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 17, 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.

On October 17, 2007, Manor Care, Inc. ("Manor Care") issued a press release announcing that at its special meeting of stockholders today, the company's stockholders approved the merger agreement providing for the merger of Manor Care with an affiliate of The Carlyle Group. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated October 17, 2007 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.
October 17, 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 17, 2007 issued by Manor Care, Inc.

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. Stockholders Approve Proposed Merger

TOLEDO, Ohio, October 17, 2007 — Manor Care, Inc. (NYSE:HCR) announced that at its special meeting of stockholders today, the company’s stockholders approved the merger agreement providing for the merger of Manor Care, Inc. with an affiliate of The Carlyle Group. Approximately 99 percent of the shares present and voting voted for the approval of the merger agreement. The number of shares voting to approve the merger agreement represents approximately 76 percent of the total number of shares outstanding and entitled to vote.

Under the terms of the merger agreement, upon the completion of the merger, Manor Care, Inc. stockholders generally will be entitled to receive $67.00 in cash for each share of Manor Care, Inc. common stock held. The merger, which remains subject to receipt of certain regulatory approvals and other customary closing conditions, is expected to close in the fourth quarter of 2007.

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 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.