sctoviza

-----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, CDxM6oPbVZR3KsoMhUQElIsbS3ZKAQUBTpWuWyyt3k7O6jnrU4Ncgt/EBnrgz5rk t2uXcLTA30iRYwqCCrwAdA== 0000950137-04-010233.txt : 20080717 0000950137-04-010233.hdr.sgml : 20071002 20041119091615 ACCESSION NUMBER: 0000950137-04-010233 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20041119 DATE AS OF CHANGE: 20050921 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42240 FILM NUMBER: 041156398 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 FILED BY: 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: SC TO-I/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 TO-I/A 1 c89902a1sctoviza.htm AMENDMENT TO TENDER OFFER STATEMENT sctoviza

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

MANOR CARE, INC.

(Name of Issuer)

MANOR CARE, INC. (Issuer)

(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))

2.125% Convertible Senior Notes Due 2023
(Title of Class of Securities)

(CUSIP Nos. 564055AD3 and 564055AE1)
(CUSIP Number of Class of Securities)

R. JEFFREY BIXLER
VICE PRESIDENT AND GENERAL COUNSEL
MANOR CARE, INC.
333 N. SUMMIT STREET
TOLEDO, OHIO 43604-2617
(419) 252-5500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Filing Person(s))

COPY TO:
MICHAEL D. LEVIN, ESQ.
LATHAM & WATKINS LLP
233 S. WACKER DRIVE, SUITE 5800
CHICAGO, ILLINOIS 60606
(312) 876-7700

CALCULATION OF FILING FEE


Transaction valuation*	Amount of filing fee**
$100,000,000		$12,670

* Calculated solely for the purpose of determining the amount of the filing fee. The amount assumes the exchange of $100,000,000 aggregate principal amount of Manor Care Inc.’s 2.125% Convertible Senior Notes Due 2023 for Manor Care, Inc.’s 2.125% Convertible Senior Notes Due 2023.

** Previously paid.


o		Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.


Amount Previously Paid:	Not applicable.	Filing party:	Not applicable.
Form or Registration No.:	Not applicable.	Date Filed:	Not applicable.


o		Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:


o		third-party tender offer subject to Rule 14d-1


þ		issuer tender offer subject to Rule 13e-4


o		going private transaction subject to Rule 13e-3


o		amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer o

This Amendment No. 1 to Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (“Schedule TO”) filed by Manor Care, Inc., a Delaware corporation (“Manor Care”) on November 3, 2004. This Amendment relates to the offer by Manor Care (i) to exchange $1,000 in principal amount of 2.125% Convertible Senior Notes due 2023 (the “New Notes”) and (ii) a one time cash payment (an “Exchange Fee”) equal to 0.25% of the principal amount of outstanding 2.125% Convertible Senior Notes due 2023 (the “Old Notes” and together with the New Notes, the “Notes”) for each $1,000 in principal amount of our outstanding Old Notes that is properly tendered and accepted for exchange upon the terms and subject to the conditions set forth in the Offer to Exchange dated November 3, 2004 (the “Offer to Exchange”) and in the related Letter of Transmittal (the “Letter of Transmittal”), as each may be amended from time to time. The offer to exchange the Notes (including the payment of an Exchange Fee) pursuant to the Offer to Exchange is referred to herein as an “Offer.” This Amendment amends and supplements Schedule TO as set forth below. This Amendment is filed to satisfy the reporting requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

The information in the Offer to Exchange and the related Letter of Transmittal, copies of which were previously filed on Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii) thereto, is incorporated in this Amendment by reference, except that such information is hereby amended and supplemented to the extent specifically provided herein.

ITEMS 1, 4, 6, 7 AND 11.

Items 1, 4, 6, 7 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Exchange, are hereby amended and supplemented as follows:

(1) The first sentence in the boxed paragraph on page i (the cover page) of the Offer to Exchange is hereby amended to delete the words “Wednesday, December 1, 2004” and replace them with the following: “Thursday, December 2, 2004”.

(2) The first sentence of the second paragraph on page i (the cover page) of the Offer to Exchange is hereby amended to delete the words “December 1, 2004” and replace them with the following: “December 2, 2004”.

(3) The second sentence in the first full paragraph found on page v of the Offer to Exchange under the section entitled “Special Note Regarding Forward-Looking Statements” is hereby deleted.

