8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Oct 6, 2006)

Filed October 6, 2006For Securities:WELL

Summary

This 8-K filing from Health Care REIT, Inc. (WELL) announces a proposed change in the merger consideration for holders of Windrose Medical Properties Trust's 7.5% Series A Cumulative Convertible Preferred Shares. The amendment concerns the terms of the consideration to be received by these preferred shareholders as part of the previously announced merger agreement between Health Care REIT and Windrose. The company is providing this update to keep investors informed of material developments in the ongoing merger process. A press release detailing this change in consideration has been issued and is attached as an exhibit to this filing. Investors interested in the specifics of the merger and the revised terms are encouraged to consult the forthcoming registration statement, which will include a proxy statement/prospectus, to be filed with the SEC.

Key Highlights

  • 1Health Care REIT, Inc. (WELL) and Windrose Medical Properties Trust announced a proposed change in merger consideration.
  • 2The change specifically affects holders of Windrose's 7.5% Series A Cumulative Convertible Preferred Shares.
  • 3This amendment is related to the previously announced merger agreement between the two companies.
  • 4A press release detailing the revised consideration has been issued and is filed as Exhibit 99.1.
  • 5The press release is available on Health Care REIT's website (www.hcreit.com).
  • 6A registration statement containing a proxy statement/prospectus will be filed with the SEC for the transaction.
  • 7Investors are urged to review the upcoming SEC filings for detailed information.

Frequently Asked Questions

The primary purpose of this filing is to announce a proposed change in the merger consideration to be paid to holders of Windrose Medical Properties Trust's 7.5% Series A Cumulative Convertible Preferred Shares as part of the merger agreement between Health Care REIT and Windrose.

The proposed change in consideration specifically impacts the holders of Windrose Medical Properties Trust's 7.5% Series A Cumulative Convertible Preferred Shares.

More detailed information will be available in a registration statement, which will include a proxy statement/prospectus, to be filed with the SEC. Investors can also find the press release detailing the change as Exhibit 99.1 to this 8-K filing and on Health Care REIT's website.

The SEC filing mentioned is a registration statement containing a proxy statement/prospectus. It will provide comprehensive details about the proposed merger, the revised consideration, and will be used to solicit votes from shareholders. Investors are strongly encouraged to read this document carefully once it becomes available.