form8k.htm
 
 
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 (Date of Earliest Event Reported):
 
October 23, 2007

 
Manor Care, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
1-10858
34-1687107
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
 
 
333 N. Summit Street, Toledo, Ohio
 
43604-2617
_________________________________
(Address of principal executive offices)
 
___________
(Zip Code)

 
 
 
Registrant’s telephone number, including area code:
 
419-252-5500
 
Not Applicable
______________________________________________
Former name or former address, if changed since last report
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 

Item 7.01 Regulation FD Disclosure.

In connection with its obligations under the indentures for certain of its convertible notes, Manor Care, Inc. (the “Company”) notified the trustees and the noteholders that the merger under the Agreement and Plan of Merger, dated as of July 2, 2007 (the “Merger Agreement”), between the Company and MCHCR-CP Merger Sub Inc. (“MergerCo”) is currently expected to occur on November 7, 2007, subject to receipt of certain regulatory approvals and satisfaction of other closing conditions.  There can be no assurance that the closing will occur on such date.  MergerCo is indirectly owned and controlled by The Carlyle Group.

Statements contained in this Form 8-K that are not historical facts may be forward-looking statements within the meaning of federal law. Such forward-looking statements reflect management’s beliefs and assumptions and are based on information currently available to management. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from those expressed or implied in such statements. Such factors are identified in the public filings made by the Company with the Securities and Exchange Commission and include changes in the health care industry because of political and economic influences, changes in regulations governing the industry, changes in reimbursement levels including those under the Medicare and Medicaid programs, changes in the competitive marketplace, and changes in current trends in the cost and volume of general and professional liability claims. There can be no assurance that such factors or other factors will not affect the accuracy of such forward-looking statements.
 


 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
Manor Care, Inc.
 
 
 
 
  
October 23, 2007
 
By:
 
/s/ Paul A. Ormond
 
 
 
 
Name:  Paul A. Ormond
 
 
 
 
Title:   Chairman, President and Chief
          Executive Officer