-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UMzMhdZVksGGIkYuyKinyhed9IQBUG/cpcGcoZ/75MJjX0PwHNY0JwVtJiCOJqDh BXSsyQoIjfID1zl0HLkqIg== 0000766704-96-000004.txt : 19960229 0000766704-96-000004.hdr.sgml : 19960229 ACCESSION NUMBER: 0000766704-96-000004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960227 EFFECTIVENESS DATE: 19960317 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH CARE REIT INC /DE/ CENTRAL INDEX KEY: 0000766704 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 341096634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01237 FILM NUMBER: 96526674 BUSINESS ADDRESS: STREET 1: ONE SEAGATE STE 1950 STREET 2: P O BOX 1475 CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192472800 S-8 1 As filed with the Securities and Exchange Commission on February 27, 1996 Registration No. 33-____________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________ HEALTH CARE REIT, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 34-1096634 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One SeaGate, Suite 1950 Toledo, Ohio 43604 Telephone: 419-247-2800 (Address and telephone number of principal executive offices) THE 1985 INCENTIVE STOCK OPTION PLAN OF HEALTH CARE REIT, INC. (Full Title of Plan) Bruce G. Thompson Copy to: Chairman of the Board Mary Ellen Pisanelli, Esq. Health Care REIT, Inc. Shumaker, Loop & Kendrick One SeaGate, Suite 1950 North Courthouse Square Toledo, Ohio 43604 Toledo, Ohio 43624 (419) 247-2800 (419) 241-9000 (Name, Address and Telephone Number of Agent for Service) CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Title Offering Maximum of Securities Amount to Price Aggregate Amount of To be Registered Be Registered Per Share* Offering Price* Registration Fee - ---------------- -------------- --------- -------------- --------------- Shares of Common Stock, par value 58,863 Shares $22.125 $1,302,343.88 $449.08 $1.00 per share
* Inserted solely for the purpose of calculating the registration fee pursuant to Rule 457(h). The fee is calculated on the basis of the aggregate price at which the various stock options granted under The 1985 Incentive Stock Option Plan may be exercised. EXPLANATORY NOTE The 58,863 shares of common stock, par value $1.00 per share, of Health Care REIT, Inc., registered under this Registration Statement on Form S-8 consist of additional shares of the common stock reserved for issuance upon the exercise of incentive stock options granted under the terms of The 1985 Incentive Stock Option Plan of Health Care REIT, Inc., pursuant to action taken by the Company's Board of Directors to increase the total number of shares of common stock reserved for issuance under the 1985 Incentive Stock Option Plan to 450,000 shares. The 300,000 shares of common stock previously reserved for issuance upon the exercise of options granted under the 1985 Incentive Stock Option Plan were registered under two Registration Statements on Form S-8 filed with the Commission on October 9, 1985, Registration No. 33-774, and on March 20, 1992, Registration No. 33-46561. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents previously filed by Health Care REIT, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: 1. Annual Report on Form 10-K for the year ended December 31, 1994, and Amendment Nos. 1, 2, and 3 filed with the Commission on April 26, 1995, June 28, 1995 and September 13, 1995, respectively. 2. Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1995, and Amendment No. 1 filed with the Commission on September 13, 1995. 3. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1995, and Amendment No. 1 filed with the Commission on September 29, 1995. 4. Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1995. 5. Current Reports on Form 8-K filed with the Commission on February 13, 1995, March 24, 1995, May 12, 1995 and December 8, 1995. 6. The description of the Company's Common Stock, par value $1.00 per share (the "Common Stock"), contained in the Registration Statement on Form 8-A of the Company filed pursuant to Section 12 of the Exchange Act, including all amendments and reports updating such description. 7. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part of this Registration Statement from the date of filing of each such document. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superceded to the extent that a statement contained herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference herein, as the case may be, modifies or supercedes such document. Any such statement so modified or superceded shall not be deemed, except as so modified or superceded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. The class of securities to be offered under this Registration Statement is registered under Section 12 of the Exchange Act. Item 5. Interests of Named Experts and Counsel. The Company's legal counsel, Shumaker, Loop & Kendrick of Toledo, Ohio, is giving the Company an opinion upon the legality of the issuance of the shares of Common Stock being offered hereby. As of December 7, 1995, certain attorneys in the firm of Shumaker, Loop & Kendrick beneficially owned a total of 12,156 shares of the Common Stock of the Company. Item 6. Indemnification of Directors and Officers. Section 7 of the Company's Restated Certificate of Incorporation, as amended (the "Restated Certificate") provides that a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware (the "GCL"), or (iv) for any transaction from which the director derived any improper personal benefit. Section 7 also provides that if the GCL is amended to further eliminate or limit the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the extent permitted by GCL, as so amended. The Restated Certificate also states that any repeal or modification of the foregoing paragraph by the stockholders of the Company shall not adversely affect any right or protection of a director of the Company existing at the time of such repeal or modification. The Company's By-Laws (the "By-Laws") provide that the Company shall indemnify, to the extent permitted by the GCL, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, partner or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney's fees), judgements, fines, and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding. The Company has entered into indemnification agreements to assure its directors and officers that they will be indemnified to the extent permitted by the Restated Certificate, the By-Laws and Delaware law. The indemnification agreements cover any and all expenses, judgments, fines, penalties and amounts paid in settlement, provide for the prompt advancement of all expenses incurred in connection with any proceeding and obligate the director or officer to reimburse the Company for all amounts so advanced if it is subsequently determined, as provided in the indemnification agreements, that the director or officer is not entitled to indemnification. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following are filed herewith as part of this Registration Statement: Exhibit No. Exhibit 4.1(1) The 1985 Incentive Stock Option Plan of Health Care REIT, Inc. 4.2(1) Amendment to the 1985 Incentive Stock Option Plan of Health Care REIT, Inc. 4.3 Second Amendment to the 1985 Incentive Stock Option Plan of Health Care REIT, Inc. 4.4 Third Amendment to the 1985 Incentive Stock Option Plan of Health Care REIT, Inc. 5.1 Opinion of Shumaker, Loop & Kendrick, as to the legality of the securities being registered. 23.1 Consent of Ernst & Young, LLP, independent public auditors. 23.2 The consent of Shumaker, Loop & Kendrick to the use of their opinion as an exhibit to this Registration Statement is included in their opinion filed herewith as Exhibit 5.1. 24.1 Powers of Attorney - ------------------------ 1 Previously filed as Exhibit 10(b) to the Registrant's Registration Statement on Form S-2 (Registration No. 33-42138) filed on August 8, 1991, as amended on September 20, 1991 and September 27, 1991. Item 9. Undertakings. (a) The undersigned Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's Annual Report on Form 10-K pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The undersigned Company hereby undertakes to deliver or cause to be delivered with the Prospectus to each employee to whom the Prospectus is sent or given, a copy of the Company's Annual Report to Stockholders for its last fiscal year, unless such employee otherwise has received a copy of such Annual Report, in which case the Company shall state in the Prospectus that it will promptly furnish, without charge, a copy of such Annual Report on written request of the employee. If the last fiscal year of the Company has ended within 120 days prior to the use of the Prospectus, the Annual Report of the Company for the preceding fiscal year may be so delivered, but within such 120-day period the Annual Report for the last fiscal year will be furnished to each such employee. The Company also undertakes to deliver or cause to be delivered to all employees participating in the Company's 1985 Incentive Stock Option Plan who do not otherwise receive such material, copies of all reports to stockholders, proxy statements and other communications distributed to its security holders generally, such material to be sent or delivered no later than the time it is sent to security holders. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the provisions described in Item 6 above, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on this 27th day of February, 1996. HEALTH CARE REIT, INC. By: /S/ BRUCE G. THOMPSON ----------------------------- Bruce G. Thompson Chairman of the Board and Principal Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons (or by their designated attorney-in-fact) in the capacities and on the dates indicated. Signature Title Date /S/ BRUCE G. THOMPSON Director and Principal February 27, 1996 - ------------------------- Executive Officer Bruce G. Thompson /S/ ROBERT J. PRUGER Principal Financial February 27, 1996 - ------------------------- Officer Robert J. Pruger /S/ KATHLEEN S. PREPHAN Principal Accounting February 27, 1996 - ------------------------- Officer Kathleen S. Prephan /S/ PIER C. BORRA* Director February 23, 1996 - ------------------------- Pier C. Borra /S/ GEORGE L. CHAPMAN* Director and President February 23, 1996 - ------------------------- George L. Chapman _________________________ Director February __, 1996 George Chopivsky, Jr. /S/ BRUCE DOUGLAS* Director February 23, 1996 - ------------------------- Bruce Douglas /S/ RICHARD C. GLOWACKI* Director February 23, 1996 - ------------------------- Richard C. Glowacki /S/ SHARON M. OSTER* Director February 23, 1996 - ------------------------- Sharon M. Oster /S/ RICHARD A. UNVERFERTH* Director February 23, 1996 - ------------------------- Richard A. Unverferth /S/ FREDERIC D. WOLFE* Director February 23, 1996 - ------------------------- Frederic D. Wolfe - ------------------------ * By their designated attorney-in-fact EXHIBIT INDEX The following exhibits are filed herewith as part of this registration statement: Exhibit No. Exhibit 4.1(1) The 1985 Incentive Stock Option Plan of Health Care REIT, Inc. 4.2(1) Amendment to the 1985 Incentive Stock Option Plan of Health Care REIT, Inc. 4.3 Second Amendment to the 1985 Incentive Stock Option Plan of Health Care REIT, Inc. 4.4 Third Amendment to the 1985 Incentive Stock Option Plan of Health Care REIT, Inc. 5.1 Opinion of Shumaker, Loop & Kendrick, as to the legality of the securities being registered. 23.1 Consent of Ernst & Young, LLP, independent public auditors. 23.2 The consent of Shumaker, Loop & Kendrick to the use of their opinion as an exhibit to this Registration Statement is included in their opinion filed herewith as Exhibit 5.1. 24.1 Powers of Attorney _____________________________ 1 Previously filed as Exhibit 10(b) to the Registrant's Registration Statement on Form S-2 (Registration No. 33-42138) filed on August 8, 1991, as amended on September 20, 1991 and September 27, 1991. EXHIBIT 4.3 SECOND AMENDMENT TO THE 1985 INCENTIVE STOCK OPTION PLAN OF HEALTH CARE REIT, INC. _______________________________________ The terms and conditions of this Second Amendment (the "Second Amendment") to the 1985 Incentive Stock Option Plan (the "Plan") of Health Care REIT, Inc. (the "Company"), a Delaware corporation, are set below. Capitalized terms used herein and not otherwise defined shall have the definitions set forth in the Plan. 1. Purpose of the Second Amendment. The purpose of the Second Amendment is to increase the number of shares of the Company's common stock reserved for issuance under the Plan from 150,000 to 300,000 shares. 2. Authority for the Second Amendment. Section 17 of the Plan provides that, to the extent permitted by law, the Board of Directors of the Company may at any time and from time to time modify or amend the Plan in such respects as it shall deem advisable. 3. Amendment. Section 4 of the Plan shall be amended to read as follows: 4. Company Common Stock Subject to the Plan. Subject to adjustment as provided in paragraph 14 of this Plan, the aggregate which may be issued upon the exercise of all Options to be granted from time to time under this Plan is 300,000 shares of Company Common Stock, whether or not such shares of Company Common Stock are (i) treasury shares, (ii) authorized but unissued shares or (iii) both. In the event that an Option expires or terminates without having been exercised as to the full number of shares of Company Common Stock subject thereto, the shares of Company Common Stock as to which such Option was not exercised shall be available for Options which may thereafter be granted under this Plan. 4. Effectiveness of Second Amendment. The effective date of this Second Amendment shall be the date of the Annual Meeting of Stockholders at which the Company's stockholders approve the foregoing increase in the number of shares of Common Stock available for issuance under the Plan. 5. No Change in Status. Notwithstanding anything in this Second Amendment to the contrary, this Second Amendment shall not be construed as (a) granting, modifying, enhancing or extending any rights or benefits as an employee of the Company that an Optionee would have or would have had absent this Second Amendment, or (b) changing any of the terms of Optionee's termination. 