<PAGE> 1
As filed with the Securities and Exchange Commission on September 24, 1998
Registration No. 33-___
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
HEALTH CARE AND RETIREMENT CORPORATION
(Exact name of registrant as specified in its charter)
34-1687107
Delaware (I.R.S. Employer
(State of incorporation) Identification Number)
HEALTH CARE AND RETIREMENT CORPORATION
One SeaGate
Toledo, Ohio 43604-2616
(419) 252-5500
(Address of principal executive offices)
HEALTH CARE AND RETIREMENT CORPORATION
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
HEALTH CARE AND RETIREMENT CORPORATION
STOCK OPTION PLAN FOR KEY EMPLOYEES
(FULL TITLE OF THE PLANS)
------------------
R. Jeffrey Bixler Copies to: Mark D. Gerstein
Vice President, General Counsel and Secretary Latham & Watkins
Health Care and Retirement Corporation Sears Tower, Suite 5800
One SeaGate Chicago, Illinois 60606
Toledo, Ohio 43604-2616 (312) 876-7700
(419) 252-5500 Counsel to Registrant
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
Title of each class of Amount Proposed maximum Proposed maximum Amount of
securities to be registered to be registered offering price per aggregate offering registration fee
(1) share (2) price
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 3,500,000 Shares $24.25 $84,875,000 $25,038.13
per share
============================================================================================================================
</TABLE>
(1) The Health Care and Retirement Corporation Stock Option Plan for Outside
Directors (the "Outside Directors' Plan") authorizes the issuance of a
maximum of 800,000 shares, 300,000 of which have been registered on Health
Care and Retirement Corporation's Registration Statement on Form S-8 (File
No. 33-48885), filed with the Commission on June 26, 1992 (each number as
adjusted by a 2-for-1 stock split in March 1993 and a 3-for-2 stock split
in June 1996). The Health Care and Retirement Corporation Amended Stock
Option Plan for Key Employees (the "Stock Option Plan") authorizes the
issuance of a maximum of 11,199,000 shares of Common Stock, 8,199,000 of
which have been registered on Health Care and Retirement Corporation's
Registration Statements on Form S-8 (File No. 33-48885 and File No.
33-83324), filed with the Commission on June 26, 1992 and August 26, 1994,
respectively (each number as adjusted by a 2-for-1 stock split in March
1993 and a 3-for-2 stock split in June 1996).
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h), the proposed maximum offering price per share is
based upon the average of the high and low prices reported on the New York
Stock Exchange for the Company's Common Stock on September 17, 1998, which
was $24.25 per share.
================================================================================
<PAGE> 2
EXPLANATORY NOTE
In accordance with General Instruction E to Form S-8, Health Care and Retirement
Corporation's Registration Statements on Form S-8 (File No. 33-48885 and File
No. 33-83324), filed with the Commission on June 26, 1992 and August 26, 1994,
respectively, are incorporated as of their respective date in this Registration
Statement by reference.
<PAGE> 3
EXHIBITS
EXHIBIT NUMBER DESCRIPTION
*4.1 First Amendment to Stock Option Plan
*4.2 Second Amendment to Stock Option Plan
*4.3 Third Amendment to Stock Option Plan
*4.4 First Amendment to Outside Directors' Plan
*4.5 Second Amendment to Outside Directors' Plan
*4.6 Third Amendment to Outside Director's Plan
*5 Opinion of Latham & Watkins
*23.1 Consent of Independent Auditors
*23.2 Consent of Latham & Watkins (included in opinion filed as
Exhibit 5)
- ----------------------
* Filed herewith
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe 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, there unto
duly authorized, in the City of Toledo, State of Ohio, on September 24, 1998.
