<PAGE> 1
As filed with the Securities and Exchange Commission on November 3, 1995.
---------------------------------------------------------------------
REGISTRATION STATEMENT NO.
----------------------------
********************************************************************************
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MANOR CARE, INC.
----------------
(Exact name of issuer as specified in its charter)
Delaware 52-1200376
--------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10750 Columbia Pike
Silver Spring, Maryland 20901
----------------------- -----
(Address of Principal (Zip Code)
Executive Offices)
MANOR CARE, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
(Full title of the plan)
James H. Rempe, Esq.
Senior Vice President, General Counsel and Secretary
10750 Columbia Pike
Silver Spring, MD 20901
------------------------
(Name and address of agent for service)
(301) 905-4265
--------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
********************************************************************************
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Amount
Each Class of Amount Offering Aggregate Of
Securities To Be Price Per Offering Registration
To Be Registered Registered Share* Price* Fee*
- ---------------- ----------- ------ ------ ----
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 Shs. $32.88 $32,880,000 $11,337.93
par value of $.10
per share
</TABLE>
********************************************************************************
(*) Estimated pursuant to Rule 457 solely for the purpose of calculating
the registration fee. Estimate based on the average of the high and
low share prices reported on the New York Stock Exchange for October
31, 1995.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Except as set forth below with respect to Items 4, 7, 8 and 9 of Form
S-8, the contents of the registration statements on Registrant's Annual Report
and Form 10-K for fiscal year ended May 31, 1995 containing audited financial
statements for the fiscal year ended May 31, 1995, Form 10-Q for the fiscal
quarter ended August 31, 1995, and the description of the Registrant's common
stock appearing in the Registrant's registration statement on Form 8-A filed
pursuant to Section 12(b) of the Exchange Act of 1934 on July 30, 1981, are
incorporated by reference into this registration statement.
Item 4. Description of Securities. Not Applicable.
Item 6. Indemnification of Officers and Directors.
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides, in summary, that directors and officers of Delaware
corporations such as the Registrant are entitled, under certain circumstances,
to be indemnified against all expenses and liabilities (including attorneys'
fees) incurred by them as a result of suits brought against them in their
capacity as a director or officer, if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful; provided, that
no indemnification may be made against expenses in respect of any claim, issue
or matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that despite the
adjudication of liability but in view of all the circumstances of the case,
they are fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper. Any such indemnification may be made by the
corporation only as authorized in each specific case upon a determination by
the stockholders or disinterested directors that indemnification is proper
because the indemnitee has met the applicable standard of conduct. Article VII
of the Registrant's By-Laws entitles officers, directors and controlling
persons of the Registrant to indemnification to the full extent permitted by
Section 145 of DGCL, as the same may be supplemented or amended from time to
time.
2
<PAGE> 3
Article VII of the Bylaws of Manor Care, Inc. provides:
INDEMNIFICATION OF
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
Section 1. Action, Other Than by or in the Right of the Corporation.
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding or investigation, whether civil, criminal or administrative,
and whether external or internal to the Corporation (other than a judicial
action or suit brought by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or trustee of the
Corporation, or that, being or having been such a director, officer, employee
or trustee, he is or was serving at the request of the Corporation as a
director, officer, employee, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise (all such persons being
referred to hereafter as an "Agent"), against expenses (including attorneys'
fees), judgements, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, or any
appeal therein, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding -- whether by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent -- shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, that he
had reasonable cause to believe that his conduct was unlawful.
Section 2. Action, by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed judicial action or
suit brought by or in the right of the Corporation to procure a judgement in
its favor by reason of the fact that he is or was an Agent (as defined above)
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense, settlement or appeal of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for gross negligence or
misconduct in the performance of the duty of the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or other such court shall deem proper.
3
<PAGE> 4
Section 3. Determination of Right of Indemnification. Any
indemnification under Section 1 or 2 (unless ordered by a court) shall be made
by the Corporation unless a determination is reasonably and promptly made (i)
by the Board by a majority vote or a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders, that such person acted in bad faith and in a manner that such
person did not believe to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal proceeding, that such person
believed or had reasonable cause to believe that his conduct was unlawful.
Section 4. Indemnification Against Expenses of Successful Party.
Notwithstanding the other provisions of this Article, to the extent that an
Agent has been successful on the merits or otherwise, including the dismissal
of an action without admission of liability, in defense of any proceeding or in
defense of any claim, issue or matter therein, or on appeal from any such
proceeding, action, claim or matter, such Agent shall be indemnified against
all expenses incurred in connection therewith.