(4) The caption “Expiration Date” in the section entitled “Summary of the Offer to Exchange” on page 1 of the Offer to Exchange is hereby amended and restated in its entirety as follows:

Expiration Date...The Offer commenced on Wednesday, November 3, 2004 and will expire at 12:00 midnight, New York City time, on Thursday, December 2, 2004, unless extended by the Company in its sole discretion (the “Expiration Date”), subject to the right of the Company in its sole discretion and subject to applicable law, to terminate, withdraw or amend such Offer at any time as described in “The Offer to Exchange – Conditions to the Offer” on page 31 of this Offer to Exchange.

(5) The sixth (6th) bullet point on page 29 of the Offer to Exchange under the section entitled “The Offer to Exchange – Terms of the Offer; Period for Tendering” is hereby amended and restated in its entirety as follows:

• The Offer expires at 12:00 midnight, New York City time, on Thursday, December 2, 2004. We may, however, in our sole discretion, extend the period of time for which the Offer is open. References in this Offer to Exchange to the Expiration Date mean 12:00 midnight, New York City time, on Thursday, December 2, 2004 or, if extended by us, the latest date to which the Offer is extended.

(6) The first sentence of the first (1st) bullet point on page 31 of the Offer to Exchange under the section entitled “The Offer to Exchange – Important Reservation of Rights Regarding the Offer” is hereby amended and restated in its entirety as follows:

We also reserve the absolute right to waive any defects or irregularities or conditions of the Offer as to any particular Old Notes either before or after the Expiration Date.

(7) The first sentence of the section entitled “The Offer to Exchange – Withdrawal of Tenders” on page 35 of the Offer to Exchange is hereby amended and restated in its entirety as follows:

You may withdraw your tender of Old Notes (i) at any time prior to 12:00 midnight, New York City time, on the Expiration Date, or any subsequent date to which we extend it; or (ii) if not exchanged for New Notes, after the expiration of 40 business days from the commencement of the Offer.

(8) The second sentence of the third (3rd) paragraph under the section entitled “Where You Can Find More Information” on page 68 of the Offer to Exchange is hereby amended by deleting the clause “, and information that we file later with the SEC will automatically update and supersede this information”.

(9) The final sentence of the third (3rd) paragraph under the section entitled “Where You Can Find More Information” on page 68 of the Offer to Exchange is hereby amended by deleting the following clause “and any future filings we will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the completion or termination of this Offer”.

ITEM 10. FINANCIAL STATEMENTS.

(1) Item 10 (a)(4) of the Schedule TO is hereby amended and restated in its entirety as follows:

As of September 30, 2004, the book value per share of Manor Care’s common stock is $11.21 per share of common stock.

(2) After the final paragraph on page 27 of the Offer to Exchange under the section entitled “Ratio of Earnings to Fixed Charges”, the following shall be inserted as a new section entitled “Selected Financial Information”:

SELECTED FINANCIAL INFORMATION

Set forth below is certain selected financial information relating to us for the periods indicated. The selected financial information (other than the ratio of earnings to fixed charges and book value per common share) set forth as of and for the years ended December 31, 2003 and 2002 has been excerpted or derived from the audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2003. The selected financial information (other than the ratio of earnings to fixed charges and book value per common share) set forth as of and for the nine months ended September 30, 2004 and 2003 has been excerpted or derived from the unaudited financial statements set forth in our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2004 and 2003. In the opinion of management, the financial information as of and for the nine months ended September 30, 2004 and 2003 reflects all normal recurring adjustments considered necessary for a fair presentation. Operating results for the nine months ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. More comprehensive information is included in our most recent Annual Report on Form 10-K for the year ended December 31, 2003 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. The financial information that follows is qualified in its entirety by reference to such reports, which are incorporated into this Offer to Exchange by reference.

Summary Financial Information
(In thousands, except per share amounts and ratios)


	As of and for the				As of and for the
	nine months ended September 30,				year ended December 31,
	2004		2003		2003		2002
Results of operations
Revenues	$	2,403,291	$	2,242,385	$	3,029,441	$	2,905,448
Income before other income (expenses) and income taxes		222,865		150,049		219,531		213,715
Income before cumulative effect		120,300		81,086		119,007		131,864
Net income		120,300		81,086		119,007		130,550
Earnings per share – basic:
Income before cumulative effect	$	1.38	$	.90	$	1.33	$	1.34
Net income		1.38		.90		1.33		1.33
Earnings per share – diluted:
Income before cumulative effect	$	1.35	$	.89	$	1.31	$	1.33
Net income		1.35		.89		1.31		1.31

Balance sheet data
Current assets	$	536,217	$	558,050	$	585,399	$	510,817
Noncurrent assets		1,812,245		1,788,720		1,811,312		1,818,255
Current liabilities		418,596		398,742		387,502		641,864
Noncurrent liabilities		960,246		996,759		1,034,104		671,161

Other financial data
Ratio of earnings to fixed charges		4.6x		4.2x		4.4x		5.1x
Book value per common share	$	11.21	$	10.69	$	10.95	$	10.69

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

(a)(1)(vi) Supplement to Offer to Exchange, dated November 19, 2004.

