-----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, DFReWTolG90JJXW4noLz6PQMWUhYO7y8OdFdssavqzOxMGTW3JSud6iSjh4ufQGv +n9fVTJ5WV6ckUZbFD6ZOw== 0000950152-02-006154.txt : 20020813 0000950152-02-006154.hdr.sgml : 20020813 20020813083302 ACCESSION NUMBER: 0000950152-02-006154 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020813 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020813 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: 02727965 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: HEALTH CARE & RETIREMENT CORP / DE DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: HCR MANOR CARE INC DATE OF NAME CHANGE: 19981001 8-K 1 l95764ae8vk.txt MANOR CARE, INC. 8-K 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): August 13, 2002 MANOR CARE, INC. (Exact name of registrant as specified in its charter) Delaware 1-10858 34-1687107 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 333 N. Summit Street, Toledo, Ohio 43604-2617 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (419) 252-5500 ITEM 9. REGULATION FD DISCLOSURE On August 12, 2002, Manor Care, Inc. submitted to the Securities and Exchange Commission the Statements under Oath of its Principal Executive Officer and its Principal Financial Officer in response to the order of the Securities and Exchange Commission pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460). Copies of these statements are attached as Exhibits. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings 99.2 Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings 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 (Registrant) Date: August 13, 2002 By: /s/ Geoffrey G. Meyers ------------------------------------- Geoffrey G. Meyers, Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - ------ ------------ 99.1 Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings 99.2 Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings EX-99.1 3 l95764aexv99w1.txt EXHIBIT 99.1 Exhibit 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Paul A. Ormond, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Manor Care, Inc., and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K of Manor Care, Inc. for the fiscal year ended December 31, 2001; and - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Manor Care, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ Paul A. Ormond Subscribed and sworn to before me - -------------------- this 12th day of August 2002. Paul A. Ormond August 12, 2002 /s/ Terry Grace Wilson - -------------------- ----------------------------------- Dated Notary Public My Commission expires: September 3, 2002 [Notary Seal] Terry Grace Wilson Notary Public, State of Ohio My Commission expires: September 3, 2002 EX-99.2 4 l95764aexv99w2.txt EXHIBIT 99.2 Exhibit 99.2 STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Geoffrey G. Meyers, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Manor Care, Inc., and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K of Manor Care, Inc. for the fiscal year ended December 31, 2001; and - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Manor Care, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing . /s/ Geoffrey G. Meyers Subscribed and sworn to before me - --------------------------- this 12th day of August 2002. Geoffrey G. Meyers August 12, 2002 /s/ Terry Grace Wilson - --------------------------- ----------------------------------- Dated Notary Public My Commission expires: September 3, 2002 [Notary Seal] Terry Grace Wilson Notary Public, State of Ohio My Commission expires: September 3, 2002 -----END PRIVACY-ENHANCED MESSAGE-----