Section 5. Advances of Expenses. Except as limited by Section 6 of
this Article, expenses incurred in any action, suit, proceeding or
investigation or any appeal therein shall be paid by the Corporation in advance
of the final disposition of such matter, if the Agent shall undertake to repay
such amount in the event that it is ultimately determined, as provided herein,
that such person is not entitled to indemnification. Notwithstanding the
foregoing, no advance shall be made by the Corporation if a determination is
reasonably and promptly made by the Board of Directors by a majority vote of a
quorum of disinterested directors, or (if such a quorum is not obtainable or,
even if obtainable, a quorum of disinterested directors so directs) by
independent legal counsel in a written opinion, that, based upon the facts
known to the Board or counsel at the time such determination is made, such
person acted in bad faith and in a manner that such person did not believe to
be in or not opposed to the best interests of the Corporation, or, with respect
to any criminal proceeding, that such person believed or had reasonable cause
to believe his conduct was unlawful. In no event shall any advance be made in
instances where the Board or independent legal counsel reasonably determines
that such person deliberately breached his duty to the Corporation or its
shareholders.
Section 6. Right of Agent to Indemnification Upon Application;
Procedure Upon Application. Any indemnification under Sections 1, 2, and 4, or
advance under Section 5 of this Article, shall be made promptly, and in any
event within ninety days, upon the written request of the Agent, unless with
respect to applications under Sections 1, 2, and 5, a determination is
reasonably and promptly made by the Board of Directors by a majority vote of a
quorum of disinterested directors that such Agent acted in a manner set forth
in such Sections as to justify the Corporation's not indemnifying or making an
advance to the Agent. In the event no quorum of disinterested directors is
obtainable, the Board of Directors shall promptly direct that independent legal
counsel shall decide whether the Agent acted in the manner set forth in such
Sections as to justify the Corporation's not
4
<PAGE> 5
indemnifying or making an advance to the Agent. The right to indemnification
or advances as granted by this Article shall be enforceable by the Agent in any
court of competent jurisdiction, if the Board or independent legal counsel
denies the claim, in whole or in part, or if no disposition of such claim is
made within ninety days. The Agent's expenses incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such proceeding shall also be indemnified by the Corporation.
Section 7. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnification provided for in this
Article is held by a court of competent jurisdiction to be unavailable to an
indemnitee in whole or in part, the Corporation shall, in such an event, after
taking into account, among other things, contributions by other directors and
officers of the Corporation pursuant to indemnification agreements or
otherwise, and in the absence of personal enrichment, acts of intentional fraud
or dishonesty or criminal conduct on the part of the agent, contribute to the
payment of Agent's losses to the extent that, after other contributions are
taken into account, such losses exceed: (i) in the case of a director of the
Corporation or any of its subsidiaries who is not an officer of the Corporation
or any of such subsidiaries, the amount of fees paid to him for serving as a
director during the 12 months preceding the commencement of the suit,
proceeding or investigation; or (ii) in the case of a director of the
Corporation or any of its subsidiaries who is also an officer of the
Corporation or any of such subsidiaries, the amount set forth in clause (i)
plus 5% of the aggregate cash compensation paid to said director for service in
such office(s) during the 12 months preceding the commencement of the suit,
proceeding or investigation; or (iii) in the case of an officer of the
Corporation or any of the subsidiaries, 5% of the aggregate cash compensation
paid to such officer for service in such office(s) during the 12 months
preceding the commencement of such suit, proceeding or investigation.
Section 8. Other Rights and Remedies. The indemnification provided
by this Article shall not be deemed exclusive of, and shall not affect, any
other rights to which an Agent seeking indemnification may be entitled under
any Bylaws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be an Agent and shall inure to the benefit of the heirs,
executors and administrators of such a person. All rights to indemnification
under this Article shall be deemed to be provided by a contract between the
Corporation and the Agent who serves in such capacity at any time while these
bylaws and other relevant provisions of the general corporation law and other
modification thereof shall not affect any rights or obligations then existing.
5
<PAGE> 6
Section 9. Insurance. Upon resolution passed by the Board, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was an Agent against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article. The Corporation may create a trust fund, grant
a security interest or use other means (including, without limitation, a letter
of credit) to ensure the payment of such sums as may become necessary to effect
indemnification as provided herein.
Section 10. Constituent Corporations. For the purposes of this
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employees,
or trustee of such a constituent corporation or who, being or having been such
a director, officer employee or trustee, is or was serving at the request of
such constituent corporation as a director, officer, employee, trustee of
another corporation, partnership, joint venture, trust or other enterprise
shall stand in the same position under the provisions of this Article with
respect to the resulting or surviving corporation as he would if he had served
the resulting or surviving corporation in the same capacity.
Section 11. Other Enterprises, Fines, and Serving at Corporation's
Request. For purposes of this Article, references to "other enterprises" in
Sections 1 and 7 shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
Corporation" shall include any service by Agent as director, officer, employee,
trustee or agent of the Corporation which imposes duties on, or involves
services by, such Agent with respect to any employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article.
