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) March 17, 2006

Health Care REIT, Inc.

(Exact name of registrant as specified in its charter)

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

One SeaGate, Suite 1500, Toledo, Ohio	43604
(Address of principal executive offices)	(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 1.01 Entry into a Material Definitive Agreement.

Effective March 17, 2006, the Board of Directors of Health Care REIT, Inc. (the “Company”) has appointed Scott A. Estes to the position of Senior Vice President and Chief Financial Officer of the Company. Mr. Estes previouly served as Vice President of Finance of the Company. In connection with this appointment, Mr. Estes’s annual base salary has been increased from $187,110 to $225,000.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

As described above, effective March 17, 2006, the Board of Directors of the Company has appointed Scott A. Estes to the position of Senior Vice President and Chief Financial Officer of the Company. Mr. Estes, 35, joined the Company in April 2003 and has served as Vice President of Finance since that time. From January 2000 to April 2003, Mr. Estes served as a Senior Research Analyst and Vice President with Deutsche Bank Securities. From January 1998 to December 1999, Mr. Estes served as a Senior Equity Analyst and Vice President with Bank of America Securities.

The Company entered into an employment agreement with Mr. Estes effective April 28, 2003. The employment agreement expires January 31, 2007, subject to optional successive two-year renewal terms. Mr. Estes’s annual base salary has been increased to $225,000, and he is eligible for discretionary annual bonuses and stated fringe benefits. If Mr. Estes is terminated without cause, he would receive severance pay for the remaining term of the agreement or for 12 months, whichever is greater. If he resigns during the 12 months following a “change in corporate control” (as defined in the employment agreement), he would receive severance pay for 24 months. These severance benefits would be made in a series of monthly payments, in an amount equal to one-twelfth of the sum of his annual base salary and the greater of his annual bonus for the last fiscal year immediately preceding the change in corporate control or a minimum bonus equal to 35% of his annual base salary. At Mr. Estes’s election, the Company may instead be required to make an immediate lump sum payment equal to the present value of such monthly payments, calculated using a discount rate equal to the interest rate on 90-day Treasury Bills reported at the date the election is received by the Company. Mr. Estes’s stock option and restricted stock awards under the 1995 Stock Incentive Plan and 2005 Long-Term Incentive Plan would become vested and immediately exercisable in the event of a change in corporate control, or upon his death, disability or termination without cause. In addition, if it is determined that any payment by the Company to Mr. Estes would be a golden parachute subject to excise tax, the amount of the payments to him would be increased to cover such excise tax.

Raymond W. Braun, who has served as President and Chief Financial Officer of the Company since May 2002, will continue to serve as President of the Company.

Item 7.01 Regulation FD Disclosure.

In addition to the appointment described above, effective March 17, 2006, the Board of Directors of the Company appointed Charles J. Herman, Jr. as Executive Vice President and Chief Investment Officer, Jeffrey H. Miller as Executive Vice President and General Counsel, Erin C. Ibele as Senior Vice President-Administration and Corporate Secretary and Michael A. Crabtree as Vice President and Treasurer. The press release issued by the Company in connection with these appointments is furnished herewith as Exhibit 99.1.

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 March 17, 2006

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: March 23, 2006

EX-99.1

EXHIBIT 99.1

F O R    I M M E D I A T E   R E L E A S E

March 17, 2006

For more information contact:

Ray Braun — (419) 247—2800

Mike Crabtree — (419) 247—2800

Scott Estes — (419) 247—2800

HEALTH CARE REIT, INC. ANNOUNCES
MANAGEMENT PROMOTIONS AND APPOINTMENTS

Scott Estes Promoted to Chief Financial Officer
Jay Morgan and Joe Weisenburger Appointed Vice Presidents

Toledo, Ohio, March 17, 2006......Health Care REIT, Inc. (NYSE:HCN) announced today several management promotions and appointments.

Scott A. Estes has been promoted to senior vice president and chief financial officer from vice president of finance effective March 17, 2006. Raymond W. Braun, who has served as president and chief financial officer of the company since May 2002, will continue to serve as president of the company.

The company also announced the following senior management promotions:

• Charles J. Herman, Jr. to executive vice president and chief investment officer from vice president and chief investment officer.

• Jeffrey H. Miller to executive vice president and general counsel from vice president and general counsel.

• Erin C. Ibele to senior vice president – administration and corporate secretary from vice president – administration and corporate secretary.

• Michael A. Crabtree to vice president and treasurer from treasurer.

Also announced were the appointments of Jay Morgan to the newly created position of vice president-acute care investments, and Joseph P. Weisenburger to the newly created position of vice president-senior housing. Mr. Morgan was most recently a vice president in the real estate investment banking group at Lehman Brothers, and previously an analyst with Health Care REIT. Mr. Weisenburger has been with the company since 1998, most recently serving as investment officer.

George L. Chapman, chairman and chief executive officer of Health Care REIT, Inc. commented, “Scott’s promotion to chief financial officer is an acknowledgement of his demonstrated financial and capital markets proficiency. He has been a tremendous addition to our executive team and we have welcomed his insight.

“Over the last several years, we have built an exceptional team that has been instrumental in the successful execution of our disciplined strategy. As we continue to adapt to the changes within the health care industry, we have made the decision to commit resources specifically to acute care and senior housing — important and growing segments of the business. We are pleased to have Jay, who is rejoining the company, along with Joe, who has been with HCN since 1998, spearheading the management of these vital areas. Moreover, all of these well-deserved promotions and appointments are in recognition of the contributions and accomplishments that all of these individuals have made, and the confidence we have in their continued involvement in our future growth.”

Health Care REIT, Inc., with headquarters in Toledo, Ohio, is a real estate investment trust that invests in health care and senior housing properties. At December 31, 2005, the company had investments in 442 facilities in 36 states with 54 operators and had total assets of approximately $3.0 billion. The portfolio included 195 assisted living facilities, 203 skilled nursing facilities, 31 independent living/continuing care retirement communities and 13 specialty care facilities. More information is available on the Internet at www.hcreit.com.

This document may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern and are based upon, among other things, the future growth and expansion of the company’s portfolio; its ability to make distributions; its policies and plans regarding corporate administration, investments, financings and other matters; its ability to access capital and financial markets or other sources of funds; and its ability to meet its earnings guidance. When the company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “estimate” 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; changes in the health care industry and the payment for services; changes in financing terms; competition within the health care and senior housing industries; negative developments in the operating results or financial condition of operators; the company’s ability to transition or sell facilities with a profitable result; the failure of closings to occur as and when anticipated; acts of God or third parties affecting our properties; the company’s ability to reinvest sale proceeds at similar rates to assets sold; operator bankruptcies or insolvencies; government regulations affecting Medicare and Medicaid reimbursement rates; liability claims and insurance costs for operators; unanticipated difficulties and/or expenditures relating to future acquisitions and dispositions; environmental laws affecting the company’s properties; delays in reinvestment of sale proceeds; changes in rules or practices governing the company’s financial reporting; and structure related factors, including real estate investment trust qualification, anti-takeover provisions and key management personnel. 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.