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Exhibit 99.2
VIA CERTIFIED MAIL - RETURN RECEIPT REQUESTED
May 31, 2000
Mr. Clyde Michael Ford
President
In Home Health, Inc.
801 Carlson Parkway, Suite 500
Minnetonka, MN 55305
Re: DEMAND FOR A SPECIAL MEETING OF SHAREHOLDERS: NOTICE OF INTENT
TO MAKE NOMINATION
Dear Mr. Ford:
Please accept this letter as ManorCare Health Services, Inc.'s ("MCHS")
written demand for a special meeting of the shareholders (the "Special Meeting")
of In Home Health, Inc. (the "Company") for the purpose of: (i) removing all
directors of the Company other than Clyde Michael Ford and Eugene Terry,
including without limitation, removing Wolfgang von Maack, Steven M. Jessup,
James J. Lynn and Judith Irene Storfjell (or any of their successors), and any
other directors now or hereafter appointed prior to the Special Meeting; (ii)
fixing the number of directors which shall constitute the whole Board of
Directors of the Company at six; and (iii) electing four new directors to fill
the vacancies created by such removal. In accordance with Article II, Section 3
of the Company's Restated By-laws, within thirty (30) days after the receipt of
this demand the Board of Directors of the Company shall cause the Special
Meeting to be called and held on notice no later than ninety (90) days after the
receipt of this demand.
We request that the Board of Directors delay sending the notice until
the end of the 30-day period so that MCHS and the Company can engage in
discussions concerning actions which MCHS believes would be in the best
interests of all stockholders. We further request that the Special Meeting be
held as promptly as possible after the notice bas been sent. We believe that the
Special Meeting could reasonably be held within 30 days from the sending of the
notice. In addition. we request that the Board of Directors refrain from
entering into or modifying any compensation arrangements with any of the
officers or directors of the Company prior to the Special Meeting or otherwise
taking any action which may serve to limit or restrict the Board of Directors'
ability to maximize shareholder value following the Special Meeting.
As indicated above, one of the stated purposes of the meeting will be
to present for approval by the shareholders a resolution fixing the number of
directors at six (6) in accordance with Article III, Section 2 of the Company's
Restated By-Laws.
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Please also accept this letter as written notice of MCHS's intent to
make a nomination at the Special Meeting of four persons for election as
directors to fill the vacancies created by the removal of directors. The
following information is being provided in accordance with Article III Section
11 of the Company's Restated By-laws:
(i) Name and address of shareholder who intends to make the nomination -
ManorCare Health Services, Inc., 333 North Summit Street, Toledo, Ohio
43604,
(ii) MCHS hereby represents that it is a holder of record of 2,250,000
shares of common stock of the Company entitled to vote at the Special
Meeting and intends to appear in person or by proxy at the Special
Meeting to nominate the persons specified in this notice.
(iii) The name, age, business and residence addresses, and principal
occupation of each nominee are as follows:
<TABLE>
<CAPTION>
NAME AND AGE OCCUPATION ADDRESSES (BUSINESS; RESIDENCE)
------------ ---------- -------------------------------
<S> <C> <C>
M. Keith Weikel (62) Senior Executive Vice President of 333 North Summit Street,
ManorCare, Inc. Toledo, Ohio 43604;
3 Riverhills Lane
Toledo, Ohio 43623
Geoffrey G. Meyers (56) Executive Vice President of 333 North Summit Street,
ManorCare, Inc. Toledo, Ohio 43604;
2603 Falmouth
Toledo, Ohio 43615
Rodney A. Hildebrant (44) President of HCR Home Health Care 333 North Summit Street,
and Hospice, Inc. and Heartland Home Toledo, Ohio 43604;
Care, Inc.
3001 N.E. 485th Street
Light House Point, FL 33044
Steven M. Cavanaugh (30) Vice President of ManorCare, Inc. 333 North Summit Street,
Toledo, Ohio 43604;
1115 Bedford Woods Dr.
Toledo, Ohio 43615
</TABLE>
(iv) There are no arrangements or understandings between MCHS and any
nominee or any other person or persons pursuant to which the nomination
is to be made by MCHS, except that: (a) M. Keith Weikel is a director
and officer of MCHS and of ManorCare, Inc. ("ManorCare"), the parent
company of MCHS; (b) Geoffrey G. Meyers is an officer of
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MCHS and of ManorCare; (c) Rodney A. Hildebrant is an officer of HCR
Home Health Care and Hospice, Inc. and of Heartland Home Care, Inc.,
both of which are wholly-owned subsidiaries of ManorCare; and (d)
Steven M. Cavanaugh is an officer of MCHS and of ManorCare.
(v) The business experience of, and the directorships held by, each of the
nominees are as follows:
Mr. Weikel has been Senior Executive Vice President of ManorCare,
Inc. since 1991 and a director of ManorCare, Inc. since 1992.
Mr. Meyers has been Executive Vice President, Chief Financial
Officer and Treasurer of ManorCare, Inc. since 1991.
Mr. Hildebrant has been President of HCR Home Health Care and
Hospice, Inc. and Heartland Home Care, Inc. since 1994.
Mr. Cavanaugh has been Vice President of ManorCare, Inc. since
February 2000. He was Assistant Vice President of Health Care and
Retirement Corporation of America from 1998 to February 2000, and
Manager of Corporate Development of Health Care and Retirement
Corporation of America from 1994 to 1998.
(vi) The consent of each nominee to serve as a director of the Company if so
elected is attached hereto.
Please contact me immediately if the Company requires additional
information to determine eligibility of the proposed nominees to serve as
directors of the Company, or if the Company determines that MCHS must take
additional actions to ensure that the nomination and the demand for the Special
Meeting are made in accordance with the procedures described in the Restated
By-laws.
Very truly yours,
/s/ Paul A. Ormond
Chairman, President & Chief
Executive Officer
ManorCare Health Services, Inc.
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CONSENT
I, M. Keith Weikel, hereby consent to serve as a director of In Home Health
Inc. (the "Company") if so elected at the Company's Special Meeting of
Stockholders to be held within approximately 90 days from the date hereof.
By: /s/ M. Keith Weikel
---------------------------------
Date: May 30, 2000
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CONSENT
I, Geoffrey G. Meyers, hereby consent to serve as a director of In Home
Health Inc. (the "Company") if so elected at the Company's Special Meeting of
Stockholders to be held within approximately 90 days from the date hereof.
By: /s/ G.G. Myers
---------------------------------
Date: May 30, 2000
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CONSENT
I, Rodney A. Hildebrant, hereby consent to serve as a director of In
Home Health Inc. (the "Company") if so elected at the Company's Special Meeting
of Stockholders to be held within approximately 90 days from the date hereof.
By: *
---------------------------------
Date: May 30, 2000
* An executed original of this Consent will be provided with the
certified mailing, which will be sent on May 31, 2000.
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CONSENT
I, Steven M. Cavanaugh, hereby consent to serve as a director of In
Home Health Inc. (the "Company") if so elected at the Company's Special Meeting
of Stockholders to be held within approximately 90 days from the date hereof.
By: /s/ Steven M. Cavanaugh
---------------------------------
Date: May 30, 2000
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