EX-24.2 11 l87647aex24-2.txt EXHIBIT 24.2 1 EXHIBIT 24.2 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 25th day of April, 2001. /s/ Paul A. Ormond -------------------------- Paul A. Ormond /s/ Geoffrey G. Meyers -------------------------- Geoffrey G. Meyers /s/ Spencer C. Moler -------------------------- Spencer C. Moler 2 EXHIBIT A Guarantors ALBUQUERQUE ARDEN, LLC 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. ANCILLARY SERVICES, LLC ANNANDALE ARDEN, LLC ARCHIVE ACQUISITION, INC. ARCHIVE RETRIEVAL SYSTEMS, INC. BAILY NURSING HOME, INC. BAINBRIDGE ARDEN, LLC BATH ARDEN, LLC BINGHAM FARMS ARDEN, LLC BIRCHWOOD MANOR, INC. BLUE RIDGE REHABILITATION SERVICES, INC. BOOTH LIMITED PARTNERSHIP CANTERBURY VILLAGE, INC. CHARLES MANOR, INC. CHESAPEAKE MANOR, INC. 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 COLEWOOD LIMITED PARTNERSHIP COLONIE ARDEN, LLC CRESTVIEW HILLS ARDEN, LLC DEKALB HEALTHCARE CORPORATION DEVON MANOR CORPORATION DISTCO, INC. DIVERSIFIED REHABILITATION SERVICES, INC. DONAHOE MANOR, INC. 3 EAST MICHIGAN CARE CORPORATION EMERSON SPRINGHOUSE, LLC EXECUTIVE ADVERTISING, INC. EYE-Q NETWORK, INC. FIRST LOUISVILLE ARDEN, LLC FOUR SEASONS NURSING CENTERS, INC. FRESNO ARDEN, LLC GENEVA ARDEN, LLC GEORGIAN BLOOMFIELD, INC. GREENVIEW MANOR, INC. HANOVER ARDEN, LLC HCR ACQUISITION CORPORATION HCR HOME HEALTH CARE AND HOSPICE, INC. HCR HOSPITAL HOLDING COMPANY, INC. HCR HOSPITAL, LLC HCR INFORMATION CORPORATION HCR MANORCARE MEDICAL SERVICES OF FLORIDA, INC. HCR MANORCARE MESQUITE, L.P. HCR PHYSICIAN MANAGEMENT SERVICES, INC. HCR REHABILITATION CORP. HCRA OF TEXAS, INC. HCRC INC. HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA HEALTHCARE CONSTRUCTION CORP. HEARTLAND CAREPARTNERS, INC. HEARTLAND EMPLOYMENT SERVICES, INC. HEARTLAND HOME CARE, INC. HEARTLAND HOME HEALTH CARE SERVICES, INC. HEARTLAND HOSPICE SERVICES, INC. HEARTLAND MANAGEMENT SERVICES, INC. HEARTLAND MEDICAL INFORMATION SERVICES, INC. HEARTLAND REHABILITATION SERVICES OF FLORIDA, INC. HEARTLAND REHABILITATION SERVICES, INC. HEARTLAND SERVICES CORP. HERBERT LASKIN, RPT - JOHN MCKENZIE, RPT PHYSICAL THERAPY PROFESSIONAL ASSOCIATES, INC. HGCC OF ALLENTOWN, INC. IN HOME HEALTH, INC. INDUSTRIAL WASTES, INC. 4 IONIA MANOR, INC. JACKSONVILLE HEALTHCARE CORPORATION JEFFERSON ARDEN, LLC KANSAS SKILLED NURSING, LLC KENSINGTON MANOR, INC. KENWOOD ARDEN, LLC KNOLLVIEW MANOR, INC. LAKE ZURICH ARDEN, LLC LAURELDALE ARDEN, LLC 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. LEXINGTON ARDEN, LLC LINCOLN HEALTH CARE, INC. LINWOOD ARDEN, LLC LIVONIA ARDEN, LLC MANOR CARE AVIATION, INC. MANOR CARE MANAGEMENT CORPORATION MANOR CARE OF AKRON, INC. MANOR CARE OF AMERICA, 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. 5 MANOR CARE OF MEADOW PARK, INC. MANOR CARE OF MIAMISBURG, INC MANOR CARE OF NORTH OLMSTEAD, 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. MANOR LIVING CENTERS, INC. MANORCARE HEALTH SERVICES OF BOYNTON BEACH, INC. MANORCARE HEALTH SERVICES OF GEORGIA, INC. MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY, INC. MANORCARE HEALTH SERVICES OF VIRGINIA, INC. MANORCARE HEALTH SERVICES, INC. MARINA VIEW MANOR, INC. MCHS OF NEW YORK, INC. MEDICAL AID TRAINING SCHOOLS, INC. MEDI-SPEECH SERVICE, INC. MEMPHIS ARDEN, LLC MESQUITE HOSPITAL, LLC METUCHEN ARDEN, LLC MIDDLETOWN ARDEN, LLC 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. MONROE ARDEN, LLC MOORESTOWN ARDEN, LLC MRC REHABILITATION, INC. MRS, INC. NAPA ARDEN, LLC 6 NASHVILLE ARDEN, LLC NEW MANORCARE HEALTH SERVICES, INC. NISHAYUNA ARDEN, LLC OVERLAND PARK ARDEN, LLC OVERLAND PARK SKILLED NURSING, LLC 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. ROANOKE ARDEN, LLC ROCKFORD ARDEN, LLC ROCKLEIGH ARDEN, LLC ROLAND PARK NURSING CENTER, INC. RVA MANAGEMENT SERVICES, INC. SAN ANTONIO ARDEN, LLC SECOND LOUISVILLE ARDEN, LLC SETAUKET ARDEN, LLC SILVER SPRING - WHEATON NURSING HOME, INC. SILVER SPRING ARDEN, LLC SPRINGHILL MANOR, INC. STEWALL CORPORATION STRATFORD MANOR, INC. STUTEX CORP. SUN VALLEY MANOR, INC. SUSQUEHANNA ARDEN LLC TAMPA ARDEN, LLC THE NIGHTINGALE NURSING HOME, INC. THERAPY ASSOCIATES, INC. THERASPORT PHYSICAL THERAPY, INC. THREE RIVERS MANOR, INC. TOM'S RIVER ARDEN, LLC TOTALCARE CLINICAL LABORATORIES, INC. 7 TUSCAWILLA ARDEN, LLC TUSTIN ARDEN, LLC WALL ARDEN, LLC WARMINSTER ARDEN LLC WASHTENAW HILLS MANOR, INC. WAYNE ARDEN, LLC WAYNE SPRINGHOUSE, LLC WEST DEPTFORD ARDEN, LLC WEST ORANGE ARDEN, LLC WEST ORANGE SPRINGHOUSE, LLC WEST WINDSOR ARDEN, LLC WHITEHALL MANOR, INC. WILLIAMS VILLE ARDEN, LLC 8 CERTAIN GUARANTORS Power of Attorney of Director The undersigned director of the guarantors attached hereto as Exhibit A (the "Guarantors") does hereby make, constitute, and appoint R. Jeffrey Bixler and Geoffrey G. Meyers, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place, and stead, to sign and affix the undersigned's name as such director 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 certain other 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 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, the undersigned has executed this power of attorney this 25th day of April, 2001. /s/ M. Keith Weikel ------------------------- M. Keith Weikel 9 EXHIBIT A Guarantors HCR INFORMATION CORPORATION HEARTLAND MEDICAL INFORMATION SERVICES, INC.