8-K

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) April 26, 2005

Health Care REIT, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-8923	34-1096634
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One SeaGate, Suite 1500, Toledo, Ohio
(Address of principal executive offices) 43604
(Zip Code)

Registrant’s telephone number, including area code (419) 247-2800

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On April 26, 2005, the Company issued a press release announcing its intent to offer $250 million in aggregate principal amount of senior unsecured notes due 2015. The press release is posted on the Company’s Web site (www.hcreit.com) under the heading Press Releases. A copy of the press release has been furnished as Exhibit 99.1 to this Current Report.

Also on April 26, 2005, the Company issued a press release announcing the commencement of a cash tender offer for any and all of the Company’s $100 million outstanding principal amount of 7.625% senior notes due March 2008. This press release is posted on the Company’s Web site and a copy has been furnished as Exhibit 99.2 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Exhibits.

99.1	Press Release dated April 26, 2005 regarding offer of senior notes
99.2	Press Release dated April 26, 2005 regarding tender offer

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: April 26, 2005

EX-99.1

EXHIBIT 99.1

April 26, 2005
For more information contact:
Ray Braun — (419) 247-2800
Mike Crabtree — (419) 247-2800
Scott Estes – (419) 247-2800

HEALTH CARE REIT, INC.

ANNOUNCES INTENTION TO OFFER $250 MILLION
IN SENIOR NOTES

Toledo, Ohio, April 26, 2005...Health Care REIT, Inc. (NYSE/HCN) announced today that it intends to offer, subject to market and other conditions, $250 million in aggregate principal amount of senior unsecured notes due 2015.

The company intends to use proceeds from this offering to fund: (a) a redemption of all of its outstanding 8.17% notes due March 2006; (b) a redemption of at least $75.0 million of its 7.5% notes due August 2007; and (c) a proposed public tender offer for any and all of its 7.625% senior notes due March 2008.

In the event Health Care REIT, Inc. does not use the full amount of the net proceeds from this offering to complete the redemptions and tender offer described above, the company intends to use the remaining net proceeds to repay borrowings under its unsecured lines of credit arrangements and other outstanding indebtedness.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Health Care REIT, Inc., with headquarters in Toledo, Ohio, is a real estate investment trust that invests primarily in skilled nursing and assisted living facilities. At March 31, 2005, the company had investments in 237 assisted living facilities, 153 skilled nursing facilities and eight specialty care facilities located in 35 states and managed by 51 different operators.

This document may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. When the company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” or similar expressions, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. The company’s expected results may not be achieved, and actual results may differ materially from expectations. This may be a result of various factors, including, but not limited to: the status of the economy; the status of capital markets, including prevailing interest rates; serious issues facing the health

care industry, including compliance with, and changes to, regulations and payment policies and operators’ difficulty in obtaining and maintaining adequate liability and other insurance; changes in financing terms; competition within the health care and senior housing industries; changes in federal, state and local legislation; negative developments in the operating results or financial condition of operators, including, but not limited to, their ability to pay rent and repay loans; the company’s ability to transition or sell facilities with a profitable result; inaccuracies in any of the company’s assumptions; and changes in rules or practices governing the company’s financial reporting. Finally, the company assumes no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements.

#####

EX-99.2

EXHIBIT 99.2

April 26, 2005
For more information contact:
Ray Braun — (419) 247-2800
Mike Crabtree — (419) 247-2800
Scott Estes — (419) 247-2800

HEALTH CARE REIT, INC.
ANNOUNCES TENDER OFFER FOR 7.625% SENIOR NOTES DUE 2008

Toledo, Ohio, April 26, 2005...Health Care REIT, Inc. (NYSE/HCN) announced today that it will commence a cash tender offer for any and all of its $100 million outstanding principal amount of 7.625% senior notes due March 2008. The tender offer will be made upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 26, 2005.

The tender offer is scheduled to expire at 5:00 p.m., Eastern time, on May 4, 2005, unless extended or earlier terminated. The company has retained Deutsche Bank Securities Inc. as the sole dealer manager in connection with this tender offer.

Under the terms of the tender offer, the total payment for the notes will be determined by reference to the fixed spread over the yield to maturity of the applicable United States Treasury reference security listed in the table below, plus accrued and unpaid interest. Holders wishing to sell securities pursuant to the offer should contact their salesperson at Deutsche Bank Securities Inc. at the telephone numbers set forth below between 9:00 a.m. and 5:00 p.m. Eastern time on any New York Stock Exchange trading day on or before the date on which the offer expires. A holder that does not have an account with the dealer manager must tender through the holder’s financial institution. Payment for tendered securities will be made in same day funds on the third New York Stock Exchange trading day following the date on which the holder accepts the offer with respect to such security.

CUSIP Number	Aggregate Principal Amount Outstanding	Title of Security	Maturity Date	U.S. Treasury Reference Security	Reference Source*	Fixed Spread
42217K AF3	$100,000,000	7.625% Notes due 2008	March 15, 2008	U.S. Treasury 3.375% Note Due 02/15/2008	PX1	0.75%

* Refers to the page number of the Bloomberg Government Pricing Monitor.

This announcement is not a solicitation of tender with respect to any notes, nor does it constitute an offer to sell or buy any security in any jurisdiction in which such offering would be unlawful. The tender offer is being made solely pursuant to the Offer to Purchase. Questions regarding the tender offer should be

directed to Deutsche Bank Securities Inc. attention: Liability Management Group at (212) 250-2955 or toll free at (866) 627-0391. Requests for documents in conjunction with this tender offer should be directed to the information agent for the tender offer, Global Bondholder Services Corporation at (866) 540-1500.

Health Care REIT, Inc., with headquarters in Toledo, Ohio, is a real estate investment trust that invests primarily in skilled nursing and assisted living facilities. At March 31, 2005, the company had investments in 237 assisted living facilities, 153 skilled nursing facilities and eight specialty care facilities located in 35 states and managed by 51 different operators.

This document may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. When the company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” or similar expressions, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. The company’s expected results may not be achieved, and actual results may differ materially from expectations. This may be a result of various factors, including, but not limited to: the status of the economy; the status of capital markets, including prevailing interest rates; serious issues facing the health care industry, including compliance with, and changes to, regulations and payment policies and operators’ difficulty in obtaining and maintaining adequate liability and other insurance; changes in financing terms; competition within the health care and senior housing industries; changes in federal, state and local legislation; negative developments in the operating results or financial condition of operators, including, but not limited to, their ability to pay rent and repay loans; the company’s ability to transition or sell facilities with a profitable result; inaccuracies in any of the company’s assumptions; and changes in rules or practices governing the company’s financial reporting. Finally, the company assumes no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements.

#####