HEALTH CARE AND
RETIREMENT CORPORATION
By: /s/ R. Jeffrey Bixler
--------------------------------------
R. Jeffrey Bixler, Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933,
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>
/s/ John J. Clair )
- ----------------------- Director )
John J. Clair )
)
/s/ Joseph H. Lemieux )
- ----------------------- Director )
Joseph H. Lemieux ) September 24, 1998
)
/s/ Geoffrey G. Meyers )
- ----------------------- Executive Vice President, Chief Financial )
Geoffrey G. Meyers Officer and Treasurer (Principal Financial )
Officer) )
)
/s/ Spencer C. Moler )
- ----------------------- Vice President and Controller (Principal )
Spencer C. Moler Accounting Officer) )
)
/s/ Paul A. Ormond )
- ----------------------- Chairman of the Board, President and Chief )
Paul A. Ormond Executive Officer (Principal Executive )
Officer) )
)
/s/ Robert G. Siefers )
- ----------------------- Director )
Robert G. Siefers )
)
/s/ M. Keith Weikel )
- ----------------------- Senior Executive Vice President and Chief )
M. Keith Weikel Operating Officer; Director )
)
/s/ Thomas L. Young )
- ----------------------- Director )
Thomas L. Young )
</TABLE>
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
*4.1 First Amendment Stock Option Plan
*4.2 Second Amendment to Stock Option Plan
*4.3 Third Amendment to Stock Option Plan
*4.4 First Amendment to Outside Directors' Plan
*4.5 Second Amendment to Outside Directors' Plan
*4.6 Third Amendment to Outside Directors' Plan
*5 Opinion of Latham & Watkins
*23.1 Consent of Independent Auditors
*23.2 Consent of Latham & Watkins (included in opinion file as Exhibit 5)
</TABLE>
- ----------------------
* Filed herewith
<PAGE> 1
EXHIBIT 4.1
FIRST AMENDMENT TO
HEALTH CARE AND RETIREMENT CORPORATION AMENDED
STOCK OPTION PLAN FOR KEY EMPLOYEES
-----------------------------------
Pursuant to the authority reserved to the Compensation Committee
(the "Committee") of the Board of Directors of Health Care and Retirement
Corporation (the "Company") under Section 7.2 of the Health Care and Retirement
Corporation Amended Stock Option Plan for Key Employees (the "Plan"), the
Committee hereby amends the Plan as follows:
1. Article I, Section 1.20 of the Plan is amended in its entirety,
to read as follows:
SECTION 1.20 - SUBSIDIARY
-------------------------
"Subsidiary" shall mean any corporation in an unbroken chain
of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken
chain then owns stock possession 50% of more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain. "Subsidiary" shall also mean any
partnership in which the Company and/or any Subsidiary owns 50%
or more of the capital or profit interests.
2. This First Amendment shall be effective on or as of August 23,
1994. In all other respect the Plan shall remain in full force and effect as
originally adopted.
IN WITNESS WHEREOF, the Committee has caused this First Amendment to
be executed by a duly authorized officer of the Company, as of this 23rd day of
August, 1994.
HEALTH CARE AND RETIREMENT
CORPORATION
By: /s/ R. Jeffrey Bixler
------------------------
R. Jeffrey Bixler
Vice President
<PAGE> 1
EXHIBIT 4.2
SECOND AMENDMENT TO
HEALTH CARE AND RETIREMENT CORPORATION AMENDED
STOCK OPTION PLAN FOR KEY EMPLOYEES
-----------------------------------
Pursuant to the authority reserved to the Compensation Committee
(the "Committee") of the Board of Directors of Health Care and Retirement
Corporation (the "Company") under Section 7.2 of the Health Care and Retirement
Corporation Amended Stock Option Plan for Key Employees (the "Plan"), the
Committee hereby amends the Plan as follows:
1. Article I of the Plan is amended by the addition thereto of
a new Section 1.22, to read, in its entirety, as follows:
SECTION 1.22 - TRANSFERABLE OPTION
----------------------------------
"Transferable Option" means a Non-Qualified Option
which by its terms, as determined by the Committee and set
forth in the applicable Option Agreement (or an amendment
thereto), may be transferred by the Optionee, in writing and
with written notice thereof to the Committee, by gift,
without the receipt of any consideration: (i) to such
Optionee's spouse; (ii) to any child or more remote lineal
descendant of such Optionee or to the spouse of any child or
more remote lineal descendant; or (iii) to any trust,
custodianship, or other similar fiduciary relationship
maintained for the benefit of any one or more of such
persons, but is otherwise nontransferable except by will or
other applicable laws of descent and distribution.
2. Article I of the Plan is further amended by the addition
thereto of a new Section 1.23, to read, in its entirety, as follows:
SECTION 1.23 - TRANSFEREE
-------------------------
"Transferee" shall mean any person or entity to whom or
to which an Optionee has transferred a Transferable Option.
