EXHIBIT 24.2
CERTAIN GUARANTORS
Power of Attorney
of Director and/or Officer
Each of the undersigned directors and/or officers of the guarantors
attached hereto as Exhibit A (the "Guarantors") does hereby make, constitute,
and appoint R. Jeffrey Bixler and Geoffrey G. Meyers, each of the undersigned's
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for each undersigned and in each undersigned's name, place,
and stead, to sign and affix each undersigned's name as such director and/or
officer of said Guarantors to a Registration Statement or Registration
Statements, on Form S-4 or other applicable form, and any or all amendments,
including post-effective amendments, thereto, and all registration statements
for the same offering that are to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the "Act"), to be filed by
said Guarantors with the Securities and Exchange Commission, Washington, D.C. in
connection with the registration under the Act of securities proposed to be
exchanged for securities issued privately by Manor Care, Inc. and guaranteed by
said Guarantors, and file the same, with all exhibits thereto and other
supporting documents pertaining to the registration of the securities covered
thereby, with said Commission, granting unto said attorneys-in-fact and agents,
and each or any of them, full power and authority to do and perform each and
every act and thing requisite and necessary or incidental to the performance and
execution of the powers herein expressly granted, to be done in and about the
premises, as fully to all intents and purposes as each of the undersigned might
or could do in person, hereby ratifying and confirming that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this power of
attorney this 24th day of July, 2003.
/s/ R. Jeffrey Bixler
-------------------------------
R. Jeffrey Bixler
/s/ Geoffrey G. Meyers
-------------------------------
Geoffrey G. Meyers
/s/ Spencer C. Moler
-------------------------------
Spencer C. Moler
/s/ Paul A. Ormond
-------------------------------
Paul A. Ormond
EXHIBIT A
Guarantors
AMERICAN HOSPITAL BUILDING
CORPORATION
AMERICANA HEALTHCARE CENTER OF
PALOS TOWNSHIP, INC.
AMERICANA HEALTHCARE CORPORATION
OF GEORGIA
AMERICANA HEALTHCARE CORPORATION
OF NAPLES
ANCILLARY SERVICES MANAGEMENT, INC.
BAILY NURSING HOME, INC.
BIRCHWOOD MANOR, INC.
BLUE RIDGE REHABILITATION SERVICES,
INC.
CANTERBURY VILLAGE, INC.
CHARLES MANOR, INC.
CHESAPEAKE MANOR, INC.
DEKALB HEALTHCARE CORPORATION
DEVON MANOR CORPORATION
DISTCO, INC.
DIVERSIFIED REHABILITATION SERVICES,
INC.
DONAHOE MANOR, INC.
EAST MICHIGAN CARE CORPORATION
EXECUTIVE ADVERTISING, INC.
EYE-Q NETWORK, INC.
FOUR SEASONS NURSING CENTERS, INC.
GEORGIAN BLOOMFIELD, INC.
GREENVIEW MANOR, INC.
HCR HOSPITAL HOLDING COMPANY, INC.
HCR MANORCARE MEDICAL SERVICES OF
FLORIDA, INC.
HCR PHYSICIAN MANAGEMENT SERVICES,
INC.
HCRA OF TEXAS, INC.
HEARTLAND CAREPARTNERS, INC.
HEARTLAND HOME CARE, INC.
HEARTLAND HOME HEALTH CARE
SERVICES, INC.
HEARTLAND HOSPICE SERVICES, INC.
HEARTLAND MANAGEMENT SERVICES,
INC.
HEARTLAND REHABILITATION SERVICES
OF FLORIDA, INC.
HEARTLAND SERVICES CORP.
HERBERT LASKIN, RPT - JOHN MCKENZIE,
RPT PHYSICAL THERAPY PROFESSIONAL
ASSOCIATES, INC.
HGCC OF ALLENTOWN, INC.
INDUSTRIAL WASTES, INC.
IONIA MANOR, INC.
JACKSONVILLE HEALTHCARE
CORPORATION
KENSINGTON MANOR, INC.
KNOLLVIEW MANOR, INC.
LEADER NURSING AND REHABILITATION
CENTER OF BETHEL PARK, INC.
