-----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, M6dtZeimdvPAtnBjAzaAPgtmGY43gtD3H77OVZ+jjhMIWcB7lnaZnhntU/YuWE6z 8VimR/ygz7eZXKk0NIZHjw== /in/edgar/work/0000950137-00-003253/0000950137-00-003253.txt : 20000712 0000950137-00-003253.hdr.sgml : 20000712 ACCESSION NUMBER: 0000950137-00-003253 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000711 GROUP MEMBERS: MANOR CARE HEALTH SERVICES, INC. GROUP MEMBERS: MANOR CARE INC GROUP MEMBERS: MANOR CARE OF AMERICA, 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: 670776 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 #6 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6) 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) July 10, 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 6,730,069 SHARES ----------------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER REPORTING 6,730,069 PERSON ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,730,069 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.90% - -------------------------------------------------------------------------------- 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 6,730,069 SHARES ----------------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER REPORTING 6,730,069 PERSON ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,730,069 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.90% - -------------------------------------------------------------------------------- 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 6,730,069 SHARES ----------------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER REPORTING 6,730,069 PERSON ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,730,069 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.90% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 5 ITEM 1. SECURITY AND ISSUER. This Amendment No. 6 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, Amendment No. 3 to Schedule 13D filed June 1, 2000, Amendment No. 4 to Schedule 13D filed June 29, 2000 and Amendment No. 5 to Schedule 13D filed June 30, 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. 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. On June 29, 2000, MHS acquired 692,334 shares of Common Stock as follows: (i) 461,734 shares of Common Stock pursuant to a Letter Agreement, dated June 29, 2000 (the "RS Purchase Agreement"), between MHS and RS Value Group, LLC, on behalf of RS Orphan Fund, L.P. and RS Orphan Offshore Fund, L.P. (collectively, "RS"), for a price per share of $3.375, representing an aggregate purchase price of $1,558,352.23, and (ii) 230,600 shares of Common Stock pursuant to a Letter Agreement, dated June 29, 2000 (the "Eastbourne Purchase Agreement"), between MHS and Eastbourne Capital Management L.L.C., on behalf of Black Bear Fund I, L.P., Black Bear Fund II, L.L.C., Black Bear Offshore Fund and Black Bear Pacific Master Fund (collectively, "Eastbourne"), for a price per share of $3.375, representing an aggregate purchase price of $778,275. In connection with each of these transactions, each of RS and Eastbourne delivered an Irrevocable Proxy, dated June 29, 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 RS Purchase Agreement and the Eastbourne Purchase Agreement, respectively. On July 7, 2000, IHHI informed MHS that all directors of IHHI, other than Clyde Michael Ford and Eugene Terry, had resigned from the Board of Directors and all committees thereof. Also on July 7, 2000, M. Keith Wiekel and Geoffrey G. Meyers, each of whom is an officer and director of each of the Filing Persons, was appointed to the Board of Directors of IHHI. MHS intends to seek the appointment of additional directors to the Board of Directors of IHHI following certain filings with the Securities and Exchange Commission. On July 10, 2000, MHS sent a letter to the Chairman of the Board of Directors of IHHI proposing a business combination between MHS and IHHI in which IHHI shareholders would receive $3.375 in cash for each share of Common Stock. In this letter, MHS indicated that it is prepared to enter into immediate negotiations with the IHHI Board of Directors, management, and legal and financial advisors regarding the terms of a definitive agreement. In addition, MHS indicated that its proposal was not contingent upon financing and was subject to the negotiation of a definitive merger agreement on customary terms and conditions, including all required regulatory and board approvals. Although MHS and IHHI have not agreed to the terms or conditions of any specific transaction, MHS intends to seek a business combination with IHHI that may result in a change to the present Board of Directors or management of IHHI, and/or may cause IHHI's Common Stock to cease to be listed on the Nasdaq National Market. Also, on July 10, 2000, MHS sent a letter to the Chairman of the Board of Directors of IHHI withdrawing the demand for a special meeting of the shareholders of IHHI made pursuant to MHS's letter of May 31, 2000. Except as set forth herein, no Filing Person has any other 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 July 10, 2000 is 6,730,069 shares of Common Stock, representing approximately 75.90% of the 8,867,558 shares of Common Stock the Filing Persons believe to be outstanding. This latter number of shares is arrived at by adding the number of shares of Common Stock IHHI has informed the Filing Persons were outstanding on June 26, 2000 (5,534,224) 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. In connection with the RS Purchase Agreement and the Eastbourne Purchase Agreement, respectively, RS and Eastbourne each delivered an Irrevocable Proxy, dated June 29, 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 such agreements. 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. 7.* Letter Agreement, dated June 29, 2000, between ManorCare Health Services, Inc. and RS Value Group, LLC, on behalf of RS Orphan Fund, L.P. and RS Orphan Offshore Fund, L.P. 8.* Irrevocable Proxy, dated June 29, 2000. 9.* Letter Agreement, dated June 29, 2000, between ManorCare Health Services, Inc. and Eastbourne Capital Management LLC, on behalf of Black Bear Fund I, L.P., Black Bear Fund II, L.L.C., Black Bear Offshore Fund and Black Bear Pacific Master Fund. 10.