<PAGE> 1
As filed with the Securities and Exchange Commission on April 28, 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.
NON-EMPLOYEE DIRECTOR STOCK OPTION AND
DEFERRED COMPENSATION 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, 230,000 Shs. $30.56 $7,028,800 $2,423.72
par value of $.10
per share
</TABLE>
*******************************************************************************
(*) Estimated pursuant to Rule 457 solely for the purpose of calculating
the registration fee. Estimate based upon the average of the high and
low share prices reported on the New York Stock Exchange for April 27,
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, 1994 containing audited financial
statements for the fiscal year ended May 31, 1994, Form 10-Q for the fiscal
quarters ended May 31, 1994, August 31, 1994, November 30, 1994, and February
28, 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.
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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.
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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
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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 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.
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<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.
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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 Non-Employee Director Stock Option and Deferred Compensation Stock
Purchase Plan of Registrant.
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
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<PAGE> 8
forth in the registration statement;
(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
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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.
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<PAGE> 10
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 28th day of April, 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, April 28, 1995
- -------------------------------- Chief Executive Officer
Stewart Bainum, Jr. and Director
* Vice Chairman and April 28, 1995
- -------------------------------- Director
Stewart Bainum
* Director April 28, 1995
- --------------------------------
Jack R. Anderson
* Director April 28, 1995
- --------------------------------
Regina E. Herzlinger
</TABLE>
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<TABLE>
<S> <C> <C>
* Director April 28, 1995
- --------------------------------
William H. Longfield
* Director April 28, 1995
- --------------------------------
Frederick V. Malek
* Director April 28, 1995
- --------------------------------
Jerry E. Robertson
/s/ James A. MacCutcheon Senior Vice President, April 28, 1995
- -------------------------------- Chief Financial Officer,
James A. MacCutcheon and Treasurer (Principal
Financial Officer)
/s/ Margarita A. Schoendorfer Vice President and Controller April 28, 1995
- -------------------------------- (Principal Accounting Officer)
Margarita A. Schoendorfer
</TABLE>
* By: /s/ James H. Rempe
----------------------------
James H. Rempe
Attorney-in-fact
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EXHIBIT INDEX
4 Non-Employee Director Stock Option and Deferred Compensation Stock
Purchase Plan of Registrant.
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.
NON-EMPLOYEE DIRECTOR STOCK OPTION AND
DEFERRED COMPENSATION STOCK PURCHASE PLAN
Manor Care, Inc. has adopted and established a non-qualified stock
option plan for Non-Employee Directors in accordance with the following terms
and conditions. The plan also provides Non-Employee Directors the ability to
elect to defer compensation and purchase stock with director fees.
SECTION ONE
DESIGNATION AND PURPOSE OF THE PLAN
A. DESIGNATION. This Plan is designated the "Manor Care, Inc.
Non-Employee Director Stock Option and Deferred Compensation Stock Purchase
Plan".
B. PURPOSE. The purpose of this Plan is to secure for the Company
and its stockholders the benefits of the incentive inherent in increased
ownership of Company Stock by Non-Employee Directors. It is expected that such
ownership will provide such Non-Employee Directors with a more direct stake in
the future welfare of the Company and encourage them to remain directors of the
Company. It is also expected that the Plan will encourage qualified persons to
become directors of the Company.
C. GOVERNING LAW. This Plan shall be interpreted and enforced in
accordance with the laws of the State of Maryland, without reference to its
conflict of laws principles.
SECTION TWO
DEFINITIONS
As used in this Plan, the following terms mean:
A. "BOARD" means the Board of Directors of the Company.
B. "COMPANY" means Manor Care, Inc., including any present or future
"subsidiary corporation" as such term is defined in Section 424(f) of the 1986
Internal Revenue Code, as amended.
C. "NON-EMPLOYEE DIRECTOR" means a member of the Board of the Company
who is not an employee of the Company or any of its subsidiaries.
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D. "OPTION" means a non-qualified stock option granted to a
Participant under this Plan. It also means any Option which remains after a
Participant has exercised his Option with respect to part of the shares covered
by an Option agreement.
E. "PARTICIPANT" means any Non-Employee Director who is granted an
Option as provided in this Plan.
F. "PLAN" means this Non-Employee Director Stock Option and Deferred
Compensation Stock Purchase Plan.
