Attached files
| file | filename |
|---|---|
| EX-12 - EX-12 - WELLTOWER INC. | d307232dex12.htm |
| EX-99.1 - EX-99.1 - WELLTOWER INC. | d307232dex991.htm |
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) February 29, 2012
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.) |
| 4500 Dorr Street | 43615 | |
| (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):
| ¨ | 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. |
Health Care REIT, Inc. (the “Company”) announced that it will redeem all 4,000,000 shares of its 7 7/8% Series D Cumulative Redeemable Preferred Stock on April 2, 2012 at a redemption price of $25.00 per share plus accrued and unpaid dividends through April 2, 2012. The redemption price does not include the $0.49219 per share quarterly dividend that will be paid separately on or after April 16, 2012 to holders of record of the Series D Preferred Stock on March 30, 2012. The press release announcing the redemption is attached as Exhibit 99.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K also includes Exhibit 12, Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends (unaudited), which supersedes Exhibit 12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 12 | Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends (unaudited) | |
| 99.1 | Press release dated February 29, 2012 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| HEALTH CARE REIT, INC. | ||
| By: | /s/ GEORGE L. CHAPMAN | |
| George L. Chapman | ||
| Its: | Chairman of the Board, Chief Executive Officer and President | |
Dated: February 29, 2012