(a)(5)(iii) Press Release, dated November 19, 2004.

LETTER OF TRANSMITTAL

(1) The first sentence in the boxed paragraph on page 1 (the cover page) of the Letter of Transmittal is hereby amended and restated in its entirety as follows:

THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 2, 2004, UNLESS EXTENDED BY US (THE “EXPIRATION DATE”).

(2) The second to last paragraph on page 1 (the cover page) of the Letter of Transmittal is hereby amended and restated in its entirety as follows:

BEFORE COMPLETING THIS LETTER OF TRANSMITTAL, YOU SHOULD READ THE LETTER OF TRANSMITTAL, THE ACCOMPANYING INSTRUCTIONS AND THE OFFER TO EXCHANGE, DATED NOVEMBER 3, 2004, AS EACH MAY BE AMENDED OR SUPPLEMENTED, CAREFULLY.

(3) The final paragraph on page 1 (the cover page) of the Letter of Transmittal is hereby deleted in its entirety.

NOTICE OF GUARANTEED DELIVERY

The first sentence in the boxed paragraph on page 1 (the cover page) of the Notice of Guaranteed Delivery is hereby amended and restated in its entirety as follows:

THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 2, 2004, UNLESS EXTENDED BY US (THE “EXPIRATION DATE”).

LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES.

The first sentence in the boxed paragraph on page 1 of the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees is hereby amended and restated in its entirety as follows:

THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 2, 2004, UNLESS EXTENDED BY US (THE “EXPIRATION DATE”).

LETTER TO CLIENTS FOR USE BY BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES.

The first sentence in the boxed paragraph on page 1 of the Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees is hereby amended and restated in its entirety as follows:

THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 2, 2004, UNLESS EXTENDED BY US (THE “EXPIRATION DATE”).

     After due 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: November 19, 2004 MANOR CARE, INC.

By:   /s/ Geoffrey G. Meyers
Name:  Geoffrey G. Meyers
Title:    Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


EXHIBIT
NUMBER		DESCRIPTION

(a)(1)(i)		Offer to Exchange, dated November 3, 2004.*

(a)(1)(ii)		Letter of Transmittal.*

(a)(1)(iii)		Letter to Stockholders, dated November 3, 2004.*

(a)(1)(iv)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(v)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(vi)		Supplement to Offer to Exchange, dated November 19, 2004

(a)(5)(i)		Press Release, dated November 3, 2004.*

(a)(5)(ii)		Form of Summary Advertisement.*

(a)(5)(iii)		Press Release, dated November 19, 2004.

Previously filed.

EX-99.(A)(1)(VI) 2 c89902a1exv99wxayx1yxviy.htm SUPPLEMENT TO OFFER TO EXCHANGE exv99wxayx1yxviy

Exhibit (a)(1)(vi)

MANOR CARE, INC.

Supplement to Offer to Exchange

2.125% Convertible Senior Notes Due 2023

for Any and All Outstanding

2.125% Convertible Senior Notes due 2023
(CUSIP Nos. 564055AD3 and 564055AE1)

THE OFFER WILL NOW EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, DECEMBER 2, 2004, UNLESS EXTENDED OR EARLIER TERMINATED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED OR EARLIER TERMINATED, THE “EXPIRATION DATE”). HOLDERS OF OLD NOTES MUST TENDER, AND NOT WITHDRAW, THEIR OLD NOTES PRIOR TO THE EXPIRATION DATE TO BE ELIGIBLE TO EXCHANGE THEIR OLD NOTES FOR NEW NOTES (AS DESCRIBED IN THE OFFER TO EXCHANGE).

