-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vgv6nNFRogAaK0yyGG8DL45Wf0CxKQaXjlEZ85Cv2+MOX2CeISy4f7WhIku7Xi/R CDIRiGxaI1v3RI7Kh4UMNQ== /in/edgar/work/20000630/0000950137-00-003191/0000950137-00-003191.txt : 20000920 0000950137-00-003191.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950137-00-003191 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000630 GROUP MEMBERS: MANOR CARE HEALTH CERVICES, INC. GROUP MEMBERS: MANOR CARE INC GROUP MEMBERS: MANOR CARE INC. GROUP MEMBERS: MANOR CARE OF AMERICA INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IN HOME HEALTH INC /MN/ CENTRAL INDEX KEY: 0000818645 STANDARD INDUSTRIAL CLASSIFICATION: [8082 ] IRS NUMBER: 411458213 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41227 FILM NUMBER: 666844 BUSINESS ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: CARLSON CENTER SUITE 500 CITY: MINNETONKA STATE: MN ZIP: 55305-5214 BUSINESS PHONE: 6124497500 MAIL ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: STE 500 CITY: MINNETONKA STATE: MN ZIP: 55305-5214 FORMER COMPANY: FORMER CONFORMED NAME: IN HOME HEALTH INC DATE OF NAME CHANGE: 19880803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE INC CENTRAL INDEX KEY: 0000878736 STANDARD INDUSTRIAL CLASSIFICATION: [8051 ] IRS NUMBER: 341687107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 333 N. SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604-2617 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: P.O. BOX 10086 CITY: TOLEDO STATE: OH ZIP: 43699-0086 FORMER COMPANY: FORMER CONFORMED NAME: HCR MANOR CARE INC DATE OF NAME CHANGE: 19981001 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH CARE & RETIREMENT CORP / DE DATE OF NAME CHANGE: 19930328 SC 13D/A 1 sc13da.txt AMENDMENT #5 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) IN HOME HEALTH, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.03 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 453222 - -------------------------------------------------------------------------------- (CUSIP Number) R. Jeffrey Bixler Vice President, General Counsel and Secretary Manor Care, Inc. 333 North Summit Street P. O. Box 10086 Toledo, Ohio 43699-0086 (419) 252-5500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 29, 2000 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box. / / NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "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). Page 1 of 12 Pages 2 SCHEDULE 13D - ---------------- ---------------------- CUSIP No. 453222 Page 2 of 12 Pages - ---------------- ---------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ManorCare Health Services, Inc. IRS I.D. No. 52-0886946 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO,WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 6,730,069 SHARES ----------------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER REPORTING 6,730,069 PERSON ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,730,069 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.01% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 3 SCHEDULE 13D - ---------------- ---------------------- CUSIP No. 453222 Page 3 of 12 Pages - ---------------- ---------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Manor Care of America, Inc. (f/k/a Manor Care, Inc.) IRS I.D. No. 52-1200376 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO,WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 6,730,069 SHARES ----------------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER REPORTING 6,730,069 PERSON ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,730,069 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.01% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 4 SCHEDULE 13D - ---------------- ---------------------- CUSIP No. 453222 Page 4 of 12 Pages - ---------------- ---------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Manor Care, Inc.(f/k/a HCR Manor Care, Inc.) IRS I.D. No. 34-1687107 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO,WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 6,730,069 SHARES ----------------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER REPORTING 6,730,069 PERSON ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,730,069 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.01% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 5 ITEM 1. SECURITY AND ISSUER. This Amendment No. 5 to Schedule 13D (this "Amendment") amends and supplements the statement on Schedule 13D filed by Manor Healthcare Corp., a Delaware corporation ("MHC"), on October 27, 1995, as amended by Amendment No. 1 to Schedule 13D filed on March 26, 1999, Amendment No. 2 to