SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13GA
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)
Health Care REIT, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
42217K106
(CUSIP Number)
December 31, 2002
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 15 Pages)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 42217K106 13GA Page 2 of 15 Pages
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
Five Arrows Realty Securities II L.L.C.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
2,048,781 shares
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,048,781 shares
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,048,781 shares
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.9%
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(12) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 42217K106 13GA Page 3 of 15 Pages
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
Rothschild Realty Investors IIA L.L.C.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
2,048,781 shares
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,048,781 shares
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,048,781 shares
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.9%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 42217K106 13GA Page 4 of 15 Pages
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
Matthew W. Kaplan
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
2,048,781 shares
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,048,781 shares
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,048,781 shares
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.9%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 42217K106 13GA Page 5 of 15 Pages
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
D. Pike Aloian
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
2,048,781 shares
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,048,781 shares
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,048,781 shares
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.9%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 42217K106 13GA Page 6 of 15 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
James E. Quiqley 3rd
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF (5) SOLE VOTING POWER
5,500
SHARES _______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
2,049,781
OWNED BY _______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
5,500
REPORTING _______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,049,781
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,055,281
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.9%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 42217K106 13GA Page 7 of 15 Pages
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
Paul H. Jenssen
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
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(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
2,048,781 shares
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,048,781 shares
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,048,781 shares
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.9%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 42217K106 13GA Page 8 of 15 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
John D. McGurk
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
5,500
SHARES _______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
2,048,781
OWNED BY _______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
5,500
REPORTING _______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,048,781
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,054,281
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.9%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 42217K106 13GA Page 9 of 15 Pages
Item 1(a). Name of Issuer:
The name of the issuer is Health Care REIT, Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
One Seagate, Suite 1500, P.O. Box 1475, Toledo, Ohio 43604.
Item 2(a). Name of Person Filing:
This statement is being filed on behalf of (i) Five Arrows Realty
Securities II L.L.C., a Delaware limited liability company ("Five Arrows"), (ii)
Rothschild Realty Investors IIA L.L.C., a Delaware limited liability company and
sole Managing Member of Five Arrows ("Rothschild"), (iii) Matthew W. Kaplan, a
manager of Five Arrows, (iv) D. Pike Aloian, a manager of Five Arrows, (v) James
E. Quigley 3rd, a manager of Five Arrows, (vi) Paul H. Jenssen, a manager of
Rothschild, and (vii) John D. McGurk, a manager of each of Five Arrows and
Rothschild.
The reporting entities are making a joint filing pursuant to Rule 13d-1(k)
because, by reason of the relationship as described herein, they may be deemed
to be a "group" within the meaning of Section 13(d)(3) with respect to
acquiring, holding and disposing of shares of Common Stock.
Item 2(b). Address of Principal Business Office:
The business address of each reporting person is 1251 Avenue of the
Americas, New York, New York, 10020.
Item 2(c). Citizenship:
Five Arrows and Rothschild are limited liability companies organized under
the laws of the State of Delaware. Messrs. Kaplan, Aloian, Quigley, Jenssen and
McGurk are citizens of the United States of America.
Item 2(d). Title of Class of Securities:
Common Stock, par value $1.00 per share (the "Common Stock").
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:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
CUSIP No. 42217K106 13GA Page 10 of 15 Pages
(e) [ ] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with Rule 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
Item 4. Ownership.
A. Five Arrows Realty Securities II L.L.C.
(a) Amount beneficially owned: 2,048,781 shares (represented
by the 2,100,000 shares of Series C Cumulative Convertible
Preferred Stock owned by Five Arrows, each of which is
convertible, at any time or from time to time at the option
of the reporting person, into .97561 shares of Common Stock,
subject to adjustment.)
(b) Percent of class: 4.9% The percentages used herein and in the
rest of Item 4 are calculated based upon the 39,986,451
shares of Common Stock currently issued and outstanding,
reported as follows:
(i) 39,056,451 shares of Common Stock issued and outstanding
as of October 30, 2002, as reported in the Form 10-Q of the
Company for the quarter ended September 30, 2002, as filed
on November 7, 2002; and
(ii) an additional 930,000 shares of Common Stock issued and
outstanding pursuant to a sale reported in the Form 8-K of
the Company, as filed on November 13, 2002.
