SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

MEYERS GEOFFREY G

(Last)

(First)

(Middle)

333 NORTH SUMMIT STREET

(Street)

TOLEDO

43604

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MANOR CARE INC [ HCR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President & CFO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2004		J	12	A	⁽¹⁾	720	I	401(K) Plan
Common Stock							439,234	D
Common Stock							110	I	by Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	$0	12/31/2004		J	69		⁽²⁾	⁽²⁾	Common Stock	69	⁽²⁾	69	D
Non-Qualified Stock Option (right to buy)	$18.75						02/05/2006	02/06/2013	Common Stock	75,000		75,000	D
Non-Qualified Stock Option (right to buy)	$19.22						02/05/2005	02/06/2012	Common Stock	90,000		90,000	D
Non-Qualified Stock Option (right to buy)	$19.25						02/01/2004	02/02/2011	Common Stock	150,000		150,000	D
Non-Qualified Stock Option (right to buy)	$27.75						09/25/1998	12/04/2006	Common Stock	18,000		18,000	D
Non-Qualified Stock Option (right to buy)	$32.4375						09/25/2001	09/26/2008	Common Stock	60,000		60,000	D
Non-Qualified Stock Option (right to buy)	$33.28						11/03/2003	06/17/2010	Common Stock	92,483		92,483	D
Non-Qualified Stock Option (right to buy)	$34.3						02/04/2007	02/05/2014	Common Stock	45,000		45,000	D
Non-Qualified Stock Option (right to buy)	$34.95						12/03/2004	12/03/2007	Common Stock	14,237		14,237	D
Non-Qualified Stock Option (right to buy)	$39.4375						09/25/1998	12/03/2007	Common Stock	18,000		18,000	D

Explanation of Responses:

1. Amount represents the number of units credited in 2004 to reporting persons 401K account for quarterly dividends. Shares were credited based upon the following prices: 1st quarter-$35.80; 2nd quarter-$30.49; 3rd quarter-$26.96; 4th quarter-$34.12.

2. Phantom Stock activity represents the number of phantom stock units credited in 2004 to the reporting person's account in Manor Care, Inc.'s Senior Management Savings Plan for Cororate Officers to be paid 100% in cash upon reporting person's retirement or earlier termination of emploiyment with the company. During 2004, the prices at the time the phantom units were credited were as follows: 1st quarter-$35.80; 2nd quarter-$30.49; 3rd quarter-$26.96; 4th quarter-$34.12. Dates of exercisablilty and expiration, and exercise price are not applicable

	Meyers, Geoffrey G.	01/25/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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