8-K

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): December 21, 2007

Manor Care, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-10858	34-1687107
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. 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

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On December 21, 2007, Manor Care, Inc. (the “Company” or “Manor Care”), announced the completion of the merger of MCHCR-CP Merger Sub Inc., a Delaware corporation (the “Merger Sub”), with and into the Company.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 21, 2007, the Company notified the New York Stock Exchange (the “NYSE”) that the Merger had been consummated and, accordingly, the holders of Manor Care’s stock (other than shares held in the Company’s treasury or owned by Merger Sub or Merger Sub’s sole stockholder) had, except as otherwise agreed, become entitled to receive $67.00 per share in cash, without interest, for each share of Manor Care common stock. The Company requested that trading of Manor Care common stock on the NYSE be suspended, effective at the opening of business on the business day immediately following the closing of the Merger.

Item 3.03. Material Modification to Rights of Security Holders

On December 21, 2007, pursuant to the terms of the Merger Agreement, each share of Manor Care common stock (other than shares held in the Company’s treasury or owned by Merger Sub or Merger Sub’s sole stockholder) issued and outstanding immediately prior to the effective time of the Merger was, except as otherwise agreed, canceled and automatically converted into the right to receive $67.00 per share in cash, without interest.

Item 8.01 Other Events.

A copy of the press release issued by the Company on December 21, 2007, announcing the consummation of the Merger is attached as an exhibit hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The exhibits to this report are listed in the Exhibit index attached hereto.

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.
December 21, 2007	By:
		/s/ Paul A. Ormond
		Name:  Paul A. Ormond
		Title:    Chairman, President and Chief Executive Officer

Exhibit No.	Description of Exhibit
99.1	Press Release dated December 21, 2007, issued by Manor Care, Inc.

EX-99.1

Exhibit 99.1

News Release

For Immediate Release

Contacts:

Manor Care	Carlyle
Steven M. Cavanaugh, Chief Financial Officer	Chris Ullman, Director of Global Communications
419/252-5601	202/729-5399
scavanaugh@hcr-manorcare.com	chris.ullman@carlyle.com

The Carlyle Group Completes Transaction with Manor Care

Temporary Restraining Order Dissolved in Michigan

TOLEDO, Ohio, December 21, 2007 – Manor Care, Inc. (NYSE:HCR) today announced that global private equity firm The Carlyle Group has completed its $6.3 billion acquisition of Manor Care.  Manor Care stockholders will receive $67.00 in cash for each share of common stock owned.  The current Manor Care management team, led by Chairman, President and Chief Executive Officer Paul A. Ormond, will continue to operate the business.  Manor Care also announced that the temporary restraining order filed yesterday in Michigan has been dissolved.

“We are pleased with this successful outcome,” said Mr. Ormond.  “We look forward to working with Carlyle and continuing to provide quality care to our patients and residents.”

Karen Bechtel, Carlyle Managing Director and Global Head of Healthcare, said, “We are pleased to back a high-quality company and management team.  We support Paul Ormond’s strategic vision and support his commitment to quality patient care.”

On October 17, 2007, Manor Care’s stockholders approved the merger agreement at a special meeting, with more than 99 percent of shares present voting for approval.  The number of shares voting to approve the merger agreement represented more than 76 percent of the total number of shares outstanding and entitled to vote.

As a result of this transaction, Manor Care stock will cease trading on the New York Stock Exchange at market close today, December 21, 2007.  Stockholders who hold shares through a bank or broker will not have to take any action to have their shares converted into cash, since these conversions will be handled by the bank or broker.  Stockholders who hold certificates can exchange their certificates for $67.00 per share in cash, without interest, through Manor Care’s transfer and paying agent, National City Bank.  National City will send out instructions to registered stockholders in the next several days regarding specific actions stockholders will need to take to exchange their shares for the merger consideration.

Manor Care, Inc., through its operating group HCR Manor Care, is a leading provider of short-term post-acute services and long-term care.  The company’s nearly 60,000 employees provide high-quality care for patients and residents through a network of more than 500 skilled nursing and rehabilitation centers, assisted living facilities, outpatient rehabilitation clinics, and hospice and home care agencies.  The company operates primarily under the respected Heartland, ManorCare Health Services and Arden Courts names.

The Carlyle Group is a global private equity firm with $74.9 billion under management committed to 57 funds.  Carlyle invests in buyouts, venture & growth capital, real estate and leveraged finance in Africa, Asia, Australia, Europe, North America and South America, focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, financial services, healthcare, industrial, infrastructure, technology & business services and telecommunications & media.  Since 1987, the firm has invested $37.7 billion of equity in 737 transactions for a total purchase price of $213.1 billion.  The Carlyle Group employs more than 990 people in 21 countries.  In the aggregate, Carlyle portfolio companies have more than $87 billion in revenue and employ more than 286,000 people around the world www.carlyle.com.