3. Section 3.3(a)(iii) of the Plan is amended to read, in its
entirety, as follows:
(iii) Determine the terms and conditions of such
Options, consistent with the Plan, including, but not
limited to such terms and conditions as may by required in
order to make a Non-Qualified option a Transferable Option.
4. Section 4.1 of the Plan is amended by the addition thereto
of the
<PAGE> 2
following:
Stock Option Agreements evidencing Transferable Options
shall contain (or may be amended to contain) such terms and
conditions as may be necessary to meet the definition of a
Transferable Option under Section 1.22 hereof.
5. Section 5.1 of the Plan is amended to read, in its entirety, as
follows:
SECTION 5.1 - PERSONS ELIGIBLE TO EXERCISE
------------------------------------------
During the lifetime of the Optionee, only he or his
Transferee, if any, may exercise an Option (or any portion
thereof) granted to him. After the death of the Optionee, any
exercisable portion of any Option may, prior to the time when
such portion becomes unexercisable under the Plan or the
applicable Stock Option Agreement, be exercised by his
Transferee, if any, or by his personal representative or any
other person empowered to do so under the deceased Optionee's
will or under the then applicable laws of descent and
distribution. All of the terms and conditions of any option in
the hands of the Optionee during his lifetime shall be and remain
fully applicable and binding on his Transferee, if any, and on
any other person who may become eligible to exercise such Option.
6. Section 7.1 of the Plan is amended to read, in its entirety, as
follows:
SECTION 7.1 - OPTIONS NOT TRANSFERABLE
--------------------------------------
No Option or interest or right therein or part thereof shall
be liable for the debts, contracts or engagements of the Optionee
or his successors in interest or shall be subject to disposition
by transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgement,
levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect; provided,
however, that nothing in this Section 7.1 shall prevent any
transfer of a transfer by will or by the applicable laws of
descent and distribution.
7. This Second Amendment shall be effective on or as February 1,
1996. In all other respects the Plan shall remain in full force and effect as
2
<PAGE> 3
originally adopted.
IN WITNESS WHEREOF, the Committee has caused this Second Amendment to be
executed by a duly authorized officer of the Company, as of this 1st day of
February, 1996.
HEALTH CARE AND
RETIREMENT CORPORATION
By: /s/ R. Jeffrey Bixler
-----------------------
R. Jeffrey Bixler
Vice President
3
<PAGE> 1
THIRD AMENDMENT TO
HEALTH CARE AND RETIREMENT CORPORATION
AMENDED STOCK OPTION PLAN FOR KEY EMPLOYEES
THIS THIRD AMENDMENT TO HEALTH CARE AND RETIREMENT CORPORATION AMENDED
STOCK OPTION PLAN FOR KEY EMPLOYEES, dated as of , 1998, is
made and adopted by HEALTH CARE AND RETIREMENT CORPORATION, a Delaware
corporation (the "Company"). Capitalized terms used but not otherwise defined
herein shall have the respective meanings ascribed to such terms in the Plan (as
defined below).
WHEREAS, the Company has adopted the Health Care and Retirement Corporation
Amended Stock Option Plan for Key Employees (the "Plan") for the benefit of its
key employees;
WHEREAS, effective as of August 23, 1994, the Company amended the Plan
pursuant to that certain First Amendment to Health Care and Retirement
Corporation Amended Stock Option Plan for Key Employees, and effective as of
February 1, 1996, the Company further amended the Plan pursuant to that certain
Second Amendment to Health Care and Retirement Corporation Amended Stock Option
Plan for Key Employees;
WHEREAS, the Company desires to amend the Plan so as to increase the number
of shares reserved for issuance thereunder; and
WHEREAS, this Third Amendment was duly adopted by a resolution of the Board
of Directors of the Company dated as of August , 1998, subject to approval
thereof by the Company's shareholders.
NOW THEREFORE, in consideration of the foregoing, the Company hereby amends
the Plan as follows:
1. Section 2.1 of the Plan is hereby amended by deleting the second
sentence of such Section in its entirety and replacing it with the
following sentence:
"The aggregate number of such shares which may be issued upon exercise of
Options shall not exceed 11,199,000."
2. This Third Amendment shall be and is hereby incorporated in and forms
a part of the Plan.
