<PAGE> 1
As filed with the Securities and Exchange Commission on December 23, 1999
Registration No. 333-___
================================================================================
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 registrant as specified in its charter)
34-1687107
Delaware (I.R.S. Employer
(State of incorporation) Identification Number)
MANOR CARE, INC.
333 North Summit Street
Toledo, Ohio 43604-2617
(419) 252-5500
(Address of principal executive offices)
HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN
(FULL TITLE OF THE PLAN)
------------------
<TABLE>
<S> <C> <C>
R. Jeffrey Bixler Copies to: Mark D. Gerstein
Vice President, General Counsel and Secretary Latham & Watkins
Manor Care, Inc. Sears Tower, Suite 5800
333 North Summit Street Chicago, Illinois 60606
Toledo, Ohio 43604-2617 (312) 876-7700
(419) 252-5500 Counsel to Registrant
</TABLE>
(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 (1) to be registered offering price per aggregate offering registration fee
share (2) price
- --------------------------------- -------------------- ---------------------- ------------------------ -----------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 200,000 Shares $14.1875 $2,837,500 $749.10
per share
================================= ==================== ====================== ======================== =============================
</TABLE>
(1) In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(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 December 17, 1999, which
was $14.1875 per share.
================================================================================
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement provides for an increase in the
number of shares of common stock ($0.01 par value) (the "Common Stock") of Manor
Care, Inc. (the "Company") which are registered for issuance pursuant to the HCR
Stock Purchase and Retirement Savings Plan ("the Plan"). On December 20, 1994
the Company filed with the Securities and Exchange Commission a Registration
Statement on Form S-8 (File No. 333-87640) relating to 400,000 shares of Common
Stock to be offered and sold under the HCR Stock Purchase and Retirement Savings
Plan (the "Prior Registration Statement"), and the contents of such prior
Registration Statement are incorporated into this Registration Statement by
reference. Pursuant to Rule 416, the number of registered shares was increased
to 600,000 when the Common Stock underwent a 3-for-2 split in the form of a
stock dividend effective June 5, 1996. This Registration Statement increases the
number of registered shares of Common Stock from 600,000 to 800,000. The Items
below contain information required in this Registration that was not included in
the Prior Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The documents listed below have been filed by the Company with the
Securities and Exchange Commission (the "Commission") and are incorporated in
this Registration Statement by reference:
a. The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998;
b. The Company's Quarterly Report on Form 10-Q for the
fiscal quarters ended March 31, June 30 and September 30, 1999;
c. All other reports filed by the Company pursuant to
Section 13(a) and 15(d) of the Securities Exchange Act of 1934 since the end of
the Company's fiscal year ended December 31, 1998; and
d. The Plan's Annual Report on form 11-K for the fiscal year
ended December 31, 1998.
<PAGE> 3
Item 8. Exhibits
Exhibit Number Description
-------------- -----------
4.1 First Amendment to the HCR Stock Purchase and
Retirement Savings Plan
4.2 Second Amendment to the HCR Stock Purchase and
Retirement Savings Plan
4.3 Third Amendment to the HCR Stock Purchase and
Retirement Savings Plan
4.4 Fourth Amendment to the HCR Stock Purchase and
Retirement Savings Plan
5 Opinion of R. Jeffrey Bixler, General Counsel of
the Company
23.1 Consent of Ernst & Young LLP
23.2 Consent of R. Jeffrey Bixler (included in the
opinion filed as Exhibit 5)
<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, thereunto
duly authorized, in the City of Toledo, State of Ohio, on December 23, 1999.
MANOR CARE, INC.
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> <C>
)
/s/ Stewart Bainum, Jr. Chairman of the Board, Director )
- ------------------------------------ )
Stewart Bainum, Jr. )
)
s/ Stewart Bainum Director )
- ------------------------------------ )
Stewart Bainum )
)
)
/s/ Joseph H. Lemieux Director )
- ------------------------------------ )
Joseph H. Lemieux ) December 23, 1999
)
)
/s/ William H. Longfield Director )
- ------------------------------------ )
William H. Longfield )
)
)
/s/ Frederic V. Malek Director )
- ------------------------------------ )
Frederic V. Malek )
)
)
/s/ Geoffrey G. Meyers Executive Vice President and Chief )
- ------------------------------------ Financial Officer (Principal Financial )
Geoffrey G. Meyers Officer) )
)
)
/s/ Spencer C. Moler Vice President and Controller (Principal )
- ------------------------------------ Accounting Officer) )
Spencer C. Moler )
)
/s/ Paul A. Ormond President and Chief Executive Officer )
- ------------------------------------ (Principal Executive Officer); Director )
Paul A. Ormond )
)
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C>
)
/s/ Robert G. Siefers Director )
- ------------------------------------ )
Robert G. Siefers )
)
)
/s/ M. Keith Weikel Senior Executive Vice President and Chief )
- ------------------------------------ Operating Officer; Director )
M. Keith Weikel )
)
)
/s/ Gail R. Wilensky Director )
- ------------------------------------ )
Gail R. Wilensky )
)
/s/ Thomas L. Young Director )
- ------------------------------------ )
Thomas L. Young )
</TABLE>
Pursuant to the requirements of the Securities Act of 1933,
the plan administrator has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Toledo, State of Ohio, on December 23, 1999.
HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN
By: MANOR CARE, INC.