Schedule 13D filed May 23, 2000, Amendment No. 3 to Schedule 13D filed June 1, 2000 and Amendment No. 4 to Schedule 13D filed June 29, 2000, with respect to the common stock, par value $.03 per share (the "Common Stock"), of In Home Health, Inc., a Minnesota corporation ("IHHI"), whose principal executive offices are located at Carlson Center, Suite 500, 601 Carlson Parkway, Minnetonka, Minnesota 55305-5214. ITEM 2. IDENTITY AND BACKGROUND. This Amendment is filed with respect to the Common Stock by each of ManorCare Health Services, Inc., a Delaware corporation and the successor to MHC ("MHS"), its parent Manor Care of America, Inc., a Delaware corporation formerly known as Manor Care, Inc. ("MCA"), and its parent Manor Care, Inc., a Delaware corporation formerly known as HCR Manor Care, Inc. ("Manor Care" and, together with MHS and MCA, collectively referred to herein as the "Filing Persons"). The principal place of business of each Filing Person is 333 North Summit Street, Toledo, Ohio 43604. Each Filing Person is a provider of a range of health care services, including long-term care, subacute medical care, rehabilitation therapy, home health care, pharmacy services and management services for subacute care, rehabilitation therapy, vision care and eye surgery. Set forth on Schedule A hereto is the name, citizenship, business or residence address and present principal occupation or employment, as well as the name and address of any corporation or other organization in which such occupation or employment is conducted, of each of the directors and executive officers of each Filing Person, as of the date hereof. During the last five years, no Filing Person, nor, to the knowledge of any Filing Person, any person named in Schedule A, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. See Item 4 below. ITEM 4. PURPOSE OF TRANSACTION. (a) - (j) On May 2, 1995 MHC entered into a purchase agreement (the "Purchase Agreement") with IHHI pursuant to which MHC acquired 6,440,000 shares of Common Stock, 200,000 shares of Series A Convertible Stock (the "Preferred Stock") and a warrant exercisable for three years to purchase up to 6,000,000 shares of Common Stock (the "Warrant"). On October 23, 1995, IHHI agreed to sell to MHC an additional 310,000 shares of Common Stock. On October 24, 1998, MHS's right, as successor to MHC, to purchase Common Stock under the Warrant expired unexercised. On December 1, 1998, the Common Stock underwent a one-for-three reverse stock split. As a result of the foregoing, MHS now holds 2,250,000 shares of Common Stock and 200,000 shares of Preferred Stock, which is convertible into 3,333,334 shares of Common Stock. Pursuant to its certificate of designation, each share of Preferred Stock had the voting rights of the underlying Common Stock on an as-converted basis. On December 22, 1998, MHS and IHHI entered into the Second Preferred Stock Modification Agreement pursuant to which MHS irrevocably waived all of the Preferred Stock's voting rights of the underlying common stock granted under Section 6.01(i) of the Certificate of Designation except with respect to proposals presented to the holders of IHHI's Common Stock to: (i) wind-up, dissolve or liquidate IHHI or revoke or forfeit its charter; (ii) amend its articles of incorporation; (iii) merge or consolidate or enter into an exchange agreement with another corporation; or (iv) sell, lease, transfer or otherwise dispose of all or substantially all of IHHI's assets not in the usual and regular course of Page 5 of 12 Pages 6 business. In exchange, IHHI irrevocably waived its right to pay dividends on the Preferred Stock in the form of shares of Common Stock. The Filing Persons are reviewing their investment and their position with respect to such matters and will continue to do so on an ongoing basis. Such review may result in the Filing Persons acquiring additional shares of capital stock of IHHI or selling all or a portion of their shares, in the open market or in privately negotiated transactions with IHHI or third parties, or maintaining their holdings at current levels. Such review also may result in the Filing Persons formulating or making plans or proposals that relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. Any decision by the Filing Persons to hold, acquire or dispose of shares of capital stock of IHHI or take such other actions with respect to their investment will depend on market, economic and other factors and conditions, including an ongoing evaluation of IHHI's financial condition, operations and prospects, the actions of IHHI's management and Board of Directors and other future developments, regulatory requirements (including compliance with applicable provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) and the relative attractiveness of alternative business and investment opportunities. Such transactions or actions, if any, would be made at such times and in such manner as the Filing Persons, in their discretion, deem advisable. The Filing Persons reserve the right to formulate or make any plans or proposals, and take such actions with respect to their investment, including any or all of the items set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, as they may determine. However, no assurance can be given as to whether or not the Filing Persons will formulate or make any such plans or proposals or as to the terms and conditions thereof. On May 31, 2000, MHS sent a letter to the President of IHHI demanding a special meeting of the shareholders of IHHI for the purpose of: (i) removing all directors of IHHI other than Clyde Michael Ford and Eugene Terry, including, without limitation, removing Wolfgang von Maack, Steven M. Jessup, James J. Lynn and Judith Irene Storfjell (or any of their successors), and any other directors now or hereafter appointed prior to such special meeting; (ii) fixing the number of directors which shall constitute the whole Board of Directors of IHHI at six; and (iii) electing four new directors to fill the vacancies created by such removal. On June 28, 2000, MHS acquired 454,401 shares of Common Stock pursuant to a Stock Purchase Agreement, dated June 28, 2000 (the "Heartland Purchase Agreement"), between MHS and Heartland Advisors, Inc., in its capacity as investment advisor for and on behalf of the Heartland Value Fund, a duly designated mutual fund series of Heartland Group, Inc. (collectively, "Heartland"), for a price per share of $3.375 in cash, representing an aggregate purchase price of $1,533,603.38. In connection with this transaction, Heartland delivered an Irrevocable Proxy, dated June 28, 2000, appointing Paul A. Ormond, M. Keith Weikel, Geoffrey G. Meyers and R. Jeffrey Bixler as proxies and attorneys-in-fact to vote the shares of Common Stock acquired by MHS pursuant to the Heartland Purchase Agreement. On June 29, 2000, MHS acquired 692,334 shares of Common Stock as follows: (i) 461,734 shares of Common Stock pursuant to a Letter Agreement, dated June 29, 2000 (the "RS Purchase Agreement"), between MHS and RS Value Group, LLC, on behalf of RS Orphan Fund, L.P. and RS Orphan Offshore Fund, L.P. (collectively, "RS"), for a price per share of $3.375, representing an aggregate purchase price of $1,558,352.23, and (ii) 230,600 shares of Common Stock pursuant to a Letter Agreement, dated June 29, 2000 (the "Eastbourne Purchase Agreement"), between MHS and Eastbourne Capital Management L.L.C., on behalf of Black Bear Fund I, L.P., Black Bear Fund II, L.L.C., Black Bear Offshore Fund and Black Bear Pacific Master Fund (collectively, "Eastbourne"), for a price per share of $3.375, representing an aggregate purchase price of $778,275. In connection with each of these transactions, each of RS and Eastbourne delivered an Irrevocable Proxy, dated June 29, 2000, appointing Paul A. Ormond, M. Keith Weikel, Geoffrey G. Meyers and R. Jeffrey Bixler as proxies and attorneys-in-fact to vote the shares of Common Stock acquired by MHS pursuant to the RS Purchase Agreement and the Eastbourne Purchase Agreement, respectively. Except as set forth herein, no Filing Person has any present plans or proposals which relate to, or could result in, any of the matters described in paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) - (b) The aggregate number and percentage of shares of Common Stock beneficially owned by the Filing Persons as of June 30, 2000 is 6,730,069 shares of Common Stock, representing approximately 76.01% of the 8,853,887 shares of Common Stock outstanding. This latter number of shares is arrived at by adding the number of shares of Common Stock outstanding as reported in IHHI's most recently filed Form 10-Q for the quarter ended March 31, 2000 (5,520,553 shares) plus 3,333,334 shares issuable upon conversion of the Preferred Stock deemed to be outstanding for purposes of this Schedule pursuant to Rule 13d-3(d)(1). Each of Manor Care (acting through its wholly owned subsidiaries, MCA and MHS), and MCA (acting through its wholly owned subsidiary MHS), indirectly has sole power to vote or direct the vote, and to dispose or to direct the disposition of the shares of Common Stock directly owned by MHS. As a result, Manor Care and MCA may be deemed to beneficially own the shares of the Common Stock directly owned by MHS. None of the persons identified on Schedule A attached hereto