UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File Number: 1-11666
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GENESIS HEALTH VENTURES, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 06-1132947
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 East State Street
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Kennett Square, Pennsylvania 19348
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(Address of principal executive offices)
(Zip Code)
(610) 444-6350
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of September 14, 1999: 36,145,678 shares of common stock
Item 1 of Part II is hereby amended as follows:
On August 27, 1999 Manor Care Inc., a wholly owned subsidiary of HCR Manor Care
Inc., filed a lawsuit against Genesis Health Venture, Inc. ("Genesis") in the
United States District Court for the District of Delaware based upon Section 11
and Section 12 of the Securities Act of 1933, as amended. The plaintiffs allege
that in connection with the sale of Genesis' Series G Cumulative Convertible
Preferred Stock, par value $0.01 per share ("Series G Preferred Stock"), issued
as part of the purchase price to acquire Vitalink Pharmacy Services Inc.,
Genesis failed to disclose or made misrepresentations related to the effects of
the conversion to the prospective pay system, the restructuring of the Multicare
Companies, Inc. ("Multicare") joint venture, the impact of the acquisition of
Multicare, the status of Genesis labor relations, Genesis' ability to declare
dividends on the Series G Preferred Stock and information relating to the ratio
of combined fixed charges and preference dividends to earnings. Manor Care Inc.
seeks, among other things, compensatory damages and recission of the purchase of
the Series G Preferred Stock.
Item 6 of Part II is hereby amended as follows:
(a) Exhibits
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Number Description
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99.1 Fourth Amended and Restated Credit Agreement dated as
of August 20, 1999 by and among Genesis Health
Ventures, Inc. (together with its successors,
"Genesis"), the Subsidiaries of Genesis referred to
on the signature pages thereto (and such other
Subsidiaries of Genesis which may from time to time
become Borrowers thereunder in accordance with the
provisions thereof) (collectively with Genesis, the
"Borrowers"), the Lenders referred to on the
signature pages thereto (together with other lenders
parties thereto from time to time, and their
successors and assigns, the "Lenders"), Mellon Bank,
N.A., a national banking association as issuer of
Letters of Credit thereunder (in such capacity,
together with its successors and assigns in such
capacity, the "Administrative Agent"), Citicorp USA,
Inc. as Syndication Agent, First Union National Bank,
a national banking association as Documentation
Agent, and Bank of America, N.A. (as successor to
NationsBank, N.A. and Bank of America, NT&SA), a
national banking association as Syndication Agent.
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 thereunto duly authorized.
GENESIS HEALTH VENTURES, INC.
/s/ George V. Hager, Jr
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George V. Hager, Jr.
Executive Vice President and
Chief Financial Officer