6. Ratification of the Plan. In all respect, the Plan as amended by previous amendments and this Second Amendment is hereby ratified, approved an confirmed. IN WITNESS WHEREOF, the undersigned, being the duly elected and authorized Secretary of the Company, hereby certifies that this Plan was legally and validly approved by the Board of Directors of Health Care REIT, Inc. at a meeting held on July 18, 1991, in Toledo, Lucas County, Ohio. HEALTH CARE REIT, INC. By: /S/ ERIN C. IBELE _____________________________ Erin C. Ibele, Secretary EXHIBIT 4.4 THIRD AMENDMENT TO THE 1985 INCENTIVE STOCK OPTION PLAN OF HEALTH CARE REIT, INC. _______________________________________ The terms and conditions of this Third Amendment (the "Amendment") to the 1985 Incentive Stock Option Plan (the "Plan") of Health Care REIT, Inc. (the "Company"), a Delaware corporation, are set below. Capitalized terms used herein and not otherwise defined shall have the definitions set forth in the Plan. 1. Purpose of the Amendment. The purpose of this Amendment to the Plan is to increase the number of shares of the Company's common stock reserved for issuance under the Plan from 300,000 to 450,000 shares. 2. Authority for the Amendment. Paragraph 17 of the Plan provides that, to the extent permitted by law, the Board of Directors of the Company may at any time and from time to time modify or amend the Plan in such respects as it shall deem advisable. Although paragraph 17 provides that any such modification or amendment may not change rights under any outstanding Option without the written consent of the affected Optionee nor change the Plan so as to cause any of the Options to fail to meet the requirements of an incentive stock option under Section 422 of the Code, the changes effected by this Amendment will not change any rights under any outstanding Options nor cause any of the Options to fail to meet the requirements of the Code. 3. Amendment. Paragraph 4 of the Plan shall be amended and restated in its entirety, to read as follows: 4. Company Common Stock Subject to the Plan. Subject to adjustment as provided in paragraph 14 of this Plan, the aggregate number of shares of Company Common Stock which shall be reserved and which may be issued upon the exercise of all Options to be granted from time to time under this Plan is 450,000 shares of Company Common Stock, whether or not such shares of Company Common Stock are (i) treasury shares, (ii) authorized but unissued shares or (iii) both. In the event that an Option expires or terminates without having been exercised as to the full number of shares of Company Common Stock subject thereto, the shares of Company Common Stock as to which such Option was not exercised shall be available for Options which may thereafter be granted under this Plan. 4. Effectiveness of the Amendment. This Amendment shall be effective as of May 18, 1994, the date of the Annual Meeting of Stockholders at which the Company's stockholders approved the foregoing increase in the number of shares of Common Stock available for issuance under the Plan. 5. Ratification of the Plan. In all other respects, the Plan, as amended to date, is hereby ratified, approved and confirmed. IN WITNESS WHEREOF, the undersigned, being the duly elected and authorized Secretary of the Company, hereby certifies that this Amendment to the Plan was legally and validly approved by Board of Directors of the Company and subsequently approved by the stockholders of Health Care REIT, Inc. at an Annual Meeting of Stockholders held on May 18, 1994, in Toledo, Lucas County, Ohio. HEALTH CARE REIT, INC. By: /S/ ERIN C. IBELE __________________________________ Erin C. Ibele, Vice President and Corporate Secretary EXHIBIT 5.1 February 27, 1996 Bruce G. Thompson Chairman of the Board Health Care REIT, Inc. One SeaGate, Suite 1950 Toledo, Ohio 43604 Re: Health Care REIT, Inc. Registration Statement on Form S-8 for the 1985 Incentive Stock Option Plan of Health Care REIT, Inc. Sir or Madam: We have acted as counsel to Health Care REIT, Inc. (the "Company") in connection with the preparation and filing of its Registration Statement on Form S-8 with the Securities and Exchange Commission pursuant to the requirements of the Securities Act of 1933, as amended, for the registration of an aggregate of 58,863 shares of the common stock of the Company, par value $1.00 per share (the "Shares"), issuable to eligible employees of the Company upon the exercise of stock options granted under the Company's 1985 Incentive Stock Option Plan (the "Plan"). In connection with the following opinion, we have examined and have relied upon such documents, records, certificates, statements and instruments as we have deemed necessary and appropriate to render the opinion herein set forth. Based upon the foregoing, it is our opinion that the Shares will be, when issued and sold pursuant to valid exercises of options granted under the Plan, legally and validly issued, fully paid and nonassessable. The undersigned hereby consents to the filing this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the The 1985 Incentive Stock Option Plan of Health Care REIT, Inc. of our report dated February 8, 1995 with respect to the consolidated financial statements and the related financial statement