<PAGE>   1

================================================================================


                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
(Mark One)
   [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2000

                                       OR

   [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER: 1-10858
                                MANOR CARE, INC.
             (Exact name of registrant as specified in its charter)


               DELAWARE                                       34-1687107
    (State or other jurisdiction of                          (IRS Employer
    incorporation or organization)                        Identification No.)


   333 N. SUMMIT STREET, TOLEDO, OHIO                          43604-2617
(Address of principal executive offices)                       (Zip Code)

     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:   (419) 252-5500

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X  No
                                      ---    ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of business on April 30, 2000.

               Common stock, $0.01 par value -- 102,273,675 shares

================================================================================




<PAGE>   2
                                TABLE OF CONTENTS


PART I.           FINANCIAL INFORMATION
                                                                           Page
Item 1.           Financial Statements (Unaudited)                        Number
                                                                          ------

                  Consolidated Balance Sheets -
                  March 31, 2000 and December 31, 1999                       3

                  Consolidated Statements of Operations-
                  Three months ended March 31, 2000 and 1999                 4

                  Consolidated Statements of Cash Flows -
                  Three months ended March 31, 2000 and 1999                 5

                  Notes to Consolidated Financial Statements                 6

Item 2.           Management's Discussion and Analysis of
                  Financial Condition and Results of Operations              8

Item 3.           Quantitative and Qualitative Disclosures About
                  Market Risk                                               10

PART II.          OTHER INFORMATION

Item 1.           Legal Proceedings                                         10

Item 2.           Changes in Securities                                     13

Item 3.           Defaults Upon Senior Securities                           13

Item 4.           Submission of Matters to a Vote of Security Holders       13

Item 5.           Other Information                                         13

Item 6.           Exhibits and Reports on Form 8-K                          13

SIGNATURES                                                                  14

                                       2

<PAGE>   3




                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.
         ---------------------

                                MANOR CARE, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                  March 31,       December 31,
                                                                                    2000              1999
                                                                                 -----------      -----------
                                                                                 (Unaudited)        (Note 1)
                                                                             (In thousands, except per share data)
<S>                                                                              <C>              <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                      $    10,091      $    12,287
  Receivables, less allowances for doubtful
   accounts of $60,554 and $58,975, respectively                                     289,943          294,449
  Receivable from sale of assets                                                      43,217           44,467
  Prepaid expenses and other assets                                                   28,475           28,409
  Deferred income taxes                                                               51,539           51,539
                                                                                 -----------      -----------
Total current assets                                                                 423,265          431,151

Property and equipment, net of accumulated
 depreciation of $624,985 and $596,391, respectively                               1,547,210        1,550,507
Intangible assets, net of amortization                                                93,837           88,286
Net investment in Genesis preferred stock                                             19,000           19,000
Other assets                                                                         205,515          191,922
                                                                                 -----------      -----------
Total assets                                                                     $ 2,288,827      $ 2,280,866
                                                                                 ===========      ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                               $    67,847      $    86,614
  Employee compensation and benefits                                                  56,224           52,376
  Accrued insurance liabilities                                                       45,722           35,870
  Income tax payable                                                                  12,266           14,906
  Other accrued liabilities                                                           39,251           33,266
  Revolving loans                                                                    176,000          179,000
  Long-term debt due within one year                                                   6,343            6,617
                                                                                 -----------      -----------
Total current liabilities                                                            403,653          408,649

Long-term debt                                                                       677,549          687,502
Deferred income taxes                                                                126,754          126,754
Other liabilities                                                                    102,633           77,924
Shareholders' equity:
  Preferred stock, $.01 par value, 5 million shares authorized
  Common stock, $.01 par value, 300 million shares authorized,
   111.0 million shares issued                                                         1,110            1,110
  Capital in excess of par value                                                     358,821          358,958
  Retained earnings                                                                  797,285          798,068
                                                                                 -----------      -----------
                                                                                   1,157,216        1,158,136
  Less treasury stock, at cost (8.8 and 8.7 million shares, respectively)           (178,978)        (178,099)
                                                                                 -----------      -----------
Total shareholders' equity                                                           978,238          980,037
                                                                                 -----------      -----------
Total liabilities and shareholders' equity                                       $ 2,288,827      $ 2,280,866
                                                                                 ===========      ===========
</TABLE>

                See notes to consolidated financial statements.