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 2,048,781 shares
(represented by the 2,100,000 shares of Series C
Cumulative Convertible Preferred Stock owned by Five
Arrows, each of which is convertible, at any time or from
time to time at the option of the reporting person, into
.97561 shares of Common Stock, subject to adjustment.)
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:
2,048,781 shares (represented by the 2,100,000 shares of
Series C Cumulative Convertible Preferred Stock owned by
Five Arrows, each of which is convertible, at any time or
from time to time at the option of the reporting person,
into .97561 shares of Common Stock, subject to
adjustment.)
CUSIP No. 42217K106 13GA Page 11 of 15 Pages
B. Rothschild Realty Investors IIA L.L.C.
(a) Amount beneficially owned: 2,048,781 shares (represented by
the 2,100,000 shares of Series C Cumulative Convertible
Preferred Stock owned by Five Arrows, each of which is
convertible, at any time or from time to time at the option
of the reporting person, into .97561 shares of Common Stock,
subject to adjustment.)
(b) Percent of class: 4.9%
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 2,048,781 shares
(represented by the 2,100,000 shares of Series C
Cumulative Convertible Preferred Stock owned by Five
Arrows, each of which is convertible, at any time or from
time to time at the option of the reporting person, into
.97561 shares of Common Stock, subject to adjustment.)
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:
2,048,781 shares (represented by the 2,100,000 shares of
Series C Cumulative Convertible Preferred Stock owned by
Five Arrows, each of which is convertible, at any time or
from time to time at the option of the reporting person,
into .97561 shares of Common Stock, subject to
adjustment.)
C. Matthew W. Kaplan
(a) Amount beneficially owned: 2,048,781 shares (represented by
the 2,100,000 shares of Series C Cumulative Convertible
Preferred Stock owned by Five Arrows, each of which is
convertible, at any time or from time to time at the option
of the reporting person, into .97561 shares of Common Stock,
subject to adjustment.)
(b) Percent of class: 4.9%
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 2,048,781 shares
(represented by the 2,100,000 shares of Series C
Cumulative Convertible Preferred Stock owned by Five
Arrows, each of which is convertible, at any time or from
time to time at the option of the reporting person, into
.97561 shares of Common Stock, subject to adjustment.)
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:
2,048,781 shares (represented by the 2,100,000 shares of
Series C Cumulative Convertible Preferred Stock owned by
Five Arrows, each of which is convertible, at any time or
from time to time at the option of the reporting person,
into .97561 shares of Common Stock, subject to
adjustment.)
CUSIP No. 42217K106 13GA Page 12 of 15 Pages
D. D. Pike Aloian
(a) Amount beneficially owned: 2,048,781 shares (represented by
the 2,100,000 shares of Series C Cumulative Convertible
Preferred Stock owned by Five Arrows, each of which is
convertible, at any time or from time to time at the option
of the reporting person, into .97561 shares of Common Stock,
subject to adjustment.)
(b) Percent of class: 4.9%
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 2,048,781 shares
(represented by the 2,100,000 shares of Series C
Cumulative Convertible Preferred Stock owned by Five
Arrows, each of which is convertible, at any time or from
time to time at the option of the reporting person, into
.97561 shares of Common Stock, subject to adjustment.)
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:
2,048,781 shares (represented by the 2,100,000 shares of
Series C Cumulative Convertible Preferred Stock owned by
Five Arrows, each of which is convertible, at any time or
from time to time at the option of the reporting person,
into .97561 shares of Common Stock, subject to
adjustment.)
E. James E Quigley 3rd
(a) Amount beneficially owned: 2,055,281 shares (represented by
(i) the 2,100,000 shares of Series C Cumulative Convertible
Preferred Stock owned by Five Arrows, each of which is
convertible, at any time or from time to time at the option
of the reporting person, into .97561 shares of Common Stock,
subject to adjustment, (ii) 5,500 shares of Common Stock
owned by the reporting person and (iii) 1,000 shares of
Common Stock owned by the Helen R. Quigley Family Insurance
Trust, of which Mr. Quigley is a trustee.)
