<PAGE> 1
===============================================================================
Securities and Exchange Commission
Washington, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 18, 1997
JUST LIKE HOME, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation) (Commission File No.)
3647 Cortez Road West
Bradenton, Florida 34210
(Address of principal executive office)
Registrant's telephone number, including area code: (941) 756-2555
===============================================================================
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ITEM 5. OTHER EVENTS
As previously reported, February 13, 1997, Just Like Home, Inc.
("Registrant"), Just Like Home Acquisition Corporation, a Florida corporation
("Acquisition") which is a wholly owned subsidiary of Registrant, and Community
Assisted Living Centers, Inc., a Florida corporation ("Community"), entered
into an Agreement and Plan of Merger ("Merger Agreement") dated February 13,
1997 pursuant to which Community will merge with and into Acquisition (the
"Merger"), and whereby Acquisition will be the surviving corporation and remain
a wholly-owned subsidiary of the Registrant, subject to the terms and conditions
of the Merger Agreement.
On March 14, 1997, Registrant, Acquisition and Community entered into
an amendment to the Merger Agreement, whereby the parties will have until March
31, 1997 to close the Merger anticipated by the Merger Agreement. The
Amendment to the Merger Agreement also provided that as of Monday, March 17,
1997, Community took operational
<PAGE> 3
control of Registrant. Community will use its best efforts in operating the
business and will make such changes as it deems necessary after consultation
and approval of Registrant. In addition, Community has agreed to fund the
operational needs of Registrant based upon Community's reasonable determination
of the cash needs of the Registrant business between March 17, 1997 and the
closing (excluding any capital expenditures or real estate taxes that may come
due during that period).
The Amendment to the Merger Agreement also extend Community's due
diligence period until March 31, 1997.
The Merger
If the Merger is completed, each share in Community will be exchanged
for one and one-half shares of JLH. The number of shares JLH will issue are
1,646,250.
The consummation of the merger is conditioned upon the satisfaction of
various conditions precedent contained in the Merger Agreement including
Community successfully completing its due diligence investigation of Registrant.
Operations After Merger
If the merger conditions are satisfied, Community will be merged into
Acquisition and Acquisition will be the surviving corporation and will remain a
wholly-owned subsidiary of Registrant. Effective upon the consummation of
merger, the Board of Directors of Registrant will consist of seven members.
Three members of the newly constituted board will be from Registrant's existing
board, and the remaining four shall be designees of Community.
In addition, the following will be officers of Registrant after
the merger:
Richard T. Conard Co-Chairman
Ronald Braun Co-Chairman
John F. Robenalt President & CEO
Michael Monahan Chief Financial Officer
Elizabeth A. Conard President, JLH subsidiary & Just
Like Family, Inc.
Victoria Partin Vice President, Operations
Vancene F. Robenalt Vice President, Construction
Thomas B. Luzier Vice President, Acquisition &
Development
Other than Dr. and Mrs. Conard, all persons listed are presently
officers of Community.
Certain Information About Community
Community is a Nokomis, Florida based corporation which was organized
in March 1996 to engage in the business of acquiring, developing, managing and
operating assisted living facilities. Until March 14, 1997, Community operated
a 68 unit facility in Bradenton, Florida, under a management agreement with the
facility's owner, a national provider of sub-acute, long term care services.
Community has four new facilities in various stages of
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development. Community has said that it would review its own facility
development schedules if the merger with JLH is completed.
As previously announced, the Merger Agreement provides that the
officers of Community will become officers of JLH at the time the merger is
completed as follows:
Ronald Braun Co-Chairman
John F. Robenalt President & CEO
Michael Monahan Chief Financial Officer
Victoria Partin Vice President, Operations
Vancene F. Robenalt Vice President, Construction
Thomas B. Luzier Vice President, Acquisition &
Development
The qualifications of Community's management team are summarized as
follows:
Ron Braun is an investment banker with Piper Jaffray Inc., where he
specializes in health care finance with an emphasis on long term care projects
for not-for-profit and proprietary clients. Prior to joining Piper Jaffray,
Mr. Braun was a corporate Vice President of A.G. Edwards & Sons, Inc. for
approximately eight years, where he concentrated primarily in the long term
care sector of the health care industry. Prior to that period, he spent over
seven years in health care administration as a Vice President of a 332 bed
hospital. Mr. Braun is a graduate of Harris Stowe College, and attended
graduate school at the University of Missouri - Columbia.
