Exhibit 2.2
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
- -----------------------------------------------------x
In re : Chapter 11 Case No.
:
GENESIS HEALTH VENTURES, INC., et al., : 00-2692 (JHW)
:
Debtors. : (Jointly Administered)
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In re : Chapter 11 Case No.
:
MULTICARE AMC, INC., et al., : 00-2494 (JHW)
:
Debtors. : (Jointly Administered)
- -----------------------------------------------------x
DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
Genesis Health Ventures, Inc., The Multicare Companies, Inc., and
the other above-captioned debtors and debtors in possession propose the
following joint chapter 11 Plan of Reorganization, pursuant to section 1121(a)
of title 11 of the United States Code:
SECTION 1. DEFINITIONS AND INTERPRETATION
A. Definitions.
The following terms used herein shall have the respective meanings
defined below (such meanings to be equally applicable to both the singular and
plural):
1.1. Administrative Expense Claim means any right to payment
constituting a cost or expense of administration of any of the Reorganization
Cases allowed under sections 503(b), 507(a)(1), and 1114(e) of the Bankruptcy
Code, including, without limitation, any actual and necessary costs and expenses
of preserving the Debtors' estates, any actual and necessary costs and expenses
of operating the Debtors' businesses, any indebtedness or obligations incurred
or assumed by the Debtors, as debtors in possession, during the Reorganization
Cases, including, without limitation, for the acquisition or lease of property
or an interest in property or the rendition of services, any allowances of
compensation and reimbursement of expenses to the extent allowed by Final Order
under sections 330 or 503 of the Bankruptcy Code, and any fees or charges
assessed against the estates of the Debtors under section 1930 of chapter 123 of
title 28 of the United States Code.
1.2. Allowed means, with reference to any Claim, (i) any Claim
against any Debtor which has been listed by such Debtor in the Schedules, as
such Schedules may be amended by the Debtors from time to time in accordance
with Bankruptcy Rule 1009, as liquidated in amount and not disputed or
contingent and for which no contrary proof of claim has been filed, (ii) any
timely filed Claim as to which no objection to allowance has been interposed in
accordance with Section 7.1 hereof or such other applicable period of limitation
fixed by the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, or
as to which any objection has been determined by a Final Order to the extent
such
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objection is determined in favor of the respective holder, or (iii) any Claim
expressly allowed by a Final Order or hereunder.
1.3. Amended Bylaws means the Bylaws of Reorganized Genesis, as
restated, and which shall be substantially in the form set forth in the Plan
Supplement.
1.4. Amended Certificate of Incorporation means the Certificate of
Incorporation of Reorganized Genesis, as restated, and which shall be
substantially in the form set forth in the Plan Supplement.
1.5. Bankruptcy Code means title 11 of the United States Code, as
amended from time to time, as applicable to the Reorganization Cases.
1.6. Bankruptcy Court means the United States District Court for the
District of Delaware having jurisdiction over the Reorganization Cases and, to
the extent of any reference made under section 157 of title 28 of the United
States Code, the unit of such District Court having jurisdiction over the
Reorganization Cases under section 151 of title 28 of the United States Code.
1.7. Bankruptcy Rules means the Federal Rules of Bankruptcy
Procedure as promulgated by the United States Supreme Court under section 2075
of title 28 of the United States Code, as amended from time to time, applicable
to the Reorganization Cases, and any Local Rules of the Bankruptcy Court.
1.8. Business Day means any day other than a Saturday, a Sunday, or
any other day on which banking institutions in New York, New York are required
or authorized to close by law or executive order.
1.9. Cash means legal tender of the United States of America.
1.10. Catch-up Distribution means with respect to each holder of an
Allowed Claim in Classes G4, G5, M4, and M5, the difference between (i) the
number of shares of New Common Stock or New Warrants such holder would have
received if the resolution of all Disputed Claims in such Classes had been known
on the Effective Date, and (ii) the aggregate number of shares of New Common
Stock or New Warrants previously received by such holder.
1.11. Claim has the meaning set forth in section 101 of the
Bankruptcy Code.
1.12. Class means any group of Claims or Equity Interests classified
by the Plan of Reorganization pursuant to section 1122(a)(1) of the Bankruptcy
Code.
1.13. Collateral means any property or interest in property of the
estate of any Debtor subject to a lien, charge, or other encumbrance to secure
the payment or performance of a Claim, which lien, charge, or other encumbrance
is not subject to avoidance under the Bankruptcy Code.
1.14. Commencement Date means (i) June 22, 2000 with respect to the
Genesis Debtors (other than Healthcare Resources Corp.) and the Multicare
Debtors, and (ii) July 31, 2000 with respect to Healthcare Resources Corp.
1.15. Confirmation Date means the date on which the Clerk of the
Bankruptcy Court enters the Confirmation Order.
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1.16. Confirmation Hearing means the hearing to be held by the
Bankruptcy Court regarding confirmation of the Plan of Reorganization, as such
hearing may be adjourned or continued from time to time.
1.17. Confirmation Order means the order of the Bankruptcy Court
confirming the Plan of Reorganization pursuant to section 1129 of the Bankruptcy
Code.
1.18. Debtors means the Genesis Debtors and the Multicare Debtors.
1.19. Disbursing Agent means any entity (including any applicable
Debtor if it acts in such capacity) in its capacity as a disbursing agent under
Section 6.4 hereof.
1.20. Disputed Claim means any Claim which has not been Allowed
pursuant to the Plan of Reorganization or a Final Order, and
(a) if no proof of claim has been filed by the applicable deadline:
(i) a Claim that has been or hereafter is listed on the Schedules as disputed,
contingent, or unliquidated; or (ii) a Claim that has been or hereafter is
listed on the Schedules as other than disputed, contingent, or unliquidated, but
as to which the Debtors or Reorganized Debtors or any other party in interest
has interposed an objection or request for estimation which has not been
withdrawn or determined by a Final Order; or
(b) if a proof of claim or request for payment of an Administrative
Claim has been filed by the applicable deadline: (i) a Claim for which no
corresponding Claim has been or hereafter is listed on the Schedules; (ii) a
Claim for which a corresponding Claim has been or hereafter is listed on the
Schedules as other than disputed, contingent, or unliquidated, but the nature or
amount of the Claim as asserted in the proof of claim varies from the nature and
amount of such Claim as listed on the Schedules; (iii) a Claim for which a
corresponding Claim has been or hereafter is listed on the Schedules as
disputed, contingent, or unliquidated; (iv) a Claim for which a timely objection
or request for estimation is interposed by the Debtors or the Reorganized
Debtors which has not been withdrawn or determined by a Final Order; or (v) any
Tort Claim.
1.21. Distribution Record Date means the Confirmation Date.
1.22. Effective Date means a Business Day on or after the
Confirmation Date specified by Genesis and Multicare on which (i) no stay of the
Confirmation Order is in effect, and (ii) the condition to the effectiveness of
the Plan of Reorganization specified in Section 9 hereof has been satisfied or
waived.
1.23. Equity Interest means the interest of any holder of an equity
security of any of the Debtors represented by any issued and outstanding shares
of common or preferred stock or other instrument evidencing a present ownership
interest in any of the Debtors, whether or not transferable, or any option,
warrant, or right, contractual or otherwise, to acquire any such interest.
1.24. Final Distribution Date means, in the event there exist on the
Effective Date any Disputed Claims classified in Classes G4, G5, M4, or M5, a
date selected by the Reorganized Debtors, in their sole discretion, on which all
such Disputed Claims have been resolved by Final Order.
1.25. Final Order means an order or judgment of the Bankruptcy Court
entered by the Clerk of the Bankruptcy Court on the docket in the Reorganization
Cases, which has not been reversed, vacated, or stayed and as to which (i) the
time to appeal, petition for certiorari, or move for a new trial, reargument, or
rehearing has expired and as to which no appeal, petition for certiorari, or
other
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proceedings for a new trial, reargument, or rehearing shall then be pending, or
(ii) if an appeal, writ of certiorari, new trial, reargument, or rehearing
thereof has been sought, such order or judgment of the Bankruptcy Court shall
have been affirmed by the highest court to which such order was appealed, or
certiorari shall have been denied, or a new trial, reargument, or rehearing
shall have been denied or resulted in no modification of such order, and the
time to take any further appeal, petition for certiorari or move for a new
trial, reargument, or rehearing shall have expired; provided, however, that the
possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure,
or any analogous rule under the Bankruptcy Rules, may be filed relating to such
order shall not cause such order to not be a Final Order.
1.26. Genesis means Genesis Health Ventures, Inc., a Pennsylvania
corporation, the parent debtor or debtor in possession, as the context requires.
1.27. Genesis Common Stock Interest means the Equity Interest of any
holder of the authorized common stock issued by Genesis or any option, warrant,
or right, contractual or otherwise, to acquire any such Equity Interest.
1.28. Genesis Debtors means Genesis and the entities listed on
Exhibit A hereto.
1.29. Genesis General Unsecured Claim means any Claim against any of
the Genesis Debtors that (a) is not a Genesis Other Secured Claim, Genesis
Senior Lender Claim, Administrative Expense Claim, Priority Tax Claim, Genesis
Priority Non-Tax Claim, Genesis Senior Subordinated Note Claim, Genesis
Intercompany Claim, or Genesis Punitive Damage Claim, or (b) is otherwise
determined by the Bankruptcy Court to be a Genesis General Unsecured Claim.
1.30. Genesis Intercompany Claim means a Claim held by a
wholly-owned Genesis Debtor against another wholly-owned Genesis Debtor.
1.31. Genesis Other Secured Claim means any Secured Claim against
any of the Genesis Debtors not constituting a secured Genesis Senior Lender
Claim.
1.32. Genesis Priority Non-Tax Claim means any Claim against any of
the Genesis Debtors other than an Administrative Expense Claim or a Priority Tax
Claim, entitled to priority in payment as specified in section 507(a)(3), (4),
(5), (6), (7), or (9) of the Bankruptcy Code.
1.33. Genesis Punitive Damage Claim means any Claim against any of
the Genesis Debtors, whether secured or unsecured, for any fine, penalty,
forfeiture, attorneys' fees (to the extent such attorneys' fees are punitive in
nature), or for multiple, exemplary, or punitive damages, to the extent that
such fine, penalty, forfeiture, attorneys' fees, or damages is not compensation
for actual pecuniary loss suffered by the holder of such Claim and not
statutorily prescribed.
1.34. Genesis Reorganization Cases means the jointly administered
cases under chapter 11 of the Bankruptcy Code commenced by the Genesis Debtors
on June 22, 2000, and July 31, 2000 in the United States District Court for the
District of Delaware and styled In re Genesis Health Ventures, Inc., et al.,
00-2692 (JHW).
1.35. Genesis Senior Lender Agreements means (i) that certain Fourth
Amended and Restated Credit Agreement, dated as of August 20, 1999, among
Genesis, certain other Genesis Debtors named therein , Mellon Bank N.A., as
administrative agent, certain co-agents named therein, and the lender parties
thereto, and any of the documents and instruments relating thereto or referred
to therein, (ii) that certain Amended and Restated Synthetic Lease Financing
Facility, dated as of October 7, 1996, among Genesis, Genesis Eldercare
Properties, Inc., Mellon Bank N.A., as administrative agent, certain
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co-agents named therein, and the lender parties thereto, and any of the
documents and instruments relating thereto, and (iii) any Swap Agreement (as
defined in that certain Fourth Amended and Restated Collateral Agency Agreement,
dated as of August 20, 1999, among Genesis, Mellon Bank, N.A., as agent for the
lenders party to the Fourth Amended and Restated Credit Agreement, as agent for
the lenders party to the Amended and Restated Synthetic Lease Financing
Facility, and as collateral agent for the secured parties thereto), among
Genesis and the counterparties to such Swap Agreement.
1.36. Genesis Senior Lender Claim means any Claim against any of the
Genesis Debtors based on the Genesis Senior Lender Agreements (inclusive of
postpetition interest) net of all Cash payments made by the Genesis Debtors to
the holders of such Claims on or after the Commencement Date; provided, however,
that the Claims of Citibank, N.A. in connection with the prepetition termination
of interest rate hedging agreements are Genesis Senior Lender Claims to the
extent of $17,290,962.
1.37. Genesis Senior Subordinated Note Claim means a Claim against
Genesis arising under or in connection with (i) the Indenture, dated as of June
15, 1995, between Genesis and State Street Bank and Trust Company, as trustee,
as such Indenture may have been amended or modified, and the $120,000,000 of
9-3/4% Senior Subordinated Notes due 2005 issued thereunder, (ii) the Indenture,
dated as of October 7, 1996, between Genesis and State Street Bank and Trust
Company, as successor trustee, as such Indenture may have been amended or
modified, and the $125,000,000 of 9-1/4% Senior Subordinated Notes due 2006
issued thereunder, (iii) the Indenture, dated as of December 23, 1998, between
Genesis and The Bank of New York, as trustee, as such Indenture may have been
amended or modified, and the $125,000,000 of 9-7/8% Senior Subordinated Notes
due 2009 issued thereunder, or (iv) the Indenture, dated as of September 15,
1995, between Grancare, Inc. and Marine Midland Bank, as trustee, as such
Indenture may have been amended or modified, and the $100,000,000 of 9-3/8%
Senior Subordinated Notes due 2005 issued thereunder, of which $1,590,000
remains outstanding, excluding the fees and expenses of the trustees under these
Indentures, which shall be paid pursuant to Section 2.5 hereof.
1.38. Insured Claim means any Claim arising from an incident or
occurrence that is covered under any of the Debtors' insurance policies.
1.39. Multicare means Genesis ElderCare Corp., a Delaware
corporation, the parent debtor or debtor in possession, as the context requires,
and the owner of all the common stock of The Multicare Companies, Inc., a
Delaware corporation.
1.40. Multicare Common Stock Interest means the Equity Interest of
any holder of the authorized common stock issued by Multicare or any option,
warrant, or right, contractual or otherwise, to acquire any such Equity
Interest.
1.41. Multicare Debtors means Multicare, a Delaware corporation, and
the entities listed on Exhibit B hereto.
1.42. Multicare General Unsecured Claim means any Claim against any
of the Multicare Debtors that (i) is not a Multicare Other Secured Claim,
Multicare Senior Lender Claim, Administrative Expense Claim, Priority Tax Claim,
Multicare Priority Non-Tax Claim, Multicare Senior Subordinated Note Claim,
Multicare Intercompany Claim, or Multicare Punitive Damage Claim, or (ii) is
otherwise determined by the Bankruptcy Court to be a Multicare General Unsecured
Claim.
1.43. Multicare Intercompany Claim means a Claim held by a
wholly-owned Multicare Debtor against another wholly-owned Multicare Debtor.
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1.44. Multicare Other Secured Claim means any Secured Claim against
any of the Multicare Debtors not constituting a secured Multicare Senior Lender
Claim.
1.45. Multicare Priority Non-Tax Claim means any Claim against any
of the Multicare Debtors, other than an Administrative Expense Claim or a
Priority Tax Claim, entitled to priority in payment as specified in section
507(a)(3), (4), (5), (6), (7), or (9) of the Bankruptcy Code.
1.46. Multicare Punitive Damage Claim means any Claim against any of
the Multicare Debtors, whether secured or unsecured, for any fine, penalty,
forfeiture, or attorneys' fees (to the extent such attorneys' fees are punitive
in nature), or for multiple, exemplary, or punitive damages, to the extent that
such fine, penalty, forfeiture, attorneys' fees, or damages is not compensation
for actual pecuniary loss suffered by the holder of such Claim and not
statutorily prescribed.
1.47. Multicare Reorganization Cases means the jointly administered
cases under chapter 11 of the Bankruptcy Code commenced by the Multicare Debtors
on June 22, 2000 in the United States District Court for the District of
Delaware and styled In re Multicare AMC, Inc., et al., 00-2494 (JHW).
1.48. Multicare Senior Lender Agreements means that certain Credit
Agreement dated as of October 9, 1997, as amended, among Multicare, certain
other Multicare Debtors named therein, Mellon Bank N.A., as administrative
agent, certain co-agents named therein, and the lender parties thereto, and any
of the documents and instruments relating thereto.
1.49. Multicare Senior Lender Claim means any Claim against any of
the Multicare Debtors based on the Multicare Senior Lender Agreements net of all
Cash payments made by the Multicare Debtors to the holders of such Claims on or
after the Commencement Date.
1.50. Multicare Senior Subordinated Note Claim means a Claim against
The Multicare Companies, Inc. arising under or in connection with the Indenture,
dated as of August 11, 1997, between Genesis ElderCare Acquisition Corp. (now
known as The Multicare Companies, Inc.) and PNC Bank, National Association, as
trustee, and the $250,000,000 of 9% Senior Subordinated Notes due 2007 issued
thereunder.
1.51. New Common Stock means the 41,000,000 shares of common stock
of Reorganized Genesis authorized and issued hereunder on the Effective Date and
any additional shares authorized for the purposes specified herein or in the
Plan Securities.
1.52. New Convertible Preferred Stock means the shares of
convertible 6% PIK preferred stock of Reorganized Genesis with a liquidation
preference of $42,600,000 authorized and issued hereunder on the Effective Date.
The conversion rate for this preferred stock is $20.33 of liquidation value for
each share of New Common Stock.
1.53. New Management Incentive Plan means the management incentive
plan for certain employees of Reorganized Genesis, as set forth in the Plan
Supplement.
1.54. New Multicare Stock means the common stock of Reorganized
Multicare authorized and issued hereunder on the Effective Date.
1.55. New Senior Notes means the Term B Notes in the aggregate
principal amount of $242,605,000, authorized and issued hereunder by Reorganized
Genesis on the Effective Date, the terms of which are governed by the Note
Indenture, dated as of the Effective Date, between Reorganized
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Genesis and an indenture trustee acceptable to Reorganized Genesis and the
steering group for the holders of the Senior Lender Claims, in the form set
forth in the Plan Supplement and the security agreements, mortgages, and
guaranties, dated as of the Effective Date, in the form set forth in the Plan
Supplement. The New Senior Notes are guarantied by all of the subsidiaries of
Reorganized Genesis and are secured by the real estate and related fixtures of
the Reorganized Debtors and each other subsidiary of Reorganized Genesis in
accordance with the Security Agreement, in the form set forth in the Plan
Supplement, subject to (i) any existing validly perfected and unavoidable
security interests in Class G1 or Class M1, and (ii) any security interests
granted to lenders providing financing under Section 5.4 hereof (and to lenders
providing a replacement for or refinancing of such financing); provided, that a
subsidiary of Reorganized Genesis shall not guaranty the New Senior Notes and/or
grant a security interest in its assets to secure the New Senior Notes to the
extent the existing debt instruments of such subsidiary or, in the case of
Classes G1 and M1, the reinstated debt instruments of such Debtor, would
prohibit such a guaranty or grant of a security interest. The New Senior Notes
are also secured by a junior lien on the property securing the claims in
Subclass G1-17.
1.56. New Warrants means warrants to purchase 4,559,475 shares of
New Common Stock. The New Warrants shall expire on the first anniversary of the
Effective Date and shall have an exercise price of $20.33 per share of New
Common Stock. The New Warrants will be in the form set forth in the Plan
Supplement.
1.57. Plan Documents means the documents to be executed, delivered,
assumed, and/or performed in conjunction with the consummation of the Plan of
Reorganization on the Effective Date, including but not limited to (i) the
Amended Bylaws, (ii) the Amended Certificate of Incorporation, (iii) the Term B
Note Indenture, (iv) the security agreements, mortgages, and guaranties, (v) the
Certificate of Designation for the New Convertible Preferred Stock, (vi) the
Plan of Merger, (vii) the Registration Rights Agreement, (viii) the settlement
agreement referred to in Section 5.15 hereof, (ix) the settlement agreement
referred to in Section 5.16 hereof, and (x) the New Management Incentive Plan.
Each of the Plan Documents to be entered into as of the Effective Date will be
filed in draft form in the Plan Supplement.
1.58. Plan of Merger means that certain Plan of Merger among
Genesis, Multicare Acquisition Corporation, a wholly-owned, indirect subsidiary
of Genesis, and Multicare, in the form set forth in the Plan Supplement.
1.59. Plan of Reorganization means this joint chapter 11 plan of
reorganization, including the exhibits hereto, as the same may be amended or
modified from time to time in accordance with the provisions of the Bankruptcy
Code and the terms hereof.