                                       3
<PAGE>   4




                                MANOR CARE, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended March 31,
                                                          ----------------------------
                                                             2000           1999
                                                           ---------      ---------
                                                     (In thousands, except earnings per share)

<S>                                                        <C>            <C>
Revenues                                                   $ 545,674      $ 531,848

Expenses:
  Operating                                                  481,314        408,549
  General and administrative                                  23,604         21,325
  Depreciation and amortization                               29,368         28,512
  Provision for restructuring charge, merger expenses,
     asset impairment and other related charges                               6,891
                                                           ---------      ---------
                                                             534,286        465,277
                                                           ---------      ---------
Income before other income (expenses) and income taxes        11,388         66,571
Other income (expenses):
  Interest expense                                           (14,364)       (12,997)
  Dividend income                                                600          4,951
  Equity in earnings of affiliated companies                     671            497
  Interest income and other                                      246            679
                                                           ---------      ---------
Net other expenses                                           (12,847)        (6,870)
                                                           ---------      ---------

Income (loss) before income taxes                             (1,459)        59,701
Income taxes                                                    (676)        18,673
                                                           ---------      ---------
Net income (loss)                                          $    (783)     $  41,028
                                                           =========      =========

Earnings per share - basic and diluted                     $   (0.01)     $    0.37

Weighted average shares:
     Basic                                                   102,318        110,964
     Diluted                                                 102,318        112,242
</TABLE>


                See notes to consolidated financial statements.



                                       4
<PAGE>   5


                                MANOR CARE, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   Three Months Ended March 31
                                                                                   ---------------------------
                                                                                   2000                    1999
                                                                                   ----                    ----
                                                                                          (In thousands)
<S>                                                                                  <C>           <C>
OPERATING ACTIVITIES
Net income (loss)                                                                    $   (783)     $ 41,028
Adjustments to reconcile net income (loss) to
  net cash provided by operating activities:
  Depreciation and amortization                                                        29,460        28,512
  Asset impairment and other non-cash charges                                                         4,344
  Provision for bad debts                                                               8,846         3,290
  Gain on sale of assets                                                                 (437)
  Equity in earnings of affiliated companies                                             (671)         (497)
  Changes in assets and liabilities, excluding sold facilities and acquisitions:
   Receivables                                                                         (4,032)      (38,445)
   Prepaid expenses and other assets                                                  (12,128)       (7,257)
   Liabilities                                                                         22,523       (16,393)
                                                                                     --------      --------
Total adjustments                                                                      43,561       (26,446)
                                                                                     --------      --------
Net cash provided by operating activities                                              42,778        14,582
                                                                                     --------      --------

INVESTING ACTIVITIES
Investment in  property and equipment                                                 (25,031)      (50,651)
Investment in systems development                                                      (3,550)       (1,128)
Acquisition of businesses                                                              (6,479)       (7,052)
Proceeds from sale of assets                                                            4,331         2,243
                                                                                     --------      --------
Net cash used in investing activities                                                 (30,729)      (56,588)
                                                                                     --------      --------

FINANCING ACTIVITIES
Net borrowings (repayments)  under bank credit agreements                             (10,500)       23,000
Principal payments of long-term debt                                                   (2,727)       (1,241)
Proceeds from exercise of stock options                                                    48           931
Purchase of common stock for treasury                                                  (1,066)
                                                                                     --------      --------
Net cash provided by (used in) financing activities                                   (14,245)       22,690
                                                                                     --------      --------

Net decrease in cash and cash equivalents                                              (2,196)      (19,316)
Cash and cash equivalents at beginning of period                                       12,287        33,718
                                                                                     --------      --------
Cash and cash equivalents at end of period                                           $ 10,091      $ 14,402
                                                                                     ========      ========
</TABLE>

                 See notes to consolidated financial statements.


                                       5
<PAGE>   6



                                MANOR CARE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - Basis of Presentation
------------------------------

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management of Manor Care, Inc. (the
Company), the interim data includes all adjustments necessary for a fair
statement of the results of the interim periods and all such adjustments are of
a normal recurring nature, except as discussed in Note 2 below and in
Management's Discussion and Analysis regarding general and professional
liability expense. Operating results for the three months ended March 31, 2000
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2000.

