-----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, VpvHpg4xJoeZssbCTk/4yFOClH9FpJ+nu00riwaVCix1r83/xOfxznP+SvRjpJN/ mwoaDl3gfLLy9r9BSHBV7g== /in/edgar/work/20000629/0000950137-00-003154/0000950137-00-003154.txt : 20000920 0000950137-00-003154.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950137-00-003154 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000629 GROUP MEMBERS: MANOR CARE HEALTH SERVICES, INC. GROUP MEMBERS: MANOR CARE INC GROUP MEMBERS: MANOR CARE OF AMERICA, INC. GROUP MEMBERS: MANOR CARE, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IN HOME HEALTH INC /MN/ CENTRAL INDEX KEY: 0000818645 STANDARD INDUSTRIAL CLASSIFICATION: [8082 ] IRS NUMBER: 411458213 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41227 FILM NUMBER: 664914 BUSINESS ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: CARLSON CENTER SUITE 500 CITY: MINNETONKA STATE: MN ZIP: 55305-5214 BUSINESS PHONE: 6124497500 MAIL ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: STE 500 CITY: MINNETONKA STATE: MN ZIP: 55305-5214 FORMER COMPANY: FORMER CONFORMED NAME: IN HOME HEALTH INC DATE OF NAME CHANGE: 19880803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE INC CENTRAL INDEX KEY: 0000878736 STANDARD INDUSTRIAL CLASSIFICATION: [8051 ] IRS NUMBER: 341687107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 sc13da.txt AMENDMENT #4 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) IN HOME HEALTH, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.03 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 453222 - -------------------------------------------------------------------------------- (CUSIP Number) R. Jeffrey Bixler Vice President, General Counsel and Secretary Manor Care, Inc. 333 North Summit Street P. O. Box 10086 Toledo, Ohio 43699-0086 (419) 252-5500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 28, 2000 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box. / / NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 12 Pages 2 SCHEDULE 13D - ---------------- ---------------------- CUSIP No. 453222 Page 2 of 12 Pages - ---------------- ---------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ManorCare Health Services, Inc. IRS I.D. No. 52-0886946 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO,WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 6,037,735 SHARES ----------------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER REPORTING 6,037,735 PERSON ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,037,735 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 3 SCHEDULE 13D - ---------------- ---------------------- CUSIP No. 453222 Page 3 of 12 Pages - ---------------- ---------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Manor Care of America, Inc. (f/k/a Manor Care, Inc.) IRS I.D. No. 52-1200376 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO,WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 6,037,735 SHARES ----------------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER REPORTING 6,037,735 PERSON ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,037,735 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 4 SCHEDULE 13D - ---------------- ---------------------- CUSIP No. 453222 Page 4 of 12 Pages - ---------------- ---------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Manor Care, Inc.(f/k/a HCR Manor Care, Inc.) IRS I.D. No. 34-1687107 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO,WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 6,037,735 SHARES ----------------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER REPORTING 6,037,735 PERSON ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,037,735 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 5 ITEM 1. SECURITY AND ISSUER. This Amendment No. 4 to Schedule 13D (this "Amendment") amends and supplements the statement on Schedule 13D filed by Manor Healthcare Corp., a Delaware corporation ("MHC"), on October 27, 1995, as amended by Amendment No. 1 to Schedule 13D filed on March 26, 1999, Amendment No. 2 to Schedule 13D filed May 23, 2000 and Amendment No. 3 to Schedule 13D filed June 1, 2000, with respect to the common stock, par value $.03 per share (the "Common Stock"), of In Home Health, Inc., a Minnesota corporation ("IHHI"), whose principal executive offices are located at Carlson Center, Suite 500, 601 Carlson Parkway, Minnetonka, Minnesota 55305-5214. ITEM 2. IDENTITY AND BACKGROUND. This Amendment is filed with respect to the Common Stock by each of ManorCare Health Services, Inc., a Delaware corporation and the successor to MHC ("MHS"), its parent Manor Care of America, Inc., a Delaware corporation formerly known as Manor Care, Inc. ("MCA"), and its parent Manor Care, Inc., a Delaware corporation formerly known as HCR Manor