1.60. Plan Securities means, collectively, the New Senior Notes, the
New Convertible Preferred Stock, the New Common Stock, and the New Warrants.
1.61. Plan Supplement means a supplemental appendix to the Plan of
Reorganization that will contain the draft form of the Plan Documents to be
entered into as of the Effective Date, to be filed 10 days before the date of
the Confirmation Hearing, and in any event no later than 5 days prior to the
last date by which votes to accept or reject the Plan of Reorganization must be
submitted. Documents to be included in the Plan Supplement will be posted at
www.ghv.com as they become available, but no later than 5 days prior to the last
date by which votes to accept or reject the Plan must be submitted.
1.62. Priority Non-Tax Claim means any Claim, other than an
Administrative Expense Claim or a Priority Tax Claim, entitled to priority in
payment as specified in section 507(a)(3), (4), (5), (6), (7), or (9) of the
Bankruptcy Code.
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1.63. Priority Tax Claim means any Claim of a governmental unit of
the kind entitled to priority in payment as specified in sections 502(i) and
507(a)(8) of the Bankruptcy Code.
1.64. Ratable Proportion means the ratio (expressed as a percentage)
of the amount of an Allowed Claim in a Class to the aggregate amount of all
Allowed Claims in the same Class.
1.65. Reorganization Cases means the Genesis Reorganization Cases
and the Multicare Reorganization Cases.
1.66. Reorganized Debtors means Reorganized Genesis and each of the
Debtors listed on Exhibits A and B hereto.
1.67. Reorganized Genesis means Genesis, as reorganized as of the
Effective Date in accordance with the Plan of Reorganization and after giving
effect to the merger described in Section 5.2 hereof.
1.68. Reorganized Multicare means Multicare, as reorganized as of
the Effective Date in accordance with the Plan of Reorganization before giving
effect to the merger described in Section 5.2 hereof.
1.69. Schedules means the schedules of assets and liabilities and
the statement of financial affairs filed by the Genesis Debtors or the Multicare
Debtors under section 521 of the Bankruptcy Code, Bankruptcy Rule 1007, and the
Official Bankruptcy Forms of the Bankruptcy Rules as such schedules and
statements have been or may be supplemented or amended through the Confirmation
Date.
1.70. Secured Claim means a Claim to the extent (i) secured by
Collateral, the amount of which is equal to or less than the value of such
Collateral (A) as set forth in the Plan of Reorganization, (B) as agreed to by
the holder of such Claim and the Debtors, or (C) as determined by a Final Order
in accordance with section 506(a) of the Bankruptcy Code, or (ii) secured by the
amount of any rights of setoff of the holder thereof under section 553 of the
Bankruptcy Code.
1.71. Senior Lender Claim means the Genesis Senior Lender Claims and
the Multicare Senior Lender Claims.
1.72. Tort Claim means any Claim related to personal injury,
property damage, products liability, wrongful death, employment litigation, or
other similar Claims against any of the Debtors which arise out of events which
occurred, in whole or in part, prior to the Commencement Date.
B. Interpretation; Application of Definitions and Rules of Construction.
Unless otherwise specified, all section or exhibit references in the
Plan of Reorganization are to the respective section in, or exhibit to, the Plan
of Reorganization, as the same may be amended, waived, or modified from time to
time. The words "herein," "hereof," "hereto," "hereunder," and other words of
similar import refer to the Plan of Reorganization as a whole and not to any
particular section, subsection, or clause contained therein. A term used herein
that is not defined herein shall have the meaning assigned to that term in the
Bankruptcy Code. The rules of construction contained in section 102 of the
Bankruptcy Code shall apply to the Plan of Reorganization. The headings in the
Plan of Reorganization are for convenience of reference only and shall not limit
or otherwise affect the provisions hereof.
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SECTION 2. ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS
2.1. Administrative Expense Claims.
Except to the extent that a holder of an Allowed Administrative
Expense Claim agrees to a different treatment, the Debtors shall pay to each
holder of an Allowed Administrative Expense Claim Cash in an amount equal to
such Claim on, or as soon thereafter as is reasonably practicable, the later of
the Effective Date and the first Business Day after the date that is thirty (30)
calendar days after the date such Administrative Expense Claim becomes an
Allowed Administrative Expense Claim; provided, however, that Allowed
Administrative Expense Claims representing liabilities incurred in the ordinary
course of business by the Debtors, as debtors in possession, or liabilities
arising under loans or advances to or other obligations incurred by the Debtors,
as debtors in possession, whether or not incurred in the ordinary course of
business, shall be paid by the Debtors in the ordinary course of business,
consistent with past practice and in accordance with the terms and subject to
the conditions of any agreements governing, instruments evidencing, or other
documents relating to such transactions; and provided further, however, that the
liabilities of Genesis and Multicare under the Revolving Credit and Guaranty
Agreement referred to in Section 2.4 hereof shall be paid as set forth in such
Section.
2.2. Compensation and Reimbursement Claims.
All entities seeking an award by the Bankruptcy Court of
compensation for services rendered or reimbursement of expenses incurred through
and including the Confirmation Date under section 503(b)(2), 503(b)(3),
503(b)(4), or 503(b)(5) of the Bankruptcy Code (i) shall file their respective
final applications for allowance of compensation for services rendered and
reimbursement of expenses incurred by the date that is forty-five (45) days
after the Effective Date, and (ii) shall be paid in full in such amounts as are
allowed by the Bankruptcy Court (A) upon the later of (i) the Effective Date,
and (ii) the date upon which the order relating to any such Administrative
Expense Claim is entered, or (B) upon such other terms as may be mutually agreed
upon between the holder of such an Administrative Expense Claim and the Debtors
or, on and after the Effective Date, the Reorganized Debtors. The Reorganized
Debtors are authorized to pay compensation for services rendered or
reimbursement of expenses incurred after the Confirmation Date and until the
Effective Date in the ordinary course and without the need for Bankruptcy Court
approval.
2.3. Priority Tax Claims.
Except to the extent that a holder of an Allowed Priority Tax Claim
agrees to a different treatment, each holder of an Allowed Priority Tax Claim
shall receive, at the sole option of the Debtors, (i) Cash in an amount equal to
such Allowed Priority Tax Claim on, or as soon thereafter as is reasonably
practicable, the later of the Effective Date and the first Business Day after
the date that is thirty (30) calendar days after the date such Priority Tax
Claim becomes an Allowed Priority Tax Claim, or (ii) equal annual Cash payments
in an aggregate amount equal to such Allowed Priority Tax Claim, together with
interest at a fixed annual rate equal to eight percent (8%), over a period not
exceeding six (6) years after the date of assessment of such Allowed Priority
Tax Claim. All Allowed Priority Tax Claims that are not due and payable on or
before the Effective Date shall be paid in the ordinary course of business as
such obligations become due.
2.4. DIP Credit Agreement Claims.
On the Effective Date, (i) Genesis shall pay or arrange for the
payment of all amounts outstanding under that certain Revolving Credit and
Guaranty Agreement, dated as of June 22, 2000, as amended, among Genesis,
certain other Genesis Debtors named therein, Mellon Bank N.A., as
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administrative agent, certain co-agents named therein, and the lenders party
thereto, and (ii) Multicare shall pay or arrange for payment of all amounts
outstanding under that certain Revolving Credit and Guaranty Agreement, dated as
of June 22, 2000, as amended, among Multicare, certain other Multicare Debtors
named therein, Mellon Bank N.A., as administrative agent, certain co-agents
named therein, and the lenders party thereto. Once such payments have been made,
these agreements and any agreements or instruments related thereto shall be
deemed terminated (subject in all respects to any carve-out approved by the
Bankruptcy Court in the Bankruptcy Court orders approving the Revolving Credit
and Guaranty Agreements on a final basis), and Mellon Bank, N.A., as
administrative agent, and the lenders thereunder shall take all reasonable
action to confirm the removal of any liens on the properties of the Genesis
Debtors and the Multicare Debtors securing such Revolving Credit and Guaranty
Agreements. On the Effective Date, any outstanding letters of credit issued
under such agreements shall be either replaced or secured by letters of credit
issued under the exit facility described in Section 5.4 hereof.
2.5. Special Provisions Regarding the Indenture Trustees' Fees and
Expenses.
(a) The reasonable fees and expenses of each trustee under an
Indenture described in Sections 1.37 and 1.50 hereof (an "Indenture Trustee")
(which includes the reasonable fees and expenses of any professionals retained
by the Indenture Trustees), shall be paid in accordance with the procedures
established in this Section 2.5. Provided that such fees and expenses are paid
in Cash in full by Genesis or Reorganized Genesis, distributions received by
holders of Allowed Genesis Senior Subordinated Note Claims and Allowed Multicare
Senior Subordinated Note Claims pursuant to this Plan will not be reduced on
account of the payment of any Indenture Trustee's fees and expenses.
(b) Ten (10) days prior to the Effective Date, each Indenture
Trustee will submit to Genesis appropriate documentation in support of the fees
and expenses incurred by such Indenture Trustee through that date (including any
estimated fees and expenses through the Effective Date), whether incurred prior
to or subsequent to the Commencement Date, together with a detailed, reasonable
estimate of any fees and expenses to be incurred thereafter. Such estimate may
include, without limitation, projected fees and expenses relating to surrender
and cancellation of notes, distribution of securities, and fees and expenses to
be incurred in respect of any challenge to the claims asserted by the Indenture
Trustee, whether based on the notes or the claimed amount of such fees and
expenses. On or prior to the Effective Date, Genesis will pay the undisputed
amount of each Indenture Trustee's fees and expenses.
(c) No later than thirty (30) days after the Effective Date, or as
soon thereafter as may be practical, each Indenture Trustee will deliver to
Reorganized Genesis a final invoice for its reasonable fees and expenses
incurred through the Effective Date. Reorganized Genesis will have a period of
thirty (30) days after receipt to review the final invoice and provide the
Indenture Trustee with any objection to the final invoice, stating with
specificity its objections to particular charges. If no objection is received by
the Indenture Trustee within thirty (30) days after the Indenture Trustee
provided Reorganized Genesis with its final invoice, then the Indenture Trustee
shall be paid such amount without the need for any further approval of the
Bankruptcy Court. If Reorganized Genesis timely advises the Indenture Trustee in
writing that it objects to all or a portion of such fees, which objection states
with specificity its objection to particular charges, (i) Reorganized Genesis
shall pay the undisputed portion of the fees and expenses, and (ii) such
Indenture Trustee, at its option, may either submit the disputed portion to the
Bankruptcy Court for resolution or exercise its rights under its respective
indenture. The Indenture Trustee will not be required to file a fee application
or to comply with guidelines and rules applicable to a fee application, and will
not be subject to section 330 or 503(b) of the Bankruptcy Code.
(d) Subject to Section 5.11 hereof, each Indenture Trustee's
charging lien will be discharged solely upon payment in full of such fees and
expenses and termination of the Indenture Trustee's duties. Accordingly, nothing
herein shall be deemed to impair, waive, or discharge the
10
Indenture Trustee charging lien for any fees and expenses not paid by
Reorganized Genesis. Pursuant to Section 6.5(b) hereof, each Indenture Trustee
shall be entitled to its fees and expenses incurred after the Effective Date as
a Disbursing Agent.
SECTION 3. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS
The following tables designate the Classes of Claims against and
Equity Interests in the Genesis Debtors and the Multicare Debtors, respectively,
and specify which of those Classes are (i) impaired or unimpaired by the Plan of
Reorganization, (ii) entitled to vote to accept or reject the Plan of
Reorganization in accordance with section 1126 of the Bankruptcy Code, and (iii)
deemed to reject the Plan of Reorganization.
3.1. Genesis Classes.
----------------------------------------------------------------------------------------------------------
Entitled
Class Designation Impairment to Vote
----- ----------- ---------- -------
Subclasses Genesis Other Secured Claims Unimpaired No
G1-1 through
G1-12
Subclasses Genesis Other Secured Claims Impaired Yes
G1-13 through
G1-17
Class G2 Genesis Senior Lender Claims Impaired Yes
Class G3 Genesis Priority Non-Tax Claims Unimpaired No
Class G4 Genesis General Unsecured Claims Impaired Yes
Class G5 Genesis Senior Subordinated Note Claims Impaired Yes
Class G6 Genesis Intercompany Claims Unimpaired No
Class G7 Genesis Punitive Damage Claims Impaired No (deemed to reject)
Class G8 Genesis Series G Preferred Stock Interests Impaired No (deemed to reject)
Class G9 Genesis Series H Preferred Stock Interests Impaired No (deemed to reject)
Class G10 Genesis Series I Preferred Stock Interests Impaired No (deemed to reject)
Class G11 Genesis Common Stock Interests Impaired No (deemed to reject)
----------------------------------------------------------------------------------------------------------
11
3.2. Multicare Classes.
----------------------------------------------------------------------------------------------------------
Entitled
Class Designation Impairment to Vote
----- ----------- ---------- -------
Subclasses Multicare Other Secured Claims Unimpaired No
M1-1 through
M1-6
Subclass M1-7 Multicare Other Secured Claims Impaired Yes
Class M2 Multicare Senior Lender Claims Impaired Yes
Class M3 Multicare Priority Non-Tax Claims Unimpaired No
Class M4 Multicare General Unsecured Claims Impaired Yes
Class M5 Multicare Senior Subordinated Note Claims Impaired Yes
Class M6 Multicare Intercompany Claims Unimpaired No
Class M7 Multicare Punitive Damage Claims Impaired No (deemed to reject)
Class M8 Multicare Common Stock Interests Impaired No (deemed to reject)
----------------------------------------------------------------------------------------------------------
3.3. Subclasses for Class G1.
For convenience of identification, the Plan of Reorganization
classifies the Allowed Claims in Class G1 as a single Class. This Class is
actually a group of subclasses, depending on the underlying property securing
such Allowed Claims, and each subclass is treated hereunder as a distinct Class
for voting and distribution purposes. The following table identifies the
material subclasses for Class G1.
12
----------------------------------------------------------------------------------------------------------
Entitled
Subclass Designation Impairment to Vote
-------- ----------- ---------- -------
G1-1 Broad Street Office Building Unimpaired No
148 West State Street, Kennett Square, Pa. (Pa.
IDA)
G1-2 Broad Street Office Building Unimpaired No
148 West State Street, Kennett Square, Pa. (Pa.
IDA)
G1-3 Pleasant View Center (HUD) Unimpaired No
G1-4 Country Village Center (HUD) Unimpaired No
G1-5 Abington Manor (Lackawanna County IDA) Unimpaired No
G1-6 Silver Lake Center (Del. EDA Bonds) Unimpaired No
G1-7 River Street Center (Luzerne County IDA) Unimpaired No
G1-8 Kresson View Center (NJEDA Refunding Bonds) Unimpaired No
G1-9 Mifflin Court (ElderTrust) Unimpaired No
G1-10 Oaks Center (ElderTrust) Unimpaired No
G1-11 Coquina Assisted Living (ElderTrust) Unimpaired No
G1-12 Homestead Center Unimpaired No
Kimberly Hall South Center
Kimberly Hall North Center
Seaford Center
Milford Center
Windsor Center
(U.S. Bank, N.A., as trustee for the "Bradford
Bonds")
G1-13 Brakely Park Center (HUD) Impaired Yes
G1-14 North Cape Center (HUD) Impaired Yes
G1-15 Oak Hill Center (HUD) Impaired Yes
G1-16 Rittenhouse Pine Center (Meditrust) Impaired Yes
G1-17 Atlantis Center Impaired Yes
Bowmans Center
Fairway Center
Oakwood Center
Riverwood Center
Tierra Center
Williamsburg Center
Windham Center
Woodmont Center
(synthetic lease lenders)
----------------------------------------------------------------------------------------------------------
Subclass G1-8 consists of the secured Claim of SunTrust Bank, as
successor indenture trustee ("SunTrust") under that certain Trust Indenture,
dated as of May 1, 1990 (the "SunTrust Indenture"), between the New Jersey
Economic Development Authority ("NJEDA") and SunTrust, pursuant to which NJEDA
issued (i) those certain $1,175,000 New Jersey Economic Development Authority
Economic Development Refunding Bonds (Geriatric and Medical Services, Inc. --
Care Inn of Voorhees Project) 1990 Series A; and (ii) those certain $5,000,000
New Jersey Economic Development Authority Economic Development Refunding Bonds
(Geriatric and Medical Services, Inc. -- Care Inn of Voorhees Project) 1990
Series B (collectively, the "Kresson View Center Bonds"). The secured Claim of
SunTrust in Subclass G1-8 is (i) allowed in the principal amount of $5,535,000,
plus accrued and unpaid
13
interest, and reasonable costs and expenses, as more fully provided in the
SunTrust Indenture and all other documents and agreements executed in connection
with the Kresson View Center Bonds, and (ii) secured by a duly perfected, first
priority mortgage and lien on certain real and personal property (whether now
owned or hereafter acquired) of Geriatric and Medical Services, Inc. relating to
a project known as the "Kresson View Center" f/k/a "Care Inn of Voorhees"
located in the Township of Voorhees, New Jersey, including without limitation,
all revenues and accounts arising therefrom, among other collateral. In
addition, the secured Claim of SunTrust in Subclass G1-8 is guarantied pursuant
to a Guaranty Agreement (the "Kresson View Center Guaranty") by and between
Geriatric & Medical Companies, Inc. (as successor to Geriatric & Medical
Centers, Inc.) and SunTrust.
3.4. Subclasses for Class M1.
For convenience of identification, the Plan of Reorganization
classifies the Allowed Claims in Class M1 as a single Class. This Class is
actually a group of subclasses, depending on the underlying property securing
such Allowed Claims, and each subclass is treated hereunder as a distinct Class
for voting and distribution purposes. The following table identifies the
material subclasses for Class M1.
----------------------------------------------------------------------------------------------------------
Entitled
Class Designation Impairment to Vote
----- ----------- ---------- -------
M1-1 Rosewood Center (Tyler County, WV) Unimpaired No
M1-2 Sisterville Center (Care Haven) (Tyler County, WV) Unimpaired No
M1-3 Raleigh Center (WV Hospital Authority) Unimpaired No
M1-4 Westford Center (HUD) Unimpaired No
M1-5 Willows Center Unimpaired No
Cedar Ridge Center
Dawn View Center
(MediTrust)
M1-6 Teays Valley (West Virginia Hospital Authority) Unimpaired No
M1-7 Point Pleasant (Mason County WV) Impaired Yes
----------------------------------------------------------------------------------------------------------
SECTION 4. TREATMENT OF CLAIMS AND EQUITY INTERESTS
4.1. Genesis Other Secured Claims (Class G1).
Except for the Genesis Other Secured Claims in Subclasses G1-8 and
G1-12, the treatment of which is set forth below, on or as soon as reasonably
practicable after the later of the Effective Date and the first Business Day
after the date that is thirty (30) calendar days after the date a Genesis Other
Secured Claim becomes Allowed, each holder of an Allowed Genesis Other Secured
Claim shall receive, at the option of the Reorganized Debtors, either (i) Cash
in an amount equal to one hundred percent (100%) of the unpaid amount of such
Allowed Genesis Other Secured Claim, (ii) the proceeds of the sale or
disposition of the Collateral securing such Allowed Genesis Other Secured Claim
to the extent of the value of the holder's secured interest in the Allowed
Genesis Other Secured Claim, (iii) the Collateral securing such Allowed Genesis
Other Secured Claim, (iv) a note with periodic Cash payments having a present
value equal to the amount of the Allowed Genesis Other Secured Claim, (v) such
treatment that leaves unaltered the legal, equitable, and contractual rights to
which the holder of such Allowed Genesis Other Secured Claim is entitled, or
(vi) such other distribution as necessary to satisfy the requirements of the
Bankruptcy Code. In the event the Reorganized Debtors treat a Claim under
14
clause (i) or (ii) of this Section, the liens securing such Genesis Other
Secured Claim shall be deemed released. In particular, the following subclasses
shall receive the treatment described below.
