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): August 8, 2005

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 1.01 Entry into a Material Definitive Agreement.

Pursuant to the terms of the Indenture dated as of June 4, 1996, as supplemented as of June 4, 1996, November 19, 1998 and August 5, 2005 (the "Indenture"), the Manor Care of America, Inc. (f/k/a Manor Care, Inc.) ("MCA"), a wholly owned subsidiary of Manor Care, Inc., 7 ½% senior notes due 2006 (the "Notes") are redeemable at the option of MCA at the greater of (i) 100% of the principal amount of the Notes and (ii) the sum of the present values of the remaining scheduled payments on the Notes, discounted on a semiannual basis, at the Treasury Rate plus 15 basis points, plus accrued interest to the redemption rate.

The Indenture defines Treasury Rate as the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue equal to the Comparable Treasury Price for such redemption date. The Indenture contained no definition of Comparable Treasury Issue or Comparable Treasury Price. Section 8.01(1) of the Indent ure permits amendments to the Indenture without the consent of holders of securities issued pursuant to the Indenture in order to cure ambiguities, defects or inconsistencies in the Indenture.

The Notes were offered to the public pursuant to a registration statement filed with the Securities and Exchange Commission, including a prospectus dated August 2, 1993 and a prospectus supplement dated May 30, 1996 (the "Notes Registration Statement"). The description of the Notes included in the Notes Registration Statement contains the definitions of Comparable Treasury Issuer and Comparable Treasury Price, which definitions are necessary in order to determine the amounts payable upon redemption of the Notes, and the definition of Reference Treasury Dealer, which definition is necessary in order to determine the Comparable Treasury Issue (the "Treasury Rate Definitions"). It was advisable to amend the terms of the Indenture without the consent of holders of Notes pursuant to Section 8.01(1) of the Indenture in order to cure the defect described herein and incorporate the terms of the Treasury Rate Definitions in the Indenture by entering into the Third Supplemental Indenture, dated as of August 5, 2005, between MCA, as successor to Manor Care, Inc., and Wilmington Trust Company, a banking corporation organized under the laws of Delaware, as trustee (the "Trustee"), to the Indenture (the "Third Supplemental Indenture"). A copy of the Third Supplemental Indenture is filed as a part of this current report on Form 8-K as Exhibit 4.1 and is incorporated herein in its entirety by reference.

Item 7.01 Regulation FD Disclosure.

On August 8, 2005, Manor Care, Inc. ("Manor Care") issued a press release announcing that pursuant to the Indenture dated as of June 4, 1996, as supplemented as of June 4, 1996, November 19, 1998 and August 5, 2005 (the "Indenture"), Manor Care of America, Inc. (f/k/a Manor Care, Inc.) ("MCA"), a wholly owned subsidiary of Manor Care, intends to redeem in full any and all of its 7 ½% senior notes due 2006 outstanding on September 8, 2005 (the "Redemption Date") at the greater of (i) 100% of the principal amount thereof, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate (as defined in the Indenture), plus 15 basis points (the "Redemption Price"), plus accrued interest thereon to the Redemption Date.

A copy of the press release is furnished as a part of this current report on Form 8-K as Exhibit 99.1 and is incorporated here in in its entirety by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

4.1 Third Supplemental Indenture, dated as of August 5, 2005, between Manor Care of America, Inc., a corporation organized under the laws of Delaware (the "Company"), as successor to Manor Care, Inc., and Wilmington Trust Company, a banking corporation organized under the laws of Delaware, as trustee (the "Trustee"), to the Indenture, dated as of June 4, 1996, as supplemented by the Supplemental Indenture, dated as of June 4, 1996, and the Second Supplemental Indenture, dated as of November 19, 1998

99.1 Press Release dated August 8, 2005

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.
August 8, 2005	By:	Spencer C. Moler
		Name: Spencer C. Moler
		Title: Vice President and Controller

Exhibit Index

Exhibit No.	Description
4.1	Third Supplemental Indenture, dated as of August 5, 2005
99.1	Press Release dated August 8, 2005

EX-4.1

Exhibit 4.1

MANOR CARE, INC.