Care, Inc. ("Manor Care" and, together with MHS and MCA, collectively referred to herein as the "Filing Persons"). The principal place of business of each Filing Person is 333 North Summit Street, Toledo, Ohio 43604. Each Filing Person is a provider of a range of health care services, including long-term care, subacute medical care, rehabilitation therapy, home health care, pharmacy services and management services for subacute care, rehabilitation therapy, vision care and eye surgery. Set forth on Schedule A hereto is the name, citizenship, business or residence address and present principal occupation or employment, as well as the name and address of any corporation or other organization in which such occupation or employment is conducted, of each of the directors and executive officers of each Filing Person, as of the date hereof. During the last five years, no Filing Person, nor, to the knowledge of any Filing Person, any person named in Schedule A, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. See Item 4 below. ITEM 4. PURPOSE OF TRANSACTION. (a) - (j) On May 2, 1995 MHC entered into a purchase agreement (the "Purchase Agreement") with IHHI pursuant to which MHC acquired 6,440,000 shares of Common Stock, 200,000 shares of Series A Convertible Stock (the "Preferred Stock") and a warrant exercisable for three years to purchase up to 6,000,000 shares of Common Stock (the "Warrant"). On October 23, 1995, IHHI agreed to sell to MHC an additional 310,000 shares of Common Stock. On October 24, 1998, MHS's right, as successor to MHC, to purchase Common Stock under the Warrant expired unexercised. On December 1, 1998, the Common Stock underwent a one-for-three reverse stock split. As a result of the foregoing, MHS now holds 2,250,000 shares of Common Stock and 200,000 shares of Preferred Stock, which is convertible into 3,333,334 shares of Common Stock. Pursuant to its certificate of designation, each share of Preferred Stock had the voting rights of the underlying Common Stock on an as-converted basis. On December 22, 1998, MHS and IHHI entered into the Second Preferred Stock Modification Agreement pursuant to which MHS irrevocably waived all of the Preferred Stock's voting rights of the underlying common stock granted under Section 6.01(i) of the Certificate of Designation except with respect to proposals presented to the holders of IHHI's Common Stock to: (i) wind-up, dissolve or liquidate IHHI or revoke or forfeit its charter; (ii) amend its articles of incorporation; (iii) merge or consolidate or enter into an exchange agreement with another corporation; or (iv) sell, lease, transfer or otherwise dispose of all or substantially all of IHHI's assets not in the usual and regular course of Page 5 of 12 Pages 6 business. In exchange, IHHI irrevocably waived its right to pay dividends on the Preferred Stock in the form of shares of Common Stock. The Filing Persons are reviewing their investment and their position with respect to such matters and will continue to do so on an ongoing basis. Such review may result in the Filing Persons acquiring additional shares of capital stock of IHHI or selling all or a portion of their shares, in the open market or in privately negotiated transactions with IHHI or third parties, or maintaining their holdings at current levels. Such review also may result in the Filing Persons formulating or making plans or proposals that relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. Any decision by the Filing Persons to hold, acquire or dispose of shares of capital stock of IHHI or take such other actions with respect to their investment will depend on market, economic and other factors and conditions, including an ongoing evaluation of IHHI's financial condition, operations and prospects, the actions of IHHI's management and Board of Directors and other future developments, regulatory requirements (including compliance with applicable provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) and the relative attractiveness of alternative business and investment opportunities. Such transactions or actions, if any, would be made at such times and in such manner as the Filing Persons, in their discretion, deem advisable. The Filing Persons reserve the right to formulate or make any plans or proposals, and take such actions with respect to their investment, including any or all of the items set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, as they may determine. However, no assurance can be given as to whether or not the Filing Persons will formulate or make any such plans or proposals or as to the terms and conditions thereof. On May 31, 2000, MHS sent a letter to the President of IHHI demanding a special meeting of the shareholders of IHHI for the purpose of: (i) removing all directors of IHHI