(a) Subclass G1-8. As of the Effective Date, the Genesis Debtors'
obligations in connection with the Kresson View Center Bonds shall be reinstated
and each and every indenture, loan agreement, mortgage, security agreement,
guaranty, subordination agreement, and other document executed in connection
with the Kresson View Center Bonds, including, without limitation, the Kresson
View Center Guaranty and the Subordination Agreement dated May 1, 1990 executed
by Mellon Bank N.A., as agent, in favor of NJEDA (all of the foregoing, together
with the Kresson View Center Bonds, the "Kresson View Center Bond Documents"),
shall be reinstated. All legal, equitable, and contractual rights under the
Kresson View Center Bond Documents and the Kresson View Center Bonds shall
remain unaltered after confirmation of the Plan. To the extent necessary to
reinstate all such obligations, rights, agreements, and documents, the Genesis
Debtors shall execute and obtain such replacement agreements and documents,
including, without limitation, a guaranty, subordination agreements, and UCC
financing statements, each in form and substance materially identical to
existing agreements and documents, as SunTrust may require. As of the Effective
Date, the maturity date of the Kresson View Center Bonds shall be reinstated. On
the Effective Date, the Genesis Debtors shall cure any default under the Kresson
View Center Bonds and the Kresson View Center Bond Documents (including, without
limitation, past due payments of principal), and shall reimburse SunTrust for
all reasonable fees, costs, and expenses, including legal fees and expenses,
which have accrued and are required to be paid under the relevant Kresson View
Center Bond Documents.
(b) Subclass G1-12. Upon confirmation of the Plan, the claim of U.S.
Bank Trust National Association ("U.S. Bank"), as successor indenture trustee
pursuant to the Indenture of Mortgage and Deed of Trust, dated as of September
1, 1992 (the "U.S. Bank Indenture"), shall be deemed an Allowed Genesis Other
Secured Claim in the principal amount of $19,337,000, plus accrued and unpaid
interest, fees, and other costs. The Plan shall leave unaltered the legal,
equitable, and contractual rights to which the holders of Claims in Subclass
G1-12 are entitled, and the Allowed Claim of U.S. Bank in Subclass G1-12 shall
be unimpaired under the Plan. In satisfaction of their Allowed Subclass G1-12
Claim, members of Subclass G1-12 shall receive, on or before the Effective Date,
(i) all accrued and unpaid interest due under the 9 1/4% First Mortgage Bonds
(Series A) due 2007 in the original principal amount of $25,000,000 (the
"Bradford Bonds"), whether incurred prior to or after the Commencement Date,
together with interest on interest, pursuant to the terms of the U.S. Bank
Indenture, and (ii) all indenture trustee fees and expenses due under the U.S.
Bank Indenture, including reasonable attorneys' fees, whether incurred prior to
or after the Commencement Date. U.S. Bank shall submit to the Genesis Debtors an
itemization of the amounts due and owing under the U.S. Bank Indenture ten (10)
days prior to the Effective Date. From and after the Effective Date, all
documents relating to the Bradford Bonds, including, but not limited to, the
U.S. Bank Indenture, the mortgages securing repayment of the Bradford Bonds, and
the bond instruments shall be deemed reinstated in their entirety. In connection
with such reinstatement and as a result of the Genesis Debtors' failure to
redeem the Bradford Bonds in April 2001, any holder of a Bradford Bond shall
have the right for sixty (60) days following the Effective Date to present such
Bradford Bonds for redemption in accordance with Article 9 of the U.S. Bank
Indenture. Thereafter, the deadline to present the Bradford Bonds for redemption
shall be governed by the applicable provisions of the Indenture. All rights and
liens of U.S. Bank, as indenture trustee, shall survive to the same extent,
validity, and priority as existed prior to the Commencement Date. Among other
things, all of the mortgages securing repayment of the Bradford Bonds shall
continue to be valid and perfected, and no further notice, filing, or other act
shall be required to effect such perfection.
(c) Subclass G1-17. The holders of claims in Subclass G1-17 shall
receive a mortgage note in the principal amount of $50,000,000. The mortgage
note will bear interest at LIBOR plus 5% and will mature on the sixth
anniversary of the Effective Date. The mortgage note will be
15
secured by (i) the Collateral presently securing the Claims in this subclass and
(ii) a lien of equal priority with the New Senior Notes on the property securing
such notes. The mortgage documents will permit a junior lien on the property
securing the Claims in this subclass in favor of the New Senior Notes.
4.2. Genesis Senior Lender Claims (Class G2).
Holders of the Genesis Senior Lender Claims shall receive an
aggregate of (i) Cash in an amount equal to interest on the Genesis Senior
Lender Claims at contractual, nondefault rates, from the Commencement Date to
the Effective Date (approximately $195,979,000 of which will have already been
paid by the Genesis Debtors by June 30, 2001, in connection with certain cash
collateral stipulations), (ii) $94,923,000 in New Senior Notes, (iii) New
Convertible Preferred Stock with an aggregate liquidation preference of
$31,000,000, and (iv) 30,485,079 shares of New Common Stock, representing
approximately 74.35% of the total shares of New Common Stock to be issued and
outstanding as of the Effective Date, subject to dilution from stock issuances
occurring after the Effective Date, including, without limitation, in connection
with the conversion of the New Convertible Preferred Stock, the exercise of the
New Warrants, or options granted under the New Management Incentive Plan.
4.3. Genesis Priority Non-Tax Claims (Class G3).
Except to the extent that a holder of an Allowed Genesis Priority
Non-Tax Claim against any of the Genesis Debtors has agreed to a different
treatment of such Claim, each such holder shall receive, in full satisfaction of
such Claim, Cash in an amount equal to such Claim, on or as soon as reasonably
practicable after the later of (i) the Effective Date, (ii) the date such Claim
becomes Allowed, and (iii) the date for payment provided by any agreement or
understanding between the parties.
4.4. Genesis General Unsecured Claims (Class G4).
Except to the extent that an Allowed Genesis General Unsecured Claim
is an Insured Claim, the holders of Allowed Genesis General Unsecured Claims
shall receive a proportionate allocation of (i) 1,689,147 shares of New Common
Stock and (ii) New Warrants to purchase 2,835,645 shares of New Common Stock,
based on the aggregate amount of Allowed Claims in Classes G4 and G5. The shares
of New Common Stock allocated to Classes G4 and G5 represent approximately 4.12%
of the total shares of New Common Stock to be issued and outstanding on the
Effective Date, subject to dilution from stock issuances occurring after the
Effective Date, including, without limitation, in connection with the conversion
of the New Convertible Preferred Stock, the exercise of the New Warrants, or
options granted under the New Management Incentive Plan. Each holder of an
Allowed Genesis General Unsecured Claim shall receive its Ratable Proportion of
shares of New Common Stock allocated to this Class based on the aggregate amount
of the Allowed Claims in Classes G4 and G5. A holder of an Allowed Genesis
General Unsecured Claim that is an Insured Claim shall be paid in the ordinary
course of the business of the Reorganized Debtors to the extent that Claim is
insured and shall have an Allowed Genesis General Unsecured Claim to the extent
the applicable insurance policy does not provide coverage with respect to any
portion of the Insured Claim.
4.5. Genesis Senior Subordinated Note Claims (Class G5).
The holders of Allowed Genesis Senior Subordinated Note Claims shall
receive a proportionate allocation of (i) 1,689,147 shares of New Common Stock
and (ii) New Warrants to purchase 2,835,645 shares of New Common Stock, based on
the aggregate amount of Allowed Claims in Classes G4 and G5. The shares of New
Common Stock allocated to Classes G4 and G5 represent approximately 4.12% of the
total shares of New Common Stock to be issued and outstanding on the Effective
Date and are subject to dilution from stock issuances occurring after the
Effective Date,
16
including, without limitation, in connection with the conversion of the New
Convertible Preferred Stock, the exercise of the New Warrants, or options
granted under the New Management Incentive Plan. Each holder of an Allowed
Genesis Senior Subordinated Note Claim shall receive its Ratable Proportion of
the shares of New Common Stock allocated to this Class, based on the aggregate
amount of the Allowed Claims in Classes G4 and G5.
4.6. Genesis Intercompany Claims (Class G6).
Each holder of a Genesis Intercompany Claim shall be unimpaired.
4.7. Genesis Punitive Damage Claims (Class G7).
Each holder of a Genesis Punitive Damage Claim shall receive no
distribution under the Plan of Reorganization, but shall be paid in the ordinary
course of the business of the Reorganized Debtors solely to the extent such
claims are covered by applicable insurance policies and such insurance is
permitted under governing state law.
4.8. Genesis Series G Preferred Stock Interests (Class G8).
All Equity Interests represented by the Series G Cumulative
Convertible Preferred Stock issued by Genesis, and any Claims for dividends or a
preference on liquidation or other rights in connection therewith, shall be
deemed canceled as of the Effective Date, and each holder of such Equity
Interest shall neither receive nor retain any property or interest in property
on account of such Equity Interest.
4.9. Genesis Series H Preferred Stock Interests (Class G9).
All Equity Interests represented by the Series H Senior Convertible
Participating Cumulative Preferred Stock issued by Genesis, and any Claims for
dividends or a preference on liquidation or other rights in connection
therewith, shall be deemed canceled as of the Effective Date, and each holder of
such Equity Interest shall neither receive nor retain any property or interest
in property on account of such Equity Interest.
4.10. Genesis Series I Preferred Stock Interests (Class G10).
All Equity Interests represented by the Series I Senior Convertible
Exchangeable Participating Cumulative Preferred Stock issued by Genesis, and any
Claims for dividends or a preference on liquidation or other rights in
connection therewith, shall be deemed canceled as of the Effective Date, and
each holder of such Equity Interest shall neither receive nor retain any
property or interest in property on account of such Equity Interest.
4.11. Genesis Common Stock Interests (Class G11).
All Genesis Common Stock Interests shall be deemed canceled as of
the Effective Date, and each holder of a Genesis Common Stock Interest shall
neither receive nor retain any property or interest in property on account of
such Genesis Common Stock Interest.
4.12. Multicare Other Secured Claims (Class M1).
On or as soon as reasonably practicable after the later of the
Effective Date and the first Business Day after the date that is thirty (30)
calendar days after the date a Multicare Other Secured
17
Claim becomes Allowed, each holder of an Allowed Multicare Other Secured Claim
shall receive, at the option of the Reorganized Debtors, either (i) Cash in an
amount equal to one hundred percent (100%) of the unpaid amount of such Allowed
Multicare Other Secured Claim, (ii) the proceeds of the sale or disposition of
the Collateral securing such Allowed Multicare Other Secured Claim to the extent
of the value of the holder's secured interest in the Allowed Multicare Other
Secured Claim, (iii) the Collateral securing such Allowed Multicare Other
Secured Claim, (iv) a note with periodic Cash payments having a present value
equal to the amount of the Allowed Multicare Other Secured Claim, (v) such
treatment that leaves unaltered the legal, equitable, and contractual rights to
which the holder of such Allowed Multicare Other Secured Claim is entitled, or
(vi) such other distribution as necessary to satisfy the requirements of the
Bankruptcy Code. In the event the Reorganized Debtors treat a Claim under clause
(i) or (ii) of this Section, the liens securing such Multicare Other Secured
Claims shall be deemed released; provided, however, that Subclasses M1-2 and
M1-4 shall receive the treatment set forth in this Section 4.12(v), and Subclass
M1-7 shall receive the treatment set forth in this Section 4.12(iii).
4.13. Multicare Senior Lender Claims (Class M2).
Holders of the Multicare Senior Lender Claims shall be entitled to
receive 88.37% of the shares of New Multicare Stock. Pursuant to the Plan of
Merger, such holders shall be deemed to immediately exchange such common stock
for (i) $25,000,000 in Cash, (ii) $147,682,000 in New Senior Notes, (iii) shares
of New Convertible Preferred Stock with a liquidation preference of $11,600,000,
and (iv) 7,798,917 shares of New Common Stock, representing approximately 19.02%
of the total shares of New Common Stock to be issued and outstanding as of the
Effective Date, subject to dilution from stock issuances occurring after the
Effective Date, including, without limitation, in connection with the conversion
of the New Convertible Preferred Stock, the exercise of the New Warrants, or
options granted under the New Management Incentive Plan.
4.14. Multicare Priority Non-Tax Claims (Class M3).
Except to the extent that a holder of an Allowed Multicare Priority
Non-Tax Claim against any of the Multicare Debtors has agreed to a different
treatment of such Claim, each such holder shall receive, in full satisfaction of
such Claim, Cash in an amount equal to such Claim, on or as soon as reasonably
practicable after the later of (i) the Effective Date, (ii) the date such Claim
becomes Allowed, and (iii) the date for payment provided by any agreement or
understanding between the parties.
4.15. Multicare General Unsecured Claims (Class M4).
Except to the extent that an Allowed Multicare General Unsecured
Claim is an Insured Claim, the holders of Allowed Multicare General Unsecured
Claims shall receive a proportionate allocation of 11.63% of the shares of New
Multicare Stock, based on the aggregate amount of Allowed Claims in Classes M4
and M5. Pursuant to the merger described in Section 5.2 hereof, the shares of
New Multicare Stock allocated to Classes M4 and M5 will be exchanged for (i)
1,026,857 shares of New Common Stock and (ii) New Warrants to purchase 1,723,830
shares of New Common Stock. The shares of New Common Stock allocated to Classes
M4 and M5 represent approximately 2.50% of the total shares of New Common Stock
to be issued and outstanding as of the Effective Date, subject to dilution from
stock issuances occurring after the Effective Date, including, without
limitation, in connection with the conversion of the New Convertible Preferred
Stock, the exercise of the New Warrants, or options granted under the New
Management Incentive Plan. Each holder of an Allowed Multicare General Unsecured
Claim shall receive its Ratable Proportion of the shares of New Common Stock and
New Warrants allocated to this Class, based on the aggregate amount of Allowed
Claims in Classes M4 and M5. The holder of an Allowed Multicare General
Unsecured Claim that is an Insured Claim shall be paid in the ordinary course of
the business of the Reorganized Debtors to the extent that Claim is insured, and
18
shall have an Allowed Multicare General Unsecured Claim to the extent the
applicable insurance policy does not provide coverage with respect to any
portion of the Insured Claim.
4.16. Multicare Senior Subordinated Note Claims (Class M5).
The holders of Allowed Multicare Senior Subordinated Claims shall
receive a proportionate allocation of 11.63% of the shares of New Multicare
Stock, based on the aggregate amount of Allowed Claims in Classes M4 and M5.
Pursuant to the merger described in Section 5.2 hereof, the shares of New
Multicare Stock allocated to Classes M4 and M5 will be exchanged for (i)
1,026,857 shares of New Common Stock and (ii) New Warrants to purchase 1,723,830
shares of New Common Stock. The shares of New Common Stock allocated to Classes
M4 and M5 represent approximately 2.50% of the total shares of New Common Stock
to be issued and outstanding as of the Effective Date, subject to dilution from
stock issuances occurring after the Effective Date, including, without
limitation, in connection with the conversion of the New Convertible Preferred
Stock, the exercise of the New Warrants, or options granted under the New
Management Incentive Plan. Each holder of an Allowed Multicare Senior
Subordinated Claim shall receive its Ratable Proportion of shares of New Common
Stock and New Warrants allocated to this Class, based on the aggregate amount of
Allowed Claims in Classes M4 and M5.
4.17. Multicare Intercompany Claims (Class M6).
Each holder of a Multicare Intercompany Claim shall be unimpaired.
4.18. Multicare Punitive Damage Claims (Class M7).
Each holder of a Multicare Punitive Damage Claim shall receive no
distribution under the Plan of Reorganization, but shall be paid in the ordinary
course of the business of the Reorganized Debtors solely to the extent such
claims are covered by applicable insurance policies and such insurance is
permitted under governing state law.
4.19. Multicare Common Stock Interests (Class M8).
All Multicare Common Stock Interests shall be deemed canceled as of
the Effective Date, and each holder of a Multicare Common Stock Interest shall
neither receive nor retain any property or interest in property on account of
such Multicare Common Stock Interests.
SECTION 5. MEANS FOR IMPLEMENTATION
5.1. Deemed Consolidation of Debtors for Plan Purposes Only.
(a) Subject to the occurrence of the Effective Date, the Genesis
Debtors shall be deemed consolidated for the following purposes under the Plan
of Reorganization: (i) no distributions shall be made under the Plan of
Reorganization on account of the Genesis Intercompany Claims; (ii) all
guaranties by any of the Genesis Debtors of the obligations of any other Genesis
Debtor arising prior to the Effective Date shall be deemed eliminated so that
any Claim against any Genesis Debtor and any guaranty thereof executed by any
other Genesis Debtor and any joint and several liability of any of the Genesis
Debtors shall be deemed to be one obligation of the deemed consolidated Genesis
Debtors; and (iii) each and every Claim filed or to be filed in the
Reorganization Case of any of the Genesis Debtors shall be deemed filed against
the deemed consolidated Genesis Debtors and shall be deemed one Claim against
and obligation of the deemed consolidated Genesis Debtors.
19
Such deemed consolidation, however, shall not (other than for
purposes related to funding distributions under the Plan of Reorganization and
as set forth above in this Section) affect: (i) the legal and organizational
structure of the Reorganized Debtors; (ii) intercompany Claims by and among the
Genesis Debtors or Reorganized Debtors; (iii) pre- and post-Commencement Date
guaranties, liens, and security interests that are required to be maintained (A)
in connection with executory contracts or unexpired leases that were entered
into during the Genesis Reorganization Cases or that have been or will be
assumed, (B) pursuant to the Plan of Reorganization, or (C) in connection with
any financing entered into, or New Senior Notes issued, by the Reorganized
Debtors on the Effective Date; and (iv) distributions out of any insurance
policies or proceeds of such policies.
Notwithstanding anything contained in the Plan to the contrary, the
deemed consolidation of the Genesis Debtors shall not have any effect on the
Claims being reinstated and unimpaired in Class G1 of the Plan, and the legal,
equitable, and contractual rights to which the holders of any such Claims is
entitled shall be left unaltered by the Plan.
(b) Subject to the occurrence of the Effective Date, the Multicare
Debtors shall be deemed consolidated for the following purposes under the Plan
of Reorganization: (i) no distributions shall be made under the Plan of
Reorganization on account of Multicare Intercompany Claims; (ii) all guaranties
by any of the Multicare Debtors of the obligations of any other Multicare Debtor
arising prior to the Effective Date shall be deemed eliminated so that any Claim
against any Multicare Debtor and any guaranty thereof executed by any other
Multicare Debtor and any joint and several liability of any of the Multicare
Debtors shall be deemed to be one obligation of the deemed consolidated
Multicare Debtors; and (iii) each and every Claim filed or to be filed in the
Reorganization Case of any of the Multicare Debtors shall be deemed filed
against the deemed consolidated Multicare Debtors and shall be deemed one Claim
against and obligation of the deemed consolidated Multicare Debtors.
Such deemed consolidation, however, shall not (other than for
purposes related to funding distributions under the Plan of Reorganization and
as set forth above in this Section) affect: (i) the legal and organizational
structure of the Reorganized Debtors; (ii) intercompany Claims by and among the
Multicare Debtors or Reorganized Debtors; (iii) pre- and post-Commencement Date
guaranties, liens, and security interests that are required to be maintained (A)
in connection with executory contracts or unexpired leases that were entered
into during the Multicare Reorganization Cases or that have been or will be
assumed, (B) pursuant to the Plan of Reorganization, or (C) in connection with
any financing entered into by the Reorganized Debtors on the Effective Date; and
(iv) distributions out of any insurance policies or proceeds of policies.
Notwithstanding anything contained in the Plan to the contrary, the
deemed consolidation of the Multicare Debtors shall not have any effect on the
Claims being reinstated and unimpaired in Class M1 of the Plan, and the legal,
equitable, and contractual rights to which the holders of any such Claims is
entitled shall be left unaltered by the Plan.
5.2. Merger of Corporate Entities.
In accordance with the terms of the Plan of Merger and the votes of
Genesis, as the sole shareholder of Multicare Acquisition Corporation, and the
holders of the Multicare Senior Lender Claims, Multicare General Unsecured
Claims, and Multicare Senior Subordinated Note Claims, Multicare Acquisition
Corporation shall merge into Multicare, with Multicare being the surviving
entity. On such merger, (i) the New Multicare Stock shall be exchanged for
$147,682,000 of New Senior Notes and shares of New Convertible Preferred Stock
with an aggregate liquidation preference of $11,600,000, to be distributed to
holders of Allowed Claims in Class M2, 8,825,774 shares of New Common Stock, to
be distributed to holders of Allowed Claims in Classes M2, M4, and M5, and
37.81% of New Warrants, to
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be distributed to holders of Allowed Claims in Classes M4 and M5, (ii) Multicare
Acquisition Corporation shall cease to exist as a separate legal entity, and
(iii) Reorganized Multicare shall become a wholly-owned, indirect subsidiary of
Reorganized Genesis.
