Exhibit 99.2
GENESIS HEALTHCARE CORPORATION
NOTICE OF GUARANTEED DELIVERY
For Tender of
8% Senior Subordinated Notes Due 2013
in exchange for
8% Senior Subordinated Notes Due 2013
which have been registered under the Securities Act of 1933, as amended
Pursuant to the Prospectus Dated June 17, 2004
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
JULY 22, 2004, UNLESS EXTENDED (THE "EXPIRATION DATE").
The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
By Regular, Registered or Certified Mail, By Facsimile
Overnight Courier or Hand Delivery (Eligible Institutions Only) To Confirm by Telephone
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The Bank of New York (212) 298-1915 (212) 815-3738
Corporate Trust Operations
Reorganization Unit
101 Barclay Street - 7 East
New York, NY 10286
Attn: Diane Amoroso
This notice of guaranteed delivery, or one substantially equivalent to
this form, must be used to accept the Exchange Offer (as defined below) of
Genesis HealthCare Corporation (the "Company") if (1) certificates for Genesis
HealthCare Corporation outstanding 8% Senior Subordinated Notes Due 2013 (the
"Initial Notes") are not immediately available, (2) Initial Notes, the Letter of
Transmittal and all other required documents cannot be delivered to the Exchange
Agent prior to the Expiration Date (as defined above) or (3) the procedures for
delivery by book-entry transfer cannot be completed prior to the Expiration
Date. This notice of guaranteed delivery may be transmitted by facsimile or
delivered by mail, hand or overnight courier to the Exchange Agent, as set forth
above, prior to the Expiration Date, and must include a signature guarantee by
an "Eligible Guarantor Institution" as set forth below. See "Exchange Offer
- --Procedures for Tendering Initial Notes" in the Prospectus (as defined below).
Capitalized terms not defined herein shall have the respective meanings ascribed
to them in the Prospectus.
Transmission of this Notice of Guaranteed Delivery via facsimile to a
number other than as set forth above or delivery of this Notice of Guaranteed
Delivery to an address other than as set forth above will not constitute a valid
delivery. The method of delivery of all documents, including certificates, is at
the election and risk of the holder and delivery will be deemed made only when
actually received by the Exchange Agent. If delivery is by mail, registered mail
with return receipt requested, properly insured, is recommended. Sufficient time
should be allowed to assure timely delivery. The instructions accompanying the
Letter of Transmittal should be read carefully before this Notice of Guaranteed
Delivery is completed.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If an "Eligible Guarantor Institution," as defined in the Letter of
Transmittal, is required to guarantee a signature on a Letter of Transmittal
pursuant to the instructions therein, such signature guarantee must appear in
the applicable space provided in the signature box in the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to Genesis HealthCare Corporation, a
Pennsylvania corporation, upon the terms and subject to the conditions set forth
in the prospectus dated June 17, 2004 (as it may be amended or supplemented from
time to time, the "Prospectus") and the accompanying Letter of Transmittal
(which together constitute the "Exchange Offer"), receipt of which is hereby
acknowledged, the aggregate principal amount of Initial Notes set forth below,
pursuant to the guaranteed delivery procedures set forth in the Prospectus under
the caption "The Exchange Offer -- Guaranteed Delivery Procedures."
The undersigned understands that no withdrawal of a tender of Initial
Notes may be made after 5:00 p.m., New York City time, on the Expiration Date.
The undersigned understands that for a withdrawal of a tender of Initial Notes
to be effective, a written notice of withdrawal that complies with the
requirements of the Exchange Offer must be timely received by the Exchange Agent
at its address specified on the cover of this Notice of Guaranteed Delivery
prior to the Expiration Date.
The undersigned understands that the exchange of Initial Notes for
Exchange Notes pursuant to the Exchange Offer will be made only after timely
receipt by the Exchange Agent of (i) such Initial Notes (or a book-entry
confirmation of the transfer of such Initial Notes into the Exchange Agent's
account at The Depository Trust Company ("DTC")), and (ii) the Letter of
Transmittal (or facsimile thereof) with respect to such Initial Notes, properly
completed and executed, with any required signature guarantees, this Notice of
Guaranteed Delivery and any other documents required by the Letter of
Transmittal or a properly transmitted agent's message. The term "agent's
message" means a message, transmitted by DTC to, and received by, the Exchange
Agent, and forming a part of the book-entry confirmation, which states that DTC
has received an express acknowledgement from each participant tendering Initial
Notes stating that the participant has received and agrees to be bound by the
Letter of Transmittal, and that the Company we may enforce the Letter of
Transmittal against such participant.
All questions as to the form of documents, validity, eligibility
(including time of receipt) and acceptance for exchange of tendered Initial
Notes will be determined by the Company, in its sole discretion, whose
determination shall be final and binding on all parties. The Company reserves
the absolute right, in its sole and absolute discretion, to reject any and all
tenders determined by the Company not to be in proper form or the acceptance of
which, or exchange for, may, in the view of the Company or its counsel, be
unlawful.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, legal representatives, personal
representatives, successors and assigns of the undersigned.
Principal Amount of Initial Notes Tendered: $ *
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Certificate Nos. of Initial Notes (if available):
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If Initial Notes will be delivered by book-entry transfer to The Depository
Trust Company, provide account number:
Depository Trust Company Account Number:
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* Must be in denominations of principal amount of $l,000 and any integral
multiple thereof.
PLEASE SIGN HERE
X
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X
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X
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(Signature(s) of Registered Holder(s) (Date)
or Authorized Signatory)
Must be signed by the registered holder(s) of Initial Notes exactly as
their name(s) appear(s) on certificate(s) for Initial Notes or on a security
position listing, or by person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Notice of Guaranteed Delivery.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his, her or its full title
below.
Please type or print name(s) and address(es)
Name(s):
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Capacity (full title), if signing in a fiduciary or representative capacity:
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Address(es) (including zip code(s)):
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Telephone Number(s) (including area code):
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Questions and requests for assistance and requests for additional copies of the
Prospectus, the Letter of Transmittal and this Notice of Guaranteed Delivery may
be directed to the Exchange Agent at the address specified on the cover hereof
or to your broker, dealer, commercial bank, trust company or other nominee.
GUARANTEE OF DELIVERY
(This section must be completed; not to be used for signature guarantee)
The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," hereby guarantees to deliver to the Exchange Agent, at its number
or address set forth above, either the Initial Notes tendered hereby in proper
form for transfer or confirmation of the book-entry transfer of such Initial
Notes to the Exchange Agent's account at DTC, pursuant to the procedures for
book-entry transfer set forth in the Prospectus, together with one or more
properly completed and duly executed Letters of Transmittal (or facsimile
thereof), or an agent's message (as defined in the Prospectus) in lieu thereof,
and any other documents required by the Letter of Transmittal prior to 5:00
P.M., New York City time, on the third New York Stock Exchange trading date
after the Expiration Date, pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer -- Guaranteed
Delivery Procedures."
The undersigned acknowledges that no tender is complete unless the
Exchange Agent receives all necessary documents within three New York Stock
Exchange trading days after the Expiration Date and that the failure to deliver
the necessary documents within such time period may result in financial loss to
the undersigned.
Name of Firm:
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Address (including zip code):
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Telephone Number (including area code):
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Authorized Signature:
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Name (please print or type):
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Title:
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Date:
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DO NOT SEND CERTIFICATES FOR THE INITIAL NOTES WITH THIS NOTICE OF GUARANTEED
DELIVERY. ACTUAL SURRENDER OF INITIAL NOTES MUST BE MADE PURSUANT TO, AND
ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND
ANY OTHER REQUIRED DOCUMENTS.