-----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, F0FTQgSz6k3aQKUw9lcLABTM+fu5tD5LyQfpta4hWqqwkRPUNRZvL6Ql/xwbPl38 I+eQQzXVHitYiTyzF31qsQ== 0000950152-00-001684.txt : 20000315 0000950152-00-001684.hdr.sgml : 20000315 ACCESSION NUMBER: 0000950152-00-001684 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000303 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000314 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: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10858 FILM NUMBER: 569372 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 MANOR CARE, INC. 8-K 1 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 (Date of earliest event reported): MARCH 3, 2000 MANOR CARE, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-10858 34-1687107 (State or other jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 333 NORTH SUMMIT STREET TOLEDO, OHIO 43604-2617 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (419) 252-5500 Page 1 of 6 Pages 2 ITEM 5. OTHER EVENTS. On March 3, 2000, the Company announced that in response to an expression of interest, a Special Committee of its Board of Directors is exploring various strategic alternatives, including a possible sale of the Company. The Company emphasized that there can be no assurance that any transaction will result from this process. A copy of this press release is filed herewith as Exhibit 99. On March 11, 2000, the Board of Directors adopted an amendment to the Company's Rights Agreement, dated as of May 2, 1995, as amended. A copy of the form of this amendment is filed herewith as Exhibit 4.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 4.1. Form of Third Rights Amendment, dated as of March 11, 2000 99. Company Press Release, dated March 3, 2000 Page 2 of 6 Pages 3 SIGNATURES 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. MANOR CARE, INC. March 13, 2000 By: /s/R. Jeffrey Bixler ------------------------------- R. Jeffrey Bixler Vice President, General Counsel Page 3 of 6 Pages EX-4.1 2 EXHIBIT 4.1 1 Exhibit 4.1 MANOR CARE, INC. THIRD RIGHTS AMENDMENT ---------------------- THIRD AMENDMENT, dated as of March 11, 2000 (this "Amendment"), to the Rights Agreement, dated as of May 2, 1995, as amended, (the "Rights Agreement"), between MANOR CARE, INC., as successor to HEALTH CARE AND RETIREMENT CORPORATION, a Delaware corporation (the "Company"), and HARRIS TRUST AND SAVINGS BANK (the "Rights Agent"). The Company and the Rights Agent have heretofore executed and entered into the Rights Agreement. Pursuant to Section 26 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 26 thereof. All acts and things necessary to make this Amendment a valid agreement according to its terms have been done and performed, and the execution and delivery of this Agreement by the Company and the Rights Agent have been in all respects authorized by the Company and the Rights Agent. In consideration of the foregoing premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereto agree as follows: 1. The definition of "Acquiring Person" set forth in Section 1.1 of the Rights Agreement is hereby modified by and amended by adding the following sentence at the end thereof: Notwithstanding the foregoing, none of (i) Stewart Bainum, Jr., (ii) any other Person or group approved by the Board of Directors or the Special Committee of the Board of Directors of the Company (any of Stewart Bainum, Jr. and each such other Person or group being an "Approved Person") and (iii) each other stockholder of the Company with whom an Approved Person may from time to time be deemed to have formed a group shall become an Acquiring Person solely as a result of Permitted Actions (as such term is hereinafter defined) taken on or after March 10, 2000 and prior to the Company's announcement of either an Extraordinary Transaction (as hereinafter defined) with a Person other than the Approved Person or that the Company is no longer exploring the possibility of an Extraordinary Transaction (the "Termination Time"). "Permitted Action" means having non-public discussions with stockholders of the Company solely to inquire whether they would be interested in becoming participants Page 4 of 6 Pages 2 in the submission by an Approved Person of a proposal for a negotiated acquisition of the Company pursuant to an invitation from the Special Committee of the Company's Board of Directors (and provided no information is disclosed to such stockholders in violation of any agreement between the Approved Person and the Company) or entering into any arrangements, agreements or understandings with such stockholders solely regarding such participation, provided that all parties (including the Approved Person) party to such agreements, arrangements or understandings do not in the aggregate beneficially own more than 35% of the then outstanding Common Shares of the Company and any such arrangement, agreement or understanding must, by its terms, automatically terminate at the Termination Time. "Extraordinary Transaction" shall occur if the Board of Directors of the Company approves a transaction (or a binding agreement relating thereto) with any person or group that would result in such person or group beneficially owning more than 35% of the outstanding voting securities of the Company (or a successor to the Company in a merger or consolidation transaction) or all or substantially all of its assets, a transaction with any person or group involving a merger, consolidation, tender or exchange offer, recapitalization or other business combination or similar transaction involving the Company or its subsidiaries or that would result in any person or group (other than the Company's Board of Directors) having the right to elect or appoint a majority of the members of the Company's Board of Directors, or any person or "group" (as defined in the Exchange Act) has commenced or publicly announced its intention to commence a tender or exchange offer for more than 35% of the outstanding voting securities of the Company. 2. This Amendment to the Rights Agreement shall be effective as of March 10, 2000. 3. Except as expressly amended hereby, the Rights Agreement remains in full force and effect in accordance with its terms. 4. The Rights Agreement, as amended by this Agreement, and each Right and each Rights Certificate exist under and pursuant to the Delaware General Corporation Law. 5. This Amendment to the Rights Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Page 5 of 6 Pages 3 6. This Amendment to the Rights Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument. 7. Except as expressly set forth herein, this Amendment to the Rights Agreement shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Rights Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Rights Agreement to be duly executed as of the day and year first above written. MANOR CARE, INC. By:__________________________ Name: Title: HARRIS TRUST AND SAVINGS BANK By:__________________________ Name: Title: Page 6 of 6 Pages EX-99 3 EXHIBIT 99 1 Exhibit 99 MANORCARE FOR IMMEDIATE RELEASE Contact Geoffrey G. Meyers, Chief Financial Officer 419/252-5545 e-mail gmeyers@hcr-manorcare.com SPECIAL COMMITTEE OF MANOR CARE'S BOARD EXPLORING ALTERNATIVES TOLEDO, Ohio March 3, 2000 - Manor Care, Inc. (NYSE;HCR) announced today, that in response to an expression of interest, a Special Committee of its Board of Directors is exploring various strategic alternatives, including a possible sale of the company. The Committee has received an acquisition proposal from one group, which includes members of the company's senior management, and is inviting interested parties to submit proposals for its consideration. The Committee intends to review any proposals with its financial advisor, Warburg Dillon Reed, and its legal counsel, Fried, Frank, Harris, Shriver & Jacobson. The company emphasized that there can be no assurance that any transaction will result from this process. -30- -----END PRIVACY-ENHANCED MESSAGE-----