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 full power to act without the other, for each of the undersigned and in each
undersigned's name, place and stead, in any and all capacities, to sign and
affix each of the undersigned's name as such director and/or officer of said
Guarantors to the registration statement or registration statements on Form S-3
to which this power of attorney is attached, and any and all amendments to the
registration statement (including without limitation any post-effective
amendments thereto), and any registration statement for the same offering that
is to be effective under rule 462(b) of the Securities Act of 1933, and to file
each of the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully, to all intents
and purposes, as each of the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, each of the undersigned has executed this power of
attorney this 17th day of October, 2005.
/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
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 MANORCARE MEDICAL SERVICES OF
FLORIDA, INC.
HCR PHYSICIAN MANAGEMENT SERVICES,
INC.
HCRA OF TEXAS, INC.
HCR MANORCARE SERVICES, INC. (F/K/A 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.
HEARTLAND THERAPY PROVIDER NETWORK, INC.
HERBERT LASKIN, RPT - JOHN MCKENZIE,
RPT PHYSICAL THERAPY PROFESSIONAL
ASSOCIATES, INC.
HGCC OF ALLENTOWN, INC.
INDUSTRIAL WASTES, INC.
IONIA MANOR, INC.
JACKSONVILLE HEALTHCARE
CORPORATION
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 CANTON, 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 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 ROLLING MEADOWS, INC.
MANOR CARE OF ROSSVILLE, 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 SUPPLY COMPANY
MANORCARE HEALTH SERVICES OF
OKLAHOMA, 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.
PEAK REHABILITATION, INC.
PERRYSBURG PHYSICAL 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.
THERASPORT PHYSICAL THERAPY, INC.
THREE RIVERS MANOR, INC.
TOTALCARE CLINICAL LABORATORIES,
INC.
WASHTENAW HILLS MANOR, INC.
WHITEHALL MANOR, INC.
COLEWOOD LIMITED PARTNERSHIP
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 full power to act without the other, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign and
affix the undersigned's name as such director of said Guarantors to the
registration statement or registration statements on Form S-3 to which this
power of attorney is attached, and any and all amendments to the registration
statement (including without limitation any post-effective amendments thereto),
and any registration statement for the same offering that is to be effective
under rule 462(b) of the Securities Act of 1933, and to file each of the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as each
of the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, 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 17th day of October, 2005.
/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, LLC
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 ARDEN, 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
WILLIAMSVILLE 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
TUSCAWILLA ARDEN, LLC
ANCILLARY SERVICES, LLC
HEARTLAND CARE, LLC