-----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, Hwa4Y/uDTTeje6p4xu6CN/0Cefmu9C9O35fsr/F5brUR7ibEe/qTDUlZiLS7nwbQ OO3dKpkRbX4IJ5BFPwsCgQ== 0000950152-99-009905.txt : 19991224 0000950152-99-009905.hdr.sgml : 19991224 ACCESSION NUMBER: 0000950152-99-009905 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19991223 EFFECTIVENESS DATE: 19991223 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: S-8 SEC ACT: SEC FILE NUMBER: 333-93573 FILM NUMBER: 99780235 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 S-8 1 MANOR CARE INC. HCR STOCK PURCHASE PLAN S-8 1 As filed with the Securities and Exchange Commission on December 23, 1999 Registration No. 333-___ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- MANOR CARE, INC. (Exact name of registrant as specified in its charter) 34-1687107 Delaware (I.R.S. Employer (State of incorporation) Identification Number) MANOR CARE, INC. 333 North Summit Street Toledo, Ohio 43604-2617 (419) 252-5500 (Address of principal executive offices) HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN (FULL TITLE OF THE PLAN) ------------------ R. Jeffrey Bixler Copies to: Mark D. Gerstein Vice President, General Counsel and Secretary Latham & Watkins Manor Care, Inc. Sears Tower, Suite 5800 333 North Summit Street Chicago, Illinois 60606 Toledo, Ohio 43604-2617 (312) 876-7700 (419) 252-5500 Counsel to Registrant
(Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------- CALCULATION OF REGISTRATION FEE
================================= ==================== ====================== ======================== ============================= Title of each class of Amount Proposed maximum Proposed maximum Amount of securities to be registered (1) to be registered offering price per aggregate offering registration fee share (2) price - --------------------------------- -------------------- ---------------------- ------------------------ ----------------------------- Common Stock, par value $.01 200,000 Shares $14.1875 $2,837,500 $749.10 per share ================================= ==================== ====================== ======================== =============================
(1) In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (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 December 17, 1999, which was $14.1875 per share. ================================================================================ 2 EXPLANATORY NOTE This Registration Statement provides for an increase in the number of shares of common stock ($0.01 par value) (the "Common Stock") of Manor Care, Inc. (the "Company") which are registered for issuance pursuant to the HCR Stock Purchase and Retirement Savings Plan ("the Plan"). On December 20, 1994 the Company filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (File No. 333-87640) relating to 400,000 shares of Common Stock to be offered and sold under the HCR Stock Purchase and Retirement Savings Plan (the "Prior Registration Statement"), and the contents of such prior Registration Statement are incorporated into this Registration Statement by reference. Pursuant to Rule 416, the number of registered shares was increased to 600,000 when the Common Stock underwent a 3-for-2 split in the form of a stock dividend effective June 5, 1996. This Registration Statement increases the number of registered shares of Common Stock from 600,000 to 800,000. The Items below contain information required in this Registration that was not included in the Prior Registration Statement. PART II Item 3. Incorporation of Documents by Reference The documents listed below have been filed by the Company with the Securities and Exchange Commission (the "Commission") 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, 1998; b. The Company's Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, June 30 and September 30, 1999; c. 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, 1998; and d. The Plan's Annual Report on form 11-K for the fiscal year ended December 31, 1998. 3 Item 8. Exhibits Exhibit Number Description -------------- ----------- 4.1 First Amendment to the HCR Stock Purchase and Retirement Savings Plan 4.2 Second Amendment to the HCR Stock Purchase and Retirement Savings Plan 4.3 Third Amendment to the HCR Stock Purchase and Retirement Savings Plan 4.4 Fourth Amendment to the HCR Stock Purchase and Retirement Savings Plan 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) 4 SIGNATURES 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 December 23, 1999. 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/ Stewart Bainum, Jr. Chairman of the Board, Director ) - ------------------------------------ ) Stewart Bainum, Jr. ) ) s/ Stewart Bainum Director ) - ------------------------------------ ) Stewart Bainum ) ) ) /s/ Joseph H. Lemieux Director ) - ------------------------------------ ) Joseph H. Lemieux ) December 23, 1999 ) ) /s/ William H. Longfield Director ) - ------------------------------------ ) William H. Longfield ) ) ) /s/ Frederic V. Malek Director ) - ------------------------------------ ) Frederic V. Malek ) ) ) /s/ Geoffrey G. Meyers Executive Vice President and Chief ) - ------------------------------------ Financial Officer (Principal Financial ) Geoffrey G. Meyers Officer) ) ) ) /s/ Spencer C. Moler Vice President and Controller (Principal ) - ------------------------------------ Accounting Officer) ) Spencer C. Moler ) ) /s/ Paul A. Ormond President and Chief Executive Officer ) - ------------------------------------ (Principal Executive Officer); Director ) Paul A. Ormond ) )
5 ) /s/ Robert G. Siefers Director ) - ------------------------------------ ) Robert G. Siefers ) ) ) /s/ M. Keith Weikel Senior Executive Vice President and Chief ) - ------------------------------------ Operating Officer; Director ) M. Keith Weikel ) ) ) /s/ Gail R. Wilensky Director ) - ------------------------------------ ) Gail R. Wilensky ) ) /s/ Thomas L. Young Director ) - ------------------------------------ ) Thomas L. Young )
