Edgar Filing: HEALTH CARE REIT INC /DE/

Filed Pursuant To Rule 424(b)(5)
Registration No. 333-107280
Prospectus Supplement
(To Prospectus Dated August 4, 2003)

[HEALTH CARE REIT LOGO]

3,200,000 SHARES
COMMON STOCK

Health Care REIT, Inc. is a self-administered, equity real estate
investment trust that invests in health care facilities, primarily
skilled nursing and assisted living facilities. We also invest in
specialty care facilities. At June 30, 2003, we had investments in 270
health care facilities in 33 states and had total assets of approximately
$1.7 billion.

This is a public offering of our common stock. We are offering 3,200,000
shares of common stock with this prospectus supplement.

Our common stock is traded on the New York Stock Exchange under the
symbol "HCN." On September 23, 2003 the last reported sale price of our
common stock on the NYSE was $30.40 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISK. SEE "CAUTIONARY STATEMENT
CONCERNING FORWARD-LOOKING STATEMENTS AND RISK FACTORS" ON PAGE S-4 IN
THIS PROSPECTUS SUPPLEMENT.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Per Share Total

Public offering price $ 30.25 $96,800,000
Underwriting discounts and commissions $ 1.51 $ 4,832,000
Proceeds, before expenses, to Health Care REIT, Inc. $ 28.74 $91,968,000

We have granted the underwriters the right to purchase up to 480,000
additional shares of common stock to cover over-allotments.

Deutsche Bank Securities UBS Investment Bank

A.G. Edwards & Sons, Inc.
Legg Mason Wood Walker
Incorporated
Banc of America Securities LLC
McDonald Investments Inc.

The date of this prospectus supplement is September 23, 2003.

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights some information from this prospectus supplement.
It may not contain all of the information that is important to you. To
understand this offering fully, you should read the entire prospectus supplement
and the prospectus carefully. Unless otherwise indicated, all information in
this prospectus supplement assumes that the underwriters do not exercise their
over-allotment option. In this prospectus supplement, unless specifically noted
otherwise, "we," "us," "our," or the "Company" refer to Health Care REIT, Inc.
and its subsidiaries.

ABOUT OUR COMPANY

We are a self-administered, equity real estate investment trust that
invests in health care facilities, primarily skilled nursing and assisted living
facilities. We also invest in specialty care facilities. As of June 30, 2003,
long-term care facilities, which include skilled nursing and assisted living
facilities, comprised approximately 92% of our investment portfolio. Founded in
1970, we were the first real estate investment trust to invest exclusively in
health care facilities.

As of June 30, 2003, we had approximately $1.7 billion of net real estate
investments, inclusive of credit enhancements, in 270 facilities located in 33
states and managed by 47 different operators. At that date, the portfolio
included 166 assisted living facilities, 96 skilled nursing facilities and eight
specialty care facilities.

Our principal executive offices are located at One SeaGate, Suite 1500,
Toledo, Ohio, 43604, and our telephone number is (419) 247-2800.

OUR STRATEGY

We seek to increase funds from operations and enhance stockholder value
through relationship investing with public and private regionally focused health
care operators. The primary components of this strategy are set forth below:

- Relationship Investing. We establish relationships with, and provide
financing to, operators throughout their growth cycles. We target
companies with experienced management teams, regionally focused
operations, substantial insider ownership interests or venture capital
backing and significant growth potential.

- Portfolio Management. Portfolio strength is derived from diversity by
operator, health care sector and geographic location. We emphasize
long-term investment structures that result in a predictable asset base
with attendant recurring income and funds from operations. Generally,
master leases have a 10 to 15 year term and mortgage loans provide five
to seven years of prepayment protection.

- Depth of Management. Our management team is comprised of seven
individuals with 117 years of experience in health care and real estate
finance.

S-2

THE OFFERING

COMMON STOCK OFFERED.......... 3,200,000 shares of our common stock, $1.00 par
value per share.

COMMON STOCK TO BE OUTSTANDING
AFTER THIS OFFER.............. 48,101,389 shares.

OVER-ALLOTMENT OPTION......... Up to 480,000 shares; if the over-allotment
option is exercised in full by the
underwriters, the total public offering price,
underwriting discounts and proceeds will be
approximately $111.3 million, $5.6 million and
$105.7 million, respectively.

USE OF PROCEEDS............... We estimate the net proceeds from this sale
will be $91.7 million. The proceeds will be
used to invest in additional health care
properties. Pending such use, the proceeds will
be used to repay borrowings under our unsecured
lines of credit arrangements.

DIVIDENDS..................... We are currently paying dividends of $0.585 per
quarter, or $2.34 per year.

LISTING....................... We list our common stock on the New York Stock
Exchange under the symbol "HCN."

S-3

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS AND
RISK FACTORS

We have made and incorporated by reference statements in this prospectus
supplement that constitute "forward-looking statements" as that term is defined
in the federal securities laws. These forward-looking statements concern:

- the possible expansion of our portfolio;

- the performance of our operators and properties;

- our ability to enter into agreements with new viable tenants for
properties which we take back from financially troubled tenants, if any;

- our ability to make distributions;

- our policies and plans regarding investments, financings and other
matters;

- our tax status as a real estate investment trust;

- our ability to appropriately balance the use of debt and equity; and

- our ability to access capital markets or other sources of funds.

When we use words such as "believe," "expect," "anticipate," "estimate" or
similar expressions, we are making forward-looking statements. Forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties. Our expected results may not be achieved, and actual results may
differ materially from our expectations. This may be a result of various
factors, including, but not limited to:

- the status of the economy;

- the status of capital markets, including prevailing interest rates;

- compliance with and changes to regulations and payment policies within
the health care industry;

- changes in financing terms;

- competition within the health care and senior housing industries; and

- changes in federal, state and local legislation.

On May 28, 2003, the President signed into law legislation that, for
individual taxpayers, will generally reduce the tax rate on corporate dividends
to a maximum of 15% for tax years from 2003 to 2008. REIT dividends generally
will not qualify for this reduced tax rate because a REIT's income generally is
not subject to corporate level tax. This new law could cause stock in non-REIT
corporations to be a more attractive investment to individual investors than
stock in REITs and could have an adverse effect on the market price of our
equity securities.

Other important factors are identified in our Annual Report on Form 10-K
for the year ended December 31, 2002, which is incorporated by reference into
this prospectus supplement, including factors identified under the headings
"Business" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations." We assume no obligation to update or revise any
forward-looking statements or to update the reasons why actual results could
differ from those projected in any forward-looking statements.

THE COMPANY

which include skilled nursing and assisted living facilities, comprised
approximately 92% of our investment portfolio. Founded in 1970, we were the
first real estate investment trust to invest exclusively in health care
facilities.

As of June 30, 2003, we had approximately $1.7 billion in net real estate
investments, inclusive of credit enhancements, in 270 facilities located in 33
states and managed by 47 different operators. At that date, the portfolio
included 166 assisted living facilities, 96 skilled nursing facilities and eight
specialty care facilities.

Relationship Investing. We establish relationships with, and provide
financing to, operators throughout their growth cycles. We target companies with
experienced management teams, regionally focused operations, substantial inside
ownership interests or venture capital backing and significant growth potential.

By maintaining close ties to health care operators, we are able to provide
value added services and monitor our investments on an ongoing basis.
Investments are designed to support the operator's business plan. Features
typically include a master operating lease for the acquisition and development
of facilities in a geographic region. Economic terms typically include annual
rate increases and fair market value-based purchase options.

Portfolio Management. Portfolio strength is derived from diversity by
operator, health care sector and geographic location. We emphasize long-term
investment structures that result in a predictable asset base with attendant
recurring income and funds from operations. Generally, master leases have a 10
to 15 year term and mortgage loans provide five to seven years of prepayment
protection. We also regularly monitor the portfolio with our proprietary
database system.

Depth of Management. Our management team is comprised of seven individuals
with 117 years of experience in health care and real estate finance. George L.
Chapman has been a member of senior management for more than 13 years and in
1996 became our Chairman and Chief Executive Officer. Mr. Chapman and the
management team have successfully implemented our investment strategy of
emphasizing relationship financings with strong, emerging operators.

THE PORTFOLIO

The following table reflects our portfolio as of June 30, 2003:

PERCENTAGE NUMBER INVESTMENT NUMBER
OF OF NUMBER OF PER NUMBER OF OF
TYPE OF FACILITY INVESTMENTS(1) PORTFOLIO FACILITIES BEDS/UNITS BED/UNIT(2) OPERATORS(3) STATES(3)
---------------- -------------- ---------- ---------- ---------- ----------- ------------ ---------
(IN THOUSANDS)

Assisted Living
Facilities............. $ 914,724 54% 166 11,043 $ 84,561 30 32
Skilled Nursing
Facilities............. 634,505 38% 96 13,617 46,597 18 20
Specialty Care
Facilities............. 138,557 8% 8 1,304 112,748 6 5
---------- --- --- ------
Totals................. $1,687,786 100% 270 25,964
========== === === ======

------------

(1) Investments include real estate investments and credit enhancements which
amounted to $1,679,941,000 and $7,845,000, respectively.

(2) Investment per Bed/Unit was computed by using the total investment amount of
$1,715,335,000 which includes real estate investments, credit enhancements
and unfunded commitments for which initial funding has commenced which
amounted to $1,679,941,000, $7,845,000 and $27,549,000, respectively.

(3) We have investments in properties located in 33 states and managed by 47
different operators.

S-5

In determining whether to invest in a facility, we focus on the following:
(a) the experience of the management team; (b) the historical and projected
financial and operational performance of the facility; (c) the credit of the
tenant or borrower; (d) the security for the lease or loan; and (e) the capital
committed to the facility by the tenant or borrower. We conduct market research
and analysis for all potential investments. In addition, we review the value of
all facilities, the interest rates and debt service coverage requirements of any
debt to be assumed and the anticipated sources of repayment of any debt.

We monitor our investments through a variety of methods determined by the
type of health care facility and operator. Our monitoring process includes
review of monthly financial statements for each facility, quarterly review of
operator credit, annual facility inspections and review of covenant compliance
relating to licensure, real estate taxes, letters of credit and other
collateral. In monitoring our portfolio, our personnel use a proprietary
database to collect and analyze facility-specific data. Additionally, we conduct
extensive research to ascertain industry trends and risks.

Our investments are primarily operating leases and mortgage loans.
Construction financing is provided, but only as part of a long-term operating
lease or mortgage loan. Substantially all of our investments are designed with
escalating rate structures. Depending upon market conditions, we believe that
appropriate new investments will be available in the future with substantially
the same spreads over our cost of capital. Operating leases and mortgage loans
are normally credit enhanced by guaranties and/or letters of credit. In
addition, operating leases are typically structured as master leases and
mortgage loans are generally cross-defaulted and cross-collateralized with other
mortgage loans, operating leases or agreements between us and the operator and
its affiliates.

USE OF PROCEEDS

The net proceeds from the sale of the 3,200,000 shares of common stock
offered hereby are estimated to be $91.7 million ($105.5 million if the
underwriters' over-allotment option is exercised in full). The net proceeds will
be used to invest in additional health care properties. Pending such use, the
proceeds will be used to repay borrowings under our unsecured lines of credit
arrangements. As of September 23, 2003, we had an outstanding balance of $62.1
million under our unsecured lines of credit arrangements bearing interest at an
average rate of 3.11%.

Each of Deutsche Bank Trust Company Americas, an affiliate of Deutsche Bank
Securities Inc., UBS AG, Cayman Islands Branch, an affiliate of UBS Securities
LLC, Bank of America, N.A., an affiliate of Banc of America Securities LLC, and
Key Corporate Capital Inc., an affiliate of McDonald Investments Inc., a KeyCorp
Company, is a lender under our Amended and Restated Loan Agreement dated August
23, 2002, as amended on May 15, 2003 and as further amended on August 26, 2003,
and will receive some of the net proceeds of this offering. Also, KeyBank
National Association, Deutsche Bank Securities Inc. and UBS Securities LLC
(formerly UBS Warburg LLC) are the administrative, syndication and documentation
agents, respectively, under such agreement.

S-6

PRICE RANGE OF SHARES AND DISTRIBUTION HISTORY

Our common stock is traded on the New York Stock Exchange under the symbol
"HCN." As of June 30, 2003, there were 4,737 holders of record of our common
stock. The following table sets forth, for the periods shown, the high and low
sale prices of our common stock as reported on the NYSE composite tape and the
distributions paid by us. On September 23, 2003, the last reported sale price of
our common stock as reported by the NYSE was $30.40 per share.

PRICE OF SHARES
------------------- DISTRIBUTIONS
HIGH LOW PER SHARE
-------- -------- -------------

2000
First Quarter......................................... $17.4375 $14.7500 $0.580
Second Quarter........................................ 16.7500 13.8125 0.585
Third Quarter......................................... 19.2500 16.1875 0.585
Fourth Quarter........................................ 18.2500 15.9400 0.585

2001
First Quarter......................................... $21.1600 $16.0600 $0.585
Second Quarter........................................ 24.8000 20.8700 0.585
Third Quarter......................................... 26.2500 22.5000 0.585
Fourth Quarter........................................ 26.4000 24.2500 0.585

2002
First Quarter......................................... $28.3000 $24.0800 $0.585
Second Quarter........................................ 31.8200 27.4100 0.585
Third Quarter......................................... 29.9400 24.2600 0.585
Fourth Quarter........................................ 28.6500 24.2700 0.585

2003
First Quarter......................................... $27.9200 $24.8400 $0.585
Second Quarter........................................ 30.7300 26.1000 0.585
Third Quarter (through September 23, 2003)............ 31.8200 29.2500 0.585*

------------

* The current annualized dividend rate is $2.34. The next quarterly dividend
will be paid on November 20, 2003, to stockholders of record as of November 3,
2003, and will represent our 130th consecutive quarterly dividend.

Under the real estate investment trust rules of the Internal Revenue Code
of 1986, as amended, we are required to pay at least 90% of our ordinary taxable
income as dividends in order to avoid taxation as a corporation. The declaration
of dividends is at the discretion of our Board of Directors and depends upon our
distributable funds, financial requirements, tax considerations and other
factors. Decisions with respect to the distribution of capital gains are made on
a case-by-case basis. A portion of our dividends paid may be deemed either
capital gain income or a return of capital, or both, to our stockholders. We
provide our stockholders an annual statement which designates the taxability of
their dividends.

We have a dividend reinvestment and stock purchase plan under which
stockholders of record may invest all or a portion of their dividends and up to
an additional $5,000 per month to purchase additional shares, unless a request
for a waiver has been granted. Additionally, investors who are not stockholders
of the Company may use this plan to make an initial investment in the Company up
to $5,000. We have the discretion to grant waivers for purchases in excess of
$5,000.

S-7

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2003, as
adjusted to give effect to the issuance of $100 million of Series D Preferred
Stock, the redemption of $75 million of Series B Preferred Stock, the conversion
of 500,000 shares of Series C Preferred Stock into 487,805 shares of common
stock and the issuance of 1,235,170 shares of common stock from the dividend
reinvestment and stock purchase plan, the proceeds from option exercises and
from the direct placement of 1,583,100 shares of common stock for $48 million,
and as further adjusted to give effect to the issuance of shares of common stock
offered by this prospectus supplement and application of the estimated net
proceeds.

JUNE 30, 2003
-------------------------------------
AS AS FURTHER
ACTUAL ADJUSTED ADJUSTED
---------- ----------- ----------
(IN THOUSANDS)

Debt:
Borrowings under unsecured lines of credit
arrangements (1)................................. $ 156,900 $ 44,881 $ --
Borrowings under secured line of credit
arrangement...................................... -- -- --
Senior notes due 2004............................... 40,000 40,000 40,000
Senior notes due 2006............................... 50,000 50,000 50,000
Senior notes due 2007............................... 175,000 175,000 175,000
Senior notes due 2008............................... 100,000 100,000 100,000
Senior notes due 2012............................... 250,000 250,000 250,000
Other long-term obligations......................... 61,608 61,608 61,608
---------- ---------- ----------
Total debt............................................ 833,508 721,489 676,608
Stockholders' equity:
Preferred Stock, $1.00 par value; authorized --
25,000,000 shares
Series B Cumulative Redeemable Preferred Stock;
3,000,000 shares issued and outstanding........ 75,000 -- --
Series C Cumulative Convertible Preferred Stock;
1,146,000 shares issued and outstanding........ 31,150 18,650 18,650
Series D Cumulative Redeemable Preferred Stock;
4,000,000 shares issued and outstanding........ -- 100,000 100,000
Common Stock, $1.00 par value; authorized --
125,000,000 shares; issued and outstanding
41,454,145 shares and 44,901,389 as adjusted and
48,101,389 as further adjusted (2)............... 41,360 44,808 48,008
Capital in excess of par value...................... 821,897 917,968 1,006,486
Cumulative net income............................... 618,855 618,855 618,855
Cumulative dividends................................ (690,366) (690,366) (690,366)
Accumulated other comprehensive income.............. 79 79 79
Other equity........................................ (2,665) (2,665) (2,665)
---------- ---------- ----------
Total stockholders' equity............................ 895,310 1,007,329 1,099,047
---------- ---------- ----------
Total capitalization.................................. $1,728,818 $1,728,818 $1,775,655
========== ========== ==========

------------

(1) Approximately $62.1 million was outstanding under our unsecured lines of
credit arrangements at September 23, 2003.

(2) The number of shares of common stock that are issued and outstanding differ
from the number of shares set forth in the above table due to a recent
accounting pronouncement regarding the vesting of restricted stock. Also, the
above table excludes: (i) 1,446,573 shares of common stock reserved for issuance
that relate to outstanding options under our 1985 Incentive Stock Option Plan
and the 1995 Stock Incentive Plan; (ii) 208,329 shares of common stock reserved
for issuance that relate to outstanding options under our Stock Incentive Plan
for Non-Employee Directors; (iii) 894,066 shares of common stock reserved for
issuance under our dividend reinvestment and stock purchase plan; and (iv)
727,805 shares of common stock reserved for issuance that relate to the Series C
Cumulative Convertible Preferred Stock.

S-8

SELECTED FINANCIAL INFORMATION

The following selected financial data for the five years ended December 31,
2002 are derived from our audited consolidated financial statements. The
financial data for the six month periods ended June 30, 2003 and June 30, 2002
are derived from our unaudited financial statements. The unaudited financial
statements include all adjustments, consisting of normal recurring accruals,
which we consider necessary for a fair presentation of our financial position
and results of operation for these periods. Operating results for the six months
ended June 30, 2003 are not necessarily indicative of the results that may be
expected for the entire year ending December 31, 2003. The data should be read
in conjunction with our consolidated financial statements, related notes and
other financial information incorporated by reference herein. Amounts are in
thousands, expect per share data.

SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
-------------------------------------------------------------- -----------------------
1998 1999 2000 2001 2002 2002 2003
---------- ---------- ---------- ---------- ---------- ---------- ----------

OPERATING DATA
Revenues...................... $ 94,896 $ 122,809 $ 129,480 $ 129,369 $ 163,118 $ 75,467 $ 94,148
Expenses:
Interest expense............ 17,122 25,536 32,855 30,359 41,085 19,505 25,037
Provision for
depreciation.............. 9,545 16,477 21,183 28,725 39,311 17,554 23,508
General and administrative
and other expenses (1).... 7,399 8,868 9,570 10,853 13,038 6,203 7,272
Impairment of assets........ -- -- -- -- 2,298 550 --
Loss on extinguishment of
debt (2).................. -- -- -- 213 403 403 --
Loss on investment.......... -- -- 2,000 -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total expenses................ 34,066 50,881 65,608 70,150 96,135 44,215 55,817
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income from continuing
operations.................. 60,830 71,928 63,872 59,219 66,983 31,252 38,331
Income from discontinued
operations, net............. 1,479 3,710 4,184 1,330 676 1,468 28
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income.................... 62,309 75,638 68,056 60,549 67,659 32,720 38,359
Preferred stock dividends..... 4,160 12,814 13,490 13,505 12,468 6,718 5,164
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income available to common
stockholders................ $ 58,149 $ 62,824 $ 54,566 $ 47,044 $ 55,191 $ 26,002 $ 33,195
========== ========== ========== ========== ========== ========== ==========
OTHER DATA
Average number of common
shares outstanding:
Basic....................... 25,579 28,128 28,418 30,534 36,702 34,196 40,269
Diluted..................... 25,954 28,384 28,643 31,027 37,301 34,954 40,822
PER SHARE DATA
Basic:
Income from continuing
operations and after
preferred stock dividends... $ 2.21 $ 2.10 $ 1.77 $ 1.50 $ 1.48 $ 0.72 $ 0.82
Discontinued operations,
net......................... 0.06 0.13 0.15 0.04 0.02 0.04 --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income available to common
stockholders................ 2.27 2.23 1.92 1.54 1.50 0.76 0.82
Diluted:
Income from continuing
operations and after
preferred stock dividends... $ 2.18 $ 2.08 $ 1.76 $ 1.48 $ 1.46 $ 0.70 $ 0.81
Discontinued operations,
net......................... 0.06 0.13 0.15 0.04 0.02 0.04 --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income available to common
stockholders................ 2.24 2.21 1.91 1.52 1.48 0.74 0.81
Cash distributions per common
share....................... $ 2.19 $ 2.27 $ 2.335 $ 2.34 $ 2.34 $ 1.17 $ 1.17

S-9

DECEMBER 31, JUNE 30,
-------------------------------------------------------------- -----------------------
1998 1999 2000 2001 2002 2002 2003
---------- ---------- ---------- ---------- ---------- ---------- ----------

BALANCE SHEET DATA
Net real estate investments... $1,047,511 $1,241,722 $1,121,419 $1,213,564 $1,524,457 $1,406,132 $1,674,486
Total assets.................. 1,073,424 1,271,171 1,156,904 1,269,843 1,594,110 1,466,304 1,746,100
Total debt.................... 418,979 538,842 439,752 491,216 676,331 576,033 833,508
Total liabilities............. 439,665 564,175 458,297 511,973 696,878 595,147 850,790
Total stockholders' equity.... 633,759 706,996 698,607 757,870 897,232 871,157 895,310

------------

(1) General and administrative and other expenses include loan expense,
provision for loan losses and other operating expenses.

