<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
IN HOME HEALTH, INC.
..............................................................
(Name of issuer)
Common Stock, par value $.01 per share
................................................................................
(Title of class of securities)
453222
............................................
(CUSIP number)
R. Jeffrey Bixler
Vice President and General Counsel
HCR Manor Care, Inc.
333 North Summit Street
P. O. Box 10086
Toledo, Ohio 43699-0086
(419) 252-5500
................................................................................
(Name, address and telephone number of person authorized to receive
notices and communications)
December 22, 1998
...............................................................................
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box
/ /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(continued on following pages).
Page 1 of 9 Pages
<PAGE> 2
SCHEDULE 13D
- --------------------- ---------------------
CUSIP NO. 453222 PAGE OF PAGES
- --------------------- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ManorCare Health Services, Inc. 52-0886946
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
5,583,334
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
5,583,334
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,583,334
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
- --------------------- ---------------------
CUSIP NO. 453222 PAGE OF PAGES
- --------------------- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ManorCare, Inc. IRS ID No. 52-1200376
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
5,583,334
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
5,583,334
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,583,334
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
- --------------------- ---------------------
CUSIP NO. 453222 PAGE OF PAGES
- --------------------- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HCR Manor Care Inc. IRS ID No. 34-1687107
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
5,583,334
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
5,583,334
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,583,334
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
ITEM 1. SECURITY AND ISSUER.
This statement supersedes the statement on Schedule 13-D filed
by Manor Healthcare Corp., a Delaware corporation ("MHC"), on October 27, 1995
with respect to the common stock, par value $.01 per share (the "Common Stock"),
of In Home Health, Inc., a Minnesota corporation ("IHHI"), whose principal
executive offices are located at Carlson Center, Suite 500, 601 Lakeshore
Parkway, Minnetonka, Minnesota 55305-5214.
ITEM 2. IDENTITY AND BACKGROUND.
This superseding statement on Schedule 13D is filed with
respect to the Common Stock by each of ManorCare Health Services, Inc., a
Delaware corporation and the successor to MHC ("MHS"), its parent Manor Care,
Inc., a Delaware corporation ("Manor Care"), and its parent HCR Manor Care,
Inc., a Delaware corporation ("HCR" and, together with MHS and Manor Care, the
"Filing Persons"), pursuant to a Joint Filing Agreement attached hereto as
Exhibit 3.
The principal place of business of each Filing Person is 333
North Summit Street, P. O. Box 10086, Toledo, Ohio 43699-0086. Each Filing
Person is a provider of a range of health care services, including long-term
care, subacute medical care, rehabilitation therapy, home health care, pharmacy
services and management services for subacute care, rehabilitation therapy,
vision care and eye surgery. Set forth in Schedule A is the name, citizenship,
business or residence address and present principal occupation or employment, as
well as the name and address of any corporation or other organization in which
such occupation or employment is conducted, of each of the directors and
executive officers of each Filing Person, as of the date hereof.
During the last five years, no Filing Person, nor, to the
knowledge of any Filing Person, any person named in Schedule A, (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) has been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (j) On May 2, 1995 MHC entered into a purchase agreement
(the "Purchase Agreement") with IHHI pursuant to which MHC acquired 6,440,000
shares of Common Stock, 200,000 shares of Series A Convertible Stock (the
"Preferred Stock") and a warrant exercisable for three years to purchase up to
6,000,000 shares of Common Stock (the "Warrant"). On October 23, 1995, IHHI
agreed to sell to MHC an additional 310,000 shares of Common Stock. On October
24, 1998, MHS's right, as successor to MHC, to purchase Common Stock under the
Warrant expired unexercised. On December 1, 1998, the Common Stock underwent a
one-for-three reverse stock split. As a result of the foregoing, MHS now holds
2,250,000 shares of Common Stock and 200,000 shares of Preferred Stock, which is
convertible into 3,333,334 shares of Common Stock.
Pursuant to its certificate of designation, each share of
Preferred Stock had the voting rights of the underlying Common Stock on an
as-converted basis. On December 22, 1998, MHS and the Issuer entered into the
Second Preferred Stock Modification Agreement (the "Modification Agreement")
pursuant to which MHS irrevocably waived all of the Preferred Stock's voting
rights of the underlying common stock granted under Section 6.01(i) of the
Certificate of Designation except with respect to proposals presented to the
holders of IHHI's Common Stock to: (i) wind-up, dissolve or liquidate IHHI or
revoke or forfeit its charter; (ii) amend its articles of incorporation; (iii)
merge or consolidate or enter into an exchange agreement with another
corporation; or (iv) sell, lease, transfer or otherwise dispose of all or
substantially all of IHHI's assets not in the usual and regular course of
business. In exchange, IHHI irrevocably waived its right to pay dividends on the
Preferred Stock in the form of shares of Common Stock.