G. "STOCK" and "COMPANY STOCK" mean the common stock of Manor Care,
Inc.
H. 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.
PART A
RULES RELATING TO STOCK OPTION PROGRAM
SECTION THREE
STOCK SUBJECT TO OPTION
A. TOTAL NUMBER OF SHARES. The total number of shares of Stock which
may be included in all Options granted to all Participants under this Part A is
150,000 shares. The total number of shares of Stock which may be granted may
be increased by a resolution adopted by the Board and approved by the Company's
stockholders. Such Stock may be either authorized and unissued Stock or
reacquired Stock.
B. EXPIRED OPTIONS. If any Option granted under this Part A (i) is
unexercisable, or (ii) is terminated, or (iii) expires or is canceled for any
other reason, in whole or in part, the shares (or remaining shares) of Stock
subject to that particular Option shall again be available for grant under this
Part A.
SECTION FOUR
ADMINISTRATION OF THIS PART A
This Part A shall be administered by the Board. The Board shall have
all the powers vested in it by the terms of this Part A, such powers to include
authority (within the limitation described herein) to prescribe the form of the
agreement embodying awards of Options made under this Part A. Subject to the
provisions of this Part A, the Board shall have the power to construe this Part
A, to determine all questions arising thereunder, and to adopt and amend such
rules and regulations for the administration of this Part A as it may deem
desirable. Any decision of the Board in the administration
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of this Part A, as described herein, shall be final and conclusive. The Board
may act only by a majority of its members in office, except that the members
thereof may authorize any one or more of their number or the Secretary or any
other officer of the Company to execute and deliver documents on behalf of the
Board.
SECTION FIVE
SELECTION OF PARTICIPANTS
Each Non-Employee Director shall be eligible to receive an Option in
accordance with Section Six. Each Option granted under this Part A shall be
evidenced by an agreement in such form as the Board shall prescribe from time
to time in accordance with this Part A and shall comply with the terms and
conditions set forth in Sections Six and Seven. Such an agreement shall
incorporate the provisions of this Part A by reference.
SECTION SIX
GRANT OF OPTIONS
AND LIMITATIONS ON EXERCISE
A. INITIAL GRANT FOR INCUMBENT MEMBERS OF THE BOARD. Each
Non-Employee Director as of September 9, 1994 shall receive an Option (a
"September 9, 1994 Option") to purchase for five years 5,000 shares of Stock,
subject to the terms and conditions herein.
B. INITIAL GRANT FOR NEW MEMBERS OF THE BOARD. Each Non-Employee
Director who is not a recipient of a September 9, 1994 Option, upon the date of
his initial election or appointment as a director of the Company, shall receive
an Option to purchase for ten years 5,000 shares of Stock, subject to the terms
and conditions herein.
C. ANNUAL GRANT. Annually upon election as a Non-Employee
Director, commencing in the calendar year subsequent to the calendar year in
which an initial grant was awarded the Non-Employee Director pursuant to
Sections Six A or B above, each Non-Employee Director shall receive an Option
to purchase for ten years 1,000 shares of Stock, subject to the terms and
conditions herein.
D. VESTING. An Option to purchase Stock may be exercised only by
a Participant during his lifetime. The Option is not exercisable for a period
of two years from the date of grant. Thereafter, an Option becomes exercisable
(a) to the extent of one-third of the total number of shares subject to the
option following the expiration of two years from the date of grant; (b) to the
extent of an additional one-third following the expiration of three years from
the date of grant; and (c) to the extent of an additional
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<PAGE> 4
one-third following the expiration of four years from the date of grant. An
Option is cumulative and any portion of an Option not exercised at the time it
becomes exercisable may be exercised at any time thereafter prior to its
termination date.
E. LIMITATION. In no event may an Option be exercised by anyone
after the expiration of five years from the date of grant.
F. BOARD RETIREMENT. A Participant who ceases to serve on the
Board after reaching age 65 and who has been a member of the Board for at least
ten years prior to the date of retirement shall be permitted to exercise his
entire Option notwithstanding the limitations of Section Six D above.
G. INSUFFICIENT NUMBER OF SHARES. In the event that the number
of shares of Stock available for future grant under this Part A is insufficient
to make all grants required to be made on any date, then all Participants
entitled to a grant on such date shall share ratably in the number of shares of
Stock which may be included in Options granted to Participants under this Part
A.
