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): October 6, 2006
HEALTH
CARE REIT, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
1-8923
|
|
34-1096634 |
|
|
|
|
|
(State or other jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer |
of incorporation)
|
|
|
|
Identification No.) |
One
SeaGate, Suite 1500
Toledo, Ohio 43604
(Address and zip code of principal executive offices)
Registrants
telephone number, including area code: (419) 247-2800
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.):
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting materials 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))
TABLE OF CONTENTS
Item 8.01. Other Events.
On
October 6, 2006, Health Care REIT, Inc., a Delaware corporation (Health Care REIT), and
Windrose Medical Properties Trust, a Maryland real estate investment trust (Windrose), announced
a proposed change in the consideration issuable to holders of Windroses 7.5% Series A Cumulative Convertible Preferred
Shares under the recently announced merger agreement between the parties. The press release is
posted on Health Care REITs 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 on Form 8-K and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
|
|
|
|
99.1
|
|
|
|
Press release dated October 6, 2006
|
Additional Information and Where to Find It
In connection with this proposed transaction, a registration statement of Health Care REIT,
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
Health Care REIT or Windrose with the SEC free of charge at the SECs Web site www.sec.gov or, with
respect to documents filed by Health Care REIT, from Health Care REIT 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 Health Care REIT 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 Health
Care REIT and its directors and executive officers, and their ownership of Health Care REIT
securities, is set forth in the proxy statement for Health Care REITs 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
Health Care REIT, Inc.
|
|
Dated: October 6, 2006 |
By: |
/s/
George L. Chapman |
|
|
|
Name: |
George L. Chapman |
|
|
|
Title: |
Chairman of the Board and Chief Executive Officer |
|