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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Health Care REIT, Inc.
Ordinary Shares
(Title of Class of Securities)42217K106
December 31, 2007
(Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o Rule 13d-1(b) |
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þ Rule 13d-1(c) |
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o Rule 13d-1(d) |
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| CUSIP No. 42217K106
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13G
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Page 2 of 6 Pages |
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NAME OF REPORTING PERSONS
ING Groep N.V.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable |
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(a) o |
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(b) o |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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The Netherlands |
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SOLE VOTING POWER |
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| NUMBER OF |
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2,950,500 1 2 |
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| SHARES |
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SHARED VOTING POWER |
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| OWNED BY |
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0 |
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| EACH |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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2,950,500 1 2 |
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| WITH: |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,950,500 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
2,600 Custodian shares |
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þ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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3.48% |
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TYPE OF REPORTING PERSON |
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HC |
1 2,946,500 of these shares are held by indirect subsidiaries of ING Groep N.V. in their role as a discretionary manager of client portfolios.
2 4,000 of these shares are held by indirect subsidiaries of ING Groep N.V. in their role as trustee.
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| CUSIP No. 42217K106
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13G
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Page 3 of 6 Pages |
Item 1(a). Name of Issuer:
Health Care REIT, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
One Seagate
Suite 1500
P.O. Box 1475
Toledo, OH 43604
Item 2(a). Name of Person Filing:
ING Groep N.V.
Item 2(b). Address of Principal Business Office or, if None, Residence:
Amstelveenseweg 500
1081 KL Amsterdam
P.O. Box 810
1000 AV Amsterdam
The Netherlands
Item 2(c). Citizenship:
See item 4 on Page 2
Item 2(d). Title of Class of Securities:
Ordinary Shares
Item 2(e). CUSIP Number:
42217K106
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (Not Applicable)
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(a) |
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o Broker or dealer registered under Section 15 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”); |
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(b) |
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o Bank as defined in Section 3(a)(6) of the Exchange Act; |
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(c) |
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o Insurance company as defined in Section 3(a)(19) of the Exchange Act; |
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(d) |
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o Investment company registered under Section 8 of the Investment
Company Act of 1940, as amended (the “Investment Company Act”); |
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| CUSIP No. 42217K106
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13G
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Page 4 of 6 Pages |
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(e) |
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o Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) under
the Exchange Act; |
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(f) |
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o Employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F) under the Exchange Act; |
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(g) |
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o Parent holding company or control person in accordance with Rule
13d-1(b)(ii)(G) under the Exchange Act; |
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(h) |
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o Savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act; |
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(i) |
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o Church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act; |
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(j) |
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o Group in accordance with Rule 13d-1(b)(1)(ii)(J) under the Exchange
Act. |
Item 4. Ownership.
(a) Amount beneficially owned:
See item 9 on Page 2
(b) Percent of class:
See item 11 on Page 2
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See item 5 on Page 2
(ii) Shared power to vote or to direct the vote:
See item 6 on Page 2
(iii) Sole power to dispose or to direct the disposition of:
See item 7 on Page 2
(iv) Shared power to dispose or to direct the disposition of:
See item 8 on Page 2
Item 5. Ownership of Five Percent or Less of a Class.
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| CUSIP No. 42217K106
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13G
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Page 5 of 6 Pages |
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
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| Item 7. |
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below we certify that, to the best of our knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
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| CUSIP No. 42217K106
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13G
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Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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February 14, 2008
(Date)
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ING GROEP N.V. |
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By: |
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/s/ Eric E. Ribbers |
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(Signature)
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Eric E. Ribbers |
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Senior Compliance Officer
(Name/Title)
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/s/ Carl-Eric M. Rasch |
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(Signature)
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Carl-Eric M. Rasch |
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Head of Compliance, Regulator
& Industry Body
Liaison Netherlands
(Name/Title)
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