SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

MANOR CARE, INC.

MANOR CARE, INC. (Issuer)

2.125% Convertible Senior Notes Due 2023

(CUSIP Nos. 564055AD3 and 564055AE1)

R. JEFFREY BIXLER
VICE PRESIDENT AND GENERAL COUNSEL
MANOR CARE, INC.
333 N. SUMMIT STREET
TOLEDO, OHIO 43604-2617
(419) 252-5500

COPY TO:
MICHAEL D. LEVIN, ESQ.
LATHAM & WATKINS LLP
233 S. WACKER DRIVE, SUITE 5800
CHICAGO, ILLINOIS 60606
(312) 876-7700

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer o

                    Manor Care, Inc., a Delaware corporation (“Manor Care”), hereby offers (i) to exchange $1,000 in principal amount of 2.125% Convertible Senior Notes due 2023 (the “New Notes”) and (ii) a one time cash payment (an “Exchange Fee”) equal to 0.25% of the principal amount of outstanding 2.125% Convertible Senior Notes due 2023 (the “Old Notes” and together with the New Notes, the “Notes”) for each $1,000 in principal amount of our outstanding Old Notes that is properly tendered and accepted for exchange upon the terms and subject to the conditions set forth in this Offer to Exchange (this “Offer to Exchange”) and in the related Letter of Transmittal (the “Letter of Transmittal”). The offer to exchange the Notes (including the payment of an Exchange Fee) pursuant to this Offer to Exchange is referred to herein as an “Offer.” The Offer is not contingent upon the tender or exchange of any minimum principal amount of Old Notes. The Offer, however, is conditioned upon satisfaction of certain conditions.

                    The information in the Offer to Exchange under the headings “Summary” and “The Offer to Exchange” is incorporated herein by reference.

                    (a) Name and Address. The issuer of the securities subject to the Exchange Offer is Manor Care, Inc., a Delaware corporation. Manor Care’s executive offices are located at 333 N. Summit Street, Toledo, Ohio 43604-2617. Manor Care’s telephone number is (419) 252-5500

                    (b) Securities. The subject class of securities are the Old Notes. The aggregate principal amount of the Old Notes outstanding is $100,000,000.

                    (c) Trading Market and Price. The New Notes will not be listed on any national securities exchange or included on the Nasdaq Stock Market. There is no established trading market for the New Notes. Manor Care’s common stock underlying the New Notes trades on the New York Stock Exchange under the symbol “HCR”. The quarterly high and low trading prices for the underlying stock is set forth in the Offer to Exchange under the heading “Price Range of Common Stock and Dividend Policy” and is incorporated herein by reference.

                    (a) Manor Care is the filing person. The business address and telephone number of Manor Care are set forth under Item 2(a) above. The executive officers and directors of Manor Care are: Paul A. Ormond, President, Chief Executive Officer and Chairman of the Board of Directors; M. Keith Weikel, Senior Executive Vice President, Chief Operating Officer and Director; Geoffrey G. Meyers, Executive Vice President, Chief Financial Officer and Director; Spencer C. Moler, Vice President and Controller; R. Jeffrey Bixler, Vice President, General Counsel and Secretary; William J. Chenevert, Vice President and Director of Operations Support; Nancy A. Edwards, Vice President and General Manager of Central Division; John K. Graham, Vice President and General Manager of Eastern Division; Jeffrey A. Grillo, Vice President and General Manager of Mid-Atlantic Division; Larry C. Lester, Vice President and General Manager of Midwest Division; Richard W. Parades, Vice President and General Manager of Mid-States Division; F. Joseph Schmidt, Vice President and

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General Manager of Southern Division; Jo Ann Young, Vice President and General Manager of Assisted Living Division; Virgis W. Colbert, Director; Joseph F. Damico, Director; Joseph H. Lemieux; Director; William H. Longfield, Director; John T. Schwieters, Director; Gail R. Wilensky, Director; Thomas L. Young, Director.

                    (a) Material Terms.

                    (1) Tender Offers.

      (i)-(iii) The information set forth in the Offer to Exchange under the heading “The Offer to Exchange” is incorporated herein by reference.

      (iv) Not applicable

      (v)-(viii) The information set forth in the Offer to Exchange under the heading “The Offer to Exchange” is incorporated herein by reference.

      (ix) Not applicable.

      (x) The information in the Offer to Exchange under the headings “Summary”; “Summary Comparison of the Old Notes and the New Notes”; “The Offer to Exchange” and “Description of New Notes” are incorporated herein by reference.

      (xi) Not applicable.

      (xii) The information in the Offer to Exchange under the heading “Certain United States Federal Income Tax Consequences” is incorporated herein by reference.

                    (e) Agreements involving the Company’s Securities. None.

                    (a) Purposes. The information set forth in the Offer to Exchange under the headings “The Offer to Exchange” and “Summary” is incorporated herein by reference.

                    (b) Use of Securities Acquired. The Old Notes acquired in the transaction will be retired.

                    (c) Plans. Except as set forth in the Offer to Exchange, Manor Care is not aware of any plans, proposals or negotiations that would result in (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Manor Care or any or all of its subsidiaries; (ii) a purchase, sale, or transfer of a material amount of assets of Manor Care or any of its subsidiaries; (iii) any material change in the present dividend rate or policy, or indebtedness or capitalization of Manor Care; (iv) any change in the present Board of Directors

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or management of Manor Care other than to fill a current vacancy on the Board of Directors; (v) any other material change in Manor Care’s corporate structure or business; (vi) a class of equity security of Manor Care being delisted from a national securities exchange; (vii) a class of equity security of Manor Care becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) the suspension of Manor Care’s obligation to file reports pursuant to Section 15(d) of the Exchange Act; (ix) the acquisition by any person of additional securities of Manor Care or the disposition of securities of Manor Care; or (x) any change in Manor Care’s Amended and Restated Certificate of Incorporation or By-Laws or any actions which could impede the acquisition of control of Manor Care.

                    (a) Source of Funds. The information in the Offer to Exchange under the heading “Summary” is incorporated herein by reference.

                    (b) Conditions. None.

                    (d) Borrowed Funds. None.

                    (a) Securities Ownership. None of the Old Notes are beneficially owned by directors, officers of affiliates of Manor Care or any directors or executive officers of Manor Care.

                    (b) Securities Transactions. None.

                    (a) Solicitations or Recommendations. None.

                    (a)(1) The information in Part II, Item 8 of Manor Care’s Annual Report on Form 10-K for the year ended December 31, 2003 is incorporated herein by reference.

                    (a)(2) The information in Part I, Item 1 of Manor Care’s Quarterly Report on Form 10-Q for the quarterly period ending on September 30, 2004.

                    (a)(3) The information set forth in the Offer to Exchange under the heading “Price Range of Common Stock and Dividend Policy—Ratio of Earnings to Fixed Charges” is incorporated herein by reference.

                    (a)(4) As of September 30, 2004, the book value per share of Manor Care’s common stock is $11.11 per share of common stock.

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                    (b) The information set forth in the Offer to Exchange under the heading “Capitalization” is incorporated herein by reference.

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                    After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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EXHIBIT INDEX

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