EMPLOYEE BENEFITS COMMITTEE
PLAN ADMINISTRATOR
By: /s/ Wade B. O'Brian
-----------------------------------
Name: Wade B. O'Brian
---------------------------------
Title: Chairman
---------------------------------
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------ ----------- ----
<S> <C> <C>
*4.1 First Amendment to the HCR Stock Purchase and Retirement Savings Plan E-1
*4.2 Second Amendment to the HCR Stock Purchase and Retirement Savings Plan E-5
*4.3 Third Amendment to the HCR Stock Purchase and Retirement Savings Plan E-14
*4.4 Fourth Amendment to the HCR Stock Purchase and Retirement Savings Plan E-20
*5 Opinion of R. Jeffrey Bixler E-25
*23.1 Consent of Ernst & Young LLP E-26
*23.2 Consent of R. Jeffrey Bixler (included in opinion filed as Exhibit 5)
<FN>
- ----------------------
* Filed herewith
</TABLE>
<PAGE> 1
Exhibit 4.1
FIRST AMENDMENT TO THE
HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN
In the exercise of the powers and authority conferred upon and reserved to
Health Care and Retirement Corporation of America under and by virtue of Section
12.02 of the HCR Stock Purchase and Retirement Savings Plan, hereinafter called
the "Plan," Health Care and Retirement Corporation of America hereby amends said
Plan in the manner and to the extent set forth herein:
1. Section 8.12(h) is added to the Plan to read as follows:
(h) The non-vested portions of a Participant's CMC Contribution
Account shall be 100% vested upon the death of the
Participant.
2. Section 14.09 of the Plan is amended to read as follows:
"14.09 MERGER, CONSOLIDATION, OR TRANSFER OF ASSETS.
This Plan may be merged or consolidated with, or its assets or
liabilities transferred to any other plan provided each Participant
would (if the plan then terminated) receive a benefit immediately after
the merger, consolidation or transfer which is equal to or greater than
the benefit the Participant would have been entitled to receive
immediately before the merger, consolidation or transfer (if the plan
had then terminated), or provided such alternative requirements as may
be imposed by the Treasury Regulations under section 414(l) of the
Code. Appendix B hereof (Merged Plan) lists the plans which have been
merged into this Plan."
3. Appendix A. List of Covered Employers and Employees, attached hereto, has
been revised as of April 1, 1996.
4. Appendix B, Merged Plans, attached hereto has been added to the Plan.
5. The amendment set forth in this Amendment shall be subject to a written
favorable determination of the Internal Revenue Service and such further
amendments as shall be necessary to maintain the continued qualification of the
Plan under section 401 of the Internal Revenue Code and the continued tax exempt
status of the Trust under section 501 of the Internal
E-1
<PAGE> 2
Revenue Code. Upon receipt of such determination, such amendments shall be
effective May 1, 1996.
6. The Plan, as amended, shall continue in full force and effect.
IN WITNESS WHEREOF, Health Care and Retirement Corporation of America has caused
this First Amendment to the HCR Stock Purchase and Retirement Savings Plan to be
executed by its duly authorized officers of this 10th day of May 1996.
HEALTH CARE AND RETIREMENT CORPORATION
OF AMERICA
By: /s/ Paul A. Ormond
-----------------------------
President
ATTEST:
By: /s/ Wade B. O'Brian
---------------------------------------------
Wade B. O'Brian, Vice President, Human Resources
E-2
<PAGE> 3
APPENDIX A
HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN
LIST OF COVERED EMPLOYERS AND EMPLOYEES
---------------------------------------
<TABLE>
<CAPTION>
Employer Location/Company Employees/Union Benefit Status Date
- -------- ---------------- --------------- -------------- ----
<S> <C> <C> <C> <C>
Health Care and All Non-Union #3, #6 Jan. 1, 1986
Retirement All Non-Union #1, #2, #5 Jan. 1, 1995
Corporation of Heartland of Charleston Service Employees Jan. 1, 1995
America International
Marina View Manor Communication Workers Aug. 1, 1996
of America
Heartland Sylvania, OH Non-Union #7, #8 Jan. 1, 1993
Rehabilitation Cherry Hill, NJ Non-Union #7, #8 Apr. 1, 1995
Services, Inc. Toledo, OH (Biomend) Non-Union #7, #8 Apr. 1, 1995
Vineland, NJ (PTPA) Non-Union #7, #8 Apr. 1, 1995
Perrysburg, OH
Lanoka Harbor, NJ Non-Union #7, #8 Oct. 1, 1995
(Mid-Shore) Non-Union #7, #8 Apr. 1, 1996
Roanoke, VA Non-Union #7, #8 Apr. 1, 1996
Vision Management Lima, Ohio Non-Union #9 Aug. 1, 1995
Services, Inc.
Nuvista Refractive Cleveland, OH Non-Union #9 Sep. 1, 1995
Surgery & Laser
Centers, Inc.
RVA Management Toledo, OH Non-Union #9 Oct. 1, 1995
Services, Inc.
As of: May 1, 1996
</TABLE>
E-3
<PAGE> 4
APPENDIX B
----------
HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN
MERGED PLANS
------------
SPONSORING EMPLOYER NAME OF PLAN DATE MERGED
- ------------------- ------------ -----------
E-4
<PAGE> 1
Exhibit 4.2
SECOND AMENDMENT TO THE
HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN
----------------------------------------------
In the exercise of the powers and authority conferred upon and reserved to
Health Care and Retirement Corporation of America under and by virtue of Section
12.02 of the HCR Stock Purchase and Retirement. Savings Plan, hereinafter called
the "Plan", Health Care and Retirement Corporation of America hereby amends said
Plan in the manner and to the extent set forth herein:
1. Section 1.29a is added to the plan to read as follows:
"1.29a Five Percent Owner.
"Five Percent Owner" refers to a Participant if such Participant is
treated as a five percent owner as defined in section 416(i) of the Code
(determined in accordance with section 416 but without regard to whether the
Plan is top-heavy)."
2. Section 1.31 of the Plan is amended to read as follows:
"1.31 HIGHLY COMPENSATED EMPLOYEE.
"Highly Compensated Employee" means any Employee who:
(a) is a Five Percent Owner during the current Plan Year or was a Five
Percent Owner during the preceding Plan Year, or
(b) performs Service for the Employer during the current Plan Year and
who, during the preceding Plan Year received Compensation from the
Employer in excess of $80,000 (as adjusted pursuant to section 415(d)
of the Code)."
3. Section 1.57 of the Plan is amended to read as follows:
"1.57 YEAR OF SERVICE.
