As filed with the Securities and Exchange Commission on July 16, 2007
Registration No. 333-126180
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENESIS HEALTHCARE CORPORATION
And the Guarantors Identified in Footnote (*) on the following pages
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation or organization)
20-0023783
(I.R.S. Employer Identification No.)
101 East State Street, Kennett Square, PA 19348
(610) 444-6350
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Eileen M. Coggins
Senior Vice President, General Counsel
and Corporate Secretary
Genesis HealthCare Corporation
101 East State Street, Kennett Square, PA 19348
Telephone: (610) 444-6350
Facsimile: (610) 925-4242
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Edward F. Spaniel, Jr.
Blank Rome LLP
One Logan Square
Philadelphia, PA 19103
Telephone: (215) 569-5521
Facsimile: (215) 832-5521
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the Registration Statement as the selling securityholders may determine.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
* The following domestic subsidiaries of Genesis HealthCare Corporation are guarantors and co-registrants:
Exact name of registrant as specified in its |
| State or other |
| I.R.S. Employer |
|
|
|
|
|
Academy Nursing Home, Inc. |
| Massachusetts |
| 04-2603176 |
ADS Apple Valley Limited Partnership |
| Massachusetts |
| 04-3294124 |
ADS Apple Valley, Inc. |
| Massachusetts |
| 04-3294122 |
ADS Consulting, Inc. |
| Massachusetts |
| 04-3172426 |
ADS Danvers ALF, Inc. |
| Delaware |
| 22-3489788 |
ADS Dartmouth ALF, Inc. |
| Delaware |
| 22-3541885 |
ADS Group, Inc. (The) |
| Massachusetts |
| 04-3198799 |
ADS Hingham ALF, Inc. |
| Delaware |
| 22-3489788 |
ADS Hingham Limited Partnership |
| Massachusetts |
| 04-3276005 |
ADS Hingham Nursing Facility, Inc. |
| Massachusetts |
| 04-3276004 |
ADS Home Health, Inc. |
| Delaware |
| 22-3500316 |
ADS Management, Inc. |
| Massachusetts |
| 04-2861357 |
ADS Palm Chelmsford, Inc. |
| Massachusetts |
| 04-3039965 |
ADS Recuperative Center Limited Partnership |
| Massachusetts |
| 04-3236433 |
ADS Recuperative Center, Inc. |
| Massachusetts |
| 04-3236403 |
ADS Reservoir Waltham, Inc. |
| Massachusetts |
| 04-3040167 |
ADS Senior Housing, Inc. |
| Massachusetts |
| 04-3188936 |
ADS/Multicare, Inc. |
| Delaware |
| 22-3455453 |
ANR, Inc. |
| Delaware |
| 22-3152503 |
Apple Valley Limited Partnership (The) |
| Massachusetts |
| 04-3300246 |
Apple Valley Operating Corp. |
| Massachusetts |
| 20-1159011 |
Apple Valley Partnership Holding Company, Inc. (The) |
| Pennsylvania |
| 23-3044870 |
Applewood Health Resources, Inc. |
| Delaware |
| 23-3152534 |
Arcadia Associates |
| Massachusetts |
| 04-2845666 |
ASL, Inc. |
| Massachusetts |
| 04-2846826 |
Assisted Living Associates of Berkshire, Inc. |
| Pennsylvania |
| 22-3446593 |
Assisted Living Associates of Lehigh, Inc. |
| Pennsylvania |
| 22-3446595 |
Assisted Living Associates of Sanatoga, Inc. |
| Pennsylvania |
| 22-3446592 |
Berks Nursing Homes, Inc. |
| Pennsylvania |
| 23-2655206 |
Brevard Meridian Limited Partnership |
| Maryland |
| 52-1542458 |
Breyut Convalescent Center, L.L.C. |
| New Jersey |
| 22-3476777 |
Brightwood Property, Inc. |
| West Virginia |
| 55-0727047 |
Brinton Manor, Inc. |
| Delaware |
| 62-1333648 |
Burlington Woods Convalescent Center, Inc. |
| New Jersey |
| 22-2134138 |
Care Haven Associates Limited Partnership |
| West Virginia |
| 55-0694176 |
Carefleet, Inc. |
| Pennsylvania |
| 23-2824101 |
Catonsville Meridian Limited Partnership |
| Maryland |
| 52-1473134 |
2
Exact name of registrant as specified in its |
| State or other |
| I.R.S. Employer |
|
|
|
|
|
Century Care Management, Inc. |
| Delaware |
| 52-1794182 |
Chateau Village Health Resources, Inc. |
| Delaware |
| 22-3152473 |
Cheltenham LTC Management, Inc. |
| Pennsylvania |
| 23-2743250 |
CHG Investment Corp., Inc. |
| Delaware |
| 51-0363070 |
CHNR-I, Inc. |
| Delaware |
| 22-3152500 |
Colonial Hall Health Resources, Inc. |
| Delaware |
| 22-3152470 |
Concord Health Group, Inc. |
| Delaware |
| 13-3695437 |
Concord Service Corporation |
| Pennsylvania |
| 25-2584860 |
Crestview Convalescent Home, Inc. |
| Pennsylvania |
| 23-1597322 |
Crestview North, Inc. |
| Pennsylvania |
| 23-2077806 |
Crystal City Nursing Center, Inc. |
| Maryland |
| 54-1087863 |
Cumberland Associates of Rhode Island, L.P. |
| Delaware |
| 23-3001045 |
CVNR, Inc. |
| Delaware |
| 22-3152499 |
Dawn View Manor, Inc. |
| West Virginia |
| 55-0578063 |
Delm Nursing, Inc. |
| Pennsylvania |
| 23-2436916 |
Diane Morgan and Associates, Inc. |
| Pennsylvania |
| 23-2324458 |
Dover Healthcare Associates, Inc. |
| Delaware |
| 51-0264558 |
Easton Meridian Limited Partnership |
| Maryland |
| 52-1473708 |
Edella Street Associates |
| Pennsylvania |
| 23-2261435 |
Eidos, Inc. |
| Florida |
| 16-1447586 |
ElderCare Resources Corp. |
| Delaware |
| 23-3024672 |
Elmwood Health Resources, Inc. |
| Delaware |
| 22-3152462 |
Encare of Mendham, L.L.C. |
| New Jersey |
| 22-3027928 |
Encare of Pennypack, Inc. |
| Pennsylvania |
| 22-3407770 |
Encare of Quakertown, Inc. |
| Pennsylvania |
| 52-1669636 |
Encare of Wyncote, Inc. |
| Pennsylvania |
| 52-1669634 |
ENR, Inc. |
| Delaware |
| 22-3152461 |
Genesis ElderCare Centers - Belvedere, Inc. |
| Delaware |
| 23-2977792 |
Genesis ElderCare Centers - Chapel Manor, Inc. |
| Delaware |
| 23-2977794 |
Genesis ElderCare Centers - Harston, Inc. |
| Pennsylvania |
| 23-3046938 |
Genesis ElderCare Centers - Pennsburg, Inc. |
| Delaware |
| 23-2977796 |
Genesis ElderCare Centers I, L.P. |
| Delaware |
| 23-2977799 |
Genesis ElderCare Centers II, L.P. |
| Delaware |
| 23-2977800 |
Genesis ElderCare Centers III, L.P. |
| Delaware |
| 23-2977801 |
Genesis Eldercare Corp. |
| Delaware |
| 23-2908343 |
Genesis ElderCare Diagnostic Services, Inc. |
| Pennsylvania |
| 23-2687860 |
Genesis Eldercare Home Care Services, Inc. |
| Pennsylvania |
| 23-2653827 |
Genesis ElderCare Hospitality Services, Inc. |
| Pennsylvania |
| 23-2719870 |
Genesis ElderCare Living Facilities, Inc. |
| Pennsylvania |
| 23-2970543 |
Genesis Eldercare National Centers, Inc. |
| Florida |
| 16-1165279 |
Genesis ElderCare Network Services of Massachusetts, Inc. |
| Pennsylvania |
| 23-2983016 |
Genesis Eldercare Network Services, Inc. |
| Pennsylvania |
| 23-2107987 |
Genesis ElderCare Partnership Centers, Inc. |
| Delaware |
| 23-2977798 |
Genesis Eldercare Physician Services, Inc. |
| Pennsylvania |
| 06-1156428 |
Genesis Eldercare Properties, Inc. |
| Pennsylvania |
| 23-2854177 |
Genesis Eldercare Rehabilitation Services, Inc. |
| Pennsylvania |
| 23-2446104 |
3
Exact name of registrant as specified in its |
| State or other |
| I.R.S. Employer |
|
|
|
|
|
Genesis Eldercare Staffing Services, Inc. |
| Pennsylvania |
| 23-2739597 |
Genesis ElderCare Transportation Services, Inc. |
| Pennsylvania |
| 23-2320742 |
Genesis Health Ventures of Arlington, Inc. |
| Pennsylvania |
| 23-2441212 |
Genesis Health Ventures of Bloomfield, Inc. |
| Pennsylvania |
| 52-1396502 |