This Supplement to the Offer to Exchange (this “Supplement”) amends and supplements the Offer to Exchange, the related Letter of Transmittal and related documents dated November 3, 2004, pursuant to which Manor Care, Inc., a Delaware corporation (“Manor Care” or the “Company”), offered (i) to exchange $1,000 in principal amount of 2.125% Convertible Senior Notes due 2023 (the “New Notes”) and (ii) a one time cash payment (an “Exchange Fee”) equal to 0.25% of the principal amount of outstanding 2.125% Convertible Senior Notes due 2023 (the “Old Notes” and together with the New Notes, the “Notes”) for each $1,000 in principal amount of our outstanding Old Notes that is properly tendered and accepted for exchange upon the terms and subject to the conditions set forth in the Offer to Exchange dated November 3, 2004 (the “Offer to Exchange”), this Supplement and in the related Letter of Transmittal (the “Letter of Transmittal”). The offer to exchange the Notes (including the payment of an Exchange Fee) pursuant to the Offer to Exchange and this Supplement is referred to herein as an “Offer.” The Offer is not contingent upon the tender or exchange of any minimum principal amount of Old Notes. The Offer, however, is conditioned upon satisfaction of certain conditions.

The Offer will now expire at 12:00 midnight, New York City time, on December 2, 2004 unless extended by the Company in its sole discretion, subject to the right of the Company, in its sole discretion, subject to applicable law, to terminate, withdraw or amend the Offer at any time as discussed in the Offer to Exchange. Any extension of the Offer will be announced by press release no later than 9:00 a.m. New York City time, on the next New York Stock Exchange trading day after the previously scheduled Expiration Date.

Any questions or requests for assistance concerning the Offer may be directed to Global Bondholder Services Corporation (referred to herein as the “Exchange Agent” and the “Information Agent”) at the address and telephone number set forth below and on the back cover of the Offer to Exchange. Requests for additional copies of the Offer to Exchange, this Supplement, the Letter of Transmittal or any other related documents may be directed to the Information Agent at the address and telephone numbers set forth below and on the back cover of the Offer to Exchange. Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

Information and Exchange Agent for the Offer is:

Global Bondholder Services Corporation
65 Broadway — Suite 704
New York, NY 10006
Attn: Corporate Actions
Banks and Brokers Call: (212) 430-3774
or
Call Toll Free: (866) 470-4500

November 19, 2004

Manor Care is amending and supplementing the Offer to Exchange, the related Letter of Transmittal and related documents. In addition, the Expiration Date of the Offer has been extended to 12:00 midnight, New York City time, on Thursday, December 2, 2004. The following information supplements, amends and revises the information provided in the Offer to Exchange and the related Letter of Transmittal and related documents and therefore, should be read carefully in conjunction with the Offer to Exchange and the related Letter of Transmittal.

(3) The second sentence in the first full paragraph found on page v of the Offer to Exchange under the section entitled “Special Note Regarding Forward-Looking Statements” is hereby deleted.

(4) The caption “Expiration Date” in the section entitled “Summary of the Offer to Exchange” on page 1 of the Offer to Exchange is hereby amended and restated in its entirety as follows:

Expiration Date...The Offer commenced on Wednesday, November 3, 2004 and will expire at 12:00 midnight, New York City time, on Thursday, December 2, 2004, unless extended by the Company in its sole discretion (the “Expiration Date”), subject to the right of the Company in its sole discretion and subject to applicable law, to terminate, withdraw or amend such Offer at any time as described in “The Offer to Exchange — Conditions to the Offer” on page 31 of this Offer to Exchange.

(5) After the final paragraph on page 27 of the Offer to Exchange under the section entitled “Ratio of Earnings to Fixed Charges”, the following shall be inserted as a new section entitled “Selected Financial Information”:

SELECTED FINANCIAL INFORMATION

Summary Financial Information
(In thousands, except per share amounts and ratios)


	As of and for the				As of and for the
	nine months ended September 30,				year ended December 31,
	2004		2003		2003		2002
Results of operations
Revenues	$	2,403,291	$	2,242,385	$	3,029,441	$	2,905,448
Income before other income (expenses) and income taxes		222,865		150,049		219,531		213,715
Income before cumulative effect		120,300		81,086		119,007		131,864
Net income		120,300		81,086		119,007		130,550
Earnings per share — basic:
Income before cumulative effect	$	1.38	$	.90	$	1.33	$	1.34
Net income		1.38		. 90		1.33		1.33
Earnings per share — diluted:
Income before cumulative effect	$	1.35	$	.89	$	1.31	$	1.33
Net income		1.35		.89		1.31		1.31
Balance sheet data
Current assets	$	536,217	$	558,050	$	585,399	$	510,817
Noncurrent assets		1,812,245		1,788,720		1,811,312		1,818,255
Current liabilities		418,596		398,742		387,502		641,864
Noncurrent liabilities		960,246		996,759		1,034,104		671,161
Other financial data
Ratio of earnings to fixed charges		4.6x		4.2x		4.4x		5.1x
Book value per common share	$	11.21	$	10.69	$	10.95	$	10.69

(6) The sixth (6th) bullet point on page 29 of the Offer to Exchange under the section entitled “The Offer to Exchange — Terms of the Offer; Period for Tendering” is hereby amended and restated in its entirety as follows:

The Offer expires at 12:00 midnight, New York City time, on Thursday, December 2, 2004. We may, however, in our sole discretion, extend the period of time for which the Offer is open. References in this Offer to Exchange to the Expiration Date mean 12:00 midnight, New York City time, on Thursday, December 2, 2004 or, if extended by us, the latest date to which the Offer is extended.