(2) Effective January 1, 2003, in accordance with FASB Statement No. 145, we
reclassified the losses on extinguishments of debt in 2001 and 2002 to
income from continuing operations rather than as extraordinary items as
previously required under FASB Statement No. 4.

S-10

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2003, our net real estate investments totaled approximately
$1,674,486,000 and included 166 assisted living facilities, 96 skilled nursing
facilities and eight specialty care facilities. Depending upon the availability
and cost of external capital, we anticipate making additional investments in
health care related facilities. New investments are funded from temporary
borrowings under our unsecured lines of credit arrangements, internally
generated cash and the proceeds derived from asset sales. Permanent financing
for future investments, which replaces funds drawn under the unsecured lines of
credit arrangements, is expected to be provided through a combination of public
and private offerings of debt and equity securities and the incurrence of
secured debt. We believe our liquidity and various sources of available capital
are sufficient to fund operations, meet debt service and dividend requirements
and finance future investments.

In March 2003, we sold $100,000,000 of 8.0% unsecured senior notes,
maturing in September 2012, at an effective yield of 7.40%. These notes were an
add-on to the $150,000,000 senior unsecured notes sold in September 2002. The
aggregate principal amount of outstanding notes of this series is now
$250,000,000.

On July 9, 2003, we closed on a public offering of 4,000,000 shares of
7.875% Series D Cumulative Redeemable Preferred Stock, which generated net
proceeds of approximately $96,600,000. The shares have a liquidation value of
$25 per share. The preferred stock, which has no stated maturity, may be
redeemed by us at par on or after July 9, 2008. A portion of the proceeds from
this offering were used to redeem all 3,000,000 shares of our 8.875% Series B
Cumulative Redeemable Preferred Stock on July 15, 2003, at a redemption price of
$25 per share plus accrued and unpaid dividends.

In July 2003, we issued 1,583,100 shares of common stock, $1 par value, at
a price of $30.32 per share, which generated net proceeds of approximately
$47,950,000.

In July 2003, we also issued 594,000 shares of common stock, $1 par value,
under our dividend reinvestment and stock purchase plan's waiver program, which
generated net proceeds of approximately $17,900,000.

The holder of our Series C Cumulative Convertible Preferred Stock converted
854,000 shares into 833,000 shares of common stock during the quarter ended June
30, 2003, and 300,000 shares into 293,000 shares of common stock in July 2003.

As of June 30, 2003, we had stockholders' equity of $895,310,000 and a
total outstanding debt balance of $833,508,000, which represents a debt to total
book capitalization ratio of 0.48 to 1.0.

In May 2003, we announced the amendment and extension of our primary
unsecured revolving line of credit. The line of credit was expanded to
$225,000,000, expires in May 2006 (with the ability to extend for one year at
our discretion if we are in compliance with all covenants) and currently bears
interest at the lender's prime rate or LIBOR plus 1.3% at our option. In August
2003, we further amended the line of credit to modify certain financial
covenants that will enhance our financial flexibility. Also in May 2003, we
repaid our $4,000,000 secured note and terminated this agreement. At the same
time, we increased our $25,000,000 unsecured line of credit to $30,000,000. This
line of credit bears interest at the lender's prime rate

S-11

and expires in May 2004. Also, at June 30, 2003, we had a secured line of credit
in the amount of $60,000,000 bearing interest at the lender's prime rate or
LIBOR plus 2.0%, at our option, with a floor of 7.0% and which expires in April
2004. At June 30, 2003, we had $156,900,000 in borrowings outstanding under the
unsecured lines of credit arrangements.

As of August 4, 2003, we had an effective shelf registration on file with
the Securities and Exchange Commission under which we may issue up to
$937,557,819 of securities including debt securities, common and preferred
stock, depositary shares, warrants and units. Depending upon market conditions,
we anticipate issuing securities under our shelf registration to invest in
additional health care facilities and to repay borrowings under our unsecured
lines of credit arrangements.

On July 23, 2003, Moody's Investor Services upgraded its rating on our
senior unsecured notes from Ba1 to Baa3. The credit strengths noted by Moody's
included moderate financial leverage, negligible secured debt, strong portfolio
management and underwriting skills and improved portfolio fundamentals in our
skilled nursing and assisted living facilities.

Effective September 10, 2003, we 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. As amended, the supplemental indentures 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. These
amendments to all of our $615,000,000 of senior unsecured notes are intended to
modernize the covenant package and make it consistent with other investment-
grade REITs.

RESULTS OF OPERATIONS

Revenues were comprised of the following:

THREE MONTHS YEAR TO DATE
ENDED THROUGH
------------------- CHANGE ------------------- CHANGE
JUNE 30, JUNE 30, ------------- JUNE 30, JUNE 30, -------------
2003 2002 $ % 2003 2002 $ %
-------- -------- ------- --- -------- -------- ------- ---
(IN THOUSANDS) (IN THOUSANDS)

Rental income.................... $42,023 $31,528 $10,495 33% $82,783 $60,267 $22,516 37%
Interest income.................. 5,190 7,107 (1,917) -27% 10,130 13,894 (3,764) -27%
Commitment fees and other
income......................... 643 749 (106) -14% 1,235 1,306 (71) -5%
------- ------- ------- --- ------- ------- ------- ---
Totals........................... $47,856 $39,384 $ 8,472 22% $94,148 $75,467 $18,681 25%
======= ======= ======= === ======= ======= ======= ===

For the three and six months ended June 30, 2003, we generated increased
rental income as a result of the acquisition of properties for which we receive
rent. This offset a reduction in interest income due to the repayment of
mortgage loans.

S-12

Expenses were comprised of the following:

THREE MONTHS YEAR TO DATE
ENDED THROUGH
------------------- CHANGE ------------------- CHANGE
JUNE 30, JUNE 30, ------------ JUNE 30, JUNE 30, -------------
2003 2002 $ % 2003 2002 $ %
-------- -------- ------ --- -------- -------- ------- ---
(IN THOUSANDS) (IN THOUSANDS)

Interest expense................... $13,161 $10,026 $3,135 31% $25,037 $19,505 $ 5,532 28%
Provision for depreciation......... 11,856 9,261 2,595 28% 23,508 17,554 5,954 34%
General and administrative......... 2,847 2,285 562 25% 5,457 4,546 911 20%
Loan expense....................... 680 580 100 17% 1,315 1,157 158 14%
Impairment of assets............... -- 550 (550) n/a -- 550 (550) n/a
Loss on extinguishment
of debt.......................... -- 403 (403) n/a -- 403 (403) n/a
Provision for loan losses.......... 250 250 0 0% 500 500 0 0%
------- ------- ------ --- ------- ------- ------- ---
Totals............................. $28,794 $23,355 $5,439 23% $55,817 $44,215 $11,602 26%
======= ======= ====== === ======= ======= ======= ===

The increase in interest expense from 2002 to 2003 was primarily due to
higher average borrowings in 2003. This was partially offset by an increase in
the amount of capitalized interest offsetting interest expense.

We capitalize certain interest costs associated with funds used to finance
the construction of properties owned directly by us. The amount capitalized is
based upon the borrowings outstanding during the construction period using the
rate of interest that approximates our cost of financing. Our interest expense
is reduced by the amount capitalized. Capitalized interest for the three and six
months ended June 30, 2003 totaled $380,000 and $638,000, respectively, as
compared with none for the same periods in 2002.

The provision for depreciation increased primarily as a result of
additional investments in properties owned directly by us.

General and administrative expenses as a percentage of revenues (including
revenues from discontinued operations) for the three and six months ended June
30, 2003 were 5.95% and 5.79%, respectively, as compared with 5.63% and 5.83%
for the same periods in 2002.

The increase in loan expense was primarily due to the additional
amortization of costs related to the unsecured line of credit renewal and the
unsecured senior notes issued in 2002.

During the three months ended June 30, 2002, it was determined that the
projected undiscounted cash flows from a parcel of land did not exceed its
related net book value and an impairment charge of $550,000 was recorded to
reduce the property to its estimated fair market value. The estimated fair
market value of the property was determined by an offer to purchase received
from a third party.

In April 2002, we purchased $35,000,000 of our outstanding unsecured senior
notes that were due in 2003 and recorded a charge of $403,000 in connection with
this early extinguishment. Effective January 1, 2003, in accordance with FASB
Statement No. 145, we reclassified the loss on extinguishment of debt in 2002 to
income from continuing operations rather than as an extraordinary item as
previously required under FASB Statement No. 4.

S-13

Other items:

THREE MONTHS YEAR TO DATE
ENDED THROUGH
------------------- CHANGE ------------------- CHANGE
JUNE 30, JUNE 30, ------------ JUNE 30, JUNE 30, --------------
2003 2002 $ % 2003 2002 $ %
-------- -------- ------ --- -------- -------- ------- ----
(IN THOUSANDS) (IN THOUSANDS)

Gain (loss) on sales of
properties..................... $ 0 $ 145 $ (145) n/a $ 34 $ 145 $ (111) -77%
Discontinued operations, net..... -- 657 (657) n/a (6) 1,323 (1,329) -100%
Preferred dividends.............. (2,318) (3,341) 1,023 -31% (5,164) (6,718) 1,554 -23%
------- ------- ------ --- ------- ------- ------- ----
Totals........................... $(2,318) $(2,539) $ 221 -9% $(5,136) $(5,250) $ 114 -2%
======= ======= ====== === ======= ======= ======= ====

During the six months ended June 30, 2003, we sold one property with a
carrying value of $110,000 for a gain of $34,000. This property generated a net
loss of $6,000 after deducting depreciation and interest expense from rental
income for the six months ended June 30, 2003. All properties sold from January
1, 2002 through June 30, 2003 generated $1,323,000 of income after deducting
depreciation and interest expense from rental income for the six months ended
June 30, 2002.

During the three months ended June 30, 2003, the holder of our Series C
Cumulative Convertible Preferred Stock converted 854,000 shares into 833,000
shares of common stock, leaving 1,246,000 shares outstanding at June 30, 2003 as
compared to 2,100,000 at June 30, 2002. The decrease in preferred dividends is
due to the reduction in outstanding preferred shares.

As a result of the various factors mentioned above, net income available to
common stockholders for the three and six months ended June 30, 2003 was
$16,744,000, or $0.41 per diluted share, and $33,195,000, or $0.81 per diluted
share, respectively, as compared with $13,490,000, or $0.37 per diluted share,
and $26,002,000, or $0.74 per diluted share, for the same periods in 2002.

RESULTS OF OPERATIONS DECEMBER 31, 2002 VS. DECEMBER 31, 2001

Revenues were comprised of the following:

YEAR ENDED CHANGE
----------------------------- -------------
DEC. 31, 2002 DEC. 31, 2001 $ %
------------- ------------- ------- ---
(IN THOUSANDS)

Rental income........................ $133,791 $ 93,237 $40,554 43%
Interest income...................... 26,525 31,294 (4,769) -15%
Commitment fees and other income..... 2,802 3,848 (1,046) -27%
Prepayment fees...................... -- 990 (990) n/a
-------- -------- ------- ---
Totals............................... $163,118 $129,369 $33,749 26%
======== ======== ======= ===

We generated increased rental income as a result of the acquisition of
properties for which we receive rent. This was partially offset by a reduction
in interest income due to the repayment of mortgage loans. Commitment fees and
other income decreased primarily as a result of the completion of construction
projects.

During 2001, we received payoffs on mortgages that had significant
prepayment fee requirements, generating $990,000 in that year. During 2002, we
did not receive any prepayment fees with respect to mortgage loan payoffs.

S-14

Expenses were comprised of the following:

YEAR ENDED CHANGE
----------------------------- -------------
DEC. 31, 2002 DEC. 31, 2001 $ %
------------- ------------- ------- ---
(IN THOUSANDS)

Interest expense...................... $41,085 $30,359 $10,726 35%
Provision for depreciation............ 39,311 28,725 10,586 37%
General and administrative expenses... 9,665 8,078 1,587 20%
Loan expense.......................... 2,373 1,775 598 34%
Impairment of assets.................. 2,298 -- 2,298 n/a
Loss on extinguishment of debt........ 403 213 190 89%
Provision for losses.................. 1,000 1,000 0 0%
------- ------- ------- ---
Totals................................ $96,135 $70,150 $25,985 37%
======= ======= ======= ===

The increase in interest expense from 2001 to 2002 was primarily due to
higher average borrowings during the year and a reduction in the amount of
capitalized interest offsetting interest expense.

We capitalize certain interest costs associated with funds used to finance
the construction of properties owned directly by us. The amount capitalized is
based upon the borrowings outstanding during the construction period using the
rate of interest that approximates our cost of financing. Our interest expense
is reduced by the amount capitalized. Capitalized interest for the year ended
December 31, 2002, totaled $170,000, as compared with $841,000 for the same
period in 2001.

The provision for depreciation increased primarily as a result of
additional investments in properties owned directly by us.

General and administrative expenses as a percentage of revenues (including
revenues from discontinued operations) for the year ended December 31, 2002,
were 5.83% as compared with 6.03% for the same period in 2001.

The increase in loan expense was primarily due to the additional
amortization of costs related to the unsecured line of credit renewal and the
unsecured senior notes issued in 2001 and 2002.

During the year ended December 31, 2002, it was determined that the
projected undiscounted cash flows from a parcel of land, one assisted living
facility and one specialty care facility did not exceed their related net book
values and impairment charges of $2,298,000 were recorded to reduce the
properties to their estimated fair market values. The estimated fair market
values of the properties were determined by offers to purchase received from
third parties or estimated net sales proceeds.

In April 2002, we purchased $35,000,000 of our outstanding unsecured senior
notes that were due in 2003 and recorded a charge of $403,000 in connection with
this early extinguishment. In September 2001, we purchased $7,750,000 of our
outstanding unsecured senior notes that were due in 2002 and recorded a charge
of $213,000 in connection with this early extinguishment. Effective January 1,
2003, in accordance with FASB Statement No. 145, we reclassified the losses on
extinguishments of debt in 2001 and 2002 to income from continuing operations
rather than as extraordinary items as previously required under FASB Statement
No. 4.

S-15

Other items:

YEAR ENDED CHANGE
----------------------------- ------------
DEC. 31, 2002 DEC. 31, 2001 $ %
------------- ------------- ------ ---
(IN THOUSANDS)

Gain (loss) on sales of properties..... $ (1,032) $ (1,250) $ 218 -17%
Discontinued operations, net........... 1,708 2,580 (872) -34%
Preferred dividends.................... (12,468) (13,505) 1,037 -8%
-------- -------- ------ ---
Totals................................. $(11,792) $(12,175) $ 383 -3%
======== ======== ====== ===

During the years ended December 31, 2002 and 2001, we sold properties with
carrying values of $53,311,000 and $23,829,000 for net losses of $1,032,000 and
$1,250,000, respectively. In August 2001, the Financial Accounting Standards
Board issued Statement No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, which is effective for fiscal years beginning after December
15, 2001. We adopted the standard effective January 1, 2002. In accordance with
Statement No. 144, we have reclassified the income and expenses attributable to
the properties sold during 2002 to discontinued operations. These properties
generated $1,708,000 and $2,580,000 of income after deducting depreciation and
interest expense from rental revenue for the years ended December 31, 2002 and
2001, respectively.

As a result of the various factors mentioned above, net income available to
common stockholders was $55,191,000, or $1.48 per diluted share, for 2002 as
compared with $47,044,000, or $1.52 per diluted share, for 2001.

RESULTS OF OPERATIONS DECEMBER 31, 2001 VS. DECEMBER 31, 2000

Revenues were comprised of the following:

YEAR ENDED CHANGE
----------------------------- --------------
DEC. 31, 2001 DEC. 31, 2000 $ %
------------- ------------- ------- ----
(IN THOUSANDS)

Rental income....................... $ 92,237 $ 82,522 $10,715 13%
Interest income..................... 31,294 41,064 (9,770) -24%
Commitment fees and other income.... 3,848 5,837 (1,989) -34%
Prepayment fees..................... 990 57 933 1637%
-------- -------- ------- ----
Totals.............................. $129,369 $129,480 $ (111) 0%
======== ======== ======= ====

We generated increased rental income as a result of the completion of real
property construction projects for which we began receiving rent and the
purchase of properties previously financed by us. This offset a reduction in
interest income due to the repayment of mortgage loans and the purchase of
properties previously financed by us.

The reduction in commitment fees and other income is due primarily to the
significant reduction in construction activity.

During 2001, we received payoffs on mortgages that had significant
prepayment fee requirements, generating the large increase over the prior year.

S-16

Expenses were comprised of the following:

YEAR ENDED CHANGE
----------------------------- -------------
DEC. 31, 2001 DEC. 31, 2000 $ %
------------- ------------- ------- ---
(IN THOUSANDS)

Interest expense...................... $30,359 $32,855 $(2,496) -8%
Provision for depreciation............ 28,725 21,183 7,542 36%
Loss on investment.................... -- 2,000 (2,000) n/a
General and administrative expenses... 8,078 7,405 673 9%
Loan expense.......................... 1,775 1,165 610 52%
Loss on extinguishment of debt........ 213 -- 213 n/a
Provision for losses.................. 1,000 1,000 0 0%
------- ------- ------- ---
Totals................................ $70,150 $65,608 $ 4,542 7%
======= ======= ======= ===

The decrease in interest expense from 2000 to 2001 was primarily due to
lower average borrowings during the year offset by a reduction in the amount of
capitalized interest offsetting interest expense.

We capitalize certain interest costs associated with funds used to finance
the construction of properties owned directly by us. The amount capitalized is
based upon the borrowings outstanding during the construction period using the
rate of interest that approximates our cost of financing. Our interest expense
is reduced by the amount capitalized. Capitalized interest for the year ended
December 31, 2001, totaled $841,000, as compared with $3,079,000 for the same
period in 2000.

The provision for depreciation increased primarily as a result of
additional investments in properties owned directly by us.

In 2000, we restructured our investments with Summerville Health Care. As
part of the restructuring agreement, Summerville agreed to permit us to re-lease
10 of its 11 facilities to new operators and repaid substantially all of our
subdebt investment. As part of Summerville's recapitalization, our $2,000,000
non-yielding preferred stock investment was substantially diluted. Accordingly,
we wrote off our investment in 2000, resulting in a $2,000,000 charge.

General and administrative expenses as a percentage of revenues (including
revenues from discontinued operations) for the year ended December 31, 2001,
were 6.03% as compared with 5.41% for the same period in 2000.

The increase in loan expense was primarily due to the additional
amortization of costs related to the unsecured senior notes issued in 2001.

In September 2001, we purchased $7,750,000 of our outstanding unsecured
senior notes that were due in 2002 and recorded a charge of $213,000 in
connection with this early extinguishment. Effective January 1, 2003, in
accordance with FASB Statement No. 145, we reclassified the loss on an
extinguishment of debt in 2001 to income from continuing operations rather than
an extraordinary item as previously required under FASB Statement No. 4.

Other items:

YEAR ENDED CHANGE
----------------------------- --------------
DEC. 31, 2001 DEC. 31, 2000 $ %
------------- ------------- ------- ----
(IN THOUSANDS)

Gain (loss) on sales of properties... $ (1,250) $ 1,684 $(2,934) -174%
Discontinued operations, net......... 2,580 2,500 80 3%
Preferred dividends.................. (13,505) (13,490) (15) 0%
-------- -------- ------- ----
Totals............................... $(12,175) $ (9,306) $(2,869) 31%
======== ======== ======= ====

S-17

During the years ended December 31, 2001 and 2000, we sold properties with
carrying values of $23,829,000 and $107,182,000, respectively, for a net loss of
$1,250,000 in 2001 and a net gain of $1,684,000 in 2000. In August 2001, the
Financial Accounting Standards Board issued Statement No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets, which is effective for fiscal
years beginning after December 15, 2001. We adopted the standard effective
January 1, 2002. In accordance with Statement No. 144, we have reclassified the
income and expenses attributable to the properties sold during 2002 to
discontinued operations. These properties generated $2,580,000 and $2,500,000 of
income after deducting depreciation and interest expense from rental revenue for
the years ended December 31, 2001 and 2000, respectively.

As a result of the various factors mentioned above, net income available to
common stockholders was $47,044,000, or $1.52 per diluted share, for 2001 as
compared with $54,566,000, or $1.91 per diluted share, for 2000.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States, which require us
to make estimates and assumptions (see Note 1 to our audited consolidated
financial statements). We believe that of our significant accounting policies,
the following critical accounting policies affect our more significant judgments
and estimates used in the preparation of our consolidated financial statements.

REVENUE RECOGNITION

Revenue is recorded in accordance with SEC Staff Accounting Bulletin No.
101, Revenue Recognition in Financial Statements ("SAB 101"), as amended. SAB
101 requires that revenue be recognized after four basic criteria are met. These
four criteria include persuasive evidence of an arrangement, the rendering of
service, fixed and determinable income and reasonably assured collectibility. If
the collectibility of revenue is determined incorrectly, the amount and timing
of our reported revenue could be significantly affected. Interest income on
loans is recognized as earned based upon the principal amount outstanding.
Operating lease income includes base rent payments plus fixed annual rent
increases, which are recognized on a straight-line basis over the minimum lease
period. This lease income is greater than the amount of cash received during the
first half of the lease term.

