SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
HEALTH CARE REIT, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[HEALTH CARE REIT LOGO]
F O R I M M E D I A T E R E L E A S E
MAY 12, 2003
FOR MORE INFORMATION CONTACT:
RAY BRAUN - (419) 247-2800
MIKE CRABTREE - (419) 247-2800
HEALTH CARE REIT, INC.
ANNOUNCES RESULTS OF PROXY PROPOSALS
TOLEDO, OHIO, MAY 12, 2003 - Health Care REIT, Inc. (NYSE/HCN) announced the
results of its Annual Meeting of Stockholders held on Thursday, May 1, 2003.
The following proposals submitted at the meeting were approved:
- The election of three directors for a term of three years;
- The amendment to the second restated certificate of incorporation
to increase the number of authorized shares of common stock, from
75,000,000 to 125,000,000; and
- The ratification of the appointment of Ernst & Young LLP as
independent auditors for the fiscal year 2003.
The annual meeting was adjourned until May 23, 2003 at 10:00 a.m., in order to
continue the consideration of the proposal to amend its certificate of
incorporation to increase the number of authorized shares of preferred stock.
The reconvened meeting will be held on May 23, 2003, at 10:00 a.m. in the
Auditorium of One SeaGate, Toledo, Ohio. The sole purpose of the meeting will be
to consider the proposal to amend the company's certificate of incorporation to
increase the number of authorized shares of preferred stock from 10,000,000 to
25,000,000. No other business will take place at the reconvened meeting.
The board of directors of Health Care REIT, Inc. has unanimously recommended a
vote FOR amending the certificate to increase the number of authorized shares of
preferred stock because the board believes it will provide the company with
greater flexibility in connection with future transactions or other corporate
purposes. The board of directors intends to use the increase in the number of
shares of preferred stock for capital formation purposes rather than
anti-takeover purposes so that any series of the newly authorized shares will
not have voting power that exceeds the shares' economic interest in the company,
consistent with past issuances by the company of shares of preferred stock.
Institutional Shareholder Services (ISS), widely recognized as the leading
independent proxy advisory firm in the nation, has recommended that Health Care
REIT, Inc. stockholders vote FOR this proposal.
Stockholders as of the original record date of March 6, 2003 will be entitled to
vote by proxy, or in person at the reconvened meeting. It is not necessary for
stockholders who have already voted by proxy to take any further action.
Questions regarding the voting of shares may be directed towards the company's
proxy solicitor, Mellon Investor Services, at (800)-261-8056 (toll free) or
(201)-373-5156 (call collect).
Stockholders are advised to read the definitive proxy materials prepared by
management in connection with the solicitation of proxies from stockholders of
Health Care REIT, Inc. Copies of the proxy materials filed by Health Care REIT,
Inc. with the Securities and Exchange Commission may be obtained, free of
charge, from the web site www.sec.gov, or the company's web site,
www.hcreit.com. These proxy materials may also be obtained free of charge by
contacting the company's proxy solicitor at the numbers provided above.
Health Care REIT, Inc., with headquarters in Toledo, Ohio, is a real estate
investment trust that invests in health care facilities, primarily skilled
nursing and assisted living facilities. At March 31, 2003, we had investments in
248 health care facilities in 33 states with 46 operators and had total assets
of approximately $1.6 billion. For more information on Health Care REIT, Inc.,
via facsimile at no cost, dial 1-800-PRO-INFO and enter the company code - HCN.
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 the possible expansion of our portfolio; the performance of our
operators and properties; our ability to enter into agreements with new viable
tenants for properties which we take back from financially troubled tenants, if
any; our ability to make distributions; our policies and plans regarding
investments, financings and other matters; our tax status as a real estate
investment trust; our ability to appropriately balance the use of debt and
equity; and our ability to access capital markets or other sources of funds.
When we use words such as "believe," "expect," "anticipate," or similar
expressions, we are making forward-looking statements. Forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties. Our expected results may not be achieved, and actual results may
differ materially from our 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; compliance with and
changes to regulations and payment policies within the health care industry;
changes in financing terms; competition within the health care and senior
housing industries; and changes in federal, state and local legislation.
Finally, we assume 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.