoted, on the trading date immediately preceding
the Company's dividend payment date. If no shares are traded on the
relevant record date or the day preceding the dividend payment date, the
high and low sales prices shall be determined on the basis of the most
recent prior date on which the shares were traded.
Except for the charges enumerated herein, there are no brokerage fees,
commissions or other charges on shares purchased through the Plan.
If you are already a participant in the Plan, you need not take any further
action in order to maintain your present participation.
Administration
ChaseMellon Shareholder Services, L.L.C., New York, New York
administers the Plan for participants, keeps records, sends quarterly
statements of account to participants and performs other duties relating
to the Plan. See "Miscellaneous - Address for Correspondence Related
to the Plan." Shares of Common Stock purchased under the Plan are
registered in the name of the Agent for the Plan, Mellon Securities Trust
Company (or its nominee), as agent, and credited to the accounts of the
respective participants. Participants are specifically requested not to
communicate or correspond with the Company concerning the
administration of the Plan. See "Miscellaneous - Responsibilities of the
Company and the Agent Under the Plan."
Custodial Service
The Agent will hold and act as custodian of shares of Common Stock
purchased under the Plan. This will relieve participants of the responsi-
bility for the safekeeping of multiple certificates for shares of Common
Stock purchased and will protect participants against loss, theft or
destruction of share certificates. Unless otherwise instructed, the Agent
will automatically reinvest all dividends declared on shares held under
the Plan.
Eligibility
Except for stockholders who, by receipt of shares through the Plan, would
cause them to beneficially own more than 9.8% of the outstanding shares
of the Company, any stockholder of record of the Company is eligible to
participate in the Plan.
Participation
Any eligible stockholder may join the Plan at any time by completing an
Authorization Card and returning it to the Administrator at the following
address: ChaseMellon Shareholder Services, L.L.C., P. O. Box 750,
Pittsburgh, PA 15230 Attention: Investment Services. Authorization Cards
will be furnished to eligible stockholders at any time upon request to the
Administrator at the foregoing address. If an initial cash payment is
submitted with the Authorization Card, the amount of such payment should
be set forth in the space provided on the Authorization Card for that
purpose. The Administrator will provide information and forms for
subsequent optional cash payments.
If any stockholder owns shares that are registered in someone else's name
(for example, a bank, broker, or trustee) and he wishes to participate in
the Plan, he may be able to arrange for that person to handle the
reinvestment of dividends. If not, such shares should be withdrawn from
"street name" or other registration and registered in his own name.
Alternatively, the broker or bank may offer a program which will permit a
stockholder to participate without having to withdraw his shares from
"street name."
Eligible stockholders may join the Plan at any time. If the Authorization
Card is received by the Administrator on or before the record date for the
payment of the next dividend (approximately 20 days in advance of the
payment date), such dividend will be invested in additional shares of Common
Stock for the applicant's Plan account. If the Authorization Card is
received in the period after any dividend record date, that dividend will
be paid in cash and the stockholder's initial dividend reinvestment will
commence with the following dividend.
The Authorization Card permits the participant to tailor the Plan to his
individual objectives by choosing among the following categories or
combinations thereof:
1. He may have all or a portion of the cash dividends on shares of
Common Stock automatically reinvested and/or
2. He may invest by making optional cash payments of not less than
$50 up to a maximum of $5,000 per quarter, whether or not dividends
are being reinvested.
The Authorization Card also appoints the Agent as agent for the
stockholder and directs the Agent to apply such dividends and any
voluntary cash payments the stockholder might make as a participant
to the purchase of additional shares of Common Stock in accordance
with the Plan's terms and conditions.
Optional cash payments may be made when joining the Plan or at any
quarterly dividend payment date thereafter. However, see "Optional
Cash Payments" for important information relating to the timing of such
cash payments.
Cost
The Company will pay all brokerage fees, commissions, the annual cost of
administration and, unless otherwise specified herein, all other charges
incurred in connection with the purchase of shares acquired under the Plan,
if any. Certain charges may be incurred by participants upon their
withdrawal from the Plan or upon the termination of the Plan, as described
below. See "Withdrawal by Participant."