Genesis Health Ventures of Clarks Summit, Inc. |
| Pennsylvania |
| 23-2410630 |
Genesis Health Ventures of Indiana, Inc. |
| Pennsylvania |
| 23-2739580 |
Genesis Health Ventures of Lanham, Inc. |
| Pennsylvania |
| 23-2512238 |
Genesis Health Ventures of Massachusetts, Inc. |
| Pennsylvania |
| 52-1396506 |
Genesis Health Ventures of Naugatuck, Inc. |
| Connecticut |
| 23-2410632 |
Genesis Health Ventures of New Garden, Inc. |
| Pennsylvania |
| 23-2430609 |
Genesis Health Ventures of Point Pleasant, Inc. |
| Pennsylvania |
| 23-2445367 |
Genesis Health Ventures of Salisbury, Inc. |
| Pennsylvania |
| 23-2462508 |
Genesis Health Ventures of Wayne, Inc. |
| Pennsylvania |
| 23-2378599 |
Genesis Health Ventures of West Virginia, Inc. |
| Pennsylvania |
| 23-2762256 |
Genesis Health Ventures of West Virginia, Limited Partnership |
| Pennsylvania |
| 23-2861977 |
Genesis Health Ventures of Wilkes-Barre, Inc. |
| Pennsylvania |
| 23-2410631 |
Genesis Health Ventures of Windsor, Inc. |
| Pennsylvania |
| 52-1396499 |
Genesis Healthcare Centers Holdings, Inc. |
| Delaware |
| 23-2739656 |
Genesis HealthCare Holding Company I, Inc. |
| Delaware |
| 62-1244182 |
Genesis HealthCare Holding Company II, Inc. |
| Delaware |
| 20-0063083 |
Genesis Immediate Med Center, Inc. |
| Pennsylvania |
| 23-2480051 |
Genesis of Palisado Avenue, Inc. |
| Connecticut |
| 06-1284742 |
Genesis Properties Limited Partnership |
| Pennsylvania |
| 23-2441213 |
Genesis Properties of Delaware Corporation |
| Delaware |
| 23-2585552 |
Genesis Properties of Delaware Ltd. Partnership, L.P. |
| Delaware |
| 23-2585566 |
Genesis SelectCare Corp. |
| Pennsylvania |
| 23-3013750 |
Genesis/VNA Partnership Holding Company, Inc. |
| Pennsylvania |
| 23-3044871 |
Genesis-Georgetown SNF/JV, L.L.C. |
| Delaware |
| 23-3044681 |
Geriatric & Medical Companies, Inc. |
| Delaware |
| 23-1713341 |
Geriatric and Medical Investments Corporation |
| Delaware |
| 23-2612900 |
Geriatric and Medical Services, Inc. |
| New Jersey |
| 22-1948394 |
GeriMed Corp. |
| Pennsylvania |
| 23-2715824 |
Glenmark Associates, Inc. |
| West Virginia |
| 55-0644737 |
Glenmark Associates - Dawnview Manor, Inc. |
| West Virginia |
| 62-1371199 |
Glenmark Limited Liability Company I |
| West Virginia |
| 55-0745431 |
Glenmark Properties I, Limited Partnership |
| West Virginia |
| 55-0673832 |
Glenmark Properties, Inc. |
| West Virginia |
| 55-0719053 |
GMA Construction, Inc. |
| West Virginia |
| 55-0746320 |
GMA Partnership Holding Company, Inc. |
| West Virginia |
| 22-3407775 |
GMA-Brightwood, Inc. |
| West Virginia |
| 55-0727048 |
GMA-Madison, Inc. |
| West Virginia |
| 55-0726362 |
GMA-Uniontown, Inc. |
| Pennsylvania |
| 52-1627770 |
GMC Leasing Corporation |
| Delaware |
| 23-2687857 |
GMC-LTC Management, Inc. |
| Pennsylvania |
| 23-2747793 |
GMS Insurance Services, Inc. |
| Pennsylvania |
| 23-2755448 |
4
Exact name of registrant as specified in its |
| State or other |
| I.R.S. Employer |
|
|
|
|
|
Governor’s House Nursing Home, Inc. |
| Delaware |
| 62-1280886 |
Greenspring Meridian Limited Partnership |
| Maryland |
| 52-1511188 |
Groton Associates of Connecticut, L.P. |
| Delaware |
| 22-3418341 |
Hammonds Lane Meridian Limited Partnership |
| Maryland |
| 52-1473130 |
Health Resources of Academy Manor, Inc. |
| Delaware |
| 04-3335616 |
Health Resources of Boardman, Inc. |
| Delaware |
| 22-3401509 |
Health Resources of Bridgeton, L.L.C. |
| New Jersey |
| 22-3380854 |
Health Resources of Brooklyn, Inc. |
| Delaware |
| 23-3043758 |
Health Resources of Cedar Grove, Inc. |
| New Jersey |
| 13-3244416 |
Health Resources of Cinnaminson, Inc. |
| New Jersey |
| 22-3085478 |
Health Resources of Cinnaminson, L.L.C. |
| New Jersey |
| 22-3476766 |
Health Resources of Colchester, Inc. |
| Connecticut |
| 22-2746534 |
Health Resources of Columbus, Inc. |
| Delaware |
| 22-3152443 |
Health Resources of Cranbury, L.L.C. |
| New Jersey |
| 22-3476765 |
Health Resources of Cumberland, Inc. |
| Delaware |
| 22-3400684 |
Health Resources of Eatontown, L.L.C. |
| New Jersey |
| 22-3639070 |
Health Resources of Emery, L.L.C. |
| New Jersey |
| 22-3476764 |
Health Resources of Englewood, Inc. |
| New Jersey |
| 22-3296095 |
Health Resources of Englewood, L.L.C. |
| New Jersey |
| 22-3476763 |
Health Resources of Ewing, Inc. |
| New Jersey |
| 22-2804978 |
Health Resources of Ewing, L.L.C. |
| New Jersey |
| 22-3476761 |
Health Resources of Fairlawn, L.L.C. |
| New Jersey |
| 22-3476756 |
Health Resources of Farmington, Inc. |
| Delaware |
| 22-3380855 |
Health Resources of Gardner, Inc. |
| Delaware |
| 22-3504502 |
Health Resources of Glastonbury, Inc. |
| Connecticut |
| 06-1248549 |
Health Resources of Groton, Inc. |
| Delaware |
| 22-3400685 |
Health Resources of Jackson, L.L.C. |
| New Jersey |
| 22-3476753 |
Health Resources of Lakeview, Inc. |
| New Jersey |
| 22-3305705 |
Health Resources of Lemont, Inc. |
| Delaware |
| 22-3401506 |
Health Resources of Marcella, Inc. |
| Delaware |
| 22-3152464 |
Health Resources of Middletown (RI), Inc. |
| Delaware |
| 22-3400681 |
Health Resources of Morristown, Inc. |
| New Jersey |
| 13-3244433 |
Health Resources of North Andover, Inc. |
| Delaware |
| 04-3335613 |
Health Resources of Ridgewood, L.L.C. |
| New Jersey |
| 22-3476751 |
Health Resources of Rockville, Inc. |
| Delaware |
| 22-3152531 |
Health Resources of South Brunswick, L.L.C. |
| New Jersey |
| 22-3638773 |
Health Resources of Troy Hills, Inc. |
| New Jersey |
| 23-3043762 |
Health Resources of Wallingford, Inc. |
| Delaware |
| 22-3400683 |
Health Resources of Warwick, Inc. |
| Delaware |
| 22-3400680 |
Health Resources of West Orange, L.L.C. |
| New Jersey |
| 22-3476750 |
Health Resources of Westwood, Inc. |
| Delaware |
| 22-3497189 |
Healthcare Resources Corp. |
| Pennsylvania |
| 23-2230755 |
Helstat, Inc. |
| West Virginia |
| 51-0300283 |
Hilltop Health Care Center, Inc. |
| Delaware |
| 04-3301036 |
HMNH Realty, Inc. |
| Delaware |
| 22-3633067 |
HNCA, Inc. |
| Pennsylvania |
| 23-2785958 |
Holly Manor Associates of New Jersey, L.P. |
| Delaware |
| 22-3222150 |
5
Exact name of registrant as specified in its |
| State or other |
| I.R.S. Employer |
|
|
|
|
|
Horizon Associates, Inc. |
| West Virginia |
| 55-0737886 |
Horizon Mobile, Inc. |
| West Virginia |
| 55-0737884 |
Horizon Rehabilitation, Inc. |
| West Virginia |
| 62-1363823 |
House of Campbell (The) |
| West Virginia |
| 55-0545704 |
HR of Charlestown, Inc. |
| West Virginia |
| 22-3477666 |
HRWV Huntington, Inc. |
| West Virginia |
| 22-3457998 |
Innovative Health Care Marketing, Inc. |
| Pennsylvania |
| 23-2689243 |
Keystone Nursing Home, Inc. |
| Delaware |
| 51-0297154 |
Knollwood Manor, Inc. |
| Pennsylvania |
| 23-2770171 |
Knollwood Nursing Home, Inc. |
| Delaware |
| 62-1280882 |
Lake Manor, Inc. |
| Pennsylvania |
| 23-2860318 |
Lake Washington Ltd. |
| Florida |
| 23-2831307 |
Lakewood Health Resources, Inc. |
| Delaware |
| 22-3152459 |
Laurel Health Resources, Inc. |
| Delaware |
| 22-3152456 |
Lehigh Nursing Homes, Inc. |
| Pennsylvania |
| 23-2655199 |
