-----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, UXQ1v6MBL2NJ0yyvhW1Etqiiai38LM0Bx9kAZkmXkByKwh9Eok7R3rJVwk8U8jyZ n6pz4I182OCr25E+pcDJrg== 0000950152-03-009777.txt : 20031114 0000950152-03-009777.hdr.sgml : 20031114 20031114145932 ACCESSION NUMBER: 0000950152-03-009777 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031112 ITEM INFORMATION: Other events FILED AS OF DATE: 20031114 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08923 FILM NUMBER: 031003617 BUSINESS ADDRESS: STREET 1: ONE SEAGATE STE 1500 STREET 2: P O BOX 1475 CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192472800 8-K 1 l04184be8vk.txt HEALTH CARE REIT, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2003 HEALTH CARE REIT, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-8923 34-1096634 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification Number) One SeaGate, Suite 1500, Toledo, Ohio 43604 (Address of principal executive office) (Zip Code)
(419) 247-2800 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS Effective October 23, 2000, the Securities and Exchange Commission (the "SEC") adopted new rules related to insider trading. One of these new rules, Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), provides an exemption to the insider trading rules in the form of an affirmative defense. Rule 10b5-1 recognizes the creation of formal programs under which executives and other insiders may sell the securities of publicly traded companies on a regular basis pursuant to written plans that are entered into at a time when the plan participants are not aware of material non-public information and that otherwise comply with the requirements of Rule 10b5-1. On January 28, 2003, the Board of Directors of Health Care REIT, Inc. (the "Company") adopted a resolution modifying its insider trading policy to allow insiders to sell securities of the Company pursuant to pre-arranged trading plans. As previously reported, effective February 5, 2003, Raymond W. Braun, President and Chief Financial Officer of the Company, and Erin C. Ibele, Vice President and Corporate Secretary of the Company, adopted individualized trading plans under Rule 10b5-1 of the 1934 Act. Effective November 12, 2003, Mr. Braun modified his plan pursuant to which he instructed his broker to exercise options and sell up to 149,156 shares of the Company's common stock during the period between December 15, 2003 and December 31, 2004. The number of shares to be exercised and sold under Mr. Braun's plan ranges from 9,559 to 22,000 shares per month, not including any unsold shares that might be carried over from a previous month. Effective November 12, 2003, Ms. Ibele entered into a new plan pursuant to which she instructed her broker to exercise options and sell up to 42,172 shares of the Company's common stock during the period between February 1, 2004 and December 31, 2004. The number of shares to be exercised and sold under Ms. Ibele's plan ranges from 2,172 to 4,000 shares per month, not including any unsold shares that might be carried over from a previous month. Reports of the details of actual sales under the plans will be filed by Mr. Braun and Ms. Ibele on Forms 4 in accordance with SEC regulations. SIGNATURE Pursuant to the requirements of the 1934 Act, the Registrant had duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. HEALTH CARE REIT, INC. By: /s/ George L. Chapman -------------------------------- George L. Chapman Its: Chairman of the Board and Chief Executive Officer Dated: November 14, 2003
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