The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. For further information, refer to the consolidated
financial statements and footnotes thereto included in Manor Care, Inc.'s annual
report on Form 10-K for the year ended December 31, 1999.

At March 31, 2000, the Company operated 301 skilled nursing and 45 assisted
living facilities, 82 outpatient therapy clinics, one acute care hospital and 33
home health offices.

NOTE 2 - Restructuring Charge, Merger Expenses, Asset Impairment and Other
--------------------------------------------------------------------------
Related Charges
---------------

During the first quarter of 1999, the Company recorded restructuring and other
charges of $6.9 million in connection with the HCR-Manor Care transaction. The
liability related to the restructuring and other charges in 1998 and 1999
decreased from $2.0 million at December 31, 1999 to $1.1 million at March 31,
2000. The payments during the first quarter of 2000 were attributable to
employee benefit and exit costs.

NOTE 3 - Earnings Per Share
---------------------------

The calculation of earnings per share (EPS) is as follows for the three months
ended March 31:

<TABLE>
<CAPTION>
                                                                     2000            1999
                                                                     ----            ----
                                                          (In thousands, except earnings per share)
<S>                                                                <C>            <C>
Numerator:
   Net income (loss) [income available to common shareholders]     $    (783)     $  41,028
                                                                   =========      =========
Denominator:
   Denominator for basic EPS - weighted-average shares               102,318        110,964
   Effect of dilutive securities:
     Stock options                                                                    1,278
                                                                   ---------      ---------
   Denominator for diluted EPS - adjusted for weighted-
     average shares and assumed conversions                          102,318        112,242
                                                                   =========      =========

EPS - basic and diluted                                            $    (.01)     $     .37
</TABLE>


                                       6
<PAGE>   7

In 2000, the dilutive effect of stock options would have been 733,000 shares.
These shares were not included in the calculation because the effect would be
anti-dilutive with a net loss.

NOTE 4 - Segment Information
----------------------------
The Company provides a range of health care services. The Company has one
reportable operating segment, long-term care, which includes the operation of
skilled nursing and assisted living facilities. The "Other" category includes
the non-reportable segments and corporate items not considered to be an
operating segment. The revenues in the "Other" category include services for
rehabilitation, home health and hospital care. Asset information, including
capital expenditures, is not reported by segment by the Company. Operating
performance represents revenues less operating expenses and does not include
general and administrative expense, depreciation and amortization, the provision
for restructuring and other charges, other income and expense items, and income
taxes. See Management's Discussion and Analysis for further discussion of
general and professional liability expenses recorded in the first quarter of
2000.

                                           Long-term Care     Other       Total
                                           --------------     -----       -----
                                                         (In thousands)
Three months ended March 31, 2000
     Revenues from external customers         $488,375     $ 57,299     $545,674
     Intercompany revenues                                    6,408        6,408
     Depreciation and amortization              26,042        3,326       29,368
     Operating margin                           56,809        7,551       64,360

Three months ended March 31, 1999
     Revenues from external customers          473,472       58,376      531,848
     Intercompany revenues                                    4,998        4,998
     Depreciation and amortization              27,665          847       28,512
     Operating margin                          104,110       19,189      123,299


NOTE 5 - New Accounting Pronouncements
--------------------------------------

In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (FAS 133), which was postponed in Statement
No. 137 and is now effective January 1, 2001. This Statement permits early
adoption as of the beginning of any fiscal quarter after its issuance. This
Statement requires the Company to recognize all derivatives on the balance sheet
at fair value. Management has not determined when it will adopt this Statement
nor the impact of adoption.




