UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 3, 2003
HEALTH CARE REIT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-8923 34-1096634
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification Number)
One SeaGate, Suite 1500, Toledo, Ohio 43604
(Address of principal executive office) (Zip Code)
(419) 247-2800
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
Effective October 23, 2000, the Securities and Exchange Commission (the "SEC")
adopted new rules related to insider trading. One of these new rules, Rule
10b5-1 of the Securities Exchange Act of 1934, as amended (the "1934 Act"),
provides an exemption to the insider trading rules in the form of an affirmative
defense. Rule 10b5-1 recognizes the creation of formal programs under which
executives and other insiders may sell the securities of publicly traded
companies on a regular basis pursuant to written plans that are entered into at
a time when the plan participants are not aware of material non-public
information and that otherwise comply with the requirements of Rule 10b5-1.
On January 28, 2003, the Board of Directors of Health Care REIT, Inc. (the
"Company") adopted a resolution modifying its insider trading policy to allow
insiders to sell securities of the Company pursuant to pre-arranged trading
plans. As previously reported, effective February 5, 2003, George L. Chapman,
Chairman of the Board and Chief Executive Officer of the Company, and others,
adopted individualized trading plans under Rule 10b5-1 of the 1934 Act.
Effective November 3, 2003, Mr. Chapman adopted a second plan pursuant to which
he instructed his broker to exercise options and sell up to 208,519 shares of
the Company's common stock during the period between November 5, 2003 and
December 31, 2004. The number of shares to be exercised and sold under Mr.
Chapman's plan ranges from approximately 4,500 to 25,000 shares per month not
including any unsold shares that might be carried over from a previous month.
Reports of the details of actual sales under the plans will be filed by
Mr. Chapman on Forms 4 in accordance with SEC regulations.
SIGNATURE
Pursuant to the requirements of the 1934 Act, the Registrant had duly caused
this Report to be signed on its behalf by the undersigned thereunto duly
authorized.
HEALTH CARE REIT, INC.
By: /s/ George L. Chapman
--------------------------------
George L. Chapman
Its: Chairman of the Board and Chief Executive Officer
Dated: November 7, 2003