<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. 1995 STOCK INCENTIVE PLAN
(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 PRICE PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE* AGGREGATE OFFERING PRICE* REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock, 1,000,000 shares $ 26.3125 $26,312,500 $7,973.48
par value $1.00 per
share
==================================================================================================================================
</TABLE>
* Inserted solely for the purpose of calculating the registration fee pursuant
to Rule 457(h). The fee is calculated on the basis of the number of shares which
may be issued under the 1995 Stock Incentive Plan, 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 5
<PAGE> 2
EXPLANATORY NOTE
----------------
The 1,000,000 shares of common stock, par value $1.00 per
share, of Health Care REIT, Inc., registered under this Registration Statement
on Form S-8 consist of additional shares of the common stock reserved for
issuance under the terms of the Health Care REIT, Inc. 1995 Stock Incentive
Plan, as amended. The 600,000 shares of common stock previously reserved for
issuance under the 1995 Stock Incentive Plan were registered under the
Registration Statement on Form S-8 filed with the Commission on February 27,
1996, Registration No. 333-1239.
The contents of the Registration Statement on Form S-8,
Registration No. 333-1239, filed by the Company on February 27, 1996 are hereby
incorporated by reference into this Registration Statement on Form S-8.
Pursuant to General Instruction E to Form S-8, captioned
"Registration of Additional Securities," this Registration Statement on Form S-8
consists only of the facing page, the statement in the preceding paragraph
incorporating the contents of the earlier Registration Statement on Form S-8,
the information not previously filed as part of the earlier registration
statement, including an Exhibit consisting of the First Amendment to the 1995
Stock Incentive Plan, and the signature page. Accordingly, as permitted by
General Instruction E, responses to Items 4, 6, 7 and 9 of the Instructions to
Form S-8 have been omitted.
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.
II-1
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The Company's legal counsel, Shumaker, Loop & Kendrick, LLP of
Toledo, Ohio, is giving 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 8. EXHIBITS.
The following are filed herewith as part of this Registration
Statement:
EXHIBIT NO. EXHIBIT
----------- -------
4.1 Health Care REIT, Inc. 1995 Stock Incentive Plan, incorporated
by reference to Appendix II to the Registrant's Proxy
Statement for the Annual Meeting of Stockholders held on
November 28, 1995.
4.2 First Amendment to the Health Care REIT, Inc. 1995 Stock
Incentive Plan.
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
II-2
<PAGE> 4
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-3
<PAGE> 5
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. 1995 Stock Incentive Plan, incorporated
by reference to Appendix II to the Registrant's Proxy
Statement for the Annual Meeting of Stockholders held on
November 22, 1995.
4.2 First Amendment to the Health Care REIT, Inc. 1995 Stock
Incentive Plan.
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.
23.3 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-4
<PAGE> 1
EXHIBIT 4.2
FIRST AMENDMENT TO THE
HEALTH CARE REIT, INC.
1995 STOCK INCENTIVE PLAN
---------------------------------------
Health Care REIT, Inc., a Delaware corporation (the "Company")
hereby amends the Health Care REIT, Inc. 1995 Stock Incentive Plan (the "Plan")
in the manner set forth in the terms of this Amendment (the "Amendment").
Capitalized terms used in this Amendment and not otherwise defined shall have
the definitions set forth in the Plan.
1. PURPOSE OF THE AMENDMENT. The purposes of this Amendment are to
increase the number of shares of the Company's common stock reserved for
issuance under the Plan by 1,000,000 shares, to clarify the time at which
additional shares will become available under the Plan, and to permit the
Company to take advantage of certain recent changes in Securities and Exchange
Commission Rule 16b-3.
2. AUTHORITY FOR THE AMENDMENT. Paragraph 12.1 of the Plan provides
that, to the extent permitted by law, the Board of Directors of the Company may
at any time and from time to time amend the Plan in such respects as it shall
deem advisable.
3. AMENDMENT TO SECTION 10.1. Paragraph (a) of Section 10.1 of the
Plan shall be amended and restated in its entirety, to read as follows:
(a) Shares of Common Stock which may be issued pursuant to
Options, SARs, Restricted Stock awards or Performance Share awards
granted under the Plan may be either authorized and unissued shares of
Common Stock or of Common Stock held by the Corporation as treasury
stock. The number of shares of Common Stock reserved for issuance under
this Plan on the date of any grant on or after April 22, 1997 shall not
exceed 1,916,015 shares of Common Stock, subject to such future
adjustments as may be made pursuant to Section 10.2.
