ITEM 1. Business.
General
Manor Care, Inc. ("Manor Care"), a Delaware corporation organized in August 1981, is a holding company that conducts its business through the Manor Care Hotel Division ("Hotel Division") and three principal subsidiaries, Manor Healthcare Corp. ("Healthcare"), Vitalink Pharmacy Services, Inc. ("Vitalink") and Choice Hotels International, Inc. ("Choice"). Healthcare and its subsidiaries have been engaged since October 1968 in the business of developing, owning and managing nursing centers, which provide skilled nursing and convalescent care principally for residents over the age of 65. Healthcare owns approximately 82.3% of Vitalink, a public company that operates institutional pharmacies. Healthcare also owns and operates an acute care general hospital, rehabilitation centers, assisted living centers and nursing assistant training schools. Choice franchises the use of the "Quality," "Comfort," "Clarion," "Sleep," "Rodeway," "Econo Lodge" and "Friendship" trademarks and other related trademarks and services. The Hotel Division is engaged in the business of owning and operating hotels in the United States under the Choice trademarks. Other subsidiaries of Manor Care are engaged in owning, operating and franchising hotels in foreign countries.
In fiscal year 1995, Manor Care derived approximately 32.6% of its total revenues through Medicare and Medicaid programs; aside from the foregoing, Manor Care has no few or single customers upon whom it is dependent.
Industry Segments
The Business Segment Information set forth on page 28 of the Company's 1995 Annual Report is hereby incorporated by reference.
Manor Healthcare Corp. - Healthcare Operations
Manor Care, through Healthcare and its subsidiaries, owns, operates or manages 179 nursing centers (including 18 medical and physical rehabilitation centers), which provide high acuity services, skilled nursing care, intermediate nursing care, custodial care and assisted living, principally for residents over the age of 65. Manor Care and its subsidiaries also own and operate an acute care hospital, 18 pharmacies, 5 nursing assistant training schools and 15 assisted living centers.
Nursing Center Operations
Healthcare's nursing centers provide, in general, five types of services:
-- High acuity services - for persons who require complex medical and physical rehabilitation services (patients who would otherwise be treated in an acute care hospital setting).
-- Skilled nursing care - for persons who require 24-hour-a-day professional services of a registered nurse or a licensed practical nurse.
-- Intermediate care - for persons needing less intensive nursing care than that provided to those requiring skilled care.
-- Custodial care - for persons needing a minimum level of care.
-- Assisted living - for persons needing some supervision and assistance with personal care.
Services provided to all patients include the required type of nursing care, room and board, special diets, occupational, speech, physical and recreational therapy and other services that may be specified by the patient's physician, who directs the admission, treatment and discharge of that patient.
Each high acuity, skilled and intermediate nursing center is under the direction of a state-licensed nursing center administrator supported by other professional personnel, such as a medical director, social worker, dietitian and recreation staff. Nursing departments in each such facility are under the supervision of a director of nurses who is state licensed.
The nursing staffs are composed of other registered nurses and licensed practical nurses, as well as nursing assistants. Staff size and composition vary depending on the size and location of each facility.
Manor Care has developed a Quality Assurance Program to ensure that high standards of care are maintained in each center. The Quality Assurance Department is composed of a director, registered nurses, dietitians, nutrition specialists, an environmental services specialist and a recreational therapist. These staff specialists set corporate standards for delivery of care, direct the Quality Improvement Program, and provide consulting and educational services to the centers.
Manor Care's nursing centers range in bed capacity from 52 to 240 beds, have an aggregate bed capacity of 23,830 beds, and achieved an occupancy rate of 90% during the 1995 fiscal year. Manor Care's nursing centers are located in 28 states: Arizona, California, Colorado, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Maryland, Michigan, Missouri, Nevada, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Pennsylvania, South Carolina, South Dakota, Texas, Utah, Virginia, Washington and Wisconsin.