beneficially owns (including those shares for which there is a right to acquire) any shares of any class or series of IHHI. (c) Except as described in Item 4 above, there have not been any transactions in the Common Stock effected by or for the account of any of the Filing Persons or any executive officer or director the Filing Persons during the last 60 days. (d) Not Applicable. (e) Not Applicable. Page 6 of 12 Pages 7 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. MHS (as successor to MHC) is party to a Registration Rights Agreement with IHHI (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, MHS will have the right to require IHHI to use its best efforts to register for sale in an underwritten public offering under the Securities Act of 1933, as amended, (the "Securities Act") at IHHI's expense, all or any portion of the Common Stock held by MHS or the Common Stock into which the Preferred Stock, directly or indirectly, is convertible ("Registrable Securities"). IHHI will not be entitled to sell its securities in any such registration for its own account without the consent of MHS. In addition, if IHHI at any time seeks to register under the Securities Act for sale to the public any of its securities, IHHI must include, at MHS's request, Registrable Securities in the registration statement, subject to underwriter cutback provisions. In connection with the Heartland Purchase Agreement, Heartland delivered an Irrevocable Proxy, dated June 28, 2000, appointing Paul A. Ormond, M. Keith Weikel, Geoffrey G. Meyers and R. Jeffrey Bixler, each of whom is an officer of MHS, as proxies and attorneys-in-fact to vote the shares of Common Stock acquired by MHS pursuant to the Heartland Purchase Agreement. In connection with the RS Purchase Agreement and the Eastbourne Purchase Agreement, respectively, RS and Eastbourne each delivered an Irrevocable Proxy, dated June 29, 2000, appointing Paul A. Ormond, M. Keith Weikel, Geoffrey G. Meyers and R. Jeffrey Bixler, each of whom is an officer of MHS, as proxies and attorneys-in-fact to vote the shares of Common Stock acquired by MHS pursuant to such agreements. Except as set forth above or in the response to Item 4 of this Amendment, none of the persons identified in Item 2 of this Amendment (including the persons listed on Schedule A attached hereto) has any contracts, arrangements, understandings or relationships (legal or otherwise) among such persons or with any other person with respect to any securities of IHHI, including, but not limited to, transfer or voting of any securities of IHHI, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit Description - ------- ----------- 1.* Registration Rights Agreement dated as of October 24, 1995, by and between In Home Health Inc. and Manor Healthcare Corp. 2.* Second Preferred Stock Modification Agreement, dated December 22, 1998 by and between In Home Health, Inc. and ManorCare Health Services, Inc. 3.* Joint Filing Agreement, dated March 26, 1999, by and among ManorCare Health Services, Inc., Manor Care, Inc. and HCR Manor Care, Inc. 4.* Letter dated May 31, 2000 from ManorCare Health Services, Inc. to the President of In Home Health, Inc. 5.* Stock Purchase Agreement, dated June 28, 2000, between Heartland Advisors, Inc., on behalf of Heartland Value Fund, and ManorCare Health Services, Inc. 6.* Irrevocable Proxy, dated June 28, 2000. 7. Letter Agreement, dated June 29, 2000, between ManorCare Health Services, Inc. and RS Value Group, LLC, on behalf of RS Orphan Fund, L.P. and RS Orphan Offshore Fund, L.P. 8. Irrevocable Proxy, dated June 29, 2000. 9. Letter Agreement, dated June 29, 2000, between ManorCare Health Services, Inc. and Eastbourne Capital Management LLC, on behalf of Black Bear Fund I, L.P., Black Bear Fund II, L.L.C., Black Bear Offshore Fund and Black Bear Pacific Master Fund. 10. Irrevocable Proxy, dated June 20, 2000. *Exhibit filed previously. Page 7 of 12 Pages 8 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. Dated: June 30, 2000 MANOR CARE, INC. By: /s/ R. Jeffrey Bixler ------------------------------- Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary MANOR CARE OF AMERICA, INC. By: /s/ R. Jeffrey Bixler ------------------------------- Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary MANORCARE HEALTH SERVICES, INC. By: /s/ R. Jeffrey Bixler ------------------------------- Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary Page 8 of 12 Pages 9 SCHEDULE A 1. DIRECTORS AND EXECUTIVE OFFICERS OF MANOR CARE, INC. The name, business address and title with Manor Care, Inc. and present principal occupation or employment, of each of the directors and executive officers of