Exhibit 99.3
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 Our Clients:
Enclosed for your consideration is a prospectus dated June 17, 2004 (as
the same may be amended or supplemented from time to time, the "Prospectus") and
the accompanying Letter of Transmittal (which together constitute the "Exchange
Offer") relating to the offer by Genesis HealthCare Corporation, a Pennsylvania
corporation (the "Company"), to exchange an aggregate principal amount of up to
$225,000,000 of its 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 its 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. Initial
Notes may be tendered in a principal amount of $1,000 and integral multiples of
$l,000.
We are forwarding the enclosed materials to you as the beneficial owner
of Initial Notes held by us for your account or benefit but not registered in
your name. We may tender Initial Notes in the Exchange Offer as the registered
holder only if you so instruct us. Therefore, the Company urges you, as a
beneficial owner of Initial Notes registered in our name, to contact us promptly
if you wish to exchange Initial Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to
exchange any or all Initial Notes held by us for your account or benefit
pursuant to the terms and conditions set forth in the Prospectus and Letter of
Transmittal. We urge you to read carefully the Prospectus and Letter of
Transmittal before instructing us to exchange your Initial Notes.
You should forward instructions to us as promptly as possible in order
to permit us to exchange Initial Notes on your behalf in accordance with the
terms of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New
York City time, on the Expiration Date. A tender of Initial Notes may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration
Date.
We call your attention to the following:
1. The Exchange Offer is for the exchange of $l,000 principal amount of
Exchange Notes for each $1,000 principal amount of Initial Notes.
$225,000,000 aggregate principal amount of the 8% Senior
Subordinated Notes due 2013 are outstanding as of the date of the
Prospectus.
2. Based upon interpretations by the staff of the Securities and
Exchange Commission (the "SEC") set forth in no action letters
issued to unrelated third parties in other transactions, Exchange
Notes issued pursuant to the Exchange Offer in exchange for Initial
Notes may be offered for resale, resold and otherwise transferred by
a holder thereof (other than a holder that is an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act or a
"broker" or "dealer" registered under the Securities Exchange Act of
1934, as amended (the "Exchange Act")), without compliance with the
registration and prospectus delivery provisions of the Securities
Act, provided that such Exchange Notes are acquired in the ordinary
course of such holder's business and such holder is has not engaged
in, does not intend to engage in , and has no arrangement or
understanding with any person to participate in, the distribution of
such Exchange Notes. See "Shearman & Sterling," SEC No-Action Letter
(available July 2, 1993), "Morgan Stanley & Co., Inc.," SEC
No-Action Letter (available June 5, 1991) and "Exxon Capital Holding
Corporation," SEC No-Action Letter (available May 13, 1988).
Accordingly, each broker-dealer that receives Exchange Notes for its
own account pursuant to the Exchange Offer must acknowledge that it
will deliver a prospectus meeting the requirements of the Securities
Act in connection with any resale of such Exchange Notes; however,
by so acknowledging and by delivering a prospectus meeting the
requirements of the Securities Act, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
3. 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.
4. The Exchange Offer is not conditioned on any minimum aggregate
principal amount of Initial Notes being tendered. The Exchange Notes
will be exchanged for the Initial Notes at the rate of $1,000
principal amount of Initial Notes.
5. Tendered Initial Notes may be withdrawn at any time prior to 5:00
p.m., New York City time, on the Expiration Date.
6. The Company has agreed to pay certain of the expenses of the
Exchange Offer, and will pay any transfer taxes incident to the
transfer of Initial Notes from the tendering holder to the Company,
except as provided in the Prospectus and the Letter of Transmittal.
Genesis HealthCare Corporation is not making the Exchange Offer to, nor
will it 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 that jurisdiction.
If you wish us to tender any or all of your Initial Notes held by us
for your account or benefit, please so instruct us by completing, executing and
returning to us the attached instruction form. The accompanying Letter of
Transmittal is furnished to you for informational purposes only and may not be
used by you to exchange Initial Notes held by us and registered in our name for
your account or benefit.
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INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the materials
enclosed with and referred to in your letter relating to the Exchange Offer made
by the Company with respect to the Initial Notes.
This will instruct you to tender for exchange the aggregate principal
amount of Initial Notes indicated below or, if no aggregate principal amount is
indicated below, all Initial Notes held by you for the account or benefit of the
undersigned, pursuant to the terms and conditions set forth in the Prospectus
and the Letter of Transmittal.
The undersigned expressly agrees to be bound by the enclosed Letter of
Transmittal and that such Letter of Transmittal may be enforced against the
undersigned, unless withdrawn timely.
If the undersigned instructs you to tender Initial Notes held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations that (i) the
Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the
ordinary course of business of the person receiving such Exchange Notes, whether
or not such person is the undersigned, (ii) neither the undersigned nor any such
other person has engaged in, intends to engage in, or has any arrangement or
understanding with any person to participate in, the distribution of such
Exchange Notes, (iii) the undersigned is not an "affiliate," as defined under
Rule 405 of the Securities Act, of the Company. If the undersigned is a
broker-dealer that will receive Exchange Notes for its own account in exchange
for Initial Notes that were acquired as a result of market-making activities or
other trading activities, it acknowledges that it will deliver a copy of a
prospectus in connection with any resale of the Exchange Notes; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
[ ] Please tender the Initial Notes held by you for my account as indicated
below:
Aggregate principal amount of Initial Notes to be tendered for
exchange: $______________________ *
* I (we) understand that if I (we) sign this instruction form without
indicating an aggregate principal amount of Initial Notes in the space
above, all Initial Notes held by you for my (our) account will be
tendered for exchange.
[ ] Please do not tender any Initial Notes held by you for my account.
Signature(s):
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Name(s) (Please type or print):
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Tax Identification or Social Security Number(s):
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Capacity (full title), if signing in a fiduciary or representative capacity:
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Telephone Number(s) (including area code):
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Address(es) (including zip code(s)):
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Date:
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