Date for Investment of Funds under the Plan
Both dividends and optional cash payments will be invested on each
quarterly dividend payment date for the shares of Common Stock
(generally, on or about the 20th day of February, May, August and
November) Purchases
Shares purchased with reinvested dividends and optional cash payments
will be priced at 96% of the Market Price. See "Purpose and Advantages"
for the definition of Market Price. The purchase shall be made on the
dividend payment dates of each quarter, which normally occur on or about
the 20th day of February, May, August and November.
A participant's account will be credited with that number of shares,
including fractions computed to four decimal places, equal to the total
amount to be invested by the participant divided by the applicable purchase
price per share.
In the event a participant chooses not to reinvest dividends on shares
registered in his name by notifying the Agent to that effect, dividends
on shares held in a participant's account will continue to be reinvested
until the shares are withdrawn from the Plan.
Optional Cash Payments
A participant may purchase quarterly additional shares through cash
contributions, whether or not dividends are being reinvested.
Optional cash payments may not be less than $50, and the total of all such
investments may not exceed $5,000 in any quarter. There is no obligation
either to make an optional cash payment in any quarter or to invest the same
amount of cash in each quarter.
Multiple accounts which are set up in variations of the same name which bear
the same social security number or tax identification number or which,
irrespective of form, are established for the same beneficial owner for the
purpose of evading the $5,000 limitation will be considered one participant
for the purpose of the $5,000 limit. If a participant has some shares of
Common Stock registered in his name and other shares registered under a
nominee's or broker's street name, or in the name of a corporation, trust,
co-tenancy, partnership or other entity of which he is an "affiliate," he
and all such affiliates may only invest a total of $5,000 per quarter for
optional cash purchases under the Plan. For purposes of this Plan,
"affiliate" is defined in the same manner as Rule 405 of the Securities
Act of 1933, as amended, and includes any person or persons controlling,
controlled by or under common control with such participant. Separate
custodial or trust accounts for separate beneficiaries will, however, be
entitled to invest up to $5,000 per account each quarter. Purchases made
for an account of a participant in a plan which is qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended, will not be
included in this $5,000 limitation.
An optional cash payment may be made by enclosing a check or money
order with the Authorization Card when enrolling; or thereafter by
forwarding a check or money order to the Administrator with a payment
form which will be attached to each statement of account. Checks and
money orders should be made payable to Mellon Securities Trust Company.
NO INTEREST WILL BE PAID BY THE COMPANY OR THE
AGENT ON OPTIONAL CASH PAYMENTS. ACCORDINGLY,
ANY OPTIONAL CASH PAYMENTS WHICH A PARTICIPANT
WISHES TO MAKE MUST BE SENT SO AS TO REACH THE
AGENT NOT MORE THAN 30 AND LESS THAN 10 DAYS PRIOR
TO A DIVIDEND PAYMENT DATE. FUNDS RECEIVED MORE
THAN 30 DAYS OR LESS THAN 10 DAYS PRIOR TO THE
DIVIDEND PAYMENT DATE WILL BE RETURNED TO THE
PARTICIPANT.
Optional cash payments received by the Administrator will be refunded to
the participant upon written request received by the Administrator no later
than two business days prior to the applicable dividend payment date.
Number of Shares to be Purchased for the Participant
The number of shares, including fractional shares, purchased under the Plan
will depend on the amount of the participant's cash dividend, the amount
of his optional cash payments and the price of the shares determined as
provided above. Shares purchased, including fractional shares, will be
credited to the participant's account. Both whole and fractional shares
will be purchased, with the latter computed to four decimal places.
There is no special limitation on the cumulative number of shares that may
be purchased under the Plan. However, purchases under the Plan are subject
to the general restrictions contained in the By-Laws (the "By-Laws") of the
Company that prohibit purchases of shares that would disqualify the
Company as a real estate investment trust.
Under the Internal Revenue Code, one of the present requirements for
qualification of the Company as a real estate investment trust is that,
during the last half of the taxable year, no more than 50% of the
outstanding shares, warrants, options and certain other securities of
the Company may be owned by five or fewer individuals. The Directors
may prohibit the transfer of securities to any person whose acquisition
of such securities would, in the opinion of the Directors, violate the
foregoing requirements.
The By-Laws also restrict ownership of one person to no more than 9.8%
of the outstanding shares of the Company. This provision was included to
prevent five or fewer persons from owning 50% or more of the Company's
outstanding shares which would result in the Company's disqualification as
a real estate investment trust. No shares will be issued or transferred
to such person.
