UNITED STATES
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: May 25, 2006
(Date of earliest event reported)
Manor Care, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State of
Incorporation)
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1-10858
(Commission File Number)
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34-1687107
(IRS Employer
Identification No.) |
333 N. Summit Street
Toledo, Ohio 43604-2617
(Address of principal executive offices)
(419) 252-5500
(Registrants telephone number, including area code)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section 1Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On May 25, 2006, Manor Care, Inc. (Manor Care) entered into an accelerated share repurchase
agreement (the Agreement) with Merrill Lynch Financial Markets, Inc. (Merrill Lynch).
Pursuant to the Agreement, Manor Care repurchased approximately 2.6 percent of its outstanding
common stock on an accelerated basis for an aggregate cost of approximately $100 million. The
repurchase program is expected to be completed by September 29, 2006. At settlement, Manor Care
may receive additional shares based on the average share price during the contract period. Manor
Care expects to hold the common shares repurchased as treasury stock.
A copy of the Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein in its entirety by reference.
Section 7Regulation FD
Item 7.01. Regulation FD Disclosure.
On May 25, 2006, Manor Care issued a press release reporting the entry into the Agreement described
in Item 1.01 above.
A copy of the press release is furnished as a part of this Current Report on Form 8-K as Exhibit
99.2 and is incorporated herein in its entirety by reference.
Section 9Financial Statements or Exhibits
Item 9.01. Financial Statements and Exhibits.
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99.1 |
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Accelerated Share Repurchase Agreement, dated May 25, 2006,
among Manor Care, Inc. and Merrill Lynch Financial Markets, Inc. |
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99.2 |
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Press Release dated May 25, 2006 issued by Manor Care, Inc. |