<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
IN HOME HEALTH, INC.
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(Name of Issuer)
Common Stock, par value $.03 per share
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(Title of Class of Securities)
453222
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(CUSIP Number)
R. Jeffrey Bixler
Vice President, General Counsel and Secretary
Manor Care, Inc.
333 North Summit Street
P. O. Box 10086
Toledo, Ohio 43699-0086
(419) 252-5500
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 13, 2000
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(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 that 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 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).
Page 1 of 12 Pages
<PAGE> 2
SCHEDULE 13D
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CUSIP No. 453222 Page 2 of 12 Pages
---------------- ----------------------
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1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ManorCare Health Services, Inc. IRS I.D. No. 52-0886946
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO,WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7. SOLE VOTING POWER
NUMBER OF
6,730,069
SHARES -----------------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
REPORTING
6,730,069
PERSON -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,730,069
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.84%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE> 3
SCHEDULE 13D
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CUSIP No. 453222 Page 3 of 12 Pages
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1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Manor Care of America, Inc. (f/k/a Manor Care, Inc.) IRS I.D. No. 52-1200376
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO,WC
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
6,730,069
SHARES -----------------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
REPORTING
6,730,069
PERSON -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,730,069
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.84%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE> 4
SCHEDULE 13D
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CUSIP No. 453222 Page 4 of 12 Pages
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1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Manor Care, Inc.(f/k/a HCR Manor Care, Inc.) IRS I.D. No. 34-1687107
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO,WC
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
6,730,069
SHARES -----------------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
REPORTING
6,730,069
PERSON -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,730,069
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.84%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
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<PAGE> 5
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 7 to Schedule 13D (this "Amendment") amends and
supplements the statement on Schedule 13D filed by Manor Healthcare Corp., a
Delaware corporation ("MHC"), on October 27, 1995, as amended by Amendment No. 1
to Schedule 13D filed on March 26, 1999, Amendment No. 2 to Schedule 13D filed
May 23, 2000, Amendment No. 3 to Schedule 13D filed June 1, 2000, Amendment No.
4 to Schedule 13D filed June 29, 2000, Amendment No. 5 to Schedule 13D filed
June 30, 2000, and Amendment No. 6 to Schedule 13D filed on July 10, 2000, with
respect to the common stock, par value $.03 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 Carlson Parkway,
Minnetonka, Minnesota 55305-5214.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment 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 of America, Inc., a Delaware corporation formerly
known as Manor Care, Inc. ("MCA"), and its parent Manor Care, Inc., a Delaware
corporation formerly known as HCR Manor Care, Inc. ("Manor Care" and, together
with MHS and MCA, collectively referred to herein as the "Filing Persons").
The principal place of business of each Filing Person is 333 North
Summit Street, Toledo, Ohio 43604. 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 on Schedule A hereto 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 IHHI entered into the Second Preferred
Stock 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
Page 5 of 12 Pages
<PAGE> 6
business. In exchange, IHHI irrevocably waived its right to pay dividends on the
Preferred Stock in the form of shares of Common Stock.
On May 31, 2000, MHS sent a letter to the President of IHHI demanding a
special meeting of the shareholders of IHHI for the purpose of: (i) removing
all directors of IHHI 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 such special meeting; (ii) fixing the number
of directors which shall constitute the whole Board of Directors of IHHI at six;
and (iii) electing four new directors to fill the vacancies created by such
removal.
On June 28, 2000, MHS acquired 454,401 shares of Common Stock pursuant
to a Stock Purchase Agreement, dated June 28, 2000 (the "Heartland Purchase
Agreement"), between MHS and Heartland Advisors, Inc., in its capacity as
investment advisor for and on behalf of the Heartland Value Fund, a duly
designated mutual fund series of Heartland Group, Inc. (collectively,
"Heartland"), for a price per share of $3.375 in cash, representing an aggregate
purchase price of $1,533,603.38. In connection with this transaction, Heartland
delivered an Irrevocable Proxy, dated June 28, 2000, appointing Paul A. Ormond,
M. Keith Weikel, Geoffrey G. Meyers and R. Jeffrey Bixler as proxies and
attorneys-in-fact to vote the shares of Common Stock acquired by MHS pursuant to
the Heartland Purchase Agreement.
On June 29, 2000, MHS acquired 692,334 shares of Common Stock as
follows: (i) 461,734 shares of Common Stock pursuant to a Letter Agreement,
dated June 29, 2000 (the "RS Purchase Agreement"), between MHS and RS Value
Group, LLC, on behalf of RS Orphan Fund, L.P. and RS Orphan Offshore Fund, L.P.