SECTION SEVEN
OPTION PRICES
A. DETERMINATION OF OPTION PRICE. The Option price for Stock shall
be equal to 100% of the fair market value of the Stock on the date of grant.
B. DETERMINATION OF FAIR MARKET VALUE. The fair market value of the
Stock on the date of granting an Option shall be the mean of the high and low
prices at which the Stock was sold on the market on such date. In the event no
such sales of Stock occurred on such date, the fair market value of the Stock
shall be determined by the mean of the high and low prices at which the Stock
was sold on the market on the next preceding date for which the Stock was so
sold.
SECTION EIGHT
EXERCISE OF OPTION
A. METHOD OF EXERCISING AN OPTION. Subject to the terms of a
particular Option, a Participant may exercise it in whole or in part by written
notice to the Company's President or Secretary stating in such written notice
the number of shares of Stock such Participant elects to purchase under his
Option.
B. NO OBLIGATION TO EXERCISE OPTION. A Participant is under no
obligation to exercise an Option or any part thereof.
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<PAGE> 5
C. PAYMENT FOR OPTION STOCK. Stock purchased pursuant to an Option
agreement shall be paid in full at the time of purchase. Payment may be made
(a) in cash, (b) by delivery to the Company of shares of Stock having an
aggregate fair market value equal to the exercise price, or (c) a combination
of (a) and (b). Upon receipt of payment and subject to paragraph E of this
Section Eight, the Company shall, without transfer or issue tax to the
Participant or other person entitled to exercise the Option, deliver to the
Participant (or other person entitled to exercise the Option) a certificate or
certificates for such shares.
D. DELIVERY OF STOCK TO PARTICIPANT. The Company shall undertake and
follow all necessary procedures to make prompt delivery of the number of shares
of Stock which the Participant elects to purchase upon exercise of an Option
granted under this Part A. Such delivery, however, may be postponed, at the
sole discretion of the Company, to enable the Company to comply with any
applicable procedures, regulations or listing requirements of any government
agency, stock exchange or regulatory authority.
E. FAILURE TO ACCEPT DELIVERY OF STOCK. If a Participant refuses to
pay for Stock which he has elected to purchase under his Option, in accordance
with the terms of payment, which had previously been agreed upon, his Option
shall thereupon, at the sole discretion of the Board, terminate, and such funds
previously paid for unissued Stock shall be refunded. Stock which has been
previously issued to the Participant and been fully paid for shall remain the
property of the Participant and shall be unaffected by such termination.
SECTION NINE
NON-TRANSFERABILITY OF OPTIONS
During a Participant's lifetime, an Option granted to him may be
exercised only by him. It may not be sold, assigned, pledged or otherwise
transferred except by will or by the laws of descent and distribution. No
Option or any right thereunder shall be subject to execution, attachment or
similar process. Upon any attempt by a Participant to so sell, assign, pledge
or otherwise transfer any Option, or any right thereunder, contrary to the
provisions hereof, the Option and all rights thereunder shall immediately
become null and void.
5
<PAGE> 6
SECTION TEN
PURCHASE FOR INVESTMENT
A. WRITTEN AGREEMENT BY PARTICIPANTS. Unless a registration
statement under the Securities Act of 1933 is then in effect with respect to
the Stock a Participant receives upon exercise of his Option, a Participant
shall acquire the Stock he receives upon exercise of his Option for investment
and not for resale or distribution and he shall furnish the Company with a
written statement to that effect when he exercises his Option and a reference
to such investment warranty shall be inscribed on the Stock certificate(s).
B. REGISTRATION REQUIREMENT. Each Option shall be subject to the
requirement that, if at any time the Board determines that the listing,
registration or qualification of the shares subject to the Option upon any
securities exchange or under any state or Federal law is necessary or desirable
as a condition of, or in connection with, the issuance of shares thereunder,
the Option may not be exercised in whole or in part unless such listing,
registration or qualification shall have been effected or obtained (and the
same shall have been free of any conditions not acceptable to the Board).
SECTION ELEVEN
CHANGES IN CAPITAL STRUCTURE
In the event of a change in the capital structure of the Company, the
number of shares specified in Section Three of this Part A, the number of
shares specified in Section Six of this Part A, the number of shares covered by
each outstanding Option and the price per share shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Stock
resulting from the splitting or consolidation of shares, or the payment of a
stock dividend, or effected in any other manner without receipt of additional
or further consideration by the Company.