Pursuant to the requirements of the Securities Act of 1933, the plan administrator 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 December 23, 1999. HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN By: MANOR CARE, INC. EMPLOYEE BENEFITS COMMITTEE PLAN ADMINISTRATOR By: /s/ Wade B. O'Brian ----------------------------------- Name: Wade B. O'Brian --------------------------------- Title: Chairman --------------------------------- 6 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE ------ ----------- ---- *4.1 First Amendment to the HCR Stock Purchase and Retirement Savings Plan E-1 *4.2 Second Amendment to the HCR Stock Purchase and Retirement Savings Plan E-5 *4.3 Third Amendment to the HCR Stock Purchase and Retirement Savings Plan E-14 *4.4 Fourth Amendment to the HCR Stock Purchase and Retirement Savings Plan E-20 *5 Opinion of R. Jeffrey Bixler E-25 *23.1 Consent of Ernst & Young LLP E-26 *23.2 Consent of R. Jeffrey Bixler (included in opinion filed as Exhibit 5) - ---------------------- * Filed herewith
EX-4.1 2 EXHIBIT 4.1 1 Exhibit 4.1 FIRST AMENDMENT TO THE HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN In the exercise of the powers and authority conferred upon and reserved to Health Care and Retirement Corporation of America under and by virtue of Section 12.02 of the HCR Stock Purchase and Retirement Savings Plan, hereinafter called the "Plan," Health Care and Retirement Corporation of America hereby amends said Plan in the manner and to the extent set forth herein: 1. Section 8.12(h) is added to the Plan to read as follows: (h) The non-vested portions of a Participant's CMC Contribution Account shall be 100% vested upon the death of the Participant. 2. Section 14.09 of the Plan is amended to read as follows: "14.09 MERGER, CONSOLIDATION, OR TRANSFER OF ASSETS. This Plan may be merged or consolidated with, or its assets or liabilities transferred to any other plan provided each Participant would (if the plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit the Participant would have been entitled to receive immediately before the merger, consolidation or transfer (if the plan had then terminated), or provided such alternative requirements as may be imposed by the Treasury Regulations under section 414(l) of the Code. Appendix B hereof (Merged Plan) lists the plans which have been merged into this Plan." 3. Appendix A. List of Covered Employers and Employees, attached hereto, has been revised as of April 1, 1996. 4. Appendix B, Merged Plans, attached hereto has been added to the Plan. 5. The amendment set forth in this Amendment shall be subject to a written favorable determination of the Internal Revenue Service and such further amendments as shall be necessary to maintain the continued qualification of the Plan under section 401 of the Internal Revenue Code and the continued tax exempt status of the Trust under section 501 of the Internal E-1 2 Revenue Code. Upon receipt of such determination, such amendments shall be effective May 1, 1996. 6. The Plan, as amended, shall continue in full force and effect. IN WITNESS WHEREOF, Health Care and Retirement Corporation of America has caused this First Amendment to the HCR Stock Purchase and Retirement Savings Plan to be executed by its duly authorized officers of this 10th day of May 1996. HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA By: /s/ Paul A. Ormond ----------------------------- President ATTEST: By: /s/ Wade B. O'Brian --------------------------------------------- Wade B. O'Brian, Vice President, Human Resources E-2 3 APPENDIX A HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN LIST OF COVERED EMPLOYERS AND EMPLOYEES ---------------------------------------
Employer Location/Company Employees/Union Benefit Status Date - -------- ---------------- --------------- -------------- ---- Health Care and All Non-Union #3, #6 Jan. 1, 1986 Retirement All Non-Union #1, #2, #5 Jan. 1, 1995 Corporation of Heartland of Charleston Service Employees Jan. 1, 1995 America International Marina View Manor Communication Workers Aug. 1, 1996 of America Heartland Sylvania, OH Non-Union #7, #8 Jan. 1, 1993 Rehabilitation Cherry Hill, NJ Non-Union #7, #8 Apr. 1, 1995 Services, Inc. Toledo, OH (Biomend) Non-Union #7, #8 Apr. 1, 1995 Vineland, NJ (PTPA) Non-Union #7, #8 Apr. 1, 1995 Perrysburg, OH Lanoka Harbor, NJ Non-Union #7, #8 Oct. 1, 1995 (Mid-Shore) Non-Union #7, #8 Apr. 1, 1996 Roanoke, VA Non-Union #7, #8 Apr. 1, 1996 Vision Management Lima, Ohio Non-Union #9 Aug. 1, 1995 Services, Inc. Nuvista Refractive Cleveland, OH Non-Union #9 Sep. 1, 1995 Surgery & Laser Centers, Inc. RVA Management Toledo, OH Non-Union #9 Oct. 1, 1995 Services, Inc. As of: May 1, 1996
E-3 4 APPENDIX B ---------- HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN MERGED PLANS ------------ SPONSORING EMPLOYER NAME OF PLAN DATE MERGED - ------------------- ------------ ----------- E-4 EX-4.2 3 EXHIBIT 4.2 1 Exhibit 4.2 SECOND AMENDMENT TO THE HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN ---------------------------------------------- In the exercise of the powers and authority conferred upon and reserved to Health Care and Retirement Corporation of America under and by virtue of Section 12.02 of the HCR Stock Purchase and Retirement. Savings Plan, hereinafter called the "Plan", Health Care and Retirement Corporation of America hereby amends said Plan in the manner and to the extent set forth herein: 1. Section 1.29a is added to the plan to read as follows: "1.29a Five Percent Owner. "Five Percent Owner" refers to a Participant if such Participant is treated as a five percent owner as defined in section 416(i) of the Code (determined in accordance with section 416 but without regard to whether the Plan is top-heavy)." 