The effectiveness of this Amendment to Section 10.1 set forth in this Paragraph
3 shall be conditioned upon its approval by the Company's stockholders at the
next Annual Meeting of Stockholders.
4. AMENDMENT TO SECTION 10.2. Section 10.2 of the Plan shall be
amended, effective as of the date hereof, by restating the second sentence of
the first paragraph of such Section 10.2, to read as follows:
In addition, if the total number of outstanding shares of Common Stock has
increased by more than 5 percent during any period of twelve (12) calendar
months by reason of equity offerings (including either public offerings and
private placements) completed during such period, the Committee shall adjust
the total number of shares available for future issuance under the Plan to
equal 5.0 percent of the total number of shares outstanding at the end of
the final calendar month during such twelve month period; provided that, the
total number of shares which may be reserved for issuance pursuant to ISOs
granted under the Plan shall not exceed 1,600,000 shares.
5. AMENDMENT TO SECTION 11.2. Section 11.2 of the Plan shall be
amended, effective as of the date hereof, by adding the following new sentence
to the end of such Section 11.2:
Notwithstanding the foregoing, the Committee may, in its discretion, permit
a Participant to transfer all or a portion of his or her Options or other
awards to members of his or her immediate family, to trusts established for
the benefit of members of his immediate family, or to family limited
partnerships in which the Participant and immediate family members are the
only partners, provided that the Participant may receive no consideration
for such transfers, and that such Options shall still be subject to
termination in accordance with Section 4.2 or Section 7.3 in the hands of
the transferee.
6. AMENDMENT TO SECTION 3.1. Section 3.1 of the Plan shall be
amended by restating paragraph (a) of such
<PAGE> 2
Section 3.1 as follows:
(a) The Plan shall be administered by a Committee consisting of not less
than two members of the Board of Directors. Such members shall be appointed
by the Board of Directors from time to time and shall serve at the pleasure
of the Board of Directors.
7. RATIFICATION OF THE PLAN. In all other respects, the Plan, as
amended to date, is hereby ratified, approved and confirmed.
IN WITNESS WHEREOF, the undersigned, being a duly authorized
officer of the Company, hereby executes this Amendment to the Plan on behalf of
the Company, as directed and approved by the Board of Directors of Health Care
REIT, Inc.
HEALTH CARE REIT, INC.
By _____________________________
<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.
1995 Stock Incentive Plan
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 1,000,000 shares of the common stock of the Company, par value
$1.00 per share (the "Shares"), issuable to eligible officers and employees of
the Company upon the exercise of stock options or as restricted stock awards
granted under the Company's 1995 Stock Incentive Plan (the "Plan").
In connection with the following opinion, we have examined and have
relied upon such documents, records, certificates, statements and instruments as
we have deemed necessary and appropriate to render the opinion herein set forth.
Based upon the foregoing, it is our opinion that the Shares issued
and sold to eligible employees 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. 1995 Stock
Incentive Plan 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 employees
pursuant to the Company's 1995 Stock Incentive Plan, 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-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 employees
pursuant to the Company's 1995 Stock Incentive Plan, 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-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 employees
pursuant to the Company's 1995 Stock Incentive Plan, hereby constitutes and
appoints BRUCE G. THOMPSON 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 22 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 employees
pursuant to the Company's 1995 Stock Incentive Plan, 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-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 employees
pursuant to the Company's 1995 Stock Incentive Plan, 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-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 22th 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 employees
pursuant to the Company's 1995 Stock Incentive Plan, 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-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/ 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 employees
pursuant to the Company's 1995 Stock Incentive Plan, hereby constitutes and
appoints GEORGE L. CHAPMAN 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 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 22 day of July, 1997.
/s/ Bruce G. Thompson
------------------------------
Bruce G. Thompson
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 stock, $1.00 par value per share, offered to eligible employees
pursuant to the Company's 1995 Stock Incentive Plan, 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-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/ Richard A. Unverferth
-------------------------
Richard A. Unverferth
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 common stock, $1.00 par value per share, offered to eligible employees
pursuant to the Company's 1995 Stock Incentive Plan, 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-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 15th day of July, 1997.
/s/ Sharon M. Oster
------------------------------
Sharon M. Oster
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 employees
pursuant to the Company's 1995 Stock Incentive Plan, 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-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/ 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 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 employees pursuant to the Company's 1995
Stock Incentive Plan, 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-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/ Edward F. Lange, Jr.
------------------------
Edward F. Lange, Jr.
Vice President and Principal
Financial Officer
<PAGE> 12
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 employees pursuant to the Company's 1995 Stock
Incentive Plan, 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-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