SECTION TWELVE
CORPORATE REORGANIZATION OR DISSOLUTION
A. In the event of the dissolution or liquidation of the Company, any
Option granted under this Part A shall terminate as of a date to be fixed by
the Board, provided that not less than 15 days written notice of the date so
fixed shall be given to each Participant and each such Participant shall have
the right during such period to exercise his Option as to all or any part of
the Stock covered thereby including Stock as to which such Option would not
otherwise be exercisable by reason of an insufficient lapse of time.
6
<PAGE> 7
B. In the event of a Reorganization (as hereinafter defined) in which
the Company is not the surviving or acquiring company, or in which the Company
is or becomes a wholly owned subsidiary of another company after the effective
date of the Reorganization, then:
1) If there is no plan or agreement respecting the Reorganization
("Reorganization Agreement") or if the Reorganization
Agreement does not specifically provide for the change,
conversion, or exchange of the Stock under outstanding and
unexercised Options for securities of another corporation,
then the Board shall take such action, and the Options shall
terminate, as provided in paragraph A of this Section Twelve,
or
2) If there is a Reorganization Agreement and if the
Reorganization Agreement specifically provides for the change,
conversion, or exchange of the Stock under outstanding and
unexercised Options for securities of another corporation, then
the Board shall adjust the shares under such outstanding and
unexercised Options (and shall adjust the shares remaining
under this Part A which are then to be available for grant
under this Part A, if the Reorganization Agreement makes
specific provisions therefor) in a manner not inconsistent with
the provisions of the Reorganization Agreement for the
adjustment, change, conversion, or exchange of such Options.
The term "Reorganization" as used in this paragraph B of this Section Twelve
shall mean any statutory merger, statutory consolidation, sale of all or
substantially all of the assets of the Company, or sale, pursuant to an
agreement with the Company, of securities of the Company pursuant to which the
Company is or becomes a wholly owned subsidiary of another company after the
effective date of the Reorganization.
C. Adjustments and determinations under this Section Twelve shall be
made by the Board, whose decisions as to what adjustments or determinations
shall be made, and the extent thereof, shall be final, binding, and conclusive.
SECTION THIRTEEN
TERMINATION OF SERVICE
A. SEVERANCE. Subject to the provision of Paragraph B of this
Section Thirteen, in the event a Participant ceases to be a Non-Employee
Director, his Option terminates one month from the date of such cessation of
service. Subject to the provisions of Paragraph F of Section Six, such Option
shall be exercisable only to the extent the Participant was entitled to
exercise the Option on the date of such cessation of service.
7
<PAGE> 8
B. DEATH. If a Participant dies prior to the full exercise of his
Option, his Option to purchase Stock under such Option may be exercised to the
extent, if any, that Participant would be entitled to exercise it at the date
of Participant's death by the person to whom the Option shall pass by will or
by the laws of descent and distribution within twelve months of Participant's
death or the expiration of the term of the Option whichever date is sooner.
SECTION FOURTEEN
APPLICATION OF FUNDS
All proceeds received by the Company from the exercise of Options
shall be paid into its treasury and such proceeds shall be used for general
corporate purposes.
SECTION FIFTEEN
PARTICIPANT'S RIGHTS AS A STOCKHOLDER
A Participant has no rights as a stockholder with respect to any
shares of Stock covered by his Option until the date a stock certificate is
issued to him for such shares. Except as otherwise provided for in Section
Eleven of this Part A, no adjustment shall be made for dividends or other
rights for which the record date is prior to the date such stock certificate is
issued.
SECTION SIXTEEN
AMENDMENT AND TERMINATION OF THIS PART A
A. DISCRETION OF THE BOARD OF DIRECTORS. This Part A may be
terminated or amended at any time and from time to time by the Board as the
Board shall deem advisable including, but not limited to amendments necessary
to qualify for any exemption or to comply with applicable law or regulations;
provided, however, that this Part A shall not be amended more than once every
six months, other than to comport with changes in the Internal Revenue Code of
1986, as amended, or the regulations thereunder, or the Employee Retirement
Income Security Act of 1974, as amended, or the regulations thereunder; and
provided, further, that except as provided in Section Eleven, the Board may
not, without further approval by the stockholders of the Company, increase the
maximum number of shares of Stock as to which Options may be granted under this
Part A, increase the number of shares subject to an Option, reduce the minimum
Option exercise price described in Section Seven, extend the period during
which Options may be granted or exercised under this Part A or change the class
of persons eligible to receive Options under this Part A. No amendment of this
Part A shall materially and adversely affect any right of any Participant with
respect to any Option theretofore granted without such Participant's written
consent.