The nursing centers are modern structures generally of wall-bearing masonry with fire resistive or protective floor and roof suspension systems. Most have been designed to permit private and semi-private patient room accommodations, and rooms at some facilities may be converted to accommodate up to four beds. Most facilities have individually controlled heating and air-conditioning units. Each nursing center contains a fully equipped kitchen, an isolation room, day room areas, administrative offices and most contain a physical therapy room. Many of Manor Care's centers have specialized wings for assisted living, Alzheimer's patients, individuals with catastrophic injuries, and persons desiring extra amenities and activities. Manor Care believes all of the nursing centers and related equipment are in good condition and well maintained.
Manor Care has reorganized its healthcare operations into three new divisions. The Long-Term Care Division, in addition to operating general purpose skilled nursing centers, operates MedBridge facilities offering post- acute care for patients who no longer need hospital care. Ten MedBridge facilities and eight MedBridge units within skilled nursing centers currently operate in Colorado, Delaware, Illinois, Maryland, New Jersey, Ohio, Pennsylvania and Virginia. During 1995, the Company opened one new 100-bed nursing center in Ohio, and additions totaling 142 beds to 8 existing centers. The Company also acquired three nursing centers located in Illinois and Maryland for approximately $26,560,000. Manor Care currently has 2 new nursing centers with 120 beds each under construction in Florida and Illinois. Additions totaling 107 beds to 3 existing centers also are under construction.
The Assisted Living Division operates Springhouse Senior Residences (assisted living facilities designed for the frail elderly) and Arden Courts (assisted living facilities for persons with early to mid-stage
Alzheimer's who do not yet need nursing care). There are 12 Springhouse facilities, located in California, Florida, Maryland, Michigan, North Carolina and Ohio, which include 2 facilities converted from hotels and opened during the year and 6 newly acquired facilities. Six facilities were acquired during the year for approximately $30,185,000. There are five Arden Courts in Illinois, Maryland and Pennsylvania, three that opened in fiscal 1995 and one each in June and July 1995.
The Alternate Site Services Division is exploring the entry into new businesses such as home healthcare and hospice programs.
Patients seeking the services of the nursing centers come from a variety of sources, and are principally referred by hospitals and physicians. Most of Manor Care's nursing centers participate in state Medicaid and in the federal Medicare program (see "Federal and State Assistance Programs"). However, Manor Care attempts to locate and operate its nursing centers in a manner designed to attract patients who pay directly to the facilities for services without benefit of any government assistance program ("private patients").
As a general rule, the profit margin is higher with private patients than with patients to whom services are rendered with government assistance programs. The following table sets forth certain information concerning revenues from government assistance programs for all of Manor Care's health care operations during fiscal year 1995:
*Represents the estimated difference between private patient billing rates and amounts recoverable under government programs.
The following table sets forth certain information concerning occupancy and revenues of Manor Care's nursing centers and hospital during fiscal year 1995:
Hospital Operations
Manor Care owns and operates Mesquite Community Hospital in Mesquite, Texas, a Dallas suburb. The 172 licensed bed facility, which opened in 1978, is a general medical/surgical acute care hospital fully accredited by the Joint Commission for the Accreditation of Health Care Organizations. Services include obstetrics, emergency services, coronary/intensive care, day surgery, skilled nursing, and geriatric psychiatry. Fully equipped, modern ancillary and diagnostic services include MRI, CT, nuclear medicine, cardiac catheterization and ultrasound with doppler. The medical staff, representing virtually every medical and surgical specialty, admit and refer patients into the hospital from their private office practices. Patient services are reimbursed from traditional insurance programs, managed care (HMO and PPO), Medicare and Medicaid. The hospital is in the midst of a 30,000 square foot, two-story addition, which will be completed in Spring 1996 and house a new emergency services department and a four operating suite day surgery center.
Pharmacy Operations
Healthcare owns 82.3% of Vitalink Pharmacy Services, Inc. ("Vitalink"), a publicly traded company that owns and operates 18 pharmacies located in California, Colorado, Florida, Illinois, Indiana, Iowa, Maryland, New Jersey, Ohio, Oregon, Pennsylvania, Texas and Wisconsin.
Vitalink operates institutional pharmacies, which provide, in general, three types of services:
-- Customized filling of prescription and non-prescription medications for individual patients pursuant to physician orders delivered to nursing facilities.
-- Consultant pharmacist services to help ensure quality patient care through monitoring and reporting on prescription drug therapy.
