toledoblade.com --

The head of America’s biggest nursing-home company is about to get intensive financial treatment.

The upshot of this week’s announced sale of Manor Care Inc., which has its headquarters in downtown Toledo, is that Chief Executive Paul Ormond will receive $118 million to $186 million from cashing in his company stock when the deal is completed this year.

Sixteen other top executives and recently retired officers at the firm to be purchased by the Carlyle Group, of Washington, can receive a total of $68 million for their stock.

In total, Manor Care officials stand to receive $200 million or more from their stock holdings.

The payouts are outlined in an 81-page takeover agreement and other documents filed with the U.S. Securities and Exchange Commission.

The amount to be paid by Carlyle, a global private-equity firm that owns stakes in more than 500 companies and real-estate developments, may not be known for weeks.

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The buyer said it will purchase Manor Care for $6.3 billion and hopes to complete the deal by the end of the year.

Shareholders, who are to vote on the transaction, will be paid $67 a share for their stock. Once the acquisition is finalized, Manor Care’s public stock will end.

Mr. Ormond, CEO and chairman of the company that had $167 million in profits on $3.6 billion in revenue last year, is typically among the top-compensated corporate CEOs locally each year. Last year, he was compensated $18.8 million, an SEC filing shows.

The biggest chunk of looming stock payouts from Carlyle are to Mr. Ormond, whose 1.8 million company shares will be worth more than $118 million. They could be worth another $68 million if options on another 1.9 million shares he has are exercised for prices ranging from $20 to $53 each.

Under terms of the takeover agreement, restricted stock awarded to executives which is normally held for years will be vested as soon as the acquisition is complete. Stock options also are to be vested immediately, at the $67 offer price minus the options price.

“Our stock price has appreciated substantially over the past few years, but that ends with the closing,” said Rick Rump, a Manor Care spokesman. It closed at $64.10 yesterday on the New York Stock Exchange.

Among others who could be sharing in the bonanza are three former top executives who worked with Mr. Ormond for more than 25 years.

Those retirees, though, no longer have to make SEC filings, so it’s possible the shares they held at the end of last year have changed.

But the most recent regulatory filings show $55.5 million in stock payments could go to R. Jeffrey Bixler, former vice president and general counsel; Geoffrey Meyers, former executive vice president and chief financial officer; and M. Keith Weikel, former senior executive vice president and chief operating officer.

Company officers, directors, key employees, and some retirees stand to collect about $200 million for their existing stock, and possibly more than $250 million if unexercised stock options can be cashed in, the new SEC filings show.

Manor Care, No. 565 on the Fortune 1,000 list of the largest U.S. corporations, was once part of Owens-Illinois Inc. and started acquiring health-care facilities in the early 1980s. It spun off and became Health Care & Retirement Corp. and in 1998 merged with Manor Care Inc. of Gaithersburg, Md.

Contact Homer Brickey at: homerbrickey@theblade.com or 419-724-6129.

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