8-K 1 a5226691.htm HEALTH CARE REIT, INC. 8-K Health Care REIT, Inc. 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) September 13, 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):
 
[X]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[  ]   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 September 13, 2006, Health Care REIT, Inc. (the “Company”) announced that it had entered into an agreement to acquire Windrose Medical Properties Trust (“Windrose”). 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 is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Additional Information and Where to Find It

In connection with this proposed transaction, a registration statement of the Company, which will contain a proxy statement/prospectus, will be filed with the United States Securities and Exchange Commission (“SEC”).  Investors are urged to carefully read the proxy statement/prospectus and any other relevant documents filed with the SEC when they become available because they will contain important information. Investors will be able to obtain the registration statement, including the proxy statement/prospectus, and all other relevant documents filed by the Company or Windrose with the SEC free of charge at the SEC’s Web site www.sec.gov or, with respect to documents filed by the Company, from Health Care REIT, Inc. Investor Relations at One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio, 43603-1475, 419-247-2800 and, with respect to documents filed by Windrose, from Windrose Investor Relations at 3502 Woodview Trace, Suite 210, Indianapolis, Indiana, 46268, 317-860-8875.

Participants in the Solicitation

The respective directors, trustees, executive officers and other members of management and employees of the Company and Windrose may be deemed to be participants in the solicitation of proxies from the shareholders of Windrose in favor of the transactions. Information about the Company and its directors and executive officers, and their ownership of Company securities, is set forth in the proxy statement for the Company’s 2006 Annual Meeting of Stockholders, which was filed with the SEC on March 28, 2006. Information about Windrose and its trustees and executive officers, and their ownership of Windrose securities, is set forth in the proxy statement for the 2006 Annual Meeting of Shareholders of Windrose, which was filed with the SEC on April 10, 2006. Additional information regarding the interests of those persons may be obtained by reading the proxy statement/prospectus when it becomes available.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.

99.1
Press release dated September 13, 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: September 13, 2006