8
<PAGE> 9
B. AUTOMATIC TERMINATION. This Part A shall terminate on September
9, 2004. Options may be granted under this Part A at any time and from time to
time prior to this Part A's termination. Any Option outstanding at the time
this Part A is terminated shall remain in effect until said Option is exercised
or expires.
PART B
RULES RELATING TO DEFERRED COMPENSATION
STOCK PURCHASE
SECTION SEVENTEEN
DEFERRAL OF FEES
A Non-Employee Director may elect by written notice to defer payment
on all or a portion of his fees (including Committee fees) for any year,
subject to the following conditions:
During the period of the active service (as hereinafter defined) of a
Non-Employee Director, the Non-Employee Director agrees to serve the Company
faithfully and, to the best of the ability of the Non-Employee Director, to
perform such services and duties as shall be assigned to the Non-Employee
Director by the Board.
For purposes of this Part B, the period of the active service of the
Non-Employee Director shall mean the period commencing with the date of
election or appointment of the Non-Employee Director and expiring on the date
on which occurs the termination of the service of the Non-Employee Director by
reason of expiration of term or the date of resignation, removal or death of
the Non-Employee Director, whichever shall occur first. Nothing contained
herein shall be construed as conferring upon the Non-Employee Director the
right to continue in the active service of the Company.
SECTION EIGHTEEN
ELECTION AND DEFERRED ACCOUNTS
A. Prior to the thirty-first day of May of each year during the
period of the active service of the Non-Employee Director, the Non-Employee
Director may instruct the Company by delivery to it of written notice to
withhold a specified percentage (not less than 25%) of any fees otherwise
payable to the Non-Employee Director for services to be rendered in the
following fiscal year (the "Deferred Amounts"). Such election shall be
irrevocable with respect to such fiscal year. The Company shall establish a
grantor "Rabbi Trust" and shall establish thereunder on behalf of the
Non-Employee Director upon a deferral election a liability account which shall
consist of a Stock Deferred Account and an Interest Deferred Account (each a
"Deferred Account").
9
<PAGE> 10
B(i) Stock Deferred Account
(a) An agent (the "Agent") shall be appointed by the
Board or any individual or committee to which the Board has delegated authority
to act with respect to the appointment of the Agent to perform the functions
and have the responsibilities assigned to the Agent in this Section Eighteen
with respect to the purchase of Stock. The Board or such individual or
committee shall have the right to change the Agent at any time. Except as
provided in Section 18B(i)(b), the Company shall pay the compensation and
expenses of the Agent.
(b) Deferred Amounts shall initially be deposited to the
Interest Deferred Account (the "Initial Deferred Amounts"). For each fiscal
year of the Company, the Agent shall cause all Initial Deferred Amounts to be
applied to the open market purchase of whole shares of Stock within fifteen
days after December 1, February 28 and May 31 of such fiscal year. 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. All brokerage fees and commissions with respect to such purchases
shall be deducted from the Initial Deferred Amounts. The Agent shall credit
each Stock Deferred Account with the number of whole shares of Stock equal to
such account's Initial Deferred Amount applied by the Agent to the purchase of
Stock divided by the average price per share purchased by the Agent. Initial
Deferred Amounts representing a fraction of the purchase price of a share shall
be credited to their respective Interest Deferred Account. Any shares of Stock
held in a Stock Deferred Account shall be voted by the trustee of the "Rabbi
Trust".
(c) In the alternative, but only if and to the extent
that the Company shall have instructed the Agent concurrent with or prior to
the delivery to the Agent of the Initial Deferred Amounts, the Agent shall
purchase whole shares of Stock directly from the Company and not in the open
market. Each such purchase from the Company shall be at a price equal to the
closing price of Stock on the market on the business day preceding the date
such purchase is made.