LEADER NURSING AND REHABILITATION
CENTER OF GLOUCESTER, INC.
LEADER NURSING AND REHABILITATION
CENTER OF SCOTT TOWNSHIP, INC.
LEADER NURSING AND REHABILITATION
CENTER OF VIRGINIA INC.
LINCOLN HEALTH CARE, INC.
MANOR CARE AVIATION, INC.
MANOR CARE OF AKRON, INC.
MANOR CARE OF ARIZONA, INC.
MANOR CARE OF ARLINGTON, INC.
MANOR CARE OF BOCA RATON, INC.
MANOR CARE OF BOYNTON BEACH, INC.
MANOR CARE OF CANTON, INC.
MANOR CARE OF CENTERVILLE, INC
MANOR CARE OF CHARLESTON, INC.
MANOR CARE OF CINCINNATI, INC.
MANOR CARE OF COLUMBIA, INC.
MANOR CARE OF DARIEN, INC.
MANOR CARE OF DELAWARE COUNTY, INC.
MANOR CARE OF DUNEDIN, INC.
MANOR CARE OF FLORIDA, INC.
MANOR CARE OF HINSDALE, INC.
MANOR CARE OF KANSAS, INC.
MANOR CARE OF KINGSTON COURT, INC.
MANOR CARE OF LARGO, INC.
MANOR CARE OF LEXINGTON, INC.
MANOR CARE OF MEADOW PARK, INC.
MANOR CARE OF MIAMISBURG, INC
MANOR CARE OF NORTH OLMSTED, INC.
MANOR CARE OF PINEHURST, INC.
MANOR CARE OF PLANTATION, INC.
MANOR CARE OF ROLLING MEADOWS, INC.
MANOR CARE OF ROSSVILLE, INC.
MANOR CARE OF SARASOTA, INC.
MANOR CARE OF WILLOUGHBY, INC.
MANOR CARE OF WILMINGTON, INC.
MANOR CARE OF YORK (NORTH), INC.
MANOR CARE OF YORK (SOUTH), INC.
MANOR CARE PROPERTIES, INC.
MANORCARE HEALTH SERVICES OF
BOYNTON BEACH, INC.
MANORCARE HEALTH SERVICES OF
NORTHHAMPTON COUNTY, INC.
MANORCARE HEALTH SERVICES OF
VIRGINIA, INC.
MARINA VIEW MANOR, INC.
MEDI-SPEECH SERVICE, INC.
MID-SHORE PHYSICAL THERAPY
ASSOCIATES, INC.
MILESTONE HEALTH SYSTEMS, INC.
MILESTONE HEALTHCARE, INC.
MILESTONE REHABILITATION SERVICES,
INC.
MILESTONE STAFFING SERVICES, INC.
MILESTONE THERAPY SERVICES, INC.
MNR FINANCE CORP.
MRC REHABILITATION, INC.
NEW MANORCARE HEALTH SERVICES, INC.
PEAK REHABILITATION, INC.
PERRYSBURG PHYSICAL THERAPY, INC
PHYSICAL OCCUPATIONAL AND SPEECH
THERAPY, INC.
PNEUMATIC CONCRETE, INC.
PORTFOLIO ONE, INC.
REHABILITATION ADMINISTRATION
CORPORATION
REHABILITATION ASSOCIATES, INC.
REHABILITATION SERVICES OF ROANOKE,
INC.
REINBOLT & BURKAM, INC.
RICHARDS HEALTHCARE, INC.
RIDGEVIEW MANOR, INC.
ROLAND PARK NURSING CENTER, INC.
RVA MANAGEMENT SERVICES, INC.
SILVER SPRING - WHEATON NURSING
HOME, INC.
SPRINGHILL MANOR, INC.
STEWALL CORPORATION
STRATFORD MANOR, INC.
STUTEX CORP.
SUN VALLEY MANOR, INC.
THE NIGHTINGALE NURSING HOME, INC.
THERAPY ASSOCIATES, INC.
THERASPORT PHYSICAL THERAPY, INC.
THREE RIVERS MANOR, INC.
TOTALCARE CLINICAL LABORATORIES,
INC.
