-----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, CNKc2LSr9rbnCZHyBFuF53v9C90LBKaGlNKLzGlEeBHND7dwIENizdQI/QY4+r0S Po/BfJNIgetIfZWdz/US1g== 0000950152-04-006203.txt : 20040813 0000950152-04-006203.hdr.sgml : 20040813 20040813093844 ACCESSION NUMBER: 0000950152-04-006203 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040813 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040813 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: 04972002 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 l09165ae8vk.htm MANOR CARE, INC. MANOR CARE, INC.
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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 (Date of earliest event reported):
August 13, 2004

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 5. Other Events and Regulation FD Disclosure
Item 7. Financial Statements and Exhibits
Signatures
Exhibit Index
EX-99.1 NEWS RELEASE

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Item 5. Other Events and Regulation FD Disclosure

On August 13, 2004, Manor Care, Inc. announced that it has accepted and purchased $50 million principal amount of the 7 1/2% Senior Notes due 2006 issued by Manor Care of America, Inc. and $50 million principal amount of its 8% Senior Notes due 2008 pursuant to its previously announced tender offers. A copy of this press release is filed herewith as Exhibit 99.1.

Item 7. Financial Statements and Exhibits

(c) Exhibit.

     99.1       Press Release dated August 13, 2004 issued by Manor Care, Inc.

 

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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, 2004
  By:   /s/ Geoffrey G. Meyers
     
 
      Geoffrey G. Meyers
Executive Vice President and Chief
Financial Officer

 

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Exhibit Index

     
Exhibit    
Number   Description
99.1
  Press Release dated August 13, 2004 issued by Manor Care, Inc.

  EX-99.1 2 l09165aexv99w1.txt EX-99.1 NEWS RELEASE Exhibit 99.1 MANORCARE News Release FOR IMMEDIATE RELEASE CONTACT: Geoffrey G. Meyers, Chief Financial Officer 419/252-5545 e-mail gmeyers@hcr-manorcare.com ------------------------- MANOR CARE ANNOUNCES CLOSING OF DEBT TENDER OFFERS TOLEDO, Ohio, August 13, 2004 - Manor Care, Inc. (NYSE: HCR) today announced that it has accepted and purchased $50,000,000 principal amount of the 7-1/2% Senior Notes due 2006 issued by Manor Care of America, Inc. and guaranteed by Manor Care, and $50,000,000 principal amount of its 8% Senior Notes due 2008 pursuant to its previously announced tender offers. The offers expired at 12:00 midnight, New York City time, on Thursday, August 12, 2004. Both offers were oversubscribed and, accordingly, the Notes have been accepted for purchase on a pro rata basis. The proration factor for the 7-1/2% Senior Notes is approximately 39% and the proration factor for the 8% Senior Notes is approximately 33%. J.P. Morgan Securities Inc. served as Dealer Manager and Global Bondholder Services Corporation acted as depositary and information agent for the offers. This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other security. Manor Care, Inc., through its operating group HCR Manor Care, is the leading owner and operator of long-term care centers in the United States. The company's 61,000 employees provide high-quality care for patients, residents and clients 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 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. 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. -30- -----END PRIVACY-ENHANCED MESSAGE-----