-----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, NiDtLiX8da4rm4ssgy8Qo37Zbyj6Q2TSGnWhVCS5sok2RiZuLAvTL2wyiPCeLvdp 39mCuI5tyG17S0FU+g1oGA== 0000950152-01-506032.txt : 20020411 0000950152-01-506032.hdr.sgml : 20020411 ACCESSION NUMBER: 0000950152-01-506032 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20011121 EFFECTIVENESS DATE: 20011121 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: 333-73916 FILM NUMBER: 1798353 BUSINESS ADDRESS: STREET 1: ONE SEAGATE STE 1500 STREET 2: P O BOX 1475 CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192472800 S-8 1 l91455as-8.txt HEALTH CARE REIT, INC. FORM S-8 As filed with the Securities and Exchange Commission on November 21, 2001 Registration No. 333-____________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- HEALTH CARE REIT, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 34-1096634 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One SeaGate, Suite 1500 Toledo, Ohio 43604 Telephone: 419-247-2800 (Address and telephone number of principal executive offices) HEALTH CARE REIT, INC. 1995 STOCK INCENTIVE PLAN (Full Title of Plan) George L. Chapman Copy to: Chairman, CEO and President Mary Ellen Pisanelli, Esq. Health Care REIT, Inc. Shumaker, Loop & Kendrick, LLP One SeaGate, Suite 1500 North Courthouse Square Toledo, Ohio 43604 1000 Jackson Street (419) 247-2800 Toledo, Ohio 43624 (419) 321-1313 (Name, Address and Telephone Number of Agent for Service) CALCULATION OF REGISTRATION FEE
=========================================================================================================== Proposed maximum Proposed maximum Title of Securities Amount to be offering price per aggregate offering Amount of to be registered registered* unit* price* registration fee =========================================================================================================== Common Stock par value $1.00 per share 1,863,668 shares $24.49 $45,641,229.32 $11,410.31
* Inserted solely for the purpose of calculating the registration fee pursuant to Rule 457(h). The fee is calculated on (i) the basis of the number of shares that are unregistered but may be issued under the 1995 Stock Incentive Plan as of the date of this filing, 1,863,668 shares (of which 463,668 shares may be issued pursuant to the evergreen provisions of the Plan) and (ii) the average of the high and low prices for the Registrant's Common Stock reported on the New York Stock Exchange on November 20, 2001. Exhibit Index is located on page II-4 TABLE OF CONTENTS - -------------------------------------------------------------------------------- S-8 ..........................................................................II-1 ..........................................................................II-1 ..........................................................................II-2 ..........................................................................II-2 EXHIBIT INDEX.............................................................II-4 EXPLANATORY NOTE ---------------- The 1,863,668 shares of common stock, par value $1.00 per share, of Health Care REIT, Inc., registered under this Registration Statement on Form S-8 consists of additional shares of common stock reserved for issuance under the terms of the Health Care REIT, Inc. 1995 Stock Incentive Plan, as amended. The 1,600,000 shares of common stock previously reserved for issuance under the 1995 Stock Incentive Plan were registered under Registration Statements on Form S-8 filed with the Commission as follows: 600,000 shares were registered with the Commission on February 27, 1996, Registration No. 333-1239, and 1,000,000 shares were registered with the Commission on November 21, 1997, Registration No. 333-40771. The contents of the Registration Statements on Form S-8, Registration Nos. 333-1239, and 333-40771, filed by the Company on February 27, 1996 and November 21, 1997, respectively, are hereby incorporated by reference into this Registration Statement on Form S-8. Pursuant to General Instruction E to Form S-8, captioned "Registration of Additional Securities," this Registration Statement on Form S-8 consists only of the facing page, the statement in the preceding paragraph incorporating the contents of the earlier Registration Statements on Form S-8, and the signature page. Accordingly, as permitted by General Instruction E, responses to Items 4, 6, 7 and 9 of the Instructions to Form S-8 have been omitted. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents previously filed by Health Care REIT, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: 1. Annual Report on Form 10-K for the year ended December 31, 2000. 2. Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001. 3. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001. 4. Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001. 5. The description of the Company's Common Stock, par value $1.00 per share (the "Common Stock"), contained in the Registration Statement on Form 8-A of the Company filed pursuant to Section 12 of the Exchange Act, including all amendments and reports updating such description. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part of this Registration Statement from the date of filing of each such document. Any statement contained herein, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded to the extent that a statement contained herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference herein, as the case may be, modifies or supersedes such document. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. II-1 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The Company's legal counsel, Shumaker, Loop & Kendrick, LLP of Toledo, Ohio, is giving an opinion upon the legality of the issuance of the shares of Common Stock being offered hereby. As of September 30, 2001, certain attorneys in the firm of Shumaker, Loop & Kendrick, LLP beneficially owned approximately 25,000 shares of the Common Stock of the Company. ITEM 8. EXHIBITS. The following are filed herewith as part of this Registration Statement: EXHIBIT NO. EXHIBIT ----------- ------- 4.1 The Health Care REIT, Inc. 1995 Stock Incentive Plan filed as Exhibit 10.6 to Form 10-K filed on March 22, 2000. 4.2 First Amendment to the Health Care REIT, Inc. 1995 Stock Incentive Plan filed as Exhibit 4.2 to Form S-8 filed on November 21, 1997. 4.3 Second Amendment to the Health Care REIT, Inc. 1995 Stock Incentive Plan. 5.1 Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the securities being registered. 23.1 Consent of Ernst & Young, LLP, independent auditors. 23.2 The consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion as an exhibit to this Registration Statement is included in their opinion filed herewith as Exhibit 5.1. 24.1 Powers of Attorney. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on this 21st day of November, 2001. HEALTH CARE REIT, INC. (Registrant) By: /S/ GEORGE L. CHAPMAN ----------------------------------------- Chairman, Chief Executive Officer, President and Director II-2 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. /S/ WILLIAM C. BALLARD, JR.* Date: November 13, 2001 - --------------------------------------------------- William C. Ballard, Jr., Director /S/ PIER C. BORRA* Date: November 13, 2001 - --------------------------------------------------- Pier C. Borra, Director /S/ RAYMOND W. BRAUN* Date: November 13, 2001 - --------------------------------------------------- Raymond W. Braun, Executive Vice President, Chief Operating Officer and Chief Financial Officer (Principal Financial Officer) /S/ GEORGE L. CHAPMAN Date: November 13, 2001 - --------------------------------------------------- George L. Chapman, Chairman, Chief Executive Officer, President and Director (Principal Executive Officer) /S/ MICHAEL A. CRABTREE* Date: November 13, 2001 - --------------------------------------------------- Michael A. Crabtree, Treasurer & Controller (Principal Accounting Officer) /S/ JEFFREY H. DONAHUE* Date: November 13, 2001 - --------------------------------------------------- Jeffrey H. Donahue, Director /S/ PETER J. GRUA* Date: November 13, 2001 - --------------------------------------------------- Peter J. Grua, Director /S/ SHARON M. OSTER* Date: November 13, 2001 - --------------------------------------------------- Sharon M. Oster, Director /S/ BRUCE G. THOMPSON* Date: November 13, 2001 - --------------------------------------------------- Bruce G. Thompson, Director /S/ R. SCOTT TRUMBULL* Date: November 13, 2001 - --------------------------------------------------- R. Scott Trumbull, Director /S/ RICHARD A. UNVERFERTH* Date: November 13, 2001 - --------------------------------------------------- Richard A. Unverferth, Director *By: /S/ GEORGE L. CHAPMAN Date: November 13, 2001 --------------------------------------------- George L. Chapman, Attorney-In-Fact II-3 EXHIBIT INDEX The following exhibits are filed herewith as part of this registration statement: EXHIBIT NO. EXHIBIT ----------- ------- 4.1 The Health Care REIT, Inc. 1995 Stock Incentive Plan filed as Exhibit 10.6 to Form 10-K filed on March 22, 2000. 4.2 First Amendment to the Health Care REIT, Inc. 1995 Stock Incentive Plan filed as Exhibit 4.2 to Form S-8 filed on November 21, 1997. 4.3 Second Amendment to the Health Care REIT, Inc. 1995 Stock Incentive Plan. 5.1 Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the securities being registered. 23.1 Consent of Ernst & Young, LLP, independent auditors. 23.2 The consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion as an exhibit to this Registration Statement is included in their opinion filed herewith as Exhibit 5.1. 24 Powers of Attorney. II-4 EX-4.3 3 l91455aex4-3.txt EXHIBIT 4.3 EXHIBIT 4.3 SECOND AMENDMENT TO THE HEALTH CARE REIT, INC. 1995 STOCK INCENTIVE PLAN --------------------------- Health Care REIT, Inc., a Delaware corporation (the "Company") hereby amends the Health Care REIT, Inc. 1995 Stock Incentive Plan (the "Plan") in the manner set forth in the terms of this Amendment (the "Amendment"). Capitalized terms used in this Amendment and not otherwise defined shall have the definitions set forth in the Plan. 1. PURPOSE OF THE AMENDMENT. The purpose of this Amendment is to increase the number of shares of the Company's common stock reserved for issuance under the Plan by 1,400,000 shares. 2. AUTHORITY FOR THE AMENDMENT. Paragraph 12.1 of the Plan provides that, to the extent permitted by law, the Board of Directors of the Company may at any time and from time to time amend the Plan in such respects as it shall deem advisable. 3. AMENDMENT TO SECTION 10.1. Paragraph (a) of Section 10.1 of the Plan shall be amended and restated in its entirety, to read as follows: (a) Shares of Common Stock which may be issued pursuant to Options, SARs, Restricted Stock awards or Performance Share awards granted under the Plan may be either authorized and unissued shares of Common Stock or of Common Stock held by the Corporation as treasury stock. The number of shares of Common Stock reserved for issuance under this Plan on the date of any grant on or after May 3, 2001 shall not exceed 3,768,000 shares of Common Stock, subject to such future adjustments as may be made pursuant to Section 10.2. The effectiveness of this Amendment to Section 10.1 set forth in this Paragraph 3 shall be conditioned upon its approval by the Company's stockholders at the next Annual Meeting of Stockholders. 