WASHTENAW HILLS MANOR, INC.
WHITEHALL MANOR, INC.
COLEWOOD LIMITED PARTNERSHIP
HCR HOSPITAL, LLC
BOOTH LIMITED PARTNERSHIP
CERTAIN GUARANTORS
Power of Attorney
of Director and/or Officer
Each of the undersigned directors and/or officers of the guarantors
attached hereto as Exhibit A (the "GUARANTORS") does hereby make, constitute,
and appoint R. Jeffrey Bixler and Geoffrey G. Meyers, each of the undersigned's
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for each undersigned and in each undersigned's name, place,
and stead, to sign and affix each undersigned's name as such director and/or
officer of said Guarantor to a Registration Statement or Registration
Statements, on Form S-4 or other applicable form, and any or all amendments,
including post-effective amendments, thereto, and all registration statements
for the same offering that are to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the "Act"), to be filed by
said Guarantor with the Securities and Exchange Commission, Washington, D.C. in
connection with the registration under the Act of securities proposed to be
exchanged for securities issued privately by Manor Care, Inc. and guaranteed by
said Guarantor, and file the same, with all exhibits thereto and other
supporting documents pertaining to the registration of the securities covered
thereby, with said Commission, granting unto said attorneys-in-fact and agents,
and each or any of them, full power and authority to do and perform each and
every act and thing requisite and necessary or incidental to the performance and
execution of the powers herein expressly granted, to be done in and about the
premises, as fully to all intents and purposes as each of the undersigned might
or could do in person, hereby ratifying and confirming that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 24th day of July, 2003.
/s/ Geoffrey G. Meyers
-------------------------------------
Geoffrey G. Meyers
/s/ Spencer C. Moler
-------------------------------------
Spencer C. Moler
/s/ Paul A. Ormond
-------------------------------------
Paul A. Ormond
/s/ M. Keith Weikel
-------------------------------------
M. Keith Weikel
EXHIBIT A
Guarantors
HCR HOME HEALTH CARE AND HOSPICE,
INC.
HCR INFORMATION CORPORATION
HCR REHABILITATION CORP.
HCRC INC.
HEALTH CARE AND RETIREMENT
CORPORATION OF AMERICA
HEARTLAND EMPLOYMENT SERVICES, INC.
HEARTLAND INFORMATION SERVICES, INC.
(f/k/a Heartland Medical Information Services, Inc.)
HEARTLAND REHABILITATION SERVICES,
INC.
IN HOME HEALTH, INC.
MANOR CARE OF AMERICA, INC
MANORCARE HEALTH SERVICES, INC.
ANNANDALE ARDEN, LLC
BAINBRIDGE ARDEN, LLC
BINGHAM FARMS ARDEN, LLC
COLONIE ARDEN, LLC
CRESTVIEW HILLS, LLC
FIRST LOUISVILLE ARDEN, LLC
GENEVA ARDEN LLC
HANOVER ARDEN, LLC
JEFFERSON ARDEN, LLC
KENWOOD ARDEN, LLC
LIVONIA ARDEN, LLC
MEMPHIS ARDEN, LLC
NAPA ARDEN, LLC
ROANOKE ARDEN, LLC
SAN ANTONIO ARDEN, LLC
SILVER SPRING ARDEN, LLC
SUSQUEHANNA ARDEN LLC
TAMPA ARDEN, LLC
WALL ARDEN, LLC
WARMINSTER ARDEN LLC
WILLIAMS VILLE ARDEN, LLC
BATH ARDEN, LLC
CLAIRE BRIDGE OF ANDERSON, LLC
CLAIRE BRIDGE OF AUSTIN, LLC
CLAIRE BRIDGE OF KENWOOD, LLC
CLAIRE BRIDGE OF SAN ANTONIO, LLC
CLAIRE BRIDGE OF SUSQUEHANNA, LLC
CLAIRE BRIDGE OF WARMINSTER, LLC
FRESNO ARDEN, LLC
MESQUITE HOSPITAL, LLC
TUSCAWILLA ARDEN, LLC
ANCILLARY SERVICES, LLC
HCR MANORCARE MESQUITE, L.P.