(d) During the period that such Stock Deferred Account is
maintained, on each date on which the Company pays dividends on its Stock, the
Interest Deferred Account shall be credited with an amount equivalent to the
amount of dividends declared by the Company with respect to the Stock held in
the Stock Deferred Account ("Dividend Equivalents").
(e) The total number of shares of Stock which may be
purchased under this Part B is 80,000 shares. The total number of shares of
Stock which may be purchased may be increased by a resolution adopted by the
Board and approved by the Company's stockholders. Such Stock may be either
authorized and unissued shares or reacquired shares.
10
<PAGE> 11
(f) In the event of a change in the capital structure of
the Company, the number of shares of Stock specified in Section Eighteen of
this Part B, and the number of shares of Stock entered in a Stock Deferred
Account shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Stock resulting from the splitting or consolidation
of shares, or the payment of a stock dividend, or effected in any other manner
without receipt of additional or further consideration by the Company.
B(ii) Interest Deferred Account
All additions to the Interest Deferred Account will be invested in
short- to mid-term fixed-income investments selected by the Company from time
to time. There shall be credited to the Interest Deferred Account all gains,
losses, and income attributable to such investments.
SECTION NINETEEN
ANNUAL STATEMENT
The Company will provide an annual statement of the Deferred Accounts
to each participant Non-Employee Director showing amounts of fees deferred and
additional amounts credited to his Deferred Accounts in accordance with Section
18.
SECTION TWENTY
PAYMENT
Upon the termination of active service of a Non-Employee Director, the
Company shall pay such Non-Employee Director his Deferred Accounts in one lump
sum payment as soon after his termination of active service as is
administratively feasible unless such Non-Employee Director had previously made
an election, at least sixty (60) days prior to the effective date of such
termination of active service, to receive his Deferred Accounts in the form of
installment payments. At least sixty (60) days prior to his termination of
active service, a Non-Employee Director may make an irrevocable election to
receive his Deferred Accounts in the form of installment payments over a period
of time designated by the Non-Employee Director but in no event to exceed
twenty (20) years. In the event that the installment method of payment is
selected, the Non-Employee Director will further designate whether installment
payments are to be made on a monthly, quarterly, semi-annual or annual basis.
During the period of installment distributions, the Interest Deferred Account
will be credited with an earnings factor computed pursuant to the principles
described in Section 18 B(ii), above. In the event that a Non-Employee
Director dies after having made an installment election but prior to the
receipt of all installment payments thereunder, the remaining payments will be
made to the beneficiary by the Non-Employee Director designated for purposes of
11
<PAGE> 12
this Part B through the remaining duration of the elected installment period,
unless the Non-Employee Director has provided in such installment election for
a different form of payment to the beneficiary of the Non-Employee Director in
the event of the death of the Non-Employee Director, in which event such
different form of payment shall be made to the beneficiary of the Non-Employee
Director. The computation of the amount of a lump sum payment or the amount of
an installment payment shall be made by reference to the balance of the
Deferred Account as of the date of the distribution.
SECTION TWENTY-ONE
DEATH OF NON-EMPLOYEE DIRECTOR
Where the death of the Non-Employee Director occurs prior to making
his election, payments of compensation deferred shall be made in such manner
determined by the beneficiary.
SECTION TWENTY-TWO
DEATH OF NON-EMPLOYEE DIRECTOR AND BENEFICIARY
If both the Non-Employee Director and his designated beneficiary
should die, the total amount standing to the credit of the Non-Employee
Director in the Deferred Accounts shall be determined as of the date of death
of the designated beneficiary (including any additional amounts credited to
such Account pursuant to Section Eighteen B(ii)) and shall be paid as promptly
as possible in one lump sum to the estate of such designated beneficiary.
SECTION TWENTY-THREE
TAXES
Payments will be made to the Non-Employee Director or beneficiary
after deducting taxes required by federal and/or state governments, if any.
12
<PAGE> 13
SECTION TWENTY-FOUR
ADMINISTRATION OF THIS PART B
This Part B shall be administered by the Board, except as provided in
Section 18. The Board shall have all the powers vested in it by the terms of
Part B. Subject to the provisions of this Part B, the Board shall have the
power to construe this Part B, to determine all questions arising thereunder,
and to adopt and amend such rules and regulations for the administration of
this Part B as it may deem desirable. Any decision of the Board in the
administration of this Part B, as described herein, shall be final and
conclusive. The Board may act only by a majority of its members in office,
except that members thereof may authorize any one or more of their number or
the Secretary or any other officer of the Company to execute and deliver
documents on behalf of the Board.
