MANOR CARE, INC.

Manor Care, Inc.
333 North Summit Street
Toledo, Ohio 43604-2617
(419) 252-5500
(Address of principal executive offices)

Amendment and Restatement of
The Equity Incentive Plan of
Manor Care, Inc.
(Full title of the Plan)


R. Jeffrey Bixler Vice President, General Counsel and Secretary Manor Care, Inc. 333 North Summit Street Toledo, Ohio 43604-2617 (419) 252-5500		Copies to:		Michael Levin Latham & Watkins Sears Tower, Suite 5800 Chicago, Illinois 60606 (312) 876-7700 Counsel to Registrant


Title of each class of securities to be registered(1)	Amount to be registered	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price	Amount of registration fee


Common Stock, par value $.01 per share	6,000,000 Shares	$30.155	$180,930,000	$22,923.83

(1)

The Amendment and Restatement of the Equity Incentive Plan of Manor Care, Inc. (the “Plan”) authorizes the issuance of a maximum of 10,000,000 shares of common stock of Manor Care, Inc. (the “Company”) plus substitutions or adjustments to shares to account for any change in corporate capitalization, such as a stock split, any merger, consolidation, recapitalization or other distribution of stock or property. This Registration Statement registers 6,000,000 shares of common stock of the Company for issuance pursuant to the Plan. On August 15, 2001 the Company filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-8 (file No. 333-67592) relating to 4,000,000 shares of common stock of the Company to be awarded and sold under the Plan prior to its Amendment and Restatement. The contents of all prior registration statements are incorporated into this Registration Statement by reference.

(2)

Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(h), the proposed maximum offering price per share is based upon the average of the high and low prices reported on the New York Stock Exchange for the Company’s Common Stock on July 22, 2004, which was $30.155 per share .

The documents listed below have been filed by the Company with the SEC and are incorporated in this Registration Statement by reference:

a. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003;

b. The Company’s Definitive Proxy Statement, filed April 7, 2004 for the Annual Meeting of Stockholders held on May 5, 2004;

d. The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004;

e. All other reports filed by the Company pursuant to Section 13(a) and 15(d) of the Securities Exchange Act of 1934 since the end of the Company’s fiscal year ended December 31, 2003; and

f. The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A filed on September 12, 1991 pursuant to Section 12 of the Securities Exchange Act of 1934, including any amendment or reports filed for the purpose of updating such description.

All documents subsequently filed by the Company or the Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

The validity of the shares of common stock registered hereby has been passed upon by R. Jeffrey Bixler who serves as Vice President, General Counsel and Secretary of the Company. Mr. Bixler has received and is eligible to receive grants under the Plan.


Exhibit Number		Description

4		Amendment and Restatement of the Equity Incentive Plan of Manor Care, Inc.*
5		Opinion of R. Jeffrey Bixler, General Counsel of the Company
23.1		Consent of Ernst & Young LLP
23.2		Consent of R. Jeffrey Bixler (included in the opinion filed as Exhibit 5)

• Filed as Appendix B to Manor Care, Inc.’s Proxy Statement filed April 7, 2004 for the Annual Meeting of Stockholders held May 5, 2004 and incorporated herein by reference.

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on July 23, 2004.


	MANOR CARE, INC.
	By:	/s/ R. Jeffrey Bixler
		R. Jeffrey Bixler, Vice President,
		General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.


Signature	Title		Date

/s/ Geoffrey G. Meyers Geoffrey G. Meyers	Executive Vice President and Chief Financial Officer (Principal Financial Officer);	) ) )	July 23, 2004

/s/ Spencer C. Moler Spencer C. Moler	Vice President and Controller (Principal Accounting Officer)	) )	July 23, 2004

/s/ Paul A. Ormond Paul A. Ormond	Chairman of the Board; President and Chief Executive Officer (Principal Executive Officer); Director	) ) )	July 23, 2004

/s/ M. Keith Weikel M. Keith Weikel	Senior Executive Vice President and Chief Operating Officer; Director	) )	July 23, 2004

/s/ Virgis W. Colbert Virgis W. Colbert	Director	) )	July 23, 2004

/s/ Joseph F. Damico Joseph F. Damico	Director	) )	July 23, 2004

/s/ Joseph H. Lemieux Joseph H. Lemieux	Director	) )	July 23, 2004

/s/ William H. Longfield William H. Longfield	Director	) )	July 23, 2004

/s/ Frederic V. Malek Frederic V. Malek	Director	) )	July 23, 2004

/s/ John T. Schwieters John T. Schwieters	Director	) )	July 23, 2004

/s/ Gail R. Wilensky Gail R. Wilensky	Director	) )	July 23, 2004

/s/ Thomas L. Young Thomas L. Young	Director	) )	July 23, 2004

EX-5 2 l08707aexv5.htm EX-5 OPINION OF R. JEFFREY BIXLER EX-5 OPINION OF R. JEFFREY BIXLER

This will refer to the preparation and filing by Manor Care, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of a Registration Statement on Form S-8 (the “Registration Statement”) relating to the issuance by the Company of 6,000,000 shares of the Company’s Common Stock, par value $.01 per share (the “Shares”), pursuant to the Amendment and Restatement of the Equity Incentive Plan of Manor Care, Inc.

In my capacity as General Counsel of the Company, I am familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares, and for the purposes of this opinion, have assumed such proceedings will be timely completed in the manner presently proposed. In addition, I have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to my satisfaction of such documents, corporate records and instruments, as I have deemed necessary or appropriate for purposes of this opinion.

In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to authentic original documents of all documents submitted to me as copies.

Subject to the foregoing, it is my opinion that the Shares have been duly authorized and, when issued and delivered pursuant to the Plan, and when the Registration Statement shall have become effective, will be legally issued and will be fully paid and nonassessable.

I consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to me contained under the heading “Interests of Named Experts and Counsel.”


	Very truly yours,
	/s/ R. Jeffery Bixler
	R. Jeffrey Bixler
	Vice President, General Counsel and Secretary

EX-23.1 3 l08707aexv23w1.htm EX-23.1 CONSENT OF ERNST & YOUNG LLP EX-23.1 CONSENT OF ERNST & YOUNG LLP

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amendment and Restatement of the Equity Incentive Plan of Manor Care, Inc. of our report dated January 22, 2004, with respect to the consolidated financial statements and schedule of Manor Care, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2003, filed with the Securities and Exchange Commission.


PART I
PART II
SIGNATURES
EX-5 OPINION OF R. JEFFREY BIXLER
EX-23.1 CONSENT OF ERNST & YOUNG LLP

Table of Contents

Table of Contents

Table of Contents

Table of Contents


Delaware (State of incorporation)		34-1687107 (I.R.S. Employer Identification Number)


Re:		Registration Statement on Form S-8 with respect to 6,000,000 shares of Common Stock, par value $.01 per share