-----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, L03RfVPFsRkT0w0O09G/2PIX1dyAc0MQx55Ec9v+pMA/GG4gw64yhG5xpHSDcaer S1yNoDMx3kFiWxSN0PoLPQ== 0000878736-07-000175.txt : 20071226 0000878736-07-000175.hdr.sgml : 20071225 20071226081629 ACCESSION NUMBER: 0000878736-07-000175 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071221 FILED AS OF DATE: 20071226 DATE AS OF CHANGE: 20071226 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE INC CENTRAL INDEX KEY: 0000878736 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 341687107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cavanaugh Steven M CENTRAL INDEX KEY: 0001358590 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10858 FILM NUMBER: 071324959 BUSINESS ADDRESS: BUSINESS PHONE: 419 252-5601 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT CITY: TOLEDO STATE: OH ZIP: 43604 4 1 edgardoc.xml PRIMARY DOCUMENT X0202 4 2007-12-21 1 0000878736 MANOR CARE INC HCR 0001358590 Cavanaugh Steven M 333 NORTH SUMMIT STREET TOLEDO OH 43604 0 1 0 0 Vice President & CFO Common Stock 2007-12-21 4 A 0 823 0 A 17155.8 D Common Stock 2007-12-21 4 D 0 17155.8 67 D 0 D Common Stock 2007-12-21 4 D 0 370 67 D 0 I 401(K) Plan Non-Qualified Stock Option (right to buy) 19.25 2007-12-21 4 D 0 10000 67 D 2004-02-01 2011-02-02 Common Stock 10000 0 D Non-Qualified Stock Option (right to buy) 31.75 2007-12-21 4 D 0 1500 67 D 2001-12-01 2008-12-02 Common Stock 1500 0 D Non-Qualified Stock Option (right to buy) 53.21 2007-12-21 4 D 0 40000 67 D 2010-01-30 2014-01-31 Common Stock 40000 0 D Phantom Stock Units 2007-12-21 4 D 0 1403.2 67 D Common Stock 1403.2 0 D Stock Appreciation Rights 7 2007-12-21 4 D 0 8000 67 D 2003-06-16 2010-06-17 Common Stock 8000 0 D Stock Appreciation Rights 18.75 2007-12-21 4 D 0 10000 67 D 2006-02-05 2013-02-06 Common Stock 10000 0 D Stock Appreciation Rights 19.22 2007-12-21 4 D 0 10000 67 D 2005-02-05 2012-02-06 Common Stock 10000 0 D Stock Appreciation Rights 34.3 2007-12-21 4 D 0 10000 67 D 2007-02-04 2014-02-05 Common Stock 10000 0 D This report relates to the exempt disposition of issuer securities by the reporting person pursuant to the Agreement and Plan of Merger, dated as of July 2, 2007, between MCHCR-CP Merger Sub Inc. and the issuer (the "Merger Agreement"). These securities were disposed pursuant to the Merger Agreement in exchange for a cash payment of $67.00 per share. Shares of issuer common stock held indirectly under the HCR Manor Care Stock Purchase and Retirement Savings 401(k) Plan (the "401(k) Plan") were disposed pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $67.00 per share, and such cash was reallocated and invested under an alternative investment option under the 401(k) Plan. This option to purchase issuer common stock (whether or not then exercisable) was, in accordance with the Merger Agreement, canceled and converted into the right to receive a cash payment equal to the product of the number of shares subject to the option as of the effective time of the merger, multiplied by the excess (if any) of the $67.00 per share cash merger consideration over the exercise price per share of the option. Pursuant to the Merger Agreement, each share of Phantom Stock held under the HCR Manor Care Senior Management Savings Plan for Corporate Officers (the "SMSPCO Plan") ceased to represent the right to receive a share of issuer common stock and was converted into the right to receive an amount in cash equal to $67.00. Such cash was credited under the SMSPCO Plan and may be notionally reinvested in accordance with the terms of the SMSPCO Plan. This stock appreciation right, which gave the holder a right to the difference in value (if any) of the underlying issuer common stock, was, in accordance with the Merger Agreement (whether or not then exercisable), canceled and converted into the right to receive a cash payment equal to the product of the number of shares subject to the stock appreciation right as of the effective time of the merger, multiplied by the excess (if any) of the $67.00 per share cash merger consideration over the exercise price per share of the stock appreciation right. By: Matthew S. Kang, attorney-in-fact For: Steven M. Cavanaugh 2007-12-24 -----END PRIVACY-ENHANCED MESSAGE-----