Life Support Medical Equipment, Inc. |
| Pennsylvania |
| 23-2767335 |
Life Support Medical, Inc. |
| Pennsylvania |
| 23-2746315 |
LRC Holding Company, Inc. |
| Delaware |
| 23-3044860 |
LWNR, Inc. |
| Delaware |
| 22-3152457 |
Mabri Convalescent Center, Inc. |
| Connecticut |
| 06-0878721 |
Manor Management Corp. of Georgian Manor, Inc. |
| Pennsylvania |
| 25-1457419 |
Marlinton Associates, Inc. |
| West Virginia |
| 23-3044872 |
Marlinton Partnership Holding Company, Inc. |
| West Virginia |
| 23-3044873 |
McKerley Health Care Center - Concord Limited Partnership |
| New Hampshire |
| 02-0460145 |
McKerley Health Care Center - Concord, Inc. |
| New Hampshire |
| 02-0451877 |
McKerley Health Care Centers, Inc. |
| New Hampshire |
| 02-0383707 |
McKerley Health Facilities |
| New Hampshire |
| 02-0325154 |
Mercerville Associates of New Jersey, L.P. |
| Delaware |
| 22-3222151 |
Meridian Edgewood Limited Partnership |
| Maryland |
| 52-1496208 |
Meridian Health, Inc. |
| Pennsylvania |
| 23-2739582 |
Meridian Healthcare Investments, Inc. |
| Maryland |
| 52-1542857 |
Meridian Healthcare, Inc. |
| Pennsylvania |
| 23-2739581 |
Meridian Perring Limited Partnership |
| Maryland |
| 52-1496204 |
Meridian Valley Limited Partnership |
| Maryland |
| 52-1496207 |
Meridian Valley View Limited Partnership |
| Maryland |
| 52-1496201 |
Meridian/Constellation Limited Partnership |
| Maryland |
| 52-1496206 |
MHNR, Inc. |
| Delaware |
| 23-3043763 |
Middletown (RI) Associates of Rhode Island, L.P. |
| Delaware |
| 25-1835234 |
Milford ALF L.L.C. |
| Delaware |
| 23-2999538 |
Millville Meridian Limited Partnership |
| Maryland |
| 52-1399549 |
MNR, Inc. |
| Delaware |
| 22-3152453 |
Montgomery Nursing Homes, Inc. |
| Pennsylvania |
| 23-2664812 |
Multicare AMC, Inc. |
| Delaware |
| 36-4084741 |
Multicare Companies, Inc. (The) |
| Delaware |
| 22-3152527 |
North Cape Convalescent Center Associates, L.P. |
| Pennsylvania |
| 23-2791205 |
6
Exact name of registrant as specified in its |
| State or other |
| I.R.S. Employer |
|
|
|
|
|
Nursing and Retirement Center of the Andovers, Inc. |
| Massachusetts |
| 04-2901211 |
Oak Hill Health Care Center, Inc. |
| Virginia |
| 54-1630936 |
PHC Operating Corp. |
| Delaware |
| 34-1720422 |
Philadelphia Avenue Associates |
| Pennsylvania |
| 23-2322306 |
Philadelphia Avenue Corporation |
| Pennsylvania |
| 23-2322120 |
Pocahontas Continuous Care Center, Inc. |
| West Virginia |
| 55-0622906 |
Point Pleasant Haven Limited Partnership |
| West Virginia |
| 55-0658769 |
Pompton Associates, L.P. |
| New Jersey |
| 22-3027748 |
Pompton Care, L.L.C. |
| New Jersey |
| 22-3476780 |
Prescott Nursing Home, Inc. |
| Massachusetts |
| 04-2382529 |
Prospect Park LTC Management, Inc. |
| Pennsylvania |
| 23-3044677 |
Providence Funding Corporation |
| Delaware |
| 34-1725613 |
Providence Health Care, Inc. |
| Delaware |
| 52-1630968 |
Raleigh Manor Limited Partnership |
| West Virginia |
| 55-0708646 |
Respiratory Health Services, L.L.C. |
| Maryland |
| 52-2054967 |
Rest Haven Nursing Home, Inc. |
| West Virginia |
| 55-0487876 |
RHS Membership Interest Holding Company |
| Pennsylvania |
| 23-2877674 |
Ridgeland Health Resources, Inc. |
| Delaware |
| 22-3152450 |
River Street Associates |
| Pennsylvania |
| 23-2266676 |
Rivershores Health Resources, Inc. |
| Delaware |
| 23-2266676 |
Riverview Ridge LLC |
| Delaware |
| 57-1195114 |
RLNR, Inc. |
| Delaware |
| 22-3152448 |
Roephel Convalescent Center, L.L.C. |
| New Jersey |
| 22-3476781 |
Romney Health Care Center Ltd., Limited Partnership |
| West Virginia |
| 55-0689584 |
Rose Healthcare, Inc. |
| New Jersey |
| 55-0487876 |
Rose View Manor, Inc. |
| Pennsylvania |
| 23-2476091 |
RSNR, Inc. |
| Delaware |
| 22-3152532 |
RVNR, Inc. |
| Delaware |
| 22-3152530 |
Sarah Brayton General Partnership |
| Massachusetts |
| 04-3106276 |
Sarah Brayton Partnership Holding Company, Inc. (The) |
| Massachusetts |
| 22-3506196 |
S.T.B. Investors, LTD. |
| New York |
| 22-1995943 |
Schuylkill Nursing Homes, Inc. |
| Pennsylvania |
| 23-2523483 |
Seminole Meridian Limited Partnership |
| Maryland |
| 52-1421069 |
Senior Living Ventures, Inc. |
| Pennsylvania |
| 23-2663125 |
Senior Source, Inc. |
| Massachusetts |
| 04-3238894 |
Sisterville Haven Limited Partnership |
| West Virginia |
| 55-0658768 |
Snow Valley Health Resources, Inc. |
| Delaware |
| 22-3152529 |
Solomont Family Medford Venture, Inc. |
| Massachusetts |
| 04-2931202 |
Somerset Partnership Holding Company, Inc. (The) |
| Massachusetts |
| 22-3506196 |
Somerset Ridge General Partnership |
| Massachusetts |
| 04-3334160 |
Somerset Ridge L.L.C. |
| Massachusetts |
| 04-3340019 |
Somerset Ridge Limited Partnership |
| Massachusetts |
| 04-3340022 |
Southern Ocean GP, LLC |
| New Jersey |
| 22-3152441 |
Stafford Associates of N.J., L.P. |
| New Jersey |
| 22-3104343 |
7
Exact name of registrant as specified in its |
| State or other |
| I.R.S. Employer |
|
|
|
|
|
Stafford Convalescent Center, Inc. |
| Delaware |
| 22-3152441 |
State Street Associates, Inc. |
| Pennsylvania |
| 23-2446105 |
State Street Associates, L.P. |
| Pennsylvania |
| 23-2799332 |
Straus Group-Hopkins House, L.P. (The) |
| New Jersey |
| 22-3032436 |
Straus Group-Old Bridge, L.P. (The) |
| New Jersey |
| 22-3046667 |
Straus Group-Quakertown Manor, L.P. (The) |
| New Jersey |
| 22-3032438 |
Straus Group-Ridgewood, L.P. (The) |
| New Jersey |
| 22-3046668 |
SVNR, Inc. |
| Delaware |
| 22-3152528 |
Teays Valley Haven Limited Partnership |
| West Virginia |
| 55-0708647 |
Therapy Care Systems, L.P. |
| Pennsylvania |
| 23-2651973 |
TMC Acquisition Corp. |
| New Jersey |
| 22-3256018 |
Tri State Mobile Medical Services, Inc. |
| West Virginia |
| 55-0663149 |
Valley Medical Services, Inc. |
| Pennsylvania |
| 23-2268995 |
Valley Transport Ambulance Service, Inc. |
| Pennsylvania |
| 23-2149104 |
Versalink, Inc. |
| Delaware |
| 16-1482283 |
Villas Realty & Investments, Inc. |
| Pennsylvania |
| 23-2531570 |
Volusia Meridian Limited Partnership |
| Maryland |
| 52-1493169 |
Wallingford Associates of Connecticut, L.P. |
| Delaware |
| 22-3418343 |
Walnut LTC Management, Inc. |
| Pennsylvania |
| 23-2823145 |
Warwick Associates of Rhode Island, L.P. |
| Delaware |
| 25-1835232 |
Wayside Nursing Home, Inc. |
| Delaware |
| 62-1280884 |
Weisenfluh Ambulance Service, Inc. |
| Pennsylvania |
| 23-2525652 |
West Phila. LTC Management, Inc. |
| Pennsylvania |
| 23-2743252 |
Westford Nursing and Retirement Center, Inc. |
| Massachusetts |
| 04-3156601 |
Westford Nursing and Retirement Center, L.P. |
| Massachusetts |
| 04-3156599 |
Willow Manor Nursing Home, Inc. |
| Massachusetts |
| 04-2459349 |
Wyncote Healthcare Corp. |
| Pennsylvania |
| 23-2343449 |
Ye Olde Ambulance Company, Inc. |
| Pennsylvania |
| 23-2566747 |
York LTC Management, Inc. |
| Pennsylvania |
| 23-3044678 |
(1) The address for each of the above registrant’s principal executive offices is c/o Genesis HealthCare Corporation, 101 East State Street, Kennett Square, Pennsylvania 19348 and the telephone number is (610) 444-6350.