SECTION TWENTY-FIVE
UNSECURED GENERAL CREDITOR
Nothing contained in this Part B and no action taken pursuant to the
provisions of this Part B shall create or be construed to create a trust of any
kind other than a grantor "Rabbi Trust", or a fiduciary relationship between
the Company and the Non-Employee Director, his designated beneficiary or any
other person. Any compensation deferred under the provisions of this Part B
shall continue for all purposes to be a part of the general funds of the
Company. To the extent that any person acquires a right to receive payment
from the Company under this Part B, such right shall be no greater than the
right of any unsecured general creditor of the Company.
SECTION TWENTY-SIX
NO ASSIGNMENT
The right of the Non-Employee Director or any other person to the
payment of deferred compensation or other benefits under this Part B shall not
be assigned, transferred, pledged, or encumbered except by will or by the laws
of descent and distribution.
SECTION TWENTY-SEVEN
SUCCESSORS AND ASSIGNS
This Part B shall be binding upon and inure to the benefit of the
Company and its subsidiaries, its successors and assigns and the Non-Employee
Director and his heirs, executors, administrators and legal representatives.
13
<PAGE> 14
SECTION TWENTY-EIGHT
CHANGE OF CONTROL
In the event of a change of control of the Company, the Company shall
immediately pay the Non-Employee Director his Deferred Accounts, including
accrued interest. A "change of control" shall mean (i) a merger or
consolidation in which the Company is not the surviving corporation or (ii) the
acquisition of twenty-five percent or more of the voting securities of the
Company by a person, group, or entity or (iii) the sale of all or substantially
all of the assets of the Company or (iv) individuals who were members of the
Board immediately prior to a meeting of the stockholders of the Company
involving a contest for the election of Non- Employee Directors do not
constitute a majority of the Board immediately following such election, unless
that election of such new Non-Employee Directors was recommended to the
stockholders by management of the Company.
SECTION TWENTY-NINE
AMENDMENT AND TERMINATION OF THIS PART B
A. DISCRETION OF THE BOARD OF DIRECTORS. The Board of Directors
may at any time terminate or amend this Part B. Except as herein provided, no
such termination may affect Stock previously purchased. 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 this Part B, (b) materially increase the number of shares which may be
purchased under this Part B, or (c) materially modify the requirements as to
eligibility for participation under this Part B.
B. AUTOMATIC TERMINATION. This Part B shall terminate on
September 9, 2004.
14
<PAGE> 1
EXHIBIT 5
April 24, 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 Non-Employee Director Stock Option and
Deferred Compensation 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
Senior Vice President
and 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 report dated June 22, 1994
incorporated by reference in Manor Care, Inc.'s Form 10-K for the year ended
May 31, 1994 and to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
----------------------------
ARTHUR ANDERSEN LLP
Washington, D.C.
April 27, 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 his 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") issuable or issued
pursuant to the Company's Non-Employee Stock Option and Deferred Compensation
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 for
any of them, or their 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 27th day of April, 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 his 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") issuable or issued
pursuant to the Company's Non-Employee Stock Option and Deferred Compensation
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 for
any of them, or their 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 27th day of April, 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 his 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") issuable or issued
pursuant to the Company's Non-Employee Stock Option and Deferred Compensation
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 for
any of them, or their 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
27th day of April, 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") issuable or issued
pursuant to the Company's Non-Employee Stock Option and Deferred Compensation
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 for
any of them, or their 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
27th day of April, 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 his 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") issuable or issued
pursuant to the Company's Non-Employee Stock Option and Deferred Compensation
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 for
any of them, or their 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
27th day of April, 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 his 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") issuable or issued
pursuant to the Company's Non-Employee Stock Option and Deferred Compensation
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 for
any of them, or their 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
27th day of April, 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 his 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") issuable or issued
pursuant to the Company's Non-Employee Stock Option and Deferred Compensation
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 for
any of them, or their 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
27th day of April, 1995.
/s/ Jerry E. Robertson
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Jerry E. Robertson
Director