(collectively, "RS"), for a price per share of $3.375, representing an aggregate
purchase price of $1,558,352.23, and (ii) 230,600 shares of Common Stock
pursuant to a Letter Agreement, dated June 29, 2000 (the "Eastbourne Purchase
Agreement"), between MHS and Eastbourne Capital Management L.L.C., on behalf of
Black Bear Fund I, L.P., Black Bear Fund II, L.L.C., Black Bear Offshore Fund
and Black Bear Pacific Master Fund (collectively, "Eastbourne"), for a price per
share of $3.375, representing an aggregate purchase price of $778,275. In
connection with each of these transactions, each of RS and Eastbourne delivered
an Irrevocable Proxy, dated June 29, 2000, appointing Paul A. Ormond, M. Keith
Weikel, Geoffrey G. Meyers and R. Jeffrey Bixler as proxies and
attorneys-in-fact to vote the shares of Common Stock acquired by MHS pursuant to
the RS Purchase Agreement and the Eastbourne Purchase Agreement, respectively.
On July 7, 2000, IHHI informed MHS that all directors of IHHI, other
than Clyde Michael Ford and Eugene Terry, had resigned from the Board of
Directors and all committees thereof. Also on July 7, 2000, M. Keith Wiekel and
Geoffrey G. Meyers, each of whom is an officer and director of each of the
Filing Persons, was appointed to the Board of Directors of IHHI. MHS intends to
seek the appointment of additional directors to the Board of Directors of IHHI
following certain filings with the Securities and Exchange Commission.
On July 10, 2000, MHS sent a letter to the Chairman of the Board of
Directors of IHHI proposing a business combination between MHS and IHHI in which
IHHI shareholders would receive $3.375 in cash for each share of Common Stock.
In this letter, MHS indicated that it is prepared to enter into immediate
negotiations with the IHHI Board of Directors, management, and legal and
financial advisors regarding the terms of a definitive agreement. In addition,
MHS indicated that its proposal was not contingent upon financing and was
subject to the negotiation of a definitive merger agreement on customary terms
and conditions, including all required regulatory and board approvals. Although
MHS and IHHI have not agreed to the terms or conditions of any specific
transaction, MHS intends to seek a business combination with IHHI that may
result in a change to the present Board of Directors or management of IHHI,
and/or may cause IHHI's Common Stock to cease to be listed on the Nasdaq
National Market.
Also, on July 10, 2000, MHS sent a letter to the Chairman of the Board
of Directors of IHHI withdrawing the demand for a special meeting of the
shareholders of IHHI made pursuant to MHS's letter of May 31, 2000.
On September 13, 2000, MHS entered into an Agreement and Plan of
Merger (the "Merger Agreement"), by and among IHHI, MHS and IHHI Acquisition
Corp., a Minnesota corporation and wholly owned subsidiary of MHS ("Merger
Sub"). Pursuant to the Merger Agreement, Merger Sub will be merged (the
"Merger") with and into IHHI, with IHHI continuing as the surviving
corporation. Upon consummation of the Merger, each share of Common Stock
(other than shares of Common Stock owned by MHS and its subsidiaries) shall be
converted into the right to receive cash in the amount of $3.70, without
interest (the "Merger Consideration"), payable to the holder thereof, prorated
for fractional shares. The Merger Agreement and the Merger were approved by
the Board of Directors of IHHI acting upon the recommendation of the Special
Committee of the Board of Directors. The Special Committee was comprised of
directors not affiliated with any of the Filing Persons and reached its
decision working with its financial advisor, Houlihan, Lokey, Howard & Zukin
Financial Advisors, Inc. The Merger Agreement and the Merger are subject to
approval by the holders of the majority of IHHI's Common Stock and Preferred
Stock. Pursuant to the Merger Agreement, MHS has agreed to vote, or cause to
be voted, all shares of Common Stock and Preferred Stock owned by MHS and its
subsidiaries (which shares represent an aggregate of approximately 75.84% of
the outstanding shares entitled to vote with respect to the Merger), in favor
of the Merger Agreement and the Merger.
As a result of the Merger, IHHI will become a wholly owned subsidiary
of MHS and the Common Stock will become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended. In addition, the Merger will result in the Common Stock
ceasing to be listed on the Nasdaq National Market System.
Except as set forth herein, no Filing Person has any other present
plans or proposals which relate to, or could result in, any of the matters
described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) The aggregate number and percentage of shares of Common Stock
beneficially owned by the Filing Persons as of September 13, 2000 is 6,730,069
shares of Common Stock, representing approximately 75.84% of the 8,873,558
shares of Common Stock the Filing Persons believe to be outstanding. This latter
number of shares is arrived at by adding the number of shares of Common Stock
IHHI has informed the Filing Persons were outstanding on July 31, 2000
(5,540,224) plus 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 Manor Care (acting through its wholly owned subsidiaries,
MCA and MHS), and MCA (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 Common Stock directly owned by MHS. As a
result, Manor Care and MCA 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 owns (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.