-- Infusion therapy services, consisting of a product (nutrient, antibiotic, chemotherapy or other drugs or fluids) and its administration by tube, catheter or intravenously. Vitalink prepares and delivers the product, which is administered by nursing center staff.
Pursuant to various master agreements, a portion of Vitalink's business is with Manor Care. As of May 31, 1995, Vitalink had contracts to serve 16,000 Manor Care beds and 26,400 beds not affiliated with Manor Care, resulting in revenues of $54,734,000 and $57,523,000, respectively, for fiscal 1995.
In April 1995, Vitalink purchased a pharmacy business in San Antonio, Texas, for $2,451,000, and in July 1995, Vitalink purchased a pharmacy business in Loveland, Colorado, for $2,400,000. In June 1994, Vitalink sold its last retail pharmacy, located in Appleton, Wisconsin, for $144,000.
Training School Operations
Medical Aid Training Schools, Inc., a subsidiary of Healthcare, operates five nursing assistant training schools located in New York. The schools provide training for entry level nursing assistants for nursing facilities and home health care.
Regulation
Manor Care's healthcare facilities are subject to certain federal statutes and regulations and to regulatory licensing requirements by state and local authorities. All of Manor Care's facilities are currently so licensed. In addition, the facilities are subject to various local building codes and other ordinances. It is anticipated that government regulation of the healthcare industry will become more comprehensive in the future. The extent of the impact of such increased regulation on Manor Care's operations and earnings cannot be predicted.
State and local agencies survey all nursing centers on a regular basis to determine whether such centers are in compliance with governmental operating and health standards and conditions for participation in government medical assistance programs. Such surveys include reviews of patient utilization of healthcare facilities and standards for patient care. Manor Care endeavors to maintain and operate its facilities in compliance with all such standards and conditions. Manor Care believes that at this time, none of its facilities is in violation of any applicable regulation that would threaten the operation of its business or materially affect the standard of care provided.
Federal and State Assistance Programs
Substantially all Manor Care's nursing centers and the Hospital are currently certified to receive benefits provided under the Federal Health Insurance for the Aged Act (commonly referred to as "Medicare"), and under programs administered by the various states to provide medical assistance to the medically indigent ("Medicaid"). Both initial and continuing qualification of a nursing center or hospital to participate in such programs depends upon many factors including accommodations, equipment, services, patient care, safety, personnel, physical environment, and adequate policies, procedures and controls.
Services under Medicare consist of nursing care, room and board, social services, physical and occupational therapies, drugs, biologicals, supplies, and surgical, ancillary diagnostic and other necessary services of the type provided by extended care or acute care facilities. Under the Medicare program, the federal government pays the reasonable direct and indirect allowable costs (including depreciation and interest) of the services furnished.
Under the various Medicaid programs, the federal government supplements funds provided by the participating states for medical
assistance to medically indigent persons. The programs are administered by the applicable state welfare or social service agencies. Although Medicaid programs vary from state to state, typically they provide for the payment of certain expenses, up to established limits, at rates based generally on cost reimbursement principles.
Funds received by Manor Care under Medicare and Medicaid are subject to audit with respect to the proper application of various payment formulas. Such audits can result in retroactive adjustments of revenue from these programs, resulting in either amounts due to the government agency from Manor Care or amounts due Manor Care from the government agency. Manor Care believes that its payment formulas have been properly applied and that any future adjustments will not have a material adverse impact on its financial position or results of operations.
Both the Medicare and Medicaid programs are subject to statutory and regulatory changes, administrative rulings, interpretations of policy, intermediary determinations and governmental funding restrictions, all of which may materially increase or decrease the rate of program payments to healthcare facilities. Manor Care can give no assurance that payments under such programs will in the future remain at a level comparable to the present level or be sufficient to cover the operating and fixed costs allocable to such patients.
Competition
Manor Care's nursing centers compete on a local and regional basis with other long-term healthcare providers, some of which have greater financial resources or operate on a nonprofit basis. The degree of success with which Manor Care's nursing facilities compete varies from location to location and is dependent on a number of factors. Manor Care believes that the quality of care provided, reputation and physical appearance of facilities, and, in the case of private patients, charges for services, are significant competitive factors. Accordingly, it seeks to meet competition in each locality by establishing a reputation within the local medical communities for competent and competitive nursing center services. There is limited, if any, competition in price with respect to Medicaid and Medicare patients, since revenues for services to such patients are strictly controlled and based on fixed rates and cost reimbursement principles.
