-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D9mBqxReBwW6Hs8VSZwjGeWKm6/gry33IgxB/VdpAs2Pk3/0F2vWw0iq1bnn1V7M SF2Wd/FN+fT6BV+Bud8J6g== 0000950124-96-002345.txt : 19960525 0000950124-96-002345.hdr.sgml : 19960525 ACCESSION NUMBER: 0000950124-96-002345 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960524 EFFECTIVENESS DATE: 19960612 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MULTICARE COMPANIES INC CENTRAL INDEX KEY: 0000890925 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 223152527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-04545 FILM NUMBER: 96572510 BUSINESS ADDRESS: STREET 1: 411 HACKENSACK AVE CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 2014888818 MAIL ADDRESS: STREET 1: 411 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 S-8 1 S-8 1 As filed with the Securities and Exchange Commission on May 24, 1996 Registration No. ---------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE MULTICARE COMPANIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 22-3152527 ------------------------------------ (I.R.S. Employer Identification No.) 411 Hackensack Avenue, Hackensack, New Jersey 07601 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) THE MULTICARE COMPANIES, INC. NON-EMPLOYEE DIRECTORS RETAINER AND MEETING FEE PLAN --------------------------------------- (Full title of the plan) BRADFORD C. BURKETT, ESQ. Vice President and General Counsel The Multicare Companies, Inc. 411 Hackensack Avenue Hackensack, New Jersey 07601 (201) 488-8818 - -------------------------------------------------------------------------------- (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
============================================================================================================= Title of Securities Amount to be Proposed Proposed Amount of to be Registered Registered Maximum Maximum Registration Fee Offering Price per Aggregate Offering Share * Price * - ------------------------------------------------------------------------------------------------------------- Common Stock 50,000 shares $30.438 $1,521,900 $524.79 $0.01 par Value =============================================================================================================
* Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low prices reported in the New York Stock Exchange consolidated reporting system as of May 20, 1996. 2 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents By Reference. The Registrant (also referred to herein as the "Company") hereby incorporates by reference into this Registration Statement the following documents: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1995. (b) All other reports, if any, filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since March 31, 1996. (c) The description of the Registrant's Common Stock, $.01 par value, set forth in the Company's Registration Statement on Form 8-A dated August 16, 1995 ("Common Stock"). All documents filed by the Registrant with the Commission after the date of this Registration Statement under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and before the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or misrepresented for purposes of this Prospectus to the extent that a statement contained herein (with respect to a statement contained in a document incorporated by reference herein) or in any subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware (the "GCL") empowers a corporation, subject to certain limitations, to indemnify its directors and officers against actual and reasonable expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with litigation against them in their capacities as directors and officers. As permitted by such Section, the Company's Certificate of Incorporation provides that the Company shall indemnify any person who was or is made a party or is threatened to be made a party to any action, suit or proceeding (whether civil or otherwise) by reason of the fact that such person is or was a director or officer of the Company or by reason of the fact that such director or officer, at the 2 3 request of the Company, is or was serving any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity, to the fullest extent authorized or permitted by the GCL. The By-laws of the Company provide that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the Company by reason of the fact that such person is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the fullest extent and in the manner set forth and permitted by the GCL or any other applicable law, as from time to time in effect. The Certificate of Incorporation and the By-laws provide that the foregoing indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any statute, the Certificate of Incorporation, the By-laws, or any agreement, vote of stockholders or disinterested directors or otherwise, both as to actions in such person's official capacity and as to actions in any other capacity while holding office, and shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of the executors, administrators, legatees and distributees of such person. Under the Certificate of Incorporation and the By-laws, the Company is authorized to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Company would have the power to indemnify such person against liability under the provisions of the Certificate of Incorporation, the By-Laws or any provision of law. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. See Exhibit Index on page 7. Item 9. Undertakings. (a) Rule 415 Offering. The undersigned Registrant hereby undertakes: 3 4 (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) Filings Incorporating Subsequent Exchange Act Documents by Reference. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report under Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report under Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Filing of Registration Statement on Form S-8. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel 4 5 the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hackensack, State of New Jersey, on April 26, 1996. THE MULTICARE COMPANIES, INC. (The Registrant) By Daniel E. Straus -------------------- Daniel E. Straus President Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date - --------- ----- Moshael J. Straus Chairman of the Board, April 26, 1996 - ------------------------------------ Co-Chief Executive Officer Moshael J. Straus and Director (Principal Executive Officer) Daniel E. Straus President, Co-Chief Executive April 26, 1996 - ------------------------------------ Officer and Director Daniel E. Straus (Principal Executive Officer) Stephen R. Baker Executive Vice President, Chief April 26, 1996 - ------------------------------------ Financial Officer and Director Stephen R. Baker (Principal Accounting Officer) Paul J. Klausner Executive Vice President April 26, 1996 - ------------------------------------ and Director Paul J. Klausner
5 6 Stuart H. Altman Director April 25, 1996 - ------------------------------------ Stuart H. Altman Constance B. Girard-diCarlo Director April 26, 1996 - ------------------------------------ Constance B. Girard-diCarlo Menachem Rosenberg Director April 26, 1996 - ------------------------------------ Menachem Rosenberg Alan D. Solomont Director April 26, 1996 - ------------------------------------ Alan D. Solomont George R. Zoffinger Director April 26, 1996 - ------------------------------------ George R. Zoffinger *By --------------------------------- Bradford C. Burkett Attorney in Fact
6 7 EXHIBIT INDEX The following exhibits are filed as part of this Registration Statement: Exhibit * 4.1 Restated Certificate of Incorporation of the Registrant. * 4.2 Bylaws of the Registrant. 4.3 Copy of The Multicare Companies, Inc. Non-Employee Directors Retainer and Meeting Fee Plan, as amended and restated. 5 Legal opinion of Bradford C. Burkett, Esq., Vice President and General Counsel of the Registrant. 23.1 Consent of KPMG Peat Marwick L.L.P. 23.2 Consent of Bradford C. Burkett, Esq., Vice President and General Counsel of the Registrant (included in the opinion filed as Exhibit 5). * Incorporated by reference to Registration Statement No. 33-6544 effective August 18, 1993. EX-4.3 2 NON-EMPLOYEE DIRECTORS RETAINER & MEETING FEE PLAN 1 EXHIBIT 4.3 THE MULTICARE COMPANIES, INC. NON-EMPLOYEE DIRECTORS RETAINER AND MEETING FEE PLAN I. Purpose. The Multicare Companies, Inc., a Delaware corporation (the "Company"), hereby adopts this Non-Employee Directors Retainer and Meeting Fee Plan (the "Plan") to promote the long-term growth and financial success of the Company by attracting and retaining non-employee directors of outstanding ability and assisting the Company in promoting a greater identity of interest between the Company's non-employee directors and its stockholders. The Plan is intended to allow non-employee directors participating in the Plan to be treated as "disinterested persons" with respect to other stock plans of the Company, as defined in Rule 16b-3 ("Rule 16b-3"), adopted under the Securities Exchange Act of 1934, as amended and to permit such directors to meet the requirements of Rule 16b-3 with respect to stock payments elected hereunder. II. Administration. (a) The Plan shall be administered by a committee (the "Committee") appointed by the Board of Directors of the Company (the "Board"), which Committee shall consist solely of two or more directors. The members of the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board. Notwithstanding the foregoing: (i) unless and until the Board shall appoint the members of the Committee, the Plan shall be administered by the Board and (ii) the Board may, in its sole discretion, at any time and from time to time, resolve to administer the Plan. In either of the foregoing events, the term Committee as used herein shall be deemed to mean the Board. (b) The Committee shall have the authority (i) to exercise all of the powers granted to it under the Plan, (ii) to construe, interpret and implement the Plan and all documents executed pursuant to the Plan (including