2. Section 1.31 of the Plan is amended to read as follows: "1.31 HIGHLY COMPENSATED EMPLOYEE. "Highly Compensated Employee" means any Employee who: (a) is a Five Percent Owner during the current Plan Year or was a Five Percent Owner during the preceding Plan Year, or (b) performs Service for the Employer during the current Plan Year and who, during the preceding Plan Year received Compensation from the Employer in excess of $80,000 (as adjusted pursuant to section 415(d) of the Code)." 3. Section 1.57 of the Plan is amended to read as follows: "1.57 YEAR OF SERVICE. E-5 2 "Year of Service" means a twelve consecutive month period during which the Employee completes at least 1,000 Hours of Service. A Year of Service for a Employee is measured from the Employee's Employment Commencement Date for the initial fiscal year of employment, if the Employee completes 1,000 Hours of Service in such initial fiscal year of employment and the first day of each succeeding calendar year commencing with the calendar year which contains the anniversary date of the Employee, if such Employee completes 1,000 or more Hours of Service during such succeeding calendar year. If the Employee does not complete 1,000 Hours of Service during such initial fiscal year, a Year of Service will be measured from the first day of a succeeding calendar year, commencing with the calendar year which contains the anniversary date of the Employee, in which the Employee completes a 1,000 Hours of Service and each calendar year thereafter. Years of Service shall not include a Period of Service prior to a Break in Service unless following the Break in Service the Participant completes one Year of Service, and: (a) before the Break in Service the Participant had a vested interest in the Participant's account balances; or (b) the Participant's Years of Service before that Break in Service (and not disregarded by reason of any prior Break in Service) exceed the Participant's consecutive Breaks in Service; or (c) the Participant's Break in Service does not equal or exceed five years." 4. Section 5.02 of the Plan is amended to read as follows: "5.02 NONDISCRIMINATION REQUIREMENTS FOR MTSO CONTRIBUTIONS Contributions made under this Plan to a Participant's MTSO Contributions Account must meet the nondiscrimination requirements of section 401(k) of the Code. To meet such requirements the actual deferral percentage test will be applied as set forth in section 401(k)(3) of the Code and Treasury Regulations section 1.401(k)-1(b). E-6 3 To the extent that it is necessary in order to comply with the nondiscrimination requirements of section 401(a) or section 401(k) of the Code, the Employer shall first recharacterize to the extent possible and then shall distribute the amount of the Excess MTSO Contributions, as well as income attributable thereto, to Participants who are Highly Compensated Employees no later than 2 1/2 months after the close of the Plan Year for which said excess contributions were authorized. MTSO Contributions of Participants who are Highly Compensated Employees shall be reduced, and excess contributions distributed in accordance with the following: (a) Highly Compensated Participants' MTSO Contributions shall be reduced and distributed on the basis of the amount of MTSO Contributions made by or on behalf of each such Highly Compensated Employee beginning with those Highly Compensated Participant who have the largest MTSO Contribution until the MTSO Contribution of each such Highly Compensated Participant is equal to the MTSO Contribution of the next highest MTSO Contribution. (b) If any excess contribution remain after the above reduction, then MTSO Contributions made on behalf of all Participants who are Highly Compensated Employees shall be similarly reduced until no more MTSO Contributions remain or the Plan is in compliance. Income or loss attributable to said excess contributions shall be determined in the same proportion that each Highly Compensated Employee's excess contributions bear to the Participant's MTSO Contributions Accounts. The distribution of said excess contributions and income or loss may be made without the consent of the Participant, or the Participant's spouse, and shall be considered as income to the Participant for purposes of section 61 of the Code." 5. Section 5.03 of the Plan is amended to read as follows: "5.03 NONDISCRIMINATION REQUIREMENTS FOR SCO, CMC AND CDC CONTRIBUTIONS E-7 4 Contributions made under this Plan to a Participant's SCO Contributions Account and the Participant's CMC Contributions Account must meet the nondiscrimination requirements of sections 401(a)(4) and 401(m) of the Code. In determining whether such requirements are met the actual contribution percentage test will be applied as set forth in section 401(m)(2) of the Code and section 1.401(m)-1(b) of the Treasury Regulations. To the extent that it is necessary in order to comply with the nondiscrimination requirements of section 401(m) of the Code, the Employer shall distribute the amount of the Excess Aggregate Contributions, taking into account income or loss attributable thereto, to Participants who are Highly Compensated Employees no later than 2 1/2 months after the close of the Plan Year for which said Excess Aggregate Contributions were authorized. "Excess Aggregate Contributions" means the amount described in section 401(m)(6)(B) of the Code. To the extent that it is necessary to comply with section 401(a)(4) of the Code, matching contributions attributable to MTSO Contributions that are recharacterized or distributed pursuant to Section 5.02 hereof (Nondiscrimination Requirements for MTSO Contributions) or Section 8.09 hereof (Distributions of Excess MTSO Deferrals) shall be forfeited. Excess Aggregate Contributions of Participants who are Highly Compensated Participants shall be reduced and distributed, in accordance with the following: (a) Highly Compensated Participants' SCO, CMC and CDC Contributions shall be reduced and distributed on the basis of