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0000950137-06-005752.txt : 20060510 0000950137-06-005752.hdr.sgml : 20060510 20060510172521 ACCESSION NUMBER: 0000950137-06-005752 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060510 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060510 DATE AS OF CHANGE: 20060510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE INC CENTRAL INDEX KEY: 0000878736 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 341687107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10858 FILM NUMBER: 06827496 BUSINESS ADDRESS: STREET 1: 333 N. SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604-2617 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: P.O. BOX 10086 CITY: TOLEDO STATE: OH ZIP: 43699-0086 FORMER COMPANY: FORMER CONFORMED NAME: HCR MANOR CARE INC DATE OF NAME CHANGE: 19981001 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH CARE & RETIREMENT CORP / DE DATE OF NAME CHANGE: 19930328 8-K 1 c05296e8vk.htm CURRENT REPORT e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report: May 10, 2006
(Date of earliest event reported)

Manor Care, Inc.

(Exact name of registrant as specified in its charter)


Delaware (State of Incorporation)		1-10858 (Commission File Number)		34-1687107 (IRS Employer Identification No.)

333 N. Summit Street
Toledo, Ohio 43604-2617
(Address of principal executive offices, including zip code)

(419) 252-5500
(Registrant’s telephone number, including area code)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

In a press release issued on May 10, 2006, Manor Care, Inc. announced that its Board of Directors approved an additional $300 million in share repurchase authority through December 31, 2007. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

In a press release issued on May 10, 2006, Manor Care, Inc. announced that it intends to offer in a private offering, subject to market conditions and other factors, $250 million aggregate principal amount of convertible senior notes due 2036. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated May 10, 2006 issued by Manor Care, Inc.

99.2 Press Release dated May 10, 2006 issued by Manor Care, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 10, 2006


Manor Care, Inc.
By:	/s/ Steven M. Cavanaugh
	Name:	Steven M. Cavanaugh
	Title:	Vice President and Chief Financial Officer

Exhibit Index


Exhibit Number		Description

99.1		Press Release dated May 10, 2006 issued by Manor Care, Inc.

99.2		Press Release dated May 10, 2006 issued by Manor Care, Inc.

EX-99.1 2 c05296exv99w1.htm PRESS RELEASE exv99w1

Exhibit 99.1


		*ManorCare* News Release

For Immediate Release

Contact:
Steven M. Cavanaugh, Chief Financial Officer
419/252-5601
e-mail scavanaugh@hcr-manorcare.com

Manor Care Board Approves $300 Million of
Additional Share Repurchase Authority

TOLEDO, Ohio, May 10, 2006 — Manor Care, Inc. (NYSE:HCR) announced today that its Board of Directors has approved an additional $300 million in share repurchase authority through December 31, 2007. This is in addition to the $136 million available under previous authorizations.

Manor Care, Inc., through its operating group HCR Manor Care, is a leading provider of short-term post-acute and long-term care. The company’s nearly 60,000 employees provide high-quality care for patients and residents 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 Health Services 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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Manor Care Board Increases Repurchase Authority, Page 2

expressed or implied in such statements. Such factors are identified in the public filings made by the company with the Securities and Exchange Commission and include changes in the health care industry because of political and economic influences, changes in regulations governing the industry, changes in reimbursement levels including those under the Medicare and Medicaid programs, changes in the competitive marketplace, and changes in current trends in the cost and volume of general and professional liability claims. There can be no assurance that such factors or other factors will not affect the accuracy of such forward-looking statements.

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EX-99.2 3 c05296exv99w2.htm PRESS RELEASE exv99w2

Exhibit 99.2


		*ManorCare* News Release

For Immediate Release

Contact:
Steven M. Cavanaugh, Chief Financial Officer
419/252-5601
e-mail scavanaugh@hcr-manorcare.com

Manor Care To Issue $250 Million of Convertible Senior Notes

TOLEDO, Ohio, May 10, 2006 — Manor Care, Inc. (NYSE:HCR) announced today that, subject to market conditions and other factors, it plans to issue $250 million aggregate principal amount of convertible senior notes due 2036 in a private offering. Manor Care anticipates that the closing of the offering will take place on or about May 17, 2006, subject to customary closing conditions.

The notes will pay interest semiannually, may bear contingent interest in certain circumstances and will be convertible upon the occurrence of specified events into a combination of cash and shares of Manor Care common stock, at a conversion rate to be determined. In general, upon conversion of a note, the holder of such note will receive (1) cash equal to the lesser of the principal amount of the note or the conversion value of the note and (2) common stock of Manor Care for any conversion value in excess of such principal amount. The notes will be guaranteed by substantially all of Manor Care’s subsidiaries.

Manor Care intends to use the proceeds from the offering to purchase approximately $244 million of Manor Care common stock, including approximately $125 million expected to be sold by purchasers of the convertible notes concurrently with the offering.

The convertible senior notes, the subsidiary guarantees and the underlying shares of common stock have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. This offering will be made only to qualified institutional

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Manor Care To Issue Notes, Page 2

buyers in accordance with Rule 144A under the Securities Act of 1933, as amended.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of federal law. Such forward-looking statements reflect management’s beliefs and assumptions and are based on information currently available to management. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the company to differ materially from those expressed or implied in such statements. Such factors are identified in the public filings made by the company with the Securities and Exchange Commission and include changes in the health care industry because of political and economic influences, changes in regulations governing the industry, changes in reimbursement levels including those under the Medicare and Medicaid programs, changes in the competitive marketplace, and changes in current trends in the cost and volume of general and professional liability claims. There can be no assurance that such factors or other factors will not affect the accuracy of such forward-looking statements.

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