E-5
<PAGE> 2
"Year of Service" means a twelve consecutive month period
during which the Employee completes at least 1,000 Hours of Service. A
Year of Service for a Employee is measured from the Employee's
Employment Commencement Date for the initial fiscal year of employment,
if the Employee completes 1,000 Hours of Service in such initial fiscal
year of employment and the first day of each succeeding calendar year
commencing with the calendar year which contains the anniversary date
of the Employee, if such Employee completes 1,000 or more Hours of
Service during such succeeding calendar year. If the Employee does not
complete 1,000 Hours of Service during such initial fiscal year, a Year
of Service will be measured from the first day of a succeeding calendar
year, commencing with the calendar year which contains the anniversary
date of the Employee, in which the Employee completes a 1,000 Hours of
Service and each calendar year thereafter.
Years of Service shall not include a Period of Service prior
to a Break in Service unless following the Break in Service the
Participant completes one Year of Service, and:
(a) before the Break in Service the Participant had a
vested interest in the Participant's account
balances; or
(b) the Participant's Years of Service before that Break
in Service (and not disregarded by reason of any
prior Break in Service) exceed the Participant's
consecutive Breaks in Service; or
(c) the Participant's Break in Service does not equal or
exceed five years."
4. Section 5.02 of the Plan is amended to read as follows:
"5.02 NONDISCRIMINATION REQUIREMENTS FOR MTSO CONTRIBUTIONS
Contributions made under this Plan to a Participant's
MTSO Contributions Account must meet the nondiscrimination requirements
of section 401(k) of the Code. To meet such requirements the actual
deferral percentage test will be applied as set forth in section
401(k)(3) of the Code and Treasury Regulations section 1.401(k)-1(b).
E-6
<PAGE> 3
To the extent that it is necessary in order to comply
with the nondiscrimination requirements of section 401(a) or section
401(k) of the Code, the Employer shall first recharacterize to the
extent possible and then shall distribute the amount of the Excess MTSO
Contributions, as well as income attributable thereto, to Participants
who are Highly Compensated Employees no later than 2 1/2 months after
the close of the Plan Year for which said excess contributions were
authorized. MTSO Contributions of Participants who are Highly
Compensated Employees shall be reduced, and excess contributions
distributed in accordance with the following:
(a) Highly Compensated Participants' MTSO Contributions
shall be reduced and distributed on the basis of the
amount of MTSO Contributions made by or on behalf of
each such Highly Compensated Employee beginning with
those Highly Compensated Participant who have the
largest MTSO Contribution until the MTSO Contribution
of each such Highly Compensated Participant is equal
to the MTSO Contribution of the next highest MTSO
Contribution.
(b) If any excess contribution remain after the above
reduction, then MTSO Contributions made on behalf of
all Participants who are Highly Compensated Employees
shall be similarly reduced until no more MTSO
Contributions remain or the Plan is in compliance.
Income or loss attributable to said excess contributions shall
be determined in the same proportion that each Highly Compensated
Employee's excess contributions bear to the Participant's MTSO
Contributions Accounts.
The distribution of said excess contributions and income or
loss may be made without the consent of the Participant, or the
Participant's spouse, and shall be considered as income to the
Participant for purposes of section 61 of the Code."
5. Section 5.03 of the Plan is amended to read as follows:
"5.03 NONDISCRIMINATION REQUIREMENTS FOR SCO, CMC AND CDC CONTRIBUTIONS
E-7
<PAGE> 4
Contributions made under this Plan to a Participant's SCO
Contributions Account and the Participant's CMC Contributions Account
must meet the nondiscrimination requirements of sections 401(a)(4) and
401(m) of the Code. In determining whether such requirements are met
the actual contribution percentage test will be applied as set forth in
section 401(m)(2) of the Code and section 1.401(m)-1(b) of the Treasury
Regulations.
To the extent that it is necessary in order to comply with the
nondiscrimination requirements of section 401(m) of the Code, the
Employer shall distribute the amount of the Excess Aggregate
Contributions, taking into account income or loss attributable thereto,
to Participants who are Highly Compensated Employees no later than 2
1/2 months after the close of the Plan Year for which said Excess
Aggregate Contributions were authorized. "Excess Aggregate
Contributions" means the amount described in section 401(m)(6)(B) of
the Code.
To the extent that it is necessary to comply with section
401(a)(4) of the Code, matching contributions attributable to MTSO
Contributions that are recharacterized or distributed pursuant to
Section 5.02 hereof (Nondiscrimination Requirements for MTSO
Contributions) or Section 8.09 hereof (Distributions of Excess MTSO
Deferrals) shall be forfeited.
Excess Aggregate Contributions of Participants who are Highly
Compensated Participants shall be reduced and distributed, in
accordance with the following:
(a) Highly Compensated Participants' SCO, CMC and CDC
Contributions shall be reduced and distributed on the
basis of the amount of SCO, CMC and CDC Contributions
made by or on behalf of each such Highly Compensated
Employee beginning with those Highly Compensated
Participants who have the largest SCO, CMC and CDC
Contributions (combined) until the SCO, CMC and CDC
Contributions of each such Highly Compensated
Participant is equal to the SCO, CMC and CDC
Contributions of the next highest SCO, CMC, and CDC
Contributions.
E-8
<PAGE> 5
(b) If any Excess Aggregate Contribution remains after
the preceding reduction, then next all remaining SCO,
CMC and CDC Contributions shall be similarly reduced
until no more SCO, CMC and CDC Contributions remain
or the Plan is in compliance.
The determination of the income or loss attributable to the
Excess Aggregate Contributions shall be in accordance with the
following:
(a) If SCO Contributions are distributed, the
attributable income or loss shall be in the same
proportion that the Highly Compensated Participant's
distributed SCO Contribution bears to the
Participant's SCO Contributions Accounts.
(b) If CMC and CDC Contributions are distributed, the
attributable income or loss shall be in the same
proportion that the Highly Compensated Participant's
distributed CMC and CDC Contributions bears to the
Participant's CMC Contributions Accounts.