The registrants hereby request that this Post-Effective Amendment No. 1 to Form S-3 become effective as soon as practicable pursuant to Section 8(c) of the Securities Act of 1933.
This Post-Effective Amendment No. 1 to Form S-3 Registration Statement is being filed solely to remove from registration securities that were registered and will not be issued in connection with the Registrant’s offering.
The Form S–3 Registration Statement (Registration No. 333–126180) (the “Registration Statement”) of Genesis HealthCare Corporation, a Pennsylvania corporation (“GHC”), and the subsidiary guarantors, pertaining to the registration of $180,000,000 of GHC’s 2.5% Convertible Senior Subordinated Debentures due 2025 and related guarantees, and the shares of GHC common stock issuable upon conversion of the Debentures, to which this Post–Effective Amendment No. 1 relates, was originally filed with the Securities and Exchange Commission on June 28, 2005 and amended on July 22, 2005.
Reference is made to the Merger Agreement, dated as of January 15, 2007, as amended (the “Merger Agreement”), by and among GHC, FC-GEN Acquisition, Inc. (“Parent”) and GEN Acquisition Corp., a wholly owned subsidiary of FC-GEN Acquisition, Inc (“Merger Sub”), pursuant to which, among other things, Merger Sub was merged with and into GHC (the “Merger”), with GHC surviving the Merger as a wholly owned subsidiary of Parent, and all shares of GHC common stock outstanding at the Effective Time (as defined below) were converted into the right to receive $69.35 per share in cash.
8
On May 30, 2007, GHC held its annual meeting of shareholders at which GHC shareholders approved the adoption of the Merger Agreement. The Merger became effective at 2:00 p.m. on July 13, 2007 upon the filing of Articles of Merger with the Commonwealth of Pennsylvania (the “Effective Time”).
As a result of the Merger, the Registrants have terminated all offerings of securities pursuant to their existing registration statements as of the Effective Time, including the Registration Statement. In accordance with an undertaking made by the Registrants in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering, the Registrants hereby remove from registration all securities registered under the Registration Statement which remain unsold as of the Effective Time.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
(a) | Exhibits | |
|
|
|
| 24 | Power of Attorney (Previously filed and incorporated by reference from the Registration Statement on Form S-3 filed on June 28, 2005). |
9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has caused this Post-Effective Amendment No. 1 to Form S-3 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kennett Square, Pennsylvania on July 13, 2007.
GENESIS HEALTHCARE CORPORATION | |||
|
| ||
|
| ||
| By: | /s/ James V. McKeon |
|
|
| James V. McKeon | |
|
| Chief Financial Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Form S-3 registration statement has been signed by the following persons in the capacities of Genesis HealthCare Corporation and on the dates indicated:
Signatures |
| Title |
| Date |
|
|
|
|
|
* |
| Chief Executive Officer (principal executive |
|
|
George V. Hager, Jr. |
| Officer) and Chairman |
| July 13, 2007 |
|
|
|
|
|
/s/ James V. McKeon |
| Chief Financial Officer (principal financial |
|
|
James V. McKeon |
| Officer) |
| July 13, 2007 |
|
|
|
|
|
* |
| Vice President, Corporate Controller and |
|
|
Thomas DiVittorio |
| Chief Accounting Officer (principal accounting |
| July 13, 2007 |
|
|
|
|
|
* |
| Director |
|
|
John F. DePodesta |
|
|
| July 13, 2007 |
|
|
|
|
|
* |
| Director |
|
|
Robert H. Fish |
|
|
| July 13, 2007 |
|
|
|
|
|
* |
| Director |
|
|
J. Michael Gallagher |
|
|
| July 13, 2007 |
|
|
|
|
|
* |
| Director |
|
|
Kevin M. Kelley |
|
|
| July 13, 2007 |
|
|
|
|
|
* |
| Director |
|
|
Charles W. McQueary |
|
|
| July 13, 2007 |
|
|
|
|
|
* |
| Director |
|
|
Charlene Connolly Quinn |
|
|
| July 13, 2007 |
|
|
|
|
|
* |
| Director |
|
|
Terry Allison Rappuhn |
|
|
| July 13, 2007 |
*By: | /s/ James V. McKeon |
|
| |
|
| James V. McKeon, attorney-in-fact |
| |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, each registrant listed below has duly caused this Post-Effective Amendment No. 1 to Form S-3 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kennett Square, Pennsylvania on July 13, 2007.