Manor Care, Inc. are set forth below. Except as indicated, each person's business address is 333 North Summit Street, Toledo, Ohio 43604. Each person listed below is a citizen of the United States. DIRECTORS NAME PRESENT PRINCIPAL OCCUPATION - ---- ---------------------------- John T. Schwieters Vice Chairman, Perseus, LLC Stewart Bainum, Jr. Chairman of the Board, Manor Care, Inc. Joseph H. Lemieux Chairman and Chief Executive Officer, Owens-Illinois, Inc. William H. Longfield Chairman and Chief Executive Officer, C.R. Bard, Inc. Frederic V. Malek Chairman, Thayer Capital Partners Paul A. Ormond President and Chief Executive Officer, Manor Care, Inc. Robert G. Siefers Vice Chairman and Chief Financial Officer, National City Corporation M. Keith Weikel Senior Executive Vice President and Chief Operating Officer, Manor Care, Inc. Gail R. Wilensky Senior Fellow at Project HOPE Thomas L. Young Executive Vice President-Administration and General Counsel, Owens-Illinois, Inc. OFFICERS NAME TITLE - ---- ------ Paul A. Ormond President and Chief Executive Officer M. Keith Weikel Senior Executive Vice President and Chief Operating Officer Geoffrey G. Meyers Executive Vice President and Chief Financial Officer R. Jeffrey Bixler Vice President, General Counsel and Secretary Steven M. Cavanaugh Vice President William J. Chenevert Vice President Nancy A. Edwards Vice President R. Michael Ferguson Vice President Larry R. Godla Vice President John K. Graham Vice President Jeffrey A. Grillo Vice President Douglas G. Haag Vice President and Treasurer David C. Heberling Vice President Page 9 of 12 Pages 10 J. Susan Hines Vice President William H. Kinschner Vice President David B. Lanning Vice President Barry A. Lazarus Vice President Larry C. Lester Vice President Ann M. McDermott Vice President Spencer C. Moler Vice President and Controller O. William Morrison Vice President Wade B. O'Brian Vice President James P. Pagoaga Vice President Richard W. Parades Vice President John I. Remenar Vice President F. Joseph Schmitt Vice President Joyce C. Smith Vice President Ronald P. Traupane Vice President Deborah J. Workman Vice President Jo Ann Young Vice President 2. DIRECTORS AND EXECUTIVE OFFICERS OF MANOR CARE OF AMERICA, INC. The name, business address and title with Manor Care of America, Inc. and present principal occupation or employment, of each of the directors and executive officers of Manor Care of America, Inc. are set forth below. Except as indicated, each person's business address is 333 North Summit Street, Toledo, Ohio 43604. Each person listed below is a citizen of the United States. DIRECTORS NAME PRESENT PRINCIPAL OCCUPATION - ---- ---------------------------- Paul A. Ormond President and Chief Executive Officer, Manor Care, Inc. M. Keith Weikel Senior Executive Vice President and Chief Operating Officer, Manor Care, Inc. Geoffrey G. Meyers Executive Vice President and Chief Financial Officer, Manor Care, Inc. OFFICERS NAME TITLE - ---- ----- Paul A. Ormond Chairman, President and Chief Executive Officer M. Keith Weikel Senior Executive Vice President and Chief Operating Officer Geoffrey G. Meyers Executive Vice President and Chief Financial Officer R. Jeffrey Bixler Vice President, General Counsel and Secretary Page 10 of 12 Pages 11 Steven M. Cavanaugh Vice President Nancy A. Edwards Vice President Larry R. Godla Vice President John K. Graham Vice President Jeffrey A. Grillo Vice President Douglas G. Haag Vice President and Treasurer David C. Heberling Vice President William H. Kinschner Vice President David B. Lanning Vice President Barry A. Lazarus Vice President Spencer C. Moler Vice President and Controller O. William Morrison Vice President Wade B. O'Brian Vice President Richard W. Parades Vice President John I. Remenar Vice President F. Joseph Schmitt Vice President 3. DIRECTORS AND EXECUTIVE OFFICERS OF MANORCARE HEALTH SERVICES, INC. The name, business address and title with ManorCare Health Services, Inc. and present principal occupation or employment, of each of the directors and executive officers of Manor Care Health Services, Inc. are set forth below. Except as indicated, each person's business address is 333 North Summit Street, Toledo, Ohio 43604. Each person listed below is a citizen of the United States. DIRECTORS NAME PRESENT PRINCIPAL OCCUPATION - ---- ---------------------------- Paul A. Ormond President and Chief Executive Officer, Manor Care, Inc. M. Keith Weikel Senior Executive Vice President and Chief Operating Officer, Manor Care, Inc. Geoffrey G. Meyers Executive Vice President and Chief Financial Officer, Manor Care, Inc. OFFICERS NAME TITLE - ---- ----- Paul A. Ormond Chairman, President