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 12, 2006
HEALTH CARE REIT, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-8923
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34-1096634 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
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.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
Amendment No. 1 to Agreement and Plan of Merger
On October 12, 2006, Health Care REIT, Inc., a Delaware corporation (Health Care REIT), Heat
Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Health Care
REIT, and Heat OP Merger Sub, L.P., a Virginia limited partnership and a wholly-owned subsidiary of
Health Care REIT, entered into Amendment No. 1 to Agreement and Plan of Merger (the Amendment)
with Windrose Medical Properties Trust, a Maryland real estate investment trust (Windrose), and
Windrose Medical Properties, L.P., a Virginia limited partnership and Windroses operating
partnership (Windrose OP), in order to amend the Agreement and Plan of Merger dated as of
September 12, 2006 among the parties (the Original Agreement) providing for the merger of
Windrose with and into Heat Merger Sub, LLC, with Heat Merger Sub, LLC continuing as the surviving
entity (the Merger) and the merger of Heat OP Merger Sub, L.P. with and into Windrose OP, with
Windrose OP continuing as the surviving entity.
The Amendment provides for a change in the consideration to be received by the holders of the
7.5% Series A Cumulative Convertible Preferred Shares of beneficial interest, $0.01 par value per
share, of Windrose (the Windrose preferred shares) at the effective time of the Merger.
The Original Agreement provided that, at the effective time of the Merger, each holder of
Windrose preferred shares issued and outstanding immediately prior to the effective time of the
Merger would receive for each Windrose preferred share held by such holder a cash payment equal to
the sum of $25.00 per share plus an amount equal to any accrued and unpaid dividends thereon to the
effective time of the Merger, without interest. The Amendment provides that, at the effective time
of the Merger, each holder of Windrose preferred shares issued and outstanding immediately prior to
the effective time of the Merger will instead receive one share of the 7.5% Series G Cumulative
Convertible Preferred Stock of Health Care REIT, $1.00 par value per share, having substantially
similar rights and preferences as the Windrose preferred shares and to be established prior to the
consummation of the transaction.
The foregoing description of certain terms of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is
attached as Exhibit 2.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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2.1
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Amendment No. 1 to Agreement and Plan of Merger, dated as of
October 12, 2006, by and among Health Care REIT, Inc., Heat
Merger Sub, LLC, Heat OP Merger Sub, L.P., Windrose Medical
Properties Trust and Windrose Medical Properties, L.P. |
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.
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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.
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