other than Clyde Michael Ford and Eugene Terry, including, without limitation, removing Wolfgang von Maack, Steven M. Jessup, James J. Lynn and Judith Irene Storfjell (or any of their successors), and any other directors now or hereafter appointed prior to such special meeting; (ii) fixing the number of directors which shall constitute the whole Board of Directors of IHHI at six; and (iii) electing four new directors to fill the vacancies created by such removal. On June 28, 2000, MHS acquired 454,401 shares of Common Stock pursuant to a Stock Purchase Agreement, dated June 28, 2000 (the "Heartland Purchase Agreement"), between MHS and Heartland Advisors, Inc., in its capacity as investment advisor for and on behalf of the Heartland Value Fund, a duly designated mutual fund series of Heartland Group, Inc. (collectively, "Heartland"), for a price per share of $3.375 in cash, representing an aggregate purchase price of $1,533,603.38. In connection with this transaction, Heartland delivered an Irrevocable Proxy, dated June 28, 2000, appointing Paul A. Ormond, M. Keith Weikel, Geoffrey G. Meyers and R. Jeffrey Bixler as proxies and attorneys-in-fact to vote the shares of Common Stock acquired by MHS pursuant to the Heartland Purchase Agreement. Except as set forth herein, no Filing Person has any present plans or proposals which relate to, or could result in, any of the matters described in paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) - (b) The aggregate number and percentage of shares of Common Stock beneficially owned by the Filing Persons as of June 28, 2000 is 6,037,735 shares of Common Stock, representing approximately 68.2% of the 8,853,887 shares of Common Stock outstanding. This latter number of shares is arrived at by adding the number of shares of Common Stock outstanding as reported in IHHI's most recently filed Form 10-Q for the quarter ended March 31, 2000 (5,520,553 shares) plus 3,333,334 shares issuable upon conversion of the Preferred Stock deemed to be outstanding for purposes of this Schedule pursuant to Rule 13d-3(d)(1). Each of Manor Care (acting through its wholly owned subsidiaries, MCA and MHS), and MCA (acting through its wholly owned subsidiary MHS), indirectly has sole power to vote or direct the vote, and to dispose or to direct the disposition of the shares of Common Stock directly owned by MHS. As a result, Manor Care and MCA may be deemed to beneficially own the shares of the Common Stock directly owned by MHS. None of the persons identified on Schedule A attached hereto beneficially owns (including those shares for which there is a right to acquire) any shares of any class or series of IHHI. (c) Except as described in Item 4 above, there have not been any transactions in the Common Stock effected by or for the account of any of the Filing Persons or any executive officer or director the Filing Persons during the last 60 days. (d) Not Applicable. (e) Not Applicable. Page 6 of 12 Pages 7 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. MHS (as successor to MHC) is party to a Registration Rights Agreement with IHHI (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, MHS will have the right to require IHHI to use its best efforts to register for sale in an underwritten public offering under the Securities Act of 1933, as amended, (the "Securities Act") at IHHI's expense, all or any portion of the Common Stock held by MHS or the Common Stock into which the Preferred Stock, directly or indirectly, is convertible ("Registrable Securities"). IHHI will not be entitled to sell its securities in any such registration for its own account without the consent of MHS. In addition, if IHHI at any time seeks to register under the Securities Act for sale to the public any of its securities, IHHI must include, at MHS's request, Registrable Securities in the registration statement, subject to underwriter cutback provisions. In connection with the Heartland Purchase Agreement, Heartland delivered an Irrevocable Proxy, dated June 28, 2000, appointing Paul A. Ormond, M. Keith Weikel, Geoffrey G. Meyers and R. Jeffrey Bixler, each of whom is an officer of MHS, as proxies and attorneys-in-fact to vote the shares of Common Stock acquired by MHS pursuant to the Heartland Purchase Agreement. Except as set forth above or in the response to Item 4 of this Amendment, none of the persons identified in Item 2 of this Amendment (including the persons listed on Schedule A attached hereto) has any contracts, arrangements, understandings or relationships (legal or otherwise) among such persons or with any other person with respect to any securities of IHHI, including, but not limited to, transfer or voting of any securities of IHHI, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit Description - ------- ----------- 1.