Source of Shares Purchased under the Plan
Shares purchased under the Plan will normally come from the authorized but
unissued shares of Common Stock of the Company. However, the
Company reserves the right to instruct the Agent to purchase shares for
participants on the open market, rather than issue new shares. Such market
purchases may be made on any securities exchange where shares of the
Company's Common Stock are traded, in the over-the-counter market or
in negotiated transactions, and may be on such terms as to price, delivery
and otherwise as the Agent may determine. Participants in the Plan will
pay no brokerage commissions, fees or service charges whether shares are
newly issued or purchased in the open market. The price of shares
purchased for participants will be the same whether the shares are newly
issued or purchased in the open market.
Method for Changing Options or Number of Shares on which Dividends
are Reinvested
A participant may change investment options at any time by completing a new
Authorization Card and returning it to the Administrator. Authorization
Cards are available from the Administrator upon request. If a participant
elects to increase or decrease the number of shares on which dividends are
being reinvested, the Authorization Card reflecting such change of options
must be received by the Administrator at least five business days prior to
the next dividend record date to assure that the change becomes effective
by that dividend payment date.
Withdrawal by Participant
A participant may withdraw from the Plan at any time. To withdraw from
the Plan, a written notification of withdrawal, signed by the participant,
must be delivered to the Administrator prior to the next dividend record
date. The Company reserves the right to terminate the Plan at any time.
Upon withdrawal by a participant or upon termination by the Company,
certificates for whole shares credited under the Plan will be issued to the
participant, and a cash payment will be sent to the participant for any
remaining fractional share.
Upon withdrawal, a participant may, if desired, request in the withdrawal
notice that all or part of the whole shares credited to such participant
under the Plan be sold. When the shares are sold, the participant will
receive the proceeds less a handling charge of $15.00 and any brokerage
commissions and transfer taxes.
A withdrawing participant may stop an investment if written instruction to
do so is received by the Administrator prior to the dividend record date.
Any dividend or optional cash payment received for which investment has
been stopped by such instruction will be returned to the participant.
Generally, an eligible stockholder may again become a participant at any
time. However, the Company reserves the right to reject any Authorization
Card from a previous participant on grounds of excessive joining and
termination. Such reservation is intended to minimize administrative
expense and to encourage use of the Plan as a long-term investment service.
Share Certificates
Share certificates will not be issued unless requested by the participants.
Thus, participants will be relieved of the responsibility of certificate
safe-keeping. Certificates for full shares will be issued upon written
request and the payment of a handling charge of $5.00 per certificate.
Reports to Participants
Each participant in the Plan will receive quarterly statements of account.
These statements are a participant's record of the costs of his purchases
and should be retained for income tax purposes. In addition, each
participant will receive the most current Prospectus for the Plan and
copies of the same communications sent to all other holders of shares of
Common Stock, including the Company's quarterly reports and annual report
to stockholders, a notice of the annual meeting and proxy statement and
Internal Revenue Service information for reporting dividend income received.
Miscellaneous
Effect of Stock Dividend, Stock Split or Rights Offering. Any shares
distributed by the Company as a stock dividend on shares (including
fractional shares) credited to a participant's account under the Plan, or
upon any split of such shares, will be credited to his account. Share
dividends or splits distributed on all other shares held by a participant
and registered in his own name will be mailed directly to the participant.
In a rights offering, a participant's entitlement will be based upon his
total holdings, including those credited to his account under the Plan.
Rights applicable to shares credited to a participant's account under the
Plan will be sold by the Agent and the proceeds will be credited to his
account under the Plan and applied to the purchase of shares on the next
investment date.
Any participant who wishes to exercise, transfer or sell the rights
applicable to the shares credited to his account under the Plan must request,
prior to the record date for the issuance of any such rights, that the whole
shares credited to his account be transferred from his account and registered
in his name.
Effect of Transfer of All Shares in Participant's Name. If a participant
disposes of all the shares registered in his name, exclusive of shares
credited to his account under the Plan, the Agent will continue to reinvest
the cash dividends on the shares held in his account under the Plan until the
Administrator is otherwise notified in writing.