During his investment banking career, Mr. Braun has financed several
billion dollars in health care related projects that include both fixed and
variable rate, rated (both corporate credit and asset-backed), credit enhanced
utilizing international and domestic bank Letters of Credit, bond insurance and
FHA, and non-rated bonds. Some of Mr. Braun's achievements include
representing the only long term care organization to receive an investment
grade rating from Moody's Investor Service, as well as structuring both the
first financing for a stand alone retirement facility and the first
asset-backed pooled financing to receive an investment grade rating from
Standard & Poors Corporation's Structured Finance Group.
John Robenalt has been actively involved in the long term health care
industry for more than a decade. Prior to the founding of Community, Mr.
Robenalt's primary focus was on the ownership of long term health care
facilities which he has cultivated through various vehicles, the primary one
being Century Health Care Investors, Inc.
Since 1991, Mr. Robenalt has served as a member of the board of
directors of Mariner Health Group, Inc., which specializes in the provision of
medical and nursing care primarily to sub-acute patients. Mr. Robenalt has
been a Mariner Board member through at least one round of venture equity
financing, an initial public offering, a follow-on secondary public offering,
and a $150 million debt offering. Mr. Robenalt is a member of the Board's
Audit and Compensation Committees, as well as the Chairman of its Compensation
Committee.
From 1982 to 1991, Mr. Robenalt served at various times as Vice
President, Outside Counsel and Corporate Secretary for Health Care REIT, Inc.
(the "REIT"), the first publicly held real estate investment trust to
specialize in long term care investment. From 1989 until 1991, Mr. Robenalt was
responsible for all investments in long term care by the REIT including
investment in nursing homes, retirement facilities, rehabilitation hospitals
and assisted living facilities.
<PAGE> 5
A practicing member of the Ohio (admitted 1979) and Florida (admitted
1980) bars, Mr. Robenalt received both his Bachelors and Juris Doctor degrees
from Ohio Northern University. He has served as an Assistant Attorney General
for the States of Ohio (1981) and Florida (1982), and as a Prosecutor for the
City of Lima, Ohio (1979-1981). Mr. Robenalt entered private practice with
the law firm of Robenalt, Daley, Balyeat & Balyeat in 1979.
Michael W. Monahan recently left public practice as a partner in one
of Florida's largest CPA firms to join Community. In addition to being a CPA,
Mr. Monahan is also a Certified Fraud Examiner. He has 20 years experience in
a variety of accounting disciplines including auditing (the focus of which was
on the health care and construction industries), property management, private
placements, business sales and acquisitions, and consulting for cost controls
and fraud prevention.
Prior to joining Community, Vicki Partin was the Health Care
Administrator of Freedom Plaza in Sun City Center, Florida. Freedom Plaza's
expansive campus includes 348 congregate care apartments, as well as a 40 bed
assisted living unit, and a 42 bed skilled nursing facility. Ms. Partin is a
licensed nursing home and assisted living facility administrator, and possesses
an extensive background in both industries. From 1993 to 1994, Ms. Partin was
the Director of Operations for Just Like Home, Inc. From 1990 to 1993, Ms.
Partin served as the administrator of Sarasota Health Care Center, a 120 bed
skilled nursing facility located in Sarasota, Florida. Ms. Partin's other
administrative assignments have included positions at long term care facilities
ranging in size from 120 to 180 beds, in addition to involvement earlier in her
career as the Director of Nursing in the start-up of a Florida long term care
facility.
Vancene Robenalt holds a Masters of Science degree in Environmental
Design from Pratt Institute in New York City, and is a graduate of the Newcomb
College for Women of Tulane University. Mrs. Robenalt was employed by Keiffer
Construction Company in Ohio from 1975 until 1979, where she oversaw and
supervised numerous construction projects. From 1979 until 1991, Mrs. Robenalt
owned and operated several businesses, including a motel and a mobile home
park. Since 1987, Mrs. Robenalt has designed, built and renovated several
private homes and commercial spaces.