* Registration Rights Agreement dated as of October 24, 1995, by and between In Home Health Inc. and Manor Healthcare Corp. 2.* Second Preferred Stock Modification Agreement, dated December 22, 1998 by and between In Home Health, Inc. and ManorCare Health Services, Inc. 3.* Joint Filing Agreement, dated March 26, 1999, by and among ManorCare Health Services, Inc., Manor Care, Inc. and HCR Manor Care, Inc. 4.* Letter dated May 31, 2000 from ManorCare Health Services, Inc. to the President of In Home Health, Inc. 5. Stock Purchase Agreement, dated June 28, 2000, between Heartland Advisors, Inc., on behalf of Heartland Value Fund, and ManorCare Health Services, Inc. 6. Irrevocable Proxy, dated June 28, 2000. *Exhibit filed previously. Page 7 of 12 Pages 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 29, 2000 MANOR CARE, INC. By: /s/ R. Jeffrey Bixler ------------------------------- Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary MANOR CARE OF AMERICA, INC. By: /s/ R. Jeffrey Bixler ------------------------------- Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary MANORCARE HEALTH SERVICES, INC. By: /s/ R. Jeffrey Bixler ------------------------------- Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary Page 8 of 12 Pages 9 SCHEDULE A 1. DIRECTORS AND EXECUTIVE OFFICERS OF MANOR CARE, INC. The name, business address and title with Manor Care, Inc. and present principal occupation or employment, of each of the directors and executive officers of Manor Care, Inc. are set forth below. Except as indicated, each person's business address is 333 North Summit Street, Toledo, Ohio 43604. Each person listed below is a citizen of the United States. DIRECTORS NAME PRESENT PRINCIPAL OCCUPATION - ---- ---------------------------- John T. Schwieters Vice Chairman, Perseus, LLC Stewart Bainum, Jr. Chairman of the Board, Manor Care, Inc. Joseph H. Lemieux Chairman and Chief Executive Officer, Owens-Illinois, Inc. William H. Longfield Chairman and Chief Executive Officer, C.R. Bard, Inc. Frederic V. Malek Chairman, Thayer Capital Partners Paul A. Ormond President and Chief Executive Officer, Manor Care, Inc. Robert G. Siefers Vice Chairman and Chief Financial Officer, National City Corporation M. Keith Weikel Senior Executive Vice President and Chief Operating Officer, Manor Care, Inc. Gail R. Wilensky Senior Fellow at Project HOPE Thomas L. Young Executive Vice President-Administration and General Counsel, Owens-Illinois, Inc. OFFICERS NAME TITLE - ---- ------ Paul A. Ormond President and Chief Executive Officer M. Keith Weikel Senior Executive Vice President and Chief Operating Officer Geoffrey G. Meyers Executive Vice President and Chief Financial Officer R. Jeffrey Bixler Vice President, General Counsel and Secretary Steven M. Cavanaugh Vice President William J. Chenevert Vice President Nancy A. Edwards Vice President R. Michael Ferguson Vice President Larry R. Godla Vice President John K. Graham Vice President Jeffrey A. Grillo Vice President Douglas G. Haag Vice President and Treasurer David C. Heberling Vice President Page 9 of 12 Pages 10 J. Susan Hines Vice President William H. Kinschner Vice President David B. Lanning Vice President Barry A. Lazarus Vice President Larry C. Lester Vice President Ann M. McDermott Vice President Spencer C. Moler Vice President and Controller O. William Morrison Vice President Wade B. O'Brian Vice President James P. Pagoaga Vice President Richard W. Parades Vice President John I. Remenar Vice President F. Joseph Schmitt Vice President Joyce C. Smith Vice President Ronald P. Traupane Vice President Deborah J. Workman Vice President Jo Ann Young Vice President 2. DIRECTORS AND EXECUTIVE OFFICERS OF MANOR CARE OF AMERICA, INC. The name, business address and title with Manor Care of America, Inc. and present principal occupation or employment, of each of the directors and executive officers of Manor Care of America, Inc. are set forth below. Except as indicated, each person's business address is 333 North Summit Street, Toledo, Ohio 43604. Each person listed below is a citizen of the United States. DIRECTORS NAME PRESENT PRINCIPAL OCCUPATION - ---- ---------------------------- Paul A. Ormond President and Chief Executive Officer, Manor Care, Inc. M. Keith Weikel Senior Executive Vice President and Chief Operating Officer, Manor Care, Inc. Geoffrey G. Meyers Executive Vice President and Chief Financial Officer, Manor Care, Inc. OFFICERS NAME TITLE - ---- ----- Paul A. Ormond Chairman, President and Chief Executive Officer M. Keith Weikel Senior Executive Vice President and Chief Operating Officer Geoffrey G. Meyers Executive Vice President and Chief Financial Officer R. Jeffrey Bixler Vice President, General Counsel and Secretary Page 10 of 12 Pages 11 Steven M. Cavanaugh Vice President