(7) The first sentence of the first (1st) bullet point on page 31 of the Offer to Exchange under the section entitled “The Offer to Exchange — Important Reservation of Rights Regarding the Offer” is hereby amended and restated in its entirety as follows:

We also reserve the absolute right to waive any defects or irregularities or conditions of the Offer as to any particular Old Notes either before or after the Expiration Date.

(8) The first sentence of the section entitled “The Offer to Exchange — Withdrawal of Tenders” on page 35 of the Offer to Exchange is hereby amended and restated in its entirety as follows:

(9) The second sentence of the third (3rd) paragraph under the section entitled “Where You Can Find More Information” on page 68 of the Offer to Exchange is hereby amended by deleting the clause “, and information that we file later with the SEC will automatically update and supersede this information”.

(10) The final sentence of the third (3rd) paragraph under the section entitled “Where You Can Find More Information” on page 68 of the Offer to Exchange is hereby amended by deleting the following clause “and any future filings we will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the completion or termination of this Offer”.

(11) The first sentence in the boxed paragraph on page 1 (the cover page) of the Letter of Transmittal is hereby amended and restated in its entirety as follows:

THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 2, 2004, UNLESS EXTENDED BY US (THE “EXPIRATION DATE”).

(12) The second to last paragraph on page 1 (the cover page) of the Letter of Transmittal is hereby amended and restated in its entirety as follows:

(13) The final paragraph on page 1 (the cover page) of the Letter of Transmittal is hereby deleted in its entirety.

(14) The first sentence in the boxed paragraph on page 1 (the cover page) of the Notice of Guaranteed Delivery is hereby amended and restated in its entirety as follows:

THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 2, 2004, UNLESS EXTENDED BY US (THE “EXPIRATION DATE”).

(15) The first sentence in the boxed paragraph on page 1 of the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees is hereby amended and restated in its entirety as follows:

THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 2, 2004, UNLESS EXTENDED BY US (THE “EXPIRATION DATE”).

(16) The first sentence in the boxed paragraph on page 1 of the Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees is hereby amended and restated in its entirety as follows:

THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 2, 2004, UNLESS EXTENDED BY US (THE “EXPIRATION DATE”).

Manor Care has filed an amendment to the Tender Offer Statement on Schedule TO (as amended, “Schedule TO”) with the SEC furnishing the above information and may file further amendments thereto with respect to the Offer. The Schedule TO and any and all amendments thereto, including exhibits, may be examined and copies may be obtained from the SEC in the manner described on page 68 of the Offer to Exchange under the sectioned entitled “Where You Can Find More Information”.

Except as modified by this Supplement and any amendments to Schedule TO, the terms and conditions set forth in the Offer to Exchange remain applicable in all respects to the Offer, and this Supplement should be read in conjunction with the Offer to Exchange and the related Letter of Transmittal.

To obtain additional copies of the Offer to Exchange, this Supplement or the Letter of Transmittal, please contact the Information Agent. Any questions about the Offer or procedures for accepting the Offer may be directed to the Information Agent.

The Information Agent and Exchange Agent for the Offer is:

Global Bondholder Services Corporation
65 Broadway — Suite 704
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers Call: (212) 430-3774
or
Call Toll Free: (866) 470-4500


By Mail:	By Overnight Courier:	By Hand:

65 Broadway — Suite 704	65 Broadway — Suite 704	65 Broadway — Suite 704
New York, New York 10006	New York, New York 10006	New York, New York 10006
Attn: Corporate Actions	Attn: Corporate Actions	Attn: Corporate Actions

EX-99.(A)(5)(III) 3 c89902a1exv99wxayx5yxiiiy.htm PRESS RELEASE exv99wxayx5yxiiiy

Exhibit (a)(5)(iii)

ManorCare
News Release

For Immediate Release

Contact:
Geoffrey G. Meyers, Chief Financial Officer
419/252-5545
e-mail gmeyers@hcr-manorcare.com

