<PAGE> 1
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 1-10858
HEALTH CARE AND RETIREMENT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 34-1687107
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
ONE SEAGATE, TOLEDO, OHIO 43604-2616
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (419) 252-5500
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
------------------- -------------------
COMMON STOCK, $.01 PAR VALUE NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ X ]
(Cover page 1 of 2 pages)
<PAGE> 2
Based on the closing price of $46.8125 per share on March 12, 1998, the
aggregate market value of the registrant's voting stock held by non-affiliates
was $2,031,544,533. Solely for purposes of this computation, the registrant's
directors and executive officers have been deemed to be affiliates. Such
treatment is not intended to be, and should not be construed to be, an admission
by the registrant or such directors and officers that all of such persons are
"affiliates", as that term is defined under the Securities Act of 1934.
The number of shares of Common Stock, $.01 par value, of
Health Care and Retirement Corporation outstanding as of
March 12, 1998 was 44,829,892.
DOCUMENTS INCORPORATED BY REFERENCE
The following document is incorporated herein by reference in the Part
indicated:
Specific portions of the registrant's Proxy Statement for the Annual
Stockholders' Meeting to be held May 5, 1998 are incorporated by reference
in Part III.
(Cover page 2 of 2 pages)
<PAGE> 3
FORM 10-K/A
HEALTH CARE AND RETIREMENT CORPORATION
Health Care and Retirement Corporation hereby amends its Annual Report on Form
10-K for the fiscal year ended December 31, 1997 by adding Exhibits 27.1 and
27.2 for the restatement of the financial data schedules for the periods ended
June 30, 1996, September 30, 1996, December 31, 1996, March 31, 1997, June 30,
1997 and September 30, 1997. The financial data schedules are being restated for
the earnings per share line items as HCR changed its method of computing
earnings per share (EPS) as required by Statement of Financial Accounting
Standards No. 128 "Earnings Per Share" effective December 31, 1997. EPS amounts
for prior periods have been restated.
ITEM 14. EXHIBITS
- ------------------
EXHIBITS
S-K Item 601
No. Document
- ------------
*27.1 -- Financial Data Schedules that are being restated for the
six months ended June 30, 1996, the nine months ended
September 30, 1996 and the year ended December 31, 1996.
*27.2 -- Financial Data Schedules that are being restated for the
three months ended March 31, 1997, the six months ended June
30, 1997 and the nine months ended September 30, 1997.
* Filed herewith.
1
<PAGE> 4
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
HEALTH CARE AND RETIREMENT CORPORATION
(Registrant)
by /s/ Geoffrey G. Meyers
-----------------------
Geoffrey G. Meyers
Executive Vice President, Chief
Financial Officer and Treasurer
DATE: March 30, 1998
2
<PAGE> 5
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
27.1 Financial Data Schedules that are being restated for the six
months ended June 30, 1996, the nine months ended September
30, 1996 and the year ended December 31, 1996.
27.2 Financial Data Schedules that are being restated for the
three months ended March 31, 1997, the six months ended
June 30, 1997 and the nine months ended September 30, 1997.
3
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 6-MOS 9-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996 DEC-31-1996
<PERIOD-START> JAN-01-1996 JAN-01-1996 JAN-01-1996
<PERIOD-END> JUN-30-1996 SEP-30-1996 DEC-31-1996
<CASH> 4,746 3,430 2,389
<SECURITIES> 0 0 0
<RECEIVABLES> 117,197 123,850 128,112
<ALLOWANCES> 12,803 12,920 13,335
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 136,358 139,688 146,990
<PP&E> 603,278 615,418 640,219
<DEPRECIATION> 92,730 99,804 106,762
<TOTAL-ASSETS> 770,195 792,485 802,784
<CURRENT-LIABILITIES> 137,827 146,084 124,451
<BONDS> 174,831 186,471 202,295
0 0 0
0 0 0
<COMMON> 489 489 489
<OTHER-SE> 379,161 381,249 392,545
<TOTAL-LIABILITY-AND-EQUITY> 770,195 792,485 802,784
<SALES> 0 0 0
<TOTAL-REVENUES> 381,912 581,117 782,023
<CGS> 0 0 0
<TOTAL-COSTS> 306,353 465,684 625,331
<OTHER-EXPENSES> 14,787 22,752 30,677
<LOSS-PROVISION> 3,020 4,328 8,073
<INTEREST-EXPENSE> 0 0 11,798
<INCOME-PRETAX> 40,801 62,561 84,918
<INCOME-TAX> 12,240 18,768 25,475
<INCOME-CONTINUING> 28,561 43,793 59,443
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 28,561 43,793 59,443
<EPS-PRIMARY> 0.62 0.95 1.30
<EPS-DILUTED> 0.59 0.91 1.24
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-START> JAN-01-1997 JAN-01-1997 JAN-01-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997
<CASH> 8,106 1,600 2,904
<SECURITIES> 0 0 0
<RECEIVABLES> 139,541 143,016 155,869
<ALLOWANCES> 13,962 14,099 15,829
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 162,652 157,595 169,243
<PP&E> 653,448 668,181 677,635
<DEPRECIATION> 114,017 121,467 129,308
<TOTAL-ASSETS> 889,572 900,570 916,027
<CURRENT-LIABILITIES> 132,263 139,595 140,050
<BONDS> 273,626 262,367 260,365
0 0 0
0 0 0
<COMMON> 489 489 489
<OTHER-SE> 399,070 412,703 428,679
<TOTAL-LIABILITY-AND-EQUITY> 889,572 900,570 916,027
<SALES> 0 0 0
<TOTAL-REVENUES> 213,912 434,268 660,874
<CGS> 0 0 0
<TOTAL-COSTS> 170,415 344,923 523,097
<OTHER-EXPENSES> 8,766 17,855 27,303
<LOSS-PROVISION> 1,480 3,522 6,418
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> 23,555 48,403 74,595
<INCOME-TAX> 7,231 14,860 22,901
<INCOME-CONTINUING> 16,324 33,543 51,694
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 16,324 33,543 51,694
<EPS-PRIMARY> 0.37 0.75 1.16
<EPS-DILUTED> 0.35 0.72 1.11
</TABLE>
