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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 25, 1998
HCR MANOR CARE, INC.
(Exact name of registrant as specified in charter)
Delaware 0-10858 34-1687107 (State or
(Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
One SeaGate 43604-2616
Toledo Ohio (Zip Code)
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code: (419) 252-5500
Registrants former name, changed since last report: Health Care and Retirement
Corporation
Item 2. Acquisition or Disposition of Assets.
On September 25, 1998, Manor Care, Inc., a Delaware corporation ("Manor
Care") and Health Care and Retirement Corporation ("HCR") and Catera Acquisition
Corporation, a Delaware corporation ("Merger Sub"), consummated their merger
transaction as set forth in the Amended and Restated Agreement and Plan of
Merger dated as of June 10, 1998 between HCR, Merger Sub and Manor Care (the
"Merger Agreement"), as amended, whereby Merger Sub merged with and into Manor
Care and Manor Care remained as the surviving corporation and a wholly owned
subsidiary of HCR (the "Merger"). Upon consummation of the Merger, HCR has been
renamed HCR Manor Care, Inc.
Pursuant to the Merger Agreement, upon consummation of the Merger, with
certain limited exceptions, the owner of each issued and outstanding share of
Manor Care common stock, par value $.10 per share is converted into the right
to receive one (1.0) share of HCR Manor Care, Inc. common stock, par value
$.01 per share. Upon completion of the transaction, the stockholders of Manor
Care will become stockholders of HCR Manor Care, Inc.
In connection with the execution and delivery of the Merger Agreement and
the transactions contemplated thereby, the Board of Directors of HCR authorized
the execution and delivery of a Second Amendment, dated as of June 10, 1998,
to HCR's Rights Agreement dated as of May 2, 1995, as amended, which is filed
herewith as Exhibit 4.1.
In connection with the consummation of the Merger, HCR Manor Care, Inc.
entered into a Registration Rights Agreement with certain affiliates of Manor
Care, which is filed herewith as Exhibit 4.2.
HCR and Manor Care issued a joint press release on September 24, 1998
announcing approval of the Merger transaction by the stockholders of HCR and
Manor Care, which is filed herewith as Exhibit 99.1.
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HCR Manor Care, Inc. issued a press release on September 25, 1998
announcing the consummation of the Merger transaction between HCR and Manor
Care, which is filed herewith as Exhibit 99.2.
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed with this report:
2.1 Amended and Restated Agreement and Plan of Merger, dated June 10,
1998, by and among Manor Care, Inc., Catera Acquisition Corp. and
Health Care and Retirement Corporation (filed as Annex A to the
Joint Proxy Statement/Prospectus included in Registration
Statement number 333-61677). Exhibits and Schedules to the
Amended and Restated Agreement and Plan of Merger have not been
filed, but will be provided supplementally to Commission upon
request.
4.1 Second Rights Amendment dated as of June 10, 1998 between
Health Care and Retirement Corporation and Harris Trust
and Savings Bank.
4.2 Registration Rights Agreement dated as of September
25, 1998 between HCR Manor Care, Inc. and Stewart Bainum,
Stewart Bainum, Jr., Bainum Associates Limited Partnership, MC
Investment Limited Partnership, Realty Investment Company, Inc.
Mid Pines Associates Limited Partnership, The Stewart Bainum
Declaration of Trust and The Jane L. Bainum Declaration of
Trust.
99.1 Press Release dated September 24, 1998.
99.2 Press Release dated September 25, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
HCR MANOR CARE, INC.
Date: October 1, 1998 By: /s/ R. Jeffrey Bixler
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Vice President, General Counsel
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