IMPAIRMENT OF LONG-LIVED ASSETS

The net book value of long-lived assets is reviewed quarterly on a property
by property basis to determine if there are indicators of impairment. These
indicators may include anticipated operating losses at the property level, the
tenant's inability to make rent payments, a decision to dispose of an asset
before the end of its estimated useful life and changes in the market that may
permanently reduce the value of the property. If indicators of impairment exist,
then the undiscounted future cash flows from the most likely use of the property
are compared to the current net book value. If the undiscounted cash flows are
less than the net book value, an impairment loss would be recognized to the
extent that the net book value exceeds the current fair market value. This
analysis requires us to determine if indicators of impairment exist and to
estimate the most likely stream of cash flows to be generated from the property
during the period the property is expected to be held. If the projections or
assumptions change in the future, we may be required to record an impairment
charge and reduce the net book value of the property owned.

S-18

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is maintained at a level believed adequate to
absorb potential losses in our loans receivable. The determination of the
allowance is based on a quarterly evaluation of these loans, including general
economic conditions and estimated collectibility of loan payments. We regularly
evaluate the collectibility of our loans receivable based on a combination of
factors. These factors include delinquency status (as determined by frequency of
payments), historical loan charge-offs, financial strength of the borrower and
guarantors and value of the underlying property. If these factors indicate that
there is greater risk of loan charge-offs, additional allowances or placement on
non-accrual status may be required.

DEPRECIATION AND USEFUL LIVES

We compute depreciation on our properties using the straight-line method
based on their estimated useful lives which range from fifteen to forty years
for buildings and five to twelve years for improvements. A significant portion
of the acquisition cost of each property is allocated to the building (usually
approximately 90%). The allocation of the acquisition cost to building and the
determination of the useful life of a property are based on appraisals
commissioned from independent real estate appraisal firms. If we do not allocate
appropriately to the building or if we incorrectly estimate the useful life of
our properties, the computation of depreciation will not appropriately reflect
the allocation of our capital expenditures over future periods.

IMPACT OF INFLATION

During the past three years, inflation has not significantly affected our
earnings because of the moderate inflation rate. Additionally, our earnings are
primarily long-term investments with fixed interest rates. These investments are
mainly financed with a combination of equity, senior notes and borrowings under
our unsecured lines of credit arrangements. During inflationary periods that
generally are accompanied by rising interest rates, our ability to grow may be
adversely affected because the yield on new investments may increase at a slower
rate than new borrowing costs. Presuming the current inflation rate remains
moderate and long-term interest rates do not increase significantly, we believe
that inflation will not impact the availability of equity and debt financing.

S-19

MANAGEMENT AND DIRECTORS

The following table sets forth certain information regarding our Executive
Officers and Board of Directors:

EXECUTIVE OFFICERS

NAME AGE OFFICE
---- --- ------

George L. Chapman................. 56 Chairman of the Board and Chief Executive Officer

Raymond W. Braun.................. 45 President and Chief Financial Officer

Erin C. Ibele..................... 41 Vice President and Corporate Secretary

Charles J. Herman, Jr. ........... 38 Vice President, Operations

Scott A. Estes.................... 32 Vice President, Finance

Michael A. Crabtree............... 46 Treasurer

BOARD OF DIRECTORS

NAME AGE POSITION
---- --- --------

William C. Ballard, Jr. .......... 63 Of Counsel, Greenebaum Doll & McDonald PLLC and Director,
Trover Solutions, Inc. and UnitedHealth Group

Pier C. Borra..................... 63 Chairman and Chief Executive Officer of CORA Health
Services, Inc., Lima, Ohio, and former Chairman,
President and Chief Executive Officer of Arbor Health
Care Company, Lima, Ohio

George L. Chapman................. 56 Chairman of the Board and Chief Executive Officer

Jeffrey H. Donahue................ 57 President and Chief Executive Officer of the Enterprise
Social Investment Corporation and former Executive Vice
President and Chief Financial Officer of The Rouse
Company

Peter J. Grua..................... 49 Principal and President of HLM Management Company, Inc.,
Boston, Massachusetts

Sharon M. Oster................... 55 Professor of Economics, Entrepreneurship and Management,
Yale University School of Management and Director of
Aristotle Corporation and Transpro, Inc.

Bruce G. Thompson................. 74 President and Director of First Toledo Corporation,
Toledo, Ohio and Director of Kingston HealthCare Company,
Toledo, Ohio

R. Scott Trumbull................. 54 Chairman of the Board and Chief Executive Officer of
Franklin Electric Co., Inc. and former Executive Vice
President International Operations & Corporate
Development and Chief Financial Officer of
Owens-Illinois, Inc.

Richard A. Unverferth............. 80 Chairman of the Board of Unverferth Manufacturing, Inc.,
Kalida, Ohio and Chairman of the Board of H.C.F. Inc.,
Kalida, Ohio

S-20

UNDERWRITING

Subject to the terms and conditions of the underwriting agreement, the
underwriters named below, through their representatives, Deutsche Bank
Securities Inc. and UBS Securities LLC, have agreed severally to purchase from
us the following respective number of shares of common stock at the public
offering price less the underwriting discounts and commissions set forth on the
cover page of this prospectus supplement:

UNDERWRITER NUMBER OF SHARES
----------- ----------------

Deutsche Bank Securities Inc. .............................. 1,040,000
UBS Securities LLC.......................................... 720,000
A. G. Edwards & Sons, Inc. ................................. 480,000
Legg Mason Wood Walker, Incorporated........................ 480,000
Banc of America Securities LLC.............................. 320,000
McDonald Investments Inc. .................................. 160,000
---------
Total..................................................... 3,200,000
=========

The underwriting agreement provides that the obligations of the several
underwriters to purchase the shares of common stock offered hereby are subject
to certain conditions precedent and that the underwriters will purchase all
shares of the common stock offered by this prospectus supplement, other than
those covered by the over-allotment option described below, if any of these
shares are purchased.

We have been advised by the representatives of the underwriters that the
underwriters propose to offer the shares of common stock to the public at the
public offering price set forth on the cover of this prospectus supplement and
to dealers at a price that represents a concession not in excess of $0.91 per
share under the public offering price. The underwriters may allow, and these
dealers may re-allow, a concession of not more than $0.10 per share to other
dealers. After this offering, the representatives of the underwriters may change
the offering price and other selling terms.

We have granted to the underwriters an option, exercisable not later than
30 days after the date of this prospectus supplement, to purchase up to 480,000
additional shares of common stock at the public offering price less the
underwriting discounts and commissions set forth on the cover page of this
prospectus supplement. The underwriters may exercise this option only to cover
over-allotments made in connection with the sale of the common stock offered by
this prospectus supplement. To the extent that the underwriters exercise this
option, each of the underwriters will become obligated severally, subject to
conditions, to purchase approximately the same percentage of additional shares
of common stock as the number of shares of common stock to be purchased by it in
the above table bears to the total number of shares of common stock offered by
this prospectus supplement. We will be obligated, pursuant to the option, to
sell these additional shares of common stock to the underwriters to the extent
the option is exercised.

The underwriting discounts and commissions per share are equal to the
public offering price per share of common stock less the amount paid by the
underwriters to us per share of common stock. The underwriting discounts and
commissions per share are 5% of the public offering price. We have agreed to pay
the underwriters the following fees:

TOTAL FEES
--------------------------------------
WITHOUT EXERCISE WITH FULL EXERCISE
OF OVER-ALLOTMENT OF OVER-ALLOTMENT
FEE PER SHARE OPTION OPTION
------------- ----------------- ------------------

Discounts and commissions paid by us........ $1.51 $4,832,000 $5,556,800

S-21

In addition, we estimate that the total expenses of this offering,
excluding underwriting discounts and commissions, will be approximately
$250,000.

We have agreed to indemnify the underwriters against some specified types
of liabilities, including liabilities under the Securities Act of 1933, and to
contribute to payments the underwriters may be required to make in respect of
any of these liabilities.

Each of our executive officers and directors have agreed not to offer,
sell, contract to sell or otherwise dispose of, or enter into any transaction
that is designed to, or could be expected to, result in the disposition of any
shares of our common stock or any securities that these persons have, or will
have, the right to acquire through the exercise of options, warrants,
subscription or other rights for a period of 90 days after the date of this
prospectus supplement without the prior written consent of Deutsche Bank
Securities Inc. and UBS Securities LLC subject to limited exceptions. This
consent may be given at any time without public notice.

In order to facilitate the offering of our common stock, the underwriters
may engage in transactions that stabilize, maintain, or otherwise affect the
market price of our common stock. Specifically, the underwriters may over-allot
shares of our common stock in connection with this offering, thus creating a
short sales position in our common stock for their own account. A short sales
position results when an underwriter sells more shares of common stock than that
underwriter is committed to purchase. A short sales position may involve either
"covered" short sales or "naked" short sales. Covered short sales are sales made
for an amount not greater than the underwriters' over-allotment option to
purchase additional shares in the offering discussed above. The underwriters may
close out any covered short position by either exercising their over-allotment
option or purchasing shares in the open market. In determining the source of
shares to close out the covered short position, the underwriters will consider,
among other things, the price of shares available for purchase in the open
market as compared to the price at which they may purchase shares through an
over-allotment option. Naked short sales are sales in excess of an
over-allotment option. The underwriters will have to close out any naked short
position by purchasing shares in the open market. A naked short position is more
likely to be created if the underwriters are concerned that there may be
downward pressure on the price of the shares in the open market after pricing
that could adversely affect investors who purchase in the offering.

Accordingly, to cover these short sales positions or to stabilize the
market price of our common stock, the underwriters may bid for and purchase
shares of our common stock in the open market. These transactions may be
effected on the NYSE or otherwise. Additionally, the representatives, on behalf
of the underwriters, may also reclaim selling concessions allowed to an
underwriter or dealer if the underwriting syndicate repurchases shares
distributed by that underwriter or dealer. Similar to other purchase
transactions, the underwriters' purchases to cover the syndicate short sales or
to stabilize the market price of our common stock may have the effect of raising
or maintaining the market price of our common stock or preventing or mitigating
a decline in the market price of our common stock. As a result, the price of the
shares of our common stock may be higher than the price that might otherwise
exist in the open market. The underwriters are not required to engage in these
activities and, if commenced, may end any of these activities at any time.

A prospectus supplement in electronic format may be made available on
Internet Web sites maintained by one or more of the lead underwriters of this
offering and may be made available on Web sites maintained by other
underwriters. Other than the prospectus supplement in electronic format, the
information on any underwriter's Web site and any information contained in any
other Web site maintained by an underwriter is not part of the prospectus
supplement or the registration statement of which the prospectus supplement
forms a part. In connection with this offering, certain of the underwriters or
securities dealers may distribute prospectus supplements electronically.

S-22

Certain of the underwriters or their predecessors have, from time to time,
provided investment banking and other financial advisory services to us, for
which they have received customary fees. Each of Deutsche Bank Trust Company
Americas, an affiliate of Deutsche Bank Securities Inc., UBS AG, Cayman Islands
Branch, an affiliate of UBS Securities LLC, Bank of America, N.A., an affiliate
of Banc of America Securities LLC, and Key Corporate Capital Inc., an affiliate
of McDonald Investments Inc., a KeyCorp Company, is a lender under our Amended
and Restated Loan Agreement dated August 23, 2002, as amended on May 15, 2003
and as further amended on August 26, 2003, and will receive some of the net
proceeds of this offering. At September 23, 2003, approximately $59.0 million in
borrowings were outstanding under this agreement. Also, KeyBank National
Association, Deutsche Bank Securities Inc. and UBS Securities LLC (formerly UBS
Warburg LLC) are the administrative, syndication and documentation agents,
respectively, under such agreement.

LEGAL MATTERS

The validity of the issuance of the shares of common stock offered hereby
will be passed upon for us by Shumaker, Loop & Kendrick, LLP, Toledo, Ohio.
Arnold & Porter will pass upon certain federal income tax matters relating to us
and Calfee, Halter & Griswold LLP, Cleveland, Ohio will pass upon certain legal
matters for the underwriters.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedules included in our Annual Report on Form 10-K
for the year ended December 31, 2002, as set forth in their report, which is
incorporated herein by reference. Our financial statements and schedules are
incorporated by reference in reliance on Ernst & Young LLP's report, given on
their authority as experts in accounting and auditing.

S-23

$937,557,819

HEALTH CARE REIT, INC.

DEBT SECURITIES

PREFERRED STOCK

DEPOSITARY SHARES

COMMON STOCK

WARRANTS

UNITS

We may periodically offer and sell, in one or more offerings:

- debt securities

- shares or fractional shares of preferred stock

- depositary shares

- shares of common stock

- warrants to purchase debt securities, preferred stock, depositary shares,
common stock or units

- units consisting of one or more debt securities or other securities

We will offer these securities at an aggregate initial public offering
price of up to $937,557,819, on terms we will determine at the time of offering.
We will provide the specific terms of the securities being offered in
supplements to this prospectus prepared in connection with each offering. You
should read this prospectus and the supplement for the specific security being
offered before you invest.

We may offer these securities directly, through agents we designate
periodically, or to or through underwriters or dealers. If designated agents or
underwriters are involved in the sale of any of the securities, we will disclose
in the prospectus supplement their names, any applicable purchase price, fee,
compensation arrangement between or among them, and our net proceeds from such
sale. See "Plan of Distribution." No securities may be sold without the delivery
of the applicable prospectus supplement describing the securities and the method
and terms of their offering.

Our shares of common stock are listed on the New York Stock Exchange under
the symbol "HCN." Our executive offices are located at One SeaGate, Suite 1500,
Toledo, Ohio 43604, telephone number: 419-247-2800, facsimile: 419-247-2826, and
Web site: www.hcreit.com. Unless specifically noted otherwise in this
prospectus, all references to "we," "us," "our," or the "Company" refer to
Health Care REIT, Inc. and its subsidiaries.

The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS AUGUST 4, 2003.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS....................................... 4
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
AND RISK FACTORS.......................................... 4
WHERE YOU CAN FIND ADDITIONAL INFORMATION................... 5
DOCUMENTS INCORPORATED BY REFERENCE......................... 5
THE COMPANY................................................. 6
The Portfolio.......................................... 7
HOW WE INTEND TO USE THE PROCEEDS........................... 8
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS............... 8
GENERAL DESCRIPTION OF THE OFFERED SECURITIES............... 9
DESCRIPTION OF DEBT SECURITIES.............................. 9
General................................................ 10
Denominations, Interest, Registration and Transfer..... 11
Merger, Consolidation or Sale of Assets................ 12
Certain Covenants...................................... 12
Events of Default and Related Matters.................. 12
Modification of an Indenture........................... 14
Discharge, Defeasance and Covenant Defeasance.......... 15
Subordination.......................................... 16
Guarantees............................................. 16
Global Securities...................................... 16
DESCRIPTION OF OUR COMMON STOCK............................. 16
General................................................ 16
Share Purchase Rights.................................. 17
DESCRIPTION OF OUR PREFERRED STOCK.......................... 18
General................................................ 18
Rank................................................... 19
Distributions.......................................... 19
Redemption............................................. 20
Liquidation Preference................................. 21
Voting Rights.......................................... 21
Conversion Rights...................................... 22
Our Exchange Rights.................................... 22
DESCRIPTION OF DEPOSITARY SHARES............................ 22
General................................................ 22
Distributions.......................................... 22
Withdrawal of Shares of Preferred Stock................ 23
Redemption of Depositary Shares........................ 23
Voting of the Underlying Shares of Preferred Stock..... 23
Liquidation Preference................................. 24
Conversion or Exchange of Shares of Preferred Stock.... 24
Amendment and Termination of a Deposit Agreement....... 24

Charges of a Depositary................................ 24
Resignation and Removal of a Depositary................ 25
Miscellaneous.......................................... 25
DESCRIPTION OF WARRANTS..................................... 25
DESCRIPTION OF UNITS........................................ 26
RESTRICTIONS ON TRANSFER OF SECURITIES...................... 26
DESCRIPTION OF CERTAIN PROVISIONS OF OUR CERTIFICATE OF
INCORPORATION AND BY-LAWS................................. 27
Anti-Takeover Provisions............................... 27
Limitations on Transactions Involving Us and Our
Stockholders.......................................... 27
U.S. FEDERAL INCOME TAX CONSIDERATIONS...................... 29
U.S. Federal Income Taxation of the Company as a
REIT.................................................. 29
General........................................... 29
Qualification as a REIT........................... 30
Failure to Qualify as a REIT...................... 34
U.S. Federal Income Taxation of Holders of Our Stock... 34
Treatment of Taxable U.S. Stockholders............ 34
Treatment of Tax-Exempt U.S. Stockholders......... 36
Backup Withholding and Information Reporting...... 36
Taxation of Foreign Stockholders.................. 37
U.S. Federal Income Taxation of Holders of Depositary
Shares................................................ 38
Conversion or Exchange of Shares for Preferred
Stock............................................ 38
U.S. Federal Income and Estate Taxation of Holders of
Our Debt Securities................................... 38
U.S. Holders...................................... 38
Non-U.S. Holders.................................. 39
U.S. Federal Income and Estate Taxation of Holders of
Our Warrants.......................................... 42
Exercise of Warrants.............................. 42
Expiration of Warrants............................ 42
Sale or Exchange of Warrants...................... 42
Potential Legislation or Other Actions Affecting
Tax Consequences................................. 42
PLAN OF DISTRIBUTION........................................ 42
LEGAL OPINIONS.............................................. 44
EXPERTS..................................................... 44

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement we filed with the SEC
using a "shelf" registration process. Under this shelf process, we may sell any
combination of the securities described in this prospectus from time to time in
one or more offerings up to a total amount of proceeds of $937,557,819. This
prospectus provides you only with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
containing specific information about the terms of that offering. The prospectus
supplement may also add to, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading "Where You Can
Find Additional Information" and "Documents Incorporated By Reference."

You should rely only on the information contained and incorporated by
reference in this prospectus. Neither we nor the underwriters have authorized
any other person to provide you with different or inconsistent information from
that contained in this prospectus and the applicable prospectus supplement. If
anyone provides you with different or inconsistent information, you should not
rely on it. You should assume that the information in this prospectus and the
applicable prospectus supplement, as well as information we previously filed
with the SEC and incorporated by reference, is accurate only as of the date on
the front cover of this prospectus and the applicable prospectus supplement. Our
business, financial condition, results of operations and prospects may have
changed since those dates.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
AND RISK FACTORS

- the possible expansion of our portfolio;

- the performance of our operators and properties;

- our ability to enter into agreements with new viable tenants for
properties which we take back from financially troubled tenants, if any;

- our ability to make distributions;

- our policies and plans regarding investments, financings and other
matters;

- our tax status as a real estate investment trust;

- our ability to appropriately balance the use of debt and equity; and

- our ability to access capital markets or other sources of funds.

- the status of the economy;

- the status of capital markets, including prevailing interest rates;

- compliance with and changes to regulations and payment policies within
the health care industry;

- changes in financing terms;

- competition within the health care and senior housing industries; and

- changes in federal, state and local legislation.

On May 28, 2003, the President signed into law legislation that, for
individual taxpayers, will generally reduce the tax rate on corporate dividends
to a maximum of 15% for tax years from 2003 to 2008. The dividends of a real
estate investment trust ("REIT") generally will not qualify for this reduced tax
rate because a REIT's income generally is not subject to corporate level tax.
This new law could cause stock in non-REIT corporations to be a more attractive
investment to individual investors than stock in REITs and could have an adverse
effect on the market price of our equity securities.

Our business is subject to certain risks, which are discussed in our most
recent Annual Report on Form 10-K, under the headings "Business" and
"Management's Discussion And Analysis Of Financial Condition And Results Of
Operations." Updated information relating to such risks, as well as additional
risks specific to the securities to be offered hereby, will be set forth in the
prospectus supplement relating to such offered securities. We assume no
obligation to update or revise any forward-looking statements or to update the
reasons why actual results could differ from those projected in any forward-
looking statements.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

This prospectus is part of a registration statement on Form S-3 we have
filed with the SEC covering the securities that may be offered under this
prospectus. The registration statement, including the attached exhibits and
schedules, contains additional relevant information about the securities.

Additionally, we file annual, quarterly and current reports, proxy
statements and other information with the SEC, all of which are made available,
free of charge, on our Internet Web site at www.hcreit.com under the heading
"Investor Relations" and the "SEC Filings" tab, as soon as reasonably
practicable after they are filed with, or furnished to, the SEC. You can review
our SEC filings and the registration statement by accessing the SEC's Internet
site at http://www.sec.gov. You also may read and copy the registration
statement and any reports, statements or other information on file at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can
request copies of those documents upon payment of a duplicating fee to the SEC.
You also may review a copy of the registration statement at the SEC's regional
offices in Chicago, Illinois and New York, New York. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms.

You also can inspect our reports, proxy statements and other information
about us at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.

This prospectus does not contain all the information set forth in the
registration statement. We have omitted certain parts consistent with SEC rules.
For further information, please see the registration statement.

DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means:

- we consider incorporated documents to be part of the prospectus;

- we may disclose important information to you by referring you to those
documents; and

- information we subsequently file with the SEC will automatically update
and supersede the information in this prospectus.

This prospectus incorporates by reference the following documents:

- Annual Report on Form 10-K for the year ended December 31, 2002.

- Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2003, and

- Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2003.

- The description of our common stock as set forth in our registration
statement filed under the Exchange Act on Form 8-A on June 17, 1985,
including any amendment or report for the purpose of updating such
description.

- The description of the rights to purchase our Series A junior
participating preferred stock, par value $1.00 per share, associated with
our common stock, is set forth in our registration statement filed under
the Exchange Act on Form 8-A on August 3, 1994, including any amendment
or report for the purpose of updating such description.

- The description of our 7 7/8% Series D Cumulative Redeemable Preferred
Stock as set forth in our registration statement filed under the Exchange
Act on Form 8-A/A on July 8, 2003, including any amendment or report for
the purpose of updating such description.

- All subsequent documents filed by us under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act of 1934 after the date of this prospectus and
before the termination of the offering.