Nancy A. Edwards Vice President Larry R. Godla Vice President John K. Graham Vice President Jeffrey A. Grillo Vice President Douglas G. Haag Vice President and Treasurer David C. Heberling Vice President William H. Kinschner Vice President David B. Lanning Vice President Barry A. Lazarus Vice President Spencer C. Moler Vice President and Controller O. William Morrison Vice President Wade B. O'Brian Vice President Richard W. Parades Vice President John I. Remenar Vice President F. Joseph Schmitt Vice President 3. DIRECTORS AND EXECUTIVE OFFICERS OF MANORCARE HEALTH SERVICES, INC. The name, business address and title with ManorCare Health Services, Inc. and present principal occupation or employment, of each of the directors and executive officers of Manor Care Health Services, Inc. are set forth below. Except as indicated, each person's business address is 333 North Summit Street, Toledo, Ohio 43604. Each person listed below is a citizen of the United States. DIRECTORS NAME PRESENT PRINCIPAL OCCUPATION - ---- ---------------------------- Paul A. Ormond President and Chief Executive Officer, Manor Care, Inc. M. Keith Weikel Senior Executive Vice President and Chief Operating Officer, Manor Care, Inc. Geoffrey G. Meyers Executive Vice President and Chief Financial Officer, Manor Care, Inc. OFFICERS NAME TITLE - ---- ----- Paul A. Ormond Chairman, President and Chief Executive Officer M. Keith Weikel Senior Executive Vice President and Chief Operating Officer Geoffrey G. Meyers Executive Vice President and Chief Financial Officer R. Jeffrey Bixler Vice President, General Counsel and Secretary Page 11 of 12 Pages 12 Steven M. Cavanaugh Vice President Nancy A. Edwards Vice President Larry R. Godla Vice President John K. Graham Vice President Jeffrey A. Grillo Vice President Douglas G. Haag Vice President and Treasurer David C. Heberling Vice President William H. Kinschner Vice President David B. Lanning Vice President Barry A. Lazarus Vice President Spencer C. Moler Vice President and Controller O. William Morrison Vice President Wade B. O'Brian Vice President Richard W. Parades Vice President John I. Remenar Vice President F. Joseph Schmitt Vice President Ronald P. Traupane Vice President Page 12 of 12 Pages EX-5 2 ex5.txt STOCK PURCHASE AGREEMENT, DATED 6/28/00 1 EXHIBIT 5 STOCK PURCHASE AGREEMENT BETWEEN HEARTLAND ADVISORS, INC., ON BEHALF OF HEARTLAND VALUE FUND AND MANORCARE HEALTH SERVICES, INC. INVOLVING SHARES OF IN HOME HEALTH, INC. (JUNE 28, 2000) This STOCK PURCHASE AGREEMENT (the "Agreement") dated June 28, 2000, between Heartland Advisors, Inc. ("Heartland") in its capacity as investment advisor for and on behalf of the Heartland Value Fund (the "Fund"), a duly designated mutual fund series of Heartland Group, Inc. ("Heartland Group"), a Maryland corporation and a registered open-end series investment company under the Investment Company Act of 1940, with its principal place of business in Milwaukee, Wisconsin, and ManorCare Health Services, Inc., a Delaware corporation (the "Buyer") with its principal place of business in Toledo, Ohio. WHEREAS, Heartland desires to sell, and Buyer desires to purchase four hundred fifty-four thousand four hundred one (454,401) shares (the "Shares") of the common stock, par value $0.01 per share, of In Home Health, Inc., a Minnesota corporation ("Issuer"), on the terms and subject to the conditions set forth in this Agreement; and WHEREAS, as of the date of this Agreement, the Fund owned in excess of five percent (5%) of the outstanding voting securities of the Issuer causing the Issuer to be deemed to be an "affiliated person" of Heartland Group under Section 17(a) of the Investment Company Act of 1940 (the "Act") governing transactions among such "affiliated persons" as such term is defined under the Act ("Affiliated Person"); and WHEREAS, as of the date of this Agreement, the Buyer owns in excess of twenty-five percent (25%) of the Issuer causing the Buyer to be with respect to the Issuer both an "affiliated person" under Section 17(a) of the Act and a "control person" under Section 2(a)(9) of the Act. