-----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, NHirKJiibApynW/ZSs73yIlMntnP8zRdgZ3Xv4VEJRhoS8d5pvjy9Hj6biSpmfZj JYHqadOWzXQha4yJWjwAtQ== 0000950152-02-006538.txt : 20020819 0000950152-02-006538.hdr.sgml : 20020819 20020819164102 ACCESSION NUMBER: 0000950152-02-006538 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020819 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: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08923 FILM NUMBER: 02742770 BUSINESS ADDRESS: STREET 1: ONE SEAGATE STE 1500 STREET 2: P O BOX 1475 CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192472800 10-Q/A 1 l95938ae10vqza.txt HEALTH CARE REIT, INC. 10-Q/A FORM 10-Q/A AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002 ------------------------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ ] For the transition period from __________________ to __________________ COMMISSION FILE NUMBER 1-8923 HEALTH CARE REIT, INC. ---------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 34-1096634 - -------- ---------- (State or jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE SEAGATE, SUITE 1500, TOLEDO, OHIO 43604 - ------------------------------------- ----- (Address of principal executive office) (Zip Code) (Registrant's telephone number, including area code) (419) 247-2800 ----------------------- - ---------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]. No [ ]. APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ]. No [ ]. APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of August 1, 2002. Class: Shares of Common Stock, $1.00 par value Outstanding 38,989,230 shares EXPLANATORY NOTE ---------------- This Amendment No. 1 to Health Care REIT, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the "Form 10-Q") is being filed solely to correct a typographical error on Exhibits 99.1 and 99.2 (April 14, 2002 was inadvertently typed on the certificates instead of August 14, 2002) and to indicate that the certifications were signed and on file with the Company on August 14, 2002. Other than the foregoing, no revisions have been made to the Form 10-Q. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (a) Exhibits 10.1 Credit Agreement between Health Care REIT, Inc. and Fifth Third Bank dated as of May 31, 2002. * 99.1 Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer. * 99.2 Certification pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer. 99.3 Press release dated May 7, 2002. 99.4 Press release dated May 9, 2002. 99.5 Press release dated July 2, 2002. 99.6 Press release dated July 9, 2002. 99.7 Press release dated July 16, 2002. (b) Reports on Form 8-K Form 8-K filed on May 8, 2002. Form 8-K/A filed on May 8, 2002. * These Exhibits are being refiled to correct a typographical error (to change April to August) and to indicate that the certifications were signed and on file with the Company on August 14, 2002. -2- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HEALTH CARE REIT, INC. Date: August 19, 2002 By: /S/ GEORGE L. CHAPMAN ------------------------------ --------------------------------- George L. Chapman, Chairman and Chief Executive Officer Date: August 19, 2002 By: /S/ RAYMOND W. BRAUN ------------------------------ --------------------------------- Raymond W. Braun, President and Chief Financial Officer Date: August 19, 2002 By: /S/ MICHAEL A. CRABTREE - ----------------------------------- --------------------------------- Michael A. Crabtree, Chief Accounting Officer -3- EXHIBIT INDEX The following documents are included in this Form 10-Q/A as Exhibits:
DESIGNATION NUMBER UNDER ITEM 601 OF REGULATION S-K EXHIBIT DESCRIPTION -------------- ------------------- 99.1 Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer. 99.2 Certification pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer.
-4- EX-99.1 3 l95938aexv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 I, George L. Chapman, the Chief Executive Officer of Health Care REIT, Inc. (the "Company"), certify that (i) the Quarterly Report on Form 10-Q for the Company for the quarter ended June 30, 2002 (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ George L. Chapman ------------------------------- George L. Chapman Chief Executive Officer Dated: August 14, 2002 -5- EX-99.2 4 l95938aexv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 I, Raymond W. Braun, the Chief Financial Officer of Health Care REIT, Inc. (the "Company"), certify that (i) the Quarterly Report on Form 10-Q for the Company for the quarter ended June 30, 2002 (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Raymond W. Braun ----------------------- Raymond W. Braun Chief Financial Officer Dated: August 14, 2002 -6- -----END PRIVACY-ENHANCED MESSAGE-----