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EXHIBIT 99.4
LETTER TO BENEFICIAL HOLDERS REGARDING THE OFFER TO EXCHANGE
ANY AND ALL OUTSTANDING 8.00% SENIOR NOTES DUE 2008
FOR
8.00% SENIOR NOTES DUE 2008
OF
MANOR CARE, INC.
PURSUANT TO THE PROSPECTUS DATED _____________, 2001
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
____________, 2001, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE
EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT
ANY TIME PRIOR THE EXPIRATION DATE.
__________, 2001
To Our Clients:
Enclosed for you consideration is a Prospectus dated , 2001
(the "Prospectus") and a Letter of Transmittal (the "Letter of Transmittal")
that together constitute the offer (the "Exchange Offer") by Manor Care, Inc., a
Delaware corporation (the "Company"), to exchange up to $200,000,000 in
principal amount of its 8.00% Senior Notes due 2008 (the "Exchange Notes"),
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for any and all outstanding 8.00% Senior Notes due 2008,
issued and sold in a transaction exempt from registration under the Securities
Act (the "Private Notes"), upon the terms and conditions set forth in the
Prospectus. The Prospectus and Letter of Transmittal more fully describe the
Exchange Offer. Capitalized terms used but not defined herein have the meanings
given to them in the Prospectus.
These materials are being forwarded to you as the beneficial
owner of Private Notes carried by us for your account or benefit but not
registered in your name. A tender of any Private Notes may be made only by us as
the registered holder and pursuant to your instructions. Therefore, the Company
urges beneficial owners of Private Notes registered in the name of a broker,
dealer, commercial bank, trust company or other nominee to contact such
registered holder promptly if they wish to tender Private Notes in the Exchange
Offer.
Accordingly, we request instructions as to whether you wish us
to tender any or all of your Private Notes, 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
tender your Private Notes.
Your instructions to us should be forwarded as promptly as
possible in order to permit us to tender Private Notes on your behalf in
accordance with the provisions of the Exchange Offer. THE EXCHANGE OFFER WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _____________, 2001. Private Notes
tendered pursuant to the Exchange Offer may be withdrawn, subject to the
procedures described in the Prospectus, at any time prior to the Expiration
Date.
If you wish to have us tender any or all of your Private Notes
held by us for your account or benefit, please so instruct us by completing,
executing and returning to us the instruction form that appears below. The
accompanying Letter of Transmittal is furnished to you for informational
purposes only and may not be used by you to tender Private Notes held by us and
registered in our name for your account or benefit.
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INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF 8.00% SENIOR NOTES DUE 2008
OF MANOR CARE, INC.
The undersigned acknowledge(s) receipt of your letter and the
enclosed materials referred to therein relating to the Exchange Offer of the
Company. Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus.
This will instruct you to tender the principal amount of
Private Notes indicated below held by you for the account or benefit of the
undersigned, pursuant to the terms of and conditions set forth in the Prospectus
and the Letter of Transmittal.
The aggregate face amount of the Private Notes held by you for
the account of the undersigned is (fill in amount):
$___________ of the Private Notes.
With respect to the Exchange Offer, the undersigned hereby
instructs you (check appropriate box):
[ ] To TENDER the following Private Notes held by you for the
account of the undersigned (insert principal amount of Private Notes to be
tendered, if any):
$___________ of the Private Notes.
[ ] NOT to TENDER any Private Notes held by you for the
account of the undersigned.
If the undersigned instructs you to tender the Private Notes
held by you for the account of the undersigned, it is understood that you are
authorized (a) 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 of the Private Notes, including but not
limited to the representations that (i) the undersigned's principal residence is
in the state of (fill in state) _____________, (ii) the undersigned is acquiring
the Exchange Notes in the ordinary course of business of the undersigned, (iii)
the undersigned has no arrangement or understanding with any person to
participate in the distribution of Exchange Notes, (iv) the undersigned
acknowledges that any person who is a broker-dealer registered under the
Exchange Act or is participating in the Exchange Offer for the purpose of
distributing the Exchange Notes must comply with the registration and prospectus
delivery requirements of Section 10 of the Securities Act in connection with a
secondary resale transaction of the Exchange Notes acquired by such person and
cannot rely on the position of the Staff of the Securities and Exchange
Commission set forth in certain no action letters (See the section of the
Prospectus entitled "The Exchange Offer -- Effect of the Exchange Offer"), (v)
the undersigned understands that a secondary resale transaction described in
clause (iv) above and any resales of Exchange Notes obtained by the undersigned
in exchange for the Private Notes acquired by the undersigned directly from the
Company should be covered by an effective registration statement containing the
selling securityholder information required by Item 507 or Item 508, if
applicable, of Regulation S-K of the Commission, (vi) the undersigned is not an
"affiliate," as defined in Rule 405 under the Securities Act, of the Company,
and (vii) if the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Private Notes that were acquired as a result
of market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus meeting the requirements of Section 10 of the
Securities Act in connection with any resale of such Exchange Notes; however, by
so acknowledging and by delivering such prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act; (b) to agree, on behalf of the
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undersigned, as set forth in the Letter of Transmittal; and (c) to take such
other action as necessary under the Prospectus or the Letter of Transmittal to
effect the valid tender of Private Notes.
The purchaser status of the undersigned is (check the box that
applies):
[ ] A "Qualified Institutional Buyer" (as defined in Rule 144A under the
Securities Act)
[ ] An "Institutional Accredited Investor" (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act)
[ ] A non "U.S. person" (as defined in Regulation S of the Securities Act)
that purchased the Private Notes outside the United States in
accordance with Rule 904 of the Securities Act
[ ] Other (describe)
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SIGN HERE
Name of Beneficial Owner(s):
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Signature(s):
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Name(s) (please print):
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Address:
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Principal place of business (if different from address listed above):
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Telephone Number(s):
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Taxpayer Identification or Social Security Number(s):
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Date:
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