Voting of Participant's Shares Held Under Plan. The shares credited to the
account of a participant under the Plan will be voted in accordance with the
instructions of the participant. A participant in the Plan who is not a
holder of record of shares in his own name will be furnished with a form of
proxy covering the shares credited to his account under the Plan. The proxy
of each participant who is also a holder of record of shares in his own name
will be deemed to include shares, if any, credited to his account under the
Plan and such shares held under the Plan will be voted in the same manner
as the shares registered in his own name. If a proxy is not returned, none
of the participant's shares will be voted unless the participant votes in
person. If a participant desires to vote in person at a meeting of
stockholders, a proxy for shares credited to his account under the Plan
may be obtained upon written request received by the Administrator at
least 15 days before the meeting.
Responsibilities of the Company and the Agent Under the Plan. In
administering the Plan, neither the Company, the Administrator, the Agent
nor any agent will be liable for any act done in good faith, or for any
omission to act in good faith, including, without limitation, any claim of
liability arising out of failure to terminate a participant's account upon
such participant's death prior to the receipt of notice in writing of such
death. Since the Company has delegated all responsibility for administering
the Plan to the Administrator, the Company specifically disclaims any
responsibility for any of its actions or inactions in connection with the
administration of the Plan.
Participants should recognize that neither the Company, the Administrator
nor the Agent can assure them of a profit or protect them against a loss on
shares purchased under the Plan.
Interpretation and Regulation of the Plan. The Company reserves the
right to interpret and regulate the Plan.
Suspension, Modification or Termination of the Plan. The Company
reserves the right to suspend, modify or terminate the Plan at any time.
Participants will be notified of any suspension, modification or termination
of the Plan. Upon termination of the Plan by the Company, a certificate
will be issued to each participant for the number of full shares in such
participant's account. Any fractional share in a participant's account will
be converted to cash and remitted to the participant.
Address for Correspondence Related to the Plan. All correspondence
concerning the Plan should be addressed to:
ChaseMellon Shareholder Services, L.L.C.
P. O. Box 750
Pittsburgh, PA 15230
Attention: Investment Services
and reference to Health Care REIT, Inc. should appear in such
correspondence.
USE OF PROCEEDS
The net proceeds realized by the Company from sales of its authorized
and unissued shares of Common Stock pursuant to the Plan will be used
for general business purposes. The Company does not know either the
number of shares that will be purchased under the Plan or the prices at
which such shares will be sold to participants.
FEDERAL INCOME TAX CONSEQUENCES
Participants in the Plan will be treated, for federal income tax purposes,
as having received on each dividend payment date a distribution equal to
the market value of the shares purchased with their reinvested Company
distributions. Participants electing to purchase shares under the optional
cash payment method will be treated as having received a distribution
equal to the difference, if any, between the market value on the dividend
payment date of the shares purchased and the amount of the optional cash
payment. In either case, the amount of these deemed distributions will be
treated as a dividend to the extent of the Company's accumulated earnings
and profits. In the event the distribution exceeds the Company's
accumulated earnings and profits, the excess will be treated as a tax-free
return of capital to the extent of the stockholders basis in shares of the
Company, and as capital gain thereafter.
The tax basis of shares acquired by participants through the reinvestment of
Company distributions will be equal to the market value of such shares on
the dividend payment date. The tax basis of shares acquired by the optional
cash payment method will be the greater of (i) the amount of the optional
cash payment or (ii) the market value of the shares acquired on the dividend
payment date. The holding period for shares credited to a participant's
account will begin on the day following the date of purchase.
A participant will realize gain or loss when shares are sold or exchanged,
whether such sale or exchange is pursuant to the participant's request upon
withdrawal from the Plan or takes place after withdrawal from or termination
of the Plan and, in the case of a fractional share, when the participant
receives a cash payment for a fraction of a share credited to his account.
The amount of such gain or loss will be the difference between the amount
that the participant receives for the shares or fraction of a share and the
tax basis thereof.
All participants are urged to consult their own tax advisors to determine
the particular tax consequences that may result from their participation
in the Plan and the subsequent disposal by them of shares purchased pursuant
to the Plan. The income tax consequences for participants who do not reside
in the United States will vary from jurisdiction to jurisdiction. In the
caseof a foreign stockholder whose dividends are subject to United States
income tax withholding, the amount of the tax to be withheld will be deducted
from the amount of dividends and the balance will be reinvested.
INDEMNIFICATION
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 the GCL, as so amended. The Restated
Certificate also states that any repeal or modification of the foregoing
paragraph by the stockholders of the Company shall not adversely affect
any right or protection of a director of the Company existing at the time
of such repeal or modification.