and Chief Executive Officer M. Keith Weikel Senior Executive Vice President and Chief Operating Officer Geoffrey G. Meyers Executive Vice President and Chief Financial Officer R. Jeffrey Bixler Vice President, General Counsel and Secretary Page 11 of 12 Pages 12 Steven M. Cavanaugh Vice President Nancy A. Edwards Vice President Larry R. Godla Vice President John K. Graham Vice President Jeffrey A. Grillo Vice President Douglas G. Haag Vice President and Treasurer David C. Heberling Vice President William H. Kinschner Vice President David B. Lanning Vice President Barry A. Lazarus Vice President Spencer C. Moler Vice President and Controller O. William Morrison Vice President Wade B. O'Brian Vice President Richard W. Parades Vice President John I. Remenar Vice President F. Joseph Schmitt Vice President Ronald P. Traupane Vice President Page 12 of 12 Pages EX-7 2 ex7.txt LETTER AGREEMENT, DATED 6/29/00 1 EXHIBIT 7 June 29, 2000 CONFIDENTIAL - ------------ RS Investment Management Co., LLC 338 Market Street, suite 200 San Francisco, CA 94111 Attention: _______________ Re: In Home Health, Inc. -------------------- Dear _____________: This letter sets forth our mutual understanding regarding the sale by RS Value Group, LLC, a Delaware limited liability company ("Seller"), on behalf of RS Orphan Fund, L.P. and RS Orphan Offshore Fund, L.P., of an aggregate 461,734 shares (the "Shares") of the common stock of In Home Health, Inc., a Minnesota corporation ("IHHI"), to ManorCare Health Services, Inc., a Delaware corporation, or its designee ("ManorCare"), at a purchase price of $3.375 per share, for an aggregate purchase price of $1,558,352.23 (the "Purchase Price"). By executing a copy of this letter, Seller thereby represents that it owns the Shares (of record and beneficially), free and clear of all liens, encumbrances and claims. In connection with the sale of the Shares, Seller agrees to execute and deliver, against payment of the Purchase Price by ManorCare, such agreements and instruments as shall be necessary or advisable to transfer and assign the Shares to ManorCare and to vest in ManorCare all legal and beneficial ownership thereof, including, without limitation, (i) one or more assignments separate from certificate (each with a Medallion signature guarantee), and (ii) an irrevocable proxy granting to ManorCare the right to vote the Shares. By executing a copy of this letter, Seller thereby represents that neither Seller nor any of its subsidiaries or affiliates owns, beneficially or of record, any shares of IHHI common stock other than the Shares. If you are in agreement with the foregoing, please sign in the space indicated below and return one signed copy hereof to the undersigned, whereupon the terms hereof shall become a binding agreement between us with respect to the matters specifically agreed herein. Very truly yours, Geoffrey G. Meyers Executive Vice President, Chief Financial Officer ManorCare Health Services, Inc. ACCEPTED AND AGREED TO: - ---------------------- RS VALUE GROUP, LLC, on behalf of RS Orphan Fund, L.P. and RS Orphan Offshore Fund, L.P. By: /s/ Paul H. Stephens -------------------- Name: Paul H. Stephens Title: General Partner Date: June 29, 2000 EX-8 3 ex8.txt IRREVOCABLE PROXY, DATED 6/29/00 1 EXHIBIT 8 IRREVOCABLE PROXY Subject to the closing of the transactions contemplated in the letter agreement between RS Value Group, LLC, on behalf of RS Orphan Fund, L.P. and RS Orphan Offshore Fund, L.P., and ManorCare Health Services, Inc., dated June 29, 2000, the undersigned, revoking any proxy previously given, hereby appoints Paul A. Ormond, M. Keith Weikel, Geoffrey G. Meyers and R. Jeffrey Bixler, and each of them, as proxies and attorneys-in-fact, with full powers of substitution and re-substitution and pursuant to the provisions of the Minnesota Business Corporation Act, to vote, or to execute and deliver written consents or otherwise act with respect to, Four Hundred Sixty-One Thousand Seven Hundred Thirty-Four (461,734) shares of common stock, $.03 par value, of IN HOME HEALTH, INC., a Minnesota corporation (the "Corporation"), which the undersigned is now or at any time during the effectiveness hereof entitled to vote (the "Shares") as fully, to the same extent and with the same effect as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Minnesota corporation in connection with any actions submitted to a vote of, or other action by, the stockholders of the Corporation. The undersigned hereby affirms that this proxy is executed in connection with a sale of the Shares, is coupled with an interest and is irrevocable. THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. IT SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE TENTH ANNIVERSARY HEREOF. THIS PROXY SHALL BE ENFORCEABLE AGAINST ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK. Dated: June 29, 2000 RS VALUE GROUP LLC By: /s/ Paul H. Stephens -------------------- Name: Paul H. Stephens Title: General Partner EX-9 4 ex9.txt LETTER AGREEMENT, DATED 6/29/00 1 EXHIBIT 9 June 29, 2000 CONFIDENTIAL Eastbourne Capital Management L.L.C. 1101 Fifth Avenue San Rafael, CA 94901 Attention: Eric Sippel Re: In Home Health, Inc. -------------------- Dear Mr. Sippel: This letter sets forth our mutual understanding regarding the sale by Eastbourne Capital Management L.L.C., a Delaware limited liability company ("Seller"), on behalf of Black Bear Fund I, L.P., Black Bear Fund II, L.L.C., Black Bear Offshore Fund and Black Bear Pacific Master Fund, of an aggregate 230,600 shares (the "Shares") of the common stock of In Home Health, Inc., a Minnesota corporation ("IHHI"), to ManorCare Health Services, Inc., a Delaware corporation, or its designee ("ManorCare"), at a purchase price of $3.375 per share, for an aggregate purchase price of $778,275 (the "Purchase Price"). By executing a copy of this letter, Seller thereby represents that it owns the Shares (of record and beneficially), free and clear of all liens, encumbrances and claims. In connection with the sale of the Shares, Seller agrees to execute and deliver, against payment of the Purchase Price by ManorCare, such agreements and instruments as shall be necessary or advisable to transfer and assign the Shares to ManorCare and to vest in ManorCare all legal and beneficial ownership thereof, including, without limitation, (i) one or more assignments separate from certificate (each with a Medallion signature guarantee), and (ii) an irrevocable proxy granting to ManorCare the right to vote the Shares. By executing a copy of this letter, Seller thereby represents that neither Seller nor any of its subsidiaries or affiliates owns, beneficially or of record, any shares of IHHI common stock other than the Shares. If you are in agreement with the foregoing, please sign in the space indicated below and return one signed copy hereof to the undersigned, whereupon the terms hereof shall become a binding agreement between us with respect to the matters specifically agreed herein. Very truly yours, /s/ Geoffrey G. Meyers Geoffrey G. Meyers Executive Vice President, Chief Financial Officer ManorCare Health Services, Inc. ACCEPTED AND AGREED TO: - ---------------------- EASTBOURNE CAPITAL MANAGEMENT LLC By: /s/ Eric Sippel --------------- Name: Eric Sippel Title: Chief Operating Officer Date: June 29, 2000 EX-10 5 ex10.txt IRREVOCABLE PROXY, DATED 6/20/00 1 EXHIBIT 10 IRREVOCABLE PROXY Subject to the closing of the transactions contemplated in the Stock Purchase Agreement between Eastbourne Capital Management L.L.C., on behalf of Black Bear Fund I, L.P., Black Bear Fund II, L.L.C., Black Bear Offshore Fund and Black Bear Pacific Master Fund, and ManorCare Health Services, Inc., dated June 29, 2000, the undersigned, revoking any proxy previously given, hereby appoints Paul A. Ormond, M. Keith Weikel, Geoffrey G. Meyers and R. Jeffrey Bixler, and each of them, as proxies and attorneys-in-fact, with full powers of substitution and re-substitution and pursuant to the provisions of the Minnesota Business Corporation Act, to vote, or to execute and deliver written consents or otherwise act with respect to, two hundred thirty thousand six hundred (230,600) shares of common stock, $.03 par value, of IN HOME HEALTH, INC., a Minnesota corporation (the "Corporation"), which the undersigned is now or at any time during the effectiveness hereof entitled to vote (the "Shares") as fully, to the same extent and with the same effect as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Minnesota corporation in connection with any actions submitted to a vote of, or other action by, the stockholders of the Corporation. The undersigned hereby affirms that this proxy is executed in connection with a sale of the Shares, is coupled with an interest and is irrevocable. THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. IT SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE TENTH ANNIVERSARY HEREOF. THIS PROXY SHALL BE ENFORCEABLE AGAINST ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK. Dated: June 29, 2000 EASTBOURNE CAPITAL MANAGEMENT, L.L.C., on behalf of Black Bear Fund I, L.P., Black Bear Fund II, L.L.C., Black Bear Offshore Fund and Black Bear Pacific Master Fund By: /s/ Eric M. Sippel ------------------ Name: Eric M. Sippel Title: Chief Operating Officer -----END PRIVACY-ENHANCED MESSAGE-----