5.3. Authorization of Plan Securities.
Reorganized Genesis is authorized to issue the Plan Securities in
accordance with Sections 4 and 5.2 hereof, without the need for any further
corporate action.
5.4. Exit Facility.
The Debtors are authorized to enter into new financing arrangements
for purposes of funding obligations under the Plan of Reorganization, including
the payment of Administrative Expense Claims and the repayment of obligations
under the Debtors' respective Revolving Credit and Guaranty Agreements described
in Section 2.4 hereof, and providing for working capital requirements. The new
financing arrangements may be in any form acceptable to Reorganized Genesis,
including, without limitation, a new revolving credit agreement and new Term A
Notes, with priority in payment and collateral senior to the New Senior Notes.
5.5. Waiver of Subordination.
The distributions under the Plan of Reorganization do not take into
account the relative priority of the Claims in each Class in connection with any
contractual subordination provisions relating to the Genesis Senior Subordinated
Note Claims and the Multicare Senior Subordinated Note Claims. Accordingly, the
distributions to the holders of Claims in Classes G5 and M5 shall not be subject
to levy, garnishment, attachment, or other legal process by any holder of
indebtedness senior to the indebtedness of the holders of the Claims in Classes
G5 and M5, in each case by reason of claimed contractual subordination rights.
On the Effective Date, all creditors shall be deemed to have waived any and all
contractual subordination rights which they may have with respect to such
distribution, and the Confirmation Order shall permanently enjoin, effective as
of the Effective Date, all holders of senior indebtedness from enforcing or
attempting to enforce any such rights with respect to the distributions under
the Plan of Reorganization to the holders of Claims in Classes G5 and M5.
5.6. Registration Rights Agreement.
On the Effective Date, Reorganized Genesis shall execute and deliver
a registration rights agreement in the form set forth in the Plan Supplement,
obligating Reorganized Genesis to register the Plan Securities under the
Securities Exchange Act of 1933, as amended, upon the demand of any holder of
10% or more of the Plan Securities or the holders of 20% or more of the Plan
Securities in the aggregate, and pursuant to customary "piggyback" provisions,
all at the times and in accordance with the terms set forth in such registration
rights agreement.
5.7. Listing of New Common Stock.
Reorganized Genesis shall use commercially reasonable efforts to
cause the shares of New Common Stock to be listed on a national securities
exchange or a qualifying interdealer quotation system. Reorganized Genesis will
be a public reporting company under the Securities Exchange Act of 1934 and will
file periodic and current reports as required thereunder.
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5.8. Management Incentive Plan.
Reorganized Genesis shall adopt the New Management Incentive Plan.
The solicitation of votes on this Plan of Reorganization shall be deemed a
solicitation of the holders of New Common Stock for approval of the New
Management Incentive Plan. Entry of the order confirming the Plan of
Reorganization shall constitute such approval, and the order confirming the Plan
of Reorganization shall so provide.
5.9. Release of Non-Debtor Affiliates.
As of the Effective Date, the non-Debtor corporate, partnership, and
joint venture subsidiaries or affiliates of the Debtors who are obligors under
any of the Genesis Senior Lender Agreements or the Multicare Senior Lender
Agreements shall be released from all such obligations provided that such
entities become guarantors of the New Senior Notes and assuming that the net
worth of such entities is not greater than an amount acceptable to the agent for
the holders of the Genesis Senior Lender Claims and the Multicare Senior Lender
Claims.
5.10. Release of Representatives.
As of the Effective Date, the respective officers, directors,
employees, financial advisors, professionals, accountants, and attorneys of the
Genesis Debtors, the Multicare Debtors, the respective statutory committees of
unsecured creditors appointed pursuant to section 1102 of the Bankruptcy Code in
the Genesis Reorganization Cases and the Multicare Reorganization Cases, and
Mellon Bank, N.A., as administrative agent under the Genesis Senior Lender
Agreements, the Multicare Senior Lender Agreements, and the Revolving Credit and
Guaranty Agreements described in Section 2.4 hereof shall be released from any
and all Claims against them by the Debtors in their capacity as representatives
of the Genesis Debtors, the Multicare Debtors, the statutory committees, or
Mellon Bank, N.A., as applicable, except as otherwise expressly provided in the
Plan of Reorganization, the Confirmation Order, or the order of the Bankruptcy
Court, dated February 23, 2001, approving a senior executive retention plan for
certain employees of Genesis.
5.11. Cancellation of Existing Securities and Agreements.
Except for purposes of evidencing a right to distributions under the
Plan of Reorganization or otherwise provided hereunder, on the Effective Date
all the agreements and other documents evidencing the Claims or rights of any
holder of a Claim against the Debtors, including all indentures and notes
evidencing such Claims and any options or warrants to purchase Equity Interests,
obligating the Debtors to issue, transfer, or sell Equity Interests or any other
capital stock of the Debtors, shall be canceled; provided, however, that the
indentures relating to the Genesis Senior Subordinated Note Claims and the
Multicare Senior Subordinated Note Claims shall continue in effect solely for
the purposes of (i) allowing the indenture trustees to make any distributions on
account of Classes G5 and M5 pursuant to the Plan and to perform such other
necessary administrative functions with respect thereto, and (ii) permitting the
indenture trustees to maintain any rights or liens they may have for fees,
costs, and expenses under the indentures.
5.12. Board of Directors.
The initial Board of Directors of Reorganized Genesis shall consist
of seven members whose names shall be disclosed at or prior to the Confirmation
Hearing. Six members will be selected by the holders of the Genesis Senior
Lender Claims and the Multicare Senior Lender Claims. The seventh member shall
be the Chief Executive Officer of Reorganized Genesis. Each of the members of
such
22
initial Board of Directors shall serve a one-year term. After selection
of the initial Board of Directors, the holders of the New Common Stock will
elect members of the Board of Directors of Reorganized Genesis in accordance
with the Amended Certificate of Incorporation and Amended Bylaws and applicable
nonbankruptcy law.
5.13. Corporate Action.
Reorganized Genesis shall file the Amended Certificate of
Incorporation and an amended certificate of incorporation for each of the
Reorganized Debtors that are corporations, other than Reorganized Genesis, with
the Secretary of State of the State of Delaware on the Effective Date. The
Amended Certificate of Incorporation and the certificates of incorporation for
each of the Reorganized Debtors that are corporations, other than Reorganized
Genesis, shall prohibit the issuance of nonvoting equity securities, subject to
further amendment of such certificates of incorporation as permitted by
applicable law. The Amended Bylaws shall be deemed adopted by the board of
directors of Reorganized Genesis as of the Effective Date. All partnership and
limited liability company agreements to which any of the Debtors are parties
shall be treated in accordance with Section 8.1 hereof.
5.14. Subsidiary Guaranties.
Claims based upon guaranties of collection, payment, or performance
of any obligation of the Debtors made by any direct or indirect subsidiary of
Genesis or Multicare which is not a Debtor and all Claims against any such
subsidiary for which any of the Debtors are jointly or severally liable, in each
case which arise at any time prior to the Confirmation Date, shall be
discharged, released, extinguished, and of no further force and effect, unless
the appropriate Debtor otherwise agrees in writing to the beneficiary of such
guaranties.
5.15. Settlement with the Federal Government.
The Settlement Agreement among the Genesis Debtors and the United
States of America acting through the United States Department of Health and
Human Services, the Centers for Medicare and Medicaid Services f/k/a the Health
Care Financing Administration, the Office of Inspector General, the Department
of Justice, and other agencies or departments of the United States concerning
the resolution of certain Claims asserted by such agencies against the Genesis
Debtors, in the form set forth in the Plan Supplement, is hereby made a part of
the Plan of Reorganization.
5.16. Settlement Between the Genesis Debtors and the Multicare
Debtors.
The settlement between Genesis and its direct and indirect
subsidiaries, on the one hand, and Multicare and its direct and indirect
subsidiaries, on the other hand, regarding any and all Claims against each other
shall be effectuated pursuant to the terms of that certain Settlement Agreement
among Genesis, Multicare, and their direct and indirect subsidiaries or
affiliates, in the form set forth in the Plan Supplement. The effect of the
settlement is that neither the Genesis Debtors nor the Multicare Debtors will
have claims against each other.
SECTION 6. DISTRIBUTIONS
6.1. Distribution Record Date.
As of the close of business on the Distribution Record Date, the
various transfer registers for each of the Classes of Claims or Equity Interests
as maintained by the Debtors, or their respective agents, shall be deemed
closed, and there shall be no further changes in the record holders of any of
the
23
Claims or Interests. The Debtors shall have no obligation to
recognize any transfer of the Claims or Equity Interests occurring on or after
the Distribution Record Date. The Debtors shall be entitled to recognize and
deal for all purposes hereunder only with those record holders stated on the
transfer ledgers as of the close of business on the Distribution Record Date, to
the extent applicable.
6.2. Date of Distributions.
Unless otherwise provided herein, any distributions and deliveries
to be made hereunder shall be made on the Effective Date or as soon thereafter
as is practicable. In the event that any payment or act under the Plan of
Reorganization is required to be made or performed on a date that is not a
Business Day, then the making of such payment or the performance of such act may
be completed on or as soon as reasonably practicable after the next succeeding
Business Day, but shall be deemed to have been completed as of the required
date.
6.3. Distributions to Classes G2, G4, G5, M2, M4, and M5.
On the Effective Date, the Disbursing Agent shall distribute
the New Senior Notes, the New Convertible Preferred Stock, the New Common Stock,
and any Cash allocable to Classes G2 and M2 to the individual holders of the
Genesis Senior Lender Claims and Multicare Senior Lender Claims in such
denominations and registered in the names of the holders as Mellon Bank, N.A.
shall have directed in writing. On the Effective Date, the Disbursing Agent
shall distribute the New Common Stock and the New Warrants to holders of Allowed
Claims in Classes G4, G5, M4, and M5. For the purpose of calculating the amount
of New Common Stock and New Warrants to be distributed to holders of Allowed
Claims in Classes G4, G5, M4, and M5 on the Effective Date, all Disputed Claims
in such Classes will be treated as though such Claims will be Allowed Claims in
the amounts asserted, Allowed pursuant to Section 6.12 hereof, or as estimated
by the Bankruptcy Court, as applicable. On the Final Distribution Date, each
holder of an Allowed Claim in Classes G4, G5, M4, and M5 shall receive a
Catch-up Distribution of New Common Stock and/or New Warrants, as applicable.
After the Effective Date but prior to the Final Distribution Date, the
Reorganized Debtors, in their sole discretion, may direct the Disbursing Agent
to distribute shares of New Common Stock and/or New Warrants, as applicable, to
a holder of a Disputed Claim in Class G4 or M4 which becomes an Allowed Claim
after the Effective Date such that the holder of such Claim receives the same
shares of New Common Stock and/or New Warrants, as applicable, that such holder
would have received had its Claim been an Allowed Claim in such amount on the
Effective Date.
6.4. Disbursing Agent.
All distributions under the Plan of Reorganization (other than
distributions described in the next sentences) shall be made by the applicable
Debtor as Disbursing Agent or such other entity designated by the applicable
Debtor as a Disbursing Agent on or after the Effective Date. Each Indenture
Trustee shall be the Disbursing Agent for its respective noteholders in Classes
G5 and M5, and The Bank of New York, as indenture trustee in relation to Tyler
County West Virginia Taxable Refunding Revenue Bonds (Care Haven Associates
Limited Partnership Project) Series 1994B and Series 1995 (the "Care Haven
Indenture Trustee") for its respective bondholders in Subclass M1-2. All
distributions to the creditors of each of the Multicare Debtors under the Plan
of Merger shall be made by Multicare Acquisition Corporation as Disbursing Agent
or such other entity designated by Multicare Acquisition Corporation as a
Disbursing Agent on or after the Effective Date. A Disbursing Agent shall not be
required to give any bond or surety or other security for the performance of its
duties unless otherwise ordered by the Bankruptcy Court, and, in the event that
a Disbursing Agent is so otherwise ordered, all costs and expenses of procuring
any such bond or surety shall be borne by the applicable Debtor.
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6.5. Rights and Powers of Disbursing Agent.
(a) Powers of the Disbursing Agent. The Disbursing Agent shall be
empowered to (i) effect all actions and execute all agreements, instruments, and
other documents necessary to perform its duties under the Plan of
Reorganization, (ii) make all distributions contemplated hereby, (iii) employ
professionals to represent it with respect to its responsibilities, and (iv)
exercise such other powers as may be vested in the Disbursing Agent by order of
the Bankruptcy Court, pursuant to the Plan of Reorganization, or as deemed by
the Disbursing Agent to be necessary and proper to implement the provisions
hereof.
(b) Expenses Incurred on or After the Effective Date. Except as
otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees and
expenses incurred by the Disbursing Agent on or after the Effective Date
(including, without limitation, taxes) and any reasonable compensation and
expense reimbursement claims (including, without limitation, reasonable
attorneys' fees and expenses) made by the Disbursing Agent shall be paid in Cash
by the Reorganized Debtors.
6.6. Surrender of Instruments.
As a condition to receiving any distribution under the Plan of
Reorganization, each holder of a certificated instrument or note must surrender
such instrument or note held by it to the Disbursing Agent or its designee,
unless such certificated instrument or note is being reinstated or being left
unimpaired under the Plan of Reorganization. Any holder of such instrument or
note that fails to (i) surrender such instrument or note, or (ii) execute and
deliver an affidavit of loss and/or indemnity reasonably satisfactory to the
Disbursing Agent and furnish a bond in form, substance, and amount reasonably
satisfactory to the Disbursing Agent before the first anniversary of the
Effective Date shall be deemed to have forfeited all rights and Claims and may
not participate in any distribution under the Plan of Reorganization. Any
distribution so forfeited shall become property of Reorganized Genesis.
6.7. Delivery of Distributions.
Subject to Bankruptcy Rule 9010, all distributions to any holder of
an Allowed Claim except the holders of an Allowed Senior Lender Claim, shall be
made at the address of such holder as set forth on the Schedules filed with the
Bankruptcy Court or on the books and records of the Debtors or their agents or
in a letter of transmittal unless the Debtors have been notified in writing of a
change of address, including, without limitation, by the filing of a proof of
claim or interest by such holder that contains an address for such holder
different from the address reflected on such Schedules for such holder. All
distributions to any holder of an Allowed Senior Lender Claim shall be made to
Mellon Bank N.A., as administrative agent under the Genesis Senior Lender
Agreements and the Multicare Senior Lender Agreements. Any distribution of New
Common Stock or New Warrants to any of the Indenture Trustees shall be deemed a
distribution to the respective holder of a Genesis Senior Subordinated Note
Claim or Multicare Senior Subordinated Note Claim. In the event that any
distribution to any holder is returned as undeliverable, the Disbursing Agent
shall use reasonable efforts to determine the current address of such holder,
but no distribution to such holder shall be made unless and until the Disbursing
Agent has determined the then current address of such holder, at which time such
distribution shall be made to such holder without interest; provided that such
distributions shall be deemed unclaimed property under section 347(b) of the
Bankruptcy Code at the expiration of one year from the Effective Date. After
such date, all unclaimed property or interest in property shall revert to
Reorganized Genesis, and the Claim of any other holder to such property or
interest in property shall be discharged and forever barred.
25
6.8. Manner of Payment Under Plan of Reorganization.
(a) All distributions of Cash, New Senior Notes, New Convertible
Preferred Stock, New Common Stock, and New Warrants to the creditors of each of
the Genesis Debtors under the Plan of Reorganization shall be made by, or on
behalf of, the applicable Reorganized Debtor. Where the applicable Reorganized
Debtor is a subsidiary of Reorganized Genesis, Reorganized Genesis shall make a
capital contribution, either directly or indirectly, to the applicable
Reorganized Debtor equal to the amount distributed, but only at such time as,
and to the extent, the amounts are actually distributed to holders of Allowed
Claims. All distributions under the Plan of Reorganization of New Senior Notes
to the creditors of the Genesis Debtors shall be made by, or on behalf of,
Reorganized Genesis. To the extent that New Senior Notes are issued by
Reorganized Genesis to creditors of a Reorganized Debtor that is a subsidiary of
Reorganized Genesis, the portion of the Claims for which such New Senior Notes
are issued shall be treated as acquired by Reorganized Genesis. Immediately
thereafter, and pursuant hereto, Reorganized Genesis shall make a capital
contribution, either directly or indirectly, to any applicable Reorganized
Debtor, and such Claim shall be immediately cancelled and discharged. Any
distributions that revert to any of the Reorganized Debtors or are otherwise
canceled (such as to the extent any distributions have not been claimed within
one year or are canceled pursuant to Section 6.6 hereof) shall revest solely in
Reorganized Genesis, and any applicable Reorganized Debtor (other than
Reorganized Genesis) shall not have (nor shall it be considered to ever have
had) any ownership interest in the amounts distributed.
(b) Subject to Section 4.13 hereof, the distribution of New
Multicare Stock to the creditors of each of the Multicare Debtors immediately
prior to the merger of Multicare Acquisition Corporation (a newly-formed, second
tier subsidiary of Genesis) into Multicare shall be made by, or on behalf of,
the applicable Multicare Debtor. Where the applicable Multicare Debtor is a
subsidiary of Multicare, Multicare shall make a capital contribution, either
directly or indirectly, to the applicable Multicare Debtor equal to the amount
of New Multicare Stock distributed to the creditors of the Multicare Debtors.
(c) All distributions of Cash, New Senior Notes, New Convertible
Preferred Stock, New Common Stock, and New Warrants to the creditors of each of
the Multicare Debtors under the Plan of Merger shall be made by, or on behalf
of, Multicare Acquisition Corporation. Reorganized Genesis shall make a capital
contribution to the intermediate corporate parent of Multicare Acquisition
Corporation, which in turn shall make a capital contribution to Multicare
Acquisition Corporation, equal to the amount distributed, with such
contributions occurring only at such time as, and to the extent, the amounts are
actually distributed to holders of Allowed Claims. All distributions under the
Plan of New Senior Notes to the creditors of the Multicare Debtors shall be made
by, or on behalf of, Reorganized Genesis. To the extent that the acquisition of
the New Multicare Stock pursuant to the Plan of Reorganization and the Plan of
Merger is in exchange for the New Senior Notes, such stock shall be treated as
acquired by Reorganized Genesis. Immediately thereafter, and pursuant hereto,
Reorganized Genesis shall contribute such stock to the intermediate corporate
parent of Multicare Acquisition Corporation. Any distributions that revert to
the Reorganized Debtors or are otherwise canceled (such as to the extent any
distributions have not been claimed within one year or are canceled pursuant to
Section 6.6 hereof) shall revest solely in Reorganized Genesis, and no
Reorganized Debtor (other than Reorganized Genesis) shall have (or shall be
considered to ever have had) any ownership interest in the amounts distributed.
(d) At the option of the Debtors, any Cash payment to be made
hereunder may be made by a check or wire transfer or as otherwise required or
provided in applicable agreements.
26
6.9. Fractional Shares and Fractional Warrants.
No fractional shares of New Common Stock or New Convertible
Preferred Stock, or fractional New Warrants or Cash in lieu thereof, shall be
distributed. For purposes of distribution, fractional shares of New Common Stock
or New Convertible Preferred Stock, or fractional New Warrants, shall be rounded
down to the next whole number or zero, as applicable.
6.10. Setoffs.
Except with respect to the Genesis Senior Lender Claims and the
Multicare Senior Lender Claims, the Debtors may, but shall not be required to,
set off against any Claim (for purposes of determining the Allowed amount of
such Claim on which distribution shall be made), any claims of any nature
whatsoever that the Debtors may have against the holder of such Claim, but
neither the failure to do so nor the allowance of any Claim hereunder shall
constitute a waiver or release by the Debtors of any such claim the Debtors may
have against the holder of such Claim.
6.11. Allocation of Plan Distribution Between Principal and
Interest.
All distributions in respect of any Claim shall be allocated first
to the principal amount of such Claim, as determined for federal income tax
purposes, and thereafter, to the remaining portion of such Claim, if any.