all Election Forms), (iii) to prescribe, amend and rescind rules relating to the Plan, (iv) to make any determination necessary or advisable in administering the Plan and (v) to correct any defect, supply any omission and reconcile any inconsistency in the Plan. (c) The determination of the Committee on all matters relating to the Plan or any document executed pursuant to the Plan shall be conclusive. (d) No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan. III. Eligibility. Only directors of the Company who are not employees of the Company or any affiliate of the Company ("Eligible Directors") shall participate in the Plan. 2 IV. Common Shares Subject to the Plan. A. Shares. For purposes of the Plan "Shares" shall mean shares of common stock, par value $.01 per share, of the Company and any other stock into which such common stock shall thereafter be changed by reason of any merger, reorganization, recapitalization, consolidation, split-up, combination of shares or similar event as set forth in and in accordance with this Section 4. B. Shares Available for Awards. Subject to Section 4.3 (relating to adjustments upon changes in capitalization), as of any date, the total number of Shares issuable under the Plan shall be 50,000. Shares that shall be issuable pursuant to the Plan shall be authorized and unissued Shares, treasury Shares or Shares purchased by, or on behalf of, the Company in open-market transactions. C. Adjustments. In the event of any merger, reorganization, recapitalization, consolidation, sale or other distribution of all or substantially all of the assets of the Company, any stock dividend, split, spin-off, split-up, split-off, distribution of securities or other property by the Company, or other change in the Company's corporate structure affecting the Shares, the number of Shares issuable under the Plan shall be appropriately adjusted as determined by the Committee in its sole discretion. V. Payment of Retainer and Meeting Fees. A. In General. Commencing on the effective date of the Plan, each Eligible Director may elect under the Plan to receive payment of (i) the annual cash retainer payable to such Director for services as a member of the Board and its committees (the "Retainer") and/or (ii) fees payable to such Director for meetings of the Board or committees of the Board, including any fees for chairing committees ("Meeting Fees"), (a) in cash or in Shares valued at their Fair Market Value on the date on which such amounts become payable or (b) partly in cash and partly in such Shares. Any such payment shall be made within 60 days after such amount becomes payable. B. Election to Receive Shares. An Eligible Director may elect to receive payment of his or her Retainer Fees and/or Meeting Fees in the form of Shares by submitting an election form (an "Election Form") to the Company indicating the portion of such fees to be paid in such Shares. An Election Form shall become effective with respect to the Eligible Director's Retainer Fees and/or Meeting Fees becoming payable six months after the date on which the Election Form is submitted to the Company (the "Election Date"). An election under this Section 5.2 shall continue in effect until revoked by notice in writing to the Company, until superseded by a new Election Form, or until no longer permitted by law or regulation (including under Rule 16b-3), provided, however, that no revocation or super session shall be effective to make any change with respect to amounts deferred pursuant to previously filed Election Forms and no new Election Form shall be effective until six months after such form is filed with the Company. If no Election Form is filed, payment shall be made entirely in cash. 2 3 C. Determination of Number of Shares. (a) if an Eligible Director elects to have all of his or her Retainer and/or Meeting Fees paid in Shares, the number of Shares payable shall be determined by dividing the amount of such Retainer and/or Meeting Fees for which an election is in effect by the Fair Market Value of a Share on the first business day coinciding with or next following the date on which the Eligible Director becomes entitled to payment of the Retainer or Meeting Fees. Any remaining fractional share shall be paid out in cash based upon said Fair Market Value. (b) if an Eligible Director elects to have his or her Retainer and Meeting Fees paid partly in Shares and partly in cash, the portion payable in Shares shall be calculated in the same manner as in (a) above except that, if any fractional Share results, the cash portion, if sufficient, will be reduced by the amount necessary to convert such fractional Share to a full Share. Vl. Fair Market Value. "Fair Market Value" shall mean, with respect to each Share for any day: (a) the lowest price of the Shares as reported on the New York Stock Exchange, or such other exchange on which the Shares are principally traded, or if no such reported sale of the Shares shall have occurred on such date, on the next preceding date on which there was such a reported