UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2006
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the transition period from to
Commission File number 1-8923
HEALTH CARE REIT, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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34-1096634 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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| One SeaGate, Suite 1500, Toledo, Ohio
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43604 |
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| (Address of principal executive office)
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(Zip Code) |
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(419) 247-2800
(Registrant’s telephone number, including area code) |
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to the filing requirements for at least the past 90 days.
Yesþ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated
filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
Yes o No þ
As of October 13, 2006, the registrant had 63,067,226 shares of common stock outstanding.
TABLE OF CONTENTS
Explanatory Note
This Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Quarterly Report on Form 10-Q for
the period ended September 30, 2006, which was originally filed with the Securities and Exchange
Commission on October 20, 2006 (the “Original Filing”), is being filed by Health Care REIT, Inc.
(the “Company”) solely to refile Exhibit 12 to correct inadvertent typographical errors.
Item 6. Exhibits
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12 |
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Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of
Earnings to Combined Fixed Charges and Preferred Stock Dividends. |
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31.1 |
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Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. |
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31.2 |
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Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. |
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32.1 |
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Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer. |
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32.2 |
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Certification pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer. |
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 thereunto duly authorized.
HEALTH CARE REIT, INC.
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Date:
October 26, 2006
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By:
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/s/ George L. Chapman
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George L. Chapman, |
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Chairman and Chief Executive Officer |
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(Principal Executive Officer) |
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Date: October 26, 2006
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By:
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/s/ Scott A. Estes |
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Scott A. Estes, |
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Senior Vice President and Chief Financial Officer |
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(Principal Financial Officer) |
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Date: October 26, 2006
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By:
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/s/ Paul D. Nungester, Jr. |
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Paul D. Nungester, Jr., |
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Vice President and Controller |
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(Principal Accounting Officer) |
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