6.12. Allowance of Claims in Classes G2, G5, M2, and M5.
The aggregate Claims in Classes G2, G5, M2, and M5 shall be deemed
Allowed in the amounts of $1,193,460,000 (excluding postpetition interest and
before giving effect to postpetition payments), $387,425,000, $443,400,000
(excluding postpetition interest), and $257,817,000, respectively. The Claims in
Class G5 shall be deemed Allowed in the following amounts for each issue of
senior subordinated notes: (i) 9-3/4% Senior Subordinated Notes due 2005:
$126,077,500; (ii) 9-1/4% Senior Subordinated Notes due 2006: $133,414,931;
(iii) 9-7/8% Senior Subordinated Notes due 2009: $126,303,247; and (iv) 9-3/8%
Senior Subordinated Notes due 2005: $1,629,313.
SECTION 7. PROCEDURES FOR DISPUTED CLAIMS
7.1. Objections to Claims.
The Reorganized Debtors shall be entitled to object to Claims. Any
objections to Claims shall be served and filed on or before the later of (i) one
hundred twenty (120) days after the Effective Date, and (ii) such date as may be
fixed by the Bankruptcy Court, whether fixed before or after the date specified
in clause (i) above.
7.2. Payments and Distributions with Respect to Disputed Claims.
(a) General. Notwithstanding any other provision hereof, if any
portion of a Claim is a Disputed Claim, no payment or distribution provided
hereunder shall be made on account of such Claim unless and until such Disputed
Claim becomes an Allowed Claim.
(b) Tort Claims. All Tort Claims shall be deemed Disputed Claims
unless and until they are liquidated. Any Tort Claim which has not been
liquidated prior to the date of this Plan and as to which a proof of claim was
timely filed in the Reorganization Cases shall be determined and liquidated in
accordance with an alternative dispute resolution procedure or if the claimant
pursuing the Tort Claim has
27
received relief from the automatic stay (through such alternative dispute
resolution procedure or otherwise), the Tort Claim shall be determined and
liquidated in the administrative or judicial tribunal in which it is pending on
the Confirmation Date or in any administrative or judicial tribunal of
appropriate jurisdiction. Any Tort Claim determined and liquidated (i) pursuant
to a judgment obtained in accordance with this Section and applicable
nonbankruptcy law which is no longer appealable or subject to review, or (ii) in
the alternative dispute resolution or similar proceeding approved by order of
the Bankruptcy Court shall be deemed, to the extent applicable, an Allowed Claim
in Class G4 or Class M4, as applicable, in such liquidated amount (provided that
for Insured Claims, such amount shall not exceed the liquidated amount of the
Claim less the amount paid by the insurer) and treated in accordance with
Sections 4.4 and 4.15 hereof. Nothing contained in this Section shall constitute
or be deemed a waiver of any Claim, right, or cause of action that the Debtors
may have against any person in connection with or arising out of any Tort Claim,
including, without limitation, any rights under section 157(b) of title 28 of
the United States Code.
7.3. Distributions After Allowance.
After such time as a Disputed Claim becomes, in whole or in part, an
Allowed Claim, the Reorganized Debtors shall distribute to the holder thereof
the distributions, if any, to which such holder is then entitled under the Plan
of Reorganization. Such Cash distributions shall be made as soon as practicable
after the date that the order or judgment of the Bankruptcy Court allowing such
Disputed Claim (or portion thereof) becomes a Final Order, but in no event more
than thirty (30) days thereafter. Shares of New Common Stock or New Warrants
distributable to the holder of a Disputed Claim which becomes an Allowed Claim
(in whole or in part) as a result of the entry of an order or judgment of the
Bankruptcy Court allowing such Disputed Claim (or portion thereof) shall be made
in accordance with Section 6.3 hereof.
7.4. Estimation of Claims.
The Reorganized Debtors may at any time request that the Bankruptcy
Court estimate any contingent, unliquidated, or Disputed Claim pursuant to
section 502(c) of the Bankruptcy Code regardless of whether the Debtor
previously objected to such Claim or whether the Bankruptcy Court has ruled on
any such objection, and the Bankruptcy Court will retain jurisdiction to
estimate any Claim at any time during litigation concerning any objection to any
Claim, including, without limitation, during the pendency of any appeal relating
to any such objection. In the event that the Bankruptcy Court estimates any
contingent, unliquidated, or Disputed Claim, the amount so estimated shall
constitute either the allowed amount of such Claim or a maximum limitation on
such Claim, as determined by the Bankruptcy Court. If the estimated amount
constitutes a maximum limitation on the amount of such Claim, the Reorganized
Debtors may pursue supplementary proceedings to object to the allowance of such
Claim. All of the aforementioned objection, estimation, and resolution
procedures are intended to be cumulative and not exclusive of one another.
Claims may be estimated and subsequently compromised, settled, withdrawn, or
resolved by any mechanism approved by the Bankruptcy Court.
7.5. Interest and Dividends.
To the extent that a Disputed Claim becomes an Allowed Claim after
the Effective Date and is entitled to a Cash distribution under the Plan of
Reorganization, the holder of such Claim shall be entitled to a Cash
distribution plus interest thereon, calculated at the average rate received by
the Debtors in their deposit accounts, from the Effective Date to the date of
distribution. In the event that dividend distributions have been made with
respect to the New Common Stock distributable to a holder of a Disputed Claim
that later becomes Allowed, such holder shall be entitled to receive such
previously distributed dividends without any interest with respect thereto.
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SECTION 8. EXECUTORY CONTRACTS AND UNEXPIRED LEASES
8.1. General Treatment.
All executory contracts and unexpired leases to which any of the
Debtors are parties are hereby assumed, including the bonds executed by Liberty
Bond Services on behalf of the Debtors, except for an executory contract or
unexpired lease that (i) has been assumed or rejected pursuant to Final Order of
the Bankruptcy Court, (ii) is specifically designated as a contract or lease to
be rejected on the Schedule of Rejected Contracts attached hereto, (iii) is the
subject of a separate motion to assume or reject filed under section 365 of the
Bankruptcy Code by the Genesis Debtors or Multicare Debtors prior to the
Confirmation Date, or (iv) is an option or warrant to purchase common stock of
any of the Debtors or right to convert any Equity Interest into common stock of
any of the Debtors to the extent such option, warrant, or conversion right is
determined not to be an Equity Interest.
8.2. Cure of Defaults.
Except to the extent that different treatment has been agreed to by
the nondebtor party or parties to any executory contract or unexpired lease to
be assumed pursuant to Section 8.1 hereof, the Debtors shall, pursuant to the
provisions of sections 1123(a)(5)(G) and 1123(b)(2) of the Bankruptcy Code and
consistent with the requirements of section 365 of the Bankruptcy Code, within
thirty (30) days of the Confirmation Date, file and serve a pleading with the
Bankruptcy Court listing the cure amounts of all executory contracts or
unexpired leases to be assumed. The parties to such executory contracts or
unexpired leases to be assumed by the Debtors shall have fifteen (15) days from
service to object to the cure amounts listed by the Debtors. If there are any
objections filed, the Bankruptcy Court shall hold a hearing. The Debtors shall
retain their right to reject any of their executory contracts or unexpired
leases, including contracts or leases that are subject to a dispute concerning
amounts necessary to cure any defaults.
8.3. Rejection Claims.
In the event that the rejection of an executory contract or
unexpired lease by any of the Debtors pursuant to the Plan of Reorganization
results in damages to the other party or parties to such contract or lease, a
Claim for such damages, if not heretofore evidenced by a filed proof of claim,
shall be forever barred and shall not be enforceable against the Debtors, or
their respective properties or interests in property as agents, successors, or
assigns, unless a proof of claim is filed with the Bankruptcy Court and served
upon counsel for the Debtors on or before the date that is thirty (30) days
after the Confirmation Date or such later rejection date that occurs as a result
of a dispute concerning amounts necessary to cure any defaults.
8.4. Senior Executives of Reorganized Genesis.
Reorganized Genesis shall enter into long-term employment agreements
with Michael R. Walker, Richard R. Howard, David C. Barr, and George V. Hager,
Jr. in the form set forth in the Plan Supplement.
8.5. Survival of the Debtors' Corporate Indemnities.
Any obligations of the Debtors pursuant to their corporate charters
and bylaws or agreements entered into any time prior to the Effective Date, to
indemnify current directors, officers, agents, and/or employees with respect to
all present and future actions, suits, and proceedings against the Debtors or
such directors, officers, agents, and/or employees, based upon any act or
omission for or on
29
behalf of the Debtors shall not be discharged or impaired by confirmation of the
Plan of Reorganization. Such obligations shall be deemed and treated as
executory contracts to be assumed by the Debtors pursuant to the Plan of
Reorganization, and shall continue as obligations of the Reorganized Debtors.
SECTION 9. CONDITION PRECEDENT TO THE EFFECTIVE DATE
The occurrence of the Effective Date of the Plan of Reorganization
is subject to satisfaction of the condition precedent that the Reorganized
Debtors shall enter into the new financing arrangements referred to in Section
5.4 hereof for purposes of funding obligations under the Plan of Reorganization
and providing for working capital requirements and all of the conditions
precedent to the initial extensions of credit thereunder shall be satisfied.
SECTION 10. EFFECT OF CONFIRMATION
10.1. Vesting of Assets.
Upon the Effective Date, pursuant to sections 1141(b) and (c) of the
Bankruptcy Code, all property of the Debtors' bankruptcy estates shall vest in
the Reorganized Debtors free and clear of all Claims, liens, encumbrances,
charges, and other interests, except as provided herein. The Reorganized Debtors
may operate their businesses and may use, acquire, and dispose of property free
of any restrictions of the Bankruptcy Code or the Bankruptcy Rules and in all
respects as if there were no pending cases under any chapter or provision of the
Bankruptcy Code, except as provided herein.
10.2. Discharge of Claims and Termination of Equity Interests.
Except as otherwise provided herein or in the Confirmation Order,
the rights afforded in the Plan of Reorganization and the payments and
distributions to be made hereunder shall discharge all existing debts and
Claims, and terminate all Equity Interests, of any kind, nature, or description
whatsoever against or in the Debtors or any of their assets or properties to the
fullest extent permitted by section 1141 of the Bankruptcy Code. Except as
provided in the Plan of Reorganization, upon the Effective Date, all existing
Claims against the Debtors and Equity Interests in the Debtors, shall be, and
shall be deemed to be, discharged and terminated, and all holders of Claims and
Equity Interests shall be precluded and enjoined from asserting against the
Reorganized Debtors, or any of their assets or properties, any other or further
Claim or Equity Interest based upon any act or omission, transaction, or other
activity of any kind or nature that occurred prior to the Effective Date,
whether or not such holder has filed a proof of claim or proof of equity
interest. Notwithstanding any provision of the Plan to the contrary, any valid
setoff or recoupment rights held against any of the Debtors, including any such
rights that HCR Manor Care, Inc., Manor Care, Inc., and/or ManorCare Health
Services, Inc. may have in connection with the pending prepetition litigation
actions described in section V.D of the disclosure statement for the Plan, shall
not be affected by the Plan and shall be expressly preserved in the Confirmation
Order.
10.3. Discharge of Debtors.
Upon the Effective Date and in consideration of the distributions to
be made hereunder, except as otherwise expressly provided herein, each holder
(as well as any trustees and agents on behalf of each holder) of a Claim or
Equity Interest and any affiliate of such holder shall be deemed to have forever
waived, released, and discharged the Debtors, to the fullest extent permitted by
section 1141 of the Bankruptcy Code, of and from any and all Claims, Equity
Interests, rights, and liabilities that arose prior to the Effective Date. Upon
the Effective Date, all such persons shall be forever precluded and enjoined,
pursuant to section 524 of the Bankruptcy Code, from prosecuting or asserting
any such
30
discharged Claim against or terminated Equity Interest in the Debtors.
Notwithstanding any provision of the Plan to the contrary, any valid setoff or
recoupment rights held against any of the Debtors, including any such rights
that HCR Manor Care, Inc., Manor Care, Inc., and/or ManorCare Health Services,
Inc. may have in connection with the pending prepetition litigation actions
described in section V.D of the disclosure statement for the Plan, shall not be
affected by the Plan and shall be expressly preserved in the Confirmation Order.
10.4. Term of Injunctions or Stays.
Unless otherwise provided, all injunctions or stays arising under or
entered during the Reorganization Cases under section 105 or 362 of the
Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall
remain in full force and effect until the later of the Effective Date and the
date indicated in such order.
10.5. Injunction Against Interference With Plan.
Upon the entry of a Confirmation Order with respect to the Plan of
Reorganization, all holders of Claims and Equity Interests and other parties in
interest, along with their respective present or former employees, agents,
officers, directors, or principals, shall be enjoined from taking any actions to
interfere with the implementation or consummation of the Plan of Reorganization.
10.6. Exculpation.
Neither the Debtors, any Disbursing Agent, the respective statutory
committees of unsecured creditors appointed pursuant to section 1102 of the
Bankruptcy Code in the Genesis Reorganization Cases and the Multicare
Reorganization Cases, Mellon Bank, N.A., as administrative agent under, and any
lender under, the Genesis Senior Lender Agreements, the Multicare Senior Lender
Agreements, and the Revolving Credit and Guaranty Agreements described in
Section 2.4 hereof, nor any of their respective members, officers, directors,
employees, agents, or professionals shall have or incur any liability to any
holder of any Claim or Equity Interest for any act or omission in connection
with, or arising out of, the Reorganization Cases, the confirmation of the Plan
of Reorganization, the consummation of the Plan of Reorganization, or the
administration of the Plan of Reorganization or property to be distributed under
the Plan of Reorganization, except for willful misconduct or gross negligence.
10.7. Retention of Causes of Action/Reservation of Rights.
(a) Nothing contained in the Plan of Reorganization or the
Confirmation Order shall be deemed to be a waiver or the relinquishment of any
rights or causes of action that the Debtors or the Reorganized Debtors may have
or which the Reorganized Debtors may choose to assert on behalf of their
respective estates under any provision of the Bankruptcy Code or any applicable
nonbankruptcy law, including, without limitation, (i) any and all Claims against
any person or entity, to the extent such person or entity asserts a crossclaim,
counterclaim, and/or Claim for setoff which seeks affirmative relief against the
Debtors, the Reorganized Debtors, their officers, directors, or representatives,
and (ii) the turnover of any property of the Debtors' estates; provided,
however, that this Section does not apply with respect to the settlement
agreements described in Sections 5.15 and 5.16 hereof. Notwithstanding the
foregoing, the Debtors and the Reorganized Debtors waive all avoidance actions,
except as set forth in the Plan Supplement.
(b) Nothing contained in the Plan of Reorganization or the
Confirmation Order shall be deemed to be a waiver or relinquishment of any
claim, cause of action, right of setoff, or other legal or
31
equitable defense which the Debtors had immediately prior to the Commencement
Date, against or with respect to any Claim left unimpaired by the Plan of
Reorganization. The Reorganized Debtors shall have, retain, reserve, and be
entitled to assert all such claims, causes of action, rights of setoff, and
other legal or equitable defenses which they had immediately prior to the
Commencement Date fully as if the Reorganization Cases had not been commenced,
and all of the Reorganized Debtors' legal and equitable rights respecting any
Claim left unimpaired by the Plan of Reorganization may be asserted after the
Confirmation Date to the same extent as if the Reorganization Cases had not been
commenced.
SECTION 11. RETENTION OF JURISDICTION
On and after the Effective Date, the Bankruptcy Court shall retain
jurisdiction over all matters arising in, arising under, and related to the
Reorganization Cases for, among other things, the following purposes:
(a) To hear and determine applications for the
assumption or rejection of executory contracts or unexpired leases
and the allowance of Claims resulting therefrom.
(b) To determine any motion, adversary proceeding,
application, contested matter, and other litigated matter pending on
or commenced after the Confirmation Date.
(c) To ensure that distributions to holders of Allowed
Claims are accomplished as provided herein.
(d) To consider Claims or the allowance, classification,
priority, compromise, estimation, or payment of any Claim,
Administrative Claim, or Equity Interest.
(e) To enter, implement, or enforce such orders as may
be appropriate in the event the Confirmation Order is for any reason
stayed, reversed, revoked, modified, or vacated.
(f) To issue injunctions, enter and implement other
orders, and take such other actions as may be necessary or
appropriate to restrain interference by any person with the
consummation, implementation, or enforcement of the Plan of
Reorganization, the Confirmation Order, or any other order of the
Bankruptcy Court.
(g) To hear and determine any application to modify the
Plan of Reorganization in accordance with section 1127 of the
Bankruptcy Code, to remedy any defect or omission or reconcile any
inconsistency in the Plan of Reorganization, the disclosure
statement for the Plan or Reorganization, or any order of the
Bankruptcy Court, including the Confirmation Order, in such a manner
as may be necessary to carry out the purposes and effects thereof.
(h) To hear and determine all applications under
sections 330, 331, and 503(b) of the Bankruptcy Code for awards of
compensation for services rendered and reimbursement of expenses
incurred prior to the Confirmation Date.
(i) To hear and determine disputes arising in connection
with the interpretation, implementation, or enforcement of the Plan
of Reorganization, the Confirmation Order, any transactions or
payments contemplated hereby, or any agreement, instrument, or other
document governing or relating to any of the foregoing.
32
(j) To take any action and issue such orders as may be
necessary to construe, enforce, implement, execute, and consummate
the Plan of Reorganization or to maintain the integrity of the Plan
of Reorganization following consummation.
(k) To hear any disputes arising out of, and to enforce,
the order approving alternative dispute resolution procedures to
resolve personal injury, employment litigation, and similar claims
pursuant to section 105(a) of the Bankruptcy Code.
(l) To determine such other matters and for such other
purposes as may be provided in the Confirmation Order.
(m) To hear and determine matters concerning state,
local, and federal taxes in accordance with sections 346, 505, and
1146 of the Bankruptcy Code.
(n) To hear and determine any other matters related
hereto and not inconsistent with the Bankruptcy Code and title 28 of
the United States Code.
(o) To enter a final decree closing the Reorganization
Cases.
(p) To recover all assets of the Debtors and property of
the Debtors' estates, wherever located.
SECTION 12. MISCELLANEOUS PROVISIONS
12.1. Payment of Statutory Fees.
On the Effective Date, and thereafter as may be required, the
Debtors shall pay all fees payable pursuant to section 1930 of chapter 123 of
title 28 of the United States Code.
12.2. Retiree Benefits.
On and after the Effective Date, pursuant to section 1129(a)(13) of
the Bankruptcy Code, the Reorganized Debtors shall continue to pay all retiree
benefits of the Debtors (within the meaning of section 1114 of the Bankruptcy
Code), at the level established in accordance with section 1114 of the
Bankruptcy Code, at any time prior to the Confirmation Date, for the duration of
the period for which the Debtors had obligated themselves to provide such
benefits.
12.3. Dissolution of Statutory Committees of Unsecured Creditors.
The respective statutory committees of unsecured creditors appointed
pursuant to section 1102 of the Bankruptcy Code in the Genesis Reorganization
Cases and the Multicare Reorganization Cases shall dissolve on the Effective
Date, except that such statutory committees shall have the right to review and
object to any applications for compensation and reimbursement of expenses filed
in accordance with Section 2.2 hereof.
12.4. Substantial Consummation.
On the Effective Date, the Plan of Reorganization shall be deemed to
be substantially consummated under sections 1101 and 1127(b) of the Bankruptcy
Code.
33
12.5. Amendments.
(a) Plan of Reorganization Modifications. The Plan of Reorganization
may be amended, modified, or supplemented by the Debtors or the Reorganized
Debtors in the manner provided for by section 1127 of the Bankruptcy Code or as
otherwise permitted by law without additional disclosure pursuant to section
1125 of the Bankruptcy Code, with the prior written consent of Mellon Bank,
N.A., as administrative agent under the Genesis Senior Lender Agreements, the
Multicare Senior Lender Agreements, and the Revolving Credit and Guaranty
Agreements described in Section 2.4 hereof and the respective statutory
committee of unsecured creditors appointed in the Genesis Reorganization Cases
and Multicare Reorganization Cases, to the extent that such amendment,
modification, or supplement would adversely and materially affect the treatment
of the Senior Lender Claims, the Genesis General Unsecured Claims, and the
Multicare General Unsecured Claims, respectively, except as the Bankruptcy Court
may otherwise direct. In addition, after the Confirmation Date, so long as such
action does not materially adversely affect the treatment of holders of Claims
or Equity Interests under the Plan of Reorganization, the Debtors may institute
proceedings in the Bankruptcy Court to remedy any defect or omission or
reconcile any inconsistencies in the Plan of Reorganization or the Confirmation
Order, with respect to such matters as may be necessary to carry out the
purposes and effects of the Plan of Reorganization.