sale, or (b) if the Shares are not so listed, but are authorized for quotation on the National Association of Securities Dealers Inc.'s NASDAQ National Market System ("NASDAQ/NMS"), the lowest price of the Shares on NASDAQ/NMS, or, if no such reported sale of the Shares shall have occurred on such date on NASDAQ/NMS, on the next preceding date on which there was such a reported sale on NASDAQ/NMS, or (c) if the Shares are not listed for trading on a national securities exchange or authorized for quotation on NASDAQ/NMS, the average of the lowest bid and lowest asked prices as reported by the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or, if no such prices shall have been so reported for such date, on the next preceding date for which such prices were so reported. Vll. Issuance of Certificates. A. Restrictions on Transferability. All Shares delivered under the Plan shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable or legally necessary under any laws, rules, regulations and other legal requirements, including, without limitation, those of any stock exchange upon which the Shares are then listed and any applicable federal, state or foreign securities law. B. Compliance with Laws. Anything to the contrary herein notwithstanding, the Company shall not be required to issue any Shares under the Plan if, in the opinion of the Company's legal counsel, the issuance and delivery of such Shares would constitute a violation by the Eligible Director or the Company of any applicable law or regulation of any governmental authority, including, without limitation, federal and state 3 4 securities laws and the rules of any stock exchange on which the Company's securities may then be listed. If and to the extent that the Committee determines that it would be illegal, impracticable or inadvisable to issue Shares under the Plan, or to the extent Shares are unavailable, the Committee shall make any distribution of Shares otherwise required under the Plan in cash or such other property as may be reasonably acceptable to the distributee. VIII. Withholding and Other Obligations. The Company shall require as a condition of delivery of any Shares to an Eligible Director that such Director remit an amount sufficient to satisfy any foreign, federal, state, local and other governmental withholding tax requirements relating thereto and any indebtedness or other obligation of the Eligible Directors to the Company. IX. Plan Amendments and Termination. The Board may suspend or terminate the Plan at any time and may amend it at any time and from time to time, in whole or in part, provided that no amendment or termination may adversely affect any rights of any Eligible Director that have accrued prior to the date of such amendment or termination, and provided, further, that any amendment for which shareholder approval is required by law or in order to maintain continued qualification of the Plan under Rule 16b-3 shall not be effective until such approval has been obtained. X. Listing, Registration and Legal Compliance. If the Committee shall at any time determine that any Consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection with, the granting of any award under the Plan, the issuance of Shares or other rights hereunder or the taking of any other action hereunder (each such action being hereinafter referred to as a "Plan Action"), then such Plan Action shall not be taken, in whole or in part, unless and until such Consent shall have been effected or obtained. The term "Consent" as used herein with respect to any Plan Action means (i) the listing, registration or qualification of any Shares issued under the Plan on any securities exchange or under any foreign, federal, state or local law, rule or regulation, (ii) any and all consents, clearances and approvals in respect of a Plan Action by any governmental or other regulatory bodies or (iii) any and all written agreements and representations by an Eligible Director with respect to the disposition of Shares or with respect to any other matter which the Committee shall deem necessary or desirable in order to comply with the terms of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made. XI. Right of Discharge Reserved. Nothing in the Plan shall confer upon any Eligible Director the right to continue in the service of the Company or affect any right that the Company may have to terminate the service of such Eligible Director. XII. Other Payments or Awards. Nothing contained in the Plan shall be deemed in any way to limit or restrict the Company, any affiliate or the Board from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect. Any payments made under this Plan shall constitute special incentive payments to the Eligible Director and shall not be taken into account in computing the amount of compensation of the Eligible Director for the purposes of determining any retirement, profit sharing, bonus, life insurance or other benefit plan of the Company or any affiliate or (ii) any agreement between the Company or any affiliate, on the 