Page 6 of 12 Pages
<PAGE> 7
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,
Registrable Securities in the registration statement, subject to underwriter
cutback provisions.
In connection with the Heartland Purchase Agreement, Heartland
delivered an Irrevocable Proxy, dated June 28, 2000, appointing Paul A. Ormond,
M. Keith Weikel, Geoffrey G. Meyers and R. Jeffrey Bixler, each of whom is an
officer of MHS, as proxies and attorneys-in-fact to vote the shares of Common
Stock acquired by MHS pursuant to the Heartland Purchase Agreement.
In connection with the RS Purchase Agreement and the Eastbourne
Purchase Agreement, respectively, RS and Eastbourne each delivered an
Irrevocable Proxy, dated June 29, 2000, appointing Paul A. Ormond, M. Keith
Weikel, Geoffrey G. Meyers and R. Jeffrey Bixler, each of whom is an officer of
MHS, as proxies and attorneys-in-fact to vote the shares of Common Stock
acquired by MHS pursuant to such agreements.
Pursuant to the Merger Agreement, MHS has agreed to vote, or cause to
be voted, all shares of Common Stock and Preferred Stock owned by MHS and its
subsidiaries in favor of the Merger Agreement and the Merger.
Except as set forth above or in the response to Item 4 of this
Amendment, none of the persons identified in Item 2 of this Amendment (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.
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. and ManorCare Health Services, Inc.
3.* Joint Filing Agreement, dated March 26, 1999, by and among ManorCare
Health Services, Inc., Manor Care, Inc. and HCR Manor Care, Inc.
4.* Letter dated May 31, 2000 from ManorCare Health Services, Inc. to the
President of In Home Health, Inc.
5.* Stock Purchase Agreement, dated June 28, 2000, between Heartland
Advisors, Inc., on behalf of Heartland Value Fund, and ManorCare
Health Services, Inc.
6.* Irrevocable Proxy, dated June 28, 2000.
7.* Letter Agreement, dated June 29, 2000, between ManorCare Health
Services, Inc. and RS Value Group, LLC, on behalf of RS Orphan Fund,
L.P. and RS Orphan Offshore Fund, L.P.
8.* Irrevocable Proxy, dated June 29, 2000.
9.* Letter Agreement, dated June 29, 2000, between ManorCare Health
Services, Inc. and Eastbourne Capital Management LLC, on behalf of
Black Bear Fund I, L.P., Black Bear Fund II, L.L.C., Black Bear
Offshore Fund and Black Bear Pacific Master Fund.
10.* Irrevocable Proxy, dated June 20, 2000.
11.* Letter dated July 10, 2000 from ManorCare Health Services, Inc. to
the Chairman of the Board of In Home Health, Inc.
12.* Letter dated July 10, 2000 from ManorCare Health Services, Inc. to the
Chairman of the Board of In Home Health, Inc. withdrawing request for
special meeting of shareholders.
13. Agreement and Plan of Merger, dated as of September 13, 2000, by and
among In Home Health, Inc., ManorCare Health Services, Inc. and IHHI
Acquisition Corp.
*Exhibit filed previously.
Page 7 of 12 Pages
<PAGE> 8
SIGNATURE
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: September 13, 2000 MANOR CARE, INC.
By: /s/ R. Jeffrey Bixler
-------------------------------
Name: R. Jeffrey Bixler
Title: Vice President, General Counsel and Secretary
MANOR CARE OF AMERICA, INC.
By: /s/ R. Jeffrey Bixler
-------------------------------
Name: R. Jeffrey Bixler
Title: Vice President, General Counsel and Secretary
MANORCARE HEALTH SERVICES, INC.
By: /s/ R. Jeffrey Bixler
-------------------------------
Name: R. Jeffrey Bixler
Title: Vice President, General Counsel and Secretary
Page 8 of 12 Pages
<PAGE> 9
SCHEDULE A
1. 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, Toledo, Ohio 43604.
Each person listed below is a citizen of the United States.
DIRECTORS
NAME PRESENT PRINCIPAL OCCUPATION
---- ----------------------------
John T. Schwieters Vice Chairman, Perseus, LLC
Stewart Bainum, Jr. Chairman of the Board, Manor Care, Inc.
Joseph H. Lemieux Chairman and Chief Executive Officer,
Owens-Illinois, Inc.
William H. Longfield Chairman and Chief Executive Officer,
C.R. Bard, Inc.