Prior to his involvement with Community, Thomas Luzier was an
associate attorney with the law firm of Robenalt & Robenalt, where he
concentrated on the representation of institutional health care providers in
all phases of complex transactional matters, including the acquisition, sale
and financing of long term health care facilities. Mr. Luzier completed his
undergraduate studies at Emory University, and received his law degree from the
Cumberland School of Law. A practicing member of The Florida Bar since 1991,
Mr. Luzier is also a member of the American and Sarasota County Bar
Associations. Mr. Luzier serves as an officer of several long term health
care providers, and is a member of the board of directors of Vantage Real
Property Holding Corporation, a real property investment venture based in
Sarasota County.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(c) The following documents are filed herewith as exhibits:
1.1 Press Release
1.2 Amendment to Merger Agreement
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SIGNATURE
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 hereunto duly authorized.
JUST LIKE HOME, INC.
/s/ Richard T. Conard
---------------------------------------
Name: Richard T. Conard, M.D.
Title: Chairman of the Board
Dated: March 18, 1997
<PAGE> 1
EXHIBIT 1.1
Wednesday, March 19, 1997 - 9:00 a.m. EST
JUST LIKE HOME, INC. AND COMMUNITY ASSISTED LIVING CENTERS, INC. AMEND MERGER
AGREEMENT
Bradenton, Florida -- March 19, 1997 -- Just Like Home, Inc. ("JLH") announced
today that it had signed an amendment to the merger agreement with Community
Assisted Living Centers, Inc. ("Community") of Nokomis, Florida on March 14,
1997. Under the terms of the Amendment, the parties will have until March 31,
1997 to close the merger and Community will have until March 31, 1997 to
complete its due diligence of JLH.
In addition, as of Monday, March 17, 1997, Community agreed to take operational
control of JLH and will fund operational cash needs except capital expenditures
and real estate taxes that will come due prior to March 31, 1997. JLH has
agreed to hold Community harmless regarding Community's operational control of
JLH except for any intentional tortuous acts.
Commenting on the amendment, Richard T. Conard, M.D., Chairman and Chief
Executive Officer of JLH was quoted as saying: "Community's agreement to extend
credit to JLH during the extension of the due diligence period signals JLH's
continued commitment to the merger process."
John F. Robenalt, President and Chief Executive Officer of Community, said
that: "By signing this amendment, we confirm Community's strong interest in
completing the merger. Community simply needed an additional fifteen days to
complete a thorough due diligence and in the interim have agreed to work as
partners with JLH in operating their business."
Certain information regarding Community:
Community is a Nokomis, Florida based corporation which was organized
in March 1996 to engage in the business of acquiring, developing, managing
and operating assisted living facilities. Until March 14, 1997, Community
operated a 68 unit facility in Bradenton, Florida, under a management agreement
with the facility's owner, a national provider of sub-acute, long term care
services. Community has four new facilities in various stages of development.
Community has said that it would review its own facility development schedule
if the merger with JLH is completed.
As previously announced, the Merger Agreement provides that the
officers of Community will become officers of JLH at the time the merger is
completed as follows:
Ronald Braun Co-Chairman
John F. Robenalt President & CEO
Michael Monahan Chief Financial Officer
Victoria Partin Vice President, Operations
Vancene F. Robenalt Vice President, Construction
Thomas B. Luzier Vice President, Acquisition &
Development
The qualifications of Community's management team are summarized as
follows:
<PAGE> 2
Ron Braun is an investment banker with Piper Jaffray Inc., where he
specializes in health care finance with an emphasis on long term care projects
for not-for-profit and proprietary clients. Prior to joining Piper Jaffray,
Mr. Braun was a corporate Vice President of A.G. Edwards & Sons, Inc. for
approximately eight years, where he concentrated primarily in the long term
care sector of the health care industry. Prior to that period, he spent over
seven years in health care administration as a Vice President of a 332 bed
hospital. Mr. Braun is a graduate of Harris Stowe College, and attended
graduate school at the University of Missouri - Columbia.
