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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): July 26, 1996
GENESIS HEALTH VENTURES, INC.
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(Exact name of Registrant as specified in its charter)
Pennsylvania 1-11666 06-1132947
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
148 West 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
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Item 2. Acquisition or Disposition of Assets.
On July 26, 1996, Genesis Health Ventures, Inc., a
Pennsylvania corporation ("Genesis"), pursuant to the terms of a certain
Purchase Agreement, dated May 3, 1996, as modified by a certain Purchase
Agreement Addendum, dated July 24, 1996, acquired the outstanding stock of
National Health Care Affiliates, Inc., Oak Hill Health Center, Inc., Derby
Nursing Center Corporation, EIDOS, Inc. and VersaLink, Inc. (collectively,
"National Health"), for a total consideration of approximately $68,700,000,
including assumed debt, subject to adjustment. Prior to the acquisition by
Genesis of the stock of National Health, an affiliate of a financial institution
purchased nine eldercare centers owned by National Health for $67.7 million and
subsequently leased the centers to a subsidiary of Genesis under the terms of
operating lease agreements. The cash portion of the purchase price
(approximately $51.8 million) was funded with available cash and the repayment
of assumed indebtedness (approximately $7.9 million) was financed by borrowings
under the Company's bank credit facilities.
As a result of the foregoing transactions, Genesis now owns or
leases and operates an additional 16 long-term care centers with 2,202 licensed
nursing and assisted living beds in Florida (10 centers), Virginia (5 centers)
and Connecticut (1 center) and manages four eldercare centers in Colorado with
283 beds pursuant to an agreement which expires in October 1997. In addition,
Genesis acquired businesses which provide enteral nutrition and rehabilitation
therapy services to the eldercare centers operated by National Health.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired.
The following Financial Statements are incorporated by
reference to the Form 8-K/A (Number 1) of Genesis for
May 3, 1996:
National Health Care Affiliates, Inc. and Related
Entities -- Audited Combined Financial Statements for
the Year-Ended December 31, 1995
Report of Independent Auditors
Combined Balance Sheet
Combined Statement of Earnings
Combined Statement of Owners' Equity
Combined Statement of Cash Flows
Notes to Combined Financial Statements
National Health Care Affiliates, Inc. and Related
Entities -- Unaudited Combined Financial Statements for
the Quarter ended March 31, 1996
Combined Balance Sheet
Combined Statement of Earnings
Combined Statement of Cash Flows
(b) Pro Forma Financial Information
It is impracticable to provide the required pro forma
financial information at the time this report is being filed.
The required pro forma financial information will be filed as
soon as practicable, but not later than 60 days after this
report is required to be filed.
(c) Exhibits.
Number Title
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1. Purchase Agreement, dated May 3, 1996, by and among Mark E.
Hamister, Oliver C. Hamister, George E. Hamister, Julia L.
Hamister, The George E. Hamister Trust, The Oliver C.
Hamister Trust, National Health Care Affiliates, Inc., Oak
Hill Health Care Center, Inc., Derby Nursing Center
Corporation, Delaware Avenue Partnership, EIDOS, Inc.,
VersaLink Inc., certain other individuals and Genesis Health
Ventures, Inc. (Incorporated by reference to Exhibit No. 1
filed with the Form 8-K of Genesis for May 3, 1996)
2. Purchase Agreement Addendum, dated July 24, 1996, by and
among Mark E. Hamister, Oliver C. Hamister, George E.
Hamister, Julia L. Hamister, The George E. Hamister Trust,
The Oliver C. Hamister Trust, National Health Care
Affiliates, Inc., Oak Hill Health Care Center, Inc., Derby
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Nursing Center Corporation, Delaware Avenue Partners, EIDOS,
Inc., VersaLink Inc., certain other individuals and Genesis
Health Ventures, Inc.
3. Press Release, dated July 26, 1996.
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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., Senior Vice President
and Chief Financial Officer
Date: August 12, 1996
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