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. PURCHASE AND SALES OF SHARES; CLOSING. (a) PURCHASE AND SALE. Upon the terms and subject to the conditions set forth herein, the Buyer agrees to purchase from Heartland, and Heartland agrees to sell, 1 2 transfer, assign and deliver to the Buyer, all of the Shares free and clear of all Liens (as hereinafter defined). In connection with the sale of the Shares, Heartland agrees to execute and deliver against payment of the Purchase Price by Buyer as provided herein, such agreements and instruments as shall be necessary or advisable to transfer and assign the Shares to Buyer and to vest in Buyer all legal and beneficial ownership thereof, including, without limitation, (i) one or more assignments separate from certificates (each with a Medallion signature guarantee), and (ii) an irrevocable proxy granting to Buyer the right to vote the Shares subject to the closing of the transactions contemplated by this Agreement prior to exercise thereof. (b) PURCHASE PRICE. The purchase price for the Shares is Three Dollars and Thirty-Seven and One-Half Cents ($3.375) per share, for an aggregate purchase price of One Million Five Hundred Thirty-Three Thousand Six Hundred Three Dollars and Thirty-Eight Cents ($1,533,603.38) (the "Purchase Price") which shall be paid by Buyer by wire transfer of immediately available funds as follows: Bank: Firstar Bank Milwaukee, N.A. ABA No.: 075000022 For Credit to Account: 112-950-027 For Credit to: Firstar/Heartland Value Fund - A/C 00002042800 Attention: Accounting Department Buyer hereby agrees that in the event Buyer commences a cash tender offer for all of the shares of Issuer common stock within ninety (90) days following the date of this Agreement, Buyer shall, upon the closing of the purchase by Buyer of any shares of Issuer common stock tendered pursuant thereto, pay to Heartland the amount, if any, by which the purchase price per share for such tendered shares exceeds $3.375, multiplied by 454,401. (c ) CLOSING. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on the date hereof (the "Closing Date"). With respect to the payment of the Purchase Price, Firstar Bank Milwaukee, N.A. shall promptly notify Heartland of its receipt of the Purchase Price. Immediately following Heartland's receipt of such notice from Firstar Bank Milwaukee, N.A. ("Firstar"), Heartland shall instruct Firstar to deposit the Shares with the Depository Trust Company ("DTC") to allow the trade to settle normal-way through DTC electronic settlement and for the Shares to be transferred to Buyer's account at: Brokerage Firm: Merrill Lynch & Co. For Credit to: ManorCare Health Services, Inc. Account Name: HCR Manor Care Account No.: 543-08B55 DTC No.: 5198 2. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer represents 2 3 and warrants to Heartland that: (a) For the purpose of determining the availability of the exemption provided by Rule 17a-6 promulgated under Section 17(a)(2) of the Act, which otherwise prohibits an Affiliated Person, or an affiliated person of such person, from knowingly purchasing from the Fund any security or other property (except securities of which the seller is the issuer), the Buyer is not: (i) an officer, director, employee, investment adviser, member of an advisory board, depositor, promoter of or principal underwriter for Heartland Group, or (ii) a person directly or indirectly controlling Heartland Group, or (iii) a person directly or indirectly owning, controlling, or holding with power to vote 5 percent or more of the outstanding voting securities of Heartland Group, or (iv) a person directly or indirectly under common control with Heartland Group. (b) (i) This Agreement (A) has been duly and validly authorized, executed, and delivered by Buyer and (B) is the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with its terms, except that such enforceability against Buyer may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors' rights generally and by the Court's discretion in relation to equitable remedies; and (ii) no notice to, registration with, consent or approval of, or any other action by, any other person, governmental authority or other entity is required for Buyer to execute, deliver, and perform his obligations under this Agreement. 3. REPRESENTATIONS AND WARRANTIES OF HEARTLAND. Heartland represents and warrants to the Buyer that: (a) Heartland (i) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, (ii) is in good standing under such laws, and (iii) has full power and authority to execute, deliver, and perform its obligations under this Agreement. The Fund is a duly designated and existing mutual fund series of the Heartland Group. (b) Heartland's execution, delivery, and performance of this Agreement has not resulted, and, will not result, in a breach of any provision of (i) Heartland's organizational documents, (ii) any statute, law, writ, order, rule, or regulation of any governmental authority applicable to Heartland, (iii) any judgment, injunction, decree or determination applicable to Heartland, or (iv) any contract, indenture, mortgage, loan 3 4 agreement, note, lease or other instrument by which Heartland may be bound or to which any of the assets of Heartland are subject, in each case as in effect as of the Closing Date. (c) (i) This Agreement (A) has been duly and validly authorized, executed, and delivered by Heartland and (B) is the legal, valid, and binding obligations of Heartland, enforceable