The distribution of Excess Aggregate Contributions and income
or loss may be made without the consent of the Participant, or the
Participant's spouse, and shall be considered as income to the
Participant except to the extent of SCO Contributions distributed, for
purposes of section 61 of the Code.
6. Section 8.04 of the Plan is amended to read as follows:
"8.04 METHOD AND MEDIUM OF PAYMENT
The nonforfeitable interest in a Participant's Accounts shall
be payable in cash, except amounts invested in the HCR Stock Fund shall
be distributed in kind unless a written election is made by the
Participant to receive cash or any combination of whole shares and cash
from such Stock Fund. Fractional shares shall be paid in cash on the
basis of the market value of a common share in such Stock Fund on the
day of distribution and any dividend received by the Trustee with
respect to common shares distributed in kind
E-9
<PAGE> 6
shall be paid in cash if the record date for such dividend shall be
after the first day of the month in which the Participant's rights to
such distribution accrues.
The distribution of a Participant's nonforfeitable interest in
the Participant's Accounts shall be made by the Trustee to such
Participant or the Participant's beneficiaries as soon as practicable
upon or after any of the events described in Section 8.01 hereof (Upon
Retirement, Disability or Other Events) in one or a combination of the
following methods as such Participant or beneficiary, subject to a
Qualified Election, may request:
(a) In one lump sum;
(b) In annual installments, in cash or in shares of
Health Care and Retirement Corporation (to the extent
the Participant's Accounts are invested in the HCR
Stock Fund), of substantially equal amounts for a
period of time not to exceed the life expectancy of
the Participant or that of the Participant and the
Participant's designated beneficiary.
The designated beneficiary of a Participant's Accounts must be
the Participant's spouse unless subject to a Qualified Election.
Except as otherwise provided herein, no distribution of a
Participant's Accounts may be made without the consent of the
Participant, or the designated beneficiary. In accordance with rules
and procedures established by the Committee, a Participant who is
retiring or a spouse beneficiary who is entitled to a distribution due
to the Participant's death may elect to defer the commencement of
distribution of the Participant's Accounts to any date. The Committee
in its sole discretion may approve a request for earlier distribution
once election for deferral has been made.
In all events and irrespective of an election to defer,
distributions of benefits of a Participant who is a Five Percent Owner
must commence by April 1 of the calendar year following the calendar
year in which such Participant attains age 70 1/2 under method (b)
above.
E-10
<PAGE> 7
If the Participant's nonforfeitable interest is to be
distributed in other than a lump sum, then the amount to be distributed
each year must be at least an amount equal to the quotient obtained by
dividing the Participant's nonforfeitable interest by the life
expectancy of the Participant or joint and last survivor expectancy of
the Participant and designated beneficiary. Life expectancy and joint
and last survivor expectancy are computed by the use of the return
multiples contained in section 1.72-9 of the Treasury Regulations. For
purposes of this computation, a Participant's or the Participant's
spouse's life expectancy may be recalculated no more frequently than
annually; however, the life expectancy of a non-spouse beneficiary may
not be recalculated. If the Participant's spouse is not the designated
beneficiary, the method of distribution selected must assure that more
than 50% of the present value of the amount available for distribution
is paid within the life expectancy of the Participant.
As required by section 401(a)(14) of the Code, unless the
Participant elects to defer the commencement of distribution in
accordance with this Section 8.04, distribution of the Participant's
Accounts shall commence not later that the 60th day after the latest of
the close of the Plan Year in which:
(a) the Participant attains age 65;
(b) occurs the 10th anniversary of the year in which the
Participant commences participation in the Plan; or
(c) the Participant terminates employment with the Employer.
Once the distribution of a Participant's nonforfeitable
interest has been approved, the amount to be distributed shall be based
on the valuation of the Participant's nonforfeitable interest in the
Participant's Accounts pursuant to Article VII hereof (Valuation of the
Trust Funds) on the day of distribution.
7. Effective October 13, 1996, the following subparagraph (h) is added
before the last paragraph of Section 8.08 to read as follows:
E-11
<PAGE> 8
"(h) "Loan repayments during periods of qualified military
service will be suspended under this Plan as
permitted under section 414(u)(4) of the Code."
8. Effective October 13, 1996, Section 8.13 is added to the Plan to read as
follows:
"8.13 MILITARY SERVICE.
Notwithstanding any provision of this Plan to the
contrary, contributions, benefits and service credit with
respect to qualified military service will be provided in
accordance with section 414(u) of the Code."
9. Appendix A, List of Covered Employers and Employees, attached hereto, has
been revised as of July 1, 1997.
10. Appendix B, Merged Plans, attached hereto, has been updated as of July 1,
1997.
11. The amendment set forth in this Second Amendment shall be subject to a
written favorable determination of the Internal Revenue Service and such further
amendments as shall be necessary to maintain the continued qualification of the
Plan under section 401 of the Internal Revenue Code and the continued tax exempt
status of the Trust under section 501 of the Internal Revenue Code. Upon receipt
of such determination, such amendments shall be effective July 1, 1997 unless
otherwise stated.
12. The Plan, as amended, shall continue in full force and effect.
IN WITNESS WHEREOF, Health Care and Retirement Corporation of America has caused
this' Second Amendment to the HCR Stock Purchase and Retirement Savings Plan to
be executed by its duty authorized officers this 30th day of July, 1997.