                                       7
<PAGE>   8


Item 2. Management's Discussion and Analysis of Financial Condition and
-----------------------------------------------------------------------
Results of Operations
---------------------

RESULTS OF OPERATIONS

Revenues for the three months ended March 31, 2000 increased $13.8 million or 3
percent to $545.7 million as compared to the same period in 1999. By excluding
the facilities sold or leased in 1999, revenues increased $21.8 million or 4
percent. Revenues from skilled nursing and assisted living facilities that are
included in operations in 2000 increased $22.9 million or 5 percent due to
increases in rates ($12.5 million) and capacity ($13.7 million) partially offset
by a decrease in occupancy ($3.3 million). The increase in rates was primarily
attributable to private and Medicaid. The growth in bed capacity between the
first quarter of 1999 and 2000 was due to the opening of three skilled nursing
facilities as well as other bed additions. The occupancy levels were 87 percent
for the three months ended March 31, 1999 compared to 86 percent for the same
period in 2000. The quality mix of revenue from Medicare, private pay and
insured patients related to skilled nursing and assisted living facilities and
rehabilitation operations decreased from 68 percent for the three months ended
March 31, 1999 to 67 percent for the same period in 2000. This decrease was
primarily a result of the decline in private pay patients.

Operating expenses for the three months ended March 31, 2000 increased $72.8
million or 18 percent from the comparable period in 1999. By excluding
facilities sold or leased in 1999, operating expenses increased $82.2 million or
21 percent. Operating expenses from skilled nursing and assisted living
facilities that are included in operations in 2000 increased $71.6 million and
operating expenses from the Company's transcription business increased $3.1
million.

The major portion of the operating expense increase related to recording $38.6
million of additional general and professional liability expense in the first
quarter of 2000. Of this amount, $5.0 million was attributable to the current
period and the remainder related to prior periods, dating back to the mid-1990s.
The additional expense was determined as a result of recently concluded
independent evaluations of the Company's growing potential liability for
patient-related litigation despite a continuing good quality record and
generally low historical claims experience. The evaluations were prepared in
response to the dramatic increases in the average cost per claim and volume of
lawsuits filed with the Company and in the long-term care industry in general.
The adjustment reflects the additional litigation and settlement costs the
Company could incur if there is no change in the current environment,
particularly in the state of Florida. Independent evaluations of the industry's
experience indicate the need to increase ongoing expense accruals for renewing
policy periods and claims that could arise out of this year's experience. If
current trends continue, the Company estimates an incremental $20 million of
expense for the remainder of 2000.

General and professional liability costs for the long-term care industry,
especially in the state of Florida, have become increasingly expensive. The
average cost of a claim in Florida in 1999 was two and one-half times higher
than the rest of the country and industry providers in the state are
experiencing three times the number of claims compared to the national average.
The Company and other affected providers are actively pursuing legislative and
regulatory solutions that include tort reform. However, there can be no
assurances that legislative changes will be made, or that any such change will
have a positive impact on the current trend.

The other operating expense increases for skilled nursing and assisted living
facilities were attributable to labor costs, including temporary staffing, of
$14.5 million, as well as increases


                                       8
<PAGE>   9

in ancillary costs, bad debt expense and other general expenses.

General and administrative expense increased $2.3 million for the three months
ended March 31, 2000 as compared to the same period in 1999 primarily as a
result of expenses from deferred compensation plans.

During the first quarter of 1999, the Company recorded restructuring and other
charges of $6.9 million in connection with the HCR-Manor Care transaction. The
liability related to the restructuring and other charges in 1998 and 1999
decreased from $2.0 million at December 31, 1999 to $1.1 million at March 31,
2000. The payments during the first quarter of 2000 were attributable to
employee benefit and exit costs.

Interest expense increased $1.4 million for the three months ended March 31,
2000 as compared to the same period in 1999 due to an increase in interest
rates, as the average debt outstanding has declined. Dividend income decreased
$4.4 million between the first quarter of 1999 and 2000 as a result of recording
no dividend income on the Series G Cumulative Convertible Preferred Stock of
Genesis Health Ventures, Inc. (Series G Preferred Stock) in 2000. In 1999, the
Company recorded $4.4 million of dividend income each quarter and then fully
reserved the dividends at the end of the year. As a result of the nonpayment of
the cumulative dividends for four consecutive quarters, all future dividends
beginning in 2000 are payable in additional shares of Series G Preferred Stock.
Based on Genesis' inability to pay cash dividends and its current operating
performance, the Company is fully reserving the dividends in 2000.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (FAS 133), which was postponed in Statement
No. 137 and is now effective January 1, 2001. This Statement permits early
adoption as of the beginning of any fiscal quarter after its issuance. This
Statement requires the Company to recognize all derivatives on the balance sheet
at fair value. Management has not determined when it will adopt this Statement
nor the impact of adoption.