This prospectus summarizes material provisions of contracts and other
documents to which we refer. Since this prospectus may not contain all the
information that you may find important, you should review the full text of
those documents. Upon request, we will provide each person receiving this
prospectus a free copy, without exhibits, of any or all documents incorporated
by reference into this prospectus. You may direct such requests to:

Erin C. Ibele, Vice President and Corporate Secretary
Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, Ohio 43604
(419) 247-2800
www.hcreit.com

THE COMPANY

Health Care REIT, Inc., a Delaware corporation, is a self-administered,
equity real estate investment trust that invests in health care facilities,
primarily skilled nursing and assisted living facilities. We also invest in
specialty care facilities. As of June 30, 2003, long-term care facilities, which
include skilled nursing and assisted living facilities, comprised approximately
92% of our investment portfolio. Founded in 1970, we were the first real estate
investment trust to invest exclusively in health care facilities.

THE PORTFOLIO

The following table reflects our portfolio as of June 30, 2003:

PERCENTAGE NUMBER NUMBER INVESTMENT NUMBER NUMBER
OF OF OF PER OF OF
TYPE OF FACILITY INVESTMENTS (1) PORTFOLIO FACILITIES BEDS/UNITS BED/UNIT (2) OPERATORS (3) STATES (3)
---------------- --------------- ---------- ---------- ---------- ------------ ------------- ----------
(IN THOUSANDS)

Assisted Living Facilities... $ 914,724 54% 166 11,043 $84,561 30 32
Skilled Nursing Facilities... 634,505 38% 96 13,617 46,597 18 20
Specialty Care Facilities.... 138,557 8% 8 1,304 112,748 6 5
---------- --- --- ------
Totals....................... $1,687,786 100% 270 25,964
========== === === ======

(1) Investments include gross real estate investments and credit enhancements
which amounted to $1,679,941,000 and $7,845,000, respectively.

(2) Investment per Bed/Unit was computed by using the total investment amount of
$1,715,335,000 which includes gross real estate investments, credit
enhancements and unfunded commitments for which initial funding has
commenced which amounted to $1,679,941,000, $7,845,000 and $27,549,000,
respectively.

(3) We have investments in properties located in 33 states and managed by 47
different operators.

Our investments are primarily operating leases and mortgage loans.
Construction financing is provided, but only as part of a long-term operating
lease or mortgage loan. Substantially all of our

investments are designed with escalating rate structures. Depending upon market
conditions, we believe that appropriate new investments will be available in the
future with substantially the same spreads over our cost of capital. Operating
leases and mortgage loans are normally credit enhanced by guaranties and/or
letters of credit. In addition, operating leases are typically structured as
master leases and mortgage loans are generally cross-defaulted and
cross-collateralized with other mortgage loans, operating leases or agreements
between us and the operator and its affiliates.

HOW WE INTEND TO USE THE PROCEEDS

Unless otherwise described in a prospectus supplement, we intend to use the
net proceeds from the sale of any securities under this prospectus for general
business purposes, which may include acquisition of and investment in additional
properties and the repayment of borrowings under our credit facilities or other
debt. Until the proceeds from a sale of securities by us are applied to their
intended purposes, they will be invested in short-term investments, including
repurchase agreements, some or all of which may not be investment grade.

RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS

The following table sets forth our ratios of earnings to fixed charges and
earnings to combined fixed charges and preferred stock dividends for the periods
indicated. The ratio of earnings to fixed charges was computed by dividing
earnings by our fixed charges. The ratio of earnings to combined fixed charges
and preferred stock dividends was computed by dividing earnings by our combined
fixed charges and preferred stock dividends. For purposes of calculating these
ratios, "earnings" includes income from continuing operations before
extraordinary items, excluding the equity earnings in a less than 50% owned
subsidiary, plus fixed charges and reduced by capitalized interest. "Fixed
charges" consists of interest on all indebtedness and the amortization of loan
expenses.

SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED
-------------------------------- JUNE 30,
1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----------

Consolidated ratio of earnings to fixed charges
(unaudited).................................. 2.99 2.75 2.56 2.68 2.50 2.39
Consolidated ratio of earnings to combined
fixed charges and preferred stock dividends
(unaudited).................................. 2.59 2.03 1.90 1.93 1.95 2.01

We issued 3,000,000 shares of 8 7/8% Series B Cumulative Redeemable
Preferred Stock in May 1998 and all of those shares were redeemed on July 15,
2003. We issued 3,000,000 shares of Series C Cumulative Convertible Preferred
Stock in January 1999 and during the year ended December 31, 2002, the holder of
our Series C Cumulative Convertible Preferred Stock converted 900,000 shares
into 878,000 shares of our common stock, leaving 2,100,000 shares of Series C
Cumulative Convertible Preferred Stock outstanding at December 31, 2002. As of
July 18, 2003, 1,154,000 additional shares of our Series C Cumulative
Convertible Preferred Stock were converted into 1,125,854 shares of our common
stock, leaving 946,000 shares of our Series C Cumulative Convertible Preferred
Stock outstanding at July 18, 2003. We issued 4,000,000 shares of 7 7/8% Series
D Cumulative Redeemable Preferred Stock on July 9, 2003 and all of those shares
are outstanding.

GENERAL DESCRIPTION OF THE OFFERED SECURITIES

We may offer under this prospectus one or more of the following categories
of our securities:

- debt securities, in one or more series;

- shares of our preferred stock, par value $1.00 per share, in one or more
series;

- depositary shares, representing interests in our preferred stock, in one
or more series;

- shares of our common stock, par value $1.00 per share;

- warrants to purchase any of the foregoing securities; and

- units consisting of any combination of the foregoing securities.

The terms of any specific offering of securities, including the terms of
any units offered, will be set forth in a prospectus supplement relating to such
offering.

Our amended certificate of incorporation authorizes us to issue 125,000,000
shares of common stock and 25,000,000 shares of preferred stock. Of our
preferred stock:

- 13,000 shares have been designated as Junior Participating Preferred
Stock, Series A,

- 3,000,000 shares have been designated as Series C Cumulative Convertible
Preferred Stock, and

- 4,000,000 shares have been designated as 7 7/8% Series D Cumulative
Redeemable Preferred Stock.

As of July 18, 2003, we had issued and outstanding 42,356,855 shares of
common stock, 946,000 shares of Series C Cumulative Convertible Preferred Stock
and 4,000,000 shares of 7 7/8% Series D Cumulative Redeemable Preferred Stock.

Our common stock is listed on the New York Stock Exchange under the symbol
"HCN." We intend to apply to list any additional shares of common stock that are
issued and sold hereunder. Our 7 7/8% Series D Cumulative Redeemable Preferred
Stock is listed on the New York Stock Exchange under the symbol "HCN PrD." We
may apply to list shares of any series of preferred stock or any depositary
shares which are offered and sold hereunder, as described in the prospectus
supplement relating to such preferred stock or depositary shares.

DESCRIPTION OF DEBT SECURITIES

The debt securities sold under this prospectus will be our direct
obligations, which may be secured or unsecured, and which may be senior or
subordinated indebtedness. The debt securities may be guaranteed on a secured or
unsecured, senior or subordinated basis, by one or more of our subsidiaries. The
debt securities will be issued under one or more indentures between us and a
specified trustee. Any indenture will be subject to and governed by the Trust
Indenture Act of 1939, as amended. The statements made in this prospectus
relating to any indentures and the debt securities to be issued under the
indentures are summaries of certain anticipated provisions of the indentures and
are not complete.

The following is a summary of the material terms of our debt securities.
Because it is a summary, it does not contain all of the information that may be
important to you. If you want more information, you should read the indenture
for senior debt securities between us and Fifth Third Bank, as trustee, dated
September 6, 2002, and the forms of indentures for senior subordinated and
junior subordinated debt securities which we have filed as exhibits to the
registration statement of which this prospectus is a part. We will file any
final indentures for senior subordinated and junior subordinated debt securities
and supplemental indentures if we issue debt securities of this type. See "Where
You Can Find

Additional Information." This summary is also subject to and qualified by
reference to the descriptions of the particular terms of the securities
described in the applicable prospectus supplement.

GENERAL

We may issue debt securities that rank "senior," "senior subordinated" or
"junior subordinated." The debt securities that we refer to as "senior" will be
our direct obligations and will rank equally and ratably in right of payment
with our other indebtedness not subordinated. We may issue debt securities that
will be subordinated in right of payment to the prior payment in full of senior
debt, as defined in the applicable prospectus supplement, and may rank equally
and ratably with the other senior subordinated indebtedness. We refer to these
as "senior subordinated" securities. We may also issue debt securities that may
be subordinated in right of payment to the senior subordinated securities. These
would be "junior subordinated" securities. We have filed with the registration
statement, of which this prospectus is a part, an indenture for senior debt
securities between us and Fifth Third Bank, as trustee, dated September 6, 2002,
and two separate forms of indenture, one for the senior subordinated securities
and one for the junior subordinated securities. We refer to senior subordinated
and junior subordinated securities as "subordinated."

We may issue the debt securities without limit as to aggregate principal
amount, in one or more series, in each case as we establish in one or more
supplemental indentures. We need not issue all debt securities of one series at
the same time. Unless we otherwise provide, we may reopen a series, without the
consent of the holders of the series, for issuances of additional securities of
that series.

We anticipate that any indenture will provide that we may, but need not,
designate more than one trustee under an indenture, each with respect to one or
more series of debt securities. Any trustee under any indenture may resign or be
removed with respect to one or more series of debt securities, and we may
appoint a successor trustee to act with respect to that series. The applicable
prospectus supplement will describe the specific terms relating to the series of
debt securities we will offer, including, where applicable, the following:

- the title and series designation and whether they are senior securities,
senior subordinated securities or subordinated securities;

- the aggregate principal amount of the securities;

- the percentage of the principal amount at which we will issue the debt
securities and, if other than the principal amount of the debt
securities, the portion of the principal amount of the debt securities
payable upon maturity of the debt securities;

- if convertible, the securities into which they are convertible, the
initial conversion price, the conversion period and any other terms
governing such conversion;

- the stated maturity date;

- any fixed or variable interest rate or rates per annum;

- the place where principal, premium, if any, and interest will be payable
and where the debt securities can be surrendered for transfer, exchange
or conversion;

- the date from which interest may accrue and any interest payment dates;

- any sinking fund requirements;

- any provisions for redemption, including the redemption price and any
remarketing arrangements;

- whether the securities are denominated or payable in United States
dollars or a foreign currency or units of two or more foreign currencies;

- the events of default and covenants of such securities, to the extent
different from or in addition to those described in this prospectus;

- whether we will issue the debt securities in certificated or book-entry
form;

- whether the debt securities will be in registered or bearer form and, if
in registered form, the denominations if other than in even multiples of
$1,000 and, if in bearer form, the denominations and terms and conditions
relating thereto;

- whether we will issue any of the debt securities in permanent global form
and, if so, the terms and conditions, if any, upon which interests in the
global security may be exchanged, in whole or in part, for the individual
debt securities represented by the global security;

- the applicability, if any, of the defeasance and covenant defeasance
provisions described in this prospectus or any prospectus supplement;

- whether we will pay additional amounts on the securities in respect of
any tax, assessment or governmental charge and, if so, whether we will
have the option to redeem the debt securities instead of making this
payment;

- the subordination provisions, if any, relating to the debt securities;

- if the debt securities are to be issued upon the exercise of debt
warrants, the time, manner and place for them to be authenticated and
delivered;

- whether any of our subsidiaries will be bound by the terms of the
indenture, in particular any restrictive covenants;

- the provisions relating to any security provided for the debt securities;
and

- the provisions relating to any guarantee of the debt securities.

We may issue debt securities at less than the principal amount payable at
maturity. We refer to these securities as "original issue discount" securities.
If material or applicable, we will describe in the applicable prospectus
supplement special U.S. federal income tax, accounting and other considerations
applicable to original issue discount securities.

Except as may be described in any prospectus supplement, an indenture will
not contain any other provisions that would limit our ability to incur
indebtedness or that would afford holders of the debt securities protection in
the event of a highly leveraged or similar transaction involving us or in the
event of a change of control. You should review carefully the applicable
prospectus supplement for information with respect to events of default and
covenants applicable to the securities being offered.

DENOMINATIONS, INTEREST, REGISTRATION AND TRANSFER

Unless otherwise described in the applicable prospectus supplement, we will
issue the debt securities of any series that are registered securities in
denominations that are even multiples of $1,000, other than global securities,
which may be of any denomination.

Unless otherwise specified in the applicable prospectus supplement, we will
pay the interest, principal and any premium at the corporate trust office of the
trustee. At our option, however, we may make payment of interest by check mailed
to the address of the person entitled to the payment as it appears in the
applicable register or by wire transfer of funds to that person at an account
maintained within the United States.

If we do not punctually pay or otherwise provide for interest on any
interest payment date, the defaulted interest will be paid either:

- to the person in whose name the debt security is registered at the close
of business on a special record date the trustee will fix; or

- in any other lawful manner, all as the applicable indenture describes.

You may have your debt securities divided into more debt securities of
smaller denominations or combined into fewer debt securities of larger
denominations, as long as the total principal amount is not changed. We call
this an "exchange." You may exchange or transfer debt securities at the office
of the applicable trustee. The trustee acts as our agent for registering debt
securities in the names of holders and transferring debt securities. We may
change this appointment to another entity or perform it ourselves.

The entity performing the role of maintaining the list of registered
holders is called the "registrar." It will also perform transfers. You will not
be required to pay a service charge to transfer or exchange debt securities, but
you may be required to pay for any tax or other governmental charge associated
with the exchange or transfer. The security registrar will make the transfer or
exchange only if it is satisfied with your proof of ownership.

MERGER, CONSOLIDATION OR SALE OF ASSETS

Under any indenture, we are generally permitted to consolidate or merge
with another company. We are also permitted to sell substantially all of our
assets to another company, or to buy substantially all of the assets of another
company. However, we may not take any of these actions unless the following
conditions are met:

- if we merge out of existence or sell our assets, the other company must
be an entity organized under the laws of one of the states of the United
States or the District of Columbia or under United States federal law and
must agree to be legally responsible for our debt securities; and

- immediately after the merger, sale of assets or other transaction, we may
not be in default on the debt securities. A default for this purpose
would include any event that would be an event of default if the
requirements for giving us default notice or our default having to exist
for a specific period of time were disregarded.

CERTAIN COVENANTS

Existence. Except as permitted as described above under " -- Merger,
Consolidation or Sale of Assets," we will agree to do all things necessary to
preserve and keep our existence, rights and franchises, provided that it is in
our best interests for the conduct of business.

Provisions of Financial Information. Whether or not we remain required to
do so under the Exchange Act, to the extent permitted by law, we will agree to
file all annual, quarterly and other reports and financial statements with the
SEC and an indenture trustee on or before the applicable SEC filing dates as if
we were required to do so.

Additional Covenants. Any additional or different covenants or
modifications to the foregoing covenants with respect to any series of debt
securities will be described in the applicable prospectus supplement.

EVENTS OF DEFAULT AND RELATED MATTERS

Events of Default. The term "event of default" for any series of debt
securities means any of the following:

- We do not pay the principal or any premium on a debt security of that
series within 30 days after its maturity date.
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- We do not pay interest on a debt security of that series within 30 days
after its due date.

- We do not deposit any sinking fund payment for that series within 30 days
after its due date.

- We remain in breach of any other term of the applicable indenture (other
than a term added to the indenture solely for the benefit of another
series) for 60 days after we receive a notice of default stating we are
in breach. Either the trustee or holders of more than 50% in principal
amount of debt securities of the affected series may send the notice.

- We default under any of our other indebtedness in specified amounts after
the expiration of any applicable grace period, which default results in
the acceleration of the maturity of such indebtedness. Such default is
not an event of default if the other indebtedness is discharged, or the
acceleration is rescinded or annulled, within a period of 10 days after
we receive notice specifying the default and requiring that we discharge
the other indebtedness or cause the acceleration to be rescinded or
annulled. Either the trustee or the holders of more than 50% in principal
amount of debt securities of the affected series may send the notice.

- We or one of our "significant subsidiaries," if any, files for bankruptcy
or certain other events in bankruptcy, insolvency or reorganization
occur. The term "significant subsidiary" means each of our significant
subsidiaries, if any, as defined in Regulation S-X under the Securities
Act.

- Any other event of default described in the applicable prospectus
supplement occurs.

Remedies if an Event of Default Occurs. If an event of default has
occurred and has not been cured, the trustee or the holders of at least a
majority in principal amount of the debt securities of the affected series may
declare the entire principal amount of all the debt securities of that series to
be due and immediately payable. If an event of default occurs because of certain
events in bankruptcy, insolvency or reorganization, the principal amount of all
the debt securities of that series will be automatically accelerated, without
any action by the trustee or any holder. At any time after the trustee or the
holders have accelerated any series of debt securities, but before a judgment or
decree for payment of the money due has been obtained, the holders of at least a
majority in principal amount of the debt securities of the affected series may,
under certain circumstances, rescind and annul such acceleration.

The trustee will be required to give notice to the holders of debt
securities within 90 days after a default under the applicable indenture unless
the default has been cured or waived. The trustee may withhold notice to the
holders of any series of debt securities of any default with respect to that
series, except a default in the payment of the principal of or interest on any
debt security of that series, if specified responsible officers of the trustee
in good faith determine that withholding the notice is in the interest of the
holders.

Except in cases of default, where the trustee has some special duties, the
trustee is not required to take any action under the applicable indenture at the
request of any holders unless the holders offer the trustee reasonable
protection from expenses and liability. We refer to this as an "indemnity." If
reasonable indemnity is provided, the holders of a majority in principal amount
of the outstanding securities of the relevant series may direct the time, method
and place of conducting any lawsuit or other formal legal action seeking any
remedy available to the trustee. These majority holders may also direct the
trustee in performing any other action under the applicable indenture, subject
to certain limitations.

Before you bypass the trustee and bring your own lawsuit or other formal
legal action or take other steps to enforce your rights or protect your
interests relating to the debt securities, the following must occur:

- you must give the trustee written notice that an event of default has
occurred and remains uncured;

- the holders of at least a majority in principal amount of all outstanding
securities of the relevant series must make a written request that the
trustee take action because of the default, and must offer reasonable
indemnity to the trustee against the cost and other liabilities of taking
that action; and

- the trustee must have not taken action for 60 days after receipt of the
notice and offer of indemnity.

However, you are entitled at any time to bring a lawsuit for the payment of
money due on your security after its due date.

Every year we will furnish to the trustee a written statement by certain of
our officers certifying that to their knowledge we are in compliance with the
applicable indenture and the debt securities, or else specifying any default.

MODIFICATION OF AN INDENTURE

There are three types of changes we can make to the indentures and the debt
securities:

Changes Requiring Your Approval. First, there are changes we cannot make
to your debt securities without your specific approval. The following is a list
of those types of changes:

- change the stated maturity of the principal or interest on a debt
security;

- reduce any amounts due on a debt security;

- reduce the amount of principal payable upon acceleration of the maturity
of a debt security following a default;

- change the currency of payment on a debt security;

- impair your right to sue for payment;

- modify the subordination provisions, if any, in a manner that is adverse
to you;

- reduce the percentage of holders of debt securities whose consent is
needed to modify or amend an indenture or to waive compliance with
certain provisions of an indenture;

- reduce the percentage of holders of debt securities whose consent is
needed to waive past defaults or change certain provisions of the
indenture relating to waivers of default;

- waive a default or event of default in the payment of principal of or
premium, if any, or interest on the debt securities; or

- modify any of the foregoing provisions.

Changes Requiring a Majority Vote. The second type of change to an
indenture and the debt securities is the kind that requires a vote in favor by
holders of debt securities owning a majority of the principal amount of the
particular series affected. Most changes fall into this category, except for
clarifying changes and certain other changes that would not materially adversely
affect holders of the debt securities. We require the same vote to obtain a
waiver of a past default. However, we cannot obtain a waiver of a payment
default or any other aspect of an indenture or the debt securities listed in the
first category described above under " -- Changes Requiring Your Approval"
unless we obtain your individual consent to the waiver.

Changes Not Requiring Approval. The third type of change does not require
any vote by holders of debt securities. This type is limited to clarifications
and certain other changes that would not materially adversely affect holders of
the debt securities.

Further Details Concerning Voting. Debt securities are not considered
outstanding, and therefore the holders thereof are not eligible to vote if we
have deposited or set aside in trust for you money for their payment or
redemption or if we or one of our affiliates own them. The holders of debt
securities
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are also not eligible to vote if they have been fully defeased as described
immediately below under " -- Discharge, Defeasance and Covenant
Defeasance -- Full Defeasance." For original issue discount securities, we will
use the principal amount that would be due and payable on the voting date if the
maturity of the debt securities were accelerated to that date because of a
default.

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

Discharge. We may discharge some obligations to holders of any series of
debt securities that either have become due and payable or will become due and
payable within one year, or scheduled for redemption within one year, by
irrevocably depositing with the trustee, in trust, funds in the applicable
currency in an amount sufficient to pay the debt securities, including any
premium and interest.

Full Defeasance. We can, under particular circumstances, effect a full
defeasance of your series of debt securities. By this we mean we can legally
release ourselves from any payment or other obligations on the debt securities
if, among other things, we put in place the arrangements described below to
repay you and deliver certain certificates and opinions to the trustee:

- we must deposit in trust for your benefit and the benefit of all other
direct holders of the debt securities a combination of money or U.S.
government or U.S. government agency notes or bonds or, in some
circumstances, depositary receipts representing these notes or bonds,
that will generate enough cash to make interest, principal and any other
payments on the debt securities on their various due dates;

- the current federal tax law must be changed or an IRS ruling must be
issued permitting the above deposit without causing you to be taxed on
the debt securities any differently than if we did not make the deposit
and just repaid the debt securities ourselves. Under current federal
income tax law, the deposit and our legal release from the debt
securities would be treated as though we took back your debt securities
and gave you your share of the cash and notes or bonds deposited in
trust. In that event, you could recognize gain or loss on the debt
securities you give back to us; and

- we must deliver to the trustee a legal opinion confirming the tax law
change described above.

