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): November 7, 2003
ELDERTRUST
(Exact Name of Registrant as Specified in Charter)
Maryland 001-13807 23-2932973
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or file number) Identification Number)
Organization)
2711 Centreville Road, Suite 108, Wilmington, Delaware 19808
(Address of Principal Executive Offices) (Zip Code)
(302) 993-1022
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets.
On September 11, 2003, the Company entered into a definitive
Master Agreement (the Genesis Agreement) with Genesis Health Ventures,
Inc. (Genesis). Under the terms of the Genesis Agreement, on November
7, 2003, Genesis purchased ElderTrusts ownership interest in its ET
Sub Meridian Limited Partnership, L.L.P. (the Meridian Interests) which
is the prime lessee on seven properties which were subleased to Genesis
and accounted for by ElderTrust as capital leases. The specific terms
of the sale of the Meridian Interests are contained in the Conveyance
and Transfer Agreement made as of September 11, 2003 between Meridian
Healthcare, Inc., Genesis Healthcare Corporation, ElderTrust, ElderTrust
Operating Limited Partnership and ET Meridian General Partner, L.L.C.
(the Conveyance Agreement)
The consideration for the sale of the Meridian Interests was $93.4
million, including $18 million in cash and Genesis' assumption of $75.4
million of debt and lease obligations.
Wachovia Securities acted as financial advisor to ElderTrust in
connection with the transactions contemplated by the Genesis Agreement
and the Conveyance Agreement.
The foregoing description is qualified in its entirety by reference
to the full text of the Genesis Agreement and the full text of the
Conveyance Agreement.
A copy of the press release relating to this filing is being
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Not applicable.
(b) Pro Forma Financial Information.
The required pro forma financial information which gives effect
to ElderTrusts disposition of the Meridian Interests is incorporated
herein by reference to ElderTrusts Quarterly Report on Form 10 Q for
the quarter ended September 30, 2003.
(c) Exhibits Description
10.1 Master Agreement made as of September 11,
2003 by and between Genesis Health Ventures,
Inc. and ElderTrust Operating Limited
Partnership (incorporated herein by reference
to Exhibit 10.16 to ElderTrusts Quarterly
Report on Form 10 Q, for the quarter ended
September 30, 2003).
10.2 Conveyance and Transfer Agreement made as of
September 11, 2003 between Meridian Healthcare,
Inc., Genesis Healthcare Corporation, ElderTrust,
ElderTrust Operating Limited Partnership and ET
Meridian General Partner, L.L.C. (incorporated
herein by reference to Exhibit 10.16 to the
ElderTrusts Quarterly Report on Form 10 Q, for
the quarter ended September 30, 2003).
99.1 Press Release dated November 7, 2003.
SIGNATURE
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 duly authorized.
Date: November 20, 2003 ELDERTRUST
By: /s/ Michael R. Walker
-----------------------------------
Michael R. Walker
Acting President, Chief Executive
Officer and Chief Financial Officer
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EXHIBIT INDEX
Exhibits Description
10.1 Master Agreement made as of September 11, 2003 by and
between Genesis Health Ventures, Inc. and ElderTrust
Operating Limited Partnership (incorporated herein by
reference to Exhibit 10.16 to ElderTrusts Quarterly
Report on Form 10 Q, for the quarter ended September
30, 2003).
10.2 Conveyance and Transfer Agreement made as of September
11, 2003 between Meridian Healthcare, Inc., Genesis
Healthcare Corporation, ElderTrust, ElderTrust
Operating Limited Partnership and ET Meridian General
Partner, L.L.C. (incorporated herein by reference to
Exhibit 10.16 to the ElderTrust's Quarterly Report on
Form 10-Q, for the quarter ended September 30, 2003).
99.1 Press Release dated November 7, 2003.
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Exhibit 99.1
ElderTrust Announces Closing of Certain Transactions
under the Genesis Restructuring Agreement
Wilmington, DE, (November 7, 2003) - ElderTrust (NYSE:ETT), an equity
healthcare REIT, today announced that it has closed certain transactions
set forth in its definitive Master Agreement (the Genesis Agreement) with
Genesis Health Ventures, Inc. (NASDAQ:GHVI, Genesis).
Transactions which have closed to date under the Genesis Agreement
include:
* The sale of the Liberty Court property to Genesis for consideration
of approximately $10.3 million in cash.
* The reduction of rentals on the Heritage Woods and Sanatoga Court
properties in exchange for a cash payment of $2.6 million.
* The sale to Genesis of the Companys ownership interest in its
subsidiary that is the prime lessee on seven properties. Prior
to the sale, those properties were subleased to Genesis and
accounted for by the Company as capital leases (Meridian 7).
The consideration for this transaction was $93.4 million, including
$18 million in cash and Genesis assumption of $75.4 million of debt
and lease obligations.
To date, the total consideration received by the Company under the Genesis
Agreement is approximately $106.3 million, excluding closing costs and
returned security deposits.
Transactions yet to be completed under the Genesis Agreement include:
* The sale of 4 properties (Willowbrook, Phillipsburg, Riverview Ridge
and Pleasant View) for consideration of $14.6 million, including the
assumption of approximately $6.3 million in mortgage debt.
* Receipt of a consent fee of $5 million upon completion of Genesis
intended spin-off of its ElderCare division (the Spin-Off), which
will be known as Genesis HealthCare Corporation (HealthCare).
Approximately $635,000 of this fee is conditioned on obtaining
third party consents on two of the properties to be sold.
* As part of the Spin Off, ElderTrust assets that are leased to
Genesis will be spun off and leased to HealthCare.
ElderTrust is a real estate investment trust that invests in real estate
properties used in the healthcare services industry, principally along
the East Coast of the United States. The Company currently owns 22
properties.
Certain matters discussed within this press release may be deemed to
be forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Although ElderTrust believes
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the expectations reflected in such forward-looking statements are based
upon reasonable assumptions, it can give no assurance that its
expectations will be attained. Factors that could cause actual results
to differ materially from ElderTrust's expectations include the extent
to which it can achieve the planned reductions in recurring overhead
expenses, the extent to which it can consummate the proposed transactions
with Genesis Health Ventures, Inc. (and after the Spin Off, HealthCare),
the Company's principal tenant, the extent to which Genesis (and after the
Spin Off, HealthCare) continues to make lease payments to the Company, real
estate conditions, changes in the economic conditions and other risks
detailed from time to time in the Company's SEC reports and filings. The
Company assumes no obligation to update or supplement forward looking
statements that become untrue because of subsequent events.
Contact: Michael R. Walker
Chairman, Acting President and Chief Executive Officer
(302) 993-1022
www.eldertrust.com
For more information on ElderTrust
visit ElderTrusts Web site at www.eldertrust.com
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