Frederic V. Malek Chairman, Thayer Capital Partners
Paul A. Ormond President and Chief Executive Officer,
Manor Care, Inc.
Robert G. Siefers Vice Chairman and Chief Financial Officer,
National City Corporation
M. Keith Weikel Senior Executive Vice President
and Chief Operating Officer, Manor Care, Inc.
Gail R. Wilensky Senior Fellow at Project HOPE
Thomas L. Young Executive Vice President-Administration
and General Counsel, Owens-Illinois, Inc.
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, General Counsel and Secretary
Steven M. Cavanaugh Vice President
William J. Chenevert Vice President
Nancy A. Edwards Vice President
R. Michael Ferguson Vice President
Larry R. Godla Vice President
John K. Graham Vice President
Jeffrey A. Grillo Vice President
Douglas G. Haag Vice President and Treasurer
David C. Heberling Vice President
Page 9 of 12 Pages
<PAGE> 10
J. Susan Hines Vice President
William H. Kinschner Vice President
David B. Lanning Vice President
Barry A. Lazarus Vice President
Larry C. Lester Vice President
Ann M. McDermott Vice President
Spencer C. Moler Vice President and Controller
O. William Morrison Vice President
Wade B. O'Brian Vice President
James P. Pagoaga Vice President
Richard W. Parades Vice President
John I. Remenar Vice President
F. Joseph Schmitt Vice President
Joyce C. Smith Vice President
Ronald P. Traupane Vice President
Deborah J. Workman Vice President
Jo Ann Young Vice President
2. DIRECTORS AND EXECUTIVE OFFICERS OF MANOR CARE OF AMERICA, INC.
The name, business address and title with Manor Care of America, Inc.
and present principal occupation or employment, of each of the
directors and executive officers of Manor Care of America, Inc. are set forth
below. Except as indicated, each person's business address is 333 North Summit
Street, Toledo, Ohio 43604. Each person listed below is a citizen of the United
States.
DIRECTORS
NAME PRESENT PRINCIPAL OCCUPATION
---- ----------------------------
Paul A. Ormond President and Chief Executive Officer,
Manor Care, Inc.
M. Keith Weikel Senior Executive Vice President
and Chief Operating Officer, Manor Care, Inc.
Geoffrey G. Meyers Executive Vice President
and Chief Financial Officer, Manor Care, Inc.
OFFICERS
NAME TITLE
---- -----
Paul A. Ormond Chairman, 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, General Counsel and Secretary
Page 10 of 12 Pages
<PAGE> 11
Steven M. Cavanaugh Vice President
Nancy A. Edwards Vice President
Larry R. Godla Vice President
John K. Graham Vice President
Jeffrey A. Grillo Vice President
Douglas G. Haag Vice President and Treasurer
David C. Heberling Vice President
William H. Kinschner Vice President
David B. Lanning Vice President
Barry A. Lazarus Vice President
Spencer C. Moler Vice President and Controller
O. William Morrison Vice President
Wade B. O'Brian Vice President
Richard W. Parades Vice President
John I. Remenar Vice President
F. Joseph Schmitt Vice President
3. DIRECTORS AND EXECUTIVE OFFICERS OF MANORCARE HEALTH SERVICES, INC.
The name, business address and title with ManorCare Health
Services, Inc. and present principal occupation or employment, of each of the
directors and executive officers of Manor Care Health Services, Inc. are set
forth below. Except as indicated, each person's business address is 333 North
Summit Street, Toledo, Ohio 43604. Each person listed below is a citizen of the
United States.
DIRECTORS
NAME PRESENT PRINCIPAL OCCUPATION
---- ----------------------------
Paul A. Ormond President and Chief Executive Officer,
Manor Care, Inc.
M. Keith Weikel Senior Executive Vice President
and Chief Operating Officer, Manor Care, Inc.
Geoffrey G. Meyers Executive Vice President
and Chief Financial Officer, Manor Care, Inc.
OFFICERS
NAME TITLE
---- -----
Paul A. Ormond Chairman, 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, General Counsel and Secretary
Page 11 of 12 Pages
<PAGE> 12
Steven M. Cavanaugh Vice President
Nancy A. Edwards Vice President
Larry R. Godla Vice President
John K. Graham Vice President
Jeffrey A. Grillo Vice President
Douglas G. Haag Vice President and Treasurer
David C. Heberling Vice President
William H. Kinschner Vice President
David B. Lanning Vice President
Barry A. Lazarus Vice President
Spencer C. Moler Vice President and Controller
O. William Morrison Vice President
Wade B. O'Brian Vice President
Richard W. Parades Vice President
John I. Remenar Vice President
F. Joseph Schmitt Vice President
Ronald P. Traupane Vice President
Page 12 of 12 Pages