* Irrevocable Proxy, dated June 20, 2000. 11. Letter dated July 10, 2000 from ManorCare Health Services, Inc. to the Chairman of the Board of In Home Health, Inc. 12. Letter dated July 10, 2000 from ManorCare Health Services, Inc. to the Chairman of the Board of In Home Health, Inc. withdrawing request for special meeting of shareholders. *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: July 10, 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-99.11 2 ex99-11.txt LETTER TO CHAIRMAN OF THE BOARD OF IN HOME HEALTH 1 EXHIBIT 11 VIA CERTIFIED MAIL - RETURN RECEIPT REQUESTED --------------------------------------------- July 10, 2000 Mr. Clyde Michael Ford Chairman of the Board In Home Health, Inc. 601 Carlson Parkway, Suite 500 Minnetonka, MN 55305 Dear Mr. Ford: As we have recently indicated to In Home Health, Inc.'s ("IHHI") management, now that ManorCare Health Services, Inc. ("MCHS") has acquired voting control of IHHI it has become interested in a strategic business combination with IHHI which we believe would promote the long-term growth and development of our companies. Based on a review of publicly available information regarding IHHI and its operations, I propose a business combination between MCHS and IHHI in which IHHI shareholders would receive $3.375 in cash for each share of IHHI common stock. Our proposal is not contingent upon financing. In our view, a combination between our two companies at this time not only makes compelling business sense, but also represents a unique opportunity for the shareholders of IHHI to realize the maximum value for their shares. In addition, we believe that a business combination between MCHS and IHHI will provide significant long-term and short-term strategic, operational, financial and other benefits to the customers, creditors and employees of IHHI as well as to the communities in which IHHI operates. We are confident that IHHI's shareholders will find MCHS's all-cash proposal extremely attractive. The $3.375 per share purchase price represents over a 71% premium over the closing price of the IHHI shares on May 31, 2000, the date of my letter to IHHI requesting a special meeting of the shareholders of IHHI. We reasonably believe that the $3.375 per share purchase price is fair and should be satisfactory to all remaining shareholders based on current and historical prices, as well as on the purchase price of $3.375 paid in each of the privately-negotiated share purchases that we recently concluded with Heartland Advisors, Inc. ("Heartland"), RS Investment Management Co., LLC ("RS Investment") and Eastbourne Capital 2 Management, LLC ("Eastbourne"). Our proposal thus allows individual shareholders to liquidate their investment in IHHI at the same price as the large, institutional holders who sold MCHS a controlling position. As you are aware, Heartland, RS Investment and Eastbourne are all institutional investors possessing a great deal of financial sophistication. It is important to note that the proposed $3.375 per share price was prepared solely on the basis of MCHS's analysis of publicly-available information regarding IHHI. Any transaction would be contingent upon MCHS first completing a satisfactory due diligence review. We expect that, if granted the opportunity, such a due diligence review could be completed by MCHS and its advisors within a short period of time. Of course, any transaction would be subject to the negotiation of a definitive merger agreement on customary terms and conditions, including the receipt of all required regulatory approvals. Notwithstanding the foregoing, we do not expect that the transaction as proposed will encounter any significant regulatory delays. The transaction would also be subject to the approval of the proposed combination by the IHHI board of directors. We strongly prefer to work with the IHHI board of directors and its management toward the prompt consummation of a negotiated transaction that could be presented to IHHI's shareholders as a product of our joint efforts. We hope that the IHHI board of directors will seriously and carefully consider our proposal and will act in accordance with its fiduciary duties and applicable law. To that end, we are prepared to enter into immediate negotiations with the IHHI board of directors, its management and its legal and financial advisors regarding the terms of a negotiated transaction, during which time we would expect to conduct our due diligence review. We look forward to your prompt response to our proposal and to an opportunity to meet with you to discuss moving forward to consummate a business combination that is in the best interests of our respective companies, shareholders customers, employees and other constituencies. Very truly yours, /s/ Paul A. Ormond Paul A. Ormond President & Chief Executive Officer ManorCare Health Services, Inc. cc: Board of Directors of IHHI EX-99.12 3 ex99-12.txt LETTER TO CHAIRMAN OF THE BOARD OF IN HOME HEALTH 1 EXHIBIT 12 VIA CERTIFIED MAIL - RETURN RECEIPT REQUESTED --------------------------------------------- June 10, 2000 Mr. Clyde Michael Ford, Chairman of the Board In Home Health, Inc. 601 Carlson Parkway, Suite 500 Minnetonka, MN 55305 Re: Withdrawal of the Demand for a Special Meeting of Shareholders -------------------------------------------------------------- Dear Mr. Ford: It is ManorCare Health Services, Inc.'s ("MCHS") understanding that: (i) all of the directors of In Home Health, Inc. ("IHHI"), other than Clyde Michael Ford and Eugene Terry, have resigned from the Board of Directors of IHHI on or before July 7, 2000; and (ii) Clyde Michael Ford and Eugene Terry, the remaining directors of IHHI, elected M. Keith Weikel and Geoffrey G. Meyers as directors on July 7, 2000. Based on our understanding, MCHS hereby withdraws its May 31, 2000 demand for a special meeting of the shareholders of IHHI. Very truly yours, /s/ Paul A. Ormond Paul A. Ormond President & Chief Executive Officer ManorCare Health Services, Inc. -----END PRIVACY-ENHANCED MESSAGE-----