-----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, WW7Q9Pt74bEAY0GLG1/fZgbCt/a2KZf+MdUMRkkETprpu+zZdAdqK/a+R4W4dV19 YlBbO6fUIxwOWxZ3KXS7jA== 0000950124-00-007698.txt : 20001229 0000950124-00-007698.hdr.sgml : 20001229 ACCESSION NUMBER: 0000950124-00-007698 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001228 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001228 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10858 FILM NUMBER: 796948 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 8-K 1 c59179e8-k.txt CURRENT REPORT 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 28, 2000 MANOR CARE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-10858 34-1687107 (State or other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 333 North Summit Street, 16th Floor 43604 Toledo, Ohio (Zip Code) (Address of Principal Executive Offices) Registrant's telephone number, including area code: (419) 252-5500 2 Item 1. Not Applicable. Item 2. Not Applicable. Item 3. Not Applicable. Item 4. Not Applicable. Item 5. OTHER EVENTS. On December 28, 2000, In Home Health, Inc. pursuant to the closing of the merger and related transactions contemplated by that certain Agreement and Plan of Merger, dated as of September 13, 2000, among ManorCare Health Services, Inc., IHHI Acquisition Corp. and In Home Health, Inc., became a wholly owned subsidiary of ManorCare Health Services, Inc. On December 28, 2000, In Home Health, Inc. and Manor Care, Inc. issued a joint press release announcing the completion of the Merger of IHHI Acquisition Corp. with and into In Home Health, Inc. Item 6. Not Applicable. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit 99.1 Press Release dated December 28, 2000. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MANOR CARE, INC. Date: December 28, 2000 By: /s/ R. Jeffrey Bixler --------------------------- R. Jeffrey Bixler Vice President, General Counsel and Secretary EX-99.1 2 c59179ex99-1.txt PRESS RELEASE DATED 12/28/00 1 MANORCARE News Release FOR IMMEDIATE RELEASE CONTACTS: Manor Care Geoffrey G. Meyers, Chief Financial Officer 419/252-5545 e-mail gmeyers@hcr-manorcare.com ------------------------- IN HOME HEALTH MERGER COMPLETED TOLEDO, Ohio and MINNETONKA, Minnesota, December 28, 2000 - Manor Care, Inc. (NYSE:HCR) and In Home Health, Inc. (Nasdaq:IHHI) announced today the completion of the merger of In Home Health with a subsidiary of Manor Care. In Home Health's shareholders approved the merger at a special meeting held today. As a result of the merger, In Home Health became a wholly owned subsidiary of Manor Care and has been delisted from the Nasdaq National Market. Each shareholder of In Home Health (other than those affiliated with Manor Care) became eligible to receive $3.70 cash per share of In Home Health common stock. "Joining Manor Care and In Home Health creates a leading provider of home care and hospice services, with expected annual revenues of more than $200 million for these services in 2001," said Paul Ormond, Manor Care president and chief executive officer. "Our home health care now comprises nearly 80 offices, in 22 states. This geographic presence means we offer hospice services in more markets than any other hospice provider in the United States." Manor Care, Inc., through its operating group HCR Manor Care, is the leading owner and operator of long-term care centers in the United States. The company's 52,000 employees provide high quality care for residents and patients through a network of more than 425 long-term care centers, assisted living facilities and outpatient rehabilitation clinics. Additional services are provided through 38 home health care offices. Alliances and other ventures supply high-quality pharmaceutical products and management services for professional organizations. The company operates primarily under the respected Heartland, ManorCare and Arden Courts names. Manor Care is committed to being the preeminent care provider in the industry. Manor Care common shares are traded on the New York Stock Exchange under the ticker symbol HCR. In Home Health specializes in providing quality comprehensive health care services to clients of all ages in their homes. In Home Health provides these services through a network of 39 offices in 20 markets located in 15 states. Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of federal law. Such forward-looking statements reflect management's beliefs and assumptions and are based on information currently available to management. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the company to differ materially from those expressed or implied in such statements. Such factors are identified in the public filings made by the company with the Securities and Exchange Commission and include changes in the health care industry because of political and economic influences, changes in regulations governing the industry, changes in the competitive marketplace, and changes in current trends in the cost and volume of general and professional liability claims. There can be no assurance that such factors or other factors will not affect the accuracy of such forward-looking statements. -30- -----END PRIVACY-ENHANCED MESSAGE-----