If we did accomplish full defeasance, you would have to rely solely on the
trust deposit for repayment on the debt securities. You could not look to us for
repayment in the unlikely event of any shortfall. Conversely, the trust deposit
would most likely be protected from claims of our lenders and other creditors if
we ever became bankrupt or insolvent. You would also be released from any
subordination provisions.

Covenant Defeasance. Under current federal income tax law, we can make the
same type of deposit described above and be released from some of the
restrictive covenants in the debt securities. This is called "covenant
defeasance." In that event, you would lose the protection of those restrictive
covenants but would gain the protection of having money and securities set aside
in trust to repay the securities and you would be released from any
subordination provisions.

If we accomplish covenant defeasance, the following provisions of an
indenture and the debt securities would no longer apply:

- any covenants applicable to the series of debt securities and described
in the applicable prospectus supplement;

- any subordination provisions; and

- certain events of default relating to breach of covenants and
acceleration of the maturity of other debt set forth in any prospectus
supplement.

If we accomplish covenant defeasance, you can still look to us for
repayment of the debt securities if a shortfall in the trust deposit occurred.
If one of the remaining events of default occurs, for example, our bankruptcy,
and the debt securities become immediately due and payable, there may be a
15

shortfall. Depending on the event causing the default, you may not be able to
obtain payment of the shortfall.

SUBORDINATION

We will describe in the applicable prospectus supplement the terms and
conditions, if any, upon which any series of senior subordinated securities or
subordinated securities is subordinated to debt securities of another series or
to our other indebtedness. The terms will include a description of:

- the indebtedness ranking senior to the debt securities being offered;

- the restrictions, if any, on payments to the holders of the debt
securities being offered while a default with respect to the senior
indebtedness is continuing;

- the restrictions, if any, on payments to the holders of the debt
securities being offered following an event of default; and

- provisions requiring holders of the debt securities being offered to
remit some payments to holders of senior indebtedness.

GUARANTEES

Our payment obligations under any series of our debt securities may be
guaranteed by some or all of our subsidiaries. The guarantees may be secured or
unsecured and may be senior or subordinated obligations. The guarantors will be
identified and the terms of the guarantees will be described in the applicable
prospectus supplement.

GLOBAL SECURITIES

If so set forth in the applicable prospectus supplement, we may issue the
debt securities of a series in whole or in part in the form of one or more
global securities that will be deposited with a depositary identified in the
prospectus supplement. We may issue global securities in either registered or
bearer form and in either temporary or permanent form. The specific terms of the
depositary arrangement with respect to any series of debt securities will be
described in the prospectus supplement.

DESCRIPTION OF OUR COMMON STOCK

The following is a summary of certain provisions of our amended certificate
of incorporation and by-laws, which documents set forth certain terms of our
common stock. Because this summary is not complete, you should refer to such
documents for complete information. Copies of our certificate of incorporation
and by-laws, as amended, are incorporated by reference as exhibits to the
registration statement of which this prospectus is a part.

GENERAL

Common stock holders are entitled to receive dividends when declared by the
board of directors and after payment of, or provision for, full cumulative
dividends on and any required redemptions of shares of preferred stock then
outstanding. Common stock holders have one vote per share, and there are no
cumulative voting rights. If we are voluntarily or involuntarily liquidated or
dissolved, common stock holders are to share ratably in our distributable assets
remaining after the satisfaction of all of our debts and liabilities and the
preferred stock holders' prior preferential rights. Common stock holders do not
have preemptive rights. The common stock will be, when issued, fully paid and
nonassessable. The common stock is subject to restrictions on transfer under
certain circumstances described under "Restrictions on Transfer of Securities"
below. The transfer agent for our common stock is Mellon Investor Services LLC.

Each outstanding share of our common stock is accompanied by a right to
purchase one one-thousandth of a share of our junior participation preferred
stock, Series A, at the price of $48, subject to certain anti-dilution
adjustments. We have designated and reserved 13,000 shares of our preferred
stock as such Class A preferred stock for issuance upon exercise of the rights.
The existence of such rights could have the effect of delaying, deterring or
preventing a change in our control. The purchase rights and the Class A
preferred stock are more fully discussed below under the caption "Share Purchase
Rights." For a description of other provisions of our amended certificate of
incorporation and by-laws that could have the effect of delaying, deterring or
preventing a change in our control, please see "Description of Certain
Provisions of Our Certificate of Incorporation and By-Laws" below.

The rights, preferences and privileges of holders of our common stock are
subject to, and may be adversely affected by, the rights of the holders of
shares of any series of our preferred stock which are outstanding or which we
may designate and issue in the future. See "Description of Our Preferred Stock"
below.

SHARE PURCHASE RIGHTS

On July 19, 1994, our board of directors adopted a shareholder rights plan,
commonly referred to as a "poison pill," which authorized the issuance of one
preferred share purchase right for each outstanding share of common stock. Under
certain conditions, each right may be exercised to purchase one one-thousandth
of a share of our Junior Participating Preferred Stock, Series A, for $48,
subject to certain anti-dilution adjustments. The number of rights outstanding
and Series A preferred stock issuable upon exercise, as well as the Series A
preferred stock purchase price, are subject to customary antidilution
adjustments.

The rights are evidenced by the certificates for shares of common stock,
and in general are not transferable apart from the common stock or exercisable
until after a party has acquired beneficial ownership of, or made a tender offer
for 15% or more of our outstanding common stock, or the occurrence of other
events as specified in a rights agreement between us and Mellon Investor
Services LLC, as rights agent. Under certain conditions as specified in the
rights agreement, including but not limited to, the acquisition by a party of
15% or more of our outstanding common stock, or the acquisition of us in a
merger or other business combination, each holder of a right (other than an
acquiring person, whose rights will be void) will receive upon its exercise and
payment of the exercise price that number of shares of our common stock, or the
common stock of the other party, as applicable, having a market value of two
times the exercise price of the right.

The rights expire on August 5, 2004, and until they are exercised, their
holder will have no rights as a stockholder. At our option, the rights may be
redeemed in whole at a price of $.01 per right any time prior to becoming
exercisable. In general, we may also exchange the rights at a ratio of one share
of common stock per right after becoming exercisable but prior to any party
acquiring 50% or more of the outstanding shares of common stock.

Series A preferred stock issuable upon exercise of the rights will not be
redeemable. Each share of Series A preferred stock will have 1,000 votes and
will be entitled to:

- a minimum preferential quarterly dividend payment equal to the greater of
$25.00 per share or 1,000 times the amount of the dividends per share
paid on the common stock;

- a liquidation preference in an amount equal to the greater of $100 or
1,000 times the amount per share paid on the common stock; and

- a payment in connection with a business combination in which shares of
common stock are exchanged equal to 1,000 times the amount per share paid
on the common stock.

The purchase rights have an anti-takeover effect that is intended to
discourage coercive or unfair takeover tactics and to encourage any potential
acquirer to negotiate a fair price for all of our shareholders. The purchase
rights may cause substantial dilution to any party that may attempt to

acquire us on terms not approved by our board of directors. However, the
purchase rights are structured in a way so as not to interfere with any
negotiated merger or other business combination.

DESCRIPTION OF OUR PREFERRED STOCK

The following is a summary description of the material terms of our shares
of preferred stock. Because it is a summary, it does not contain all of the
information that may be important to you. If you want more information, you
should read our amended certificate of incorporation and by-laws, copies of
which have been filed with the SEC. See "Where You Can Find Additional
Information." This summary is also subject to and qualified by reference to the
description of the particular terms of your securities described in the
applicable prospectus supplement.

GENERAL

Our board of directors or a duly authorized committee thereof, will
determine the designations, preferences, limitations and relative rights of our
authorized and unissued preferred shares. These may include:

- the distinctive designation of each series and the number of shares that
will constitute the series;

- the voting rights, if any, of shares of the series;

- the distribution rate on the shares of the series, any restriction,
limitation or condition upon the payment of the distribution, whether
distributions will be cumulative, and the dates on which distributions
are payable;

- the prices at which, and the terms and conditions on which, the shares of
the series may be redeemed, if the shares are redeemable;

- the purchase or sinking fund provisions, if any, for the purchase or
redemption of shares of the series;

- any preferential amount payable upon shares of the series upon our
liquidation or the distribution of our assets;

- if the shares are convertible, the price or rates of conversion at which,
and the terms and conditions on which, the shares of the series may be
converted into other securities; and

- whether the series can be exchanged, at our option, into debt securities,
and the terms and conditions of any permitted exchange.

The issuance of preferred shares, or the issuance of rights to purchase
preferred shares, could discourage an unsolicited acquisition proposal. In
addition, the rights of holders of common shares will be subject to, and may be
adversely affected by, the rights of holders of any preferred shares that we may
issue in the future.

The following describes some general terms and provisions of the preferred
shares to which a prospectus supplement may relate. The statements below
describing the preferred shares are in all respects subject to and qualified in
their entirety by reference to the applicable provisions of our amended
certificate of incorporation, including any applicable certificate of
designation, and our by-laws.

The prospectus supplement will describe the specific terms as to each
issuance of preferred shares, including:

- the description of the preferred shares;

- the number of the preferred shares offered;

- the voting rights, if any, of the holders of the preferred shares;

- the offering price of the preferred shares;

- the distribution rate, when distributions will be paid, or the method of
determining the distribution rate if it is based on a formula or not
otherwise fixed;

- the date from which distributions on the preferred shares shall
accumulate;

- the provisions for any auctioning or remarketing, if any, of the
preferred shares;

- the provision, if any, for redemption or a sinking fund;

- the liquidation preference per share;

- any listing of the preferred shares on a securities exchange;

- whether the preferred shares will be convertible and, if so, the security
into which they are convertible and the terms and conditions of
conversion, including the conversion price or the manner of determining
it;

- whether interests in the shares of preferred stock will be represented by
depositary shares as more fully described below under "Description of
Depositary Shares;"

- a discussion of federal income tax considerations;

- the relative ranking and preferences of the preferred shares as to
distribution and liquidation rights;

- any limitations on issuance of any preferred shares ranking senior to or
on a parity with the series of preferred shares being offered as to
distribution and liquidation rights;

- any limitations on direct or beneficial ownership and restrictions on
transfer, in each case as may be appropriate to preserve our status as a
real estate investment trust; and

- any other specific terms, preferences, rights, limitations or
restrictions of the preferred shares.

As described under "Description of Depositary Shares," we may, at our
option, elect to offer depositary shares evidenced by depositary receipts. If we
elect to do this, each depositary receipt will represent a fractional interest
in a share of the particular series of preferred stock issued and deposited with
a depositary. The applicable prospectus supplement will specify that fractional
interest.

RANK

Unless our board of directors otherwise determines and we so specify in the
applicable prospectus supplement, we expect that the preferred shares will, with
respect to distribution rights and rights upon liquidation or dissolution, rank
senior to all our common shares.

DISTRIBUTIONS

Holders of preferred shares of each series will be entitled to receive cash
and/or share distributions at the rates and on the dates shown in the applicable
prospectus supplement. Even though the preferred shares may specify a fixed rate
of distribution, our board of directors must authorize and declare those
distributions and they may be paid only out of assets legally available for
payment. We will pay each distribution to holders of record as they appear on
our share transfer books on the record dates fixed by our board of directors. In
the case of shares of preferred stock represented by depositary receipts, the
records of the depositary referred to under "Description of Depositary Shares"
will determine the persons to whom dividends are payable.

Distributions on any series of preferred shares may be cumulative or
noncumulative, as provided in the applicable prospectus supplement. We refer to
each particular series, for ease of reference, as the applicable series.
Cumulative distributions will be cumulative from and after the date shown in the
applicable prospectus supplement. If our board of directors fails to authorize a
distribution on any

applicable series that is noncumulative, the holders will have no right to
receive, and we will have no obligation to pay, a distribution in respect of the
applicable distribution period, whether or not distributions on that series are
declared payable in the future. If the applicable series is entitled to a
cumulative distribution, we may not declare, or pay or set aside for payment,
any full distributions on any other series of preferred shares ranking, as to
distributions, on a parity with or junior to the applicable series, unless we
declare, and either pay or set aside for payment, full cumulative distributions
on the applicable series for all past distribution periods and the then current
distribution period. If the applicable series does not have a cumulative
distribution, we must declare, and pay or set aside for payment, full
distributions for the then current distribution period only. When distributions
are not paid, or set aside for payment, in full upon any applicable series and
the shares of any other series ranking on a parity as to distributions with the
applicable series, we must declare, and pay or set aside for payment, all
distributions upon the applicable series and any other parity series
proportionately, in accordance with accrued and unpaid distributions of the
several series. For these purposes, accrued and unpaid distributions do not
include unpaid distribution periods on noncumulative preferred shares. No
interest will be payable in respect of any distribution payment that may be in
arrears.

Except as provided in the immediately preceding paragraph, unless we
declare, and pay or set aside for payment, full cumulative distributions,
including for the then current period, on any cumulative applicable series, we
may not declare, or pay or set aside for payment, any distributions upon common
shares or any other equity securities ranking junior to or on a parity with the
applicable series as to distributions or upon liquidation. The foregoing
restriction does not apply to distributions paid in common shares or other
equity securities ranking junior to the applicable series as to distributions
and upon liquidation. If the applicable series is noncumulative, we need only
declare, and pay or set aside for payment, the distribution for the then current
period, before declaring distributions on common shares or junior or parity
securities. In addition, under the circumstances that we could not declare a
distribution, we may not redeem, purchase or otherwise acquire for any
consideration any common shares or other parity or junior equity securities,
except upon conversion into or exchange for common shares or other junior equity
securities. We may, however, make purchases and redemptions otherwise prohibited
pursuant to certain redemptions or pro rata offers to purchase the outstanding
shares of the applicable series and any other parity series of preferred shares.

We will credit any distribution payment made on an applicable series first
against the earliest accrued but unpaid distribution due with respect to the
series.

REDEMPTION

We may have the right or may be required to redeem one or more series of
preferred shares, as a whole or in part, in each case upon the terms, if any,
and at the times and at the redemption prices shown in the applicable prospectus
supplement.

If a series of preferred shares is subject to mandatory redemption, we will
specify in the applicable prospectus supplement the number of shares we are
required to redeem, when those redemptions start, the redemption price, and any
other terms and conditions affecting the redemption. The redemption price will
include all accrued and unpaid distributions, except in the case of
noncumulative preferred shares. The redemption price may be payable in cash or
other property, as specified in the applicable prospectus supplement. If the
redemption price for preferred shares of any series is payable only from the net
proceeds of our issuance of shares of capital stock, the terms of the preferred
shares may provide that, if no shares of such capital stock shall have been
issued or to the extent the net proceeds from any issuance are insufficient to
pay in full the aggregate redemption price then due, the preferred shares will
automatically and mandatorily be converted into shares of the applicable capital
stock pursuant to conversion provisions specified in the applicable prospectus
supplement.

LIQUIDATION PREFERENCE

The applicable prospectus supplement will show the liquidation preference
of the applicable series. Upon our voluntary or involuntary liquidation, before
any distribution may be made to the holders of our common shares or any other
shares of beneficial interest ranking junior in the distribution of assets upon
any liquidation to the applicable series, the holders of that series will be
entitled to receive, out of our assets legally available for distribution to
stockholders, liquidating distributions in the amount of the liquidation
preference, plus an amount equal to all distributions accrued and unpaid. In the
case of a noncumulative applicable series, accrued and unpaid distributions
include only the then current distribution period. After payment of the full
amount of the liquidating distributions to which they are entitled, the holders
of preferred shares will have no right or claim to any of our remaining assets.
If liquidating distributions shall have been made in full to all holders of
preferred shares, our remaining assets will be distributed among the holders of
any other shares of beneficial interest ranking junior to the preferred shares
upon liquidation, according to their rights and preferences and in each case
according to their number of shares.

If, upon any voluntary or involuntary liquidation, our available assets are
insufficient to pay the amount of the liquidating distributions on all
outstanding shares of that series and the corresponding amounts payable on all
shares of beneficial interest ranking on a parity in the distribution of assets
with that series, then the holders of that series and all other equally ranking
shares of beneficial interest shall share ratably in the distribution in
proportion to the full liquidating distributions to which they would otherwise
be entitled. For these purposes, our consolidation or merger with or into any
other corporation or other entity, or the sale, lease or conveyance of all or
substantially all of our property or business, will not be a liquidation.

VOTING RIGHTS

Holders of the preferred shares will not have any voting rights, except as
described below or as otherwise from time to time required by law or as
specified in the applicable prospectus supplement. As more fully described under
"Description of Depositary Shares" below, if we elect to issue depositary
shares, each representing a fraction of a share of a series of preferred stock,
each depositary will in effect be entitled to a fraction of a vote per
depositary share.

Unless otherwise provided for in an applicable series, so long as any
preferred shares are outstanding, we may not, without the affirmative vote or
consent of at least a majority of the shares of each series of preferred shares
outstanding at that time:

- authorize, create or increase the authorized or issued amount of any
class or series of shares of beneficial interest ranking senior to that
series of preferred shares with respect to distribution and liquidation
rights;

- reclassify any authorized shares of beneficial interest into a series of
shares of beneficial interest ranking senior to that series of preferred
shares with respect to distribution and liquidation rights;

- create, authorize or issue any security or obligation convertible into or
evidencing the right to purchase any shares of beneficial interest
ranking senior to that series of preferred shares with respect to
distribution and liquidation rights; and

- amend, alter or repeal the provisions of our certificate of incorporation
relating to that series of preferred shares that materially and adversely
affects the series of preferred shares.

The authorization, creation or increase of the authorized or issued amount
of any class or series of shares of capital stock ranking on parity or junior to
a series of preferred shares with respect to distribution and liquidation rights
will not be deemed to materially and adversely affect that series.

CONVERSION RIGHTS

We will describe in the applicable prospectus supplement the terms and
conditions, if any, upon which you may, or we may require you to, convert shares
of any series of preferred shares into common shares or any other class or
series of shares of capital stock. The terms will include the number of common
shares or other capital stock into which the preferred shares are convertible,
the conversion price or manner of determining it, the conversion period,
provisions as to whether conversion will be at the option of the holders of the
series or at our option, the events requiring an adjustment of the conversion
price, and provisions affecting conversion upon the redemption of shares of the
series.

OUR EXCHANGE RIGHTS

We will describe in the applicable prospectus supplement the terms and
conditions, if any, upon which we can require you to exchange shares of any
series of preferred shares for debt securities. If an exchange is required, you
will receive debt securities with a principal amount equal to the liquidation
preference of the applicable series of preferred shares. The other terms and
provisions of the debt securities will not be materially less favorable to you
than those of the series of preferred shares being exchanged.

DESCRIPTION OF DEPOSITARY SHARES

This section describes the general terms and provisions of shares of
preferred stock represented by depositary shares. The applicable prospectus
supplement will describe the specific terms of the depositary shares offered
through that prospectus supplement and any general terms outlined in this
section that will not apply to those depositary shares.

We have summarized in this section certain terms and provisions of the
deposit agreement, the depositary shares and the receipts representing
depositary shares. The summary is not complete. You should read the forms of
deposit agreement and depositary receipt that we will file with the SEC at or
before the time of the offering of the depositary shares for additional
information before you buy any depositary shares.

GENERAL

We may, at our option, elect to offer fractional interests in shares of
preferred stock, rather than shares of preferred stock. If we exercise this
option, we will appoint a depositary to issue depositary receipts representing
those fractional interests. Shares of preferred stock of each series represented
by depositary shares will be deposited under a separate deposit agreement
between us and the depositary. The prospectus supplement relating to a series of
depositary shares will provide the name and address of the depositary. Subject
to the terms of the applicable deposit agreement, each owner of depositary
shares will be entitled to all of the dividend, voting, conversion, redemption,
liquidation and other rights and preferences of the shares of preferred stock
represented by those depositary shares.

Depositary receipts issued pursuant to the applicable deposit agreement
will evidence ownership of depositary shares. Upon surrender of depositary
receipts at the office of the depositary, and upon payment of the charges
provided in and subject to the terms of the deposit agreement, a holder of
depositary shares will be entitled to receive the shares of preferred stock
underlying the surrendered depositary receipts.

DISTRIBUTIONS

A depositary will be required to distribute all dividends or other cash
distributions received in respect of the applicable shares of preferred stock to
the record holders of depositary receipts evidencing the related depositary
shares in proportion to the number of depositary receipts owned by the holders.
Fractions will be rounded down to the nearest whole cent.

If the distribution is other than in cash, a depositary will be required to
distribute property received by it to the record holders of depositary receipts
entitled thereto, unless the depositary determines that it is not feasible to
make the distribution. In that case, the depositary may, with our approval, sell
the property and distribute the net proceeds from the sale to the holders of
depositary shares.

Depositary shares that represent shares of preferred stock converted or
exchanged will not be entitled to distributions. The deposit agreement also will
contain provisions relating to the manner in which any subscription or similar
rights we offer to holders of shares of preferred stock will be made available
to holders of depositary shares. All distributions will be subject to
obligations of holders to file proofs, certificates and other information and to
pay certain charges and expenses to the depositary.

WITHDRAWAL OF SHARES OF PREFERRED STOCK

You may receive the number of whole shares of your series of preferred
stock and any money or other property represented by your depositary receipts
after surrendering your depositary receipts at the corporate trust office of the
depositary. Partial shares of preferred stock will not be issued. If the
depositary shares that you surrender exceed the number of depositary shares that
represent the number of whole shares of preferred stock you wish to withdraw,
then the depositary will deliver to you at the same time a new depositary
receipt evidencing the excess number of depositary shares. Once you have
withdrawn your shares of preferred stock, you will not be entitled to re-deposit
those shares of preferred stock under the deposit agreement in order to receive
depositary shares. We do not expect that there will be any public trading market
for withdrawn shares of preferred stock.

