8-KRegulation FDExhibits & Filings

WELLTOWER INC. 8-K Report, Regulation FD Disclosure (Sep 3, 2008)

Filed September 3, 2008For Securities:WELL

Summary

Health Care REIT, Inc. (now Welltower Inc.) filed an 8-K on September 3, 2008, to announce a proposed offering of 6,000,000 shares of its common stock. This offering was disclosed via a press release, which is furnished as an exhibit to the filing. The press release itself is available on the company's website under 'News & Events'. This filing is primarily for disclosure purposes under Regulation FD, ensuring all investors have access to the same material information. The information provided in the press release is furnished and not deemed 'filed' with the SEC, meaning it does not carry the same legal liabilities as formally filed reports but serves to inform the market about the upcoming stock issuance. Investors should refer to the press release (Exhibit 99.1) for details on the stock offering.

Key Highlights

  • 1Health Care REIT, Inc. announced a proposed offering of 6,000,000 shares of common stock.
  • 2The announcement was made via a press release dated September 3, 2008.
  • 3The press release is furnished as Exhibit 99.1 to the 8-K filing.
  • 4The press release is available on the company's website (www.hcreit.com) under 'News & Events'.
  • 5The filing is made under Regulation FD Disclosure (Item 7.01).
  • 6Information furnished under Regulation FD is not deemed 'filed' for purposes of Section 18 of the Exchange Act.
  • 7The company's principal executive offices are located in Toledo, Ohio.

Frequently Asked Questions

The main purpose of this 8-K filing is to publicly disclose a proposed offering of 6,000,000 shares of common stock by Health Care REIT, Inc. (now Welltower Inc.) through a press release, ensuring compliance with Regulation FD.

More details about the stock offering can be found in the press release dated September 3, 2008, which is furnished as Exhibit 99.1 to this 8-K filing. It is also available on the company's website at www.hcreit.com under the 'News & Events' section.

No, this specific 8-K filing does not contain audited financial statements. It is primarily a disclosure of a material event (the proposed stock offering) and includes a press release as an exhibit.

When information is 'furnished' under Regulation FD, it means the company is providing it to the public but it is not subject to the same legal liabilities under Section 18 of the Securities Exchange Act of 1934 as information that is formally 'filed'. This distinction is important for liability purposes but ensures broad dissemination of material information.