HEALTH CARE AND RETIREMENT
CORPORATION OF AMERICA
By: /s/ Paul A. Ormond
--------------------------
President
ATTEST:
By: /s/ R. Jeffrey Bixler
------------------------------------
E-12
<PAGE> 9
APPENDIX A
----------
HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN
LIST OF COVERED EMPLOYERS AND EMPLOYEES
---------------------------------------
<TABLE>
<CAPTION>
Employer Location/Company Employees/Union Benefit Status Date
- -------- ---------------- --------------- -------------- ----
<S> <C> <C> <C> <C>
Health Care and All Non-Union #3, #6 Jan. 1, 1986
Retirement All Non-Union #1, #2, #5 Jan. 1, 1995
Corporation of Heartland of Charleston Service Employees International Jan. 1, 1995
America Communication Workers of America
Marina View Manor Service Employees International Aug. 1, 1996
Communication Workers of America
Heartland of Holly Glen Hospital and Nursing Home Employees Jul. 1, 1997
Union, Division of Hotel Employees
and Restaurant Employees Union
Heartland of Perrysburg Hospital and Nursing Home Employees Jul. 1, 1997
Union, Division of Hotel Employees
and Restaurant Employees Union
Heartland Toledo, OH (HRS) Non-Union #7, #8 Jan. 1, 1993
Rehabilitation Cherry Hill, NJ (CHPT) Non-Union #7, #8 Apr. 1, 1995
Services, Inc. Toledo, OH (Biomend) Non-Union #7, #8 Apr. 1, 1995
Vineland, NJ (PTPA) Non-Union #7, #8 Apr. 1, 1995
Perrysburg, OH (PPT) Non-Union #7, #8 Oct. 1, 1995
Marian, OH (R&B) Non-Union #7, #8 Feb. 1, 1996
Lanoka Harbor, NJ (Mid- Non-Union #7, #8 Apr. 1, 1996
Shore)
Roanoke, VA (Rehab Svcs) Non-Union #7, #8 Apr. 1, 1996
Newark, OH (ACC/ORS) Non-Union #7, #8 Jun. 1, 1996
Cincinnati, OH (HTS) Non-Union #7, #8 Jul. 1, 1996
Orange Park, FL (OPPT) Non-Union #7, #8 Sep. 1, 1996
Lexington, KY (RAC) Non-Union #7, #8 Sep. 1, 1996
Fernando Beach, FL (Amelia) Non-Union #7, #8 Nov. 1, 1996
Gainesville, FL (PTPT) Non-Union #7, #8 Nov. 1, 1996
Maumee, OH (Urgent Care) Non-Union #10 Nov. 1, 1996
Delray Beach, FL (SFP&R) Non-Union #7, #8 Dec. 1, 1996
Marlton, NJ (GSTA) Non-Union #7, #8 Dec. 1, 1996
So. Miami, FL (FSM) Non-Union #7, #8 Jan. 1, 1997
Jacksonville, FL (Ortho) Non-Union #7, #8 Mar. 1, 1997
Wytheville, VA (Blue Ridge) Non-Union #7, #8 Apr. 1, 1997
Vision Management Lima, Ohio Non-Union #9 Aug. 1, 1995
Services, Inc. Perrysburg, OH Non-Union #9 Sep. 1, 1996
Mishawaka, IN Non-Union #9 Feb. 1, 1997
</TABLE>
E-13
<PAGE> 1
Exhibit 4.3
THIRD AMENDMENT TO THE
HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN
----------------------------------------------
In the exercise of the powers and authority conferred upon and reserved to
Health Care and Retirement Corporation of America under and by virtue of Section
12.02 of the HCR Stock Purchase Retirement Savings Plan, hereinafter called the
"Plan", Health Care and Retirement Corporation of America hereby amends said
Plan in the manner and to the extent set forth herein:
1. Section 2.02 of the Plan is amended to read as follows:
"MATCHED TAX SAVER OPTION (MTSO)
Each eligible Participant may elect to defer a percentage of
the Participant's Annual Compensation, in 1% increments up to 17.6% of
Annual Compensation, for each pay period that the Participant remains a
Participant in accordance with procedures established by the Committee.
The Participant's election shall be made at such time and in such
manner as the Committee shall determine. Said election shall remain in
effect until revoked or superseded by a subsequent election pursuant to
procedures established by the Committee.
Except as provided herein, the Employer shall contribute to
the Plan on behalf of the Participant the full amount of the MTSO
Contributions authorized by the Participant. In no event, however,
shall a Participant's MTSO Contributions to this Plan, plus any amounts
deferred under any plans or arrangements that are maintained by the
Company and are described in sections 401(k), 403(b) or 408(k) of the
Code, for any calendar year exceed $10,000 or such other amount as may
be allowable pursuant to section 402(g) of the Code. The Employer shall
automatically discontinue a Participant's MTSO Contributions for the
remainder of the calendar year in the event said Participant reaches
the section 402(g) limitation. Further, a Participant may request a
distribution of the amount of any Excess MTSO Deferrals in accordance
with the provisions of Section 8.09 hereof (Distribution of Excess MTSO
Deferrals).
It is intended that contributions made pursuant to this
Section 2.02 shall not be considered income to the Participant for
purposes of section 61 of the Code. Such contributions shall be deemed
as those made by the Employer for all purposes, the
E-14
<PAGE> 2
limitations of Sections 2.09 and 5.02 hereof (Section 415 Limitations
and Nondiscrimination Requirements for MTSO Contributions)."
2. The last paragraph of Section 8.01 is amended to read as follows:
"UPON RETIREMENT, DISABILITY OTHER OTHER EVENTS.
If the present value of the benefit otherwise payable under
any provision of the Plan to a Participant or the Participant's
beneficiary upon and by reason of the Participant's retirement or other
termination of employment does not currently or at the time of any
prior distribution exceed $5,000, such Participant's benefit shall be
paid to the Participant in a lump sum, in an amount equal to such
present value calculated in accordance with the provisions of Article
VII and Section 8.04 hereof (Valuation of Trust Funds and Method and
Medium of Payment) upon the Participant's retirement or other
termination of employment.
3. The third order of withdrawal in Section 8.07 of the Plan is amended to
read as follows:
"WITHDRAWALS.
THIRD, if Employer contributions are not aggregated with
salary deferrals to meet nondiscrimination tests pursuant to the Code,
and provided that the Participant is 100% vested in the Participant's
CMC Contribution Account, all or part of the balance of the
Participant's pre-1992 CMC Contributions Account, including earnings
and notwithstanding the foregoing all or part of the Participant's
company matching contributions from a Merged Plan, including earnings."
4. Appendix A, List of Covered Employers and Employees, attached hereto,
has been revised as of January 1, 1998.
5. Appendix B, Merged Plans, attached hereto, has been revised as of
January 1, 1998.