10
ACADEMY NURSING HOME, INC. | |
| ADS APPLE VALLEY, INC. |
| ADS CONSULTING, INC. |
| ADS DANVERS ALF, INC. |
| ADS DARTMOUTH ALF, INC. |
| ADS HINGHAM ALF, INC. |
| ADS HINGHAM NURSING FACILITY, INC. |
| ADS HOME HEALTH, INC. |
| ADS MANAGEMENT, INC. |
| ADS PALM CHELMSFORD, INC. |
| ADS RECUPERATIVE CENTER, INC. |
| ADS RESERVOIR WALTHAM, INC. |
| ADS SENIOR HOUSING, INC. |
| ADS/MULTICARE, INC. |
| ANR, INC. |
| APPLE VALLEY OPERATING CORP. |
| APPLEWOOD HEALTH RESOURCES, INC. |
| ASL, INC. |
| ASSISTED LIVING ASSOCIATES OF BERKSHIRE, INC. |
| ASSISTED LIVING ASSOCIATES OF LEHIGH, INC. |
| ASSISTED LIVING ASSOCIATES OF SANATOGA, INC. |
| BERKS NURSING HOMES, INC. |
| BRIGHTWOOD PROPERTY, INC. |
| BRINTON MANOR, INC. |
| BURLINGTON WOODS CONVALESCENT CENTER, INC. |
| CAREFLEET, INC. |
| CENTURY CARE MANAGEMENT, INC. |
| CHATEAU VILLAGE HEALTH RESOURCES, INC. |
| CHELTENHAM LTC MANAGEMENT, INC. |
| CHG INVESTMENT CORP., INC. |
| CHNR-I, INC. |
| COLONIAL HALL HEALTH RESOURCES, INC. |
| CONCORD HEALTH GROUP, INC. |
| CONCORD SERVICE CORPORATION |
| CRESTVIEW CONVALESCENT HOME, INC. |
| CRESTVIEW NORTH, INC. |
| CRYSTAL CITY NURSING CENTER, INC. |
| CVNR, INC. |
| DAWN VIEW MANOR, INC. |
| DELM NURSING, INC. |
| DIANE MORGAN AND ASSOCIATES, INC. |
| DOVER HEALTHCARE ASSOCIATES, INC. |
| EIDOS, INC. |
| ELDERCARE RESOURCES CORP. |
| ELMWOOD HEALTH RESOURCES, INC. |
| ENCARE OF PENNYPACK, INC. |
| ENCARE OF QUAKERTOWN, INC. |
| ENCARE OF WYNCOTE, INC. |
| ENR, INC. |
| GENESIS ELDERCARE CENTERS – BELVEDERE, INC. |
| GENESIS ELDERCARE CENTERS – CHAPEL MANOR, INC. |
| GENESIS ELDERCARE CENTERS – HARSTON, INC. |
| GENESIS ELDERCARE CENTERS – PENNSBURG, INC. |
11
GENESIS ELDERCARE CORP. | |
| GENESIS ELDERCARE DIAGNOSTIC SERVICES, INC. |
| GENESIS ELDERCARE HOME CARE SERVICES, INC. |
| GENESIS ELDERCARE HOSPITALITY SERVICES, INC. |
| GENESIS ELDERCARE LIVING FACILITIES, INC. |
| GENESIS ELDERCARE NATIONAL CENTERS, INC. |
| GENESIS ELDERCARE NETWORK SERVICES OF MASSACHUSETTS, INC. |
| GENESIS ELDERCARE NETWORK SERVICES, INC. |
| GENESIS ELDERCARE PARTNERSHIP CENTERS, INC. |
| GENESIS ELDERCARE PHYSICIAN SERVICES, INC. |
| GENESIS ELDERCARE PROPERTIES, INC. |
| GENESIS ELDERCARE REHABILITATION SERVICES, INC. |
| GENESIS ELDERCARE STAFFING SERVICES, INC. |
| GENESIS ELDERCARE TRANSPORTATION SERVICES, INC. |
| GENESIS HEALTH VENTURES OF ARLINGTON, INC. |
| GENESIS HEALTH VENTURES OF BLOOMFIELD, INC. |
| GENESIS HEALTH VENTURES OF CLARKS SUMMIT, INC. |
| GENESIS HEALTH VENTURES OF INDIANA, INC. |
| GENESIS HEALTH VENTURES OF LANHAM, INC. |
| GENESIS HEALTH VENTURES OF MASSACHUSETTS, INC. |
| GENESIS HEALTH VENTURES OF NAUGATUCK, INC. |
| GENESIS HEALTH VENTURES OF NEW GARDEN, INC. |
| GENESIS HEALTH VENTURES OF POINT PLEASANT, INC. |
| GENESIS HEALTH VENTURES OF SALISBURY, INC. |
| GENESIS HEALTH VENTURES OF WAYNE, INC. |
| GENESIS HEALTH VENTURES OF WEST VIRGINIA, INC. |
| GENESIS HEALTH VENTURES OF WILKES-BARRE, INC. |
| GENESIS HEALTH VENTURES OF WINDSOR, INC. |
| GENESIS HEALTHCARE CENTERS HOLDINGS, INC. |
| GENESIS HEALTHCARE HOLDING COMPANY I, INC. |
| GENESIS HEALTHCARE HOLDING COMPANY II, INC. |
| GENESIS IMMEDIATE MED CENTER, INC. |
| GENESIS OF PALISADO AVENUE, INC. |
| GENESIS PROPERTIES OF DELAWARE CORPORATION |
| GENESIS SELECTCARE CORP. |
| GENESIS/VNA PARTNERSHIP HOLDING COMPANY, INC. |
| GERIATRIC & MEDICAL COMPANIES, INC. |
| GERIATRIC AND MEDICAL INVESTMENTS CORPORATION |
| GERIATRIC AND MEDICAL SERVICES, INC. |
| GERI-MED CORP. |
| GLENMARK ASSOCIATES - DAWN VIEW MANOR, INC. |
| GLENMARK ASSOCIATES, INC. |
| GLENMARK PROPERTIES, INC. |
| GMA CONSTRUCTION, INC. |
| GMA-BRIGHTWOOD, INC. |
12
GMA-MADISON, INC. | |
| GMA - UNIONTOWN, INC. |
| GMA PARTNERSHIP HOLDING COMPANY, INC. |
| GMC LEASING CORPORATION |
| GMC-LTC MANAGEMENT, INC. |
| GMS INSURANCE SERVICES, INC. |
| GOVERNOR’S HOUSE NURSING HOME, INC. |
| HEALTH RESOURCES OF ACADEMY MANOR, INC. |
| HEALTH RESOURCES OF BOARDMAN, INC. |
| HEALTH RESOURCES OF BROOKLYN, INC. |
| HEALTH RESOURCES OF CEDAR GROVE, INC. |
| HEALTH RESOURCES OF CINNAMINSON, INC. |
| HEALTH RESOURCES OF COLCHESTER, INC. |
| HEALTH RESOURCES OF COLUMBUS, INC. |
| HEALTH RESOURCES OF CUMBERLAND, INC. |
| HEALTH RESOURCES OF ENGLEWOOD, INC. |
| HEALTH RESOURCES OF EWING, INC. |
| HEALTH RESOURCES OF FARMINGTON, INC. |
| HEALTH RESOURCES OF GARDNER, INC. |
| HEALTH RESOURCES OF GLASTONBURY, INC. |
| HEALTH RESOURCES OF GROTON, INC. |
| HEALTH RESOURCES OF LAKEVIEW, INC. |
| HEALTH RESOURCES OF LEMONT, INC. |
| HEALTH RESOURCES OF MARCELLA, INC. |
| HEALTH RESOURCES OF MIDDLETOWN (RI), INC. |
| HEALTH RESOURCES OF MORRISTOWN, INC. |
| HEALTH RESOURCES OF NORTH ANDOVER, INC. |
| HEALTH RESOURCES OF ROCKVILLE, INC. |
| HEALTH RESOURCES OF TROY HILLS, INC. |
| HEALTH RESOURCES OF WALLINGFORD, INC. |
| HEALTH RESOURCES OF WARWICK, INC. |
| HEALTH RESOURCES OF WESTWOOD, INC. |
| HEALTHCARE RESOURCES CORP. |
| HELSTAT, INC. |
| HILLTOP HEALTH CARE CENTER, INC. |
| HMNH REALTY, INC. |
| HNCA, INC. |
| HORIZON ASSOCIATES, INC. |
| HORIZON MOBILE, INC. |
| HORIZON REHABILITATION, INC. |
| HR OF CHARLESTON, INC. |
| HRWV HUNTINGTON, INC. |
| INNOVATIVE HEALTH CARE MARKETING, INC. |
| KEYSTONE NURSING HOME, INC. |
| KNOLLWOOD MANOR, INC. |
| KNOLLWOOD NURSING HOME, INC. |
| LAKE MANOR, INC. |
| LAKEWOOD HEALTH RESOURCES, INC. |
| LAUREL HEALTH RESOURCES, INC. |
| LEHIGH NURSING HOMES, INC. |
| LIFE SUPPORT MEDICAL EQUIPMENT, INC. |
| LIFE SUPPORT MEDICAL, INC. |
| LRC HOLDING COMPANY, INC. |
| LWNR, INC. |
| MABRI CONVALESCENT CENTER, INC. |
13
MANOR MANAGEMENT CORP. OF GEORGIAN MANOR, INC. | |
| MARLINTON ASSOCIATES, INC. |
| MARLINTON PARTNERSHIP HOLDING COMPANY, INC. |
| MCKERLEY HEALTH CARE CENTER-CONCORD, INC. |
| MCKERLEY HEALTH CARE CENTERS, INC. |
| MERIDIAN HEALTH, INC. |
| MERIDIAN HEALTHCARE INVESTMENTS, INC. |
| MERIDIAN HEALTHCARE, INC. |
| MHNR, INC. |
| MNR, INC. |
| MONTGOMERY NURSING HOMES, INC. |
| MULTICARE AMC, INC. |
| NURSING AND RETIREMENT CENTER OF THE ANDOVERS, INC. |
| OAK HILL HEALTH CARE CENTER, INC. |
| PHC OPERATING CORP. |
| PHILADELPHIA AVENUE CORPORATION |
| POCAHONTAS CONTINUOUS CARE CENTER, INC. |
| PRESCOTT NURSING HOME, INC. |
| PROSPECT PARK LTC MANAGEMENT, INC. |
| PROVIDENCE FUNDING CORPORATION |
| PROVIDENCE HEALTH CARE, INC. |
| REST HAVEN NURSING HOME, INC. |
| RHS MEMBERSHIP INTEREST HOLDING COMPANY |
| RIDGELAND HEALTH RESOURCES, INC. |
| RIVERSHORES HEALTH RESOURCES, INC. |
| RLNR, INC. |
| ROSE HEALTHCARE, INC. |
| ROSE VIEW MANOR, INC. |
| RSNR, INC. |
| RVNR, INC. |
| S. T. B. INVESTORS, LTD. |
| SCHUYLKILL NURSING HOMES, INC. |
| SENIOR LIVING VENTURES, INC. |
| SENIOR SOURCE, INC. |
| SNOW VALLEY HEALTH RESOURCES, INC. |
| SOLOMONT FAMILY MEDFORD VENTURE, INC. |
| STAFFORD CONVALESCENT CENTER, INC. |
| STATE STREET ASSOCIATES, INC. |
| SVNR, INC. |