4 5 one hand, and the Eligible Director, on the other hand, except as such plan or agreement may otherwise expressly provide. XIII. Rights Not Transferable or Subject to Alienation. No rights granted to an Eligible Director under this Plan may be sold, assigned or otherwise transferred by the Eligible Director other than by will or the laws of descent or distribution; all rights granted to an Eligible Director under this Plan may be exercised during the Eligible Director's lifetime only by such Eligible Director. An Eligible Director's rights to payments under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by his creditors or his beneficiaries. XIV. Rights as a Shareholder. An Eligible Director shall have no rights as a shareholder of the Company with respect to any Shares issuable under the Plan until such Shares have been delivered to the Eligible Director. XV. Governing Law. The Plan shall be governed by the laws of the State of New York applicable to agreements made and to be performed entirely within such state. XVI. Severability. If any portion of the Plan is declared by any court or governmental authority to be invalid, such invalidity shall not affect any portion not declared to be invalid. Any portion so declared to be invalid shall, if possible, be construed in a manner which will give effect to the terms of such portion to the fullest extent possible while remaining valid. XVII. Notices. All notices and other communications hereunder shall be given in writing and shall be personally delivered against or sent by registered or certified mail, return receipt requested or by reputable overnight delivery service. Any notice shall be deemed given on the date of delivery or mailing, and if mailed, shall be addressed (a) to the Company, at 411 Hackensack Avenue, Hackensack, New Jersey 07601, Attention: Bradford C. Burkett, Vice President and General Counsel, and (b) to an Eligible Director, at the Eligible Director's principal residential address last furnished to the Company. Either party may, by notice, change the address to which notice to such party is to be given. XVIII. Section Headings. The Section headings contained herein are for convenience only and are not intended to define or limit the contents of said Sections. XIX. Effective Date. This Plan shall become effective upon approval by the Company's shareholders (the "Effective Date"). XX. Exculpation. It is understood that the obligations incurred by the Company with respect to this Plan do not constitute personal obligations of the Directors, officers, employees or shareholders and shall not create or involve any claim against, or personal liability on the part of, them or any of them. The Eligible Directors agree not to seek recourse against any such Directors, officers, employees or shareholders, or any of them or any of their personal assets for satisfaction of any liability under or with respect to the Plan. 5 EX-5 3 OPINION OF BRADFORD C. BURKETT 1 [THE MULTICARE COMPANIES, INC. LETTERHEAD] Exhibit 5 May 10, 1996 The Multicare Companies, Inc. 411 Hackensack Avenue Hackensack, New Jersey O7601 Re: SECURITIES ACT OF 1933 FORM S-8 REGISTRATION STATEMENT FOR THE MULTICARE COMPANIES, INC. NON-EMPLOYEE DIRECTORS RETAINER AND MEETING FEE PLAN Ladies and Gentlemen: I have acted as counsel for The Multicare Companies, Inc., a Delaware corporation (the "Company"), in connection with the proposed issuance by the Company of up to 50,000 shares of the Company's Common Stock, par value $.01 per share (the "Common Stock"), under The Multicare Companies, Inc. Non-Employee Directors Retainer and Meeting Fee Plan (the "Plan"), which Common Stock is being registered pursuant to the filing of a Registration Statement on Form S-8 under the Securities Act of 1933 (the "Act"). I have examined the Restated Certificate of Incorporation of the Company, its Bylaws, the Plan and such other corporate records, certificates, document and matters of law as I have deemed necessary to render this opinion. Based on the foregoing, I am of the opinion that the shares of Common Stock issued under the terms of the Plan will be duly authorized, validly issued, fully paid and nonassessable shares. I hereby consent to the filing of this opinion as Exhibits 5 and 23.2 to the Registration Statement. By giving such consent, I do not thereby admit that I am an expert with respect to any part of the Registration Statement, including this exhibit, within the meaning of the term "expert" as used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder. Very truly yours, /s/ Bradford C. Burkett ----------------------- Bradford C. Burkett BCB/jt EX-23.1 4 CONSENT OF KPMG PLAT MARWICK 1 Exhibit 23. 1 Accountants' Consent The Board of Directors The Multicare Companies, Inc. We consent to the use of our reports relating to the consolidated financial statements of The Multicare Companies, Inc. and subsidiaries incorporated herein by reference. KPMG Peat Marwick LLP KPMG Peat Marwick LLP Short Hills, New Jersey May 15, 1996 -----END PRIVACY-ENHANCED MESSAGE-----