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)
November 1, 1996
MANOR CARE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-7645 52-1200376
(Commission File Number) (IRS Employer Identification No.)
11555 Darnestown Road, Gaithersburg, Maryland 20878
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(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code (301) 979-4000
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Item 2. Acquisition or Disposition of Assets.
On November 1, 1996, Manor Care, Inc. (the "Company")
distributed (the "Distribution") to the holders of record on
October 10, 1996 (the "Record Date") of the Company's common
stock, par value $0.10 (the "Company Common Stock"), one share
of common stock, par value $0.01 (the "Choice Common Stock"),
of Choice Hotels International, Inc. ("Choice") for every share
of Company Common Stock. As a result of the tax-free Distribu-
tion, Choice owns all of the businesses and assets of, and is
responsible for the liabilities associated with, the lodging
and hotel franchise business operations (the "Lodging Busi-
ness") previously conducted by the Company and certain of its
subsidiaries. Choice Common Stock is now listed on the New
York Stock Exchange and trades under the symbol "CCH." For
purposes of governing the ongoing relationships between the
Company and Choice after the Distribution, and in order to pro-
vide for an orderly transfer of the Lodging Business to Choice
and facilitate the transition to two separate publicly-traded
companies, the Company and Choice have entered into various
agreements setting forth the Company's and Choice's on-going
responsibilities regarding various matters. The agreements are
included as exhibits hereto.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Distribution Agreement dated as of
October 31, 1996 between Manor Care,
Inc. and Choice Hotels Holdings, Inc.
(to be renamed Choice Hotels Interna-
tional, Inc.)
2.2 Corporate Services Agreement dated as of
November 1, 1996 between Choice Hotels
International, Inc. and Manor Care, Inc.
2.3 Employee Benefits Administration Agree-
ment dated as of November 1, 1996
between Choice Hotels International,
Inc. and Manor Care, Inc.
2.4 Employee Benefits & Other Employment
Matters Allocation Agreement dated as of
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November 1, 1996 between Choice Hotels
International, Inc. and Manor Care, Inc.
2.5 Gaithersburg Lease Agreement dated as of
November 1, 1996 between Choice Hotels
International, Inc. and Manor Care, Inc.
2.6 Loan Agreement dated as of November 1,
1996 between Choice Hotels Interna-
tional, Inc. and Manor Care, Inc.
2.7 Procurement Services Agreement dated as
of November 1, 1996 between Choice
Hotels International, Inc. and Manor
Care, Inc.
2.8 Risk Management Consulting Services
Agreement dated as of November 1, 1996
between Choice Hotels International,
Inc. and Manor Care, Inc.
2.9 Silver Spring Lease Agreement dated as
of November 1, 1996 between Choice
Hotels International, Inc. and Manor
Care, Inc.
2.10 Tax Administration Agreement dated as of
November 1, 1996 between Choice Hotels
International, Inc. and Manor Care, Inc.
2.11 Tax Sharing Agreement dated as of
November 1, 1996 between Choice Hotels
International, Inc. and Manor Care, Inc.
2.12 Time Sharing Agreement dated as of
November 1, 1996 between Choice Hotels
International, Inc. and Manor Care, Inc.
2.13 Trademark Agreement dated as of
November 1, 1996 between Choice Hotels
International, Inc. and Manor Care, Inc.
2.14 Pilot Services Agreement dated
November 1, 1996 between Choice Hotels
International, Inc. and Manor Care, Inc.
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2.15 Vehicle Lease Agreement dated
November 1, 1996 between Choice Hotels
International, Inc. and Manor Care, Inc.
10.1 Amended and Restated Competitive Advance and
Multi-Currency Revolving Credit Facility
Agreement dated as of November 30, 1994, as
amended and restated as of September 6, 1996
between Manor Care, Inc. and The Chase Manhattan
Bank (formerly Chemical Bank)
10.2 Amendment Agreement dated September 6,
1996
20 Letter to Manor Care, Inc.'s Stockhold-
ers dated October 15, 1996
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SIGNATURE
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 under-
signed hereunto duly authorized.
MANOR CARE, INC.
(Registrant)
By: /s/ James H. Rempe
--------------------------
Name: James H. Rempe
Title: Senior Vice President
and Secretary
Date: November 5, 1996