-----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, Ouz3YahRfV/Di0DVlhNlDUx54feAwuJqK4QhS5MFaaOrXdB28OHCC/5Inmnk7xo4 q5Vuo1huJHdb66CHnDKFCg== 0001209191-06-067368.txt : 20061229 0001209191-06-067368.hdr.sgml : 20061229 20061229152209 ACCESSION NUMBER: 0001209191-06-067368 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061220 FILED AS OF DATE: 20061229 DATE AS OF CHANGE: 20061229 ISSUER: 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 BUSINESS ADDRESS: STREET 1: ONE SEAGATE STE 1500 STREET 2: P O BOX 1475 CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192472800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KLIPSCH FRED S CENTRAL INDEX KEY: 0001275510 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08923 FILM NUMBER: 061305685 BUSINESS ADDRESS: STREET 1: 3502 WOODVIEW TRACE SUITE 210 CITY: INDIANAAPOLIS STATE: IN ZIP: 46268 BUSINESS PHONE: 3178608212 3 1 doc3.xml FORM 3 SUBMISSION X0202 3 2006-12-20 0 0000766704 HEALTH CARE REIT INC /DE/ HCN 0001275510 KLIPSCH FRED S ONE SEAGATE, SUITE 1500 TOLEDO OH 43604 1 1 0 0 Vice Chairman Common Stock 112291 D Common Stock 22682 D Total Common Stock 134973 D Option (RIght to Buy) 26.61 2006-12-20 2012-08-15 Common Stock 9679 D Option (Right to Buy) 26.61 2006-12-20 2013-08-04 Common Stock 4509 D Option (Right to Buy) 26.61 2006-12-20 2013-08-04 Common Stock 3847 D Option (Right to Buy) 26.61 2006-12-20 2014-07-26 Common Stock 3396 D Option (Right to Buy) 26.61 2006-12-20 2014-07-26 Common Stock 13527 D Option (Right to Buy) 26.61 2006-12-20 2014-07-26 Common Stock 2014 D Option (Right to Buy) 33.51 2006-12-20 2015-07-25 Common Stock 1803 D Option (Right to Buy) 33.51 2006-12-20 2015-07-25 Common Stock 7214 D Option (Right to Buy) 32.80 2006-12-20 2015-12-19 Common Stock 33817 D Option (Right to Buy) 32.60 2006-12-20 2016-07-31 Common Stock 13527 D The shares are being issued pursuant to an Agreement and Plan of Merger by and among Health Care REIT, Inc., Heat Merger Sub, LLC ("Merger Sub"), Heat OP Merger Sub, L.P. ("OP Merger Sub"), Windrose Medical Properties Trust ("Windrose"), and Windrose Medical Properties, L.P. ("Windrose OP") dated as of September 12, 2006 and amended as of October 12, 2006 (the "Merger Agreement") pursuant to which, effective December 20, 2006, Windrose merged with and into Merger Sub and OP Merger Sub merged with and into Windrose OP (collectively, the "Mergers"). The shares are being issued to reflect the conversion in the Mergers of the common shares of beneficial interest of Windrose and the partnership interests of Windrose OP owned by Mr. Klipsch prior to the effective time of the Mergers. Mr. Klipsch has the contractual right to receive these shares on January 2, 2007 for no cash consideration as a retention bonus pursuant to a consulting agreement with Health Care REIT, Inc. dated September 12, 2006, which rights vested on December 19, 2006. The options are being granted pursuant to the Merger Agreement in exchange for certain options for shares of beneficial interest of Windrose held by Mr. Klipsch prior to the effective time of the Mergers. By: Erin C. Ibele Attorney-in-Fact For: Fred S. Klipsch 2006-12-29 EX-24.3_164775 2 poa.txt POA DOCUMENT POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby constitutes and appoints each of George L. Chapman and Erin C. Ibele signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as Vice Chairman and Director of Health Care REIT, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of December, 2006. /S/ Fred S. Klipsch _____________________________ Signature Fred S. Klipsch _____________________________ Print Name -----END PRIVACY-ENHANCED MESSAGE-----