3. This Third Amendment shall be effective as of the effective time of
the merger of Manor Care, Inc. ("Manor Care") with and into Catera
Acquisition Corp. ("Merger Sub"), a wholly owned subsidiary of the
Company, with Manor Care being the surviving corporation, pursuant to
that certain Amended and Restated Agreement and Plan of Merger dated as
of June 10, 1998 by and among Manor Care, Merger Sub and the Company.
4. Except as set forth herein, the Plan shall remain in full force and
effect.
IN WITNESS WHEREOF, the Company has caused this amendment to the Plan to be
executed by its duly authorized officer as of August 13, 1998.
HEALTH CARE AND
RETIREMENT CORPORATION
By: /s/ R. Jeffrey Bixler
-----------------------------------
Title: Vice President and Secretary
1
<PAGE> 2
I hereby certify that the foregoing amendment to the Plan was duly approved
by the shareholders of Health Care and Retirement Corporation on September 24,
1998.
Executed on this 24th day of September, 1998.
By: /s/ R. Jeffrey Bixler
------------------------------
Title: Vice President, General
Counsel and Secretary
2
<PAGE> 1
EXHIBIT 4.4
FIRST AMENDMENT TO HEALTH CARE AND RETIREMENT CORPORATION
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
Pursuant to the authority of the Board of Directors under Section 7.2 of
the Health Care and Retirement Corporation Stock Option Plan for Outside
Directors, the Board hereby amends the Plan as follows:
1. Article I of the Plan is amended by the addition thereto of a new
Section 1.18, to read, in its entirety, as follows:
SECTION 1.18 - COMMITTEE
"Committee" shall mean a committee of the Board of Directors
consisting of members of the Board of Directors, appointed by the
Chairman, who are not Outside Directors of the Corporation. The
committee shall perform the functions and have the authority of the
Board as set forth in Section 7.2 hereof.
2. Section 7.2 of the Plan is amended to read, in its entirety, as
follows:
SECTION 7.2 - AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN
The Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to time by
the Committee. However, without approval of the Company's stockholders
given within twelve months before or after the action by the
Committee, no action of the Committee may, except as provided in
Section 2.3, increase any limit imposed in Section 2.1 on the maximum
number of shares which may be issued on exercise of Options,
materially modify the eligibility requirements of Section 3.1, reduce
the minimum Option price requirements of Section 4.2, extend the limit
imposed in this Section 7.2 on the period during which Options may be
granted or amend or modify the Plan in a manner requiring stockholder
approval under Rule 16b-3. Notwithstanding anything to the contrary
contained herein, the Committee, with respect to the Plan or any
Option, shall not: (i) amend or modify any provision concerning the
amount, price and timing of any Option (including, without limitation,
the provisions of Sections 3.2 and 4.2 of the Plan) more than once
every six months, other than to comport with changes in the Code, the
Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder; or (ii) otherwise amend or modify the Plan or any
Option in any manner inconsistent with the requirements of Rule
16b-3(c) (2) (ii). Neither the amendment,
<PAGE> 2
suspension nor termination of the Plan shall, without the consent of
the holder of the Option, alter or impair any rights or obligations
under any Option theretofore granted. No Option may be granted during
any period of suspension nor after termination of the Plan, and in no
event may any Option be granted under this Plan after the first to
occur of the following events:
(a) The expiration of ten years from the date the Plan is
adopted by the Board; or
(b) The expiration of ten years from the date the Plan is
approved by the Company's stockholders under Section 7.3.
3. This First Amendment shall be effective on or as of February 1, 1996.
In all other respects the Plan shall remain in full force and effect as
originally adopted.
IN WITNESS WHEREOF, the Board of Directors has caused this First Amendment
to be executed by a duly authorized officer of the Company, as of this 1st day
of February, 1996.
