-----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, UDJu5qnpzovb9ehbKfwhxwWGoZc+/tcE6wi+Z/tCKuxriQPKzXFiy2pFiZdo07dU +zGA2OFa5rFD/b08twAJmg== 0000878736-07-000179.txt : 20071226 0000878736-07-000179.hdr.sgml : 20071225 20071226081721 ACCESSION NUMBER: 0000878736-07-000179 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: Guillard Stephen L CENTRAL INDEX KEY: 0001328753 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10858 FILM NUMBER: 071324965 BUSINESS ADDRESS: BUSINESS PHONE: 419-252-5945 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 4 1 edgardoc.xml PRIMARY DOCUMENT X0202 4 2007-12-21 1 0000878736 MANOR CARE INC HCR 0001328753 Guillard Stephen L HCR MANOR CARE 333 NORTH SUMMIT STREET TOLEDO OH 43604 1 1 0 0 Executive Vice President, COO Common Stock 2007-12-21 4 D 0 43236.6 67 D 0 D Non-Qualified Stock Option (right to buy) 38.86 2007-12-21 4 D 0 50000 67 D 2008-06-01 2010-06-02 Common Stock 50000 0 D Non-Qualified Stock Option (right to buy) 39.38 2007-12-21 4 D 0 50000 67 D 2009-01-31 2016-02-01 Common Stock 50000 0 D Non-Qualified Stock Option (right to buy) 53.21 2007-12-21 4 D 0 75000 67 D 2010-01-30 2014-01-31 Common Stock 75000 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"). 25,084.6 shares of such issuer common stock were disposed pursuant to the Merger Agreement in exchange for a cash payment of $67.00 per share and 18,152 shares of such issuer common stock were disposed pursuant to a rollover agreement in exchange for certain shares of common stock of the parent company of MCHCR-CP Merger Sub Inc. with an aggregate value of $1,216,184. 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. By: Matthew S. Kang, attorney-in-fact For: Stephen L. Guillard 2007-12-24 -----END PRIVACY-ENHANCED MESSAGE-----