Registration No. 33-87640
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Post-Effective
Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
Manor Care, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 34-1687107 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
333 N. Summit Street, Toledo, Ohio (Address of Principal Executive Offices) | 43604-2617 (Zip Code) |
HCR STOCK PURCHASE AND RETIREMENT SAVINGS PLAN
(FORMERLY KNOWN AS HEALTH CARE AND RETIREMENT
CORPORATION OF AMERICA STOCK PURCHASE AND SAVINGS PROGRAM)
(Full title of the Plans)
Richard A. Parr II, Esq.
Vice President and General Counsel
333 N. Summit Street
Toledo, Ohio 43604-2617
(Name and address of agent for service)
(419) 252-5500
(Telephone number, including area code, of agent for service)
Copy to:
Patrick H. Shannon, Esq.
Latham & Watkins LLP
555 Eleventh Street, NW
Suite 1000
Washington, DC 20004-1304
(202) 637-2200
This Post-Effective Amendment No. 1 to Form S-8 Registration Statement is being filed solely to remove from registration securities that were registered and will not be issued in connection with the registrant’s offering.
The Form S-8 Registration Statement (Registration No. 33-87640) (the “Registration Statement”) of Manor Care, Inc., a Delaware corporation (the “Company”), pertaining to the registration of 400,000 shares of the Company’s common stock, par value $0.01 per share, issuable pursuant to the HCR Stock Purchase and Retirement Savings Plan (formerly known as the Health Care and Retirement Corporation of America Stock Purchase and Savings Program) (the “Plan”), to which this Post-Effective Amendment No. 1 relates, was originally filed with the Securities and Exchange Commission on December 20, 1994.
Pursuant to the Merger Agreement dated as of July 2, 2007, between the Company and MCHCR-CP Merger Sub Inc. (“MergerCo”), MergerCo is expected to merge with and into the Company on December 21, 2007 (the time of such merger, the “Effective Time”), with the Company as the surviving entity (the “Merger”). The Merger was approved by the holders of the Company’s common stock on October 17, 2007, as required under Delaware law and the terms of the Merger Agreement. As a result of the Merger, the holders of shares of the Company’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the effective time of the Merger (except as otherwise agreed, and excluding shares owned by the Company, as treasury stock, or by MergerCo or its sole stockholder, which will be canceled in accordance with the Merger Agreement, and any shares for which stockholders have sought appraisal rights under Delaware law) will be entitled to receive $67.00 in cash per share, without interest (the “Merger Consideration”), and all such shares shall no longer be outstanding and shall cease to exist, and each holder of a certificate that immediately prior to the effective time of the Merger represented any such shares of the Company’s common stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration.
As a result of the Merger, the Company has terminated all offerings of the Company’s securities pursuant to certain existing registration statements, including the Registration Statement, as of the Effective Time. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities of the Company which remain unsold at the termination of the offering subject to the Registration Statement, the Company hereby removes from registration all securities registered under the Registration Statement that remain unissued or unobligated as of the Effective Time.
Item 8. Exhibits.
The following document is filed as an exhibit to this Registration Statement:
Exhibit Number | Description of Exhibit | |||
24.1 | Power of Attorney |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on December 21, 2007.
MANOR CARE, INC. | |||
By: | /s/ Richard A. Parr II | ||
Richard A. Parr II | |||
Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by the following persons, in the capacities and on the date indicated.
Signature | Title | Date | ||
* | Director | December 21, 2007 | ||
Mary Taylor Behrens | ||||
* | Vice President and Chief Financial Officer (Principal Financial Officer) | December 21, 2007 | ||
Steven M. Cavanaugh | ||||
* | Director | December 21, 2007 | ||
Joseph F. Damico | ||||
* | Executive Vice President and Chief Operating Officer; Director | December 21, 2007 | ||
Stephen L. Guillard | ||||
* | Director | December 21, 2007 | ||
William H. Longfield | ||||
* | Vice President and Controller (Principal Accounting Officer) | December 21, 2007 | ||
Spencer C. Moler | ||||
* | Chairman of the Board and Director; President and Chief Executive Officer (Principal Executive Officer) | December 21, 2007 | ||
Paul A. Ormond | ||||
* | Director | December 21, 2007 | ||
John T. Schwieters | ||||
* | Director | December 21, 2007 | ||
Richard C. Tuttle | ||||
* | Director | December 21, 2007 | ||
Gail R. Wilensky | ||||
* | Director | December 21, 2007 | ||
Thomas L. Young |
* | Richard A. Parr II, by signing his name hereto, does hereby sign this document on behalf of each of the above-named officers and/or directors of the Company pursuant to powers of attorney duly executed by such persons. |
By: | /s/ Richard A. Parr II | |||
Richard A. Parr II, Attorney-in-Fact | ||||