LIQUIDITY AND CAPITAL RESOURCES

During the first three months of 2000, the Company satisfied its cash
requirements from cash generated from operating activities. Cash flows from
operating activities were $42.8 million for the first quarter of 2000, an
increase of $28.2 million from the same period in 1999. The increase in
liabilities was due to the additional accrual for general and professional
liability claims discussed previously. The Company used the cash principally for
capital expenditures and repayment of debt. Expenditures for property and
equipment for three months ended March 31 were $25.0 million in 2000 and $50.7
million in 1999 that included amounts for the construction of new facilities of
$9.5 million in 2000 and $29.0 million in 1999.

At March 31, 2000, outstanding borrowings aggregated $645.0 million under the
bank credit agreements. After consideration of usage for letters of credit, the
remaining credit availability under the agreements totaled $40.8 million.

The Company, Alternative Living Services (Alterra) and a development joint
venture, formed by them in 1999, have jointly and severally guaranteed a $200
million revolving line of credit agreement that was reduced to $60 million on
March 30, 2000. The reduction in the revolving


                                       9
<PAGE>   10

credit agreement reflects a modification in the joint development intentions of
the partners due in part to lower development activity than originally planned.
At March 31, 2000, there was $48 million of guaranteed debt outstanding under
the $60 million revolving line of credit.

On May 4, 1999, the Board of Directors authorized the Company to purchase up to
$200 million of its common stock through December 31, 2000, and on February 8,
2000, the Board authorized an additional $100 million through December 31, 2001.
The Company purchased 90,000 shares for $1.1 million in the first quarter of
2000 and a total of 8.8 million shares for $181.4 million since May 1999. The
shares may be used for internal stock option and 401(k) match programs and for
other uses, such as possible future acquisitions.

Manor Care believes that its cash flow from operations will be sufficient to
cover debt payments, future capital expenditures and operating needs. It is
likely that the Company will pursue growth from acquisitions, partnerships and
other ventures that would be funded from excess cash from operations, credit
available under the bank credit agreement and other financing arrangements that
are normally available in the marketplace.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Statements contained in this Form 10-Q, which are not historical facts, may be
forward-looking statements within the meaning of federal law. Such
forward-looking statements reflect management's beliefs and assumptions and are
based on information currently available to management. Forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of the Company or
industry results to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: general economic and business
conditions, both nationally and in the regions in which the Company operates;
industry capacity; demographic changes; existing government regulations and
changes in, or the failure to comply with, governmental regulations; legislative
proposals for health care reform; the ability to enter into managed care
provider arrangements on acceptable terms; changes in Medicare and Medicaid
reimbursement levels; liability and other claims asserted against the Company;
competition; changes in business strategy or development plans; and the ability
to attract and retain qualified personnel. All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by the cautionary statements
set forth or referred to above in this paragraph. The Company disclaims any
obligation to update such factors or to publicly announce the result of any
revisions to any of the forward-looking statements contained herein to reflect
future events or developments.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
        ----------------------------------------------------------

There have been no significant changes in the Company's market risks since
December 31, 1999.

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings
         -----------------

         On May 7, 1999, Genesis Health Ventures, Inc. ("Genesis") filed suit in
         federal district court in Delaware against the Company, its wholly
         owned subsidiary,



                                       10
<PAGE>   11

         Manor Care of America, Inc. (formerly known as Manor Care, Inc. ("Manor
         Care")), its Chief Executive Officer, Paul A. Ormond, and its Chairman,
         Stewart Bainum, Jr. (collectively, the "Delaware Defendants"). The
         complaint alleges that the Delaware Defendants fraudulently induced
         Genesis to acquire, in August 1998, all of the outstanding stock of
         Vitalink Pharmacy Services, Inc. ("Vitalink"), an approximately 50
         percent owned subsidiary of Manor Care, and that such alleged conduct
         constituted violations of Section 10(b) of the Securities Exchange Act
         of 1934, common law fraudulent misrepresentation and negligent
         misrepresentation. The suit also alleges that the Company's ownership
         in a partnership known as Heartland Healthcare Services violates a
         non-compete provision signed by Manor Care. The suit seeks compensatory
         and punitive damages in excess of $100 million and preliminary and
         permanent injunctive relief enforcing the covenant not to compete. On
         June 10, 1999, Genesis filed an amended complaint that was
         substantively identical to the original complaint. On June 29, 1999,
         the Delaware Defendants moved to dismiss or, in the alternative, to
         stay the lawsuit in its entirety. That motion is presently pending
         before the court, and all matters have been stayed pending that motion.
         The Company intends to vigorously defend the lawsuit. Although the
         ultimate outcome of the case is uncertain, management believes that it
         is not likely to have a material adverse effect on the financial
         condition of the Company.

