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Published: Thursday, 10/11/2007

SEIU plans to protest at Manor Care

The Service Employees International Union, which has objected to terms of the sale of Manor Care Inc., plans to protest outside of the nursing home giant's downtown Toledo headquarters next week during its special shareholder meeting to vote on the transaction.

The union has expressed concern about buyer Carlyle Group, a Washington private equity group, and whether it will improve staffing and patient care in the 500 nursing homes, assisted living facilities, rehabilitation centers, and other offices Manor Care has in 30 states.

The union wants Carlyle to commit to such improvements, although it said it is not trying to stop the deal. It plans to have scores of protestors outside the HCR Manor Care building, at 333 N. Summit St.

The shareholders are to vote by 2 p.m. Wednesday, but nearly all votes are expected to be cast by mail and the meeting is expected to be brief.

Manor Care, with $3.6 billion in sales last year, has agreed to a $6.3 billion takeover, or $67 a share plus assuming the local firm's debt.

The company said in a statement yesterday: "It is difficult to fathom why an outside party would use unfounded innuendo, inaccurate and misleading statistics, and fear tactics to imply that our employees will alter the care and caring they provide to the patients who are entrusted to their them."

In an executive letter to employees this month, the company suggests the union may be using the approach to help organize more Manor Care's facilities. The letter said that, except for the owners, "almost everything else will remain the same" after the deal is done.

The firm has 700 employees at its 16-story headquarters, 800 elsewhere in northwest Ohio, and 60,000 nationally. It operates mainly under the Heartland, ManorCare Health Services, and Arden Courts names.

An SEIU spokesman said the union also is concerned about executive compensation in the deal and if the headquarters will move from Ohio, potentially shifting 700 jobs elsewhere. The union, with 1.9 million members nationally, represents about 1,100 Manor Care workers.

But Manor Care spokesman Rick Rump said the company has been negotiating with state and local government agencies for months to reduce its costs for staying in downtown Toledo. Its 10-year lease with the Toledo-Lucas County Port Authority expires in January, 2009, at which time it is now obliged to either buy the structure or vacate it and pay the difference between fair market value at that time and the $22.8 million.

"We want to stay in Toledo," Mr. Rump said. "This has nothing to do with Carlyle. Carlyle hasn't been involved in the negotiations. "

The company has not looked elsewhere for a possible new office. He conceded, though, that some other places have made accommodation offers.

Manor Care and Carlyle hope to finish the deal by year's end, at which time public stock traded under the symbol HCR will end.

The company stemmed from a spinoff of Owens-Illinois Inc., called Health Care & Retirement Corp., which in term merged with a Maryland firm to create its current operations.



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