| THE ADS GROUP, INC. |
| THE APPLE VALLEY PARTNERSHIP HOLDING COMPANY, INC. |
| THE HOUSE OF CAMPBELL, INC. |
| THE MULTICARE COMPANIES, INC. |
| THE SARAH BRAYTON PARTNERSHIP HOLDING COMPANY, INC. |
| THE SOMERSET PARTNERSHIP HOLDINGS COMPANY, INC. |
| TMC ACQUISITION CORP. |
| TRI STATE MOBILE MEDICAL SERVICES, INC. |
| VALLEY MEDICAL SERVICES, INC. |
| VALLEY TRANSPORT AMBULANCE SERVICE, INC. |
| VERSALINK, INC. |
14
VILLAS REALTY & INVESTMENTS, INC. | |||
| WALNUT LTC MANAGEMENT, INC. | ||
| WAYSIDE NURSING HOME, INC. | ||
| WEISENFLUH AMBULANCE SERVICE, INC. | ||
| WEST PHILA. LTC MANAGEMENT, INC. | ||
| WESTFORD NURSING AND RETIREMENT CENTER, INC. | ||
| WILLOW MANOR NURSING HOME, INC. | ||
| WYNCOTE HEALTHCARE CORP. | ||
| YE OLDE AMBULANCE COMPANY, INC. | ||
| YORK LTC MANAGEMENT, INC. | ||
|
| ||
By: | /s/ James V. McKeon |
| |
|
| James V. McKeon | |
|
| Chief Financial Officer of each of the | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Form S-3 registration statement has been signed by the following persons in the capacities of each of the above-referenced registrants and on the dates indicated:
Signatures |
| Title |
| Date |
|
|
|
|
|
* |
| Chief Executive Officer (principal executive |
|
|
George V. Hager, Jr. |
| officer) and Chairman |
| July 13, 2007 |
|
|
|
|
|
/s/ James V. McKeon |
| Chief Financial Officer (principal financial |
|
|
James V. McKeon |
| officer) |
| July 13, 2007 |
|
|
|
|
|
* |
| Vice President, Corporate Controller and |
|
|
Thomas DiVittorio |
| Chief Accounting Officer (principal accounting |
| July 13, 2007 |
|
|
|
|
|
* |
| Senior Vice President, General Counsel and |
|
|
Eileen M. Coggins |
| Corporate Secretary and Director |
| July 13, 2007 |
*By: | /s/ James V. McKeon |
| ||
|
| James V. McKeon, attorney-in-fact | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, each registrant listed below has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kennett Square, Pennsylvania on July 13, 2007.
ADS APPLE VALLEY LIMITED PARTNERSHIP | |||
|
| By: ADS Apple Valley, Inc., its general partner |
|
| ADS HINGHAM LIMITED PARTNERSHIP | ||
|
| By: ADS Hingham Nursing Facility, Inc., its general partner |
|
| ADS RECUPERATIVE CENTER LIMITED PARTNERSHIP | ||
|
| By: ADS Recuperative Center, Inc., its general partner |
|
| BREVARD MERIDIAN LIMITED PARTNERSHIP | ||
|
| By: Meridian Healthcare, Inc., its general partner |
|
| CARE HAVEN ASSOCIATES LIMITED PARTNERSHIP | ||
|
| By: Glenmark Associates, Inc., its general partner |
|
| CATONSVILLE MERIDIAN LIMITED PARTNERSHIP | ||
|
| By: Meridian Healthcare, Inc. and Meridian Health, Inc., its general partners | |
| CUMBERLAND ASSOCIATES OF RHODE ISLAND, L.P. | ||
|
| By: Health Resources of Cumberland, Inc., its general partner | |
15
EASTON MERIDIAN LIMITED PARTNERSHIP | |||
|
| By: | Meridian Healthcare, Inc. and Meridian Health, Inc., its general |
|
|
| partners |
| EDELLA STREET ASSOCIATES | ||
|
| By: | Genesis Health Ventures of Clarks Summit, Inc., its |
|
|
| general partner |
| GENESIS ELDERCARE CENTERS I, L.P. | ||
|
| By: | Genesis Eldercare Partnership Centers, Inc., its |
|
|
| general partner |
| GENESIS ELDERCARE CENTERS II, L.P. | ||
|
| By: | Genesis Eldercare Partnership Centers, Inc., its general partner |
| GENESIS ELDERCARE CENTERS III, L.P. | ||
|
| By: | Genesis Eldercare Partnership Centers, Inc., its general |
|
| partner | |
| GENESIS HEALTH VENTURES OF WEST VIRGINIA, LIMITED PARTNERSHIP | ||
|
| By: | Genesis ElderCare Network Services, Inc. and |
| GENESIS PROPERTIES LIMITED PARTNERSHIP | ||
|
| By: | Genesis Health Ventures of Arlington, Inc., its |
| GENESIS PROPERTIES OF DELAWARE LTD. | ||
|
| By: | Genesis Properties of Delaware Corporation, its |
| GLENMARK PROPERTIES I, LIMITED PARTNERSHIP | ||
|
| By: | Glenmark Associates, Inc., its general partner |
| GREENSPRING MERIDIAN LIMITED PARTNERSHIP | ||
|
| By: | Meridian Healthcare, Inc., its general partner |
| GROTON ASSOCIATES OF CONNECTICUT, L.P. | ||
|
| By: | Health Resources of Groton, Inc., its general partner |
| HAMMONDS LANE MERIDIAN LIMITED PARTNERSHIP | ||
|
| By: | Meridian Healthcare, Inc. and Meridian Health, Inc., its general partners |
| LAKE WASHINGTON, LTD. | ||
|
| By: | Lake Manor, Inc., its general partner |
| MCKERLEY HEALTH CARE CENTER-CONCORD LIMITED | ||
|
| By: | McKerley Health Care Center-Concord, Inc., its general partner |
| MERIDIAN/CONSTELLATION LIMITED PARTNERSHIP | ||
|
| By: | Meridian Healthcare, Inc., its general partner |
| MERIDIAN EDGEWOOD LIMITED PARTNERSHIP | ||
|
| By: | Meridian Healthcare, Inc., its general partner |
| MERIDIAN PERRING LIMITED PARTNERSHIP | ||
|
| By: | Meridian Healthcare, Inc., its general partner |
| MERIDIAN VALLEY LIMITED PARTNERSHIP | ||
|
| By: | Meridian Healthcare, Inc., its general partner |
| MERIDIAN VALLEY VIEW LIMITED PARTNERSHIP | ||
|
| By: | Meridian Healthcare, Inc., its general partner |
| MIDDLETOWN (RI) ASSOCIATES OF RHODE ISLAND, L.P. | ||
|
| By: | Health Resources of Middletown (RI), Inc., its |
16
MILLVILLE MERIDIAN LIMITED PARTNERSHIP | |||
|
| By: | Meridian Healthcare, Inc., its general partner |
| NORTH CAPE CONVALESCENT CENTER ASSOCIATES, L.P. | ||
|
| By: | Geriatric and Medical Services, Inc., its general partner |
| PHILADELPHIA AVENUE ASSOCIATES | ||
|
| By: | Philadelphia Avenue Corporation, its general partner |
| POINT PLEASANT HAVEN LIMITED PARTNERSHIP | ||
|
| By: | Glenmark Associates, Inc. and GMA Partnership |
| RALEIGH MANOR LIMITED PARTNERSHIP | ||
|
| By: | Glenmark Associates, Inc., its general partner |
| RIVER STREET ASSOCIATES | ||
|
| By: | Genesis Health Ventures of Wilkes-Barre, Inc., its general partner |
| ROMNEY HEALTH CARE CENTER, LTD., LIMITED PARTNERSHIP | ||
|
| By: | Glenmark Associates, Inc., its general partner |
| SARAH BRAYTON GENERAL PARTNERSHIP | ||
|
| By: | ADS Multicare, Inc. and The Sarah Brayton |
| SEMINOLE MERIDIAN LIMITED PARTNERSHIP | ||
|
| By: | Meridian Health, Inc., its general partner |
| SISTERVILLE HAVEN LIMITED PARTNERSHIP | ||
|
| By: | Glenmark Associates, Inc., its general partner |
| STAFFORD ASSOCIATES OF N.J., L.P. | ||
|
| By: | Southern Ocean GP, LLC, its general partner |
| STATE STREET ASSOCIATES, L.P. | ||
|
| By: | State Street Associates, Inc., its general partner |
| TEAYS VALLEY HAVEN LIMITED PARTNERSHIP | ||
|
| By: | Glenmark Associates, Inc., its general partner |
| THE APPLE VALLEY LIMITED PARTNERSHIP | ||
|
| By: | The Apple Valley Partnership Holding Company, |
| THE STRAUS GROUP-HOPKINS HOUSE, L.P. | ||
|
| By: | Encare of Wyncote, Inc., its general partner |
| THE STRAUS GROUP-QUAKERTOWN MANOR, L.P. | ||
|
| By: | Encare of Quakertown, Inc., its general partner |
| THERAPY CARE SYSTEMS, L.P. | ||
|
| By: | Genesis ElderCare Rehabilitation Services, Inc., its general partner |