HEALTH CARE AND RETIREMENT
CORPORATION
By: /s/ Paul A. Ormond
------------------------
Paul A. Ormond, Chairman
Attest:
By: /s/ R. Jeffrey Bixler
------------------------------
R. Jeffrey Bixler, Secretary
2
<PAGE> 1
EXHIBIT 4.5
SECOND AMENDMENT TO THE
HEALTH CARE AND RETIREMENT CORPORATION
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
---------------------------------------
Pursuant to the authority reserved to the Committee (the "Committee") of
the Board of Directors of Health Care and Retirement Corporation (the "Company")
appointed to administer the Stock Option Plan for Outside Directors ("Plan")
under Section 7.2 of the Plan, the Committee hereby amends the Plan as follows:
1. Article 1 of the Plan is amended by the addition thereto of a new
Section 1.19, to read, in its entirety, as follows:
SECTION 1.19 - TRANSFERABLE OPTION
----------------------------------
"Transferable Option" means an Option which by its terms, as
determined by the Committee and as set forth in the applicable Option
Agreement (or an amendment thereto), may be transferred by the Optionee,
in writing and with written notice thereof to the Committee, by gift,
without the receipt of any consideration: (i) to such Optionee's spouse;
(ii) to any child or more remote lineal descendant of such Optionee or
to the spouse of any such child or more remote lineal descendant; or
(iii) to any trust, custodianship, or other similar fiduciary
relationship maintained for the benefit of any one or more of such
persons, but is otherwise nontransferable except by will or the
applicable laws of descent and distribution.
2. Article I of the Plan is further amended by the addition thereto of a
new Section 1.20, to read, in its entirety, as follows:
SECTION 1.20 - TRANSFEREE
-------------------------
"Transferee" shall mean any person or entity to whom or to which an
Optionee has transferred a Transferable Option.
3. Article III of the Plan is amended to read, in its entirety, as follows:
(C) The Committee shall determine from time to time, in its absolute
discretion, the terms and conditions of such Options, consistent with
the Plan, including, but not limited to such terms and conditions as may
be required in order to make an Option a Transferable Option.
4. Section 4.1 of the Plan is amended by the addition thereto of the
follows:
<PAGE> 2
Stock Option Agreements evidencing Transferable Options shall contain
(or may be amended contain) such terms and conditions as may be
necessary to meet the definition of a Transferable Option under
Section 1.18 hereof.
5. Section 5.1 of the Plan is amended to read, in its entirety, as
follows:
SECTION 5.1 - PERSONS ELIGIBLE TO EXERCISE
------------------------------------------
During the lifetime of the Optionee, only he or his Transferee,
if any, may exercise an option (or any portion thereof) granted to
him. After the death of the Optionee, any exercisable portion of any
Option may, prior to the time when such portion becomes unexercisable
under the Plan or the applicable Stock Option Agreement, be exercised
by his Transferee, if any, or by his personal representative or any
other person empowered to do so under the deceased and distribution.
All of the terms and conditions of any Option in the hands of the
Optionee's will under the then applicable laws of descent and
distribution. All of the terms and conditions of any Option in the
hands of the Optionee during his lifetime shall be and remain fully
applicable and binding on his Transferee, if any, and on any other
person who may become eligible to exercise such Option.
6. Section 7.1 of the Plan is amended to read, in its entirety, as
follows:
SECTION 7.1 - OPTIONS NOT TRANSFERABLE
--------------------------------------
No Option or interest or right therein or part thereof shall be
liable for the debts, contracts or engagements of the Optionee or his
or his successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or
any other means whether such disposition be voluntary or involuntary
or by operation of law by judgement, levy, attachment, garnishment or
any other legal or equitable proceedings (including bankruptcy), and
any attempted disposition thereof shall null and void and of no
effect; provided, however, that nothing in this Section 7.1 shall
prevent any transfer of Transferable Option in accordance with its
terms of any transfer by will of by the applicable laws of descent and
distribution.
7. This Second Amendment shall be effective on or as of February 1,
1996. In all other respects the Plan shall remain in full force and effect as
originally adopted.
IN WITNESS WHEREOF, the Committee has cause this Second Amendment to be
executed by a duly authorized officer of the Company, as of this 1st day of
February, 1996.
2
<PAGE> 3
HEALTH CARE AND RETIREMENT
CORPORATION
By: /s/ Paul A. Ormond
-------------------------
Paul A. Ormond, Chairman
Attest:
By: /s/ R. Jeffrey Bixler
----------------------------
R. Jeffrey Bixler, Secretary
3
<PAGE> 1
Exhibit 4.6
THIRD AMENDMENT TO
HEALTH CARE AND RETIREMENT CORPORATION
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
THIS THIRD AMENDMENT TO THE HEALTH CARE AND RETIREMENT CORPORATION STOCK
OPTION PLAN FOR OUTSIDE DIRECTORS, dated as of , 1998, is
made and adopted by HEALTH CARE AND RETIREMENT CORPORATION, a Delaware
corporation (the "Company"). Capitalized terms used but not otherwise defined
herein shall have the respective meanings ascribed to such terms in the Plan (as
defined below).