During his investment banking career, Mr. Braun has financed several
billion dollars in health care related projects that include both fixed and
variable rate, rated (both corporate credit and asset-backed), credit enhanced
utilizing international and domestic bank Letters of Credit, bond insurance and
FHA, and non-rated bonds. Some of Mr. Braun's achievements include
representing the only long term care organization to receive an investment
grade rating from Moody's Investor Service, as well as structuring both the
first financing for a stand alone retirement facility and the first
asset-backed pooled financing to receive an investment grade rating from
Standard & Poors Corporation's Structured Finance Group.
John Robenalt has been actively involved in the long term health care
industry for more than a decade. Prior to the founding of Community, Mr.
Robenalt's primary focus was on the ownership of long term health care
facilities which he has cultivated through various vehicles, the primary one
being Century Health Care Investors, Inc.
Since 1991, Mr. Robenalt has served as a member of the board of
directors of Mariner Health Group, Inc., which specializes in the provision of
medical and nursing care primarily to sub-acute patients. Mr. Robenalt has
been a Mariner Board member through at least one round of venture equity
financing, an initial public offering, a follow-on secondary public offering,
and a $150 million debt offering. Mr. Robenalt is a member of the Board's
Audit and Compensation Committees, as well as the Chairman of its Compensation
Committee.
From 1982 to 1991, Mr. Robenalt served at various times as Vice
President, Outside Counsel and Corporate Secretary for Health Care REIT, Inc.
(the "REIT"), the first publicly held real estate investment trust to
specialize in long term care investment. From 1989 until 1991, Mr. Robenalt was
responsible for all investments in long term care by the REIT including
investment in nursing homes, retirement facilities, rehabilitation hospitals
and assisted living facilities.
A practicing member of the Ohio (admitted 1979) and Florida (admitted
1980) bars, Mr. Robenalt received both his Bachelors and Juris Doctor degrees
from Ohio Northern University. He has served as an Assistant Attorney General
for the States of Ohio (1981) and Florida (1982), and as a Prosecutor for the
City of Lima, Ohio (1979-1981). Mr. Robenalt entered private practice with
the law firm of Robenalt, Daley, Balyeat & Balyeat in 1979.
Michael W. Monahan recently left public practice as a partner in one
of Florida's largest CPA firms to join Community. In addition to being a CPA,
Mr. Monahan is also a Certified Fraud Examiner. He has 20 years experience in
a variety of accounting disciplines including auditing (the focus of which was
on the health care and construction
<PAGE> 3
industries), property management, private placements, business sales and
acquisitions, and consulting for cost controls and fraud prevention.
Prior to joining Community, Vicki Partin was the Health Care
Administrator of Freedom Plaza in Sun City Center, Florida. Freedom Plaza's
expansive campus includes 348 congregate care apartments, as well as a 40 bed
assisted living unit, and a 42 bed skilled nursing facility. Ms. Partin is a
licensed nursing home and assisted living facility administrator, and possesses
an extensive background in both industries. From 1993 to 1994, Ms. Partin was
the Director of Operations for Just Like Home, Inc. From 1990 to 1993, Ms.
Partin served as the administrator of Sarasota Health Care Center, a 120 bed
skilled nursing facility located in Sarasota, Florida. Ms. Partin's other
administrative assignments have included positions at long term care facilities
ranging in size from 120 to 180 beds, in addition to involvement earlier in her
career as the Director of Nursing in the start-up of a Florida long term care
facility.
Vancene Robenalt holds a Masters of Science degree in Environmental
Design from Pratt Institute in New York City, and is a graduate of the Newcomb
College for Women of Tulane University. Mrs. Robenalt was employed by Keiffer
Construction Company in Ohio from 1975 until 1979, where she oversaw and
supervised numerous construction projects. From 1979 until 1991, Mrs. Robenalt
owned and operated several businesses, including a motel and a mobile home
park. Since 1987, Mrs. Robenalt has designed, built and renovated several
private homes and commercial spaces.
Prior to his involvement with Community, Thomas Luzier was an
associate attorney with the law firm of Robenalt & Robenalt, where he
concentrated on the representation of institutional health care providers in
all phases of complex transactional matters, including the acquisition, sale
and financing of long term health care facilities. Mr. Luzier completed his
undergraduate studies at Emory University, and received his law degree from the
Cumberland School of Law. A practicing member of The Florida Bar since 1991,
Mr. Luzier is also a member of the American and Sarasota County Bar
Associations. Mr. Luzier serves as an officer of several long term health
care providers, and is a member of the board of directors of Vantage Real
Property Holding Corporation, a real property investment venture based in
Sarasota County.