$150,000,000

71/2% Senior Notes due 2006

THIRD SUPPLEMENTAL INDENTURE

Dated as of August 5, 2005

to

INDENTURE

Dated as of June 4, 1996

THIRD SUPPLEMENTAL INDENTURE, dated as of August 5, 2005, between Manor Care of America, Inc., a corporation organized under the laws of Delaware (the “Company”), as successor to Manor Care, Inc., and Wilmington Trust Company, a banking corporation organized under the laws of Delaware, as trustee (the “Trustee”).

WHEREAS, pursuant to the terms of the Indenture, dated as of June 4, 1996, as supplemented by the Supplemental Indenture, dated as of June 4, 1996, and the Second Supplemental Indenture, dated as of November 19, 1998, as further amended or supplemented, among the Company, as issuer, and the Trustee, as trustee (the “Indenture”), the 71/2% Senior Notes due 2006 of the Company (the “Notes”) are redeemable at the option of the Company at the greater of (i) 100% of the principal amount of the Notes and (ii) the sum of the present values of the remaining scheduled payments on the Notes, discounted on a semiannual basis, at the Treasury Rate plus 15 basis points, plus accrued interest to the redemption rate;

WHEREAS, the Indenture defines Treasury Rate as the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue equal to the Comparable Treasury Price for such redemption date;

WHEREAS, the Indenture contains no definition of Comparable Treasury Issue or Comparable Treasury Price;

WHEREAS, Section 8.01(1) of the Indenture permits amendments to the Indenture without the consent of Holders in order to cure ambiguities, defects or inconsistencies in the Indenture;

WHEREAS, the Notes were offered to the public pursuant to a registration statement filed with the Securities and Exchange Commission, including a prospectus dated August 2, 1993 and a prospectus supplement dated May 30, 1996 (the “Registration Statement”);

WHEREAS, the description of the Notes included in the Registration Statement contains the definitions of Comparable Treasury Issuer and Comparable Treasury Price, which definitions are necessary in order to determine the amounts payable upon redemption of the Notes, and the definition of Reference Treasury Dealer, which definition is necessary in order to determine the Comparable Treasury Issue (the “Treasury Rate Definitions”); and

WHEREAS, the parties hereto consider it necessary to amend the terms of the Indenture to incorporate the terms of the Treasury Rate Definitions in the Indenture by entering into this Third Supplemental Indenture.

NOW, THEREFORE, each party hereto agrees, for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s Securities issued under the Indenture, as follows:

(1) Definitions. Capitalized terms used and not otherwise defined herein shall have the same meaning ascribed to them in the Indenture.

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(2) Amendments to the Indenture. The following definitions are hereby added to Section 1.01 of the Indenture in the appropriate alphabetical order:

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities. “Independent Investment Banker” means the Reference Treasury Dealer appointed by the Company.

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, the average of the Reference Treasury Dealer Quotations for such redemption date. “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

“Reference Treasury Dealer” means J.P. Morgan Securities Inc. and its successors; provided, however, that if J.P. Morgan Securities Inc. shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer.

(3) Incorporation. For all purposes of this Third Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Third Supplemental Indenture refer to this Third Supplemental Indenture as a whole and not any particular section or subsection.

(4) Ratification of Indenture. Upon execution of this Third Supplemental Indenture, the Indenture shall be modified in accordance herewith, but except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.

(5) Effect of Third Supplemental Indenture. Upon execution, this Third Supplemental Indenture shall form a part of the Indenture and this Third Supplemental Indenture

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and the Indenture shall be read, taken and construed as one and the same instrument for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby.

(6) Benefits of Third Supplemental Indenture. Nothing in this Third Supplemental Indenture or the Securities, express or implied, shall give to any Person other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Third Supplemental Indenture, or the Securities.