REDEMPTION OF DEPOSITARY SHARES

If we redeem a series of the preferred stock underlying the depositary
shares, the depositary will redeem those shares from the proceeds it receives.
The redemption price per depositary share will be equal to the applicable
fraction of the redemption price per share payable with respect to the series of
the preferred stock. The redemption date for depositary shares will be the same
as that of the preferred stock. If we are redeeming less than all of the
depositary shares, the depositary will select the depositary shares we are
redeeming by lot or pro rata as the depositary may determine.

After the date fixed for redemption, the depositary shares called for
redemption will no longer be deemed outstanding. All rights of the holders of
the depositary shares and the related depositary receipts will cease at that
time, except the right to receive the money or other property to which the
holders of depositary shares were entitled upon redemption. Receipt of the money
or other property is subject to surrender to the depositary of the depositary
receipts evidencing the redeemed depositary shares.

VOTING OF THE UNDERLYING SHARES OF PREFERRED STOCK

Upon receipt of notice of any meeting at which the holders of the preferred
stock are entitled to vote, a depositary will be required to mail the
information contained in the notice of meeting to the record holders of the
depositary shares representing such preferred stock. Each record holder of
depositary receipts on the record date will be entitled to instruct the
depositary as to how the holder's depositary shares will be voted. The record
date for the depositary shares will be the same as the record date for the
preferred stock. The depositary will vote the shares as you instruct. We will
agree to take all reasonable action that the depositary deems necessary in order
to enable it to vote the preferred stock in that manner. If you do not instruct
the depositary how to vote your shares, the depositary will abstain from voting
those shares. The depositary will not be responsible for any failure to carry
out any voting instruction, or for the manner or effect of any vote, as long as
its action or inaction is in good faith and does not result from its negligence
or willful misconduct.

LIQUIDATION PREFERENCE

Upon our liquidation, whether voluntary or involuntary, each holder of
depositary shares will be entitled to the fraction of the liquidation preference
accorded each share of preferred stock represented by the depositary shares, as
described in the applicable prospectus supplement.

CONVERSION OR EXCHANGE OF SHARES OF PREFERRED STOCK

The depositary shares will not themselves be convertible into or
exchangeable for shares of common stock or preferred stock or any of our other
securities or property. Nevertheless, if so specified in the applicable
prospectus supplement, the depositary receipts may be surrendered by holders to
the applicable depositary with written instructions to it to instruct us to
cause the conversion of the preferred stock represented by the depositary
shares. Similarly, if so specified in the applicable prospectus supplement, we
may require you to surrender all of your depositary receipts to the applicable
depositary upon our requiring the conversion or exchange of the preferred stock
represented by the depositary shares into our debt securities. We will agree
that, upon receipt of the instruction and any amounts payable in connection with
the conversion or exchange, we will cause the conversion or exchange using the
same procedures as those provided for delivery of shares of preferred stock to
effect the conversion or exchange. If you are converting only a part of the
depositary shares, the depositary will issue you a new depositary receipt for
any unconverted depositary shares.

AMENDMENT AND TERMINATION OF A DEPOSIT AGREEMENT

We and the applicable depositary are permitted to amend the provisions of
the depositary receipts and the deposit agreement. However, the holders of at
least a majority of the applicable depositary shares then outstanding must
approve any amendment that adds or increases fees or charges or prejudices an
important right of holders. Every holder of an outstanding depositary receipt at
the time any amendment becomes effective, by continuing to hold the receipt,
will be bound by the applicable deposit agreement, as amended.

Any deposit agreement may be terminated by us upon not less than 30 days'
prior written notice to the applicable depositary if (1) the termination is
necessary to preserve our status as a REIT or (2) a majority of each series of
preferred stock affected by the termination consents to the termination. When
either event occurs, the depositary will be required to deliver or make
available to each holder of depositary receipts, upon surrender of the
depositary receipts held by the holder, the number of whole or fractional shares
of preferred stock as are represented by the depositary shares evidenced by the
depositary receipts, together with any other property held by the depositary
with respect to the depositary receipts. In addition, a deposit agreement will
automatically terminate if:

- all depositary shares have been redeemed;

- there shall have been a final distribution in respect of the related
preferred stock in connection with our liquidation and the distribution
has been made to the holders of depositary receipts evidencing the
depositary shares underlying the preferred stock; or

- each related share of preferred stock shall have been converted or
exchanged into securities not represented by depositary shares.

CHARGES OF A DEPOSITARY

We will pay all transfer and other taxes and governmental charges arising
solely from the existence of a deposit agreement. In addition, we will pay the
fees and expenses of a depositary in connection with the initial deposit of the
preferred stock and any redemption of preferred stock. However, holders of
depositary receipts will pay any transfer or other governmental charges and the
fees and expenses of a depositary for any duties the holders request to be
performed that are outside of those expressly provided for in the applicable
deposit agreement.

RESIGNATION AND REMOVAL OF A DEPOSITARY

A depositary may resign at any time by delivering to us notice of its
election to do so. In addition, we may at any time remove a depositary. Any
resignation or removal will take effect when we appoint a successor depositary
and it accepts the appointment. We must appoint a successor depositary within 60
days after delivery of the notice of resignation or removal. A depositary must
be a bank or trust company having its principal office in the United States that
has a combined capital and surplus of at least $50 million.

MISCELLANEOUS

A depositary will be required to forward to holders of depositary receipts
any reports and communications from us that it receives with respect to the
related shares of preferred stock. Holders of depository receipts will be able
to inspect the transfer books of the depository and the list of holders of
receipts upon reasonable notice. Neither a depositary nor our company will be
liable if it is prevented from or delayed in performing its obligations under a
deposit agreement by law or any circumstances beyond its control. Our
obligations and those of the depositary under a deposit agreement will be
limited to performing duties in good faith and without gross negligence or
willful misconduct.

Neither we nor any depositary will be obligated to prosecute or defend any
legal proceeding in respect of any depositary receipts, depositary shares or
related shares of preferred stock unless satisfactory indemnity is furnished. We
and each depositary will be permitted to rely on written advice of counsel or
accountants, on information provided by persons presenting shares of preferred
stock for deposit, by holders of depositary receipts, or by other persons
believed in good faith to be competent to give the information, and on documents
believed in good faith to be genuine and signed by a proper party.

If a depositary receives conflicting claims, requests or instructions from
any holder of depositary receipts, on the one hand, and us, on the other hand,
the depositary shall be entitled to act on the claims, requests or instructions
received from us.

DESCRIPTION OF WARRANTS

This section describes the general terms and provisions of the warrants.
The applicable prospectus supplement will describe the specific terms of the
warrants offered through that prospectus supplement and any general terms
outlined in this section that will not apply to those warrants.

We have summarized in this section certain terms and provisions of the
warrant agreement and the warrants. The summary is not complete. You should read
the forms of warrant and warrant agreement that we will file with the SEC at or
before the time of the offering of the applicable series of warrants for
additional information before you buy any warrants.

We may issue, together with any other securities being offered or
separately, warrants entitling the holder to purchase from or sell to us, or to
receive from us the cash value of the right to purchase or sell, debt
securities, preferred stock, depositary shares or common stock. We and a warrant
agent will enter a warrant agreement pursuant to which the warrants will be
issued. The warrant agent will act solely as our agent in connection with the
warrants and will not assume any obligation or relationship of agency or trust
for or with any holders or beneficial owners of warrants.

In the case of each series of warrants, the applicable prospectus
supplement will describe the terms of the warrants being offered thereby. These
include the following, if applicable:

- the offering price;

- the number of warrants offered;

- the securities underlying the warrants;

- the exercise price, the procedures for exercise of the warrants and the
circumstances, if any, that will cause the warrants to be automatically
exercised;

- the date on which the warrants will expire;

- federal income tax consequences;

- the rights, if any, we have to redeem the warrants;

- the name of the warrant agent; and

- the other terms of the warrants.

Warrants may be exercised at the appropriate office of the warrant agent or
any other office indicated in the applicable prospectus supplement. Before the
exercise of warrants, holders will not have any of the rights of holders of the
securities underlying the warrants and will not be entitled to payments made to
holders of those securities.

The warrant agreements may be amended or supplemented without the consent
of the holders of the warrants to which the amendment or supplement applies to
effect changes that are not inconsistent with the provisions of the warrants and
that do not adversely affect the interests of the holders of the warrants.
However, any amendment that materially and adversely alters the rights of the
holders of warrants will not be effective unless the holders of at least a
majority of the applicable warrants then outstanding approve the amendment.
Every holder of an outstanding warrant at the time any amendment becomes
effective, by continuing to hold the warrant, will be bound by the applicable
warrant agreement, as amended thereby. The prospectus supplement applicable to a
particular series of warrants may provide that certain provisions of the
warrants, including the securities for which they may be exercisable, the
exercise price, and the expiration date may not be altered without the consent
of the holder of each warrant.

DESCRIPTION OF UNITS

We may, from time to time, issue units comprised of one or more of the
other securities that may be offered under this prospectus, in any combination.
Each unit will be issued so that the holder of the unit is also the holder of
each security included in the unit. Thus, the holder of a unit will have the
rights and obligations of a holder of each included security. The unit agreement
under which a unit is issued may provide that the securities included in the
unit may not be held or transferred separately at any time, or at any time
before a specified date.

Any applicable prospectus supplement will describe:

- the material terms of the units and of the securities comprising the
units, including whether and under what circumstances those securities
may be held or transferred separately;

- any material provisions relating to the issuance, payment, settlement,
transfer or exchange of the units or of the securities comprising the
units;

- any special United States federal income tax considerations applicable to
the units; and

- any material provisions of the governing unit agreement that differ from
those described above.

RESTRICTIONS ON TRANSFER OF SECURITIES

For us to qualify as a real estate investment trust, not more than 50% in
value of our outstanding capital stock may be owned, directly or indirectly, by
five or fewer individuals at any time during the last half of our taxable year.
In order to ensure that this requirement is satisfied, our by-laws (with respect
to our common stock), and our certificates of designation (for our preferred
stock) provide that no person may acquire securities that would result in the
direct or indirect beneficial ownership of more than 9.8% in value of our
outstanding capital stock by such person. If any securities in excess of this
26

limit are issued or transferred to any person, such issuance or transfer shall
be valid only with respect to such amount of securities as does not exceed this
limit, and such issuance or transfer will be void with respect to the excess.

If these provisions of our by-laws and certificates of designation are
determined to be invalid by virtue of any legal decision, statute, rule or
regulation, then the transferee of the shares or other securities will be deemed
to have acted as our agent in acquiring the shares or other securities that are
in excess of the limit, and will be deemed to hold such excess shares or
securities on our behalf. As the equivalent of treasury securities for such
purposes, the excess securities will not be entitled to any voting rights, will
not be considered to be outstanding for quorum or voting purposes, and will not
be entitled to receive dividends, interest or any other distribution with
respect to such securities. Any person who receives dividends, interest or any
other distribution in respect of the excess securities will hold the same as our
agent and for the transferee of the excess securities following a permitted
transfer.

In addition, under our by-laws and certificates of designation, we may
refuse to transfer any shares, passing either by voluntary transfer, by
operation of law, or under the last will and testament of any stockholder, if
such transfer would or might, in the opinion of our board of directors or
counsel, disqualify us as a real estate investment trust.

DESCRIPTION OF CERTAIN PROVISIONS OF OUR CERTIFICATE OF
INCORPORATION AND BY-LAWS

ANTI-TAKEOVER PROVISIONS

Our amended certificate of incorporation and by-laws contain provisions
that may have the effect of discouraging persons from acquiring large blocks of
our stock or delaying or preventing a change in our control. The material
provisions that may have such an effect are:

- Classification of our board of directors into three classes with the term
of only one class expiring each year.

- A provision permitting our board of directors to make, amend or repeal
our by-laws.

- Authorization for our board of directors to issue preferred stock in
series and to fix the rights and preferences of the series, including,
among other things, whether and to what extent the shares of any series
will have voting rights and the extent of the preferences of the shares
of any series with respect to dividends and other matters (see
"Description of Our Preferred Stock" above).

- A prohibition on shareholders taking action by written consent in lieu of
a meeting.

- Advance notice procedures with respect to nominations of directors by
stockholders.

- The grant only to our board of directors of the right to call special
meetings of stockholders.

- Limitations on the number of shares of our capital stock that may be
beneficially owned, directly or indirectly, by any one stockholder (see
"Restrictions on Transfer of Securities" above).

- Limitations on transactions that involve us and any stockholder who
beneficially owns 5% or more of our common stock (see "Limitations on
Transactions Involving Us and Our Shareholders" below).

- A provision permitting amendment of certain of the provisions listed
above only by an affirmative vote of the holders of at least
three-quarters of all of the outstanding shares of our voting stock,
voting together as a single class.

LIMITATIONS ON TRANSACTIONS INVOLVING US AND OUR STOCKHOLDERS

Under our by-laws, in addition to any vote otherwise required by law, our
certificate of incorporation or our by-laws, the following transactions will
require the affirmative vote of the holders of at least
27

seventy-five percent of the voting power of our then outstanding shares of
capital stock entitled to vote generally in the election of directors, voting
together as a single class:

- Our merger or consolidation with or into

- any stockholder that owns 5% or more of our voting stock; or

- any other corporation or entity which is, or after such merger or
consolidation would be, an affiliate of a stockholder that owns 5% or
more of our voting stock.

- Any sale, lease, exchange, mortgage, pledge, transfer or other
disposition of substantially all of our assets, in one transaction or a
series of transactions, to or with any stockholder that owns 5% or more
of our voting stock or an affiliate of any such stockholder.

- Any reclassification of our securities, including any reverse stock
split, or recapitalization or any other transaction that has the effect,
directly or indirectly, of increasing the proportionate share of the
outstanding shares of any class of our equity securities that is directly
or indirectly owned by any stockholder that owns 5% or more of our voting
stock or any affiliate of such a stockholder, whether or not the
transaction involves a such a stockholder.

- The adoption of any plan or proposal for our liquidation or dissolution
proposed by or on behalf of a stockholder that owns 5% or more of our
voting stock or any affiliate of such a stockholder.

These provisions will not apply to any of the transactions described above
if:

- we are at the time of the consummation of the transaction, and at all
times throughout the preceding twelve months have been, directly or
indirectly, the beneficial owner of a majority of each class of the
outstanding equity securities of the 5% stockholder that is a party to
the transaction; or

- the transaction has been approved by a majority of the members of our
board of directors who, at the time such approval is given, were not
affiliates or nominees of the 5% stockholder and were either members of
our board of directors prior to the time that the 5% stockholder became a
5% stockholder, or were successors of such directors on the
recommendation of a majority of such directors then on the board of
directors; or

- both of the following conditions have been met:

- the aggregate amount of the cash and the fair market value, as
determined in good faith by our board of directors, of the consideration
other than cash to be received per share by holders of our voting stock
in such transaction shall be at least equal to the highest per share
price paid by the 5% stockholder for any shares of voting stock acquired
by it:

- within the two-year period immediately prior to the first public
announcement of the proposal of the transaction, or

- in the transaction in which it became a 5% stockholder, whichever is
higher; and

- the consideration to be received by holders of a particular class of
outstanding voting stock shall be in cash or in the same form as the 5%
stockholder previously paid for shares of such voting stock. If the 5%
stockholder paid for shares of any class of voting stock with varying
forms of consideration, the form of consideration to be paid by the 5%
stockholder for such class of voting stock shall be either cash or the
form used to acquire the largest number of shares of such class of
voting stock previously acquired by the stockholder.

The foregoing summary of certain provisions of our amended certificate of
incorporation and by-laws does not purport to be complete or to give effect to
provisions of statutory or common law. The foregoing summary is subject to, and
qualified in its entirety by reference to, the provisions of applicable law and
our amended certificate of incorporation and by-laws, copies of which are
incorporated by reference as exhibits to the registration statement of which
this prospectus is a part.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following summary of the taxation of the Company and the material
federal tax consequences to you as a holder of our common stock and debt
securities offered under this prospectus is for general information only and is
not tax advice. The applicable prospectus supplement delivered with this
prospectus will provide any necessary information about additional federal
income tax considerations, if any, related to the particular securities being
offered. The tax treatment of our securities will depend on the holder's
particular situation, and this summary only applies to you to the extent that
you hold our securities as capital assets. This discussion does not deal with
special tax situations such as insurance companies, financial institutions or
broker-dealers.

This summary does not discuss all of the aspects of U.S. federal income
taxation that may be relevant to you in light of your particular investment or
other circumstances. In addition, this summary does not discuss any state or
local income taxation or foreign income taxation or other tax consequences. This
summary is based on current U.S. federal income tax law. Subsequent developments
in U.S. federal income tax law, including changes in law or differing
interpretations, which may be applied retroactively, could have a material
effect on the U.S. federal income tax consequences of purchasing, owning and
disposing of our securities as set forth in this summary. Before you purchase
our securities, you should consult your own tax advisor regarding the particular
U.S. federal, state, local, foreign and other tax consequences of acquiring,
owning, and selling of our securities.

U.S. FEDERAL INCOME TAXATION OF THE COMPANY AS A REIT

GENERAL

We elected to be taxed as a real estate investment trust (or REIT)
commencing with our first taxable year. We intend to continue to operate in such
a manner as to qualify as a REIT, but there is no guarantee that we will qualify
or remain qualified as a REIT for subsequent years. Qualification and taxation
as a REIT depends upon our ability to meet a variety of qualification tests
imposed under federal income tax law with respect to our income, assets,
distribution level and diversity of share ownership as discussed below under
"-- Qualification as a REIT." However, there can be no assurance that we will be
owned and organized and will operate in a manner so as to qualify or remain
qualified.

In any year in which we qualify as a REIT, in general, we will not be
subject to federal income tax on that portion of our REIT taxable income or
capital gain that is distributed to stockholders. We may, however, be subject to
tax at normal corporate rates on any taxable income or capital gain not
distributed. If we elect to retain and pay income tax on our net long-term
capital gain, stockholders are required to include their proportionate share of
our undistributed long-term capital gain in income, but they will receive a
refundable credit for their share of any taxes paid by us on such gain.

Despite the REIT election, we may be subject to federal income and excise
tax as follows:

- To the extent that we do not distribute all of our net capital gain or
distribute at least 90%, but less than 100%, of our "REIT taxable
income," as adjusted, we will be subject to tax on the undistributed
amount at regular corporate tax rates;

- We may be subject to the "alternative minimum tax" on certain items of
tax preference to the extent that this tax exceeds our regular tax;

- If we have net income from the sale or other disposition of "foreclosure
property" that is held primarily for sale to customers in the ordinary
course of business or other non-qualifying income from foreclosure
property, we will be subject to tax at the highest corporate rate on this
income;

- Any net income from prohibited transactions (which are, in general, sales
or other dispositions of property held primarily for sale to customers in
the ordinary course of business, other than dispositions of foreclosure
property and dispositions of property due to an involuntary conversion)
will be subject to a 100% tax;

- If we fail to satisfy either the 75% or 95% gross income tests (as
discussed below), but nonetheless maintain our qualification as a REIT
because certain other requirements are met, we will be subject to a 100%
tax on an amount equal to (1) the gross income attributable to the
greater of the amounts by which we failed the 75% or 95% test, multiplied
by (2) a fraction intended to reflect our profitability;

- If we fail to distribute during each year at least the sum of (1) 85% of
our REIT ordinary income for the year, (2) 95% of our REIT capital gain
net income for the year (other than capital gain that we elect to retain
and pay tax on) and (3) any undistributed taxable income from preceding
periods, we will be subject to a 4% excise tax on the excess of the
required distribution over amounts actually distributed; and

- We will also be subject to a tax of 100% on the amount of any rents from
real property, deductions or excess interest paid to us by any of our
"taxable REIT subsidiaries" that would be reduced through reapportionment
under certain federal income tax principles in order to more clearly
reflect income of the taxable REIT subsidiary. See "-- Other Tax
Considerations-Investments in Taxable REIT Subsidiaries."

If we acquire any assets from a corporation which is or has been a "C"
corporation in a carryover basis transaction, we could be liable for specified
liabilities that are inherited from the "C" corporation. A "C" corporation is
generally defined as a corporation that is required to pay full corporate level
federal income tax. If we recognize gain on the disposition of the assets during
the 10-year period beginning on the date on which the assets were acquired by
us, then to the extent of the assets' "built-in gain" (i.e., the excess of the
fair market value of the asset over the adjusted tax basis in the asset, in each
case determined as of the beginning of the 10-year period), we will be subject
to tax on the gain at the highest regular corporate rate applicable. The results
described in this paragraph with respect to the recognition of built-in gain
assume that the built-in gain assets, at the time the built-in gain assets were
subject to a conversion transaction (either where a "C" corporation elected REIT
status or a REIT acquired the assets from a "C" corporation), were not treated
as sold to an unrelated party and gain recognized.

QUALIFICATION AS A REIT

A REIT is defined as a corporation, trust or association:

(1) which is managed by one or more trustees or directors;

(2) the beneficial ownership of which is evidenced by transferable shares
or by transferable certificates of beneficial interest;

(3) which would be taxable as a domestic corporation but for the federal
income tax law relating to REITs;

(4) which is neither a financial institution nor an insurance company;

(5) the beneficial ownership of which is held by 100 or more persons in
each taxable year of the REIT except for its first taxable year;

(6) not more than 50% in value of the outstanding stock of which is owned
during the last half of each taxable year, excluding its first taxable
year, directly or indirectly, by or for five or fewer individuals
(which includes certain entities) (the "Five or Fewer Requirement");
and

(7) which meets certain income and asset tests described below.