Contact: John F. Robenalt
President & CEO
COMMUNITY ASSISTED LIVING CENTERS, INC.
(941) 966-2626
or
Richard T. Conard, M.D.
Chairman & CEO
Just Like Home, Inc.
(941) 756-2555
<PAGE> 1
EXHIBIT 1.2
AMENDMENT #1 TO
MERGER AGREEMENT
THIS AMENDMENT #1 TO MERGER AGREEMENT (the "Agreement") entered into as
of ____, 1997, by and among JUST LIKE HOME, INC., a Florida corporation ("JLH")
whose principal address is 3647 Cortez Road West, Bradenton, Florida 34210-
3106, JLH ACQUISITION CORPORATION, a Florida corporation and a wholly-owned
Subsidiary of JLH (the "Acquisition Company") whose principal address is 3647
Cortez Road West, Bradenton, Florida 34210-3106, and COMMUNITY ASSISTED LIVING
CENTERS, INC., a Florida corporation ("CALCI") whose principal address is 2440
Tamiami Trail North, Nokomis, Florida 34275. JLH, the Acquisition Company, and
CALCI are referred to collectively herein as the "Parties."
RECITALS:
A. On February 14, 1997 JLH, the Acquisition Company and CALCI
entered into a Merger Agreement (the "Merger Agreement") that contained certain
provisions regarding an Acquisition Audit.
B. JLH, the Acquisition Company and CALCI have determined that
there is a need to extend the Acquisition Audit period until March 31, 1997.
C. As a result of the extension of the Acquisition Audit, the
closing of the merger will also be extended to March 31, 1997.
Now, therefore, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, the Parties agree as follows.
1. EXTENSION OF ACQUISITION AUDIT. JLH, the Acquisition Company
and CALCI hereby agree that the Acquisition Audit shall be extended until March
31, 1997.
2. EXTENSION OF CLOSING. JLH, the Acquisition Company and CALCI
hereby agree the closing of the merger shall and by this document, hereby is
extended to March 31, 1997.
3. REVISION OF TERMINATION PROVISION. JLH, the Acquisition
Company and CALCI hereby agree that any provisions regarding termination based
upon the closing not occurring within thirty days of the date of execution of
the Merger Agreement shall be extended to March 31, 1997.
4. CONTROLLING PROVISIONS. All the remaining provisions,
representations, warranties and covenants of the Merger Agreement shall remain
in full force and effect. Should there be any conflict with this Agreement and
the Merger Agreement then this Agreement shall control.
5. OPERATIONAL CONTROL. As of Monday, March 17, 1997, CALCI
agrees to take operational control of JLH. CALCI will use its best efforts
in operating the
1
<PAGE> 2
business and will make such changes as it deems necessary after consultation
and approval of JLH. In addition, CALCI will fund the operational needs of JLH
based upon CALCI's reasonable determination of the cash needs of the JLH
business between March 17, 1997 and the closing. JLH understands and agrees
that CALCI will not fund any capital expenditures nor real estate taxes that
may come due during that period.
6. INDEMNIFICATION BY JLH. JLH shall hold harmless, indemnify
and defend CALCI against and with respect to any and all damage, loss,
liability, deficiency, cost and expense, including without limitation
reasonable attorney's fees, resulting from CALCI's assumption of operational
control of JLH as described herein (except for intentional tortuous acts), as
well as any other claims, liability or cost of any nature whatsoever, known or
unknown, whether accrued, absolute, contingent or otherwise, presently existing
or arising in the future which such liability arose out of JLH's conduct prior
to the conclusion hereof.
7. MISCELLANEOUS.
(a) Survival. None of the representations, warranties, and
covenants of the Parties (other than the provisions in Section 2 of the Merger
Agreement concerning payment of the Merger Consideration and the provisions in
Section 5 of the Merger Agreement concerning insurance and indemnification)
will survive the Effective Time.
(b) Press Releases and Public Announcements. No Party shall issue
any press release or make any public announcement relating to the subject
matter of this Agreement without the prior written approval of the other
Parties; provided, however, that any Party may make any public disclosure which
is required by applicable law or any listing or trading agreement concerning
its publicly-traded securities (in which case the disclosing Party will use
its best efforts to advise the other Party in writing at least ten (10) days
prior to making the disclosure.