         On August 27, 1999, Manor Care filed a separate action against Genesis
         concerning its 1998 acquisition of Vitalink. Manor Care's lawsuit
         charges Genesis with violations of Section 11 and Section 12 of the
         Securities Act of 1933, based upon Genesis' misrepresentations and/or
         misleading omissions in connection with Genesis' issuance of
         approximately $293 million of Genesis Preferred Stock as consideration
         to Manor Care for its approximately 50 percent interest in Vitalink.
         Manor Care seeks, among other things, compensatory damages and
         recission voiding Manor Care's purchase of the Genesis Preferred Stock
         and requiring Genesis to return to Manor Care the consideration that it
         paid at the time of the Vitalink sale. On November 23, 1999, Genesis
         moved to dismiss the lawsuit in its entirety. That motion is presently
         before the court, and all matters have been stayed pending that motion.

         Additionally, on May 7, 1999, Vitalink, now known as Neighborcare
         Pharmacy Services, Inc. ("Neighborcare"), instituted a lawsuit in the
         Circuit Court for Baltimore City, Maryland (the "Maryland Action")
         against the Company, Manor Care and ManorCare Health Services, Inc.
         ("MHS") (collectively, the "Maryland Defendants") seeking damages,
         preliminary and permanent injunctive relief, and a declaratory judgment
         related to allegations that the Maryland Defendants have improperly
         sought to terminate certain Master Service Agreements ("MSAs") between
         Vitalink and MHS. Neighborcare also instituted arbitration proceedings
         (the "Arbitration") against the Maryland Defendants, seeking
         substantially the same relief as sought in the Maryland Action with
         respect to one of the MSAs at issue in the Maryland Action and also
         certain additional permanent relief with respect to that contract. On
         May 13, 1999, Neighborcare and the Maryland Defendants agreed: (i) to
         consolidate the Maryland Action into the Arbitration; (ii) to dismiss
         the Maryland Action with prejudice as to jurisdiction and without
         prejudice as to the merits; and (iii) to stay termination of the
         agreements at issue until a decision can be reached in


                                       11
<PAGE>   12

         the Arbitration. Neighborcare has since dismissed the Maryland Action
         and consolidated certain of those claims into the Arbitration by filing
         an Amended Demand for Arbitration. On June 15, 1999, the Respondents
         answered the Amended Demand, denying the material allegations therein.
         The Respondents have also asserted a counterclaim thereto. On January
         14, 2000, the Respondents moved to dismiss certain claims in the
         Amended Demand. That motion is presently pending. The Arbitration is
         presently set for hearing commencing June 12, 2000. The Company intends
         to vigorously defend the Arbitration. Although the ultimate outcome of
         the Arbitration is uncertain, management believes that it is not likely
         to have a material adverse effect on the financial condition of the
         Company.

         On July 26, 1999, Neighborcare filed an additional complaint in the
         Circuit Court for Baltimore County, Maryland against Omnicare, Inc. and
         Heartland Healthcare Services, Inc. (a partnership between subsidiaries
         of Omnicare, Inc. and the Company) seeking injunctive relief and
         compensatory and punitive damages. The complaint includes counts for
         tortious interference with Vitalink's purported contractual rights
         under the MSAs. On October 4, 1999, the defendants moved to dismiss or,
         in the alternative, to stay the lawsuit in its entirety. On November
         12, 1999, the court stayed the matter pending the Arbitration. Although
         the ultimate outcome of the case is uncertain, management believes that
         it is not likely to have a material adverse effect on the financial
         condition of the Company.