Section 12. Savings Clause. If this Article or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each Agent as to expenses
(including attorneys' fees), judgements, fines and amounts paid in settlement
with respect to any action, suit, appeal, proceeding or investigation, whether
civil, criminal or administrative, and whether internal or external, including
a grand jury proceeding and an action or suit brought by or in the right of the
Corporation, to the full extent permitted by any applicable portion of this
Article that shall not have been invalidated, or by any other applicable law.
6
<PAGE> 7
The Registrant has entered into separate indemnification agreements
with directors and officers of the Registrant, pursuant to which the Registrant
will indemnify such directors and officers to the fullest extent permitted by
Delaware law, as the same may be amended from time to time.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Item 7. Exemptions from Registration Claimed. None.
Item 8. Exhibits.
4 Manor Care, Inc. 1995 Employee Stock Purchase Plan
5 Opinion regarding legality of shares to be offered.
23(i) Consent of Arthur Andersen LLP.
23(ii) Consent of James H. Rempe, Esq. (included in Exhibit 5)
24 Powers of Attorney authorizing execution of registration
statement of Form S-8 on behalf of certain directors of
Registrant.
Item 9. Undertaking.
(a) Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by Section
10 (a) (3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
7
<PAGE> 8
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Filings incorporating subsequent Exchange Act documents by
reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13 (a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Request for acceleration of effectiveness or filing of
registration statement on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
8
<PAGE> 9
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it meets all of the requirements for filing
on Form S-8, and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Silver
Spring, State of Maryland, on this 1st day of November, 1995.
MANOR CARE, INC.
By: /s/ James H. Rempe
--------------------------
James H. Rempe
Secretary
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Chairman, President, November 1, 1995
- -------------------------------- Chief Executive Officer
Stewart Bainum, Jr. and Director
* Vice Chairman and November 1, 1995
- --------------------------------
Stewart Bainum Director
* Director November 1, 1995
- --------------------------------
Jack R. Anderson
* Director November 1, 1995
- --------------------------------
Regina E. Herzlinger
</TABLE>
9
<PAGE> 10
<TABLE>
<S> <C> <C>
* Director November 1, 1995
- --------------------------------
William H. Longfield
* Director November 1, 1995
- --------------------------------
Frederick V. Malek
* Director November 1, 1995
- --------------------------------
Jerry E. Robertson
* Senior Vice President, November 1, 1995
- --------------------------------- Chief Financial Officer,
James A. MacCutcheon and Treasurer (Principal
Financial Officer)
* Vice President and Controller November 1, 1995
- --------------------------------- (Principal Accounting Officer)
Margarita A. Schoendorfer
* By:
--------------------------
James H. Rempe
Attorney-in-fact
</TABLE>
10
<PAGE> 11
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
4 Manor Care, Inc. 1995 Employee Stock Purchase Plan
5 Opinion regarding legality of shares to be offered.
23(i) Consent of Arthur Andersen LLP.
23(ii) Consent of James H. Rempe, Esq. (included in Exhibit 5)
24 Powers of Attorney authorizing execution of registration
statement of Form S-8 on behalf of certain directors of
Registrant.
<PAGE> 1
EXHIBIT 4
MANOR CARE, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
SECTION ONE. PURPOSES
The 1995 Manor Care, Inc. Employee Stock Purchase Plan (the "Plan") is
intended to provide a method whereby employees of Manor Care, Inc. and its
Subsidiaries (hereinafter referred to, unless the context otherwise requires,
as the "Company") will have an opportunity to acquire a proprietary interest in
the Company through the purchase of shares of Common Stock. Such stock
ownership induces such employees to continue in the employ of the Company. The
Plan also enables the Company to attract and retain such employees. It is the
intention of the Company to have the Plan qualify as an "employee stock
purchase plan" under Section 423 of the Code. The provisions of the Plan
shall, accordingly, be construed as to extend and limit participation in a
manner consistent with the requirements of that section of the Code.
SECTION TWO. DEFINITIONS
A. Agent. The term "Agent" shall have the meaning set forth in
Section Thirteen hereof.
B. Board of Directors. The term "Board of Directors" shall mean
the Board of Directors of the Company or any individual or committee to which
the Board of Directors has delegated authority to act with respect to a
specific activity.
C. Code. The term "Code" shall mean the Internal Revenue Code of
1986, as amended.
D. Common Stock. The term "Common Stock" shall mean the $.10 par
value Common Stock of the Company.
E. Company. The term "Company" shall mean Manor Care, Inc., a
Delaware corporation.