Page 2 of 9 Pages
<PAGE> 6
Except as set forth herein, no Filing Person has any plans or
proposals that relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j) of Item 4 of Schedule 13D. Subject to certain
restrictions, the Filing Persons may at any time review or reconsider its
position with respect to any such matters, but has no present intention of doing
so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) As of December 22, 1998, MHS is the direct record
owner of 5,583,334 shares of Common Stock, constituting approximately 63.2% of
the Common Stock outstanding, based upon 8,836,070 shares of Common Stock
outstanding (consisting of 5,502,736 shares then outstanding and 3,333,334
shares issuable upon conversion of the Preferred Stock deemed to be outstanding
for purposes of this Schedule pursuant to Rule 13d-3(d)(1)).
Each of HCR (acting through its wholly owned subsidiaries,
Manor Care and MHS), and Manor Care (acting through its wholly owned subsidiary
MHS), indirectly has sole power to vote or direct the vote, and to dispose or to
direct the disposition of the shares of the Common Stock directly owned by MHS.
As a result, HCR and Manor Care may be deemed to beneficially own the shares of
the Common Stock directly owned by MHS. None of the persons identified on
Schedule A attached hereto beneficially own (including those shares for which
there is a right to acquire) any shares of any class or series of IHHI.
(c) Except as described in Item 4 above, there have not been
any transactions in the Common Stock effected by or for the account of any of
the Filing Persons or any executive officer or director the Filing Persons
during the last 60 days.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
MHS (as successor to MHC) is party to a Registration Rights
Agreement with IHHI (the "Registration Rights Agreement"). Pursuant to the
Registration Rights Agreement, MHS will have the right to require IHHI to use
its best efforts to register for sale in an underwritten public offering under
the Securities Act of 1933, as amended, (the "Securities Act") at IHHI's
expense, all or any portion of the Common Stock held by MHS or the Common Stock
into which the Preferred Stock, directly or indirectly, is convertible
("Registrable Securities"). IHHI will not be entitled to sell its securities in
any such registration for its own account without the consent of MHS. In
addition, if IHHI at any time seeks to register under the Securities Act for
sale to the public any of its securities, IHHI must include, at MHS's request,
MHS's Registrable Securities in the registration statement, subject to
underwriter cutback provisions.
Except as set forth above, none of the persons identified in
Item 2 of this Schedule (including the persons listed on Schedule A attached
hereto) has any contracts, arrangements, understandings or relationships (legal
or otherwise) among such persons or with any other person with respect to any
securities of IHHI, including, but not limited to, transfer or voting of any
securities of IHHI, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss or the giving
or withholding of proxies.
Page 3 of 9 Pages
<PAGE> 7
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
1.* Registration Rights Agreement dated as of October 24, 1995, by
and between In Home Health Inc. and Manor Healthcare Corp.
2. Second Preferred Stock Modification Agreement, dated December
22, 1998 by and between In Home Health, Inc., a Minnesota
corporation, and ManorCare Health Services, Inc., a Delaware
corporation.
3. Joint Filing Agreement dated March 26, 1999, by and among
ManorCare Health Services, Inc. and Manor Care, Inc. and HCR
Manor Care, Inc.
*Exhibit filed previously.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 26, 1999 MANORCARE HEALTH SERVICES, INC.
MANOR CARE, INC.
HCR MANOR CARE, INC.
By: /s/ R. Jeffrey Bixler
------------------------------------
Name: R. Jeffrey Bixler
Title: Vice President
Page 4 of 9 Pages
<PAGE> 8
DIRECTORS AND EXECUTIVE OFFICERS OF
MANORCARE HEALTH SERVICES, INC.
The name, business address and title with Manor Care, Inc. and
present principal occupation or employment, of each of the directors and
executive officers of ManorCare Health Services, Inc. are set forth below.
Except as indicated, each person's business address is 333 North Summit Street,
P. O. Box 10086, Toledo, Ohio 43699-0086. Each person listed below is a citizen
of the United States.
<TABLE>
<CAPTION>
Directors
<S> <C>
Present Principal Occupation
Name Including Name of Employer
Geoffrey G. Meyers Executive Vice President and
Chief Financial Officer
HCR Manor Care, Inc.
Paul A. Ormond President and Chief Executive Officer
HCR Manor Care, Inc.
M. Keith Weikel Senior Executive Vice President and
Chief Operating Officer
HCR Manor Care, Inc.