(b) Other Amendments. Prior to the Effective Date the Debtors may
make appropriate technical adjustments and modifications to the Plan of
Reorganization without further order or approval of the Bankruptcy Court,
provided that such technical adjustments and modifications do not adversely
affect in a material way the treatment of holders of Claims or Equity Interests.
12.6. Revocation or Withdrawal of the Plan.
The Debtors reserve the right to revoke or withdraw the Plan prior
to the Effective Date. If the Debtors take such action, the Plan of
Reorganization shall be deemed null and void.
12.7. Severability.
If, prior to the entry of the Confirmation Order, any term or
provision of the Plan of Reorganization is held by the Bankruptcy Court to be
invalid, void, or unenforceable, the Bankruptcy Court, at the request of the
Debtors, shall have the power to alter and interpret such term or provision to
make it valid or enforceable to the maximum extent practicable, consistent with
the original purpose of the term or provision held to be invalid, void, or
unenforceable, and such term or provision shall then be applicable as altered or
interpreted. Notwithstanding any such holding, alteration, or interpretation,
the remainder of the terms and provisions of the Plan of Reorganization will
remain in full force and effect and will in no way be affected, impaired, or
invalidated by such holding, alteration, or interpretation. The Confirmation
Order shall constitute a judicial determination and shall provide that each term
and provision of the Plan or Reorganization, as it may have been altered or
interpreted in accordance with the foregoing, is valid and enforceable pursuant
to its terms.
12.8. Governing Law.
Except to the extent that the Bankruptcy Code or other federal law
is applicable, or to the extent an Exhibit hereto or a schedule in the Plan
Supplement provides otherwise, the rights, duties, and obligations arising under
the Plan of Reorganization shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without giving effect to the
principles of conflict of laws thereof.
34
12.9. Time.
In computing any period of time prescribed or allowed by the Plan of
Reorganization, unless otherwise set forth herein or determined by the
Bankruptcy Court, the provisions of Bankruptcy Rule 9006 shall apply.
12.10. Notices.
All notices, requests, and demands to or upon the Debtors to be
effective shall be in writing (including by facsimile transmission) and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or
made when actually delivered or, in the case of notice by facsimile
transmission, when received and telephonically confirmed, addressed as follows:
Genesis Health Ventures, Inc.
101 East State Street
Kennett Square, Pennsylvania 19348
Attn: James J. Wankmiller, Esq.
Corporate Secretary and General Counsel
Telephone: (610) 444-6350
Telecopier: (610) 444-3365
- and -
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attn: Michael F. Walsh, Esq.
Gary T. Holtzer, Esq.
Telephone: (212) 310-8000
Telecopier: (212) 310-8007
- and -
Richards, Layton & Finger P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Attn: Mark D. Collins, Esq.
Telephone: (302) 658-6541
Telecopier: (302) 658-6548
- and -
The Multicare Companies, Inc.
101 East State Street
Kennett Square, Pennsylvania 19348
Attn: James J. Wankmiller, Esq.
Corporate Secretary and General Counsel
Telephone: (610) 444-6350
Telecopier: (610) 444-3365
35
- and -
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
Attn: Marc Abrams, Esq.
Paul V. Shalhoub, Esq.
Telephone: (212) 728-8000
Telecopier: (212) 728-8111
- and -
Young Conaway Stargatt & Taylor
11th Floor, Wilmington Trust Company
P.O. Box 391
Wilmington, Delaware 19899-0391
Attn: James J. Patton, Esq.
Robert S. Brady, Esq.
Telephone: (302) 571-6600
Telecopier: (302) 571-1253
Dated: Wilmington, Delaware
July 6, 2001
Respectfully submitted,
GENESIS HEALTH SERVICES CORPORATION
GENESIS HEALTH VENTURES, INC.
ACCUMED, INC.
ASCO HEALTHCARE, INC.
ASCO HEALTHCARE OF NEW ENGLAND, INC.
BRINTON MANOR, INC.
BURLINGTON WOODS CONVALESCENT CENTER, INC.
CARECARD, INC.
CAREFLEET, INC.
CHELTENHAM LTC MANAGEMENT, INC.
COMPASS HEALTH SERVICES, INC.
CONCORD HEALTHCARE CORPORATION
CONCORD PHARMACY SERVICES, INC.
CRESTVIEW CONVALESCENT HOME, INC.
CRESTVIEW NORTH, INC.
CRYSTAL CITY NURSING CENTER, INC.
DELCO APOTHECARY, INC.
DERBY NURSING CENTER CORPORATION
DIANE MORGAN AND ASSOCIATES, INC.
DOVER HEALTHCARE ASSOCIATES, INC.
EASTERN MEDICAL SUPPLIES, INC.
EASTERN REHAB SERVICES, INC.
EIDOS, INC.
36
ENCARE OF MASSACHUSETTS, INC.
GENESIS ELDERCARE ADULT DAY HEALTH SERVICES,
INC.
GENESIS ELDERCARE DIAGNOSTIC SERVICES, INC.
GENESIS ELDERCARE HOME CARE SERVICES, INC.
GENESIS ELDERCARE HOME HEALTH SERVICES-
SOUTHERN, INC.
GENESIS ELDERCARE HOSPITALITY SERVICES, INC.
GENESIS ELDERCARE MANAGEMENT SERVICES, INC.
GENESIS ELDERCARE NETWORK SERVICES, INC.
GENESIS ELDERCARE NATIONAL CENTERS, INC.
GENESIS ELDERCARE NETWORK SERVICES OF
MASSACHUSETTS, INC.
GENESIS ELDERCARE PHYSICIAN SERVICES, INC.
GENESIS ELDERCARE PROPERTIES, INC.
GENESIS ELDERCARE REHABILITATION
MANAGEMENT SERVICES, 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 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 HOLDINGS, INC.
GENESIS IMMEDIATE MED CENTER, INC.
GENESIS PROPERTIES OF DELAWARE CORPORATION
GENESIS SELECTCARE CORP.
GERIATRIC & MEDICAL COMPANIES, INC.
GERIATRIC AND MEDICAL SERVICES, INC.
GERIATRIC AND MEDICAL INVESTMENTS
CORPORATION
GERIMED CORP.
GMC LEASING CORPORATION
GMC MEDICAL CONSULTING SERVICES, INC.
GMS MANAGEMENT-TUCKER, INC.
GMS MANAGEMENT, INC.
37
GOVERNOR'S HOUSE NURSING HOME, INC.
HEALTH CONCEPTS AND SERVICES, INC
HEALTHCARE RESOURCES CORP.
HEALTHOBJECTS CORPORATION
HILLTOP HEALTH CARE CENTER, INC.
HORIZON MEDICAL EQUIPMENT AND SUPPLY, INC.
INNOVATIVE HEALTH CARE MARKETING, INC.
INNOVATIVE PHARMACY SERVICES, INC.
INSTITUTIONAL HEALTH CARE SERVICES, INC.
KEYSTONE NURSING HOME, INC.
KNOLLWOOD MANOR, INC.
KNOLLWOOD NURSING HOME, INC.
LIFE SUPPORT MEDICAL EQUIPMENT, INC.
LIFE SUPPORT MEDICAL, INC.
LINCOLN NURSING HOME, INC.
MANOR MANAGEMENT CORP. OF GEORGIAN MANOR,
INC.
MCKERLEY HEALTH CARE CENTERS, INC.
MEDICAL SERVICES GROUP, INC.
MERIDIAN HEALTH, INC.
MERIDIAN HEALTHCARE, INC.
METRO PHARMACEUTICALS, INC.
NATIONAL PHARMACY SERVICE, INC.
NEIGHBORCARE INFUSION SERVICES, INC.
NEIGHBORCARE-MEDISCO, INC.
NEIGHBORCARE OF NORTHERN CALIFORNIA, INC.
NEIGHBORCARE OF OKLAHOMA, INC.
NEIGHBORCARE OF VIRGINIA, INC.
NEIGHBORCARE OF WISCONSIN, INC.
NEIGHBORCARE PHARMACIES, INC.
NEIGHBORCARE PHARMACY SERVICES, INC.
NEIGHBORCARE-ORCA, INC.
NEIGHBORCARE-TCI, INC.
NETWORK AMBULANCE SERVICES, INC.
OAK HILL HEALTH CARE CENTER, INC.
PHARMACY EQUITIES, INC.
PHILADELPHIA AVENUE CORPORATION
PROFESSIONAL PHARMACY SERVICES, INC.
PROSPECT PARK LTC MANAGEMENT, INC.
STATE STREET ASSOCIATES, INC.
SUBURBAN MEDICAL SERVICES, INC.
THE TIDEWATER HEALTHCARE SHARED SERVICES
GROUP, INC.
THERAPY CARE, INC.
TRANSPORT SERVICES, INC.
UNITED HEALTH CARE SERVICES, INC.
VALLEY MEDICAL SERVICES, INC.
VALLEY TRANSPORT AMBULANCE SERVICE, INC.
VERSALINK, INC.
VILLAS REALTY & INVESTMENTS, INC.
WALNUT LTC MANAGEMENT, INC.
38
WAYSIDE NURSING HOME, INC.
WEISENFLUH AMBULANCE SERVICE, INC.
WEST PHILA. LTC MANAGEMENT, INC.
WYNCOTE HEALTHCARE CORP.
YORK LTC MANAGEMENT, INC.
BY: GENESIS HEALTH VENTURES, INC., as agent and attorney-in-fact
for each of the foregoing entities
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
ASCO HEALTHCARE OF NEW ENGLAND, LIMITED PARTNERSHIP
BY: ASCO HEALTHCARE OF NEW ENGLAND, INC., its
General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
BREVARD MERIDIAN LIMITED PARTNERSHIP
CATONSVILLE MERIDIAN LIMITED PARTNERSHIP
EASTON MERIDIAN LIMITED PARTNERSHIP
GREENSPRING MERIDIAN LIMITED PARTNERSHIP
HAMMONDS LANE MERIDIAN LIMITED PARTNERSHIP
MERIDIAN EDGEWOOD LIMITED PARTNERSHIP
MERIDIAN PERRING LIMITED PARTNERSHIP
MERIDIAN VALLEY LIMITED PARTNERSHIP MERIDIAN
VALLEY VIEW LIMITED PARTNERSHIP
MERIDIAN/CONSTELLATION LIMITED PARTNERSHIP
MILLVILLE MERIDIAN LIMITED PARTNERSHIP
BY: MERIDIAN HEALTHCARE, INC., as General Partner of
each of the foregoing limited partnerships
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
39
CARE4, L.P.
BY: INSTITUTIONAL HEALTH CARE SERVICES, INC., its
General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
EDELLA STREET ASSOCIATES
BY: GENESIS HEALTH VENTURES OF CLARK SUMMIT,
INC., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
GENESIS-GEORGETOWN SNF/JV, LIMITED LIABILITY
COMPANY
RESPIRATORY HEALTH SERVICES, L.L.C.
BY: GENESIS HEALTH VENTURES, INC., its Member
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
GENESIS ELDERCARE EMPLOYMENT SERVICES, LLC
BY: GENESIS ELDERCARE MANAGEMENT SERVICES,
INC., its Member
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
40
GENESIS HEALTH VENTURES OF WEST VIRGINIA,
LIMITED PARTNERSHIP
BY: GENESIS HEALTH VENTURES OF WEST VIRGINIA,
INC., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
GENESIS PROPERTIES LIMITED PARTNERSHIP
BY: GENESIS HEALTH VENTURES OF ARLINGTON,
INC., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
GENESIS PROPERTIES OF DELAWARE LTD.
PARTNERSHIP, L.P.
BY: GENESIS PROPERTIES OF DELAWARE
CORPORATION, its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
HALLMARK HEALTHCARE LIMITED PARTNERSHIP
BY: PHARMACY EQUITIES, INC., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
MAIN STREET PHARMACY, L.L.C.
BY: PROFESSIONAL PHARMACY SERVICES, INC., its
Member
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
41
MCKERLEY HEALTH CARE CENTER-CONCORD LIMITED
PARTNERSHIP
BY: MCKERLEY HEALTH CARE CENTER-CONCORD,
INC., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
MCKERLEY HEALTH FACILITIES
SEMINOLE MERIDIAN LIMITED PARTNERSHIP
VOLUSIA MERIDIAN LIMITED PARTNERSHIP
BY: MERIDIAN HEALTH, INC., as General Partner of each of
the foregoing Limited Partnerships
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
NORRISTOWN NURSING AND REHABILITATION CENTER ASSOCIATES, LIMITED
PARTNERSHIP
BY: GMC-LTC MANAGEMENT, INC., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
NORTH CAPE CONVALESCENT CENTER ASSOCIATES,
L. P.
NORTHWEST TOTAL CARE CENTER ASSOCIATES, L. P.
BY: GERIATRIC AND MEDICAL SERVICES, INC., as
General Partner for each of the foregoing Limited
Partnerships
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
42
PHILADELPHIA AVENUE ASSOCIATES
BY: PHILADELPHIA AVENUE CORPORATION, its General
Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
RIVER RIDGE PARTNERSHIP
RIVER STREET ASSOCIATES
BY: GENESIS HEALTH VENTURES OF WILKES-BARRE,
INC., as General Partner for each of the foregoing Limited
Partnerships
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
STATE STREET ASSOCIATES, L.P.
BY: STATE STREET ASSOCIATES, INC., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
THERAPY CARE SYSTEMS, LP
BY: GENESIS ELDERCARE REHABILITATION
SERVICES, INC., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
MULTICARE AMC, INC.
ADS PALM CHELMSFORD, INC.
ADS RESERVOIR WALTHAM, INC.
MARKGLEN, INC.
ACADEMY NURSING HOME, INC.
ADS CONSULTING, INC.
ADS HINGHAM ALF, INC.
ADS HOME HEALTH, INC.
ADS VILLAGE MANOR, INC.
43
ANR, INC.
APPLEWOOD HEALTH RESOURCES, INC.
ASL, INC.
AUTOMATED PROFESSIONAL ACCOUNTS, INC.
BERKS NURSING HOME, INC.
BETHEL HEALTH RESOURCES, INC.
BREYUT CONVALESCENT CENTER, INC.
BRIGHTWOOD PROPERTY, INC.
CENTURY CARE CONSTRUCTION, INC.
CENTURY CARE MANAGEMENT, INC.
CHEATEAU VILLAGE HEALTH RESOURCES, INC.
CHG INVESTMENT CORP., INC.
CHNR - 1, INC.
COLONIAL HALL HEALTH RESOURCES, INC.
COLONIAL HOUSE HEALTH RESOURCES, INC.
CONCORD CAMPANION CARE, INC.
CONCORD HEALTHCARE SERVICES, INC.
CONCORD HEALTH GROUP, INC.
CONCORD HOME HEALTH, INC.
CONCORD REHAB, INC.
CONCORD SERVICE CORPORATION
CVNR, INC.
DAWN VIEW MANOR, INC.
DELM NURSING, INC.
ELDERCARE RESOURCES CORP.
ELMWOOD HEALTH RESOURCES, INC.
ENCARE OF MENDHAM, INC.
ENCARE OF PENNYPACK, INC.
ENR, INC.
GENESIS ELDERCARE CORP.
GLENMARK ASSOCIATES - DAWN VIEW MANOR, INC.
GLENMARK PROPERTIES, INC.
GMA - BRIGHTWOOD, INC.
GMA - MADISON, INC.
GMA - CONSTRUCTION, INC.
GMA UNIONTOWN, INC.
HEALTH RESOURCES OF ACADEMY MANOR, INC.
HEALTH RESOURCES OF BOARDMAN, INC.
HEALTH RESOURCES OF BRIDGETON, 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 CRANBURY, INC.
HEALTH RESOURCES OF ENGLEWOOD, INC.
HEALTH RESOURCES OF EATONTOWN, INC.
HEALTH RESOURCES OF EWING, INC.
HEALTH RESOURCES OF FARMINGTON, INC.
HEALTH RESOURCES OF GARDNER, INC.
HEALTH RESOURCES OF GLASTONBURY, INC.
44
HEALTH RESOURCES OF JACKSON, INC.
HEALTH RESOURCES OF KARAMENTA AND MADISON, INC.
HEALTH RESOURCES OF LAKEVIEW, INC.
HEALTH RESOURCES OF LEMONT, INC.
HEALTH RESOURCES OF LYNN, INC.
HEALTH RESOURCES OF MARCELLA, INC.
HEALTH RESOURCES OF MONTCLAIR, INC.
HEALTH RESOURCES OF MORRISTOWN, INC.
HEALTH RESOURCES OF NORFOLK, INC
HEALTH RESOURCES OF NORTH ANDOVER, INC.
HEALTH RESOURCES OF NORWALK, INC.
HEALTH RESOURCES OF PENNINGTON, INC.
HEALTH RESOURCES OF RIDGEWOOD, INC.
HEALTH RESOURCES OF ROCKVILLE, INC.
HEALTH RESOURCES OF SOLOMONT/BROOKLINE, INC.
HEALTH RESOURCES OF SOUTH BRUNSWICK, INC.
HEALTH RESOURCES OF TROY HILL, INC.
HEALTH RESOURCES OF VOORHEES, INC.
HEALTH RESOURCES OF WESTWOOD, INC.
HEALTHCARE REHAB SYSTEMS, INC.
HELSTAT, INC.
HMNR REALTY, INC.
HNCA, INC.
HORIZON MOBILE, INC.
HORIZON REHABILITATION, INC.
SCHUYLKILL NURSING HOMES, INC.
SCHUYLKILL PARTNERSHIP ACQUISITION CORPORATION
SCOTCHWOOD MASS. HOLDING CO., INC.
SENIOR LIVING VENTURES, INC.
SENIOR SOURCE, INC.
SNOW VALLEY HEALTH RESOURCES, INC.
SVNR, INC.
THE ADS GROUP, INC.
RIDGELAND HEALTH RESOURCES, INC.
RIVER PINES HEALTH RESOURCES, INC.
RIVERSHORES HEALTH RESOURCES, INC.
RLNR, INC.
ROPHEL CONVALESCENT CENTER, INC.
ROSE HEALTHCARE, INC.
ROSE VIEW MANOR, INC.
ROXBOROUGH NURSING HOME, INC.
RSNR, INC.
LWNR, INC.
MABRI CONVALESCENT CENTER, INC.
MARSHFIELD HEALTH RESOURCES, INC.
MHNR, INC.
MNR, INC.
MONTGOMERY NURSING HOMES, INC.
MULTICARE HOME HEALTH OF ILLINOIS, INC.
NORTHWESTERN MANAGEMENT SERVICES, INC.
NURSING AND RETIREMENT CENTER OF THE ANDOVERS, INC.
45
ARACADIA ASSOCIATES
PHC OPERATING CORP.
POCOHANTAS CONTINUOUS CARE CENTER, INC.
POMPTON CARE, INC.
PRESCOTT NURSING HOME, INC.
PROGRESSIVE REHABILITATION CENTERS, INC.
PROVIDENCE FUNDING CORPORATION
PROVIDENCE HEALTH CARE, INC.
PROVIDENCE MEDICAL, INC.
REST HAVEN NURSING HOME, INC.
HR OF CHARLESTON, INC.
HRWV HUNTINGTON, INC.
LAKEWOOD HEALTH RESOURCES, INC.
LAUREL HEALTH RESOURCES, INC.
LEHIGH NURSING HOMES, INC.
LRC HOLDING COMPANY
S.T.B. INVESTORS, LTD.
THE ASSISTED LIVING ASSOCIATES OF BERKSHIRE, INC.
THE ASSISTED LIVING ASSOCIATES OF LEHIGH, INC.
THE ASSISTED LIVING ASSOCIATES OF SANATOGA, INC.
THE ASSISTED LIVING ASSOCIATES OF WALL, INC.
THE HOUSE OF CAMPBELL, INC.
TM ACQUISITION CORP.
TRI-STATE MOBILE MEDICAL SERVICES, INC.
WILLOW MANOR NURSING HOME, INC.
WESTFORD NURSING AND RETIREMENT CENTER, INC.
RVNR, INC.
HORIZON ASSOCIATES, INC.
HEALTH RESOURCES OF WARWICK, INC.
HEALTH RESOURCES OF WALLINGFORD, INC.