6. The amendments set forth in this Third Amendment shall be subject to a
written favorable determination of the Internal Revenue Service and
such further amendments as shall be necessary to maintain the
continued qualification of the Plan under section 401 of the Internal
Revenue Code and the continued tax exempt status of the Trust under
section 501 of the Internal Revenue Code. Upon receipt of such
determination, such amendments shall be effective January 1, 1998
unless otherwise stated.
7. The Plan, as amended, shall continue in full force and effect.
E-15
<PAGE> 3
IN WITNESS WHEREOF, Health Care and Retirement Corporation of America has caused
this Third Amendment to the HCR Stock Purchase and Retirement Savings Plan to be
executed by its duly authorized officers this 30th day of March, 1998.
HEALTH CARE AND RETIREMENT
CORPORATION OF AMERICA
By: /s/ Paul A. Ormond
----------------------
President
ATTEST:
By: /s/ R. Jeffrey Bixler
----------------------------
E-16
<PAGE> 4
APPENDIX A
----------
HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN
LIST OF COVERED EMPLOYERS AND EMPLOYEES
---------------------------------------
<TABLE>
<CAPTION>
Employer Location/Company Employees/Union Benefit Status Date
- -------- ---------------- --------------- -------------- ----
<S> <C> <C> <C> <C>
Health Care and All Non-Union #3, #6 Jan. 1, 1986
Retirement All Non-Union #1, #2, #5 Jan. 1, 1995
Corporation of Heartland of Charleston (WV) Service Employees International Union, Jan. 1, 1995
America AFL-CIO
Marina View Manor Communication Workers of America, Aug. 1, 1996
Milwaukee (WI) AFL-CIO
Heartland of Holly Glen (OH) Hospital and Nursing Home Employees Jul. 1, 1997
Union, Division of Hotel Employees and
Restaurant Employees Union
Heartland of Perrysburg (OH) Hospital and Nursing Home Employees Jul. 1, 1997
Union, Division of Hotel Employees and
Restaurant Employees Union
Heartland of Martinsburg Service Employees International Union, Oct. 1, 1997
(WV) Communication Workers of America
Heartland of Milwaukee (WI) United Food & Commercial Workers Union, Jan. 1, 1998
Local 1444, AFL-CIO
Heartland Health Care Service Employees International Union, Jan. 1, 1998
Center - Adelphia (MD) Local 82
Heartland Health Care Service Employees International Union, Jan. 1, 1998
Center - Hyattsville (MD) Local 82
Heartland Health Care International Union United Automobile Jan. 1, 1998
Center - Three Rivers (MI) Workers Aerospace Agricultural
Implement Workers of America, Local
1996, UAW
Heartland Toledo, OH (HRS) Non-Union #7, #8 Jan. 1, 1993
Rehabilitation Cherry Hill, NJ (CHPT) Non-Union #7, #8 Apr. 1, 1995
Services, Inc. Toledo, OH (Biomend) Non-Union #7, #8 Apr. 1, 1995
Vineland, NJ (PTPA) Non-Union #7, #8 Apr. 1, 1995
Perrysburg, OH (PPT) Non-Union #7, #8 Oct. 1, 1995
Marian, OH (R&B) Non-Union #7, #8 Feb. 1, 1995
Lanoka Harbor, NJ Non-Union #7, #8 Apr. 1, 1996
(Mid-Shore)
Roanoke, VA (Rehab Svcs) Non-Union #7, #8 Apr. 1, 1996
Newark, OH (ACC/ORS) Non-Union #7, #8 Jun. 1, 1996
Cincinnati, OH (HTS) Non-Union #7, #8 Jul. 1, 1996
Orange Park, FL (OPPT) Non-Union #7, #8 Sep. 1, 1996
Lexington, KY (RAC) Non-Union #7, #8 Sep. 1, 1996
</TABLE>
E-17
<PAGE> 5
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Fernando Beach, FL (Amelia) Non-Union #7, #8 Nov. 1, 1996
Gainesville, FL (PTPT) Non-Union #7, #8 Nov. 1, 1996
Maumee, OH (Urgent Care) Non-Union #10 Nov. 1, 1996
Delray Beach, FL (SFP&R) Non-Union #7, #8 Dec. 1, 1996
Marlton, NJ (GSTA) Non-Union #7, #8 Dec. 1, 1996
So. Miami, FL (FSM) Non-Union #7, #8 Jan. 1, 1997
Jacksonville, FL (Ortho) Non-Union #7, #8 Mar. 1, 1997
Wytheville, VA (Blue Ridge) Non-Union #7, #8 Apr. 1, 1997
Vision Lima, Ohio Non-Union #9 Aug. 1, 1995
Management Perrysburg, OH Non-Union #9 Sep. 1, 1996
Services, Inc. Mishawaka, IN Non-Union #9 Feb. 1, 1997
Nuvista Refractive Cleveland, OH Non-Union #9 Sep. 1, 1995
Surgery & Laser
Centers, Inc.
RVA Toledo, OH Non-Union #9 Oct. 1, 1995
Management
Services, Inc.
Heartland Home All Non-Union #16, #17 Aug. 1, 1997
Care, Inc.
Heartland Home All Non-Union #16, #17 Aug. 1, 1997
Health Care
Services, Inc.
Heartland All Non-Union #16, #17 Aug. 1, 1997
Hospices Services,
Inc.
MileStone All Non-Union #7, #8 Jan. 1, 1998
Healthcare, Inc.