The Company's By-Laws provide that the Company shall indemnify, to
the extent permitted by the GCL, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer
of the Company, or is or was serving at the request of the Company as
a director, officer, employee, trustee, partner or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in connection with
such action, suit or proceeding.
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, By-Laws and Delaware law. The indemnifi-
cation 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.
Delaware law requires indemnification in cases where a director or officer
has been successful in defending any claim or proceeding and permits
indemnification, even if a director or officer has not been successful, in
cases where the director or officer acted in good faith and in a manner
that he or she reasonably believed was in, or not opposed to, the best
interests of the corporation. To be indemnified with respect to criminal
proceedings, the director or officer must also have had no reasonable
cause to believe that his or her conduct was unlawful. In the case of a
claim by a third party (i.e., a party other than the corporation), Delaware
law permits indemnification for judgments, fines and amounts paid in
settlement, as well as expenses. In the case of a claim by or in the right
of the corporation (including shareholders derivative suits), indemnification
under the GCL is limited to expenses, but does not cover judgments or amounts
paid in settlement, and no indemnification of expenses is permitted if the
director or officer is adjudged liable to the corporation, unless a court
determines that, despite such adjudication but in view of all of the
circumstances, such indemnification is nonetheless proper. Delaware law
also permits the advancement of expenses to directors and officers upon
receipt of an undertaking to repay all amounts so advanced if it is ultimately
determined that the director or officer has not met the applicable standard
of conduct and is, therefore, not entitled to be indemnified.
In addition, the Company maintains indemnification insurance with provides
for reimbursing the Company for indemnification payments properly and
lawfully made through directors and officers and for insuring directors and
officers in situations where the Company cannot or does not indemnify them.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and
is therefore unenforceable.
EXPERTS
The consolidated financial statements and schedule of Health Care REIT,
Inc. appearing in the Company's Annual Report (Form 10-K) for the
year ended December 31, 1995 have been audited by Earnest & Young
LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements and schedule are incorporated herein by reference in reliance
upon such report given upon the authority of such firm as experts in
accounting and auditing.
LEGAL OPINIONS
The legality of the issuance of the shares of Common Stock being offered
hereby is being passed upon for the Company by Shumaker, Loop &
Kendrick, LPL, Toledo, Ohio.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses payable in connection with the issuance and distribution of the
securities to be registered, other than underwriting discounts and
commissions, are estimated as follows:
Securities and Exchange Commission filing fees $ 7,329.55
Printing and engraving expenses and postage 7,600.00
Legal fees and expenses 10,000.00
Accounting fees and expenses 3,500.00
Miscellaneous 1,500.00
TOTAL $29,929.55
Item 15. Indemnification of Officers and Directors.
Section 7 of the Company's Restated Certificate of Incorporation, as
amended (the "Restated Certificate") provides that a director of the
Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve international misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law
of Delaware (the "GCL"), or (iv) for any transaction from which the
director derived any improper personal benefit. Section 7 also provides
that if the GCL is amended to further eliminate or limit the personal
liability of directors, then the liability of a director of the Company
shall be eliminated or limited to the extent permitted by the GCL, as so
amended. The Restated Certificate also states that any repeal or
modification of the foregoing paragraph by the stockholders of the Company
shall not adversely affect any right or protection of a director of the
Company existing at the time of such repeal or modification.
The Company's Amended By-Laws (the "By-Laws") provide that the
Company shall indemnify, to the extent permitted by the GCL, any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director or officer of the Company, or is or was
serving at the request of the Company as a director, officer, employee,
trustee, partner or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and
reasonably incurred by him in connection with such action, suit or
proceeding.
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, 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.
Delaware law requires indemnification in cases where a director or officer
has been successful in defending any claim or proceeding and permits
indemnification, even if a director or officer has not been successful, in
cases where the director or officer acted in good faith and in a manner
that he or she reasonably believed was in, or not opposed to, the best
interests of the corporation. To be indemnified with respect to crimina
l proceedings, the director or officer must also have had no reasonable
cause to believe that his or her conduct was unlawful. In the case of a
claim by a third party (i.e., a party other than the corporation), Delaware
law permits indemnification for judgments, fines and amounts paid in
settlement, as well as expenses. In the case of a claim by or in the right
of the corporation (including shareholder derivative suits), indemnifi-
cation under the GCL is limited to expenses, but does not cover judgments
or amounts paid in settlement, and no indemnification of expenses is
permitted if the director or officer is adjudged liable to the corporation,
unless a court determines that, despite such adjudication but in view of
all of the circumstances, such indemnification is nonetheless proper.
