-----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, RWkNz7TMxNsiKSeQcBoI7UKcjaRMDM+YyLY+iijOdsTwtzhT90g7SR7CZEtpIEQu oB5aGCR2q/5HPeWV66ssCg== 0000950152-98-002754.txt : 19980331 0000950152-98-002754.hdr.sgml : 19980331 ACCESSION NUMBER: 0000950152-98-002754 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980330 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH CARE & RETIREMENT CORP / DE 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: 10-K/A SEC ACT: SEC FILE NUMBER: 001-10858 FILM NUMBER: 98578872 BUSINESS ADDRESS: STREET 1: ONE SEAGATE CITY: TOLEDO STATE: OH ZIP: 43604-2616 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: ONE SEAGATE CITY: TOLEDO STATE: OH ZIP: 43604-2616 10-K/A 1 HEALTH CARE AND RETIREMENT CORP.--FORM 10-K/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 1-10858 HEALTH CARE AND RETIREMENT CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 34-1687107 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) ONE SEAGATE, TOLEDO, OHIO 43604-2616 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (419) 252-5500 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Name of each exchange Title of each class on which registered ------------------- ------------------- COMMON STOCK, $.01 PAR VALUE NEW YORK STOCK EXCHANGE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ X ] (Cover page 1 of 2 pages) 2 Based on the closing price of $46.8125 per share on March 12, 1998, the aggregate market value of the registrant's voting stock held by non-affiliates was $2,031,544,533. Solely for purposes of this computation, the registrant's directors and executive officers have been deemed to be affiliates. Such treatment is not intended to be, and should not be construed to be, an admission by the registrant or such directors and officers that all of such persons are "affiliates", as that term is defined under the Securities Act of 1934. The number of shares of Common Stock, $.01 par value, of Health Care and Retirement Corporation outstanding as of March 12, 1998 was 44,829,892. DOCUMENTS INCORPORATED BY REFERENCE The following document is incorporated herein by reference in the Part indicated: Specific portions of the registrant's Proxy Statement for the Annual Stockholders' Meeting to be held May 5, 1998 are incorporated by reference in Part III. (Cover page 2 of 2 pages) 3 FORM 10-K/A HEALTH CARE AND RETIREMENT CORPORATION Health Care and Retirement Corporation hereby amends its Annual Report on Form 10-K for the fiscal year ended December 31, 1997 by adding Exhibits 27.1 and 27.2 for the restatement of the financial data schedules for the periods ended June 30, 1996, September 30, 1996, December 31, 1996, March 31, 1997, June 30, 1997 and September 30, 1997. The financial data schedules are being restated for the earnings per share line items as HCR changed its method of computing earnings per share (EPS) as required by Statement of Financial Accounting Standards No. 128 "Earnings Per Share" effective December 31, 1997. EPS amounts for prior periods have been restated. ITEM 14. EXHIBITS - ------------------ EXHIBITS S-K Item 601 No. Document - ------------ *27.1 -- Financial Data Schedules that are being restated for the six months ended June 30, 1996, the nine months ended September 30, 1996 and the year ended December 31, 1996. *27.2 -- Financial Data Schedules that are being restated for the three months ended March 31, 1997, the six months ended June 30, 1997 and the nine months ended September 30, 1997. * Filed herewith. 1 4 SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HEALTH CARE AND RETIREMENT CORPORATION (Registrant) by /s/ Geoffrey G. Meyers ----------------------- Geoffrey G. Meyers Executive Vice President, Chief Financial Officer and Treasurer DATE: March 30, 1998 2 5 EXHIBIT INDEX Exhibit Number Description ------ ----------- 27.1 Financial Data Schedules that are being restated for the six months ended June 30, 1996, the nine months ended September 30, 1996 and the year ended December 31, 1996. 27.2 Financial Data Schedules that are being restated for the three months ended March 31, 1997, the six months ended June 30, 1997 and the nine months ended September 30, 1997. 3 EX-27.1 2 EXHIBIT 27.1
5 1,000 6-MOS 9-MOS YEAR DEC-31-1996 DEC-31-1996 DEC-31-1996 JAN-01-1996 JAN-01-1996 JAN-01-1996 JUN-30-1996 SEP-30-1996 DEC-31-1996 4,746 3,430 2,389 0 0 0 117,197 123,850 128,112 12,803 12,920 13,335 0 0 0 136,358 139,688 146,990 603,278 615,418 640,219 92,730 99,804 106,762 770,195 792,485 802,784 137,827 146,084 124,451 174,831 186,471 202,295 0 0 0 0 0 0 489 489 489 379,161 381,249 392,545 770,195 792,485 802,784 0 0 0 381,912 581,117 782,023 0 0 0 306,353 465,684 625,331 14,787 22,752 30,677 3,020 4,328 8,073 0 0 11,798 40,801 62,561 84,918 12,240 18,768 25,475 28,561 43,793 59,443 0 0 0 0 0 0 0 0 0 28,561 43,793 59,443 0.62 0.95 1.30 0.59 0.91 1.24
EX-27.2 3 EXHIBIT 27.2
5 1,000 3-MOS 6-MOS 9-MOS DEC-31-1997 DEC-31-1997 DEC-31-1997 JAN-01-1997 JAN-01-1997 JAN-01-1997 MAR-31-1997 JUN-30-1997 SEP-30-1997 8,106 1,600 2,904 0 0 0 139,541 143,016 155,869 13,962 14,099 15,829 0 0 0 162,652 157,595 169,243 653,448 668,181 677,635 114,017 121,467 129,308 889,572 900,570 916,027 132,263 139,595 140,050 273,626 262,367 260,365 0 0 0 0 0 0 489 489 489 399,070 412,703 428,679 889,572 900,570 916,027 0 0 0 213,912 434,268 660,874 0 0 0 170,415 344,923 523,097 8,766 17,855 27,303 1,480 3,522 6,418 0 0 0 23,555 48,403 74,595 7,231 14,860 22,901 16,324 33,543 51,694 0 0 0 0 0 0 0 0 0 16,324 33,543 51,694 0.37 0.75 1.16 0.35 0.72 1.11
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