(7) Effective Date. This Third Supplemental Indenture shall become effective as of the date first above written.

(8) The Trustee. The Trustee accepts the amendment to the Indenture effected by this Third Supplemental Indenture and agrees to execute the trust created by the Indenture, as hereby amended, but only on the terms and conditions set forth in the Indenture, as hereby amended, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which shall in like manner limit the Trustee’s liabilities in the performance of the trust created by the Indenture, as hereby amended. Without limiting the generality of the foregoing, the Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture, except as to the due and valid execution hereof by the Trustee, and shall incur no liability or responsibility in respect of the validity thereof. The Trustee’s execution of this Third Supplemental Indenture should not be construed to be an approval or disapproval of the advisability of the amendments to the Indenture provided herein. With respect to its execution hereof, the Trustee has received and is relying solely upon an Officers’ Certificate and Opinion of Counsel, each delivered pursuant to Section 9.04 of the Indenture, to the effect that the conditions precedent provided for in the Indenture relating to this Third Supplemental Indenture have been satisfied.

(9) Trust Indenture Act. If any provision of this Third Supplemental Indenture limits, qualifies, or conflicts with any provision of the Trust Indenture Act (“TIA”) that is required or deemed under the TIA to be part of and govern any provision of this Third Supplemental Indenture, such provision of the TIA shall control. If any provision of this Third Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Third Supplemental Indenture, as the case may be.

(10) Severability. In case any provision in this Third Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(11) Governing Law. This Third Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely in said state.

(12) Successors. All agreements of any party to this Third Supplemental Indenture shall bind its successors.

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(13) Headings. The section headings herein are inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

(14) Counterparts. This Third Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of such counterparts shall together constitute one and the same instrument.

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IN WITNESS WHEREOF, MANOR CARE OF AMERICA, INC., as successor to Manor Care, Inc., has caused this Third Supplemental Indenture to be executed in its corporate name by its Treasurer and to be attested by its Secretary, and WILMINGTON TRUST COMPANY, as Trustee, has caused this Third Supplemental Indenture to be executed in its corporate name by one of its Vice Presidents and to be attested by its Secretary or one of its Trust Officers, all as of the date first written above.

MANOR CARE OF AMERICA, INC.

/s/ Geoffrey G. Meyers
Name: Geoffrey G. Meyers
Title: Executive Vice President, Chief Financial
Officer and Treasurer

ATTEST:

/s/ R. Jeffrey Bixler
Name: R. Jeffrey Bixler
Title: Secretary

WILMINGTON TRUST COMPANY,
as Trustee

/s/ W. Thomas Morris II
Name: W. Thomas Morris II
Title: Senior Financial Services Officer

ATTEST:

/s/ Michael Golls

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, Inc. Announces Redemption of 71/2% Senior Notes Due 2006

TOLEDO, Ohio, August 8, 2005 – Manor Care, Inc. (NYSE:HCR) announced today that its wholly owned subsidiary, Manor Care of America, Inc. (f/k/a Manor Care, Inc.), intends to redeem in full any and all of its 71/2% Senior Notes due 2006 (the “Notes”) outstanding at the close of business on September 8, 2005 (the “Redemption Date”) at the greater of (i) 100% of the principal amount thereof, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate (as defined in the Indenture), plus 15 basis points (the “Redemption Price”), plus accrued interest thereon to, but excluding, the Redemption Date.

The Redemption Price of the Notes and accrued interest thereon will become due and payable on the Redemption Date, and from and after said date, interest will cease to accrue and be payable. Payment of the Redemption Price on the Notes will be paid only upon presentation and surrender thereof in the manner specified in the notice of redemption for the Notes, which will be mailed to registered holders of Notes by Wilmington Trust Company, as trustee.

This announcement is not a notice of redemption for the Notes or any other security.

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Manor Care Release, Page 2

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 and residents 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 StockExchange 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.