F. Compensation. The term "Compensation" shall mean basic cash
compensation, before any payroll deductions for taxes or any other purposes,
including regular commissions paid by the Company or a Subsidiary to a
Participant in respect of the service of such Participant to the Company or a
Subsidiary during an Offering Period increased by any amounts with respect to
which the Participant has
1
<PAGE> 2
elected to defer or reduce remuneration for federal income tax purposes (i)
under the Manor Care, Inc. Retirement Savings and Investment Plan, (ii) under
the Manor Care, Inc. Nonqualified Retirement Savings and Investment Plan, or
(iii) under any "cafeteria plan" (as described in Section 125 of the Code)
maintained by the Company or a Subsidiary. Compensation shall not include any
amounts paid to the Participant as (i) bonuses, (ii) overtime pay, (iii) any
amounts paid during that Offering Period on account of the Participant under
any other employee pension benefit plan (as defined in Section 3(2) of ERISA),
and (iv) except as otherwise provided in the preceding sentence, any amounts
which are not includible in the income of the Participant for federal income
tax purposes.
G. Continuous Service. The term "Continuous Service" as of any
date shall mean the period determined by the Company, on a uniform basis for
employees similarly situated, to represent the then unbroken period of service
of an employee as an employee of the Company or of a Subsidiary designated by
the Board of Directors to participate in the Plan; provided, however, that in
the case of such a Subsidiary, Continuous Service shall not include service
prior to the date of its affiliation with the Company, unless the Board of
Directors otherwise provides for recognition of such service. A break in
Continuous Service shall be deemed to have occurred whenever an employee
voluntarily or involuntarily ceases to be an employee. The transfer by an
employee from one corporation to another corporation participating in the Plan
shall not affect the Continuous Service of the employee.
H. Designated Subsidiary. The term "Designated Subsidiary" shall
mean a Subsidiary designated by the Board of Directors to participate in the
Plan.
I. ERISA. The term "ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as amended.
J. Market Price. The term "Market Price" shall mean the price at
which the Agent purchases Common Stock in accordance with Section Thirteen
hereof.
K. Nominee. The term "Nominee" shall have the meaning as set
forth in Section Seven hereof.
L. Offering Date. The term "Offering Date" shall mean the first
day of each January, April, July and October, commencing January 1, 1996.
M. Offering Period. The term "Offering Period" shall mean a
three-month period commencing with an Offering Date and ending with the
following Purchase Date.
N. Option. The term "Option" shall mean the right of a
Participant to acquire Common Stock pursuant to the provisions of the Plan.
2
<PAGE> 3
O. Participant. The term "Participant" shall mean an eligible
employee who has authorized payroll deductions for the purchase of Common Stock
under the Plan in accordance with Section Four hereof.
P. Purchase Date. The term "Purchase Date" shall mean the last
trading day of each March, June, September, and December, commencing March,
1996 or if a pay period ends on the last day of a calendar quarter, the next
trading day.
Q. Retirement. The term "Retirement" shall mean termination of
employment of a Participant on or after the sixty-fifth (65th) birthday of the
Participant.
R. Section 16 Person. The term "Section 16 Person" shall mean
any Participant subject to the limitations of Section 16 of the Securities
Exchange Act of 1934, as amended.
S. Subsidiary. The term "Subsidiary" shall mean a Subsidiary
corporation of the Company as defined by Section 424(f) of the Code.
T. Wherever appropriate, words used in this Plan in the singular
may mean the plural, the plural may mean the singular and the masculine may
mean the feminine.
SECTION THREE. ELIGIBILITY
All employees of the Company, or Designated Subsidiaries of the
Company, who shall have completed one (1) year of Continuous Service as of any
Offering Date, shall be eligible to participate in the Plan, provided that (i)
no employee shall be eligible who, immediately after any Option is granted,
owns stock possessing five percent (5%) or more of the total combined voting
power or value of all classes of stock of the Company or of any Subsidiary of
the Company (applying the rules of Section 424(d) of the Code in determining
stock ownership), (ii) no Director of the Company or of any Subsidiary, who is
not an officer or other employee of any thereof, shall participate in the Plan
and (iii) no employee shall be eligible whose customary employment is twenty
(20) hours or less per week or whose customary employment is for not more than
five (5) months in any calendar year.
SECTION FOUR. METHOD OF PURCHASE
A. On each Offering Date, each Participant shall be granted the
right to purchase such number of shares of Common Stock as may be purchased, as
provided herein, by a sum equal to (i) the amount of the Compensation of the
Participant deducted in accordance with the following paragraph of this Section
Four during an Offering Period and (ii) the amount of the share of the
Participant of the
3
<PAGE> 4
contribution of the Company during such Offering Period.
An eligible employee shall become a Participant in the Plan by
authorizing payroll deductions for the purchase of Common Stock under the Plan
prior to an Offering Date with instructions for the purchase of Common Stock
under the Plan. At the time a Participant files his or her authorization, the
Participant shall elect to have deductions made from his or her pay on each
payday during the time he or she is a Participant at a rate not less than two
percent (2%) and not in excess of ten percent (10%) in whole percentages of his
or her Compensation. All payroll deductions made for a Participant shall be
credited to his or her account under the Plan. A Participant may not make any
separate cash payment into such account. No interest will be paid on funds in
the account of a Participant.