Manor Care's Hospital encounters competition in the Mesquite, Texas area where it competes for community and physician acceptance with other hospitals. Vitalink's pharmacies compete with other local distributors of pharmaceuticals.
Hotel Division - Domestic Lodging Operations
The Hotel Division operated 48 hotels containing a total of 7,971 rooms as of May 31, 1995. During 1995, the Hotel Division purchased 16 hotels containing 2,339 rooms in Arizona, Florida, Maryland, Massachusetts,
Michigan, Ohio, Pennsylvania, South Carolina, Texas and Virginia for an aggregate purchase price of approximately $59,800,000.
The hotels operate under the "Clarion," "Comfort," "Quality," "Sleep," "Econo Lodge" and "Rodeway" trade names and are located in Alabama, Arizona, California, Florida, Georgia, Louisiana, Maryland, Massachusetts, Michigan, Missouri, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Utah and Virginia. All of the hotels are owned by Manor Care or its subsidiaries except two hotels located in California, which are leased.
During 1995, lodging revenues and expenses included food and beverage sales of $8,121,000 and costs of sales of $6,866,000.
QH Europe Partnership - Foreign Lodging Operations
Quality Hotels Europe, Inc. and Choice Hotels International, Inc. ("Choice"), subsidiaries of Manor Care, formed QH Europe Partnership in 1994 to own, operate and franchise hotels in Europe. Partnership subsidiaries own three hotels in Germany and one in England containing 610 rooms, which operate under the "Comfort" or "Quality" trade names.
During 1994, Partnership subsidiaries acquired certain assets of a French hotel chain, consisting primarily of franchise rights to approximately 100 hotels (now using the "Comfort" trade name) plus two owned and six leased hotels. During 1995, operations grew to 139 franchisees and eight leased hotels.
Choice Hotels International, Inc. - Franchise Operations
Manor Care owns 100% of the Preferred Stock and approximately 94.5% of the Common Stock of Choice, which franchises the use of the "Quality," "Comfort," "Clarion," "Sleep," "Econo Lodge," "Friendship" and "Rodeway" trademarks.
Services provided to franchisees include national and regional meetings and periodic seminars to provide information on hotel operations and recent developments in the industry, training programs for franchisees and their employees, advertising and marketing, dissemination of directories of franchised locations, participation in a national reservations system and agreements with credit card companies.
Choice also offers its franchisees interior design and decorating services and purchasing services for hotel furniture, fixtures and supplies. During 1995, the revenues and expenses of Choice included hotel supplies sales of $18,227,000 and costs of sales of $13,946,000.
The standard franchise agreement currently offered by Choice for Clarion Hotels (luxury), Quality Inns and Quality Suites (mid-priced), Comfort Inns and Comfort Suites (luxury-budget) and Sleep Inns (economy hotels with standardized design) provides for an initial fee of $300 per guest room with a $40,000 minimum ($35,000 for Quality). Choice sells Econo Lodge and Rodeway Inn franchises (economy brands) for an initial fee
of $250 per guest room ($25,000 minimum). In addition, franchisees are required to pay a royalty fee of 3% to 5% of gross room revenues (depending on brand) and assessments for reservations and marketing services at rates that may be changed to reflect inflation and actual costs incurred. The agreement normally is for a 20-year term.
Choice has discontinued selling new Friendship Inn franchises, and many existing Friendship Inns have been repositioned to the Rodeway brand.
Choice supplies disclosure statements containing information for prospective franchisees in accordance with regulations of the Federal Trade Commission ("FTC"). In addition to the FTC regulations, certain states have requirements for registration of franchisors and disclosure requirements similar to the FTC regulations.
Choice and an affiliate of Journey's End Corporation, a Canadian lodging management company, each own a 50% interest in a corporation that franchises Choice brands in Canada. Choice also has franchised hotels in more than 25 other foreign countries, including England, Ireland, Norway, France, Italy, Germany, India, New Zealand, Australia, Japan, Thailand and Mexico.
