Minnetonka, Minn. Manor Care, In Home Health Inc.'s largest stockholder, in June called for a special meeting of IHHI shareholders to consider three proposals that, if passed, would lead to its control of IHHI's board of directors.

Toledo, Ohio-based Manor Care, which holds 41 percent of the shares in the company, proposed that all board members be removed except for interim chairman and chief executive officer C. Michael Ford and director Eugene Terry. Such a move would affect directors Judith Storfjell, who is the interim president and chief operating officer, James Lynn and Stephen Jessup.

Manor Care also called for the number of board members to be fixed at six, with four seats held by officers and employees of Manor Care or its subsidiaries. It proposed that M. Keith Weikel, Geoffrey Meyers, Rodney Hildebrant and Steven Cavanaugh, all of whom are officers of Manor Care or one of its subsidiaries, be elected to fill those four seats.

Concern over shareholder value propelled Manor Care's action. IHHI has been trading in the $2 range. "Our preliminary analysis indicates that we should be able to offer shareholders a meaningful premium to the current trading price of IHHI shares and provide them with an alternative to holding those shares," Manor Care said in its letter to IHHI.

IHHI hired investment banking firm Houlihan Lokey Howard & Zukin to formulate a response to Manor Care. The board planned to hold a shareholders' meeting within 90 days, officials said.