| VOLUSIA MERIDIAN LIMITED PARTNERSHIP | ||
|
| By: | Meridian Health, Inc., its general partner |
| WALLINGFORD ASSOCIATES OF CONNECTICUT, L.P. | ||
|
| By: | Health Resources of Wallingford, Inc., its general partner |
| WARWICK ASSOCIATES OF RHODE ISLAND, L.P. | ||
|
| By: | Health Resources of Warwick, Inc., its general partner |
| WESTFORD NURSING AND RETIREMENT CENTER, | ||
|
| By: | Westfield Nursing and Retirement Center, Inc., its general partner |
17
By: | /s/ James V. McKeon |
| |
|
| James V. McKeon | |
|
| Chief Financial Officer of the respective general | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Form S-3 registration statement has been signed by the following persons in the capacities of each of the above-referenced registrants and on the dates indicated:
Signatures |
| Title |
| Date |
|
|
|
|
|
|
|
|
|
|
* |
| Chief Executive Officer (principal executive |
|
|
George V. Hager, Jr. |
| Officer) and Chairman |
| July 13, 2007 |
|
|
|
|
|
/s/ James V. McKeon |
| Chief Financial Officer (principal financial |
|
|
James V. McKeon |
| Officer) |
| July 13, 2007 |
|
|
|
|
|
* |
| Vice President, Corporate Controller and |
|
|
Thomas DiVittorio |
| Chief Accounting Officer (principal accounting |
| July 13, 2007 |
|
|
|
|
|
* |
| Senior Vice President, General Counsel and |
|
|
Eileen M. Coggins |
| Corporate Secretary and Director |
| July 13, 2007 |
*By: | /s/ James V. McKeon |
| |
|
| James V. McKeon, attorney-in-fact | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, each registrant listed below has duly caused this Post-Effective Amendment No. 1 to Form S-3 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kennett Square, Pennsylvania on July 13, 2007.
HOLLY MANOR ASSOCIATES OF NEW JERSEY, L.P. | |||||
|
| By: | Encare of Mendham, L.L.C., its general partner | ||
| MERCERVILLE ASSOCIATES OF NEW JERSEY, L.P. | ||||
|
| By: | Breyut Convalescent Center, L.L.C., its general partner | ||
| POMPTON ASSOCIATES, L.P. | ||||
|
| By: | Pompton Care, L.L.C., its general partner | ||
| THE STRAUS GROUP-OLD BRIDGE, L.P. | ||||
|
| By: | Health Resources of Emery, L.L.C., its general partner | ||
| THE STRAUS GROUP-RIDGEWOOD, L.P. | ||||
|
| By: | Health Resources of Ridgewood, L.L.C., its general partner | ||
|
| By: | Century Care Management, Inc., the manager of the | ||
|
|
|
| ||
| By: |
|
| /s/ James V. McKeon |
|
|
|
|
| James V. McKeon |
|
|
|
|
| Chief Financial Officer |
|
18
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Form S-3 registration statement has been signed by the following persons in the capacities of each of the above-referenced registrants and on the dates indicated:
Signatures |
| Title |
| Date |
|
|
|
|
|
* |
| Chief Executive Officer (principal executive |
|
|
George V. Hager, Jr. |
| Officer) and Chairman |
| July 13, 2007 |
|
|
|
|
|
/s/ James V. McKeon |
| Chief Financial Officer (principal financial |
|
|
James V. McKeon |
| Officer) |
| July 13, 2007 |
|
|
|
|
|
* |
| Vice President, Corporate Controller and |
|
|
Thomas DiVittorio |
| Chief Accounting Officer (principal accounting |
| July 13, 2007 |
|
| officer) |
|
|
|
|
|
|
|
* |
| Senior Vice President, General Counsel and |
|
|
Eileen M. Coggins |
| Corporate Secretary and Director |
| July 13, 2007 |
*By: | /s/ James V. McKeon |
| |
|
| James V. McKeon, attorney-in-fact | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, each registrant listed below has duly caused this Post-Effective Amendment to Form S-3 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kennett Square, Pennsylvania on July 13, 2007.
| SOMERSET RIDGE LIMITED PARTNERSHIP | ||||||
|
| ||||||
|
| By: Somerset Ridge LLC, its general partner | |||||
|
|
| By: Somerset Ridge General Partnership, its Manager | ||||
|
|
|
| By: Solomont Family Fall River Venture, Inc., its | |||
|
|
|
|
| |||
| By: | /s/ James V. McKeon |
| ||||
|
| James V. McKeon | |||||
|
| Chief Financial Officer | |||||
|
| ||||||
| SOMERSET RIDGE GENERAL PARTNERSHIP | ||||||
|
| ||||||
|
| By: Solomont Family Fall River Venture, Inc. and The | |||||
|
| ||||||
| By: | /s/ James V. McKeon |
| ||||
|
| James V. McKeon | |||||
|
| Chief Financial Officer | |||||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Form S-3 registration statement has been signed by the following persons in the capacities of each of the above-referenced registrants and on the dates indicated:
Signatures |
| Title |
| Date | |
|
|
| |||
|
|
| |||
* |
| Chief Executive Officer (principal executive |
| ||
George V. Hager, Jr. | officer) and Chairman | July 13, 2007 | |||
19
Signatures |
| Title |
| Date | |||
|
|
| |||||
/s/ James V. McKeon |
| Chief Financial Officer (principal financial |
| ||||
James V. McKeon | officer) | July 13, 2007 | |||||
|
|
| |||||
* |
| Vice President, Corporate Controller and |
| ||||
Thomas DiVittorio | Chief Accounting Officer (principal accounting officer) | July 13, 2007 | |||||
|
|
| |||||
* |
| Senior Vice President, General Counsel and |
| ||||
Eileen M. Coggins | Corporate Secretary and Director | July 13, 2007 | |||||
|
|
| |||||
| *By: | /s/ James V. McKeon |
|
| |||
| James V. McKeon, attorney-in-fact |
| |||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant listed below has duly caused this Post-Effective Amendment No. 1 to Form S-3 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kennett Square, Pennsylvania on July 13, 2007.
| ARCADIA ASSOCIATES |
|
| ||||
| By: |
| ADS/Multicare, Inc., its managing partner | ||||
|
|
|
| ||||
|
|
|
| ||||
| By: |
| /s/ James V. McKeon |
| |||
|
|
| James V. McKeon | ||||
|
|
| Chief Financial Officer | ||||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Form S-3 registration statement has been signed by the following persons in the capacities of the above-referenced registrant and on the dates indicated:
Signatures |
| Title |
| Date | ||||
|
|
|
|
| ||||
|
|
|
|
| ||||
* |
| Chief Executive Officer (principal executive |
|
| ||||
George V. Hager, Jr. |
| officer) and Chairman |
| July 13, 2007 | ||||
|
|
|
|
| ||||
/s/ James V. McKeon |
| Chief Financial Officer (principal financial |
|
| ||||
James V. McKeon |
| officer) |
| July 13, 2007 | ||||
|
|
|
|
| ||||
* |
| Vice President, Corporate Controller and |
|
| ||||
Thomas DiVittorio |
| Chief Accounting Officer (principal accounting |
| July 13, 2007 | ||||
|
| officer) |
|
| ||||
|
|
|
|
| ||||
* |
| Senior Vice President, General Counsel and |
|
| ||||
Eileen M. Coggins |
| Corporate Secretary and Director |
| July 13, 2007 | ||||
|
|
| ||||||
| *By: |
| /s/ James V. McKeon |
|
|
| ||
|
| James V. McKeon, attorney-in-fact |
|
| ||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant listed below has duly caused this Post-Effective Amendment No. 1 to Form S-3 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kennett Square, Pennsylvania on July 13, 2007.