HEALTH RESOURCES OF MIDDLETOWN (RI), INC.
HEALTH RESOURCES OF GROTON, INC.
HEALTH RESOURCES OF CUMBERLAND, INC.
HEALTH RESOURCES OF ARCADIA, INC.
ENCARE OF WYNCOTE, INC.
ENCARE OF QUAKERTOWN, INC.
ADS SENIOR HOUSING, INC.
ADS RECUPERATIVE CENTER, INC.
ADS HINGHAM NURSING FACILITY, INC.
ADS APPLE VALLEY, INC.
ADS/MULTICARE, INC.
GLENMARK ASSOCIATES, INC.
GMA PARTNERSHIP HOLDING COMPANY, INC.
STAFFORD CONVALESCENT CENTER, INC.
46
THE MULTICARE COMPANIES, INC.
NORTH MADISON, INC.
BY: GENESIS ELDERCARE CORPORATION, as agent and attorney-in-
fact for each of the foregoing entities
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
CARE HAVEN ASSOCIATES LIMITED PARTNERSHIP
GLENMARK PROPERTIES I, LIMITED PARTNERSHIP
POINT PLEASANT HAVEN LIMITED PARTNERSHIP
RALEIGH MANOR LIMITED PARTNERSHIP
ROMNEY HEALTH CARE CENTER LTD. LIMITED PARTNERSHIP
SISTERVILLE HAVEN LIMITED PARTNERSHIP
TEAYS VALLEY HAVEN LIMITED PARTNERSHIP
BY: GLENMARK ASSOCIATES, INC., as General Partner of each of the
foregoing limited partnerships
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
ADS HINGHAM LIMITED PARTNERSHIP
BY: ADS HINGHAM NURSING FACILITY, INC., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
ADS RECUPERATIVE CENTER LIMITED PARTNERSHIP
BY: ADS RECUPERATIVE CENTER, INC., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
47
WESTFORD NURSING AND RETIREMENT CENTER, LIMITED PARTNERSHIP
BY: WESTFORD NURSING AND RETIREMENT CENTER, INC., its
General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
ADS APPLE VALLEY LIMITED PARTNERSHIP
BY: ADS APPLE VALLEY, INC., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
HOLLY MANOR ASSOCIATES OF NEW JERSEY, L.P.
BY: ENCARE OF MENDHAM, L.L.C., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
of The Multicare Companies, Inc. for and as the
Majority Member of Encare of Mendham, L.L.C.
MERCERVILLE ASSOCIATES OF NEW JERSEY, L.P.
BY: BREYUT CONVALESCENT CENTER, L.L.C., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
MIDDLETOWN (RI) ASSOCIATE OF RHODE ISLAND, L.P.
BY: HEALTH RESOURCES OF MIDDLETOWN (RI), INC., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
48
POMPTON ASSOCIATES, L.P.
BY: POMPTON CARE, L.L.C., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
of The Multicare Companies, Inc. for and as Majority
Member of Pompton Care, L.L.C.
THE STRAUS GROUP - OLD BRIDGE, L.P.
BY: HEALTH RESOURCES OF EMERY, L.L.C., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
of The Multicare Companies, Inc. for and as Majority
Member of Health Resources of Emery, L.L.C.
THE STRAUS GROUP - RIDGEWOOD, L.P.
BY: HEALTH RESOURCES OF RIDGEWOOD, L.L.C., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
of The Multicare Companies, Inc. for and as Majority
Member of Health Resources of Ridgewood, L.L.C.
WALLINGFORD ASSOCIATES OF CONNECTICUT, L.P.
BY: HEALTH RESOURCES OF WALLINGFORD, INC., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
49
WARWICK ASSOCIATES OF RHODE ISLAND, L.P.
BY: HEALTH RESOURCES OF WARWICK, INC., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
THE STRAUS GROUP - HOPKINS HOUSE, L.P.
BY: ENCARE OF WYNCOTE, INC., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
THE STRAUS GROUP - QUAKERTOWN MANOR, L.P.
BY: ENCARE OF QUAKERTOWN, INC., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
CUMBERLAND ASSOCIATES OF RHODE ISLAND, L.P
BY: HEALTH RESOURCES OF CUMBERLAND, INC., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
GROTON ASSOCIATES OF CONNECTICUT, L.P.
BY: HEALTH RESOURCES OF GROTON INC., its General Partner
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
50
HEALTH RESOURCES OF BRIDGETON, L.L.C.
HEALTH RESOURCES OF CINNAMINSON, L.L.C.
HEALTH RESOURCES OF CRANBURY, L.L.C.
HEALTH RESOURCES OF ENGLEWOOD, L.L.C.
HEALTH RESOURCES OF EWING, L.L.C.
HEALTH RESOURCES OF FAIRLAWN, L.L.C.
HEALTH RESOURCES OF JACKSON, L.L.C.
HEALTH RESOURCES OF WEST ORANGE, L.L.C.
ROEPHEL CONVALESCENT CENTER, L.L.C.
TOTAL REHABILITATION CENTER, L.L.C.
POMPTON CARE, L.L.C.
HEALTH RESOURCES OF LAKEVIEW, L.L.C.
HEALTH RESOURCES OF RIDGEWOOD, L.L.C.
HEALTH RESOURCES OF EMERY, L.L.C.
ENCARE OF MENDHAM. L.L.C.
BREYUT CONVALESCENT CENTER, L.L.C.
BY: THE MULTICARE COMPANIES, INC., as Member of the foregoing
Limited Liability Companies
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
GLENMARK LIMITED LIABILITY COMPANY I
BY: GLENMARK ASSOCIATES, INC., its Member
By:
