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PROSPECTUS SUPPLEMENT NO. 3
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Filed pursuant to Rule 424(b)(3) |
(To Prospectus Dated August 15, 2006)
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File Number 333-136651 |
$250,000,000
Manor Care, Inc.
2% Convertible Senior Notes due 2036
Shares of Common Stock Issuable Upon Conversion of the Notes
This prospectus supplement no. 3 supplements the prospectus dated August 15, 2006 relating to the resale from time to time by certain securityholders
of up to $250,000,000 of our 2% Convertible Senior Notes due 2036 and the shares of common stock issuable upon conversion of the notes. You should
read this prospectus supplement in conjunction with the prospectus. This prospectus supplement no. 3 is qualified by reference to the prospectus,
except to the extent that the information in this prospectus supplement no. 3 supersedes the information contained in the prospectus.
The information appearing under the heading Selling Securityholders in the prospectus is hereby amended by the addition or substitution, as
applicable, of the following:
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Principal |
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Amount of Notes |
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Beneficially Owned |
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Percentage |
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Percentage of |
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Common |
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and Offered |
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of Notes |
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Common Stock |
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Stock Offered |
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Name |
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Hereby |
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Outstanding |
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Outstanding(1) |
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Hereby(2) |
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GLG Market Neutral Fund |
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$10,000,000 |
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4.00% |
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0.30% |
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221,091 |
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(1) |
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Calculated based on 73,661,336 shares of our common stock outstanding as of July 31, 2006. In calculating this amount for each holder, we treated as
outstanding the number of shares of our common stock issuable upon conversion of all that holderss notes, but we did not assume conversion of any other holders
notes. |
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(2) |
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Represents the maximum number of shares of our common stock issuable upon conversion of all of the holders notes, based on the maximum conversion rate of
22.1091 shares of our common stock per $1,000 principal amount at maturity of the notes. This conversion rate is subject to adjustment, however, as described in
the prospectus under Description of NotesConversion RightsConversion Rate Adjustments. As a result, the maximum number of shares of our common stock
issuable upon conversion of the notes may increase or decrease in the future. |
You should carefully consider matters discussed under the caption Risk Factors beginning on page 5 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is September 14, 2006