-----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, GbajA9Rg7cTJNa16FAestXqUARImJVv3Eg1+fIjBwUzm70V1EU54i8l13JOYOrxB YpeZVcyfTNdDG3H2vU0NUw== 0000878736-07-000185.txt : 20071226 0000878736-07-000185.hdr.sgml : 20071225 20071226081843 ACCESSION NUMBER: 0000878736-07-000185 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: ORMOND PAUL A CENTRAL INDEX KEY: 0001181683 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10858 FILM NUMBER: 071324974 MAIL ADDRESS: STREET 1: MANOR CARE INC STREET 2: 333 N 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 0001181683 ORMOND PAUL A 333 NORTH SUMMIT STREET TOLEDO OH 43604 1 1 0 0 President & CEO Common Stock 2007-12-21 4 A 0 15840 0 A 1705242.8 D Common Stock 2007-12-21 4 D 0 1605242.8 67 D 100000 D Common Stock 2007-12-21 4 D 0 74055.1 67 D 0 I 401(K) Plan Common Stock 2007-12-21 4 D 0 6282 67 D 0 I by Spouse Common Stock 2007-12-21 4 D 0 89286 67 D 0 I by Trust Non-Qualified Stock Option (right to buy) 19.22 2007-12-21 4 D 0 400000 67 D 2005-02-05 2012-02-06 Common Stock 400000 0 D Non-Qualified Stock Option (right to buy) 28.33 2007-12-21 4 D 0 220000 67 D 2003-09-10 2010-06-17 Common Stock 220000 0 D Non-Qualified Stock Option (right to buy) 32.4375 2007-12-21 4 D 0 300000 67 D 2001-09-25 2008-09-26 Common Stock 300000 0 D Non-Qualified Stock Option (right to buy) 34.3 2007-12-21 4 D 0 180000 67 D 2007-02-04 2014-02-05 Common Stock 180000 0 D Non-Qualified Stock Option (right to buy) 35.22 2007-12-21 4 D 0 215800 67 D 2005-03-15 2015-03-16 Common Stock 215800 0 D Non-Qualified Stock Option (right to buy) 38.22 2007-12-21 4 D 0 365000 67 D 2005-05-23 2011-02-02 Common Stock 365000 0 D Non-Qualified Stock Option (right to buy) 39.38 2007-12-21 4 D 0 250000 67 D 2009-01-31 2016-02-01 Common Stock 250000 0 D Non-Qualified Stock Option (right to buy) 41.35 2007-12-21 4 D 0 209938 67 D 2006-03-01 2013-02-06 Common Stock 209938 0 D Non-Qualified Stock Option (right to buy) 53.21 2007-12-21 4 D 0 200000 67 D 2010-01-30 2014-01-31 Common Stock 200000 0 D Phantom Stock Units 2007-12-21 4 D 0 30528.3 67 D Common Stock 30528.3 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"). 1,008,227.8 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 597,015 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 $40,000,000. A proportion of the reporting person's securities are held as restricted stock units, which in accordance with the Merger Agreement, are being canceled and converted into the right to receive a cash payment of $67.00 per share payable as of the first business day following January 1, 2008. 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. Shares of issuer common stock held by the reporting person's spouse were disposed pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $67.00 per share. Shares of issuer common stock held indirectly under the Paul A. Ormond Irrevocable Trust were disposed pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $67.00 per share. 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. By: Matthew S. Kang, attorney-in-fact For: Paul A. Ormond 2007-12-24 -----END PRIVACY-ENHANCED MESSAGE-----