--------------------------------------------------------
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief Financial Officer
51
EXHIBITS AND SCHEDULE
TO THE PLAN OF REORGANIZATION
EXHIBIT A
GENESIS DEBTORS
1. Genesis Health Services Corporation.
2. Genesis Health Ventures, Inc.
3. Asco Healthcare of New England, Limited Partnership
4. Brevard Meridian Limited Partnership
5. Care4, L.P.
6. Catonsville Meridian Limited Partnership
7. Easton Meridian Limited Partnership
8. Edella Street Associates
9. Genesis-Georgetown SNF/JV, Limited Liability Company
10. Genesis Eldercare Employment Services, LLC
11. Genesis Health Ventures of West Virginia, Limited Partnership
12. Genesis Properties Limited Partnership
13. Genesis Properties of Delaware Ltd. Partnership, LP
14. Greenspring Meridian Limited Partnership
15. Hallmark Healthcare Limited Partnership
16. Hammonds Lane Meridian Limited Partnership
17. Main Street Pharmacy, L.L.C.
18. McKerley Health Care Center-Concord Limited Partners
19. McKerley Health Facilities
20. Meridian Edgewood Limited Partnership
21. Meridian Perring Limited Partnership
22. Meridian Valley Limited Partnership
23. Meridian Valley View Limited Partnership
24. Meridian/Constellation Limited Partnership
25. Millville Meridian Limited Partnership
26. Norristown Nursing and Rehabilitation Center Associates, Limited
Partnership
27. North Cape Convalescent Center Associates, L.P.
28. Northwest Total Care Center Associates, L.P.
29. Philadelphia Avenue Associates
30. Respiratory Health Services, LLC
31. River Ridge Partnership
32. River Street Associates
33. Seminole Meridian Limited Partnership
34. State Street Associates, L.P.
35. Therapy Care Systems, LP
EXHIBIT A
GENESIS DEBTORS
36. Volusia Meridian Limited Partnership
37. Accumed, Inc.
38. Asco Healthcare, Inc.
39. Asco Healthcare of New England, Inc.
40. Brinton Manor, Inc.
41. Burlington Woods Convalescent Center, Inc.
42. Carecard, Inc.
43. Carefleet, Inc.
44. Cheltenham LTC Management, Inc.
45. Compass Health Services, Inc.
46. Concord Healthcare Corporation
47. Concord Pharmacy Services, Inc.
48. Crestview Convalescent Home, Inc.
49. Crestview North, Inc.
50. Crystal City Nursing Center, Inc.
51. Delco Apothecary, Inc.
52. Derby Nursing Center Corporation
53. Diane Morgan and Associates, Inc.
54. Dover Healthcare Associates, Inc.
55. Eastern Medical Supplies, Inc.
56. Eastern Rehab Services, Inc.
57. Eidos, Inc.
58. Encare of Massachusetts, Inc.
59. Genesis Eldercare Adult Day Health Services, Inc.
60. Genesis Eldercare Diagnostic Services, Inc.
61. Genesis Eldercare Home Care Services, Inc.
62. Genesis Eldercare Home Health Services-Southern, Inc.
63. Genesis Eldercare Hospitality Services, Inc.
64. Genesis Eldercare Management Services, Inc.
65. Genesis Eldercare Network Services, Inc.
66. Genesis Eldercare National Centers, Inc.
67. Genesis Eldercare Network Services of Massachusetts, Inc.
68. Genesis Eldercare Physician Services, Inc.
69. Genesis Eldercare Properties, Inc.
70. Genesis Eldercare Rehabilitation Management Services, Inc.
71. Genesis Eldercare Rehabilitation Services, Inc.
72. Genesis Eldercare Staffing Services, Inc.
73. Genesis Eldercare Transportation Services, Inc.
i
74. Genesis Health Ventures of Arlington, Inc.
75. Genesis Health Ventures of Bloomfield, Inc.
76. Genesis Health Ventures of Clarks Summit, Inc.
77. Genesis Health Ventures of Indiana, Inc.
78. Genesis Health Ventures of Lanham, Inc.
79. Genesis Health Ventures of Massachusetts, Inc.
80. Genesis Health Ventures of Naugatuck, Inc.
81. Genesis Health Ventures of New Garden, Inc.
82. Genesis Health Ventures of Point Pleasant, Inc.
83. Genesis Health Ventures of Wayne, Inc.
84. Genesis Health Ventures of West Virginia, Inc.
85. Genesis Health Ventures of Wilkes-Barre, Inc.
86. Genesis Health Ventures of Windsor, Inc.
87. Genesis Healthcare Centers Holdings, Inc.
88. Genesis Holdings, Inc.
89. Genesis Immediate Med Center, Inc.
90. Genesis Properties of Delaware Corporation
91. Genesis Selectcare Corp.
92. Geriatric & Medical Companies, Inc.
93. Geriatric and Medical Services, Inc.
94. Geriatric and Medical Investments Corporation
95. Gerimed Corp.
96. GMC Leasing Corporation
97. GMC Medical Consulting Services, Inc.
98. GMS Management-Tucker, Inc.
99. GMS Management, Inc.
100. Governor's House Nursing Home, Inc.
101. Health Concepts and Services, Inc.
102. Healthobjects Corporation
103. Hilltop Health Care Center, Inc.
104. Horizon Medical Equipment and Supply, Inc.
105. Innovative Health Care Marketing, Inc.
106. Innovative Pharmacy Services, Inc.
107. Institutional Health Care Services, Inc.
108. Keystone Nursing Home, Inc.
109. Knollwood Manor, Inc.
110. Knollwood Nursing Home, Inc.
111. Life Support Medical Equipment, Inc.
112. Life Support Medical, Inc.
113. Lincoln Nursing Home, Inc.
114. Manor Management Corp. of Georgian Manor, Inc.
115. McKerley Health Care Centers, Inc.
EXHIBIT A
GENESIS DEBTORS
116. Medical Services Group, Inc.
117. Meridian Health, Inc.
118. Meridian Healthcare, Inc.
119. Metro Pharmaceuticals, Inc.
120. National Pharmacy Service, Inc.
121. Neighborcare Infusion Services, Inc.
122. Neighborcare-Medisco, Inc.
123. Neighborcare of Northern California, Inc.
124. Neighborcare of Oklahoma, Inc.
125. Neighborcare of Virginia, Inc.
126. Neighborcare of Wisconsin, Inc.
127. Neighborcare Pharmacies, Inc.
128. Neighborcare Pharmacy Services, Inc.
129. Neighborcare-Orca, Inc.
130. Neighborcare-TCI, Inc.
131. Network Ambulance Services, Inc.
132. Oak Hill Health Care Center, Inc.
133. Pharmacy Equities, Inc.
134. Philadelphia Avenue Corporation
135. Professional Pharmacy Services, Inc.
136. Prospect Park LTC Management, Inc.
137. State Street Associates, Inc.
138. Suburban Medical Services, Inc.
139. The Tidewater Healthcare Shared Services Group, Inc.
140. Therapy Care, Inc.
141. Transport Services, Inc.
142. United Health Care Services, Inc.
143. Valley Medical Services, Inc.
144. Valley Transport Ambulance Service, Inc.
145. Versalink, Inc.
146. Villas Realty & Investments, Inc.
147. Walnut LTC Management, Inc.
148. Wayside Nursing Home, Inc.
149. Weisenfluh Ambulance Service, Inc.
150. West Phila. LTC Management, Inc.
151. Wyncote Healthcare Corp.
152. York LTC Management, Inc.
153. Healthcare Resources Corp.
ii
EXHIBIT B
MULTICARE DEBTORS
1. Multicare AMC, Inc.
2. ADS Hingham Limited Partnership
3. ADS Palm Chelmsford, Inc.
4. ADS Reservoir Waltham, Inc.
5. Arcadia Associates
6. Health Resources of Lakeview, L.L.C.
7. Care Haven Associates Limited Partnership
8. Cumberland Associates of Rhode Island, L.P.
9. Glenmark Limited Liability Company I
10. Glenmark Properties I, Limited Partnership
11. Groton Associates of Connecticut, L.P.
12. Health Resources of Bridgeton, L.L.C.
13. Health Resources of Cinnaminson, L.L.C.
14. Health Resources of Cranbury, L.L.C.
15. Health Resources of Englewood, L.L.C.
16. Health Resources of Ewing, L.L.C.
17. Health Resources of Fairlawn, L.L.C.
18. Health Resources of Jackson, L.L.C.
19. Health Resources of West Orange, L.L.C.
20. Holly Manor Associates of New Jersey, L.P.
21. Markglen, Inc.
22. Mercerville Associates of New Jersey, L.P.
23. Middletown (RI) Associate of Rhode Island, L.P.
24. Point Pleasant Haven Limited Partnership
25. Raleigh Manor Limited Partnership
26. Roephel Convalescent Center, L.L.C.
27. Romney Health Care Center Ltd. Limited
Partnership
28. Sisterville Haven Limited Partnership
29. Teays Valley Haven Limited Partnership
30. The Straus Group - Hopkins House, L.P.
31. The Straus Group - Old Bridge, L.P.
32. The Straus Group - Quakertown Manor, L.P.
33. The Straus Group - Ridgewood, L.P.
34. Total Rehabilitation Center, L.L.C.
35. Wallingford Associates of Connecticut, L.P.
36. Warwick Associates of Rhode Island, L.P.
37. Academy Nursing Home, Inc.
38. ADS Consulting, Inc.
39. ADS Hingham ALF, Inc.
40. ADS Home Health, Inc.
41. ADS Village Manor, Inc.
42. ANR, Inc.
43. Applewood Health Resources, Inc.
44. ASL, Inc.
EXHIBIT B
MULTICARE DEBTORS
45. Automated Professional Accounts, Inc.
46. Berks Nursing Home, Inc.
47. Bethel Health Resources, Inc.
48. Breyut Convalescent Center, Inc.
49. Brightwood Property, Inc.
50. Century Care Construction, Inc.
51. Century Care Management, Inc.
52. Cheateau Village Health Resources, Inc.
53. CHG Investment Corp., Inc.
54. CHNR - 1, Inc.
55. Colonial Hall Health Resources, Inc.
56. Colonial House Health Resources, Inc.
57. Concord Campanion Care, Inc.
58. Concord Healthcare Services, Inc.
59. Concord Health Group, Inc.
60. Concord Home Health, Inc.
61. Concord Rehab, Inc.
62. Concord Service Corporation
63. CVNR, Inc.
64. Dawn View Manor, Inc.
65. DELM Nursing, Inc.
66. Eldercare Resources Corp.
67. Elmwood Health Resources, Inc.
68. Encare of Mendham, Inc.
69. Encare of Pennypack, Inc.
70. ENR, Inc.
71. Genesis Eldercare Corp.
72. Glenmark Associates - Dawn View Manor, Inc.
73. Glenmark Properties, Inc.
74. GMA - Brightwood, Inc.
75. GMA - Madison, Inc.
76. GMA - Construction, Inc.
77. GMA Uniontown, Inc.
78. Health Resources of Academy Manor, Inc.
79. Health Resources of Boardman, Inc.
80. Health Resources of Bridgeton, Inc.
81. Health Resources of Brooklyn, Inc.
82. Health Resources of Cedar Grove, Inc.
83. Health Resources of Cinnaminson, Inc.
84. Health Resources of Colchester, Inc.
85. Health Resources of Columbus, Inc.
86. Health Resources of Cranbury, Inc.
87. Health Resources of Englewood, Inc.
88. Health Resources of Eatontown, Inc.
89. Health Resources of Ewing, Inc.
i
90. Health Resources of Farmington, Inc.
91. Health Resources of Gardner, Inc.
92. Health Resources of Glastonbury, Inc.
93. Health Resources of Jackson, Inc.
94. Health Resources of Karamenta and Madison, Inc.
95. Health Resources of Lakeview, Inc.
96. Health Resources of Lemont, Inc.
97. Health Resources of Lynn, Inc.
98. Health Resources of Marcella, Inc.
99. Health Resources of Montclair, Inc.
100. Health Resources of Morristown, Inc.
101. Health Resources of Norfolk, Inc.
102. Health Resources of North Andover, Inc.
103. Health Resources of Norwalk, Inc.
104. Health Resources of Pennington, Inc.
105. Health Resources of Ridgewood, Inc.
106. Health Resources of Rockville, Inc.
107. Health Resources of Solomont/Brookline, Inc.
108. Health Resources of South Brunswick, Inc.
109. Health Resources of Troy Hill, Inc.
110. Health Resources of Voorhees, Inc.
111. Health Resources of Westwood, Inc.
112. Healthcare Rehab Systems, Inc.
113. Helstat, Inc.
114. HMNR Realty, Inc.
115. HNCA, Inc.
116. Horizon Mobile, Inc.
117. Horizon Rehabilitation, Inc.
118. HR of Charleston, Inc.
119. HRWV Huntington, Inc.
120. Lakewood Health Resources, Inc.
121. Laurel Health Resources, Inc.
122. Lehigh Nursing Homes, Inc.
123. LRC Holding Company
124. LWNR, Inc.
125. Mabri Convalescent Center, Inc.
126. Marshfield Health Resources, Inc.
127. MHNR, Inc.
128. MNR, Inc.
129. Montgomery Nursing Homes, Inc.
130. Multicare Home Health of Illinois, Inc.
131. Northwestern Management Services, Inc.
132. Nursing and Retirement Center of the Andovers, Inc.
133. PHC Operating Corp.
134. Pocohantas Continuous Care Center, Inc.
135. Pompton Care, Inc.
136. Prescott Nursing Home, Inc.
137. Progressive Rehabilitation Centers, Inc.
138. Providence Funding Corporation
139. Providence Health Care, Inc.
140. Providence Medical, Inc.
141. Rest Haven Nursing Home, Inc.
142. Ridgeland Health Resources, Inc.
143. River Pines Health Resources, Inc.
144. Rivershores Health Resources, Inc.
145. RLNR, Inc.
146. Rophel Convalescent Center, Inc.
147. Rose Healthcare, Inc.
148. Rose View Manor, Inc.
149. Roxborough Nursing Home, Inc.
150. RSNR, Inc.
151. S.T.B. Investors, LTD.
152. Schuylkill Nursing Homes, Inc.
153. Schuylkill Partnership Acquisition Corporation
154. Scotchwood Mass. Holding Co., Inc.
155. Senior Living Ventures, Inc.
156. Senior Source, Inc.
157. Snow Valley Health Resources, Inc.
158. SVNR, Inc.
159. The ADS Group, Inc.
160. The Assisted Living Associates of Berkshire, Inc.
161. The Assisted Living Associates of Lehigh, Inc.
162. The Assisted Living Associates of Sanatoga, Inc.
163. The Assisted Living Associates of Wall, Inc.
164. The House of Campbell, Inc.
165. TM Acquisition Corp.
166. Tri-State Mobile Medical Services, Inc.
167. Westford Nursing and Retirement Center, Limited Partnership
168. Willow Manor Nursing Home, Inc.
169. Pompton Associates, L.P.
170. Pompton Care, L.L.C.
171. Health Resources of Ridgewood, L.L.C.
172. Health Resources of Emery, L.L.C.
173. Encare of Mendham. L.L.C.
174. Breyut Convalescent Center, L.L.C.
175. ADS Recuperative Center Limited Partnership
176. Westford Nursing and Retirement Center, Inc.
177. RVNR, Inc.
178. Horizon Associates, Inc.
179. Health Resources of Warwick, Inc.
180. Health Resources of Wallingford, Inc.
ii
181. Health Resources of Middletown (RI), Inc.
182. Health Resources of Groton, Inc.
183. Health Resources of Cumberland, Inc.
184. Health Resources of Arcadia, Inc.
185. Encare of Wyncote, Inc.
186. Encare of Quakertown, Inc.
187. ADS Senior Housing, Inc.
188. ADS Recuperative Center, Inc.
189. ADS Hingham Nursing Facility, Inc.
190. ADS Apple Valley, Inc.
191. ADS/Multicare, Inc.
192. Glenmark Associates, Inc.
193. GMA Partnership Holding Company, Inc.
194. Stafford Convalescent Center, Inc.
195. The Multicare Companies, Inc.
196. North Madison, inc.
197. ADS Apple Valley Limited Partnership
iii
SCHEDULE 8.1
SCHEDULE OF REJECTED CONTRACTS
GENESIS DEBTORS
1. Vending services agreement, dated as of March 21, 1998, between
Genesis Health Ventures, Inc. and Take-A-Break
2. Postage meter lease agreement, dated as of January 10, 2000, between
NeighborCare of Oklahoma, Inc. and Pitney Bowes Credit Corporation
3. Computer lease agreement, dated as of November 3, 1999, between
Geriatric & Medical Services, Inc. and Dell Financial Services
4. Radiology agreement, dated as of July 2, 1997, between Meridian
Healthcare, Inc. and Radiation Physics
5. Dental agreement, dated as of July 23, 1997, between Meridian
Healthcare, Inc. and Anthony Gregorio DDS
6. Elevator maintenance agreement, dated as of July 8, 1997, between
Meridian Healthcare, Inc. and General Elevator
7. Exterminator service agreement, dated as of December 28, 1998,
between Meridian Healthcare, Inc. and Western Pest
8. Generator agreement, dated as of September 17, 1998, between
Meridian Healthcare, Inc. and Advanced Equipment
9. Lawn exterminator agreement, dated as of November 1, 1999, between
Meridian Healthcare, Inc. and TruGreen ChemLawn
10. Diagnostic lab agreement, dated as of January 1, 1999, between
Meridian Healthcare, Inc. and Quest Laboratories
11. Medical record consulting agreement, dated as of November 28, 1997,
between Meridian Healthcare, Inc. and Clinical Record Consulting
12. Social services agreement, dated as of December 8, 1998, between
Meridian Healthcare, Inc. and Laurie Trusty, MSW, ACSW, and LCSW-C
13. Vending machine agreement, dated as of July 6, 1997, between
Meridian Healthcare, Inc. and Black Tie Service
14. Hazardous waste removal agreement, dated as of June 1, 1997, between
Meridian Healthcare, Inc. and Waste Management of Montgomery County
15. Sprinkler system agreement, dated as of February 17, 1997, between
Meridian Healthcare, Inc. and Livingston Fire Protection, Inc.
16. Transfer agreement, dated as of February 1, 1998, between Meridian
Healthcare, Inc. and Montgomery General Hospital
i
MULTICARE DEBTORS
1. Cable television agreement, dated as of September 27, 1999, between
Health Resources of Kamenta & Madison, Inc. and SkyCable TV of
Madison, LLC
2. Medical staffing agreement, dated as of June 1, 2000, between Health
Resources of Kamenta & Madison, Inc. and Healthcare Specialists,
Inc.
3. Staffing agreement, dated as of June 20, 2000, between Health
Resources of Kamenta & Madison, Inc. and Country Nurses, Inc.
4. HCFA information review agreement, dated as of January 7, 2000,
between Health Resources of Kamenta & Madison, Inc. and MetaStar,
Inc.
5. Medical director agreement, dated as of December 1, 1998, between
Health Resources of Kamenta & Madison, Inc. and Dr. Leroy Walsh
6. Health care consulting agreement, dated as of November 8, 1999,
between Health Resources of Kamenta & Madison, Inc. and Dorothy
Anderson ART/ Anderson Consulting Services
7. Insurance provider agreement, dated as of February 15, 1999, between
Health Resources of Kamenta & Madison, Inc. and Premier/Dean Health
Plan, Inc.
8. Security agreement, dated as of September 14, 1995, between Health
Resources of Kamenta & Madison, Inc. and ADT Security Systems West,
Inc.
9. Bird watching agreement, dated as of October 6, 1994, between Health
Resources of Kamenta & Madison, Inc. and Living Design, Inc.
10. Hair care agreement, dated as of February 26, 1999, between Health
Resources of Kamenta & Madison, Inc. and Classic Hair Care, LLC
11. Medicaid electronic data system billing agreement, dated as of
October 2, 1995, between Health Resources of Kamenta & Madison, Inc.
and State of Wisconsin, Department of Heath Services
12. Fire protection agreement, dated as of February 12, 1999, between
Health Resources of Kamenta & Madison, Inc. and Grinnell
13. Optometry agreement, dated as of March 2, 1999, between Health
Resources of Kamenta & Madison, Inc. and Health Drive Medical &
Dental Practices
14. Podiatry agreement, dated as of April 2, 1999, between Health
Resources of Kamenta & Madison, Inc. and Health Drive Medical &
Dental Practices
15. Pay Phone agreement, dated as of August 1, 1996, between Health
Resources of Kamenta & Madison, Inc. and Ameritech
16. Bio-Med waste agreement, dated as of March 29, 1999, between Health
Resources of Kamenta & Madison, Inc. and Stericycle, Inc.
17. Medical infectious waste disposal agreement, dated as of August 17,
1998, between Health Resources of Kamenta & Madison, Inc. and
Madison Energy Recovery, Inc.
18. Respite Care agreement, dated as of October 1, 1999, between Health
Resources of Kamenta & Madison, Inc. and Community Living Alliance
19. Staffing agreement, dated as of May 2, 2000, between Health
Resources of Columbus, Inc. and Healthcare Staffing
20. Service agreement, dated as of April 26, 2000, between Health
Resources of Columbus, Inc. and Heartline Medix, Inc.
ii
21. Service agreement, dated as of November 3, 1993, between Health Resources
of Columbus, Inc. and Divine Savior Hospital/Audiology
22. Service agreement, dated as of February 15, 1995, between Health Resources
of Columbus, Inc. and Muzak-Advertising On Hold
23. Service agreement, dated as of December 6, 1993, between Health Resources
of Columbus, Inc. and Living Design
24. Service agreement, dated as of April 1, 1998, between Health Resources of
Columbus, Inc. and Shelia Niggemeier
25. Equipment agreement, dated as of January 18, 1989, between Health Resources
of Columbus, Inc. and Ecolab
26. Service agreement, dated as of March 12, 1999, between Health Resources of
Columbus, Inc. and Stericycle
27. Equipment agreement, dated as of February 8, 1999, between Health Resources
of Columbus, Inc. and Grinnell Fire Protection
28. Vehicle lease agreement, dated as of December 12, 1998, between Health
Resources of Columbus, Inc. and PNC
29. Consulting agreement, dated as of January 20, 1998, between Health
Resources of Columbus, Inc. and Healthdrive Medical
30. Hospitalization service agreement, dated as of October 6, 1998, between
Health Resources of Columbus, Inc. and Columbus Community Hospital
31. Laboratory service agreement, dated as of October 6, 1998, between Health
Resources of Columbus, Inc. and Columbus Community Hospital
32. Medical director agreement, dated as of September 30, 1996, between Health
Resources of Columbus, Inc. and Dr. Bruce A. Kraus
33. Service agreement, dated as of October 1, 1998, between Health Resources of
Columbus, Inc. and Sandy Roof
34. Service agreement, dated as of May 1, 2000, between Health Resources of
Columbus, Inc. and Preferred Podiatry
35. Service agreement, dated as of February 26, 1998, between Health Resources
of Columbus, Inc. and Marla Davis Psychotherapy
36. Equipment agreement, dated as of January 9, 1997, between Health Resources
of Columbus, Inc. and Storage Plus
37. Service agreement, dated as of January, 2000, between Health Resources of
Columbus, Inc. and Safeco
38. Equipment agreement, dated as of December, 1994, between Health Resources
of Columbus, Inc. and Lake City Vending
39. Service agreement, dated as of July 22, 1999, between Health Resources of
Columbus, Inc. and Wil-Kil Pest
40. Participation agreement, dated as of November 1, 1999, between Health
Resources of Columbus, Inc. and Department of Health & Social Services
iii
41. Participation agreement, dated as of September 1, 1992, between Health
Resources of Columbus, Inc. and State of Wisconsin
42. Participation agreement, dated as of March 11, 1998, between Health
Resources of Columbus, Inc. and Dean Health Plan
43. Participation agreement, dated as of March 8, 1996, between Health
Resources of Columbus, Inc. and Group Health Cooperative
44. Service agreement, dated as of June 21, 2000, between Health Resources of
Columbus, Inc. and Country Nurses
45. Service agreement, dated as of November 8, 1999, between Health Resources
of Columbus, Inc. and 1 Health Plan
iv
1
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
- --------------------------------------------------------------- x
:
In re : Chapter 11 Cases No.
:
GENESIS HEALTH VENTURES INC., et al., : 00-2692 (JHW)
:
Debtors. :
: (Jointly Administered)
- --------------------------------------------------------------- x
:
In re : Chapter 11 Cases No.
:
MULTICARE AMC, INC., et al., : 00-2494 (JHW)
:
Debtors. :
: (Jointly Administered)
- --------------------------------------------------------------- x
DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
WEIL, GOTSHAL & MANGES LLP RICHARDS, LAYTON & FINGER P.A.
767 Fifth Avenue One Rodney Square
New York, New York 10153 P.O. Box 551
(212) 310-8000 Wilmington, Delaware 19899
(302) 658-6541
Co-Attorneys for the Genesis Debtors Co-Attorneys for the Genesis Debtors
as Debtors and Debtors in Possession as Debtors and Debtors in Possession
====================================================================================================================================
WILLKIE FARR & GALLAGHER YOUNG CONAWAY STARGATT & TAYLOR LLP
787 Seventh Avenue 11th Floor, Wilmington Trust Company
New York, New York 10019 P.O. Box 391
(212) 728-8000 Wilmington, Delaware 19899-0391
(302) 571-6600
Co-Attorneys for the Multicare Debtors
Co-Attorneys for the Multicare Debtors as Debtors and Debtors in Possession
as Debtors and Debtors in Possession
Dated: July 6, 2001
TABLE OF CONTENTS
Page
Section 1. DEFINITIONS AND INTERPRETATION...................................................................1
A. Definitions....................................................................................1
1.1. Administrative Expense Claim..........................................................1
1.2. Allowed...............................................................................1
1.3. Amended Bylaws........................................................................2
1.4. Amended Certificate of Incorporation..................................................2
1.5. Bankruptcy Code.......................................................................2
1.6. Bankruptcy Court......................................................................2
1.7. Bankruptcy Rules......................................................................2
1.8. Business Day..........................................................................2
1.9. Cash..................................................................................2
1.10. Catch-up Distribution.................................................................2
1.11. Claim.................................................................................2
1.12. Class.................................................................................2
1.13. Collateral............................................................................2
1.14. Commencement Date.....................................................................2
1.15. Confirmation Date.....................................................................2
1.16. Confirmation Hearing..................................................................2
1.17. Confirmation Order....................................................................3
1.18. Debtors...............................................................................3
1.19. Disbursing Agent......................................................................3
1.20. Disputed Claim........................................................................3
1.21. Distribution Record Date..............................................................3
1.22. Effective Date........................................................................3
1.23. Equity Interest.......................................................................3
1.24. Final Distribution Date...............................................................3
1.25. Final Order...........................................................................3
1.26. Genesis...............................................................................4
1.27. Genesis Common Stock Interest.........................................................4
1.28. Genesis Debtors.......................................................................4
1.29. Genesis General Unsecured Claim.......................................................4
1.30. Genesis Intercompany Claim............................................................4
i
TABLE OF CONTENTS
(continued)
Page
1.31. Genesis Other Secured Claim...........................................................4
1.32. Genesis Priority Non-Tax Claim........................................................4
1.33. Genesis Punitive Damage Claim.........................................................4
1.34. Genesis Reorganization Cases..........................................................4
1.35. Genesis Senior Lender Agreements......................................................4
1.36. Genesis Senior Lender Claim...........................................................5
1.37. Genesis Senior Subordinated Note Claim................................................5
1.38. Insured Claim.........................................................................5
1.39. Multicare.............................................................................5
1.40. Multicare Common Stock Interest.......................................................5
1.41. Multicare Debtors.....................................................................5
1.42. Multicare General Unsecured Claim.....................................................5
1.43. Multicare Intercompany Claim..........................................................5
1.44. Multicare Other Secured Claim.........................................................5
1.45. Multicare Priority Non-Tax Claim......................................................6
1.46. Multicare Punitive Damage Claim.......................................................6
1.47. Multicare Reorganization Cases........................................................6
1.48. Multicare Senior Lender Agreements....................................................6
1.49. Multicare Senior Lender Claim.........................................................6
1.50. Multicare Senior Subordinated Note Claim..............................................6
1.51. New Common Stock......................................................................6
1.52. New Convertible Preferred Stock.......................................................6
1.53. New Management Incentive Plan.........................................................6
1.54. New Multicare Stock...................................................................6
1.55. New Senior Notes......................................................................6
1.56. New Warrants..........................................................................7
1.57. Plan Documents........................................................................7
1.58. Plan of Merger........................................................................7
1.59. Plan of Reorganization................................................................7
1.60. Plan Securities.......................................................................7
1.61. Plan Supplement.......................................................................7
1.62. Priority Non-Tax Claim................................................................7
ii
TABLE OF CONTENTS
(continued)
Page
1.63. Priority Tax Claim....................................................................7
1.64. Ratable Proportion....................................................................8
1.65. Reorganization Cases..................................................................8
1.66. Reorganized Debtors...................................................................8
1.67. Reorganized Genesis...................................................................8
1.68. Reorganized Multicare.................................................................8
1.69. Schedules.............................................................................8
1.70. Secured Claim.........................................................................8
1.71. Senior Lender Claim...................................................................8
1.72. Tort Claim............................................................................8
B. Interpretation; Application of Definitions and Rules of Construction...........................8
Section 2. ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS............................................9
2.1. Administrative Expense Claims.........................................................9
2.2. Compensation and Reimbursement Claims.................................................9
2.3. Priority Tax Claims...................................................................9
2.4. DIP Credit Agreement Claims...........................................................9
2.5. Special Provisions Regarding the Indenture Trustees' Fees and Expenses...............10
Section 3. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS...................................................11
3.1. Genesis Classes......................................................................11
3.2. Multicare Classes....................................................................12
3.3. Subclasses for Class G1..............................................................12
3.4. Subclasses for Class M1..............................................................14
Section 4. TREATMENT OF CLAIMS AND EQUITY INTERESTS........................................................14
4.1. Genesis Other Secured Claims (Class G1)..............................................14
4.2. Genesis Senior Lender Claims (Class G2)..............................................16
4.3. Genesis Priority Non-Tax Claims (Class G3)...........................................16
4.4. Genesis General Unsecured Claims (Class G4)..........................................16
4.5. Genesis Senior Subordinated Note Claims (Class G5)...................................16
4.6. Genesis Intercompany Claims (Class G6)...............................................17
4.7. Genesis Punitive Damage Claims (Class G7)............................................17
4.8. Genesis Series G Preferred Stock Interests (Class G8)................................17
4.9. Genesis Series H Preferred Stock Interests (Class G9)................................17
iii
TABLE OF CONTENTS
(continued)
Page
4.10. Genesis Series I Preferred Stock Interests (Class G10)...............................17
4.11. Genesis Common Stock Interests (Class G11)...........................................17
4.12. Multicare Other Secured Claims (Class M1)............................................17
4.13. Multicare Senior Lender Claims (Class M2)............................................18
4.14. Multicare Priority Non-Tax Claims (Class M3).........................................18
4.15. Multicare General Unsecured Claims (Class M4)........................................18
4.16. Multicare Senior Subordinated Note Claims (Class M5).................................19
4.17. Multicare Intercompany Claims (Class M6).............................................19
4.18. Multicare Punitive Damage Claims (Class M7)..........................................19
4.19. Multicare Common Stock Interests (Class M8)..........................................19
Section 5. MEANS FOR IMPLEMENTATION........................................................................19
5.1. Deemed Consolidation of Debtors for Plan Purposes Only...............................19
5.2. Merger of Corporate Entities.........................................................20
5.3. Authorization of Plan Securities.....................................................21
5.4. Exit Facility........................................................................21
5.5. Waiver of Subordination..............................................................21
5.6. Registration Rights Agreement........................................................21
5.7. Listing of New Common Stock..........................................................21
5.8. Management Incentive Plan............................................................22
5.9. Release of Non-Debtor Affiliates.....................................................22
5.10. Release of Representatives...........................................................22
5.11. Cancellation of Existing Securities and Agreements...................................22
5.12. Board of Directors...................................................................22
5.13. Corporate Action.....................................................................23
5.14. Subsidiary Guaranties................................................................23
5.15. Settlement with the Federal Government...............................................23
5.16. Settlement Between the Genesis Debtors and the Multicare Debtors.....................23
Section 6. DISTRIBUTIONS...................................................................................23
6.1. Distribution Record Date.............................................................23
6.2. Date of Distributions................................................................24
6.3. Distributions to Classes G2, G4, G5, M2, M4, and M5..................................24
6.4. Disbursing Agent.....................................................................24
iv
Page
6.5. Rights and Powers of Disbursing Agent................................................25
6.6. Surrender of Instruments.............................................................25
6.7. Delivery of Distributions............................................................25
6.8. Manner of Payment Under Plan of Reorganization.......................................26
6.9. Fractional Shares and Fractional Warrants............................................27
6.10. Setoffs..............................................................................27
6.11. Allocation of Plan Distribution Between Principal and Interest.......................27
6.12. Allowance of Claims in Classes G2, G5, M2, and M5....................................27
Section 7. PROCEDURES FOR DISPUTED CLAIMS..................................................................27
7.1. Objections to Claims.................................................................27
7.2. Payments and Distributions with Respect to Disputed Claims...........................27
7.3. Distributions After Allowance........................................................28
7.4. Estimation of Claims.................................................................28
7.5. Interest and Dividends...............................................................28
Section 8. EXECUTORY CONTRACTS AND UNEXPIRED LEASES........................................................29
8.1. General Treatment....................................................................29
8.2. Cure of Defaults.....................................................................29
8.3. Rejection Claims.....................................................................29
8.4. Senior Executives of Reorganized Genesis.............................................29
8.5. Survival of the Debtors' Corporate Indemnities.......................................29
Section 9. CONDITION PRECEDENT TO THE EFFECTIVE DATE.......................................................30
Section 10. EFFECT OF CONFIRMATION..........................................................................30
10.1. Vesting of Assets....................................................................30
10.2. Discharge of Claims and Termination of Equity Interests..............................30
10.3. Discharge of Debtors.................................................................30
10.4. Term of Injunctions or Stays.........................................................31
10.5. Injunction Against Interference With Plan............................................31
10.6. Exculpation..........................................................................31
10.7. Retention of Causes of Action/Reservation of Rights..................................31
Section 11. RETENTION OF JURISDICTION.......................................................................32
Section 12. MISCELLANEOUS PROVISIONS........................................................................33
12.1. Payment of Statutory Fees............................................................33
v
TABLE OF CONTENTS
(continued)
Page
12.2. Retiree Benefits.....................................................................33
12.3. Dissolution of Statutory Committees of Unsecured Creditors...........................33
12.4. Substantial Consummation.............................................................33
12.5. Amendments...........................................................................34
12.6. Revocation or Withdrawal of the Plan.................................................34
12.7. Severability.........................................................................34
12.8. Governing Law........................................................................34
12.9. Time.................................................................................35
12.10. Notices..............................................................................35
vi