</TABLE>
E-18
<PAGE> 6
APPENDIX B
----------
HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN
MERGED PLANS
------------
<TABLE>
<CAPTION>
SPONSORING EMPLOYER NAME OF PLAN DATE MERGED
- ------------------- ------------ -----------
<S> <C> <C>
Heartland Rehabilitation Rehabilitation Administrative August 30, 1996
Services, Inc. Corp., Inc. 401(k) Savings
Retirement Plan
Heartland Home Care, Inc. Heartland Home Care, Inc. July 31, 1997
401(k) Plan
MileStone Healthcare, Inc. MileStone Healthcare 401(k) December 31, 1997
Profit Sharing Plan
</TABLE>
E-19
<PAGE> 1
Exhibit 4.4
FOURTH AMENDMENT TO THE
HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN
----------------------------------------------
In the exercise of the powers and authority conferred upon and reserved to
Health Care and Retirement Corporation of America under and by virtue of Section
12.02 of the HCR Stock Purchase and Retirement Savings Plan, hereinafter called
the "Plan", Health Care and Retirement Corporation of America hereby amends said
Plan in the manner and to the extent set forth herein:
1. The second paragraph of Section 2.01(b) of the Plan is amended to read
as follows:
"2.01(b) COMPANY MATCHING CONTRIBUTIONS
For purposes of this Section 2.01(b), a Participant's MTSO
Contributions shall include MTSO Contributions which are discontinued
and recharacterized as SCO Contributions by the Employer pursuant to
Section 2.03 hereof (Supplemental Contributions Option (SCO)).
2. Section 2.02 of the Plan is amended to read as follows:
"2.02 MATCHED TAX SAVER OPTION (MTSO)
Each eligible Participant may elect to defer a percentage of
the Participant's Annual Compensation, in 1% increments up to 18.0% of
Annual Compensation, for each pay period that the Participant remains a
Participant in the Plan in accordance with procedures established by
the Committee. The Participant's election shall be made at such time
and in such manner as the Committee shall determine. Said election
shall remain in effect until revoked or superseded by a subsequent
election pursuant to procedures established by the Committee.
Except as provided herein, the Employer shall contribute the
amount of the Participant's Annual Compensation deferred pursuant to
this Section 2.02 (hereinafter referred to as the Participant's MTSO
Contributions) to a MTSO Contributions Account set forth in the Plan
for the Participant. In no event, however, shall a Participant's MTSO
Contributions, plus any amounts deferred under any plans or
arrangements that are maintained by the Company and are described in
sections 401(k), 403(b) or 408(k) of the Code, for the calendar year
exceed $10,000 or such other amount as may be allowable pursuant to
section 402(g) of the Code. If the sum of the contributions to a
Participant's MTSO Contributions Account reaches the section 402(g)
limitation during the calendar
E-20
<PAGE> 2
year, the Employer shall discontinue making such contributions to the
Participant's MTSO Contributions Account.
If any deferred amount contributed to the Participant's MTSO
Contributions Account during the calendar year constitutes an Excess
MTSO Contribution, the Participant may request a distribution of such
amount in accordance with the provisions of Section 8.09 hereof
(Distribution of Excess MTSO Deferrals).
It is intended that contributions made pursuant to this
Section 2.02 shall not be considered income to the Participant for
purposes of section 61 of the Code. Such contributions shall be deemed
as those made by the Employer for all purposes, subject to the
limitations of Sections 2.09 and 5.02 hereof (Section 415 Limitations
and Nondiscrimination Requirements for MTSO Contributions)."
3. Section 2.03 of the Plan is amended to read as follows:
"2.03 SUPPLEMENTAL CONTRIBUTION OPTION (SCO)
If the sum of the contributions to a Participant's MTSO
Contributions Account reaches the section 402(g) limitation during the
calendar year, the Employer shall discontinue making such contributions
to the Participant's MTSO Contributions Account and shall commence
making such contributions on an after-tax basis to the Participant's
SCO Contributions Account for the remainder of the calendar year. Said
SCO Contributions shall continue unless the Participant advises the
Employer to discontinue making contributions to the Participant's SCO
Contributions Account or changes the amount of the SCO Contribution
pursuant to procedures established by the Committee.
MTSO contributions which are recharacterized pursuant to
Section 5.02 hereof (Nondiscrimination Requirements for MTSO
Contributions) shall be contributed as applicable to Participants' SCO
Contributions Accounts. Participants' SCO Contributions Accounts shall
be at all times nonforfeitable.
Contributions to a Participant's SCO Contributions Account
must meet the nondiscrimination requirements of section 401(m) of the
Code as described in Section 5.03 hereof (Nondiscrimination
Requirements for SCO, CMC and CDC Contributions)."
4. A new second paragraph is added to Section 6.02 of the Plan to read as
follows:
"6.02 LIMITATIONS ON INVESTMENT OF THE TRUST FUND
E-21
<PAGE> 3
Participants may redirect investments in the HCR Stock Fund in
accordance with rules and procedures established by the Committee."
5. Appendix A, List of Covered Employers and Employees, attached hereto,
has been revised as of January 1, 1999.
6. The amendments set forth in this Fourth Amendment shall be subject to a
written favorable determination of the Internal Revenue Service and
such further amendments as shall be necessary to maintain the continued
qualification of the Plan under section 401 of the Internal Revenue
Code and the continued tax exempt status of the Trust under section 501
of the Internal Revenue Code. Upon receipt of such determination, such
amendments shall be effective January 1, 1999 unless otherwise stated.
7. The Plan, as amended, shall continue in full force and effect.
IN WITNESS WHEREOF, Health Care and Retirement Corporation of America has caused
this Fourth Amendment to the HCR Stock Purchase and Retirement Savings Plan to
be executed by its duly authorized officers this 31st day of December, 1998.
