8-KShareholder MattersCorporate ChangesOther Events+1

WELLTOWER INC. 8-K Report, Rights Modification (Sep 8, 2004)

Filed September 8, 2004For Securities:WELL

Summary

Health Care REIT, Inc. (now Welltower Inc.) filed an 8-K on September 7, 2004, reporting on two primary events. The first, effective August 23, 2004, involved amendments and restatements to the company's By-Laws. These changes were made to ensure consistency with various corporate governance documents, including the Second Restated Certificate of Incorporation, committee charters, and compliance with Sarbanes-Oxley Act requirements and New York Stock Exchange rules. Key modifications include updates to stock stockholder proposal procedures, board governance, preferred stock transfer restrictions, investment policies, and indemnification of directors and officers. The second event concerns the reclassification of certain assets as discontinued operations, in accordance with Statement of Financial Accounting Standards No. 144, due to sales within the first six months of 2004. This reclassification impacts prior period reporting for rental income, interest expense, and depreciation related to these sold assets, though it had no effect on net income available to common stockholders.

Key Highlights

  • 1Health Care REIT, Inc. amended and restated its By-Laws effective August 23, 2004, to align with updated corporate governance standards.
  • 2The By-Law amendments address procedures for stockholder proposals, board governance, and compliance with Sarbanes-Oxley and NYSE regulations.
  • 3Changes were made to restrictions on stock issuance and transfer, specifically concerning preferred stock holdings.
  • 4Outdated investment policies and restrictions were updated within the By-Laws.
  • 5Company directors and officers' indemnification provisions were also modified.
  • 6Certain company assets have been reclassified as discontinued operations due to sales during the first half of 2004.
  • 7The reclassification, following SFAS No. 144, affects prior period financial reporting but did not impact net income available to common stockholders.

Frequently Asked Questions

The By-Laws were amended and restated primarily to ensure consistency with the company's Second Restated Certificate of Incorporation, recently adopted committee charters, Corporate Governance Guidelines, Code of Business Conduct and Ethics, Sarbanes-Oxley Act requirements, New York Stock Exchange rules, and relevant tax laws for real estate investment trusts.

The company stated that, except for changes related to independent directors aligning with NYSE requirements, none of the amendments were considered material modifications. However, changes to stockholder proposal procedures and board governance could be of interest to investors.

The reclassification means that the financial results (rental income, interest expense, depreciation) related to assets sold in the first six months of 2004 are now reported separately from ongoing operations. Importantly, this reclassification had no impact on the company's net income available to common stockholders.

This filing includes updated reporting for prior periods regarding rental income, interest expense, and depreciation related to assets classified as discontinued operations. It also incorporates, for informational purposes, Financial Statement Schedules III and IV, which are unchanged from the company's 2003 10-K filing.