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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Phantom Stock Units | (3) | 12/21/2007 | D | 618 (3) | (3) | (3) | Common Stock | 618 | $ 67 (3) | 0 | D | ||||
Phantom Stock Units Plan B | (4) | 12/21/2007 | D | 205.9 (4) | (4) | (4) | Common Stock | 205.9 | $ 67 (4) | 0 | D | ||||
Stock Appreciation Rights | $ 34.3 (5) | 12/21/2007 | D | 5,000 (5) | 02/04/2007(5) | 02/05/2014(5) | Common Stock | 5,000 | $ 67 (5) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wood Daniel A 333 NORTH SUMMIT STREET TOLEDO, OH 43604 |
Vice President |
By: Matthew S. Kang, attorney-in-fact For: Daniel A. Wood | 12/24/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This report relates to the exempt disposition of issuer securities by the reporting person pursuant to the Agreement and Plan of Merger, dated as of July 2, 2007, between MCHCR-CP Merger Sub Inc. and the issuer (the "Merger Agreement"). These securities were disposed pursuant to the Merger Agreement in exchange for a cash payment of $67.00 per share. |
(2) | Shares of issuer common stock held indirectly under the HCR Manor Care Stock Purchase and Retirement Savings 401(k) Plan (the "401(k) Plan") were disposed pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $67.00 per share, and such cash was reallocated and invested under an alternative investment option under the 401(k) Plan. |
(3) | Pursuant to the Merger Agreement, each share of Phantom Stock held under the HCR Manor Care Senior Management Savings Plan for Corporate Officers (the "SMSPCO Plan") ceased to represent the right to receive a share of issuer common stock and was converted into the right to receive an amount in cash equal to $67.00. Such cash was credited under the SMSPCO Plan and may be notionally reinvested in accordance with the terms of the SMSPCO Plan. |
(4) | Pursuant to the Merger Agreement, each share of Phantom Stock held under the Manor Care, Inc. Nonqualified Retirment Savings and Investment Plan (the "RSIP Plan") ceased to represent the right to receive a share of issuer common stock and was converted into the right to receive an amount in cash equal to $67.00. Such cash was credited under the RSIP Plan and may be notionally reinvested in accordance with the terms of the RSIP Plan. |
(5) | This stock appreciation right, which gave the holder a right to the difference in value (if any) of the underlying issuer common stock, was, in accordance with the Merger Agreement (whether or not then exercisable), canceled and converted into the right to receive a cash payment equal to the product of the number of shares subject to the stock appreciation right as of the effective time of the merger, multiplied by the excess (if any) of the $67.00 per share cash merger consideration over the exercise price per share of the stock appreciation right. |