8-A12B 1 l09474ae8va12b.txt HEALTH CARE REIT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HEALTH CARE REIT, INC. (Exact name of registrant as specified in its charter) DELAWARE 34-1096634 (State of incorporation) (I.R.S. Employer Identification No.) One SeaGate, Suite 1500, Toledo, Ohio 43604 (Address of principal executive offices) (Zip Code) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of each class Name of each exchange on which to be so registered each class is to be registered 7 5/8% Series F Cumulative New York Stock Exchange Redeemable Preferred Stock If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box: [X] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box: [ ] Securities Act registration statement file number to which this form relates: 333-107280 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A description of the 7 5/8% Series F Cumulative Redeemable Preferred Stock (the "Series F Preferred Stock") to be registered hereunder is contained in the section entitled "Description of Our Preferred Stock" on pages 18 through 22 of the prospectus included in the Registrant's Form S-3 Registration Statement (File No. 333-107280) as filed with the Securities and Exchange Commission on July 23, 2003, as amended, and as supplemented in the section entitled "Description of Series F Preferred Stock" on pages S-38 through S-44 of the prospectus supplement to be filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended. Such description is incorporated herein by reference. ITEM 2. EXHIBITS. 2.1 Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company's Form 10-K filed March 20, 2000, and incorporated herein by reference thereto). 2.2 Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company's Form 10-K filed March 20, 2000, and incorporated herein by reference thereto). 2.3 Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company's Form 8-K filed June 13, 2003, and incorporated herein by reference thereto). 2.4 Amended and Restated By-Laws of the Company (filed with the Commission as Exhibit 3.1 to the Company's Form 8-K filed September 8, 2004, and incorporated herein by reference thereto). 2.5 Form of Certificate of Designation of 7 5/8% Series F Cumulative Redeemable Preferred Stock. 2.6 Specimen Share Certificate for 7 5/8% Series F Cumulative Redeemable Preferred Stock. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: September 10, 2004 HEALTH CARE REIT, INC. By /s/ George L. Chapman ------------------------------ George L. Chapman Chairman of the Board and Chief Executive Officer INDEX TO EXHIBITS 2.1 Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company's Form 10-K filed March 20, 2000, and incorporated herein by reference thereto). 2.2 Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company's Form 10-K filed March 20, 2000, and incorporated herein by reference thereto). 2.3 Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company's Form 8-K filed June 13, 2003, and incorporated herein by reference thereto). 2.4 Amended and Restated By-Laws of the Company (filed with the Commission as Exhibit 3.1 to the Company's Form 8-K filed September 8, 2004, and incorporated herein by reference thereto). 2.5 Form of Certificate of Designation of 7 5/8% Series F Cumulative Redeemable Preferred Stock. 2.6 Specimen Share Certificate for 7 5/8% Series F Cumulative Redeemable Preferred Stock.