As of May 31, 1995, the seven hotel chains comprised 2,835 open and operating hotels with 245,669 rooms, as set forth below:
Competition
The above hotels compete with other hotels in nearby locations, some of which are affiliated with chains that are more widely known or offer different types of services. Demand for accommodations at both franchised and company-owned hotels is affected by such factors as the availability of accommodations in the local area and national and regional economic conditions. The operation of hotels may be seasonal, with a large percentage of revenues generated in the summer months.
In the sale of franchises, Choice competes with many other hotel franchisors, some of which have greater financial resources and offer different fee structures and franchise services. However, Choice believes that its continued growth, innovative hotel brands and successful reservations and marketing services enhance its competitive position.
Employees
As of May 31, 1995, Manor Care employed approximately 27,812 full and part-time employees, 23,135 of whom were employed in healthcare operations, 4,225 of whom were employed in lodging and franchise operations, and the remainder in Manor Care's headquarters.
From time to time, some of Manor Care's nursing centers and the Hospital experience shortages of professional nursing help which may require Manor Care to seek temporary employees through employment agencies at an increased cost. Manor Care does not believe that use of these contract employees has had a material adverse effect on its financial position to date.
A majority of the employees are covered by the federal minimum wage laws, and a few employees are represented by labor unions. Attempts have been made from time to time to unionize employees of certain other facilities. Manor Care believes that it enjoys a good relationship with its employees.
Insurance
Manor Care maintains property insurance on its healthcare and lodging facilities. Manor Care insures some of its liability exposures and self insures, either directly or indirectly through insurance arrangements requiring it to reimburse insurance carriers, some of its liability risks other than catastrophic exposures. Physicians and dentists practicing at the Hospital are responsible for their own professional liability insurance coverage. Manor Care insures its workers' compensation risks in some states and self insures in others.
ITEM 2.
ITEM 2. Properties.
As of May 31, 1995, Manor Care owned, leased or managed 179 nursing and rehabilitation centers in 28 states and one acute care general hospital in Texas, as indicated below:
As of May 31, 1995, Vitalink leased 18 pharmacies in 13 states and its corporate offices in Naperville, Illinois. As of May 31, 1995, Manor Care owned or leased 62 hotels consisting of 48 domestic hotels containing 7,971 guest rooms and 14 hotels containing 1,160 rooms located in foreign countries. Manor Care also owned 15 assisted living centers.
Manor Care owns its three headquarters buildings in Silver Spring, Maryland; a fourth building in Silver Spring that is used by employees and leased to third parties; a building in Phoenix, Arizona, that serves as Western Regional Office of Choice; and several undeveloped parcels. Manor Care also leases office space as needed to accommodate regional employees.
Forty-eight (48) nursing centers and hotels have been pledged to secure related mortgage and capital lease obligations.
ITEM 3.
ITEM 3. Legal Proceedings.
- On September 10, 1985, the U.S. Environmental Protection Agency sued Healthcare and other defendants in U.S. District Court, District of New Jersey, seeking clean-up costs at Lipari Landfill. A subsidiary that Healthcare acquired in its 1981 acquisition of Cenco Incorporated was alleged to have transported wastes to the landfill in the 1960's. The USEPA and the defendants have entered into a Consent Decree requiring the defendants to contribute approximately $52 million for certain clean-up costs. Healthcare's share of the settlement is approximately $2.6 million, most of which is covered by insurance. The USEPA is seeking additional funds from the defendants in connection with a future phase of the clean-up.
- On October 30, 1989, the New Jersey Department of Environmental Protection sued Manor Care and other defendants in U.S. District Court, District of New Jersey, seeking clean-up costs at Kramer Landfill where the Cenco subsidiary allegedly transported wastes. On September 10, 1990, Transtech Industries, Inc. and other parties sued numerous defendants, including the Cenco subsidiary, in U.S. District Court, District of New Jersey, for contribution in connection with clean-up of Kin-Buc Landfill. The State of New Jersey also has issued administrative directives ordering numerous parties, including Manor Care as the alleged successor to the Cenco subsidiary, to contribute to the clean-up of various other landfills.