Manor Care Announces Extension of
Exchange Offer to December 2, 2004

TOLEDO, Ohio, November 19, 2004—Manor Care, Inc. (NYSE: HCR) announced today that it is extending until December 2, 2004, its offer to exchange up to $100 million in principal amount of 2.125% Convertible Senior Notes due 2023 (CUSIP numbers 564055AD3 and 564055AE1) for up to $100 million principal amount of new notes plus an exchange fee of 25 basis points of the principal amount of existing notes that are properly tendered and accepted for exchange. The offer is being extended and certain technical changes and additions will be made in the Offer to Exchange and related documents. A supplement to the Offer to Exchange and related documents describing such changes and additions is being mailed to noteholders as of November 19, 2004.

The exchange offer will expire at 12:00 midnight, New York City time, on December 2, 2004, unless extended, terminated or withdrawn. Existing notes must be tendered on or prior to the expiration of the exchange offer, and tendered notes may be withdrawn at anytime on or prior to the expiration of the exchange offer. Withdrawn notes will be returned to the holder in accordance with the terms of the exchange offer. Following the expiration of the exchange offer and subject to the terms of the exchange offer, Manor Care will accept all existing notes validly tendered and not withdrawn prior to the expiration of the exchange offer and will issue for exchange the new notes promptly thereafter.

-More-

Manor Care Extends Exchange Offer, Page 2

Global Bondholder Services Corporation is the information agent and exchange agent for the exchange offer, and any questions concerning the exchange offer may be directed to, and copies of the Offer to Exchange, Letter of Transmittal and related documents, as supplemented, can be obtained from, Global Bondholder Services Corporation at 212-430-3774 (banks and brokerage firms) or 866-470-4500 (all others toll-free).

The Board of Directors of Manor Care has approved the exchange offer. However, neither Manor Care’s Board of Directors nor any other person makes any recommendation as to whether holders of Manor Care notes should choose to tender and exchange their existing notes for new notes and no one has been authorized to make such a recommendation. Holders of existing notes must make their own decisions as to whether to tender their notes for exchange, and, if so, the principal amount of notes to tender.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell securities of Manor Care. The solicitation of offers to exchange the outstanding 2.125% Senior Convertible Notes is only being made pursuant to the exchange offer documents, including the Offer to Exchange, Letter of Transmittal and related documents, as supplemented, that Manor Care has or will be distributing to its noteholders and filing with the Securities and Exchange Commission. Noteholders and investors should read carefully the exchange offer documents when they are available because they contain important information. Noteholders and investors may obtain a free copy (when available) of the exchange offer documents that will be filed by Manor Care with the Securities and Exchange Commission at the Securities and Exchange Commission’s website at www.sec.gov or from the information agent, Global Bondholder Services Corporation at 866-470-4500. Noteholders are urged to carefully read these materials before making any decision with respect to the exchange offer.

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Manor Care Extends Exchange Offer, Page 3

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 nearly 60,000 employees provide high-quality care for patients, residents and clients through a network of more than 500 skilled nursing centers, assisted living facilities, outpatient rehabilitation clinics, and hospice and 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. Shares are traded on the New York Stock Exchange under the ticker symbol HCR.

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(LTRHEADLOGO)

CONFIDENTIAL

VIA EDGAR

Michele M. Anderson, Esq.
Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0303


Re:		Manor Care, Inc. TO-I filed November 3, 2004
		File No. 5-42240

Dear Ms. Anderson:

On behalf of Manor Care, Inc., a Delaware corporation (the “Company”), we hereby transmit for filing under the Securities Exchange Act of 1934, as amended, Amendment No. 1 to the Company’s Tender Offer Statement on Schedule TO (the “Schedule TO/A”).

This letter also responds to the November 15, 2004 letter that the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided in respect of the Company’s Tender Offer Statement on Schedule TO. The Company’s responses are as follows. For your convenience, the Staff’s comments are reproduced below in bold type and are followed by the Company’s response.

Item 10. Financial Statements

1. We note that you incorporate by reference the financial information required by Item 1010(a) of Regulation M-A. However, Item 1010(c) of Regulation M-A requires that at least a summary of that information be disseminated to note holders. See Instruction 6 to Item 10 of Schedule TO and Regulation M-A telephone interpretation H.7 available at www.sec.gov in the July 2001 Supplement to the Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations. Please revise to include at least the summary financial information required by Item 1010(c) and advise the staff as to how the company intends to disseminate the information.