schedule of Health Care REIT, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1994 as amended and filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Toledo, Ohio February 27, 1996 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act up to 150,000 shares of common stock, $1.00 par value per share, to be issued pursuant to the terms of the Company's 1985 Incentive Stock Option Plan (the "Shares"), hereby constitutes and appoints GEORGE L. CHAPMAN and BRUCE DOUGLAS his true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the others, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as director, to sign such Form S-8 and any and all amendments, including post-effective amendments thereto, and to file such Form S-8 and each such amendment, including post- effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Shares on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 23rd day of February, 1996. /S/ BRUCE G. THOMPSON _____________________________________ Bruce G. Thompson Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, the Chairman of the Board and Principal Executive Officer of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act up to 150,000 shares of common stock, $1.00 par value per share, to be issued pursuant to the terms of the Company's 1985 Incentive Stock Option Plan (the "Shares"), hereby constitutes and appoints GEORGE L. CHAPMAN and BRUCE DOUGLAS his true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the others, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as Chairman of the Board and Principal Executive Officer of the Company, to sign such Form S-8 and any and all amendments, including post-effective amendments thereto, and to file such Form S-8 and each such amendment, including post- effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Shares on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 23rd day of February, 1996. /S/ BRUCE G. THOMPSON _____________________________________ Bruce G. Thompson Chairman of the Board of Directors Principal Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, the Principal Financial Officer of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act up to 150,000 shares of common stock, $1.00 par value per share, to be issued pursuant to the terms of the Company's 1985 Incentive Stock Option Plan (the "Shares"), hereby constitutes and appoints GEORGE L. CHAPMAN and BRUCE G. THOMPSON his true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the others, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as Principal Financial Officer to sign such Form S-8 and any and all amendments, including post-effective amendments thereto, and to file such Form S-8 and each such amendment, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Shares on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 23rd day of February, 1996. /S/ ROBERT J. PRUGER _____________________________________ Robert J. Pruger Principal Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, the Principal Accounting Officer of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act up to 150,000 shares of common stock, $1.00 par value per share, to be issued pursuant to the terms of the Company's 1985 Incentive Stock Option Plan (the "Shares"), hereby constitutes and appoints GEORGE L. CHAPMAN and BRUCE G. THOMPSON her true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the others, her true and lawful attorney-in-fact and agent, for her and in her name, place and stead, in the capacity as Principal Accounting Officer to sign such Form S-8 and any and all amendments, including post-effective amendments thereto, and to file such Form S-8 and each such amendment, including post- effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Shares on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 23rd day of February, 1996. /S/ KATHLEEN S. PREPHAN _____________________________________ Kathleen S. Prephan Principal Accounting Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, the President, one of the Principal Executive Officers and a director of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act up to 150,000 shares of common stock, $1.00 par value per share, to be issued pursuant to the terms of the Company's 1985 Incentive Stock Option Plan (the "Shares"), hereby constitutes and appoints BRUCE G. THOMPSON and BRUCE DOUGLAS his true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the others, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as the President, Principal Executive Officer and a director, to sign such Form S-8 and any and all amendments, including post-effective amendments thereto, and to file such Form S-8 and each such amendment, including post- effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Shares on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 23rd day of February, 1996. /S/ GEORGE L. CHAPMAN _____________________________________ George