Manor Care also is subject to other regulatory and legal actions, investigations or claims for damages that arise from time to time in the ordinary course of business. Manor Care is defending the claims against it and believes that these proceedings will not have a material adverse effect on its financial condition or results of operations.
ITEM 4.
ITEM 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year ended May 31, 1995.
EXECUTIVE OFFICERS OF MANOR CARE, INC.
The name, age, title, present principal occupation, business address and other material occupations, positions, offices and employment of each of the executive officers of Manor Care, Inc. ("Manor Care") are set forth below. The business address of each executive officer is 10750 Columbia Pike, Silver Spring, Maryland 20901, unless otherwise indicated.
Stewart Bainum, Jr. (49) Chairman of the Board of Manor Care and Manor Healthcare Corp. ("Healthcare") since March 1987; Chief Executive Officer of Manor Care since March 1987 and President since June 1989; Vice Chairman of the Board of Vitalink Pharmacy Services, Inc. ("Vitalink") since February 1995; Vice Chairman of the Board of Manor Care and subsidiaries from June 1982 to March 1987; Director of Manor Care since August 1981, of Vitalink since September 1991, of Healthcare since 1976 and of Choice Hotels International, Inc. and its predecessors ("Choice") since 1977; Chief Executive Officer of Healthcare since June 1989 and President from May 1990 to May 1991; Chairman of the Board and Chief Executive Officer of Vitalink from September 1991 to February 1995 and President and Chief Executive Officer from March 1987 to September 1991; Chairman of the Board of Choice from March 1987 to June 1990.
Stewart Bainum. (76) Vice Chairman of the Board of Manor Care and subsidiaries since March 1987; Chairman of the Board of Manor Care from August 1981 to March 1987, Chief Executive Officer from July 1985 to March 1987, President from May 1982 to July 1985; Chairman of the Board of Healthcare from 1968 to March 1987 and a Director since 1968; Director of Vitalink from September 1991 to September 1994; Chairman of the Board of Choice from 1972 to March 1987 and a Director since 1963; Chairman of the Board of Realty Investment Company, Inc. since 1965.
Donald J. Landry. (46) President of Choice since January 1995; President of Manor Care Hotel Division since March 1992; various executive positions with Richfield Hotel Management, Inc. and its predecessors for more than 15 years, including President of MHM Corporation.
Weldon Humphries. (58) Senior Vice President-Real Estate and Development of Manor Care since August 1981, of Choice since February 1981 and of Healthcare since December 1980.
James A. MacCutcheon. (43) Senior Vice President, Chief Financial Officer and Treasurer of Manor Care, Healthcare and Choice since September 1993; Senior Vice President-Finance and Treasurer from October 1987 to September 1993; Treasurer of Vitalink since September 1992 and a Director since September 1994; Senior Vice President-Finance and Treasurer and a Director of Vitalink from October 1987 to September 1991.
James H. Rempe. (65) Senior Vice President, General Counsel and Secretary of Manor Care since August 1981, of Choice since February 1981 and of Healthcare since December 1980; Secretary of Vitalink since January 1983 and a Director since September 1994; Senior Vice President and a Director of Vitalink from January 1983 to September 1991.
Charles A. Shields. (51) Senior Vice President-Human Resources of Manor Care since September 1992; Vice President-Human Resources from October 1989 to September 1992.
Leigh C. Comas. (29) Vice President-Finance of Manor Care since August 1995; Assistant Treasurer since September 1993; Manager of Corporate Finance from June 1992 to September 1993; previously a business student at Stanford University Graduate School of Business.
Donald E. Feltman. (40) Vice President-Development of Manor Care since April 1993; previously employed for five years as Director of Development of Marriott Corporation's Senior Living Services Division.
Larry R. Godla. (38) Vice President-Construction of Manor Care since March 1993; Director of Construction from January 1990 to March 1993.
Gary L. Henson. (41) Vice President-Information Resources since September 1993; Director of Information Resources from April 1993 to September 1993; Director of Data Processing Operations from April 1991 to April 1993; Director of Corporate Information Systems from December 1988 to April 1991; various other data processing positions from June 1982 to December 1988.
Alan Marsh. (47) Vice President-Risk Management of Manor Care since September 1986; Vice President-Administration from November 1984 to September 1986.