4. AMENDMENT TO SECTION 10.2. Section 10.2 of the Plan shall be amended, effective as of the date hereof, by restating the second sentence of the first paragraph of such Section 10.2, to read as follows: In addition, if the total number of outstanding shares of Common Stock has increased by more than 5 percent during any period of twelve (12) calendar months by reason of equity offerings (including either public offerings and private placements) completed during such period, the Committee shall adjust the total number of shares available for future issuance under the Plan to equal 5.0 percent of the total number of shares outstanding at the end of the final calendar month during such twelve month period; provided that, the total number of shares which may be reserved for issuance pursuant to ISOs granted under the Plan shall not exceed 3,000,000 shares. 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 a duly authorized officer of the Company, hereby executes this Amendment to the Plan on behalf of the Company, as directed and approved by the Board of Directors of Health Care REIT, Inc., effective the 3rd day of May, 2001. HEALTH CARE REIT, INC. By: /S/ ERIN C. IBELE -------------------------------------- Its: Vice President and Corporate Secretary 2 EX-5.1 4 l91455aex5-1.txt EXHIBIT 5.1 . EXHIBIT 5.1 November 21, 2000 George L. Chapman President, Chairman and Chief Executive Officer Health Care REIT, Inc. One SeaGate, Suite 1500 Toledo, Ohio 43604 Re: Registration Statement on Form S-8 for the Health Care REIT, Inc. 1995 Stock Incentive Plan Sir or Madam: We have acted as counsel to Health Care REIT, Inc. (the "Company") in connection with the preparation and filing of its Registration Statement on Form S-8 with the Securities and Exchange Commission pursuant to the requirements of the Securities Act of 1933, as amended, for the registration of an aggregate of 1,863,668 shares of the common stock of the Company, par value $1.00 per share (the "Shares"), issuable to eligible officers and employees of the Company upon the exercise of stock options or as restricted stock awards granted under the Company's 1995 Stock Incentive Plan (the "Plan"). In connection with the following opinion, we have examined and have relied upon such documents, records, certificates, statements and instruments as we have deemed necessary and appropriate to render the opinion herein set forth. Based upon the foregoing, it is our opinion that the Shares issued and sold to eligible employees pursuant to valid exercises of stock options granted under the Plan, as well as the Shares issued as restricted stock awards in a manner consistent with the terms of the Plan will be legally and validly issued, fully paid and nonassessable. The undersigned hereby consents to the filing this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /S/ SHUMAKER, LOOP & KENDRICK, LLP Shumaker, Loop & Kendrick, LLP EX-23.1 5 l91455aex23-1.txt EXHIBIT 23.1 EXHIBIT 23.1 We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1995 Stock Incentive Plan, as amended, of Health Care REIT, Inc. with respect to the consolidated financial statements and schedules of Health Care REIT, Inc., of our report dated January 12, 2001, included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. Toledo, Ohio November 14, 2001 /S/ ERNST & YOUNG LLP ERNST & YOUNG LLP EX-24.1 6 l91455aex24-1.txt EXHIBIT 24.1 EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company's common stock, $1.00 par value per share, offered to eligible employees pursuant to the Company's 1995 Stock Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN and RAYMOND W. BRAUN his true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the other, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as director, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company's common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 13th day of November, 2001. /S/ WILLIAM C. BALLARD, JR. --------------------------------------- William C. Ballard, Jr. Director EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company's common stock, $1.00 par value per share, offered to eligible employees pursuant to the Company's 1995 Stock Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN and RAYMOND W. BRAUN his true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the other, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as director, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company's common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 13th day of November, 2001. /S/ PIER C. BORRA ---------------------------------------- Pier C. Borra Director EXHIBIT 24 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 shares of the Company's common stock, $1.00 par value per share, offered to eligible employees pursuant to the Company's 1995 Stock Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN his true and lawful attorney-in-fact and agent (with full power of substitution and resubstitution), with full power to act, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as the principal financial officer of the Company, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company's common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorney-in-fact and agent, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 13th day of November, 2001. /S/ RAYMOND W. BRAUN -------------------------------------- Raymond W. Braun, Principal Financial Officer EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, 