A Participant shall be deemed to have continued his or her most recent
election to participate in the Plan for the next Offering Period unless he or
she notifies the Company on or before the twentieth (20th) day of the month
preceding the beginning of the next Offering Period that he or she elects not
to participate in the Plan for the next Offering Period. Such notice may not
be revoked. A Section 16 Person who gives such notice shall not again be
eligible to participate in the Plan before the elapse of the next two (2) full
Offering Periods. Similarly, a Participant may elect to increase or decrease
the amount of his or her payroll deduction on or before the twentieth (20th)
day of the month preceding the beginning of the next Offering Period, such
increase or decrease to be effective at the beginning of the next Offering
Period.
On or before each Purchase Date, the Company shall contribute to the
Agent an amount so as to have the effect of the Company contributing ten
percent (10%) of the purchase price of the Common Stock. The Agent shall cause
all the proceeds received from contributions of the Participant and the
contribution of the Company to be applied to the open market purchase of Common
Stock. The account of each Participant shall be credited with the number of
shares of Common Stock equal to the sum of the contributions of the Participant
and the share of the Participant of the contribution of the Company applied by
the Agent to the purchase of Common Stock divided by the average price per
share of Common Stock purchased by the Agent. Unless the Company otherwise
directs, the Agent may, but shall not be obligated to, allocate fractional
shares of Common Stock for any Participant or purchase shares of Common Stock
in odd lots. Upon termination of an account, any fractional shares in the
Participant's account will be sold, and the proceeds therefrom shall be
delivered to such Participant. In the event fractional shares are not
allocated to the accounts of Participants under the Plan, any accumulated
payroll deductions which would have been used to purchase fractional shares
shall remain in the accounts of Participants. No interest will be paid on such
funds in accounts of Participants and shall be deemed to be a payroll deduction
of the next Offering Period.
4
<PAGE> 5
B. No Participant shall have the right to purchase Common Stock
under the Plan at a rate of more than $25,000 in value thereof in any calendar
year, such value to be based on the fair market value per share of the Common
Stock as of the Offering Date on which a Participant becomes eligible to
purchase Common Stock in such year under the terms of the Plan.
C. A Participant may not increase or reduce the amount of his or
her payroll deduction during an Offering Period, provided, however, that a
Participant may reduce the amount of his or her payroll deduction to zero at
any time during the Offering Period in which case the employee may not
participate again in the Plan until the following Offering Period, except that
if the employee is a Section 16 Person then he or she shall not again be
eligible to participate in the Plan before the elapse of the next two (2) full
Offering Periods. A Participant shall be deemed to have elected to purchase
all of the shares which his or her authorized payroll deductions and share of
the contribution of the Company would purchase on a Purchase Date.
D. If at any time the number of shares as to which Options have
been granted shall exceed the remaining number of shares authorized for
purchase under the Plan, the number of shares which may be purchased by each
Participant shall be reduced proportionately.
E. At any time prior to a Purchase Date the Board of Directors
may terminate the Plan without any obligation whatsoever to the Participants,
other than to refund to each Participant, without interest, any sum accumulated
for him or her by payroll deductions.
SECTION FIVE. WITHDRAWALS
A Participant may withdraw funds in his or her account under the Plan
only by withdrawal from the Plan; in the event of the withdrawal of the
Participant, he or she shall not be eligible to participate in the Plan until
the next Offering Date, except that if the withdrawing Participant is a Section
16 Person then he or she shall not again be eligible to participate in the Plan
before the elapse of the next two (2) full Offering Periods.
SECTION SIX. TERMINATION OF EMPLOYMENT
A. Upon termination of the employment of a Participant for any
reason, excluding death while in the employ of the Company or a Designated
Subsidiary or Retirement, the Common Stock and/or cash credited to his or her
account and not used to purchase shares will be returned to the Participant
within sixty (60) days after the end of the then current Offering Period or as
soon as administratively practicable thereafter. As an alternative to a
distribution of Common Stock, a Participant may request that the Agent sell the
Common Stock in the account of a Participant and
5
<PAGE> 6
forward the net proceeds to such person or persons.