Delaware law also permits the advancement of expenses to directors and
officers upon receipt of an undertaking to repay all amounts so advanced
if it is ultimately determined that the director or officer has not met the
applicable standard of conduct and is, therefore, not entitled to be
indemnified.
In addition, the Company maintains indemnification insurance with
provides for reimbursing the Company for indemnification payments
properly and lawfully made through directors and officers and for insuring
directors and officers in situations where the Company cannot or does not
indemnify them.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and
is therefore unenforceable.
Item 16. Exhibits
Exhibit
Number Exhibit
4.11 Second Restated Certificate of Incorporation.
4.22 By-Laws of Health Care REIT, Inc.
4.33 Rights Agreement.
5 Opinion of Shumaker, Loop & Kendrick, LLP.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 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.
24 Powers of Attorney.
Item 17. Undertakings
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
1 Previously filed as Exhibit 3(i) to the Company's Annual Report
(Form 10-K) for the year ended December 31, 1995.
2 Previously filed as Exhibit 3(ii) to the Company's Annual Report
(Form 10-K) for the year ended December 31, 1995.
3 Previously filed as an Exhibit to the Company's Form 8-A filed
August 3, 1994 (File No. 1-8923).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Toledo, State of Ohio, on this
10th day of January, 1997.
HEALTH CARE REIT, INC.
By /s/ GEORGE L. CHAPMAN
George L. Chapman
Chairman of the Board,
Principal Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on January 10, 1997.
Signature Title Date
George L.Chapman Director, Chairman
of the Board, Principal
Executive Officer and
President January 10, 1997
Edward F. Lange, Jr. Vice President and
Principal Financial
Officer January 10, 1997
Michael A. Crabtree Principal Accounting
Officer January 10, 1997
William C. Ballard,Jr. Director January 10, 1997
Pier C. Borra Director January 10, 1997
Bruce Douglas Director January 10, 1997
Richard C. Glowacki Director January 10, 1997
Sharon M. Oster Director January 10, 1997
Bruce G. Thompson Director January 10, 1997
Richard A. Unverferth Director January 10, 1997
Frederic D. Wolfe Director January 10, 1997
* Executing on behalf of himself and the indicated Directors of the
Registrant by George L. Chapman, duly appointed attorney-in-fact.
/s/ GEORGE L. CHAPMAN
George L. Chapman, Pro Se and
Attorney-in-Fact Dated: January 10, 1997
EXHIBIT 5
SHUMAKER, LOOP & KENDRICK, LLP
1000 Jackson Street
Toledo, Ohio 43624
419-321-1313
January 10, 1997
George L. Chapman
Chairman of the Board, Chief
Executive Officer and President
Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, Ohio 43604
Re: Health Care REIT, Inc.
Registration Statement on Form S-3
SEC File No. 33-________
Our File No. 39384
Dear Mr. Chapman:
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-3 with the Securities and
Exchange Commission pursuant to the requirements of the
Securities Act of 1933, as amended, for the registration of
1,000,000 shares of the Company's common stock (hereinafter
referred to as the "Shares").
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 in the manner set forth in the Registration
Statement, legally and validly issued and fully paid and
nonassessable.
The undersigned hereby consents to the filing of this opinion as
Exhibit 5 to the Registration Statement.
Very truly yours,
SHUMAKER, LOOP & KENDRICK, LLP
By: /S/ MARY ELLEN PISANELLI
Mary Ellen Pisanelli
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Health
Care REIT, Inc. for the registration of 1,000,000 shares of its common
stock and to the incorporation by reference therein of our report dated
February 6, 1996, with respect to the consolidated financial statements
and schedule of Health Care REIT, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1995 filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Toledo, Ohio
January 10, 1997
EXHIBIT 23.2
CONSENT OF SHUMAKER, LOOP & KENDRICK, LLP
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Health
Care REIT, Inc. (the "Company") for the registration of 1,000,000 shares
of the Company's Common Stock.