the amount of SCO, CMC and CDC Contributions made by or on behalf of each such Highly Compensated Employee beginning with those Highly Compensated Participants who have the largest SCO, CMC and CDC Contributions (combined) until the SCO, CMC and CDC Contributions of each such Highly Compensated Participant is equal to the SCO, CMC and CDC Contributions of the next highest SCO, CMC, and CDC Contributions. E-8 5 (b) If any Excess Aggregate Contribution remains after the preceding reduction, then next all remaining SCO, CMC and CDC Contributions shall be similarly reduced until no more SCO, CMC and CDC Contributions remain or the Plan is in compliance. The determination of the income or loss attributable to the Excess Aggregate Contributions shall be in accordance with the following: (a) If SCO Contributions are distributed, the attributable income or loss shall be in the same proportion that the Highly Compensated Participant's distributed SCO Contribution bears to the Participant's SCO Contributions Accounts. (b) If CMC and CDC Contributions are distributed, the attributable income or loss shall be in the same proportion that the Highly Compensated Participant's distributed CMC and CDC Contributions bears to the Participant's CMC Contributions Accounts. The distribution of Excess Aggregate Contributions and income or loss may be made without the consent of the Participant, or the Participant's spouse, and shall be considered as income to the Participant except to the extent of SCO Contributions distributed, for purposes of section 61 of the Code. 6. Section 8.04 of the Plan is amended to read as follows: "8.04 METHOD AND MEDIUM OF PAYMENT The nonforfeitable interest in a Participant's Accounts shall be payable in cash, except amounts invested in the HCR Stock Fund shall be distributed in kind unless a written election is made by the Participant to receive cash or any combination of whole shares and cash from such Stock Fund. Fractional shares shall be paid in cash on the basis of the market value of a common share in such Stock Fund on the day of distribution and any dividend received by the Trustee with respect to common shares distributed in kind E-9 6 shall be paid in cash if the record date for such dividend shall be after the first day of the month in which the Participant's rights to such distribution accrues. The distribution of a Participant's nonforfeitable interest in the Participant's Accounts shall be made by the Trustee to such Participant or the Participant's beneficiaries as soon as practicable upon or after any of the events described in Section 8.01 hereof (Upon Retirement, Disability or Other Events) in one or a combination of the following methods as such Participant or beneficiary, subject to a Qualified Election, may request: (a) In one lump sum; (b) In annual installments, in cash or in shares of Health Care and Retirement Corporation (to the extent the Participant's Accounts are invested in the HCR Stock Fund), of substantially equal amounts for a period of time not to exceed the life expectancy of the Participant or that of the Participant and the Participant's designated beneficiary. The designated beneficiary of a Participant's Accounts must be the Participant's spouse unless subject to a Qualified Election. Except as otherwise provided herein, no distribution of a Participant's Accounts may be made without the consent of the Participant, or the designated beneficiary. In accordance with rules and procedures established by the Committee, a Participant who is retiring or a spouse beneficiary who is entitled to a distribution due to the Participant's death may elect to defer the commencement of distribution of the Participant's Accounts to any date. The Committee in its sole discretion may approve a request for earlier distribution once election for deferral has been made. In all events and irrespective of an election to defer, distributions of benefits of a Participant who is a Five Percent Owner must commence by April 1 of the calendar year following the calendar year in which such Participant attains age 70 1/2 under method (b) above. E-10 7 If the Participant's nonforfeitable interest is to be distributed in other than a lump sum, then the amount to be distributed each year must be at least an amount equal to the quotient obtained by dividing the Participant's nonforfeitable interest by the life expectancy of the Participant or joint and last survivor expectancy of the Participant and designated beneficiary. Life expectancy and joint and last survivor expectancy are computed by the use of the return multiples contained in section 1.72-9 of the Treasury Regulations. For purposes of this computation, a Participant's or the Participant's spouse's life expectancy may be recalculated no more frequently than annually; however, the life expectancy of a non-spouse beneficiary may not be recalculated. If the Participant's spouse is not the designated beneficiary, the method of distribution selected must assure that more than 50% of the present value of the amount available for distribution is paid within the life expectancy of the Participant. As required by section 401(a)(14) of the Code, unless the Participant elects to defer the commencement of distribution in accordance with this Section 8.04, distribution of the Participant's Accounts shall commence not later that the 60th day after the latest of the close of the Plan Year in which: (a) the Participant attains age 65; (b) occurs the 10th anniversary of the year in which the Participant commences participation in the Plan; or (c) the Participant terminates employment with the Employer. Once the distribution of a Participant's nonforfeitable interest has been approved, the amount to be distributed shall be based on the valuation of the Participant's nonforfeitable interest in the Participant's Accounts pursuant to Article VII hereof (Valuation of the Trust Funds) on the day of distribution. 