B. Upon termination of the employment of a Participant because of
(i) death, or (ii) Retirement, his or her beneficiary (as defined in Section
Nine), or the Participant, as the case may be, shall have the right to elect,
by written notice given to the Secretary of the Company prior to the expiration
of the period of thirty (30) days commencing with the date of the death of the
Participant, or Retirement of the Participant, as the case may be, either
(i) to withdraw all of the payroll deductions credited to the
account of the Participant under the Plan or
(ii) to exercise the Option of the Participant on the Purchase Date
next following the date of the death of the Participant or Retirement
of the Participant, as the case may be, for the purchase of the number
of full shares of Common Stock which the accumulated payroll
deductions in the account of the Participant at the date of the death
of the Participant or Retirement of the Participant, as the case may
be, and the proportionate share of the contribution of the Company,
will purchase at the applicable Purchase Price, and any excess in such
account will be returned to said beneficiary or Participant, as the
case may be.
In the event that no such written notice of election shall be duly received by
the office of the Secretary of the Company, the beneficiary or Participant, as
the case may be, shall automatically be deemed to have elected to withdraw the
payroll deductions credited to the account of the Participant at the date of
the death or Retirement of the Participant, as the case may be, and the same
will be paid to the said beneficiary or Participant within sixty (60) days
after the end of the current Offering Period or as soon as administratively
practicable thereafter.
In addition, upon termination of the employment of a Participant
because of (i) death, or (ii) Retirement, the Common Stock and/or cash (except
as otherwise provided in this Section Six B) shall be distributed to the
Participant or to the person or persons entitled thereto under Section Nine
within sixty (60) days after the end of the current Offering Period or as soon
as administratively practicable thereafter. As an alternative to a
distribution of Common Stock, a Participant or such person or persons entitled
to receive the account of a Participant under Section Nine may request that the
Agent sell the Common Stock in the account of a Participant and forward the net
proceeds to the Participant or such person or persons.
SECTION SEVEN. STOCK
Subject to adjustment upon changes in capitalization of the Company as
6
<PAGE> 7
provided in Section Ten, the maximum number of shares of Common Stock which
shall be made available for purchase under the Plan is 1,000,000 shares.
Shares purchased pursuant to an Option will initially be registered in
the name of a Nominee designated by the Company, as custodian for the account
of the Participant entitled thereto. Stock certificates will not be issued to
Participants for shares held in the name of the Nominee, but all rights
accruing to an owner of record of such shares (including voting rights) will
belong to the Participant for whose account such shares are held.
Notwithstanding the foregoing, each Participant may elect to have some or all
of the full shares of Common Stock previously purchased and registered in the
name of the Nominee on his or her behalf registered in the name of such
Participant. Written notice of such an election must be given by the
Participant to the Nominee, specifying the number of full shares of Common
Stock to be registered in the name of such Participant. The specified number
of shares of Common Stock will be transferred to and registered in the name of
the notifying Participant as soon as administratively practicable.
The Board of Directors may, in its discretion, require as a condition
to the grant of the right to purchase hereunder that the shares of Common Stock
reserved for issuance upon the exercise of the Option shall have been duly
authorized for trading on a national securities exchange and that either
(i) a Registration Statement under the Securities Act of 1933, as
amended, with respect to said shares shall be effective; or
(ii) the Participant shall have represented in form and substance
satisfactory to the Company that it is the intention of the
Participant to purchase such shares for investment.
SECTION EIGHT. NONASSIGNABILITY
Neither payroll deductions credited to the account of a Participant
nor any rights with regard to the exercise of an Option or to receive Common
Stock under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way by the Participant other than by will or the laws of
descent and distribution. Any such attempted assignment, transfer, pledge, or
other disposition shall be without effect, except that the Company may treat
such act as an election to withdraw funds in accordance with Section Five.
SECTION NINE. DESIGNATION OF BENEFICIARY
A Participant may file a written designation of a beneficiary who is
to receive any shares of Common Stock and/or cash in the event of the death of
the Participant prior to the delivery of such shares or cash to Participant.
Such designation of
7
<PAGE> 8
beneficiary may be changed by the Participant at any time by written notice to
the Secretary of the Company. Within thirty (30) days after the death of the
Participant, the beneficiary may, as provided in Section Six, elect to exercise
the Option of the Participant when it becomes exercisable on the Purchase Date
next following the date of the death of the Participant. Upon the death of a
Participant and upon receipt by the Company of proof of the identity and
survivorship of a beneficiary validly designated by the Participant under the
Plan, and notice of election of the beneficiary to exercise the Option, the
Company shall deliver such Common Stock and/or cash to such beneficiary. In
the event of the death of a Participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such death of a
Participant, the Company shall deliver such Common Stock and/or cash to the
executor or administrator of the estate of the Participant within sixty (60)
days after the end of the current Offering Period or as soon as
administratively practicable thereafter, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the
Company, in its discretion, may deliver such Common Stock and/or cash to the
spouse or to any one or more dependents of the Participant as the Company may
designate. No beneficiary shall, prior to the death of the Participant by whom
he or she has been designated, acquire any interest in the Common Stock or cash
credited to the Participant under the Plan.