WHEREAS, the Company has adopted the Amended Health Care and Retirement
Corporation Stock Option Plan for Outside Directors (the "Plan") for the benefit
of its outside directors;
WHEREAS, effective as of February 1, 1996, the Company amended the Plan
pursuant to that certain First Amendment to Health Care and Retirement
Corporation Stock Option Plan for Outside Directors, and effective as of
February 1, 1996, the Company further amended the Plan pursuant to that certain
Second Amendment to Health Care and Retirement Corporation Stock Option Plan for
Outside Directors;
WHEREAS, the Company desires to amend the Plan so as to increase the number
of shares reserved for issuance thereunder; and
WHEREAS, this Third Amendment was duly adopted by a resolution of the Board
of Directors of the Company dated as of August , 1998, subject to approval
thereof by the Company's shareholders.
NOW THEREFORE, in consideration of the foregoing, the Company hereby amends
the Plan as follows:
1. Section 2.1 of the Plan is hereby amended by deleting the second
sentence of such Section in its entirety and replacing it with the following
sentence:
"The aggregate number of such shares which may be issued upon exercise of
Options shall not exceed 800,000 shares."
2. This Third Amendment shall be and is hereby incorporated
in and forms a part of the Plan.
3. This Third Amendment shall be effective as of the effective time of
the merger of Manor Care, Inc. ("Manor Care") with and into
Catera Acquisition Corp. ("Merger Sub"), a wholly owned subsidiary
of the Company, with Manor Care being the surviving corporation,
pursuant to that certain Amended and Restated Agreement and Plan of
Merger dated as of June 10, 1998 by and among Manor Care, Merger Sub
and the Company.
4. Except as set forth herein, the Plan shall remain in full force and
effect.
IN WITNESS WHEREOF, the Company has caused this amendment to the Plan to be
executed by its duly authorized officer as of August 13, 1998.
HEALTH CARE AND
RETIREMENT CORPORATION
By: /s/ R. Jeffrey Bixler
-------------------------------
Title: Vice President and Secretary
1
<PAGE> 2
I hereby certify that the foregoing amendment to the Plan was duly approved
by the shareholders of Health Care and Retirement Corporation on September 24,
1998.
Executed on this 24th day of September, 1998.
By: /s/ R. Jeffrey Bixler
----------------------
2
<PAGE> 1
EXHIBIT 5
[LATHAM & WATKINS LETTERHEAD]
September 24, 1998
Health Care and Retirement Corporation
One SeaGate
Toledo, Ohio 43604-2616
Re: Registration Statement on Form S-8
Health Care and Retirement Corporation
Stock Option Plans
Ladies and Gentlemen:
We have acted as your special counsel in connection with the
above-captioned Registration Statement (the "Registration Statement") with
respect to the offer and sale of up to 3,500,000 shares (the "Shares") of common
stock of Health Care and Retirement Corporation, par value $.01 per share,
pursuant to the Health Care and Retirement Corporation Stock Option Plan for
Outside Directors and the Health Care and Retirement Corporation Amended Stock
Option Plan for Key Employees.
We are familiar with the proceedings taken and proposed to be
taken by you in connection with the authorization, issuance and sale of the
Shares, and for the purposes of this opinion, have assumed such proceedings will
be timely completed in the manner presently proposed. In addition, we have made
such legal and factual examinations and inquires, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
<PAGE> 2
LATHAM & WATKINS
Health Care and Retirement Corporation
September 24, 1998
Page 2
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
We are opining herein as to the effect on the subject
transaction of the General Corporation Law of the State of Delaware, and we
express no opinion with respect to the applicability thereto, or the effect
thereon, of any other laws.
Subject to the foregoing, it is our opinion that the Shares
have been duly authorized and, upon issuance, delivery and payment therefor in
the manner contemplated by the Registration Statement, will be validly issued,
fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) and related Prospectuses pertaining to the Health Care and Retirement
Corporation Stock Option Plan for Outside Directors and the Health Care and
Retirement Corporation Amended Stock Option Plan for Key Employees of our report
dated January 27, 1998 with respect to the consolidated financial statements and
schedule of Health Care and Retirement Corporation included in its Annual Report
(Form 10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Toledo, Ohio
September 23, 1998