HEALTH CARE AND RETIREMENT
CORPORATION OF AMERICA
By: /s/ Paul A. Ormond
--------------------------------
President
ATTEST
By: /s/ R. Jeffrey Bixler
- ---------------------------------
E-22
<PAGE> 4
APPENDIX A
----------
HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN
LIST OF COVERED EMPLOYERS AND EMPLOYEES
---------------------------------------
<TABLE>
<CAPTION>
Employer Location/Company Employees/Union Benefit Status Date
- -------- ---------------- --------------- -------------- ----
<S> <C> <C> <C> <C>
Health Care and All Non-Union #3, #6 Jan. 1, 1986
Retirement All Non-Union #1, #2, #5 Jan. 1, 1995
Corporation of Heartland of Charleston Service Employees International Union, Jan. 1, 1995
America (WV) AFL-CIO
Marina View Manor Communication Workers of America, Aug. 1, 1996
Milwaukee (WI) AFL-CIO
Heartland of Holly Glen (OH) Hospital and Nursing Home Employees Jul. 1, 1997
Union, Division of Hotel Employees
and Restaurant Employees Union
Heartland of Perrysburg (OH) Hospital and Nursing Home Employees Jul. 1, 1997
Union, Division of Hotel Employees and
Restaurant Employees Union
Heartland of Martinsburg Service Employees International Union, Oct. 1, 1997
(WV) Communication Workers of America
Heartland of Milwaukee (WI) United Food & Commercial Workers Union, Jan. 1, 1998
Local 1444
Heartland Health Care Service Employees International Union, Jan. 1, 1998
Center - Adelphia (MD) Local 82
Heartland Health Care Service Employees International Union, Jan. 1, 1998
Center - Hyattsville (MD) Local 82
Heartland Health Care International Union United Automobile Jan. 1, 1998
Center - Three Rivers (MI) Workers Aerospace Agricultural
Implement Workers of America, Local
1996, UAW
Shawano (WI) United Food & Commercial Workers Union, Jan. 1, 1999
Local 73A
</TABLE>
E-23
<PAGE> 5
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Heartland Toledo, OH (HRS) Non-Union #7, #8 Jan. 1, 1993
Rehabilitation Cherry Hill, NJ (CHPT) Non-Union #7, #8 Apr. 1, 1995
Services, Inc. Toledo, OH (Biomend) Non-Union #7, #8 Apr. 1, 1995
Vineland, NJ (PTPA) Non-Union #7, #8 Apr. 1, 1995
Perrysburg, OH (PPT) Non-Union #7, #8 Oct. 1, 1995
Marian, OH (R&B) Non-Union #7, #8 Feb. 1, 1995
Lanoka Harbor, NJ Non-Union #7, #8 Apr. 1, 1996
(Mid-Shore)
Roanoke, VA (Rehab Svcs) Non-Union #7, #8 Apr. 1, 1996
Newark, OH (ACC/ORS) Non-Union #7, #8 Jun. 1, 1996
Cincinnati, OH (HTS) Non-Union #7, #8 Jul. 1, 1996
Orange Park, FL (OPPT) Non-Union #7, #8 Sep. 1, 1996
Lexington, KY (RAC) Non-Union #7, #8 Sep. 1, 1996
Fernando Beach, FL (Amelia) Non-Union #7, #8 Nov. 1, 1996
Gainesville, FL (PTPT) Non-Union #7, #8 Nov. 1, 1996
Maumee, OH (Urgent Care) Non-Union #10 Nov. 1, 1996
Delray Beach, FL (SFP&R) Non-Union #7, #8 Dec. 1, 1996
Marlton, NJ (GSTA) Non-Union #7, #8 Dec. 1, 1996
So. Miami, FL (FSM) Non-Union #7, #8 Jan. 1, 1997
Jacksonville, FL (Ortho) Non-Union #7, #8 Mar. 1, 1997
Wytheville, VA (Blue Ridge) Non-Union #7, #8 Apr. 1, 1997
Farmington, MI (Diversified) Non-Union #7, #8 May 1, 1998
Vision Management Lima, Ohio Non-Union #9 Aug. 1, 1995
Services, Inc. Perrysburg, OH Non-Union #9 Sep. 1, 1996
Mishawaka, IN Non-Union #9 Feb. 1, 1997
Nuvista Refractive Cleveland, OH Non-Union #9 Sep. 1, 1995
Surgery & Laser
Centers, Inc.
RVA Management Toledo, OH Non-Union #9 Oct. 1, 1995
Services, Inc.
Heartland Home Care, All Non-Union #16, #17 Aug. 1, 1997
Inc.
Heartland Home Health All Non-Union #16, #17 Aug. 1, 1997
Care Services, Inc.
Heartland Hospices All Non-Union #16, #17 Aug. 1, 1997
Services, Inc.
MileStone Healthcare, All Non-Union #7, #8 Jan. 1, 1998
Inc.
</TABLE>
E-24
<PAGE> 1
Exhibit 5
December 23, 1999
Manor Care, Inc.
333 North Summit Street
Toledo, Ohio 43604-2607
Re: Registration Statement on Form S-8 with respect to
200,000 shares of Common Stock, par value $.01 per share
--------------------------------------------------------
Ladies and Gentlemen:
This will refer to the preparation and filing by Manor Care,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the issuance by the Company of 200,000 shares of the Company's Common Stock, par
value $.01 per share (the "Shares"), pursuant to the HCR Stock Purchase and
Retirement Savings Plan (the "Plan").
In my capacity as General Counsel of the Company, I am
familiar with the proceedings taken and proposed to be taken by the Company 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, I have made such legal and
factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to my satisfaction of such documents,
corporate records and instruments, as I have deemed necessary or appropriate for
purposes of this opinion.
In my examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals and
the conformity to authentic original documents of all documents submitted to me
as copies.
Subject to the foregoing, it is my opinion that the Shares
have been duly authorized and, when issued and delivered pursuant to the Plan,
and when the Registration Statement shall have become effective, will be legally
issued and will be fully paid and nonassessable.
I consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to me contained under the heading
"Interests of Named Experts and Legal Counsel".
Very truly yours,
/s/ R. Jeffrey Bixler
R. Jeffrey Bixler
Vice President, General
Counsel and Secretary
E-25
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the HCR Stock Purchase and Retirement Savings Plan of our
reports (a) dated January 28, 1999, with respect to the consolidated financial
statements and schedule of Manor Care, Inc. (formerly known as HCR Manor Care,
Inc.) included in its Annual Report (Form 10-K) and (b) dated May 21, 1999, with
respect to the financial statements and schedules of the HCR Stock Purchase and
Retirement Savings Plan included in The Plan's Annual Report (Form 11-K), both
for the year ended December 31, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Toledo, Ohio
December 20, 1999
E-26