SECTION TEN. RECAPITALIZATION
In the event of any change in the number of outstanding shares of
Common Stock by reason of a recapitalization, merger, consolidation,
reorganization, separation, liquidation, stock split, stock dividend,
combination of shares, or any other change in the corporate structure or shares
of stock of the Company, the Board of Directors will make an appropriate
adjustment, in accordance with applicable provisions of the Code and rulings
and regulations thereunder, in the number and kind of shares which may be
offered under the Plan, both in the aggregate and as to each Participant, the
number of shares then subject to offerings theretofore made, and the price of
shares offered under the Plan.
SECTION ELEVEN. RIGHTS AS A STOCKHOLDER
An employee shall have no rights as a stockholder with respect to any
shares offered hereunder until completion of payment therefor. Participants
will not be issued stock certificates unless requested. All Common Stock
purchased under the Plan during an Offering Period will be held by the Nominee
for at least two (2) years from the Offering Date of the Offering Period.
Common Stock may be sold during this two-year period, but may not be
transferred to another agent or nominee. Common Stock purchased under the Plan
by a Section 16 Person may not be sold before six (6) months after its Purchase
Date. Notwithstanding the foregoing, a Participant must sell a minimum of
fifty (50) shares of Common Stock each time he or she elects to sell Common
Stock or such fewer whole shares of Common Stock in
8
<PAGE> 9
the account of the Participant upon termination of employment.
SECTION TWELVE. STATUS OF PLAN FUNDS
All amounts held by the Company under the Plan shall be added to the
general funds of the Company and shall be used for such purposes as the Company
shall from time to time determine. The Company shall not be obligated to
segregate such payroll deductions.
SECTION THIRTEEN. ADMINISTRATION.
The Plan shall be administered by the Board of Directors. The
interpretation and construction of any provision of the Plan and the adoption
of rules and regulations for administering the Plan shall be made by the Board
of Directors. Determinations made by the Board of Directors with respect to
any matter or provision contained in the Plan shall be final, conclusive and
binding upon the Company and upon all Participants, their heirs or legal
representatives. Any rule or regulation adopted by the Board of Directors
shall remain in full force and effect unless and until altered, amended, or
repealed by the Board of Directors. The Board of Directors may delegate to a
committee any authority of the Board of Directors under this Plan.
An Agent may be appointed by the Board of Directors to perform the
functions and have the responsibilities assigned to the Agent in this Section
Thirteen with respect to the purchase of Common Stock. The Board of Directors
shall have the right to change the Agent at any time.
Notwithstanding any other provision to the contrary contained herein,
the Agent shall have all authority to determine the times of such purchases,
the prices at which such purchases are made, the manner of such purchases and
the selection of brokers or dealers (which may include the Agent) to make such
purchases. If Common Stock is purchased at varying Market Prices, an average
price will be allocated to the account of each Participant.
All costs and expenses incurred in administering the Plan shall be
paid by the Company, excluding (i) costs associated with requests for the
issuing of stock certificates to Participants or to the person or persons
entitled to receive the same under Section Nine hereof, (ii) the costs of the
sale of Common Stock, and (iii) the costs associated with a Participant
terminating or withdrawing from the Plan.
SECTION FOURTEEN. AMENDMENT OR TERMINATION.
9
<PAGE> 10
Subject to Section Four(E), the Board of Directors may at any time
terminate or amend the Plan. No amendment may be made without prior approval
of the stockholders of the Company if such amendment would (a) materially
increase the benefits accruing to Participants under the Plan, (b) increase the
number of shares which may be available for purchase under the Plan, or (c)
materially modify the requirements as to eligibility for participation under
the Plan.
SECTION FIFTEEN. NOTICES
All notices or other communications by a Participant to the Company
under or in connection with the Plan shall be deemed to have been given when
received by the Secretary of the Company.
SECTION SIXTEEN. APPROVAL OF STOCKHOLDERS
The effectiveness of this Plan is subject to its approval by the
stockholders of the Company within twelve (12) months after the date it is
adopted by the Board of Directors.
SECTION SEVENTEEN. REGISTRATION AND QUALIFICATION OF THE PLAN
UNDER APPLICABLE SECURITIES LAWS
No Option shall be granted under the Plan until such time as the
Company has qualified or registered the shares which are subject to the Option
under the applicable state and federal securities laws to the extent required
by such laws.
10
<PAGE> 1
EXHIBIT 5
November 1, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
RE: Manor Care, Inc.
Registration Statement on Form S-8
Gentlemen:
I am General Counsel of Manor Care, Inc. (the "Company") and have
acted for the Company in connection with the preparation of the Company's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended.
The Registration Statement covers shares of the Company's Common Stock, $.10
par value, offered under the Company's 1995 Employee Stock Purchase Plan (the
"Plan").
