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): October 5, 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))

Item 8.01 Other Events.

Call of Senior Notes
Manor Care, Inc. has initiated the redemption of all of its outstanding 6.25% Senior Notes due 2013 (the "Notes"). The redemption date will be November 7, 2007, and the redemption price will be equal to the greater of (i) 100% of their principal amount plus accrued but unpaid interest to the date of redemption or (ii) the sum of (a) the present values of the remaining scheduled payments of principal and interest thereon from the date of redemption to the date of maturity (except for currently accrued but unpaid interest) discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate (as defined in paragraph 5 of the Notes), plus 50 basis points, plus (b) accrued but unpaid interest to the date of redemption. The aggregate principal amount of the Notes outstanding is $200 million.

Redemption of the Notes is pursuant to the Indenture, dated as of April 15, 2003, among Manor Care, Inc., the subsidia ry guarantors named therein and U.S. Bank National Association, as successor trustee to National City Bank.

On and after the redemption date, interest will cease to accrue on the Notes as long as Manor Care, Inc. has deposited with the paying agent funds in satisfaction of the redemption price pursuant to the Indenture.

Change of Location of Special Meeting
On October 5, 2007, Manor Care, Inc. issued a press release announcing that the location of the special meeting of stockholders to be held on October 17, 2007 at 2:00 p.m., Eastern Time has changed. The new location for the meeting is our headquarters located at 333 N. Summit Street, Toledo, Ohio. The date and time of the meeting are unchanged. A copy of the press release is furnished as Exhibit 99.1 hereto and a copy of the notice of the change of location is filed as Exhibit 99.2 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated October 5, 2007 issued by Manor Care, Inc.

99.2 Notice of Change of Location

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.
October 5, 2007	By:	Paul A. Ormond
		Name: Paul A. Ormond
		Title: Chairman, President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release dated October 5, 2007 issued by Manor Care, Inc.
99.2	Notice of Change of Location

EX-99.1

Exhibit 99.1
ManorCare
News Release

For Immediate Release

Contact:
Steven M. Cavanaugh, Chief Financial Officer
419/252-5601
scavanaugh@hcr-manorcare.com

Manor Care, Inc. Announces Change of Location for
Special Stockholder Meeting

TOLEDO, Ohio, October 5, 2007 — Manor Care, Inc. (NYSE:HCR) announced today that it has changed the location of the special meeting of stockholders to be held on October 17, 2007 at 2:00 p.m., Eastern Time. The new location for the meeting is the company’s headquarters located at 333 N. Summit Street, Toledo, Ohio. The date and time of the meeting are unchanged.

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. Shares are traded on the New York Stock Exchange under the ticker symbol HCR.

Additional Information about the Merger and Where to Find It

In connection with the proposed merger of Manor Care, Inc. with MCHCR-CP Merger Sub Inc., an affiliate of The Carlyle Group, the company filed a proxy statement with the Securities and Exchange Commission (“SEC”) on September 14, 2007. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT FILED WITH THE SEC CAREFULLY AND IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Stockholders may obtain the proxy statement, the notice of change of location of the meeting, which is being mailed to stockholders on October 5, 2007, and all other relevant documents filed by the company with the SEC free of charge at the SEC’s website at www.sec.gov or from Manor Care, Inc., Corporate Communications, P.O. Box 10086, Toledo, Ohio 43699, (419) 252-5500.

Exhibit 99.2

ManorCare
Manor Care, Inc.

Notice of Change of Location of
Special Meeting of Stockholders
October 17, 2007

To the Stockholders of Manor Care, Inc.:

Manor Care, Inc. has changed the location of the special meeting of stockholders to be held on October 17, 2007 at 2:00 p.m., eastern time. The new location for the meeting is our headquarters located at 333 N. Summit Street, Toledo, Ohio. The date and time of the meeting are unchanged.

You may still vote by completing and returning the proxy card you received with your proxy statement or by internet or by telephone, following the instructions on your proxy card.

If you have any questions regarding this notice or the special meeting of stockholders, please contact our proxy solicitor, Georgeson Inc., 17 State Street, New York, NY 10004, Attention Manor Care Special Meeting, telephone: (888) 605-8302.

By Order of the Board of Directors,

/s/ Richard A. Parr II
Richard A. Parr II
Secretary

October 5, 2007

Whether or not you plan to attend the special meeting of stockholders in person, please vote your shares using one of the three alternatives offered on your proxy card to ensure your representation and the presence of a quorum at the special meeting. If you attend the meeting, you may vote your shares in person, even though you have previously voted by proxy.