SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

BIXLER R JEFFREY

(Last)

(First)

(Middle)

333 NORTH SUMMIT STREET

(Street)

TOLEDO

43604

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MANOR CARE INC [ HCR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Secretary

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock							154,652	D
Common Stock							7,787	I	401(K) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	$0	12/31/2003		4J⁽¹⁾	635		08/08/1988⁽¹⁾	08/08/1988⁽¹⁾	Common Stock	635	$0⁽¹⁾	7,824	D
Non-Qualified Stock Option (right to buy)	$7						06/16/2003	06/17/2010	Common Stock	135,000		135,000	D
Non-Qualified Stock Option (right to buy)	$18						11/30/1997	12/01/2004	Common Stock	9,000		9,000	D
Non-Qualified Stock Option (right to buy)	$18.75						02/05/2006	02/06/2013	Common Stock	50,000		50,000	D
Non-Qualified Stock Option (right to buy)	$19.22						02/05/2005	02/06/2012	Common Stock	60,000		60,000	D
Non-Qualified Stock Option (right to buy)	$19.25						02/01/2004	02/02/2011	Common Stock	75,000		75,000	D
Non-Qualified Stock Option (right to buy)	$21.5						09/25/1998⁽²⁾	11/29/2005	Common Stock	10,500		10,500	D
Non-Qualified Stock Option (right to buy)	$27.75						09/25/1998⁽²⁾	12/04/2006	Common Stock	12,000		12,000	D
Non-Qualified Stock Option (right to buy)	$32.4375						09/25/2001	09/26/2008	Common Stock	40,000		40,000	D
Non-Qualified Stock Option (right to buy)	$39.4375						09/25/1998⁽²⁾	12/03/2007	Common Stock	12,000		12,000	D

Explanation of Responses:

1. Phantom Stock activity represents the number of phantom stock units credited in 2003 to the reporting person's account in Manor Care, Inc.'s Senior Management Savings Plan for Corporate Officers to be paid 100% in cash upon reporting person's retirement or earlier termination of employment with the company. During 2003, the price at the time the phantom units were credited ranged from $18.35 to $35.32. Fictitious date was provided by the SEC to conform to requirements of electronic filing format. Dates of exercisability and expiration are, therefore, not applicable.

2. The date exercisable has been changed to 9/25/98.

	Bixler, R. Jeffrey	02/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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