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 shares of the Company's stock, $1.00 par value per share, offered to eligible employees pursuant to the Company's 1995 Stock Incentive Plan, hereby constitutes and appoints RAYMOND W. BRAUN his true and lawful attorney-in-fact and agent, (with full power of substitution and resubstitution), with full power to act, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as director, chairman of the board and principal executive officer to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company's common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorney-in-fact and agent full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 13th day of November, 2001. /S/ GEORGE L. CHAPMAN ----------------------------------------- George L. Chapman, Director, Chairman of the Board and Principal Executive Officer EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS that the undersigned, the principal accounting officer of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company's common stock, $1.00 par value per share, offered to eligible employees pursuant to the Company's 1995 Stock Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN and RAYMOND W. BRAUN his true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the other, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as the principal accounting officer, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company's common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 13th day of November, 2001. /S/ MICHAEL A. CRABTREE -------------------------------------- Michael A. Crabtree Principal Accounting Officer EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company's common stock, $1.00 par value per share, offered to eligible employees pursuant to the Company's 1995 Stock Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN and RAYMOND W. BRAUN his true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the other, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as director, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company's common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 13th day of November, 2001. /S/ JEFFREY H. DONAHUE -------------------------------------- Jeffrey H. Donahue Director EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company's common stock, $1.00 par value per share, offered to eligible employees pursuant to the Company's 1995 Stock Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN and RAYMOND W. BRAUN his true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the other, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as director, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company's common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 13th day of November, 2001. /S/ PETER J. GRUA -------------------------------------- Peter J. Grua Director EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company's common stock, $1.00 par value per share, offered to eligible employees pursuant to the Company's 1995 Stock Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN and RAYMOND W. BRAUN her true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the other, her true and lawful attorney-in-fact and agent, for her and in her name, place and stead, in the capacity as director, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company's common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets her hand this 13th day of November, 2001. /S/ SHARON M. OSTER ---------------------------------------- Sharon M. Oster Director EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company's common stock, $1.00 par value per share, offered to eligible employees pursuant to the Company's 1995 Stock Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN and RAYMOND W. BRAUN his true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the other, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as director, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company's common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 13th day of November, 2001. /S/ BRUCE G. THOMPSON ------------------------------------ Bruce G. Thompson Director EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company's common stock, $1.00 par value per share, offered to eligible employees pursuant to the Company's 1995 Stock Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN and RAYMOND W. BRAUN his true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the other, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as director, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company's common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 13th day of November, 2001. /S/ R. SCOTT TRUMBULL ------------------------------------------ R. Scott Trumbull Director EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the "Company"), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company's common stock, $1.00 par value per share, offered to eligible employees pursuant to the Company's 1995 Stock Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN and RAYMOND W. BRAUN his true and lawful attorneys-in-fact and agents, and each of them (with full power of substitution and resubstitution), with full power to act without the other, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity as director, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company's common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 13th day of November, 2001. /S/ RICHARD A. UNVERFERTH ---------------------------------------- Richard A. Unverferth Director -----END PRIVACY-ENHANCED MESSAGE-----