against Heartland in accordance with its terms, except that such enforceability against Heartland may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors' rights generally and by the court's discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of, or any other action by, any relevant governmental authority or other entity is or will be required for Heartland to execute, deliver, and perform its obligations under, this Agreement. (d) The Fund is the sole legal and beneficial owner of, and has good title to, the Shares, free and clear of any mortgages, claims, liens, rights of first refusal or similar rights, security interests, options, pledges or encumbrances of any kind whatsoever (collectively, "Liens") and the Shares are not subject to any prior sale, transfer or assignment. (e) No broker, finder, or other entity acting under Heartland's authority is entitled to any broker's commission or other fee in connection with the transactions contemplated by this Agreement for which Buyer could be responsible. If a broker, finder, or other entity acting under Heartland's authority was involved in this transaction, Heartland represents and warrants that such broker, finder, or other entity was and is the representative of Heartland, not of Buyer; that such broker, finder, or other entity had no authority to make any statements on behalf of Buyer; that Heartland had the opportunity to review all documentation independently of such broker, finder, or other entity; that Heartland has no recourse against Buyer for any misstatements that may have been made by such broker, finder or other entity; and that Heartland is solely responsible for any fees due to such broker, finder, or other entity arising out of this transaction. (f) Heartland: (i) is a sophisticated investor with respect to the sale of the Shares, and (ii) has independently and without reliance upon Buyer, and based on such information as Heartland has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Heartland has relied upon Buyer's express representations and warranties contained in Section 2 of this Agreement. Heartland acknowledges that Buyer has not given Heartland any investment advice, credit information, or opinion on whether the sale of the Shares is prudent. (g) Except for the foregoing express warranties, Heartland makes no representations or warranties, whether express, implied or otherwise, and hereby expressly disclaims the existence of any such representations or warranties. Heartland's 4 5 liability for any breach of a representation or warranty made by it in this agreement and for any indemnification obligation pursuant to Section 5 of this Agreement shall be limited in all events to a maximum amount equal to the Purchase Price. 4. RELIANCE ON AND SURVIVAL OF REPRESENTATIONS. All agreements, representations and warranties of each party hereto shall survive the execution and delivery of this Agreement for a period of one (1) year following the Closing Date. 5. INDEMNIFICATION. Subject, in the case of Heartland, to the limitation on its liability set forth in Section 3 of this Agreement, each party hereto agrees to defend, indemnify and hold harmless the other party (the "Indemnified Party") from and against, and to reimburse the Indemnified Party with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, asserted against or incurred by such Indemnified Party by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement or in connection with the transactions contemplated hereby. An Indemnified Party shall give prompt notice to the other party of any claim for indemnification arising under this Section 5. The indemnifying party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to the Indemnified Party, at the indemnifying party's own cost and expense, including the cost and expense of reasonable attorneys' fees and disbursements in connection with such defense. 6. NOTICES. All notices and other communications required or permitted to be given hereunder shall be in writing, and delivered personally or by commercial messenger service; sent by registered or certified first class postage prepaid mail, return receipt requested; by telegram; by telecopy/facsimile (confirmed by first class postage prepaid mail); or by a nationally recognized overnight air carrier, in each case addressed as follows: If to Heartland: Heartland Advisors, Inc. 789 N. Water Street Milwaukee, Wisconsin 53202 Attention: Jilaine H. Bauer, Esq. Telecopier No.: (414) 977-8727 If to the Buyer: ManorCare Health Services, Inc. 333 N. Summit Street Toledo, Ohio 43604 or P.O. Box 10086 Toledo, OH 43699-0086 Attention: David K. Nees, Esq. 5 6 Telecopier No. (419) 252 -5599 or to such other address or telecopier number as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. Any notice, request or communication hereunder shall be deemed to have been given (a) on the day on which it is delivered personally or by commercial messenger service to such party at its address specified above, (b) if sent by mail, on the third business day after the day it is deposited in the mail, postage prepaid, (c) if sent by telegram, when it is delivered to the telegraph company, addressed as aforesaid, (d) if telecopied to such party at the telecopier number (and confirmed) as specified above, on the day it is transmitted, or (e) if sent by overnight carrier, on the business day next following its dispatch. 