         On December 22, 1999, Manor Care filed suit in federal court in Toledo,
         Ohio against Genesis; Cypress Group, L.L.C.; TPG Partners II, L.P.; and
         Nazem, Inc. The complaint alleges that the issuance by Genesis of its
         Series H and Series I Preferred Stock violated the terms of the Series
         G Preferred Stock and the terms of a rights agreement entered into
         between Genesis and Manor Care in connection with the Vitalink
         transaction. On February 29, 2000, the defendants moved to dismiss the
         case. That motion is presently pending.

         One or more subsidiaries or affiliates of Manor Care have been
         identified as potentially responsible parties (PRPs) in a variety of
         actions (the Actions) relating to waste disposal sites which allegedly
         are subject to remedial action under the Comprehensive Environmental
         Response Compensation Liability Act, as amended, 42 U.S.C. Sections
         9601 et seq. (CERCLA) and similar state laws. CERCLA imposes
         retroactive, strict joint and several liability on PRPs for the costs
         of hazardous waste clean-up. The Actions arise out of the alleged
         activities of Cenco, Incorporated and its subsidiary and affiliated
         companies (Cenco). Cenco was acquired in 1981 by a wholly owned
         subsidiary of Manor Care. The Actions allege that Cenco transported
         and/or generated hazardous substances that came to be located at the
         sites in question. Environmental proceedings such as the Actions may
         involve owners and/or operators of the hazardous waste site, multiple
         waste generators and multiple waste transportation disposal companies.
         Such proceedings involve efforts by governmental entities and/or
         private parties to allocate or recover site investigation and clean-up
         costs, which costs may be substantial. The potential liability exposure
         for currently pending environmental claims and litigation, without
         regard to insurance coverage, cannot be quantified with precision
         because of the inherent uncertainties of litigation in the Actions and
         the fact that the ultimate cost of


                                       12
<PAGE>   13

         the remedial actions for some of the waste disposal sites where Manor
         Care is alleged to be a potentially responsible party has not yet been
         quantified. Based upon its current assessment of the likely outcome of
         the Actions, the Company believes that the potential environmental
         liability exposure, after consideration of insurance coverage, is
         approximately $4.5 million.

         The Company is party to various other legal matters arising in the
         ordinary course of business including patient care-related claims and
         litigation. The Company believes that the resolution of such matters
         will not result in liability materially in excess of accounting
         accruals established with respect to such matters.

Item 2.  Changes in Securities
         ---------------------
         None

Item 3.  Defaults Upon Senior Securities
         -------------------------------
         None

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------
         At the Company's Annual Meeting of Shareholders held on May 2, 2000 the
         shareholders approved the following items: a) elect Frederic V. Malek
         as a director, b) elect Robert G. Siefers as a director, c) elect M.
         Keith Weikel as a director, d) elect Thomas L. Young as a director, e)
         approve the Company's Performance Award Plan and f) ratify the
         selection of Ernst & Young LLP as independent public accountants for
         the year ending December 31, 2000. The items were approved by a vote as
         follows:

         Item     For              Against             Withheld         Abstain
         ----     ---              -------             --------         -------
         a        86,980,295                            779,799
         b        87,075,153                            684,941
         c        86,913,492                            846,602
         d        87,003,523                            756,571
         e        81,848,960      5,300,387                            610,746
         f        87,436,604         94,623                            228,867

Item 5.  Other Information
         -----------------
         None

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
         (a) Exhibits

         S-K Item
         601 No.
         -------
            27      Financial Data Schedule for the three months ended March 31,
                    2000

         (b) Reports on Form 8-K
         On March 14, 2000, the Company filed a Form 8-K for the Third
         Amendment to the Rights Agreement.



                                       13
<PAGE>   14



                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                 Manor Care, Inc.
                                 (Registrant)



Date     May 12, 2000            By /s/ Geoffrey G. Meyers
      -------------------           ----------------------
                                    Geoffrey G. Meyers, Executive Vice-President
                                    and Chief Financial Officer



                                       14
<PAGE>   15


                                  EXHIBIT INDEX

Exhibit
-------
27          Financial Data Schedule for the three months ended March 31, 2000


































                                       15