7. Effective October 13, 1996, the following subparagraph (h) is added before the last paragraph of Section 8.08 to read as follows: E-11 8 "(h) "Loan repayments during periods of qualified military service will be suspended under this Plan as permitted under section 414(u)(4) of the Code." 8. Effective October 13, 1996, Section 8.13 is added to the Plan to read as follows: "8.13 MILITARY SERVICE. Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with section 414(u) of the Code." 9. Appendix A, List of Covered Employers and Employees, attached hereto, has been revised as of July 1, 1997. 10. Appendix B, Merged Plans, attached hereto, has been updated as of July 1, 1997. 11. The amendment set forth in this Second Amendment shall be subject to a written favorable determination of the Internal Revenue Service and such further amendments as shall be necessary to maintain the continued qualification of the Plan under section 401 of the Internal Revenue Code and the continued tax exempt status of the Trust under section 501 of the Internal Revenue Code. Upon receipt of such determination, such amendments shall be effective July 1, 1997 unless otherwise stated. 12. The Plan, as amended, shall continue in full force and effect. IN WITNESS WHEREOF, Health Care and Retirement Corporation of America has caused this' Second Amendment to the HCR Stock Purchase and Retirement Savings Plan to be executed by its duty authorized officers this 30th day of July, 1997. HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA By: /s/ Paul A. Ormond -------------------------- President ATTEST: By: /s/ R. Jeffrey Bixler ------------------------------------ E-12 9 APPENDIX A ---------- HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN LIST OF COVERED EMPLOYERS AND EMPLOYEES ---------------------------------------
Employer Location/Company Employees/Union Benefit Status Date - -------- ---------------- --------------- -------------- ---- Health Care and All Non-Union #3, #6 Jan. 1, 1986 Retirement All Non-Union #1, #2, #5 Jan. 1, 1995 Corporation of Heartland of Charleston Service Employees International Jan. 1, 1995 America Communication Workers of America Marina View Manor Service Employees International Aug. 1, 1996 Communication Workers of America Heartland of Holly Glen Hospital and Nursing Home Employees Jul. 1, 1997 Union, Division of Hotel Employees and Restaurant Employees Union Heartland of Perrysburg Hospital and Nursing Home Employees Jul. 1, 1997 Union, Division of Hotel Employees and Restaurant Employees Union Heartland Toledo, OH (HRS) Non-Union #7, #8 Jan. 1, 1993 Rehabilitation Cherry Hill, NJ (CHPT) Non-Union #7, #8 Apr. 1, 1995 Services, Inc. Toledo, OH (Biomend) Non-Union #7, #8 Apr. 1, 1995 Vineland, NJ (PTPA) Non-Union #7, #8 Apr. 1, 1995 Perrysburg, OH (PPT) Non-Union #7, #8 Oct. 1, 1995 Marian, OH (R&B) Non-Union #7, #8 Feb. 1, 1996 Lanoka Harbor, NJ (Mid- Non-Union #7, #8 Apr. 1, 1996 Shore) Roanoke, VA (Rehab Svcs) Non-Union #7, #8 Apr. 1, 1996 Newark, OH (ACC/ORS) Non-Union #7, #8 Jun. 1, 1996 Cincinnati, OH (HTS) Non-Union #7, #8 Jul. 1, 1996 Orange Park, FL (OPPT) Non-Union #7, #8 Sep. 1, 1996 Lexington, KY (RAC) Non-Union #7, #8 Sep. 1, 1996 Fernando Beach, FL (Amelia) Non-Union #7, #8 Nov. 1, 1996 Gainesville, FL (PTPT) Non-Union #7, #8 Nov. 1, 1996 Maumee, OH (Urgent Care) Non-Union #10 Nov. 1, 1996 Delray Beach, FL (SFP&R) Non-Union #7, #8 Dec. 1, 1996 Marlton, NJ (GSTA) Non-Union #7, #8 Dec. 1, 1996 So. Miami, FL (FSM) Non-Union #7, #8 Jan. 1, 1997 Jacksonville, FL (Ortho) Non-Union #7, #8 Mar. 1, 1997 Wytheville, VA (Blue Ridge) Non-Union #7, #8 Apr. 1, 1997 Vision Management Lima, Ohio Non-Union #9 Aug. 1, 1995 Services, Inc. Perrysburg, OH Non-Union #9 Sep. 1, 1996 Mishawaka, IN Non-Union #9 Feb. 1, 1997
E-13 EX-4.3 4 EXHIBIT 4.3 1 Exhibit 4.3 THIRD AMENDMENT TO THE HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN ---------------------------------------------- In the exercise of the powers and authority conferred upon and reserved to Health Care and Retirement Corporation of America under and by virtue of Section 12.02 of the HCR Stock Purchase Retirement Savings Plan, hereinafter called the "Plan", Health Care and Retirement Corporation of America hereby amends said Plan in the manner and to the extent set forth herein: 1. Section 2.02 of the Plan is amended to read as follows: "MATCHED TAX SAVER OPTION (MTSO) Each eligible Participant may elect to defer a percentage of the Participant's Annual Compensation, in 1% increments up to 17.6% of Annual Compensation, for each pay period that the Participant remains a Participant in accordance with procedures established by the Committee. The Participant's election shall be made at such time and in such manner as the Committee shall determine. Said election shall remain in effect until revoked or superseded by a subsequent election pursuant to procedures established by the Committee. Except as provided herein, the Employer shall contribute to the Plan on behalf of the Participant the full amount of the MTSO Contributions authorized by the Participant. In no event, however, shall a Participant's MTSO Contributions to this Plan, plus any amounts deferred under any plans or arrangements that are maintained by the Company and are described in sections 401(k), 403(b) or 408(k) of the Code, for any calendar year exceed $10,000 or such other amount as may be allowable pursuant to section 402(g) of the Code. The Employer shall automatically discontinue a Participant's MTSO Contributions for the remainder of the calendar year in the event said Participant reaches the section 402(g) limitation. Further, a Participant may request a distribution of the amount of any Excess MTSO Deferrals in accordance with the provisions of Section 8.09 hereof (Distribution of Excess MTSO Deferrals). It is intended that contributions made pursuant to this Section 2.02 shall not be considered income to the Participant for purposes of section 61 of the Code. Such contributions shall be deemed as those made by the Employer for all purposes, the E-14 2 limitations of Sections 2.09 and 5.02 hereof (Section 415 Limitations and Nondiscrimination Requirements for MTSO Contributions)." 