(b) Percent of class: 4.9%
(c) (i) Sole power to vote or direct the vote: 5,500
(ii) Shared power to vote or direct the vote: 2,049,781 shares
(represented by (A) the 2,100,000 shares of Series C
Cumulative Convertible Preferred Stock owned by Five
Arrows, each of which is convertible, at any time or from
time to time at the option of the reporting person, into
.97561 shares of Common Stock, subject to adjustment, and
(B) 1,100 shares of Common Stock owned by the Helen R.
Quigley Family Insurance Trust, of which Mr. Quigley is
a trustee.)
(iii) Sole power to dispose or direct the disposition: 5,500
CUSIP No. 42217K106 13GA Page 13 of 15 Pages
(iv) Shared power to dispose or direct the disposition:
2,048,781 shares (represented by (A) the 2,100,000 shares
of Series C Cumulative Convertible Preferred Stock owned
by Five Arrows, each of which is convertible, at any time
or from time to time at the option of the reporting
person, into .97561 shares of Common Stock, subject to
adjustment, and (B) 1,100 shares of Common Stock owned by
the Helen R. Quigley Family Insurance Trust, of which
Mr. Quigley is a trustee.)
F. Paul H. Jenssen
(a) Amount beneficially owned: 2,048,781 shares (represented by
the 2,100,000 shares of Series C Cumulative Convertible
Preferred Stock owned by Five Arrows, each of which is
convertible, at any time or from time to time at the option
of the reporting person, into .97561 shares of Common Stock,
subject to adjustment.)
(b) Percent of class: 4.9%
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 2,048,781 shares
(represented by the 2,100,000 shares of Series C
Cumulative Convertible Preferred Stock owned by Five
Arrows, each of which is convertible, at any time or from
time to time at the option of the reporting person, into
.97561 shares of Common Stock, subject to adjustment.)
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:
2,048,781 shares (represented by the 2,100,000 shares of
Series C Cumulative Convertible Preferred Stock owned by
Five Arrows, each of which is convertible, at any time or
from time to time at the option of the reporting person,
into .97561 shares of Common Stock, subject to
adjustment.)
G. John D. McGurk
(a) Amount beneficially owned: 2,054,281 shares (represented by
(i) the 2,100,000 shares of Series C Cumulative Convertible
Preferred Stock owned by Five Arrows, each of which is
convertible, at any time or from time to time at the option
of the reporting person, into .97561 shares of Common Stock,
subject to adjustment, and (ii) 5,500 shares of Common Stock
owned by the reporting person.)
(b) Percent of class: 4.9%
(c) (i) Sole power to vote or direct the vote: 5,500
(ii) Shared power to vote or direct the vote: 2,048,781 shares
(represented by the 2,100,000 shares of Series C
Cumulative Convertible Preferred Stock owned by Five
Arrows, each of which is convertible, at any time or from
time to time at the option of the reporting person, into
.97561 shares of Common Stock, subject to adjustment.)
(iii) Sole power to dispose or direct the disposition: 5,500
CUSIP No. 42217K106 13GA Page 14 of 15 Pages
(iv) Shared power to dispose or direct the disposition:
2,048,781 shares (represented by the 2,100,000 shares of
Series C Cumulative Convertible Preferred Stock owned by
Five Arrows, each of which is convertible, at any time or
from time to time at the option of the reporting person,
into .97561 shares of Common Stock, subject to
adjustment.)
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [x].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 2.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my 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.
CUSIP No. 42217K106 13GA Page 15 of 15 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: February 14, 2003
FIVE ARROWS REALTY SECURITIES II L.L.C.
By: /s/ James E. Quigley 3rd
-----------------------------------
James E. Quigley 3rd
Manager
ROTHSCHILD REALTY INVESTORS IIA L.L.C.
By: /s/ John D. McGurk
-----------------------------------
John D. McGurk
Manager
MATTHEW W. KAPLAN
/s/ Matthew W. Kaplan
----------------------------------------
D. PIKE ALOIAN
/s/ D. Pike Aloian
----------------------------------------
JAMES E. QUIGLEY 3RD
/s/ James E. Quigley 3rd
----------------------------------------
PAUL H. JENSSEN
/s/ Paul H. Jenssen
----------------------------------------
JOHN D. MCGURK
/s/ John D. McGurk
----------------------------------------