SHUMAKER, LOOP & KENDRICK, LLP
Toledo, Ohio
January 10, 1997
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned, a director of Health Care REIT, Inc. (the
"Company"), a Delaware corporation that contemplates filing a
Registration Statement on Form S-3 ("Form S-3") with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, for the purpose of
registering under such Act of up to 1,000,000 shares of the
Company's Common Stock, $1.00 par value, hereby constitutes
and appoints GEORGE L. CHAPMAN his true and lawful
attorney-in-fact and agent, for him and in his name, place and
stead, in the capacity as director, to sign such Form S-3 and any
and all amendments and supplements, including post-effective
amendments thereto, and to file such Form S-3 and each such
amendment and supplement, including post-effective
amendments, so signed, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and
Exchange Commission, any and all applications or other
documents in connection with the listing of the Company's
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-3,
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 11th day of November, 1996.
/s/ BRUCE G. THOMPSON
Bruce G. Thompson
Director
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-3 ("Form S-3") with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, for the purpose of
registering under such Act of up to 1,000,000 shares of the
Company's Common Stock, $1.00 par value, hereby constitutes
and appoints BRUCE G. THOMPSON his true and lawful
attorney-in-fact and agent, for him in his name, place and stead,
in the capacities as director, Chairman of the Board, Principal
Executive Officer and President of the Company, to sign such
Form S-3 and any and all amendments and supplements,
including post-effective amendments thereto, and to file such
Form S-3 and each such amendment and supplement, including
post-effective amendments, so signed, with all exhibits thereto,
and any and all other documents in connection therewith, with
the Securities and Exchange Commission, any and all
applications or other documents in connection with the listing of
the Company's 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-3, 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 11th day of November, 1996.
/s/ GEORGE L. CHAPMAN
George L. Chapman
Director, Chairman of the Board,
Principal Executive Officer
and President
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-3 ("Form S-3") with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933,
as amended, for the purpose of registering under such Act shares
of the Company's of up to 1,000,000 shares of the Company's
Common Stock, $1.00 par value, 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 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-3 and any and all amendments and supplements, including
post-effective amendments thereto, and to file such Form S-3 and
each such amendment and supplement, including post-effective
amendments, so signed, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and
Exchange Commission, any and all applications or other
documents in connection with the listing of the Company's
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-3,
hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all
acts and things requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might do in
person, hereby ratifying and confirming all that said attorneys-in
- -fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his
hand this 11th day of November, 1996.
/s/ EDWARD F. LANGE, JR.
Edward F. Lange, Jr.
Vice President and Principal
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned, the Principal Accounting Officer of Health Care
REIT, Inc. (the "Company"), a Delaware corporation that
contemplates filing a Registration Statement on Form S-3 ("Form
S-3") with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, for the
purpose of registering under such Act of up to 1,000,000 shares
of the Company's Common Stock, $1.00 par value, 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 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-3 and any and all amendments and
supplements, including post-effective amendments thereto, and
to file such Form S-3 and each such amendment and supplement,
including post-effective amendments, so signed, with all exhibits
thereto, and any and all other documents in connection therewith,
with the Securities and Exchange Commission, any and all
applications or other documents in connection with the listing of
the Company's 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-3, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform any and all acts and things requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as he might do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets her
hand this 11th day of November, 1996.
/s/ MICHAEL A. CRABTREE
Michael A. Crabtree
Principal Accounting Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned, a director of Health Care REIT, Inc. (the
"Company"), a Delaware corporation that contemplates filing a
Registration Statement on Form S-3 ("Form S-3") with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, for the purpose of
registering under such Act of up to 1,000,000 shares of the
Company's Common Stock, $1.00 par value, 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 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
- -3 and any and all amendments and supplements, including post
- -effective amendments thereto, and to file such Form S-3 and
each such amendment and supplement, including post-effective
amendments, so signed, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and
Exchange Commission, any and all applications or other
documents in connection with the listing of the Company's
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-3,
hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all
acts and things requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might do in
person, hereby ratifying and confirming all that said attorneys-in
- -fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his
hand this 7th day of November, 1996.
/s/ WILLIAM C. BALLARD, JR.
William C. Ballard, Jr.
