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 2, 2004

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))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

5.02 (b)
On November 30, 2004, Joseph H. Lemieux, age 73, announced his retirement from the company's Board of Directors, effective February 28, 2005.

5.02 (d)
On November 30, 2004, Mary Taylor Behrens and Richard C. Tuttle were elected to the company's Board of Directors. Ms. Behrens will serve on the Board's Compensation and Quality Committees. Mr. Tuttle will serve on the Board's Governance Committee.

A copy of the press release announcing the retirement and election of directors is filed herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibit.
99.1 Press release dated December 2, 2004 issued by Manor Care, Inc.

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 2, 2004	By:	Geoffrey G. Meyers
		Name: Geoffrey G. Meyers
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release dated December 2, 2004 issued by Manor Care, Inc.

EX-99.1

ManorCare
News Release

For Immediate Release

Contact:
Geoffrey G. Meyers, Chief Financial Officer
419/252-5545
e-mail gmeyers@hcr-manorcare.com

Joseph H. Lemieux to Retire from the Manor Care Board;
Mary Taylor Behrens and Richard C. Tuttle Elected to Board

TOLEDO, Ohio, December 2, 2004 – Manor Care, Inc. (NYSE:HCR) announced today that Joseph H. Lemieux will be retiring from the company’s board of directors effective February 28, 2005. The company also announced that Mary Taylor Behrens and Richard C. Tuttle have been elected to the board.

Mr. Lemieux is the former chairman of the board and CEO of Owens-Illinois, Inc., from which he retired earlier this year. Mr. Lemieux has been a member of Manor Care’s board since the company went public in 1991, and was an especially valuable advisor to company management in Manor Care’s early years. “As a member of our board, Joe Lemieux’s sage advice and insights have been an integral part of Manor Care’s growth from a $475 million company in 1991 to one with annual revenues exceeding $3 billion,” said Paul A. Ormond, chairman, president and CEO of Manor Care. “His contributions to the board and the success of our company are greatly appreciated and will be missed.”

Ms. Behrens is president of Newfane Advisors, Inc., a private consulting firm. She formed Newfane Advisors after 13 years as a senior executive with Merrill Lynch & Co., Inc. with responsibilities that included serving as head of human resources and head of Merrill Lynch Investment Managers’ Americas Region. She also served as a managing director in Merrill Lynch’s Healthcare Investment Banking Group.

-More-

Manor Care Announces Board Changes, Page 2

Mr. Tuttle is co-founder of Prospect Partners, LLC, a private equity firm. Prior to forming Prospect Partners in 1997, Mr. Tuttle had extensive corporate and private equity experience in development, acquisitions and business strategy.

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 nearly 60,000 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.