Conditions (1) to (4), inclusive, must be met during the entire taxable
year and condition (5) must be met during at least 335 days of a taxable year of
12 months or during a proportionate part of a taxable year of less than 12
months. For purposes of conditions (5) and (6), pension funds and certain other
tax-exempt entities are treated as individuals, subject to a "look-through"
exception in the case of condition (6).
30

Based on publicly available information, we believe we have satisfied the
share ownership requirements set forth in (5) and (6) above. In addition,
Article VI of our Amended and Restated By-Laws provides for restrictions
regarding ownership and transfer of shares. These restrictions are intended to
assist us in continuing to satisfy the share ownership requirements described in
(5) and (6) above. These restrictions, however, may not ensure that we will, in
all cases, be able to satisfy the share ownership requirements described in (5)
and (6) above.

We have complied with, and will continue to comply with, regulatory rules
to send annual letters to certain of our stockholders requesting information
regarding the actual ownership of our stock. If despite sending the annual
letters, we do not know, or after exercising reasonable diligence would not have
known, whether we failed to meet the Five or Fewer Requirement, we will be
treated as having met the Five or Fewer Requirement. If we fail to comply with
these regulatory rules, we will be subject to a monetary penalty. If our failure
to comply was due to intentional disregard of the requirement, the penalty would
be increased. However, if our failure to comply was due to reasonable cause and
not willful neglect, no penalty would be imposed.

We may own a number of properties through wholly owned subsidiaries. A
corporation will qualify as a "qualified REIT subsidiary" if 100% of its stock
is owned by a REIT and the REIT does not elect to treat the subsidiary as a
taxable REIT subsidiary. A "qualified REIT subsidiary" will not be treated as a
separate corporation, and all assets, liabilities and items of income,
deductions and credits of a "qualified REIT subsidiary" will be treated as
assets, liabilities and items (as the case may be) of the REIT. A "qualified
REIT subsidiary" is not subject to federal income tax, and our ownership of the
voting stock of a qualified REIT subsidiary will not violate the restrictions
against ownership of securities of any one issuer which constitute more than 10%
of the value or total voting power of the issuer or more than 5% of the value of
our total assets, as described below under "-- Asset Tests."

If we invest in a partnership, a limited liability company or a trust taxed
as a partnership or as a disregarded entity, we will be deemed to own a
proportionate share of the partnership's, limited liability company's or trust's
assets. Likewise, we will be treated as receiving our share of the income and
loss of the partnership, limited liability company or trust, and the gross
income will retain the same character in our hands as it has in the hands of the
partnership, limited liability company or trust. These "look-through" rules
apply for purposes of the income tests and assets tests described below.

Income Tests. There are two separate percentage tests relating to our
sources of gross income that we must satisfy for each taxable year.

- At least 75% of our gross income (excluding gross income from certain
sales of property held primarily for sale) must be directly or indirectly
derived each taxable year from "rents from real property," other income
from investments relating to real property or mortgages on real property
or certain income from qualified temporary investments.

- At least 95% of our gross income (excluding gross income from certain
sales of property held primarily for sale) must be directly or indirectly
derived each taxable year from any of the sources qualifying for the 75%
test and from dividends (including dividends from taxable REIT
subsidiaries), interest, gain from the sale or disposition of stock
securities and payments to us under an interest rate swap, cap agreement,
option, futures contract, forward rate agreement or any similar financial
instrument entered into by us to hedge indebtedness incurred or to be
incurred.

Rents received by us will qualify as "rents from real property" for
purposes of satisfying the gross income tests for a REIT only if several
conditions are met:

- The amount of rent must not be based in whole or in part on the income or
profits of any person, although rents generally will not be excluded
merely because they are based on a fixed percentage or percentages of
receipts or sales.

- Rents received from a tenant will not qualify as rents from real property
if the REIT, or an owner of 10% or more of the REIT, also directly or
constructively owns 10% or more of the tenant, unless the tenant is our
taxable REIT subsidiary and certain other requirements are met with
respect to the real property being rented.

- If rent attributable to personal property leased in connection with a
lease of real property is greater than 15% of the total rent received
under the lease, then the portion of rent attributable to the personal
property will not qualify as "rents from real property."

- For rents to qualify as rents from real property, we generally must not
furnish or render services to tenants, other than through a taxable REIT
subsidiary or an "independent contractor" from whom we derive no income,
except that we may directly provide services that are "usually or
customarily rendered" in the geographic area in which the property is
located in connection with the rental of real property for occupancy
only, or are not otherwise considered "rendered to the occupant for his
convenience."

For taxable years beginning after August 5, 1997, a REIT has been permitted
to render a de minimis amount of impermissible services to tenants and still
treat amounts received with respect to that property as rent from real property.
The amount received or accrued by the REIT during the taxable year for the
impermissible services with respect to a property may not exceed 1% of all
amounts received or accrued by the REIT directly or indirectly from the
property. The amount received for any service or management operation for this
purpose shall be deemed to be not less than 150% of the direct cost of the REIT
in furnishing or rendering the service or providing the management or operation.
Furthermore, impermissible services may be furnished to tenants by a taxable
REIT subsidiary subject to certain conditions, and we may still treat rents
received with respect to the property as rent from real property.

The term "interest" generally does not include any amount if the
determination of the amount depends in whole or in part on the income or profits
of any person, although an amount generally will not be excluded from the term
"interest" solely by reason of being based on a fixed percentage of receipts or
sales.

If we fail to satisfy one or both of the 75% or 95% gross income tests for
any taxable year, we may nevertheless qualify as a REIT for the year if we are
eligible for relief. These relief provisions will be generally available if:

- Our failure to meet the tests was due to reasonable cause and not due to
willful neglect,

- We attach a schedule of the sources of our income to our return; and

- Any incorrect information on the schedule was not due to fraud with
intent to evade tax.

It is not now possible to determine the circumstances under which we may be
entitled to the benefit of these relief provisions. If these relief provisions
apply, a 100% tax is imposed on an amount equal to (a) the gross income
attributable to the greater of the amount by which we failed the 75% or 95%
test, multiplied by (b) a fraction intended to reflect our profitability.

Asset Tests. At the close of each quarter of our taxable year, we must
also satisfy several tests relating to the nature and diversification of our
assets determined in accordance with generally accepted accounting principles.
At least 75% of the value of our total assets must be represented by real estate
assets, cash, cash items (including receivables arising in the ordinary course
of our operation), government securities and qualified temporary investments.
Although the remaining 25% of our assets generally may be invested without
restriction, we are prohibited from owning securities representing more than 10%
of either the vote or value of the outstanding securities of any issuer other
than a qualified REIT subsidiary, another REIT or a taxable REIT subsidiary (the
"10% vote and value test"). Further, no more than 20% of the total assets may be
represented by securities of one or more taxable REIT subsidiaries and no more
than 5% of the value of our total assets may be represented by securities of any
non-governmental issuer other than a qualified REIT subsidiary, another REIT or
a
32

taxable REIT subsidiary. Each of the 10% vote and value test and the 20% and 5%
asset tests must be satisfied at the end of any quarter. There are special rules
which provide relief if the value related tests are not satisfied due to changes
in the value of the assets of a REIT.

Investments in Taxable REIT Subsidiaries. For taxable years beginning
after December 31, 2000, REITs may own more than 10% of the voting power and
value of securities in taxable REIT subsidiaries. We and any taxable corporate
entity in which we own an interest are allowed to jointly elect to treat the
entity as a "taxable REIT subsidiary."

One of our subsidiaries has elected to be treated as a taxable REIT
subsidiary. Taxable REIT subsidiaries are subject to full corporate level
federal taxation on their earnings but are permitted to engage in certain types
of activities which cannot be performed directly by REITs without jeopardizing
their REIT status. Our taxable REIT subsidiary will attempt to minimize the
amount of these taxes, but there can be no assurance whether or the extent to
which measures taken to minimize taxes will be successful. To the extent our
taxable REIT subsidiary is required to pay federal, state or local taxes, the
cash available for distribution as dividends to us from our taxable REIT
subsidiary will be reduced.

The amount of interest on related-party debt that a taxable REIT subsidiary
may deduct is limited. Further, a 100% tax applies to any interest payments by a
taxable REIT subsidiary to its affiliated REIT to the extent the interest rate
is not commercially reasonable. A taxable REIT subsidiary is permitted to deduct
interest payments to unrelated parties without any of these restrictions.

The Internal Revenue Service may reallocate costs between a REIT and its
taxable REIT subsidiary where there is a lack of arms'-length dealing between
the parties. Any deductible expenses allocated away from a taxable REIT
subsidiary would increase its tax liability. Further, any amount by which a REIT
understates its deductions and overstates those of its taxable REIT subsidiary
will, subject to certain exceptions, be subject to a 100% tax. Additional
taxable REIT subsidiary elections may be made in the future for additional
entities in which we own an interest.

Annual Distribution Requirements. In order to avoid being taxed as a
regular corporation, we are required to make distributions (other than capital
gain distributions) to our stockholders which qualify for the dividends paid
deduction in an amount at least equal to (A) the sum of (i) 90% of our "REIT
taxable income" (computed without regard to the dividends paid deduction and our
net capital gain) and (ii) 90% of the after-tax net income, if any, from
foreclosure property, minus (B) a portion of certain items of non-cash income.
These distributions must be paid in the taxable year to which they relate, or in
the following taxable year if declared before we timely file our tax return for
that year and if paid on or before the first regular distribution payment after
the declaration. The amount distributed must not be preferential. This means
that every stockholder of the class of stock to which a distribution is made
must be treated the same as every other stockholder of that class, and no class
of stock may be treated otherwise than in accordance with its dividend rights as
a class. To the extent that we do not distribute all of our net capital gain or
distribute at least 90%, but less than 100%, of our "REIT taxable income," as
adjusted, we will be subject to tax on the undistributed amount at regular
corporate tax rates. Finally, as discussed above, we may be subject to an excise
tax if we fail to meet certain other distribution requirements. We intend to
make timely distributions sufficient to satisfy these annual distribution
requirements.

It is possible that, from time to time, we may not have sufficient cash or
other liquid assets to meet the 90% distribution requirement, or to distribute
the greater amount as may be necessary to avoid income and excise taxation, due
to, among other things, (a) timing differences between (i) the actual receipt of
income and actual payment of deductible expenses and (ii) the inclusion of
income and deduction of expenses in arriving at our taxable income, or (b) the
payment of severance benefits that may not be deductible to us. In the event
that timing differences occur, we may find it necessary to arrange for
borrowings or, if possible, pay dividends in the form of taxable stock dividends
in order to meet the distribution requirement.

Under certain circumstances, in the event of a deficiency determined by the
Internal Revenue Service, we may be able to rectify a resulting failure to meet
the distribution requirement for a year by paying "deficiency dividends" to
stockholders in a later year, which may be included in our deduction for
distributions paid for the earlier year. Thus, we may be able to avoid being
taxed on amounts distributed as deficiency distributions; however, we will be
required to pay applicable penalties and interest based upon the amount of any
deduction taken for deficiency distributions.

FAILURE TO QUALIFY AS A REIT

If we fail to qualify for taxation as a REIT in any taxable year, we will
be subject to federal income tax, including any applicable alternative minimum
tax, on our taxable income at regular corporate rates. Distributions to
stockholders in any year in which we fail to qualify as a REIT will not be
deductible nor will any particular amount of distributions be required to be
made in any year. All distributions to stockholders will be taxable as ordinary
income to the extent of current and accumulated earnings and profits allocable
to these distributions and, subject to certain limitations, will be eligible for
the dividends received deduction for corporate stockholders. Unless entitled to
relief under specific statutory provisions, we also will be disqualified from
taxation as a REIT for the four taxable years following the year during which
qualification was lost. It is not possible to state whether in all circumstances
we would be entitled to statutory relief. Failure to qualify for even one year
could result in our need to incur indebtedness or liquidate investments in order
to pay potentially significant resulting tax liabilities.

U.S. FEDERAL INCOME TAXATION OF HOLDERS OF OUR STOCK

TREATMENT OF TAXABLE U.S. STOCKHOLDERS

The following summary applies to you only if you are a "U.S. stockholder."
A "U.S. stockholder" is a stockholder of shares of stock who, for United States
federal income tax purposes, is:

- a citizen or resident of the United States;

- a corporation, partnership or other entity created or organized in or
under the laws of the United States or of any state or in the District of
Columbia, unless, in the case of a partnership, Treasury Regulations
provide otherwise;

- an estate the income of which is subject to United States federal income
taxation regardless of its source; or

- a trust whose administration is subject to the primary supervision of a
United States court and which has one or more United States persons who
have the authority to control all substantial decisions of the trust.

So long as we qualify for taxation as a REIT, distributions on shares of
our stock made out of the current or accumulated earnings and profits allocable
to these distributions (and not designated as capital gain dividends) will be
includable as ordinary income for federal income tax purposes. None of these
distributions will be eligible for the dividends received deduction for U.S.
corporate stockholders.

On May 28, 2003, the President signed into law the Jobs and Growth Tax
Relief Reconciliation Act of 2003. The Jobs and Growth Tax Relief Reconciliation
Act of 2003 will reduce the maximum marginal rate of tax payable by individuals
on dividends received from corporations that are subject to a corporate level of
tax. Except in limited circumstances, this reduced tax rate will not apply to
dividends paid to you by us on our shares, because generally we are not subject
to federal income tax on the portion of our REIT taxable income or capital gains
distributed to our stockholders. The reduced maximum federal income tax rate
will apply to that portion, if any, of dividends received by you with respect to
our shares that are attributable to either (1) dividends received by us from
non-REIT corporations or other taxable REIT subsidiaries, or (2) income from the
prior year with respect to which we were required to pay federal corporate
income tax during the prior year (if, for example, we did not distribute 100% of
our REIT taxable income for the prior year).

Distributions that are designated as capital gain dividends will be taxed
as long-term capital gains (to the extent they do not exceed our actual net
capital gain for the taxable year), without regard to the period for which you
held our stock. However, if you are a corporation, you may be required to treat
a portion of some capital gain dividends as ordinary income.

If we elect to retain and pay income tax on any net long-term capital gain,
you would include in income, as long-term capital gain, your proportionate share
of this net long-term capital gain. You would also receive a refundable tax
credit for your proportionate share of the tax paid by us on these retained
capital gains and you would have an increase in the basis of your shares of our
stock in an amount equal to your includable capital gains less your share of the
tax deemed paid.

You may not include in your federal income tax return any of our net
operating losses or capital losses. Federal income tax rules may also require
that certain minimum tax adjustments and preferences be apportioned to you. In
addition, any distribution declared by us in October, November or December of
any year on a specified date in any such month shall be treated as both paid by
us and received by you on December 31 of that year, provided that the
distribution is actually paid by us no later than January 31 of the following
year.

We will be treated as having sufficient earnings and profits to treat as a
dividend any distribution up to the amount required to be distributed in order
to avoid imposition of the 4% excise tax discussed under "-- General" and
"-- Qualification as a REIT -- Annual Distribution Requirements" above. As a
result, you may be required to treat as taxable dividends certain distributions
that would otherwise result in a tax-free return of capital. Moreover, any
"deficiency dividend" will be treated as a dividend (an ordinary dividend or a
capital gain dividend, as the case may be), regardless of our earnings and
profits. Any other distributions in excess of current or accumulated earnings
and profits will not be taxable to you to the extent these distributions do not
exceed the adjusted tax basis of your shares of our stock. You will be required
to reduce the tax basis of your shares of our stock by the amount of these
distributions until the basis has been reduced to zero, after which these
distributions will be taxable as capital gain, if the shares of our stock are
held as a capital asset. The tax basis as so reduced will be used in computing
the capital gain or loss, if any, realized upon sale of the shares of our stock.
Any loss upon a sale or exchange of shares of our stock which were held for six
months or less (after application of certain holding period rules) will
generally be treated as a long-term capital loss to the extent you previously
received capital gain distributions with respect to these shares of our stock.

Upon the sale or exchange of any shares of our stock to or with a person
other than us or a sale or exchange of all shares of our stock (whether actually
or constructively owned) with us, you will generally recognize capital gain or
loss equal to the difference between the amount realized on the sale or exchange
and your adjusted tax basis in these shares of our stock. This gain will be
capital gain if you held these shares of our stock as a capital asset.

If we redeem any of your shares in us, the treatment can only be determined
on the basis of particular facts at the time of redemption. In general, you will
recognize gain or loss (as opposed to dividend income) equal to the difference
between the amount received by you in the redemption and your adjusted tax basis
in your shares redeemed if such redemption results in a "complete termination"
of your interest in all classes of our equity securities, is a "substantially
disproportionate redemption" or is "not essentially equivalent to a dividend"
with respect to you. In applying these tests, there must be taken into account
your ownership of all classes of our equity securities (e.g., common stock,
preferred stock, depositary shares and warrants). You also must take into
account any equity securities that are considered to be constructively owned by
you.

If, as a result of a redemption by us of your shares, you no longer own
(either actually or constructively) any of our equity securities or only own
(actually and constructively) an insubstantial percentage of our equity
securities, then it is probable that the redemption of your shares would be
considered "not essentially equivalent to a dividend" and, thus, would result in
gain or loss to you. However, whether a distribution is "not essentially
equivalent to a dividend" depends on all of the facts

and circumstances, and if you rely on any of these tests at the time of
redemption, you should consult your tax advisor to determine their application
to the particular situation.

Generally, if the redemption does not meet the tests described above, then
the proceeds received by you from the redemption of your shares will be treated
as a distribution taxable as a dividend to the extent of the allocable portion
of current or accumulated earnings and profits. If the redemption is taxed as a
dividend, your adjusted tax basis in the redeemed shares will be transferred to
any other shareholdings in us that you own. If you own no other shareholdings in
us, under certain circumstances, such basis may be transferred to a related
person, or it may be lost entirely.

Gain from the sale or exchange of our shares held for more than one year is
taxed at a maximum long-term capital gain rate, which is currently 15% (prior to
the effective date of the Jobs and Growth Tax Relief Reconciliation Act of 2003,
described above, the maximum long-term capital gain rate was 20%). Pursuant to
Internal Revenue Service guidance, we may classify portions of our capital gain
dividends as gains eligible for the long-term capital gains rate or as gain
taxable to individual stockholders at a maximum rate of 25%.

TREATMENT OF TAX-EXEMPT U.S. STOCKHOLDERS

Tax-exempt entities, including qualified employee pension and profit
sharing trusts and individual retirement accounts ("Exempt Organizations"),
generally are exempt from federal income taxation. However, they are subject to
taxation on their unrelated business taxable income ("UBTI"). The Internal
Revenue Service has issued a published revenue ruling that dividend
distributions from a REIT to an exempt employee pension trust do not constitute
UBTI, provided that the shares of the REIT are not otherwise used in an
unrelated trade or business of the exempt employee pension trust. Based on this
ruling, amounts distributed by us to Exempt Organizations generally should not
constitute UBTI. However, if an Exempt Organization finances its acquisition of
the shares of our stock with debt, a portion of its income from us will
constitute UBTI pursuant to the "debt financed property" rules. Likewise, a
portion of the Exempt Organization's income from us would constitute UBTI if we
held a residual interest in a real estate mortgage investment conduit.

In addition, in certain circumstances, a pension trust that owns more than
10% of our stock is required to treat a percentage of our dividends as UBTI.
This rule applies to a pension trust holding more than 10% of our stock only if
(i) the percentage of our income that is UBTI (determined as if we were a
pension trust) is at least 5%, (ii) we qualify as a REIT by reason of the
modification of the Five or Fewer Requirement that allows beneficiaries of the
pension trust to be treated as holding shares in proportion to their actuarial
interests in the pension trust, and (iii) either (a) one pension trust owns more
than 25% of the value of our stock or (b) a group of pension trusts individually
holding more than 10% of the value of our stock collectively own more than 50%
of the value of our stock.

BACKUP WITHHOLDING AND INFORMATION REPORTING

Under certain circumstances, you may be subject to backup withholding at
applicable rates on payments made with respect to, or cash proceeds of a sale or
exchange of, shares of our stock. Backup withholding will apply only if you:

- fail to furnish your taxpayer identification number ("TIN") to the person
required to withhold;

- furnish an incorrect TIN;

- are notified by the Internal Revenue Service that you have failed to
properly report payments of interest and dividends; or

- under certain circumstances, fail to certify, under penalty of perjury,
that you have furnished a correct TIN and have not been notified by the
Internal Revenue Service that you are subject to backup withholding for
failure to report interest and dividend payments.

Backup withholding will not apply with respect to payments made to certain
exempt recipients, such as corporations and tax-exempt organizations. You should
consult with a tax advisor regarding qualification for exemption from backup
withholding, and the procedure for obtaining an exemption. Backup withholding is
not an additional tax. Rather, the amount of any backup withholding with respect
to payment to a stockholder will be allowed as a credit against the
stockholder's United States federal income tax liability and may entitle the
stockholder to a refund, provided that the required information is provided to
the Internal Revenue Service. In addition, withholding a portion of capital gain
distributions made to stockholders may be required for stockholders who fail to
certify their non-foreign status.

TAXATION OF FOREIGN STOCKHOLDERS

The following summary applies to you only if you are a foreign person. The
federal taxation of foreign persons is a highly complex matter that may be
affected by many considerations.

Distributions to you of cash generated by our real estate operations, but
not by the sale or exchange of our capital assets, generally will be subject to
U.S. withholding tax at a rate of 30%, unless an applicable tax treaty reduces
that tax and you file with us the required form evidencing the lower rate.

In general, you will be subject to United States federal income tax on a
graduated rate basis rather than withholding with respect to your investment in
our stock if the investment is "effectively connected" with your conduct of a
trade or business in the United States. A corporate foreign stockholder that
receives income that is, or is treated as, effectively connected with a United
States trade or business may also be subject to the branch profits tax, which is
payable in addition to regular United States corporate income tax. The following
discussion will apply to foreign stockholders whose investment in us is not so
effectively connected. We expect to withhold United States income tax, as
described below, on the gross amount of any distributions paid to you unless (i)
you file an Internal Revenue Service Form W-8ECI with us claiming that the
distribution is "effectively connected" or (ii) certain other exceptions apply.