2. The last paragraph of Section 8.01 is amended to read as follows: "UPON RETIREMENT, DISABILITY OTHER OTHER EVENTS. If the present value of the benefit otherwise payable under any provision of the Plan to a Participant or the Participant's beneficiary upon and by reason of the Participant's retirement or other termination of employment does not currently or at the time of any prior distribution exceed $5,000, such Participant's benefit shall be paid to the Participant in a lump sum, in an amount equal to such present value calculated in accordance with the provisions of Article VII and Section 8.04 hereof (Valuation of Trust Funds and Method and Medium of Payment) upon the Participant's retirement or other termination of employment. 3. The third order of withdrawal in Section 8.07 of the Plan is amended to read as follows: "WITHDRAWALS. THIRD, if Employer contributions are not aggregated with salary deferrals to meet nondiscrimination tests pursuant to the Code, and provided that the Participant is 100% vested in the Participant's CMC Contribution Account, all or part of the balance of the Participant's pre-1992 CMC Contributions Account, including earnings and notwithstanding the foregoing all or part of the Participant's company matching contributions from a Merged Plan, including earnings." 4. Appendix A, List of Covered Employers and Employees, attached hereto, has been revised as of January 1, 1998. 5. Appendix B, Merged Plans, attached hereto, has been revised as of January 1, 1998. 6. The amendments set forth in this Third Amendment shall be subject to a written favorable determination of the Internal Revenue Service and such further amendments as shall be necessary to maintain the continued qualification of the Plan under section 401 of the Internal Revenue Code and the continued tax exempt status of the Trust under section 501 of the Internal Revenue Code. Upon receipt of such determination, such amendments shall be effective January 1, 1998 unless otherwise stated. 7. The Plan, as amended, shall continue in full force and effect. E-15 3 IN WITNESS WHEREOF, Health Care and Retirement Corporation of America has caused this Third Amendment to the HCR Stock Purchase and Retirement Savings Plan to be executed by its duly authorized officers this 30th day of March, 1998. HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA By: /s/ Paul A. Ormond ---------------------- President ATTEST: By: /s/ R. Jeffrey Bixler ---------------------------- E-16 4 APPENDIX A ---------- HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN LIST OF COVERED EMPLOYERS AND EMPLOYEES ---------------------------------------
Employer Location/Company Employees/Union Benefit Status Date - -------- ---------------- --------------- -------------- ---- Health Care and All Non-Union #3, #6 Jan. 1, 1986 Retirement All Non-Union #1, #2, #5 Jan. 1, 1995 Corporation of Heartland of Charleston (WV) Service Employees International Union, Jan. 1, 1995 America AFL-CIO Marina View Manor Communication Workers of America, Aug. 1, 1996 Milwaukee (WI) AFL-CIO Heartland of Holly Glen (OH) Hospital and Nursing Home Employees Jul. 1, 1997 Union, Division of Hotel Employees and Restaurant Employees Union Heartland of Perrysburg (OH) Hospital and Nursing Home Employees Jul. 1, 1997 Union, Division of Hotel Employees and Restaurant Employees Union Heartland of Martinsburg Service Employees International Union, Oct. 1, 1997 (WV) Communication Workers of America Heartland of Milwaukee (WI) United Food & Commercial Workers Union, Jan. 1, 1998 Local 1444, AFL-CIO Heartland Health Care Service Employees International Union, Jan. 1, 1998 Center - Adelphia (MD) Local 82 Heartland Health Care Service Employees International Union, Jan. 1, 1998 Center - Hyattsville (MD) Local 82 Heartland Health Care International Union United Automobile Jan. 1, 1998 Center - Three Rivers (MI) Workers Aerospace Agricultural Implement Workers of America, Local 1996, UAW Heartland Toledo, OH (HRS) Non-Union #7, #8 Jan. 1, 1993 Rehabilitation Cherry Hill, NJ (CHPT) Non-Union #7, #8 Apr. 1, 1995 Services, Inc. Toledo, OH (Biomend) Non-Union #7, #8 Apr. 1, 1995 Vineland, NJ (PTPA) Non-Union #7, #8 Apr. 1, 1995 Perrysburg, OH (PPT) Non-Union #7, #8 Oct. 1, 1995 Marian, OH (R&B) Non-Union #7, #8 Feb. 1, 1995 Lanoka Harbor, NJ Non-Union #7, #8 Apr. 1, 1996 (Mid-Shore) Roanoke, VA (Rehab Svcs) Non-Union #7, #8 Apr. 1, 1996 Newark, OH (ACC/ORS) Non-Union #7, #8 Jun. 1, 1996 Cincinnati, OH (HTS) Non-Union #7, #8 Jul. 1, 1996 Orange Park, FL (OPPT) Non-Union #7, #8 Sep. 1, 1996 Lexington, KY (RAC) Non-Union #7, #8 Sep. 1, 1996
E-17 5
Fernando Beach, FL (Amelia) Non-Union #7, #8 Nov. 1, 1996 Gainesville, FL (PTPT) Non-Union #7, #8 Nov. 1, 1996 Maumee, OH (Urgent Care) Non-Union #10 Nov. 1, 1996 Delray Beach, FL (SFP&R) Non-Union #7, #8 Dec. 1, 1996 Marlton, NJ (GSTA) Non-Union #7, #8 Dec. 1, 1996 So. Miami, FL (FSM) Non-Union #7, #8 Jan. 1, 1997 Jacksonville, FL (Ortho) Non-Union #7, #8 Mar. 1, 1997 Wytheville, VA (Blue Ridge) Non-Union #7, #8 Apr. 1, 1997 Vision Lima, Ohio Non-Union #9 Aug. 1, 1995 Management Perrysburg, OH Non-Union #9 Sep. 1, 1996 Services, Inc. Mishawaka, IN Non-Union #9 Feb. 1, 1997 Nuvista Refractive Cleveland, OH Non-Union #9 Sep. 1, 1995 Surgery & Laser Centers, Inc. RVA Toledo, OH Non-Union #9 Oct. 1, 1995 Management Services, Inc. Heartland Home All Non-Union #16, #17 Aug. 1, 1997 Care, Inc. Heartland Home All Non-Union #16, #17 Aug. 1, 1997 Health Care Services, Inc. Heartland All Non-Union #16, #17 Aug. 1, 1997 Hospices Services, Inc. MileStone All Non-Union #7, #8 Jan. 1, 1998 Healthcare, Inc.