Executive Officers
Name Title
Paul A. Ormond President and Chief Executive Officer
M. Keith Weikel Senior Executive Vice President and
Chief Operating Officer
Geoffrey G. Meyers Executive Vice President and
Chief Financial Officer
R. Jeffrey Bixler Vice President and General Counsel
Nancy A. Edwards Vice President
Jeffrey W. Ferguson Vice President
Larry R. Godla Vice President
Jeffrey A. Grillo Vice President
Spencer C. Moler Vice President and Controller
Richard W. Parades Vice President
F. Joseph Schmitt Vice President
Paul G. Sieben Vice President
</TABLE>
Page 5 of 9 Pages
<PAGE> 9
DIRECTORS AND EXECUTIVE OFFICERS OF
MANOR CARE, INC.
The name, business address and title with Manor Care, Inc. and
present principal occupation or employment, of each of the directors and
executive officers of Manor Care, Inc. are set forth below. Except as indicated,
each person's business address is 333 North Summit Street, P. O. Box 10086,
Toledo, Ohio 43699-0086. Each person listed below is a citizen of the United
States.
<TABLE>
<CAPTION>
Directors
<S> <C>
Present Principal Occupation
Name Including Name of Employer
Geoffrey G. Meyers Executive Vice President and
Chief Financial Officer
HCR Manor Care, Inc.
Paul A. Ormond President and Chief Executive Officer
HCR Manor Care, Inc.
M. Keith Weikel Senior Executive Vice President and
Chief Operating Officer
HCR Manor Care, Inc.
Executive Officers
Name Title
Paul A. Ormond President and Chief Executive Officer
M. Keith Weikel Senior Executive Vice President and
Chief Operating Officer
Geoffrey G. Meyers Executive Vice President and
Chief Financial Officer
R. Jeffrey Bixler Vice President and General Counsel
Nancy A. Edwards Vice President
Jeffrey W. Ferguson Vice President
Larry R. Godla Vice President
Jeffrey A. Grillo Vice President
Spencer C. Moler Vice President and Controller
Richard W. Parades Vice President
F. Joseph Schmitt Vice President
Paul G. Sieben Vice President
</TABLE>
Page 6 of 9 Pages
<PAGE> 10
DIRECTORS AND EXECUTIVE OFFICERS OF
HCR MANOR CARE, INC.
The name, business address and title with HCR Manor Care, Inc. and
present principal occupation or employment, of each of the directors and
executive officers of HCR Manor Care, Inc. are set forth below. Except as
indicated, each person's business address is 333 North Summit Street, P. O. Box
10086, Toledo, Ohio 43604-0086. Each person listed below is a citizen of the
United States.
<TABLE>
<CAPTION>
<S> <C>
Present Principal Occupation
Name Including Name of Employer
Stewart Bainum Chairman of the Board,
Realty Investment Company, Inc.
Stewart Bainum, Jr. Chairman of the Board,
HCR Manor Care, Inc.
Joseph H. Lemieux Chief Executive Officer of
Owens-Illinois, Inc.
William H. Longfield Chairman and Chief Executive Officer,
C.R. Board, Inc.
Frederic V. Malek Chairman, Thayer Capital Partners
Paul A. Ormond President and Chief Executive Officer,
HCR Manor Care, Inc.
Robert J. Siefers Vice Chairman and Chief Financial Officer,
National City Corporation
M. Keith Weikel Senior Executive Vice President and
Chief Operating Officer,
HCR Manor Care, Inc.
Gail R. Wilensky, Ph.D. Senior Fellow at Project Hope
Thomas L. Young Executive Vice President-Administration and
General Counsel,
Owens-Illinois, Inc.
Name Executive Officers
Paul A. Ormond President and Chief Executive Officer
M. Keith Weikel Senior Executive Vice President and
Chief Operating Officer
Geoffrey G. Meyers Executive Vice President and
Chief Financial Officer
R. Jeffrey Bixler Vice President and General Counsel
Nancy A. Edwards Vice President
Jeffrey W. Ferguson Vice President
Larry R. Godla Vice President
Jeffrey A. Grillo Vice President
Spencer C. Moler Vice President and Controller
Richard W. Parades Vice President
</TABLE>
Page 7 of 9 Pages
<PAGE> 11
<TABLE>
<S> <C>
F. Joseph Schmitt Vice President
Paul G. Sieben Vice President
</TABLE>
Page 8 of 9 Pages
<PAGE> 1
EXHIBIT 2
SECOND PREFERRED STOCK MODIFICATION AGREEMENT
THIS SECOND PREFERRED STOCK MODIFICATION AGREEMENT ("Agreement") is made this
22nd day of December, 1998 by and between IN HOME HEALTH, INC., a Minnesota
corporation ("In Home") and MANORCARE HEALTH SERVICES, INC., a Delaware
corporation ("ManorCare").