In connection with the rendering of the opinion set forth below, I
have reviewed the records of the Company, the minutes of the meetings of the
stockholders and directors of the Company and such other records and documents
as was necessary in my judgment to so render the following opinion.
Based on the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated and existing
under the laws of the State of Delaware; and
2. The shares of Common Stock of the Company offered to the
holders under the exercise of options under the Plan, have been or will be
legally issued, fully paid and nonassessable.
I hereby consent to the filing of a copy of this opinion with the
Commission as an exhibit to the Registration Statement referred to above.
Very truly yours,
James H. Rempe
General Counsel
<PAGE> 1
EXHIBIT 23(i)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated June 20, 1995,
included and incorporated by reference in Manor Care, Inc.'s Form 10-K for the
year ended May 31, 1995 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
------------------------------
ARTHUR ANDERSEN LLP
Washington, D.C.
November 1, 1995
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JAMES H. REMPE his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign Registration Statements or
amendments (including post-effective amendments) thereto with respect to the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock, $.10 par value, of Manor Care, Inc. (the "Company") delivered pursuant
to the Company's 1995 Employee Stock Purchase Plan and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
____ day of October, 1995.
/s/ STEWART BAINUM, JR.
---------------------------------
Stewart Bainum, Jr.
Chief Executive Officer and
Director
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JAMES H. REMPE his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign Registration Statements or
amendments (including post-effective amendments) thereto with respect to the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock, $.10 par value, of Manor Care, Inc.(the "Company") delivered pursuant to
the Company's 1995 Employee Stock Purchase Plan and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
_____ day of October, 1995
/s/ STEWART BAINUM
----------------------------
Stewart Bainum
Director
<PAGE> 3
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JAMES H. REMPE his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign Registration Statements or
amendments (including post-effective amendments) thereto with respect to the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock, $.10 par value, of Manor Care, Inc. (the "Company") delivered pursuant
to the Company's 1995 Employee Stock Purchase Plan and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
_____ day of October, 1995
/s/ JACK R. ANDERSON
----------------------------
Jack R. Anderson
Director
<PAGE> 4
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JAMES H. REMPE her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for her and in her name, place
and stead, in any and all capacities, to sign Registration Statements or
amendments (including post-effective amendments) thereto with respect to the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock, $.10 par value, of Manor Care, Inc. (the "Company") delivered pursuant
to the Company's 1995 Employee Stock Purchase Plan and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
purposes as she might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or her substitute may lawfully do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this
_____ day of October, 1995.
/s/ REGINA E. HERZLINGER
----------------------------
Regina E. Herzlinger
Director
<PAGE> 5
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JAMES H. REMPE his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign Registration Statements or
amendments (including post-effective amendments) thereto with respect to the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock, $.10 par value, of Manor Care, Inc. (the "Company") delivered pursuant
to the Company's 1995 Employee Stock Purchase Plan and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
_____ day of October, 1995.
/s/ WILLIAM H. LONGFIELD
----------------------------
William H. Longfield
Director
<PAGE> 6
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JAMES H. REMPE his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign Registration Statements or
amendments (including post-effective amendments) thereto with respect to the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock, $.10 par value, of Manor Care, Inc. (the "Company") delivered pursuant
to the Company's 1995 Employee Stock Purchase Plan and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
_____ day of October, 1995.
/s/ FREDERICK V. MALEK
-----------------------------
Frederick V. Malek
Director
<PAGE> 7
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JAMES H. REMPE his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign Registration Statements or
amendments (including post-effective amendments) thereto with respect to the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock, $.10 par value, of Manor Care, Inc. (the "Company") delivered pursuant
to the Company's 1995 Employee Stock Purchase Plan and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
_____ day of October, 1995.
/s/ JERRY E. ROBERTSON
----------------------------
Jerry E. Robertson
Director
<PAGE> 8
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JAMES H. REMPE his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign Registration Statements or
amendments (including post-effective amendments) thereto with respect to the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock, $.10 par value, of Manor Care, Inc. (the "Company") delivered pursuant
to the Company's 1995 Employee Stock Purchase Plan and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
_____ day of October, 1995.
/s/ JAMES A. MACCUTCHEON
------------------------------
James A. MacCutcheon
Senior Vice President, Chief Financial Officer,
and Treasurer (Principal Financial Officer)
<PAGE> 9
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JAMES H. REMPE her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for her and in her name, place
and stead, in any and all capacities, to sign Registration Statements or
amendments (including post-effective amendments) thereto with respect to the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock, $.10 par value, of Manor Care, Inc. (the "Company") delivered pursuant
to the Company's 1995 Employee Stock Purchase Plan and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
purposes as she might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or her substitute may lawfully do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this
_____ day of October, 1995.
/s/ MARGARITA SCHOENDORFER
-----------------------------
Margarita Schoendorfer
Vice President, Controller