E-18 6 APPENDIX B ---------- HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN MERGED PLANS ------------
SPONSORING EMPLOYER NAME OF PLAN DATE MERGED - ------------------- ------------ ----------- Heartland Rehabilitation Rehabilitation Administrative August 30, 1996 Services, Inc. Corp., Inc. 401(k) Savings Retirement Plan Heartland Home Care, Inc. Heartland Home Care, Inc. July 31, 1997 401(k) Plan MileStone Healthcare, Inc. MileStone Healthcare 401(k) December 31, 1997 Profit Sharing Plan
E-19 EX-4.4 5 EXHIBIT 4.4 1 Exhibit 4.4 FOURTH AMENDMENT TO THE HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN ---------------------------------------------- In the exercise of the powers and authority conferred upon and reserved to Health Care and Retirement Corporation of America under and by virtue of Section 12.02 of the HCR Stock Purchase and Retirement Savings Plan, hereinafter called the "Plan", Health Care and Retirement Corporation of America hereby amends said Plan in the manner and to the extent set forth herein: 1. The second paragraph of Section 2.01(b) of the Plan is amended to read as follows: "2.01(b) COMPANY MATCHING CONTRIBUTIONS For purposes of this Section 2.01(b), a Participant's MTSO Contributions shall include MTSO Contributions which are discontinued and recharacterized as SCO Contributions by the Employer pursuant to Section 2.03 hereof (Supplemental Contributions Option (SCO)). 2. Section 2.02 of the Plan is amended to read as follows: "2.02 MATCHED TAX SAVER OPTION (MTSO) Each eligible Participant may elect to defer a percentage of the Participant's Annual Compensation, in 1% increments up to 18.0% of Annual Compensation, for each pay period that the Participant remains a Participant in the Plan in accordance with procedures established by the Committee. The Participant's election shall be made at such time and in such manner as the Committee shall determine. Said election shall remain in effect until revoked or superseded by a subsequent election pursuant to procedures established by the Committee. Except as provided herein, the Employer shall contribute the amount of the Participant's Annual Compensation deferred pursuant to this Section 2.02 (hereinafter referred to as the Participant's MTSO Contributions) to a MTSO Contributions Account set forth in the Plan for the Participant. In no event, however, shall a Participant's MTSO Contributions, plus any amounts deferred under any plans or arrangements that are maintained by the Company and are described in sections 401(k), 403(b) or 408(k) of the Code, for the calendar year exceed $10,000 or such other amount as may be allowable pursuant to section 402(g) of the Code. If the sum of the contributions to a Participant's MTSO Contributions Account reaches the section 402(g) limitation during the calendar E-20 2 year, the Employer shall discontinue making such contributions to the Participant's MTSO Contributions Account. If any deferred amount contributed to the Participant's MTSO Contributions Account during the calendar year constitutes an Excess MTSO Contribution, the Participant may request a distribution of such amount in accordance with the provisions of Section 8.09 hereof (Distribution of Excess MTSO Deferrals). It is intended that contributions made pursuant to this Section 2.02 shall not be considered income to the Participant for purposes of section 61 of the Code. Such contributions shall be deemed as those made by the Employer for all purposes, subject to the limitations of Sections 2.09 and 5.02 hereof (Section 415 Limitations and Nondiscrimination Requirements for MTSO Contributions)." 3. Section 2.03 of the Plan is amended to read as follows: "2.03 SUPPLEMENTAL CONTRIBUTION OPTION (SCO) If the sum of the contributions to a Participant's MTSO Contributions Account reaches the section 402(g) limitation during the calendar year, the Employer shall discontinue making such contributions to the Participant's MTSO Contributions Account and shall commence making such contributions on an after-tax basis to the Participant's SCO Contributions Account for the remainder of the calendar year. Said SCO Contributions shall continue unless the Participant advises the Employer to discontinue making contributions to the Participant's SCO Contributions Account or changes the amount of the SCO Contribution pursuant to procedures established by the Committee. MTSO contributions which are recharacterized pursuant to Section 5.02 hereof (Nondiscrimination Requirements for MTSO Contributions) shall be contributed as applicable to Participants' SCO Contributions Accounts. Participants' SCO Contributions Accounts shall be at all times nonforfeitable. Contributions to a Participant's SCO Contributions Account must meet the nondiscrimination requirements of section 401(m) of the Code as described in Section 5.03 hereof (Nondiscrimination Requirements for SCO, CMC and CDC Contributions)." 4. A new second paragraph is added to Section 6.02 of the Plan to read as follows: "6.02 LIMITATIONS ON INVESTMENT OF THE TRUST FUND E-21 3 Participants may redirect investments in the HCR Stock Fund in accordance with rules and procedures established by the Committee." 5. Appendix A, List of Covered Employers and Employees, attached hereto, has been revised as of January 1, 1999. 