WHEREAS, ManorCare holds all the outstanding shares of In Home's Series A
Preferred Stock (the "Preferred Stock"), which consists of 200,000 shares of the
Preferred Stock;
WHEREAS, under Section 601(i) of the Certificate of Designation (the
"Certificate") governing the Preferred Stock, the Preferred Stock has the right
to vote on an as-if-converted basis with In Home's Common Stock by casting fifty
(50) votes for each outstanding share of Preferred Stock;
WHEREAS, it is anticipated that In Home will benefit from more independent
and diverse control of its affairs;
WHEREAS, under Section 201 of the Certificate, the annual rate of
dividends payable on each share of the Preferred Stock is 12% of the liquidation
value thereof; and under Section 207 of the Certificate In Home has the option
to pay the dividend specified by Section 201 in shares of Common Stock having a
fair market value equal to the amount of the dividend to be paid; and
WHEREAS, In Home and ManorCare have agreed that ManorCare will
irrevocably waive its rights under Section 601(i) of the Certificate in
exchange for which In Home will waive its rights under Section 207 of the
Certificate.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. REPRESENTATION BY MANORCARE. ManorCare hereby represents and warrants
to In Home that it is the sole owner of the Preferred Stock, that the Preferred
Stock is not subject to any encumbrances created by ManorCare or rights of any
third parties, and that Manor Care has full power and authority to enter into
this Agreement.
2. WAIVER.
(a) ManorCare hereby irrevocably waives the voting rights of the
Preferred Stock granted under Section 601(i) of the Certificate except with
respect to any proposal presented to In Home's stockholders: (i) to wind-up,
dissolve or liquidate In Home or revoke or forfeit its charter; (ii) to amend In
Home's articles of incorporation; (iii) merge or consolidate or enter into an
exchange agreement with another corporation; or (iv) sell, lease, transfer or
<PAGE> 2
otherwise dispose of all or substantially all of In Home's assets not in the
usual and regular course of business. ManorCare agrees that this Agreement and
waiver shall be binding upon any transferee of any of the Preferred Shares as a
condition to any transfer thereof. The waiver contained herein does not apply to
any voting rights under Section 601(ii) of the Certificate, nor does this waiver
create any voting rights where none now exist.
(b) In Home hereby agrees that with respect to the dividends payable
under Section 201 of the Certificate on the Preferred Stock, In Home irrevocably
waives its right under Section 207 of the Certificate to pay such dividends in
Common Stock. In Home agrees that this Agreement and waiver shall inure to the
benefit of any transferee of the Preferred Shares.
3. LEGEND. All stock certificates representing Preferred Stock shall
bear a legend stating:
"The Preferred Stock evidenced by this certificate is subject to a
Second Preferred Stock Modification Agreement under which certain of
the voting rights of the holder and any subsequent transferee of these
shares under Section 601(i) of the Certificate of Designation
governing these shares have been waived and the Company has waived its
right under Section 207 of the Certificate of Designation to pay in
the form of Common Stock the dividends payable under Section 201 of
the Certificate of Designation. Any transfer of these shares, whether
or not for value, is subject to the condition that the transferee
agrees to be bound by such waiver. A copy of the Second Preferred
Stock Modification Agreement is available upon request from the
issuer."
4. HEADINGS. The section headings herein are for convenience only and shall
not affect the construction of this Agreement.
5. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties concerning the subject matter. No provision of this Agreement shall be
modified or waived other than by a written agreement signed by both of the
parties to this Agreement.
6. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.
7. GOVERNING LAW. This Agreement shall be governed by the laws of the State
of Minnesota, without regard to principles of conflicts of laws.
2
<PAGE> 3
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
IN HOME HEALTH, INC. MANORCARE HEALTH SERVICES, INC.
By: /s/ Wolfgang von Maack By: /s/ R. Jeffrey Bixler
----------------------------- ---------------------------------
Wolfgang von Maack R. Jeffrey Bixler
Its: Chairman, CEO and President Its: Vice President
----------------------------- -------------------------------
3
<PAGE> 1
EXHIBIT 3
JOINT FILING AGREEMENT
The undersigned hereby agree to jointly file a statement on
Schedule 13D, together with any amendments thereto (collectively, the "Schedule
13Ds"), with the Securities and Exchange Commission pursuant to the requirements
of Rule 13-d-1(f) under the Securities Exchange Act of 1934, as amended.
This Joint Filing Agreement may be signed in counterpart
copies.
Dated: March 26, 1999 MANORCARE HEALTH SERVICES, INC.
MANOR CARE, INC.
HCR MANOR CARE, INC.
By: /s/ R. Jeffrey Bixler
--------------------------------------
Name: R. Jeffrey Bixler
Title: Vice President
HCR MANOR CARE INC.
By: /s/ R. Jeffrey Bixler
--------------------------------------
Name: R. Jeffrey Bixler
Title: Vice President and General Counsel
MANOR CARE, INC.
By: /s/ R. Jeffrey Bixler
--------------------------------------
Name: R. Jeffrey Bixler
Title: Vice President