L. Chapman President, Principal Executive Officer and Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act up to 150,000 shares of common stock, $1.00 par value per share, to be issued pursuant to the terms of the Company's 1985 Incentive Stock Option Plan (the "Shares"), hereby constitutes and appoints GEORGE L. CHAPMAN and BRUCE G. THOMPSON his true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the others, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as director, to sign such Form S-8 and any and all amendments, including post-effective amendments thereto, and to file such Form S-8 and each such amendment, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Shares on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 23rd day of February, 1996. /S/ BRUCE DOUGLAS _____________________________________ Bruce Douglas Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act up to 150,000 shares of common stock, $1.00 par value per share, to be issued pursuant to the terms of the Company's 1985 Incentive Stock Option Plan (the "Shares"), hereby constitutes and appoints GEORGE L. CHAPMAN and BRUCE G. THOMPSON his true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the others, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as director, to sign such Form S-8 and any and all amendments, including post-effective amendments thereto, and to file such Form S-8 and each such amendment, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Shares on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 23rd day of February, 1996. /S/ PIER C. BORRA _____________________________________ Pier C. Borra Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act up to 150,000 shares of common stock, $1.00 par value per share, to be issued pursuant to the terms of the Company's 1985 Incentive Stock Option Plan (the "Shares"), hereby constitutes and appoints GEORGE L. CHAPMAN and BRUCE G. THOMPSON his true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the others, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as director, to sign such Form S-8 and any and all amendments, including post-effective amendments thereto, and to file such Form S-8 and each such amendment, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Shares on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 23rd day of February, 1996. /S/ RICHARD C. GLOWACKI _____________________________________ Richard C. Glowacki Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act up to 150,000 shares of common stock, $1.00 par value per share, to be issued pursuant to the terms of the Company's 1985 Incentive Stock Option Plan (the "Shares"), hereby constitutes and appoints GEORGE L. CHAPMAN and BRUCE G. THOMPSON his true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the others, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as director, to sign such Form S-8 and any and all amendments, including post-effective amendments thereto, and to file such Form S-8 and each such amendment, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Shares on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 23rd day of February, 1996. /S/ RICHARD A. UNVERFERTH _____________________________________ Richard A. Unverferth Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act up to 150,000 shares of common stock, $1.00 par value per share, to be issued pursuant to the terms of the Company's 1985 Incentive Stock Option Plan (the "Shares"), hereby constitutes and appoints GEORGE L. CHAPMAN and BRUCE G. THOMPSON his true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the others, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as director, to sign such Form S-8 and any and all amendments, including post-effective amendments thereto, and to file such Form S-8 and each such amendment, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Shares on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 23rd day of February, 1996. /S/ FREDERIC D. WOLFE _____________________________________ Frederic D. Wolfe Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act up to 150,000 shares of common stock, $1.00 par value per share, to be issued pursuant to the terms of the Company's 1985 Incentive Stock Option Plan (the "Shares"), hereby constitutes and appoints GEORGE L. CHAPMAN and BRUCE G. THOMPSON her true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the others, her true and lawful attorney-in-fact and agent, for her and in her name, place and stead, in the capacity as director, to sign such Form S-8 and any and all amendments, including post-effective amendments thereto, and to file such Form S-8 and each such amendment, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Shares on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 23rd day of February, 1996. /S/ SHARON M. OSTER _____________________________________ Sharon M. Oster Director -----END PRIVACY-ENHANCED MESSAGE-----