SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2001
GENESIS HEALTH VENTURES, INC.
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(Exact name of Registrant as specified in its charter)
Pennsylvania 1-11666
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(State or other jurisdiction of (Commission File Number)
incorporation or
organization)
101 East State Street
Kennett Square, Pennsylvania 19348
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 610-444-6350
Item 1. Not applicable
Item 2. Not applicable
Item 3. Not applicable
Item 4. Not applicable
Item 5. Other Events
On September 24, 2001, NeighborCare Pharmacy Services, Inc., a subsidiary of
Genesis Health Ventures, Inc. (the "Company" or "Genesis") entered into an asset
purchase agreement to buy substantially all of the assets of American
Pharmaceutical Services, Inc. ("APS"), and certain other corporate entities, all
of which are subsidiaries of either Mariner Health Group ("MHG") or Mariner Post
Acute Network ("MPAN") (such selling entities, collectively with MHG and MPAN,
are referred to as the "Sellers"), for approximately $42 million plus up to $18
million in deferred payments contingent on performance.
The sale is subject to several conditions including, U.S. Bankruptcy Court
approval of an overbidding procedure, followed by a competitive bidding process
and final court approval of the prevailing bid in the MPAN and MHG chapter 11
cases. Accordingly, there can be no assurance that the transaction will be
consummated or consummated under the terms described above.
In order to fulfill the Sellers' respective obligations under the Bankruptcy
Code to obtain the highest and best price for the Sellers' assets, the Sellers
intend to solicit bids in excess of the bid made by the Company. If no qualified
higher bids are received, the Sellers will be required to submit the Genesis
asset purchase agreement to their Bankruptcy Court for approval.
There can be no assurances that the Genesis bid to purchase the Sellers' assets
will not be countered by a more attractive bid made by a third party, nor can
there be any assurances that the Genesis bid, if accepted by the Sellers, would
be approved by their Bankruptcy Court.
If the Genesis bid is ultimately accepted and approved by the Sellers'
Bankruptcy Court, the Company intends to finance the purchase with proceeds
under the delayed draw term loan component of its $515 million financing
facility entered into by the Company with a lending group in connection with its
emergence from proceedings under Chapter 11 of the Bankruptcy Code.
The Sellers' assets contemplated in the asset purchase agreement consist of 33
institutional pharmacies, three retail pharmacies and four respiratory therapy
sites located in 15 states generating annual revenues of approximately $250
million.
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Cautionary Statements Regarding Forward Looking Statements.
Statements made in this, and in our other public filings and releases, which are
not historical facts contain "forward-looking" statements (as defined in the
Private Securities Litigation Reform Act of 1995) that involve risks and
uncertainties and are subject to change at any time. These forward-looking
statements may include, but are not limited to statements containing words such
as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may" and
similar expressions. Factors that could cause actual results to differ
materially include, but are not limited to, the following: risks associated with
operating a business, our substantial indebtedness and significant debt service
obligations; adverse developments with respect to our liquidity or results of
operations; our ability to consummate or complete development projects or to
profitably operate or successfully integrate enterprises into our other
operations; our ability or inability to secure the capital and the related cost
of the capital necessary to fund future growth; our ability to attract
customers; our ability to attract and retain key executives and other personnel;
the impact of health care reform, including the Medicare Prospective Payment
System ("PPS"), the Balanced Budget Refinement Act ("BBRA") and the Benefit
Improvement and Protection Act of 2000 ("BIPA") and the adoption of cost
containment measures by the federal and state governments; the impact of
government regulation, including our ability to operate in a heavily regulated
environment and to satisfy regulatory authorities; the occurrence of changes in
the mix of payment sources utilized by customers to pay for services; the
adoption of cost containment measures by other third party payors; competition
in our industry; and changes in general economic conditions.
The forward-looking statements involve known and unknown risks, uncertainties
and other factors that are, in some cases, beyond our control. We caution
investors that any forward-looking statements made by us are not guarantees of
future performance. We disclaim any obligation to update any such factors or to
announce publicly the results of any revisions to any of the forward-looking
statements to reflect future events or developments.
Item 6. Not applicable
Item 7. Financial Statements and Exhibits.
(a) Financial Statements
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
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2.1 Asset Purchase Agreement dated September 24, 2001, by and among,
Mariner Post-Acute Network, Inc. ("MPAN"), Mariner Health Group,
Inc. ("MHG"), certain corporate entities related to MPAN and MHG,
Genesis Health Ventures, Inc. and NeighborCare Pharmacy Services,
Inc.
99.1 Press release, dated October 8, 2001, re: NeighborCare Inks Deal
to Purchase Pharmacy Company.
Item 8. Not applicable
Item 9. Not applicable
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENESIS HEALTH VENTURES, INC.
By:
/s/ George V. Hager, Jr.
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George V. Hager, Jr.
Executive Vice President and
Chief Financial Officer
Date: October 9, 2001
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