8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Dec 12, 2006)

Filed December 12, 2006For Securities:WELL

Summary

This Form 8-K filing from Health Care REIT, Inc. (now Welltower Inc.) on December 12, 2006, primarily serves to announce the declaration of prorated dividends by both Health Care REIT and Windrose Medical Properties Trust. This action is directly related to the pending merger between the two companies. The filing also provides important details for investors regarding the merger, directing them to the definitive proxy statement/prospectus filed previously for comprehensive information about the transaction, including its terms and potential risks. Investors are urged to review the proxy statement/prospectus for a full understanding of the merger's implications, including details on dividend payments, shareholder voting, and the interests of directors and executive officers. The report includes cautionary language concerning forward-looking statements, emphasizing that dividend payments and merger completion are subject to various conditions and approvals, and that actual results may differ from expectations.

Key Highlights

  • 1Health Care REIT, Inc. and Windrose Medical Properties Trust declared prorated dividends on their respective common stock and preferred shares.
  • 2These dividend declarations are in anticipation of the pending merger between the two companies.
  • 3The filing directs investors to a previously filed definitive proxy statement/prospectus for detailed information on the merger.
  • 4Investors are encouraged to carefully review the proxy statement/prospectus for critical information regarding the merger and its implications.
  • 5The report includes standard cautionary language regarding forward-looking statements, highlighting potential risks and uncertainties.
  • 6The merger's completion is subject to shareholder approval and other closing conditions.
  • 7This filing also serves as written communication related to Rule 425 under the Securities Act.

Frequently Asked Questions

The main purpose of this 8-K filing is to officially announce that Health Care REIT, Inc. and Windrose Medical Properties Trust have declared prorated dividends on their respective stock and preferred shares, which is a step related to their pending merger. It also serves as a reference point for investors to find more detailed information about the merger.

The declaration of prorated dividends suggests that the merger is progressing and that shareholders of both companies will receive a dividend payment adjusted for the period between dividend payment dates and the expected closing of the merger. This is a procedural step in the merger process.

Detailed information about the merger, including its terms, risks, and implications, can be found in the definitive proxy statement/prospectus that was filed with the SEC on November 9, 2006, and mailed to Windrose shareholders around November 13, 2006. This document is available on the SEC's website (www.sec.gov) and directly from Health Care REIT or Windrose Investor Relations.

Yes, the filing contains cautionary language about forward-looking statements. It explicitly states that the payment of dividends and the completion of the merger are subject to various factors, including available funds, shareholder approval (specifically from Windrose common shareholders), and the satisfaction of other closing conditions. Actual results may differ from expectations due to these risks and uncertainties.