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We have revised the disclosure in response to the Staff’s comment and included summary financial information in accordance with Item 1010(c) of Regulation M-A. Please see numbered paragraph (2) under Item 10 of Schedule TO/A. Additionally, we advise the Staff that the Company will distribute a Supplement to Offer to Exchange to each known holder of Old Notes (as defined in the Offer to Exchange) which will include our responses to the Staff’s comments in its letter dated November 15, 2004 as well as the summary financial information in accordance with Item 1010(c) of Regulation M-A.

Exhibit (a)(1)(i) – Offer to Exchange

2. As currently drafted, your offer is scheduled to expire in 19 business days. Please revise your offer so that it remains open for at least 20 business days in accordance with Rule 14e-1(a), noting that there are two federal holidays during your offer period.

We have revised and extended the expiration date in response to the Staff’s comment. Please see numbered paragraphs (1), (2), (4) and (5) under Items 1, 4, 6, 7 and 11, numbered paragraph (1) under the heading Letter of Transmittal, and the headings Notice of Guaranteed Delivery, Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees and Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees of Schedule TO/A. In addition, pursuant to the terms of the Offer to Exchange, we will provide notice of the extension of the offer via a press release or other public announcement issued to the PR Newswire. In addition, any press release or public announcement issued in connection with the offer will be filed as an exhibit to a Current Report on Form 8-K and the Schedule TO will be amended to include such press release or public announcement.

Special Note Regarding Forward-Looking Statements, page iv

3. You indicate that you make no commitment to revise or update the forward-looking statements contained in your offer document. This statement seems inconsistent with your obligations to revise the offer materials to reflect any material changes in the information disseminated to note holders. See Rule 13e-4(e)(3). Please revise or delete.

We have revised the disclosure in response to the Staff’s comment and have deleted the sentence which implied that the Company has no committment to update the forward-looking statements contained in the Offer to Exchange. Please see numbered paragraph (3) under Items 1, 4, 6, 7 and 11 of Schedule TO/A.

Summary, page 1

4. We note under “Expiration Date” that you reserve the right to terminate the offer in your sole discretion. Please advise or revise this disclosure so note holders can objectively verify the bases upon which you may terminate the offer. By reserving the


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absolute right to reject all tendered notes without setting out any objective criteria by which you will make this decision, the offer may appear to be an illusory offer.

Under the section entitled “The Offer to Exchange – Conditions to the Offer” we provide objective criteria by which the Company will determine whether to: (i) terminate the Offer, (ii) extend the Offer, (iii) amend the terms of the Offer, or (iv) waive any unsatisfied condition to the Offer. In response to the Staff’s comment, we have revised the disclosure to more explicitly reference the objective criteria set forth in the section entitled “The Offer to Exchange – Conditions to the Offer” on page 31. Please see numbered paragraph (4) under Items 1, 4, 6, 7 and 11 of Schedule TO/A.

Terms of the Offer; Period for Tendering, page 29

5. Your disclosure indicates that you will make a public announcement by issuing a press release to PR Newswire. Please be aware that depending on the materiality of the change in the terms of the offer, a public announcement by issuing a press release through PR Newswire may not by itself satisfy your obligations under Rule 13e-4(e)(3).

We acknowledge the Staff’s comment that depending on the materiality of the change in the terms of the offer, a public announcement by issuing a press release through PR Newswire may not by itself satisfy our obligations under Rule 13d-4(e)(3).

Important Reservation of Rights Regarding the Offer, page 30

6. Refer to the first bullet point on page 31. Describe the circumstances in which a holder of Old Notes will be ineligible to participate in the exchange offer. Advise us why you believe that any such eligibility requirements are consistent with Rule 13e-4(f)(8)(i), the all-holders rule.

We have revised the disclosure in response to the Staff’s comment and deleted any reference to the ineligibility of a holder who seeks to tender Old Notes in the tender offer. Please see numbered paragraph (6) under Items 1, 4, 6, 7 and 11 of Schedule TO/A.

Withdrawal of Tenders, page 35

7. Revise to include disclosure that note holders have a right to withdraw tendered notes after the expiration of forty business days from the commencement of the tender offer if not yet accepted for exchange. See Rule 13e-4(f)(2)(ii).

We have revised the disclosure in response to the Staff’s comment to state that Old Notes may be withdrawn if not exchanged for New Notes (as defined in the Offer to Exchange) within 40 days of the commencement of the tender offer. Please see numbered paragraph (7) under Items 1, 4, 6, 7 and 11 of Schedule TO/A.