7. WAIVER OF BREACH. The waiver by either party of a breach of any provision of this Agreement by the other party must be in writing and shall not operate or be construed as a waiver of any subsequent breach by such other party. 8. ENTIRE AGREEMENT: AMENDMENTS. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements or understandings between the parties with respect thereto. This Agreement may not be changed, modified, amended or altered except by an agreement in writing referring expressly to this Agreement and signed by each of the parties hereto. 9. HEADINGS. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 10. BINDING EFFECT. This Agreement shall bind and be enforceable by and against each of the parties in accordance with the terms hereof. This Agreement shall inure to the benefit of and be enforceable by and against their respective heirs and personal representatives, successors and assigns. 11. GOVERNING LAW. This Agreement will be governed by, and construed and enforced in accordance with, the laws of Wisconsin, without giving effect to the provisions, policies or principles thereof relating to choice or conflicts of law. 12. COUNTERPARTS; FACSIMILES. (a) This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. (b) A duplicate or facsimile copy of this Agreement shall have the same full force and effect as an originally executed counterpart of this Agreement. 6 7 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. HEARTLAND ADVISORS, INC. on behalf of Heartland Value Fund, a series of Heartland Group, Inc. By: /s/ Jilaine Hummel Bauer ----------------------------------------------- Name: Jilaine Hummel Bauer ------------------------------------------ Title: Senior Vice President ----------------------------------------- ManorCare Health Services, Inc. /s/ Geoffrey G. Meyers ----------------------------------------------- Signature Name: Geoffrey G. Meyers Title: Executive Vice President, Chief Financial Officer The undersigned hereby agrees to the terms of Section 1(c) of this Agreement: FIRSTAR BANK MILWAUKEE, N.A. By: /s/ Marsha A. Croxton ----------------------------------------------- Name: Marsha A. Croxton ------------------------------------------ Title: Senior Vice President ----------------------------------------- EX-6 3 ex6.txt IRREVOCABLE PROXY, DATED 6/28/00 1 EXHIBIT 6 IRREVOCABLE PROXY Subject to the closing of the transactions contemplated in the Stock Purchase Agreement between Heartland Advisors, Inc., on behalf of Heartland Value Fund, and ManorCare Health Services, Inc., dated June 28, 2000, the undersigned, revoking any proxy previously given, hereby appoints Paul A. Ormond, M. Keith Weikel, Geoffrey G. Meyers and R. Jeffrey Bixler, and each of them, as proxies and attorneys-in-fact, with full powers of substitution and re-substitution and pursuant to the provisions of the Minnesota Business Corporation Act, to vote, or to execute and deliver written consents or otherwise act with respect to, Four Hundred Fifty-Four Thousand Four Hundred One (454,401) shares of common stock, $.01 par value, of IN HOME HEALTH, INC., a Minnesota corporation (the "Corporation"), which the undersigned is now or at any time during the effectiveness hereof entitled to vote (the "Shares") as fully, to the same extent and with the same effect as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Minnesota corporation in connection with any actions submitted to a vote of, or other action by, the stockholders of the Corporation. The undersigned hereby affirms that this proxy is executed in connection with a sale of the Shares, is coupled with an interest and is irrevocable. THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. IT SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE TENTH ANNIVERSARY HEREOF. THIS PROXY SHALL BE ENFORCEABLE AGAINST ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK. Dated: June 28, 2000 FIRSTAR BANK MILWAUKEE, N.A., as custodian for Heartland Value Fund By: /s/ Marsha A. Croxton ----------------------------------------- Name: Marsha A. Croxton --------------------------------------- Title: Senior Vice President -------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----