6. The amendments set forth in this Fourth Amendment shall be subject to a written favorable determination of the Internal Revenue Service and such further amendments as shall be necessary to maintain the continued qualification of the Plan under section 401 of the Internal Revenue Code and the continued tax exempt status of the Trust under section 501 of the Internal Revenue Code. Upon receipt of such determination, such amendments shall be effective January 1, 1999 unless otherwise stated. 7. The Plan, as amended, shall continue in full force and effect. IN WITNESS WHEREOF, Health Care and Retirement Corporation of America has caused this Fourth Amendment to the HCR Stock Purchase and Retirement Savings Plan to be executed by its duly authorized officers this 31st day of December, 1998. HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA By: /s/ Paul A. Ormond -------------------------------- President ATTEST By: /s/ R. Jeffrey Bixler - --------------------------------- E-22 4 APPENDIX A ---------- HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN LIST OF COVERED EMPLOYERS AND EMPLOYEES ---------------------------------------
Employer Location/Company Employees/Union Benefit Status Date - -------- ---------------- --------------- -------------- ---- Health Care and All Non-Union #3, #6 Jan. 1, 1986 Retirement All Non-Union #1, #2, #5 Jan. 1, 1995 Corporation of Heartland of Charleston Service Employees International Union, Jan. 1, 1995 America (WV) AFL-CIO Marina View Manor Communication Workers of America, Aug. 1, 1996 Milwaukee (WI) AFL-CIO Heartland of Holly Glen (OH) Hospital and Nursing Home Employees Jul. 1, 1997 Union, Division of Hotel Employees and Restaurant Employees Union Heartland of Perrysburg (OH) Hospital and Nursing Home Employees Jul. 1, 1997 Union, Division of Hotel Employees and Restaurant Employees Union Heartland of Martinsburg Service Employees International Union, Oct. 1, 1997 (WV) Communication Workers of America Heartland of Milwaukee (WI) United Food & Commercial Workers Union, Jan. 1, 1998 Local 1444 Heartland Health Care Service Employees International Union, Jan. 1, 1998 Center - Adelphia (MD) Local 82 Heartland Health Care Service Employees International Union, Jan. 1, 1998 Center - Hyattsville (MD) Local 82 Heartland Health Care International Union United Automobile Jan. 1, 1998 Center - Three Rivers (MI) Workers Aerospace Agricultural Implement Workers of America, Local 1996, UAW Shawano (WI) United Food & Commercial Workers Union, Jan. 1, 1999 Local 73A
E-23 5
Heartland Toledo, OH (HRS) Non-Union #7, #8 Jan. 1, 1993 Rehabilitation Cherry Hill, NJ (CHPT) Non-Union #7, #8 Apr. 1, 1995 Services, Inc. Toledo, OH (Biomend) Non-Union #7, #8 Apr. 1, 1995 Vineland, NJ (PTPA) Non-Union #7, #8 Apr. 1, 1995 Perrysburg, OH (PPT) Non-Union #7, #8 Oct. 1, 1995 Marian, OH (R&B) Non-Union #7, #8 Feb. 1, 1995 Lanoka Harbor, NJ Non-Union #7, #8 Apr. 1, 1996 (Mid-Shore) Roanoke, VA (Rehab Svcs) Non-Union #7, #8 Apr. 1, 1996 Newark, OH (ACC/ORS) Non-Union #7, #8 Jun. 1, 1996 Cincinnati, OH (HTS) Non-Union #7, #8 Jul. 1, 1996 Orange Park, FL (OPPT) Non-Union #7, #8 Sep. 1, 1996 Lexington, KY (RAC) Non-Union #7, #8 Sep. 1, 1996 Fernando Beach, FL (Amelia) Non-Union #7, #8 Nov. 1, 1996 Gainesville, FL (PTPT) Non-Union #7, #8 Nov. 1, 1996 Maumee, OH (Urgent Care) Non-Union #10 Nov. 1, 1996 Delray Beach, FL (SFP&R) Non-Union #7, #8 Dec. 1, 1996 Marlton, NJ (GSTA) Non-Union #7, #8 Dec. 1, 1996 So. Miami, FL (FSM) Non-Union #7, #8 Jan. 1, 1997 Jacksonville, FL (Ortho) Non-Union #7, #8 Mar. 1, 1997 Wytheville, VA (Blue Ridge) Non-Union #7, #8 Apr. 1, 1997 Farmington, MI (Diversified) Non-Union #7, #8 May 1, 1998 Vision Management Lima, Ohio Non-Union #9 Aug. 1, 1995 Services, Inc. Perrysburg, OH Non-Union #9 Sep. 1, 1996 Mishawaka, IN Non-Union #9 Feb. 1, 1997 Nuvista Refractive Cleveland, OH Non-Union #9 Sep. 1, 1995 Surgery & Laser Centers, Inc. RVA Management Toledo, OH Non-Union #9 Oct. 1, 1995 Services, Inc. Heartland Home Care, All Non-Union #16, #17 Aug. 1, 1997 Inc. Heartland Home Health All Non-Union #16, #17 Aug. 1, 1997 Care Services, Inc. Heartland Hospices All Non-Union #16, #17 Aug. 1, 1997 Services, Inc. MileStone Healthcare, All Non-Union #7, #8 Jan. 1, 1998 Inc.
E-24 EX-5 6 EXHIBIT 5 1 Exhibit 5 December 23, 1999 Manor Care, Inc. 333 North Summit Street Toledo, Ohio 43604-2607 Re: Registration Statement on Form S-8 with respect to 200,000 shares of Common Stock, par value $.01 per share -------------------------------------------------------- Ladies and Gentlemen: 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 200,000 shares of the Company's Common Stock, par value $.01 per share (the "Shares"), pursuant to the HCR Stock Purchase and Retirement Savings Plan (the "Plan"). 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 Legal Counsel". Very truly yours, /s/ R. Jeffrey Bixler R. Jeffrey Bixler Vice President, General Counsel and Secretary E-25 EX-23.1 7 EXHIBIT 23.1 1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the HCR Stock Purchase and Retirement Savings Plan of our reports (a) dated January 28, 1999, with respect to the consolidated financial statements and schedule of Manor Care, Inc. (formerly known as HCR Manor Care, Inc.) included in its Annual Report (Form 10-K) and (b) dated May 21, 1999, with respect to the financial statements and schedules of the HCR Stock Purchase and Retirement Savings Plan included in The Plan's Annual Report (Form 11-K), both for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Toledo, Ohio December 20, 1999 E-26 -----END PRIVACY-ENHANCED MESSAGE-----