SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
August 26, 2003
HEALTH CARE REIT, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-8923 34-1096634
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio 43603-1475
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): 419-247-2800
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ITEM 5. OTHER EVENTS.
Effective August 26, 2003, the Company and certain of its subsidiaries
entered into Amendment No. 2 to Amended and Restated Loan Agreement ("Amendment
No. 2") with Key Corporate Capital Inc., Deutsche Bank Trust Company Americas,
Bank of America, N.A., Bank One, N.A., UBS AG, Cayman Islands Branch and
Comerica Bank (the "Banks") and KeyBank National Association, as administrative
agent for the Banks. Amendment No. 2 amends certain financial covenants
contained in the loan agreement, as amended, to enhance the Company's financial
flexibility.
Effective September 10, 2003, the Company entered into Supplemental
Indenture No. 5 to the Indenture, dated as of April 17, 1997 (as amended and
supplemented), with Fifth Third Bank, as trustee (the "Trustee"), and
Supplemental Indenture No. 2 to the Indenture, dated as of September 6, 2002 (as
amended and supplemented), with the Trustee. Effective September 16, 2003, the
Company entered into Amendment No. 1 to Supplemental Indenture No. 5 with the
Trustee and Amendment No. 1 to Supplemental Indenture No. 2 with the Trustee.
These supplemental indentures, as amended, modify the indentures to require us
to (a) limit the use of secured debt to 40% of undepreciated total assets, (b)
limit total debt to 60% of undepreciated total assets, and (c) maintain total
unencumbered assets at 150% of total unsecured debt.
In connection with the Company's Registration Statement on Form S-3
(File No. 333-107280), declared effective August 4, 2003, the Company has
entered into an Underwriting Agreement for an offering of 3,200,000 shares of
common stock, $1 par value, of the Company, plus up to an additional 480,000
shares of common stock if the over-allotment option granted therein is exercised
in full.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement
4.1 Supplemental Indenture No. 5 by and between the Company and
Fifth Third Bank, dated September 10, 2003
4.2 Supplemental Indenture No. 2 by and between the Company and
Fifth Third Bank, dated September 10, 2003
4.3 Amendment No. 1 to Supplemental Indenture No. 5 by and
between the Company and Fifth Third Bank, dated
September 16, 2003
4.4 Amendment No. 1 to Supplemental Indenture No. 2 by and
between the Company and Fifth Third Bank, dated
September 16, 2003
10.1 Amendment No. 2 to Amended and Restated Loan Agreement by
and among the Company and certain of its subsidiaries, the
banks signatory hereto and KeyBank National Association, as
administrative agent for such banks, dated August 26, 2003
23.1 Consent of Independent Auditors
99.1 Press Release dated August 11, 2003
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
HEALTH CARE REIT, INC.
By: /s/ GEORGE L. CHAPMAN
---------------------------
George L. Chapman
Its: Chairman of the Board and Chief
Executive Officer
Dated: September 23, 2003
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EXHIBIT INDEX
Designation
Number Under
Item 601 of
Exhibit No. Regulation S-K Description
----------- -------------- -----------
1.1 1 Underwriting Agreement
4.1 4 Supplemental Indenture No. 5 by and between the Company and
Fifth Third Bank, dated September 10, 2003
4.2 4 Supplemental Indenture No. 2 by and between the Company and
Fifth Third Bank, dated September 10, 2003
4.3 4 Amendment No. 1 to Supplemental Indenture No. 5 by and
between the Company and Fifth Third Bank, dated
September 16, 2003
4.4 4 Amendment No. 1 to Supplemental Indenture No. 2 by and
between the Company and Fifth Third Bank, dated
September 16, 2003
10.1 10 Amendment No. 2 to Amended and Restated Loan Agreement by
and among the Company and certain of its subsidiaries, the
banks signatory hereto and KeyBank National Association, as
administrative agent for such banks, dated August 26, 2003
23.1 23 Consent of Independent Auditors
99.1 99 Press Release dated August 11, 2003
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