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned, a director of Health Care REIT, Inc. (the
"Company"), a Delaware corporation that contemplates filing a
Registration Statement on Form S-3 ("Form S-3") with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, for the purpose of
registering under such Act of up to 1,000,000 shares of the
Company's Common Stock, $1.00 par value, 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 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
- -3 and any and all amendments and supplements, including post
- -effective amendments thereto, and to file such Form S-3 and
each such amendment and supplement, including post-effective
amendments, so signed, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and
Exchange Commission, any and all applications or other
documents in connection with the listing of the Company's
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-3,
hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all
acts and things requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might do in
person, hereby ratifying and confirming all that said attorneys-in
- -fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his
hand this 11th day of November, 1996.
/s/ BRUCE DOUGLAS
Bruce Douglas
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned, a director of Health Care REIT, Inc. (the
"Company"), a Delaware corporation that contemplates filing a
Registration Statement on Form S-3 ("Form S-3") with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, for the purpose of
registering under such Act of up to 1,000,000 shares of the
Company's Common Stock, $1.00 par value, 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 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
- -3 and any and all amendments and supplements, including post
- -effective amendments thereto, and to file such Form S-3 and
each such amendment and supplement, including post-effective
amendments, so signed, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and
Exchange Commission, any and all applications or other
documents in connection with the listing of the Company's
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-3,
hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all
acts and things requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might do in
person, hereby ratifying and confirming all that said attorneys-in
- -fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his
hand this 6th day of November, 1996.
/s/ PIER C. BORRA
Pier C. Borra
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned, a director of Health Care REIT, Inc. (the
"Company"), a Delaware corporation that contemplates filing a
Registration Statement on Form S-3 ("Form S-3") with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, for the purpose of
registering under such Act of up to 1,000,000 shares of the
Company's Common Stock, $1.00 par value, 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 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
- -3 and any and all amendments and supplements, including post
- -effective amendments thereto, and to file such Form S-3 and
each such amendment and supplement, including post-effective
amendments, so signed, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and
Exchange Commission, any and all applications or other
documents in connection with the listing of the Company's
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-3,
hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all
acts and things requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might do in
person, hereby ratifying and confirming all that said attorneys-in
- -fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his
hand this 11th day of November, 1996.
/s/ RICHARD C. GLOWACKI
Richard C. Glowacki
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned, a director of Health Care REIT, Inc. (the
"Company"), a Delaware corporation that contemplates filing a
Registration Statement on Form S-3 ("Form S-3") with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, for the purpose of
registering under such Act of up to 1,000,000 shares of the
Company's Common Stock, $1.00 par value, 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 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
- -3 and any and all amendments and supplements, including post
- -effective amendments thereto, and to file such Form S-3 and
each such amendment and supplement, including post-effective
amendments, so signed, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and
Exchange Commission, any and all applications or other
documents in connection with the listing of the Company's
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-3,
hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all
acts and things requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might do in
person, hereby ratifying and confirming all that said attorneys-in
- -fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his
hand this 6th day of November, 1996.
/s/ RICHARD A. UNVERFERTH
Richard A. Unverferth
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned, a Director of Health Care REIT, Inc. (the
"Company"), a Delaware corporation that contemplates filing a
Registration Statement on Form S-3 ("Form S-3") with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, for the purpose of
registering under such Act of up to 1,000,000 shares of the
Company's Common Stock, $1.00 par value, 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 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-3 and any and all amendments and supplements,
including post-effective amendments thereto, and to file such
Form S-3 and each such amendment and supplement, including
post-effective amendments, so signed, with all exhibits thereto,
and any and all other documents in connection therewith, with
the Securities and Exchange Commission, any and all
applications or other documents in connection with the listing of
the Company's 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-3, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform any and all acts and things requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as he might do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his
hand this 7th day of November, 1996.
/s/ FREDERIC D. WOLFE
Frederic D. Wolfe
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned, a director of Health Care REIT, Inc. (the
"Company"), a Delaware corporation that contemplates filing a
Registration Statement on Form S-3 ("Form S-3") with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, for the purpose of
registering under such Act of up to $1,000,000 shares of the
Company's Common Stock, $1.00 par value, 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 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
- -3 and any and all amendments and supplements, including post
- -effective amendments thereto, and to file such Form S-3 and
each such amendment and supplement, including post-effective
amendments, so signed, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and
Exchange Commission, any and all applications or other
documents in connection with the listing of the Company's
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-3,
hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all
acts and things requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as she might do
in person, hereby ratifying and confirming all that said attorneys
- -in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets her
hand this 6th day of November, 1996.
/s/ SHARON M. OSTER
Sharon M. Oster
Director
