Exhibit 99.4
GENESIS HEALTHCARE CORPORATION
OFFER TO EXCHANGE REGISTERED
8% SENIOR SUBORDINATED NOTES DUE 2013
FOR ANY AND ALL OUTSTANDING
UNREGISTERED 8% SENIOR SUBORDINATED NOTES DUE 2013
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
JULY 22, 2004, UNLESS EXTENDED (THE "EXPIRATION DATE").
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Genesis HealthCare Corporation ("we" or the "Company") is offering,
upon the terms and subject to the conditions set forth in the prospectus dated
June 17, 2004 (as the same maybe amended or supplemented from time to time, the
"Prospectus") and the accompanying Letter of Transmittal enclosed herewith
(which together constitute the "Exchange Offer"), to exchange up to $225,000,000
aggregate principal amount of our 8% Senior Subordinated Notes Due 2013 (the
"Exchange Notes"), which have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), for a like principal amount of our
outstanding 8% Senior Subordinated Notes Due 2013 (the "Initial Notes"). The
Exchange Offer is being made in order to satisfy certain obligations of the
Company contained in the Registration Rights Agreement, dated October 28, 2003,
by and among the Company, substantially all of the subsidiaries of the Company
and the initial purchasers referred to therein. As set forth in the Prospectus,
the terms of the Exchange Notes are identical in all material respects to the
Initial Notes, except that the Exchange Notes have been registered under the
Securities Act and therefore (1) will not be subject to certain restrictions on
their transfer, (2) will not be entitled to registration rights and (3) will not
contain provisions providing for an increase in the interest rate thereon under
the circumstances set forth in the Registration Rights Agreement as described in
the Prospectus.
The Exchange Offer is not conditioned on any minimum aggregate
principal amount of Initial Notes being tendered, except that the Initial Notes
may be tendered only in a principal amount of $1,000 and integral multiples of
$l,000.
The Exchange Offer is subject to the conditions described in the
section entitled "The Exchange Offer -- Conditions to the Exchange Offer" of the
Prospectus. Notwithstanding any other provisions of the Exchange Offer, or any
extension of the Exchange Offer, the Company will not be required to accept for
exchange, or to exchange any Exchange Notes for, any Initial Notes and may
terminate the Exchange Offer (whether or not any Initial Notes have been
accepted for exchange) or may waive any conditions to or amend the Exchange
Offer, if any of the conditions described in the Prospectus under "The Exchange
Offer -- Conditions to the Exchange Offer" have occurred or exist or have not
been satisfied.
We are requesting that you contact your clients for whom you hold
Initial Notes regarding the Exchange Offer. Enclosed herewith for your
information and forwarding to your clients for whom you hold Initial Notes
registered in your name or in the name of your nominee, or who hold Initial
Notes registered in their own names, are copies of the following documents:
1. The Prospectus, dated June 17, 2004;
2. The Letter of Transmittal for your use in connection with the
exchange of Initial Notes and for the information of your clients
(facsimile copies of the Letter of Transmittal may be used to tender
Initial Notes);
3. A form of letter which may be sent to your clients for whose
accounts you hold Initial Notes registered in your name or in the name of
your nominee, with space provided for obtaining such clients' instructions
with regard to the Exchange Offer;
4. A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if the procedure for book-entry transfer cannot be completed on a
timely basis or if the certificates for Initial Notes are not immediately
available or time will not permit all required documents to reach the
Exchange Agent prior to the Expiration Date; and
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
Your prompt action is requested. Please note the Exchange Offer will
expire at 5:00 p.m., New York City time, on the Expiration Date, unless
extended. Please furnish copies of the enclosed materials to those of your
clients for whom you hold Initial Notes registered in your name or in the name
of your nominee as quickly as possible.
Depository Trust Company ("DTC") participants will be able to execute
tenders through the DTC Automated Tender Offer Program.
In all cases (other than with respect to the guaranteed delivery
procedures described below), exchanges of Initial Notes pursuant to the Exchange
Offer will be made only after the Exchange Agent (as defined in the Prospectus)
receives the following documents by 5:00 p.m., New York City time, on the
Expiration Date: (1) certificates representing such Initial Notes, or a
book-entry confirmation (as defined in the Prospectus), as the case may be, (2)
the Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, or an agent's message (as defined in the Prospectus) in lieu thereof,
and (3) any other required documents.
Holders who wish to tender their Initial Notes and (1) whose
certificates for the Initial Notes are not immediately available, (2) who cannot
deliver their Initial Notes, the Letter of Transmittal or an agent's message and
any other required documents to the Exchange Agent prior to the Expiration Date,
or (3) who cannot complete the procedures for delivery by book-entry transfer
prior to the Expiration Date, must tender their Initial Notes according to the
guaranteed delivery procedures set forth under the caption "The Exchange Offer
- -- Guaranteed Delivery Procedures" in the Prospectus.
We are not making the Exchange Offer to, nor will we accept tenders
from or on behalf of, holders of Initial Notes residing in any jurisdiction in
which the making of the Exchange Offer or the acceptance of tenders would not be
in compliance with the laws of such jurisdiction.
We will not make any payments to brokers, dealers or other persons for
soliciting acceptances of the Exchange Offer. We will, however, upon request,
reimburse you for customary clerical and mailing expenses incurred by you in
forwarding any of the enclosed materials to your clients. We will pay or cause
to be paid any transfer taxes payable on the transfer of Initial Notes to us,
except as otherwise provided in the Prospectus and the Letter of Transmittal.
Questions and requests for assistance with respect to the Exchange
Offer or for copies of the Prospectus and the Letter of Transmittal may be
directed to the Exchange Agent at its numbers and address set forth in the
Prospectus and the Letter of Transmittal.
Very truly yours,
GENESIS HEALTHCARE CORPORATION
------------------------------
Nothing contained in this letter or in the enclosed documents shall
constitute you or any other person as an agent of the Company, any affiliate of
the Company or the Exchange Agent, or authorize you or any other person to make
any statements or use any document on behalf of any of them in connection with
the Exchange Offer other than the enclosed documents and the statements
contained therein.