Gregory D. Miller. (41) Vice President-Strategic Planning of Manor Care since May 1992; Vice President-Marketing and Strategic Planning of Healthcare since March 1995; various planning and marketing positions at Marriott Corporation for more than five years, including Vice President-Planning and Business Development for Courtyard by Marriott.
John M. Sabin. (40) Vice President-Finance and Assistant Treasurer of Manor Care since December 1993; Vice President- Mergers and Acquisitions of Choice since May 1995; Vice President, Corporate Mergers and Acquisitions at Marriott Corporation for more than five years.
Margarita Schoendorfer. (46) Vice President-Controller of Manor Care, Healthcare and Choice since November 1990; Corporate Controller from April 1986 to November 1990; Assistant Corporate Controller from August 1981 to April 1986.
Donald C. Tomasso. (50) President, Long-Term Care Division, of Healthcare since February 1995 and a Director of Healthcare since June 1991; President and Chief Operating Officer of Healthcare from May 1991 to February 1995; Chairman and Chief Executive Officer of Vitalink since February 1995 and Vice Chairman from September 1991 to February 1995; previously employed by Marriott Corporation for more than five years, including as Executive Vice President/General Manager of the Roy Rogers Division.
Joseph Buckley. (47) President, Assisted Living Division, of Healthcare since February 1995; Senior Vice President- Information Resources and Development of Manor Care from June 1990 to February 1995; Vice President-Information Resources from July 1989 to June 1990; Vice President-Real Estate from September 1983 to July 1989.
Mark L. Gildea. (43) President, Alternate Site Services Division, of Healthcare since December 1994; Vice President, Managed Care Marketing, from December 1993 to December 1994; Executive Vice President of Option Care, Inc. from October 1992 to December 1993; previously employed by Caremark, Inc. for over 10 years, including as Area Vice President.
Donna L. DeNardo. (43) President and Chief Operating Officer of Vitalink since September 1991; Vice President of Healthcare and Vice President and General Manager of Vitalink from December 1989 to September 1991; various management positions with Healthcare from 1977 to December 1989 including Senior Regional Director of Nursing Facility Operations. Business address: 1250 East Diehl Road, Naperville, Illinois 60563.
Robert C. Hazard, Jr. (60) Co-Chairman of Choice since January 1995 and a Director since December 1980; Chairman from June 1990 to January 1995 and Chief Executive Officer from December 1980 to January 1995; President from December 1980 to June 1990.
Gerald W. Petitt. (49) Co-Chairman of Choice since January 1995 and a Director since December 1980; President from June 1990 to January 1995 and Chief Operating Officer from December 1980 to January 1995; Executive Vice President from December 1980 to June 1990.
PART II
ITEM 5.
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The shares of Manor Care's Common Stock are listed and traded on the New York Stock Exchange. Information on the high and low sales prices of Manor Care's Common Stock during the past two years is included on page 28 of the 1995 Annual Report and is incorporated herein by reference.
As of July 31, 1995, there were 3,131 record holders of Manor Care Common Stock.
Information required on the frequency and amount of any dividends declared during the past two years with respect to such Common Stock is included on page 28 of the 1995 Annual Report and is incorporated herein by reference.
PART IV
3. Exhibits
(b) No report on Form 8-K was filed during the last quarter of the fiscal year ended May 31, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 28, 1995 MANOR CARE, INC.
By:/s/ James A. MacCutcheon ----------------------------- James A. MacCutcheon Senior Vice President- Finance and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE SHAREHOLDERS OF MANOR CARE, INC.:
We have audited in accordance with generally accepted auditing standards, the consolidated financial statements included in Manor Care, Inc.'s annual report to shareholders incorporated by reference in this Form 10-K, and have issued our report thereon dated June 20, 1995. Our audits were made for the purpose of forming an opinion on those statements taken as a whole. The schedule listed in the index in Item 14(a)2 is the responsibility of the Company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. The schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Washington, D.C., June 20, 1995
Schedule II
MANOR CARE, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
(in thousands of dollars)
(A) Represents reserves of acquired companies.
EXHIBIT INDEX
EXHIBIT INDEX Continued