Distributions by us that are attributable to gain from the sale or exchange
of a United States real property interest will be taxed to you under the Foreign
Investment in Real Property Tax Act of 1980 ("FIRPTA") as if these distributions
were gains "effectively connected" with a United States trade or business.
Accordingly, you will be taxed at the normal capital gain rates applicable to a
U.S. stockholder on these amounts, subject to any applicable alternative minimum
tax and a special alternative minimum tax in the case of nonresident alien
individuals. Distributions subject to FIRPTA may also be subject to a branch
profits tax in the hands of a corporate foreign stockholder that is not entitled
to treaty exemption.

We will be required to withhold from distributions subject to FIRPTA, and
remit to the Internal Revenue Service, 35% of designated capital gain dividends,
or, if greater, 35% of the amount of any distributions that could be designated
as capital gain dividends. In addition, if we designate prior distributions as
capital gain dividends, subsequent distributions, up to the amount of the prior
distributions not withheld against, will be treated as capital gain dividends
for purposes of withholding.

Unless our shares constitute a "United States real property interest"
within the meaning of FIRPTA or are effectively connected with a U.S. trade or
business, a sale of our shares by you generally will not be subject to United
States taxation. Our shares will not constitute a United States real property
interest if we qualify as a "domestically controlled REIT." We do, and expect to
continue to, qualify as a domestically controlled REIT. A domestically
controlled REIT is a REIT in which at all times during a specified testing
period less than 50% in value of its shares is held directly or indirectly by
foreign stockholders. However, if you are a nonresident alien individual who is
present in the United States for 183 days or more during the taxable year and
certain other conditions apply, you will be subject to a 30% tax on capital
gains. In any event, a purchaser of our shares from you will not be required
under FIRPTA to withhold on the purchase price if the purchased shares are
"regularly traded" on an
37

established securities market or if we are a domestically controlled REIT.
Otherwise, under FIRPTA, the purchaser may be required to withhold 10% of the
purchase price and remit that amount to the Internal Revenue Service.

Backup withholding tax and information reporting will generally not apply
to distributions paid to you outside the United States that are treated as (i)
dividends to which the 30% or lower treaty rate withholding tax discussed above
applies; (ii) capital gains dividends; or (iii) distributions attributable to
gain from the sale or exchange by us of United States real property interests.
Payment of the proceeds of a sale of stock within the United States or conducted
through certain U.S. related financial intermediaries is subject to both backup
withholding and information reporting unless the beneficial owner certifies
under penalty of perjury that he or she is not a U.S. person (and the payor does
not have actual knowledge that the beneficial owner is a U.S. person) or
otherwise established an exemption. You may obtain a refund of any amounts
withheld under the backup withholding rules by filing the appropriate claim for
refund with the Internal Revenue Service.

U.S. FEDERAL INCOME TAXATION OF HOLDERS OF DEPOSITARY SHARES

Owners of our depositary shares will be treated as if you were owners of
the series of preferred stock represented by the depositary shares. Thus, you
will be required to take into account the income and deductions to which you
would be entitled if you were a holder of the underlying series of preferred
stock.

CONVERSION OR EXCHANGE OF SHARES FOR PREFERRED STOCK

No gain or loss will be recognized upon the withdrawal of preferred stock
in exchange for depositary shares and the tax basis of each share of preferred
stock will, upon exchange, be the same as the aggregate tax basis of the
depositary shares exchanged. If you held your depositary shares as a capital
asset at the time of the exchange for shares of preferred stock, the holding
period for your shares of preferred stock will include the period during which
you owned the depositary shares.

U.S. FEDERAL INCOME AND ESTATE TAXATION OF HOLDERS OF OUR DEBT SECURITIES

The following is a general summary of the United States federal income tax
consequences and, in the case that you are a holder that is a non-U.S. holder,
as defined below, the United States federal estate tax consequences, of
purchasing, owning and disposing of debt securities periodically offered under
one or more indentures, the forms of which have been filed as exhibits to this
registration statement (the "notes"). This summary assumes that you hold the
notes as capital assets. This summary applies to you only if you are the initial
holder of the notes and you acquire the notes for a price equal to the issue
price of the notes. The issue price of the notes is the first price at which a
substantial amount of the notes is sold other than to bond houses, brokers or
similar persons or organizations acting in the capacity of underwriters,
placement agents or wholesalers. In addition, this summary does not consider any
foreign, state, local or other tax laws that may be applicable to us or a
purchaser of the notes.

U.S. HOLDERS

The following summary applies to you only if you are a U.S. holder, as
defined below.

Definition of a U.S. Holder. A "U.S. holder" is a beneficial owner of a
note or notes that is for United States federal income tax purposes:

- an individual citizen or resident alien of the United States;

- a corporation or partnership, or other entity classified as a corporation
or partnership for these purposes, created or organized in or under the
laws of the United States or of any political subdivision of the United
States, including any state;

- an estate, the income of which is subject to United States federal income
taxation regardless of the source of that income; or

- a trust, if, in general, a U.S. court is able to exercise primary
supervision over the trust's administration and one or more U.S. persons,
within the meaning of the Internal Revenue Code, has the authority to
control all of the trust's substantial decisions.

Payments of Interest. Stated interest on the notes generally will be taxed
as ordinary interest income from domestic sources at the time it is paid or
accrues in accordance with your method of accounting for tax purposes.

Sale, Exchange or Other Disposition of Notes. The adjusted tax basis in
your note acquired at a premium will generally be your cost. You generally will
recognize taxable gain or loss when you sell or otherwise dispose of your notes
equal to the difference, if any, between:

- the amount realized on the sale or other disposition, less any amount
attributable to any accrued interest, which will be taxable in the manner
described under "-- Payments of Interest" above; and

- your adjusted tax basis in the notes.

Your gain or loss generally will be capital gain or loss. This capital gain
or loss will be long-term capital gain or loss if at the time of the sale or
other disposition you have held the notes for more than one year. Subject to
limited exceptions, your capital losses cannot be used to offset your ordinary
income.

Backup Withholding and Information Reporting. In general, "backup
withholding" may apply:

- to any payments made to you of principal and interest on your note, and

- to payment of the proceeds of a sale or other disposition of your note
before maturity,

- if you are a non-corporate U.S. holder and (1) fail to provide a correct
taxpayer identification number, which if you are an individual, is
ordinarily your social security number; (2) furnish an incorrect taxpayer
identification number; (3) are notified by the Internal Revenue Service
that you have failed to properly report payments of interest or
dividends; or (4) fail to certify, under penalties of perjury, that you
have furnished a correct taxpayer identification number and that the
Internal Revenue Service has not notified you that you are subject to
backup withholding.

The amount of any reportable payments, including interest, made to you
(unless you are an exempt recipient) and the amount of tax withheld, if any,
with respect to such payments will be reported to you and to the Internal
Revenue Service for each calendar year. You should consult your tax advisor
regarding your qualification for an exemption from backup withholding and the
procedures for obtaining such an exemption, if applicable. The backup
withholding tax is not an additional tax and will be credited against your U.S.
federal income tax liability, provided that correct information is provided to
the Internal Revenue Service.

NON-U.S. HOLDERS

The following summary applies to you if you are a beneficial owner of a
note and are not a U.S. holder, as defined above (a "non-U.S. holder").

Special rules may apply to certain non-U.S. holders such as "controlled
foreign corporations," "passive foreign investment companies" and "foreign
personal holding companies." Such entities are encouraged to consult their tax
advisors to determine the United States federal, state, local and other tax
consequences that may be relevant to them.

U.S. Federal Withholding Tax. Subject to the discussion below, U.S.
federal withholding tax will not apply to payments by us or our paying agent, in
its capacity as such, of principal and interest on your notes under the
"portfolio interest" exception of the Internal Revenue Code, provided that:

- you do not, directly or indirectly, actually or constructively, own ten
percent or more of the total combined voting power of all classes of our
stock entitled to vote;

- you are not (1) a controlled foreign corporation for U.S. federal income
tax purposes that is related, directly or indirectly, to us through
sufficient stock ownership, as provided in the Internal Revenue Code, or
(2) a bank receiving interest described in Section 881(c)(3)(A) of the
Internal Revenue Code;

- such interest is not effectively connected with your conduct of a U.S.
trade or business; and

- you provide a signed written statement, under penalties of perjury, which
can reliably be related to you, certifying that you are not a U.S. person
within the meaning of the Internal Revenue Code and providing your name
and address to:

- us or our paying agent; or

- a securities clearing organization, bank or other financial
institution that holds customers' securities in the ordinary course of
its trade or business and holds your notes on your behalf and that
certifies to us or our paying agent under penalties of perjury that
it, or the bank or financial institution between it and you, has
received from you your signed, written statement and provides us or
our paying agent with a copy of such statement.

Treasury regulations provide that:

- if you are a foreign partnership, the certification requirement will
generally apply to your partners, and you will be required to provide
certain information;

- if you are a foreign trust, the certification requirement will generally
be applied to you or your beneficial owners depending on whether you are
a "foreign complex trust," "foreign simple trust," or "foreign grantor
trust" as defined in the Treasury regulations; and

- look-through rules will apply for tiered partnerships, foreign simple
trusts and foreign grantor trusts.

If you are a foreign partnership or a foreign trust, you should consult
your own tax advisor regarding your status under these Treasury regulations and
the certification requirements applicable to you.

If you cannot satisfy the portfolio interest requirements described above,
payments of interest will be subject to the 30% United States withholding tax,
unless you provide us with a properly executed (1) Internal Revenue Service Form
W-8BEN claiming an exemption from or reduction in withholding under the benefit
of an applicable treaty or (2) Internal Revenue Service Form W-8ECI stating that
interest paid on the note is not subject to withholding tax because it is
effectively connected with your conduct of a trade or business in the United
States. Alternative documentation may be applicable in certain circumstances.

If you are engaged in a trade or business in the United States and interest
on a note is effectively connected with the conduct of that trade or business,
you will be required to pay United States federal income tax on that interest on
a net income basis (although you will be exempt from the 30% withholding tax
provided the certification requirement described above is met) in the same
manner as if you were a U.S. person, except as otherwise provided by an
applicable tax treaty. If you are a foreign corporation, you may be required to
pay a branch profits tax on the earnings and profits that are effectively
connected to the conduct of your trade or business in the United States.

Sale, Exchange or other Disposition of Notes. You generally will not have
to pay U.S. federal income tax on any gain or income realized from the sale,
redemption, retirement at maturity or other disposition of your notes, unless:

- in the case of gain, you are an individual who is present in the United
States for 183 days or more during the taxable year of the sale or other
disposition of your notes, and specific other conditions are met;

- you are subject to tax provisions applicable to certain United States
expatriates; or

- the gain is effectively connected with your conduct of a U.S. trade or
business.

If you are engaged in a trade or business in the United States and gain
with respect to your notes is effectively connected with the conduct of that
trade or business, you generally will be subject to U.S. income tax on a net
basis on the gain. In addition, if you are a foreign corporation, you may be
subject to a branch profits tax on your effectively connected earnings and
profits for the taxable year, as adjusted for certain items.

U.S. Federal Estate Tax. If you are an individual and are not a U.S.
citizen or a resident of the United States, as specially defined for U.S.
federal estate tax purposes, at the time of your death, your notes will
generally not be subject to the U.S. federal estate tax, unless, at the time of
your death (1) you owned actually or constructively ten percent or more of the
total combined voting power of all our classes of stock entitled to vote or (2)
interest on the notes is effectively connected with your conduct of a U.S. trade
or business.

Backup Withholding and Information Reporting. Backup withholding will not
apply to payments of principal or interest made by us or our paying agent, in
its capacity as such, to you if you have provided the required certification
that you are a non-U.S. holder as described in "-- U.S. Federal Withholding Tax"
above, and provided that neither we nor our paying agent have actual knowledge
that you are a U.S. holder, as described in "-- U.S. Holders" above. We or our
paying agent may, however, report payments of interest on the notes.

The gross proceeds from the disposition of your notes may be subject to
information reporting and backup withholding tax. If you sell your notes outside
the United States through a non-U.S. office of a non-U.S. broker and the sales
proceeds are paid to you outside the United States, then the U.S. backup
withholding and information reporting requirements generally will not apply to
that payment. However, U.S. information reporting, but not backup withholding,
will apply to a payment of sales proceeds, even if that payment is made outside
the United States, if you sell your notes though a non-U.S. office of a broker
that:

- is a U.S. person, as defined in the Internal Revenue Code,

- derives 50% or more of its gross income in specific periods from the
conduct of a trade or business in the United States,

- is a "controlled foreign corporation" for U.S. federal income tax
purposes, or

- is a foreign partnership, if at any time during its tax year,

- one or more of its partners are U.S. persons who in the aggregate hold
more than 50% of the income or capital interests in the partnership, or

- the foreign partnership is engaged in a U.S. trade or business,

- unless the broker has documentary evidence in its files that you are a
non-U.S. person and certain other conditions are met or you otherwise
establish an exemption. If you receive payments of the proceeds of a
sale of your notes to or through a U.S. office of a broker, the payment
is subject to both U.S. backup withholding and information reporting
unless you provide a Form W-8BEN certifying that you are a non-U.S.
person or you otherwise establish an exemption.
41

You should consult your own tax advisor regarding application of backup
withholding in your particular circumstance and the availability of and
procedure for obtaining an exemption from backup withholding. Any amounts
withheld under the backup withholding rules from a payment to you will be
allowed as a refund or credit against your U.S. federal income tax liability,
provided the required information is furnished to the Internal Revenue Service.

U.S. FEDERAL INCOME AND ESTATE TAXATION OF HOLDERS OF OUR WARRANTS

EXERCISE OF WARRANTS

You will not generally recognize gain or loss upon the exercise of a
warrant. Your basis in the debt securities, preferred stock, depositary shares
or common stock, as the case may be, received upon the exercise of the warrant
will be equal to the sum of your adjusted tax basis in the warrant and the
exercise price paid. Your holding period in the debt securities, preferred
stock, depositary shares or common stock, as the case may be, received upon the
exercise of the warrant will not include the period during which the warrant was
held by you.

EXPIRATION OF WARRANTS

Upon the expiration of a warrant, you will recognize a capital loss in an
amount equal to your adjusted tax basis in the warrant.

SALE OR EXCHANGE OF WARRANTS

Upon the sale or exchange of a warrant to a person other than us, you will
recognize gain or loss in an amount equal to the difference between the amount
realized on the sale or exchange and your adjusted tax basis in the warrant.
Such gain or loss will be capital gain or loss and will be long-term capital
gain or loss if the warrant was held for more than one year. Upon the sale of
the warrant to us, the Internal Revenue Service may argue that you should
recognize ordinary income on the sale. You are advised to consult your own tax
advisors as to the consequences of a sale of a warrant to us.

POTENTIAL LEGISLATION OR OTHER ACTIONS AFFECTING TAX CONSEQUENCES

Current and prospective securities holders should recognize that the
present federal income tax treatment of an investment in us may be modified by
legislative, judicial or administrative action at any time and that any action
may affect investments and commitments previously made. The rules dealing with
federal income taxation are constantly under review by persons involved in the
legislative process and by the Internal Revenue Service and the Treasury
Department, resulting in revisions of regulations and revised interpretations of
established concepts as well as statutory changes. Revisions in federal tax laws
and interpretations of these laws could adversely affect the tax consequences of
an investment in us.

PLAN OF DISTRIBUTION

We may sell the securities:

- through underwriters or dealers;

- through agents;

- directly to purchasers; or

- through a combination of any of these methods of sale.

Any underwriter or agent involved in the offer and sale of the securities
will be named in the applicable prospectus supplement. Direct sales to investors
or our stockholders may be accomplished through subscription offerings or
through stockholder purchase rights distributed to stockholders. In connection
with subscription offerings or the distribution of stockholder purchase rights
to stockholders,
42

if all of the underlying securities are not subscribed for, we may sell any
unsubscribed securities to third parties directly or through underwriters or
agents. In addition, whether or not all of the underlying securities are
subscribed for, we may concurrently offer additional securities to third parties
directly or through underwriters or agents. If securities are to be sold through
stockholder purchase rights, the stockholder purchase rights will be distributed
as a dividend to the stockholders for which they will pay no separate
consideration. The prospectus supplement with respect to the offer of securities
under stockholder purchase rights will set forth the relevant terms of the
stockholder purchase rights, including:

- whether common stock, preferred stock or equity stock, or warrants for
those securities will be offered under the stockholder purchase rights;

- the number of those securities or warrants that will be offered under the
stockholder purchase rights;

- the period during which and the price at which the stockholder purchase
rights will be exercisable;

- the number of stockholder purchase rights then outstanding;

- any provisions for changes to or adjustments in the exercise price of the
stockholder purchase rights, and

- any other material terms of the stockholder purchase rights.

Underwriters may offer and sell the securities at:

- fixed prices, which may be changed;

- prices related to the prevailing market prices at the time of sale; or

- negotiated prices.

We also may, from time to time, authorize underwriters acting as our agents
to offer and sell the securities upon the terms and conditions as are set forth
in the applicable prospectus supplement. In connection with the sale of
securities, underwriters may be deemed to have received compensation from us in
the form of underwriting discounts or commissions and may also receive
commissions from purchasers of securities for whom they may act as agent.
Underwriters may sell securities to or through dealers, and these dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters or commissions from the purchasers for whom they may act as
agent, or both. The applicable prospectus supplement will disclose:

- any underwriting compensation we pay to underwriters or agents in
connection with the offering of securities, and

- any discounts, concessions or commissions allowed by underwriters to
participating dealers.

Under the Securities Act, underwriters, dealers and agents participating in
the distribution of the securities may be deemed to be underwriters and any
discounts and commissions received by them and any profit realized by them on
resale of the securities may be deemed to be underwriting discounts and
commissions. We may agree to indemnify underwriters, dealers and agents against
civil liabilities, including liabilities under the Securities Act and to make
contribution to them in connection with those liabilities.

If indicated in the applicable prospectus supplement, we may also offer and
sell securities through a firm that will remarket the securities. These firms
may act as principals for their own account or as our agents. These firms may be
deemed to be underwriters in connection with the securities being remarketed. We
may agree to indemnify these firms against liabilities, including liabilities
under the Securities Act.

If indicated in the applicable prospectus supplement, we will authorize
dealers acting as our agents to solicit offers by institutions to purchase
securities at the offering price set forth in that prospectus supplement under
delayed delivery contracts providing for payment and delivery on the dates
stated in the prospectus supplement. Each contract will be for an amount not
less than, and the aggregate principal amount of securities sold under contracts
will be not less nor more than, the respective amounts stated in the applicable
prospectus supplement. Institutions with whom contracts, when authorized, may be
made include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions, and other
institutions but will in all cases be subject to our approval. Contracts will
not be subject to any conditions except:

- the purchase by an institution of the securities covered by its contracts
will not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which the institution is subject,
and

- if the securities are being sold to underwriters, we will have sold to
them the total principal amount of the securities less the principal
amount of the securities covered by contracts.

Agents and underwriters will have no responsibility in respect of the
delivery or performance of contracts.

Some of the underwriters and their affiliates may engage in transactions
with or perform services for us in the ordinary course of business.

LEGAL OPINIONS

The validity of the securities offered will be passed upon by Shumaker,
Loop & Kendrick, LLP, Toledo, Ohio. Certain tax matters will be passed upon for
us by Arnold & Porter, Washington, D.C.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedules included in our Annual Report on Form 10-K
for the year ended December 31, 2002, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and schedules are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.

You should rely only on the information contained or incorporated by reference
in this prospectus supplement and the accompanying prospectus. We have not
authorized anyone to provide information different from that contained in this
prospectus supplement and the accompanying prospectus. We are offering to sell,
and seeking offers to buy, these securities only in jurisdictions where offers
and sales are permitted. The information appearing in this prospectus
supplement, the accompanying prospectus and the documents incorporated by
reference is accurate only as of their respective dates. Our business, financial
condition, results of operations and prospectus may have changed since then.

------------------------

TABLE OF CONTENTS

PAGE
----

PROSPECTUS SUPPLEMENT
Prospectus Supplement Summary................... S-2
Cautionary Statement Concerning Forward-Looking
Statements and Risk Factors................... S-4
The Company..................................... S-4
Use of Proceeds................................. S-6
Price Range of Shares and Distribution
History....................................... S-7
Capitalization.................................. S-8
Selected Financial Information.................. S-9
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... S-11
Management and Directors........................ S-20
Underwriting.................................... S-21
Legal Matters................................... S-23
Experts......................................... S-23

PROSPECTUS
About this Prospectus........................... 4
Cautionary Statement Regarding Forward-Looking
Statements And Risk Factors................... 4
Where You Can Find Additional Information....... 5
Documents Incorporated by Reference............. 5
The Company..................................... 6
How We Intend to Use the Proceeds............... 8
Ratios Of Earnings to Fixed Charges and Earnings
to Combined Fixed Charges and Preferred Stock
Dividends..................................... 8
General Description of the Offered Securities... 9
Description of Debt Securities.................. 9
Description of Our Common Stock................. 16
Description of Our Preferred Stock.............. 18
Description of Depositary Shares................ 22
Description of Warrants......................... 25
Description of Units............................ 26
Restrictions on Transfer of Securities.......... 26
Description of Certain Provisions of Our
Certificate of Incorporation and By-Laws...... 27
U.S. Federal Income Tax Considerations.......... 29
Plan of Distribution............................ 42
Legal Opinions.................................. 44
Experts......................................... 44

HEALTH CARE REIT LOGO

3,200,000 Shares

Common Stock

Deutsche Bank Securities
UBS Investment Bank
A.G. Edwards & Sons, Inc.
Legg Mason Wood Walker
Incorporated
Banc of America Securities LLC
McDonald Investments Inc.

Prospectus Supplement

September 23, 2003