(c) No Third Party Beneficiaries. This Agreement shall not confer
any rights or remedies upon any Person other than the Parties and their
respective successors and permitted assigns; provided, however, that the
provisions in Section 2 above concerning payment of the Merger Consideration
are intended for the benefit of CALCI Stockholders.
(d) Succession and Assignment. This Agreement shall be binding
upon and inure to the benefit of the Parties named herein and their respective
successors and permitted assigns. No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior
written approval of the other Parties.
(e) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(f) Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
(g) Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given if (and then
two business days after) it is sent by registered or certified mail, return
receipt requested, postage prepaid, and addressed to the intended recipient as
set forth below:
2
<PAGE> 3
If to CALCI: Community Assisted Living Centers, Inc.
ATTN: John F. Robenalt, President & CEO
2440 Tamiami Trail North
Nokomis, Florida 34275
tel.: (941) 966-3636
fax: (941) 966-6678
Copy to: Richard Wright
Gilmore & Bell
Plaza Steppes Building, Suite 400
700 West 47th Street
Kansas City, Missouri 64112
tel: 816.931.7500
fax: 816.931.7599
If to JLH: Just Like Home, Inc.
ATTN: Richard M. Conard, M.D., Chairman
3647 Cortez Road West
Bradenton, Florida 34210-3106
tel.: 941.756.2555
fax: 941.755.1845
Copy to: William J. Schifino, Esq.
Schifino & Fleischer, P.A.
201 North Franklin Street, Suite 2700
Tampa, Florida 33602
tel.: 813.223.1535
fax: 813.223.3070
If to the Acquisition Company:
Just Like Home Acquisition Company
3647 Cortez Road West
Bradenton, Florida 34210-3106
tel.: 941.756.2555
fax: 941.755.1845
Copy to: William J. Schifino, Esq.
Schifino & Fleischer, P.A.
201 North Franklin Street, Suite 2700
Tampa, Florida 33602
tel.: 813.223.1535
fax: 813.223.3070
Any Party may send any notice, request, demand, claim, or other
communication hereunder to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Parties notice in the manner herein set forth.
3
<PAGE> 4
(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Florida without
giving effect to any choice or conflict of law provision or rule (whether of
the State of Florida or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Florida.
(i) Amendments and Waivers. The Parties may mutually amend any
provision of this Agreement at any time prior to the Effective Time with the
prior authorization of their respective boards of directors; provided, however,
that any amendment effected subsequent to stockholder approval will be subject
to the restrictions contained in the Florida General Corporation Law. No
amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by all of the Parties. No waiver by any Party of
any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any prior or
subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.
(j) Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
(k) Expenses. Each of the Parties will bear its own costs and
expenses (including legal fees and expenses) incurred in connection with this
Agreement and the transactions contemplated hereby.
(l) Construction. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship of
any of the provisions of this Agreement. Any reference to any federal, state,
local, or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context otherwise requires. The
word "including" shall mean including without limitation.
(m) Incorporation of Exhibits and Schedules. The Exhibits and
Schedules identified in this Agreement are incorporated herein by reference and
made a part hereof.
(n) Costs. Unless otherwise stated herein, the Parties will each
be solely responsible for and bear all of their own respective expenses,
including, without limitation, expenses of legal counsel, accountants, and
other advisors, incurred at any time in connection with pursuing or
consummating this Agreement, and the transactions
4
<PAGE> 5
contemplated thereby. In the event any party takes legal action to enforce any
of the terms of this Agreement, the prevailing party to such action shall not
be entitled to reimbursement for such party's expenses, including reasonable
attorney's fees, incurred in such action.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date first above written.
JUST LIKE HOME, INC.
By: /s/ Richard T. Conard
------------------------------------
Its: Chairman
JLH ACQUISITION
CORPORATION
By: /s/ Elizabeth A. Conard
------------------------------------
Its: Chairwoman
COMMUNITY ASSISTED
LIVING CENTERS, INC.
By: /s/ John F. Robenalt
------------------------------------
John F. Robenalt, President & CEO
5