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Purchase of New Notes By Us at the Option of the Holder, page 46

8. On a supplemental basis, please confirm that you will comply with the applicable tender offer rules with respect to the repurchase of notes at the option of the holder as discussed in this section and the section entitled “Fundamental Change Permits Holders to Require us to Purchase New Notes.”

We acknowledge the Staff’s comment and confirm, on a supplemental basis, that the Company will comply with applicable tender offer rules with respect to the repurchase of notes at the option of the holder.

Certain United States Federal Income Tax Consequences, page 59

9. Given that significant doubt exists as to the particular tax consequences of the exchange, please provide an explanation of the degree of the uncertainty, to the extent possible.

It is uncertain whether the exchange of Old Notes for New Notes will be treated as a “significant modification” of the terms of the Old Notes for United States federal income tax purposes. The Company believes the differences between the Old Notes and the New Notes should not be considered economically significant and, as a result, do not constitute a “significant modification” for United States federal income tax purposes. The Company cannot quantify the degree of uncertainty regarding the tax consequences of the exchange of Old Notes for New Notes, except to state that it “should not” be considered a “significant modification”.

Where You Can Find More Information, page 68

10. Despite your attempt to incorporate by reference any future filings made with the Commission until the offer expires, Schedule TO does not permit such “forward” incorporation by reference. If the information provided to note holders in the Offer to Exchange materially changes, you are under an obligation to amend the Schedule TO to update it and to disseminate the new information to note holders in a manner reasonably calculated to inform them about the change. Please revise the disclosure accordingly.

We have revised the disclosure in response to the Staff’s comment to delete any reference to the incorporation of future filings with the Commission by reference. Please see numbered paragraphs (8) and (9) under Items 1, 4, 6, 7 and 11 of Schedule TO/A. In addition, the Company notes that it will amend its Tender Offer Statement on Schedule TO if any of the information provided to the note holders in the Offer to Exchange materially changes as a result of a future filing made with the Commission.

Exhibit (a)(1)(ii) – Letter of Transmittal

11. We reference the language requiring note holders to acknowledge that they have “read” and “reviewed” the offer document and the letter of transmittal. We believe it is not appropriate to require note holders to attest to the fact that they “read” or “reviewed” the terms of the offer as such language effectively operates as a waiver of liability. Please provide a statement in your next amendment that expressly rescinds this language.


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We have revised the disclosure in response to the Staff’s comment and deleted the requirement that each note holder acknowledge the receipt and review of the Offer to Exchange. Please see numbered paragraphs (2) and (3) under the heading “Letter of Transmittal” in Schedule TO/A.

Exhibit (a)(1)(ii) – Press Release dated November 3, 2004

12. We note the company’s reference to forward-looking statements “within the meaning of federal law” at the end of the press release. We remind you that the safe harbor protections for forward-looking statements contained in the federal securities laws do not apply to statements made in connection with a tender offer. See Section 21E(b)(2)(C) of the Securities Exchange Ace of 1934 and Regulation M-A telephone interpretation M.2 available at www.sec.gov in the July 2001 Supplement to the Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations. Please do not refer to the safe harbor provisions, either directly or indirectly, in any future press releases or other communications relating to this tender offer.

We acknowledge the Staff’s comment and will comply with the Staff’s comment in all future press releases or other communications relating to this tender offer.

Supplementally, we note that the Company will file as correspondence a letter under separate cover including a written statement acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.


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Closing Information

Should you have any questions relating to any of the foregoing responses or the enclosed Amendment No. 1, please do not hesitate to contact the undersigned at (312) 876-7686 or Michael D. Levin at (312) 876-7727. Thank you for your cooperation and your attention to this matter.

Very truly yours,

/s/ Travis L. Nelson
Travis L. Nelson
of LATHAM & WATKINS LLP

Enclosures

cc: Manor Care, Inc.

-----END PRIVACY-ENHANCED MESSAGE-----

*		Calculated solely for the purpose of determining the amount of the filing fee. The amount assumes the exchange of $100,000,000 aggregate principal amount of Manor Care Inc.’s 2.125% Convertible Senior Notes Due 2023 for Manor Care, Inc.’s 2.125% Convertible Senior Notes Due 2023.

**		Previously paid.


Dated: November 19, 2004	MANOR CARE, INC.
	By:	/s/ Geoffrey G. Meyers
		Name: Geoffrey G. Meyers
		Title: Executive Vice President and Chief Financial Officer

	•		the company is responsible for the adequacy and accuracy of the disclosure in the filings;

	•		staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filings; and

	•		the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.


	Very truly yours,
	/s/ Travis L. Nelson
	Travis L. Nelson
	of LATHAM & WATKINS LLP