20
| MCKERLEY HEALTH FACILITIES | |||||
| By: | Meridian Healthcare, Inc. and Meridian Health, Inc., its partners | ||||
| ||||||
| By: | /s/ James V. McKeon |
| |||
|
| James V. McKeon | ||||
|
| Chief Financial Officer | ||||
|
| |||||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Form S-3 registration statement has been signed by the following persons in the capacities of the above-referenced registrant and on the dates indicated:
Signatures |
| Title |
| Date | ||||
|
|
|
|
| ||||
|
|
|
|
| ||||
* |
| Chief Executive Officer (principal executive |
|
| ||||
George V. Hager, Jr. |
| officer) and Chairman |
| July 13, 2007 | ||||
|
|
|
|
| ||||
/s/ James V. McKeon |
| Chief Financial Officer (principal financial |
|
| ||||
James V. McKeon |
| officer) |
| July 13, 2007 | ||||
|
|
|
|
| ||||
* |
| Vice President, Corporate Controller and |
|
| ||||
Thomas DiVittorio |
| Chief Accounting Officer (principal accounting |
| July 13, 2007 | ||||
|
| officer) |
|
| ||||
|
|
|
|
| ||||
* |
| Senior Vice President, General Counsel and |
|
| ||||
Eileen M. Coggins |
| Corporate Secretary and Director |
| July 13, 2007 | ||||
|
|
|
|
| ||||
|
|
| ||||||
| *By: |
| /s/ James V. McKeon |
|
|
| ||
|
| James V. McKeon, attorney-in-fact |
|
| ||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant listed below has duly caused this Post-Effective Amendment No. 1 to Form S-3 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kennett Square, Pennsylvania on July 13, 2007.
| BREYUT CONVALESCENT CENTER, L.L.C. |
| ENCARE OF MENDHAM, L.L.C. |
| HEALTH RESOURCES OF BRIDGETON, L.L.C. |
| HEALTH RESOURCES OF CRANBURY, L.L.C. |
| HEALTH RESOURCES OF EATONTOWN, L.L.C. |
| HEALTH RESOURCES OF EMERY, L.L.C. |
| HEALTH RESOURCES OF ENGLEWOOD, L.L.C. |
| HEALTH RESOURCES OF EWING, L.L.C. |
| HEALTH RESOURCES OF FAIR LAWN, L.L.C. |
| HEALTH RESOURCES OF JACKSON, L.L.C. |
| HEALTH RESOURCES OF RIDGEWOOD, L.L.C. |
| HEALTH RESOURCES OF SOUTH BRUNSWICK, L.L.C. |
| HEALTH RESOURCES OF WEST ORANGE, L.L.C. |
| POMPTON CARE, L.L.C. |
21
ROEPHEL CONVALESCENT CENTER, L.L.C. | ||||
|
| |||
| By: |
| Century Care Management, Inc., the manager of each | |
|
|
| of the foregoing entities | |
|
|
|
| |
|
|
|
| |
| By: |
| /s/ James V. McKeon |
|
|
|
| James V. McKeon | |
|
|
| Chief Financial Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Form S-3 registration statement has been signed by the following persons in the capacities of the above-referenced registrant and on the dates indicated:
Signatures |
| Title |
| Date | ||||
|
|
|
|
| ||||
* |
| Chief Executive Officer (principal executive |
|
| ||||
George V. Hager, Jr. |
| Officer) and Chairman |
| July 13, 2007 | ||||
|
|
|
|
| ||||
/s/ James V. McKeon |
| Chief Financial Officer (principal financial |
|
| ||||
James V. McKeon |
| Officer) |
| July 13, 2007 | ||||
|
|
|
|
| ||||
* |
| Vice President, Corporate Controller and |
|
| ||||
Thomas DiVittorio |
| Chief Accounting Officer (principal accounting |
| July 13, 2007 | ||||
|
| officer) |
|
| ||||
|
|
|
|
| ||||
* |
| Senior Vice President, General Counsel and |
|
| ||||
Eileen M. Coggins |
| Corporate Secretary and Director |
| July 13, 2007 | ||||
|
|
| ||||||
| *By: |
| /s/ James V. McKeon |
|
|
| ||
|
| James V. McKeon, attorney-in-fact |
|
| ||||
|
|
|
|
| ||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant listed below has duly caused this Post-Effective Amendment No. 1 to Form S-3 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kennett Square, Pennsylvania on July 13, 2007.
| GENESIS-GEORGETOWN SNF/JV, LLC | ||
| GLENMARK LIMITED LIABILITY COMPANY I | ||
| MILFORD ALF, LLC | ||
| RESPIRATORY HEALTH SERVICES LLC | ||
| RIVERVIEW RIDGE LIMITED LIABILITY COMPANY | ||
| SOUTHERN OCEAN GP, L.L.C. | ||
|
| ||
| By: | /s/ James V. McKeon |
|
|
| James V. McKeon | |
|
| Chief Financial Officer | |
| |||
22
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Form S-3 registration statement has been signed by the following persons in the capacities of the above-referenced registrant and on the dates indicated:
Signatures |
| Title |
| Date | ||||
|
|
|
|
| ||||
|
|
|
|
| ||||
* |
| Chief Executive Officer (principal executive |
|
| ||||
George V. Hager, Jr. |
| officer) and Chairman |
| July 13, 2007 | ||||
|
|
|
|
| ||||
/s/ James V. McKeon |
| Chief Financial Officer (principal financial |
|
| ||||
James V. McKeon |
| officer) |
| July 13, 2007 | ||||
|
|
|
|
| ||||
* |
| Vice President, Corporate Controller and |
|
| ||||
Thomas DiVittorio |
| Chief Accounting Officer (principal accounting |
| July 13, 2007 | ||||
|
| officer) |
|
| ||||
|
|
|
|
| ||||
* |
| Senior Vice President, General Counsel and |
|
| ||||
Eileen M. Coggins |
| Corporate Secretary and Director |
| July 13, 2007 | ||||
|
|
| ||||||
| *By: |
| /s/ James V. McKeon |
|
|
| ||
|
| James V. McKeon, attorney-in-fact |
|
| ||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant listed below has duly caused this Post-Effective Amendment No. 1 to Form S-3 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kennett Square, Pennsylvania on July 13, 2007.
| SOMERSET RIDGE L.L.C. |
|
| |||||||||
|
|
|
|
| ||||||||
|
| By: Somerset Ridge General Partnership, its Manager | ||||||||||
|
| By: Solomont Family Fall River Venture, Inc., its |
|
| ||||||||
|
| general partner |
|
| ||||||||
|
| By: |
| The Somerset Partnership Holding Company, | ||||||||
|
|
|
| Inc., its general partner | ||||||||
|
| |||||||||||
|
| By: |
| /s/ James V. McKeon |
| |||||||
|
|
|
| James V. McKeon | ||||||||
|
|
|
| Chief Financial Officer | ||||||||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Form S-3 registration statement has been signed by the following persons in the capacities of the above-referenced registrant and on the dates indicated:
Signatures |
| Title |
| Date | ||||
|
|
|
|
| ||||
|
|
|
|
| ||||
* |
| Chief Executive Officer (principal executive |
|
| ||||
George V. Hager, Jr. |
| officer) and Chairman |
| July 13, 2007 | ||||
|
|
|
|
| ||||
/s/ James V. McKeon |
| Chief Financial Officer (principal financial |
|
| ||||
James V. McKeon |
| officer) |
| July 13, 2007 | ||||
|
|
|
|
| ||||
* |
| Vice President, Corporate Controller and |
|
| ||||
Thomas DiVittorio |
| Chief Accounting Officer (principal accounting |
| July 13, 2007 | ||||
|
| officer) |
|
| ||||
|
|
|
|
| ||||
* |
| Senior Vice President, General Counsel and |
|
| ||||
Eileen M. Coggins |
| Corporate Secretary and Director |
| July 13, 2007 | ||||
|
|
| ||||||
| *By: |
| /s/ James V. McKeon |
|
|
| ||
|
| James V. McKeon, attorney-in-fact |
|
| ||||
|
|
|
|
| ||||
23