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-----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, Q7yZ0Awaj3iA+ayHIyckG6gKBgw7DUCnLxkgU/7oCYoRS4FBzdx40CWkoSzsD56p AM50EoQlZ8PwjG1p4w3UFA== 0001144204-07-024269.txt : 20070511 0001144204-07-024269.hdr.sgml : 20070511 20070510190304 ACCESSION NUMBER: 0001144204-07-024269 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070511 DATE AS OF CHANGE: 20070510 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENESIS HEALTHCARE CORP CENTRAL INDEX KEY: 0001236736 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 200023788 STATE OF INCORPORATION: PA FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79389 FILM NUMBER: 07839562 BUSINESS ADDRESS: STREET 1: 101 E. STATE ST. CITY: KENNETT SQUARE STATE: PA ZIP: 19348 BUSINESS PHONE: 610-444-6350 MAIL ADDRESS: STREET 1: 101 E. STATE ST. CITY: KENNETT SQUARE STATE: PA ZIP: 19348 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHBROOK GH LLC CENTRAL INDEX KEY: 0001387547 IRS NUMBER: 205839462 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 SKOKIE BOULEVARD STREET 2: SUITE 310 CITY: NORTHBROOK STATE: IL ZIP: 06062 BUSINESS PHONE: 847 599 1002 MAIL ADDRESS: STREET 1: 500 SKOKIE BOULEVARD STREET 2: SUITE 310 CITY: NORTHBROOK STATE: IL ZIP: 06062 SC 13D/A 1 v074539_13da.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

GENESIS HEALTHCARE CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

37184D101

(CUSIP Number)

Richard Marks, Esq.

c/o Northbrook GH, LLC

500 Skokie Blvd., Suite 310

Northbrook, IL 60062

(847) 559-1002

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 10, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 3784D101

	1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). Northbrook GH, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)	\|X\|

	3.	SEC Use Only

	4.	Source of Funds (See Instructions)		WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		o

	6.	Citizenship or Place of Organization		Delaware

Number of	7.	Sole Voting Power		0
Shares
Beneficially	8.	Shared Voting Power		1,011,683
Owned by
Each	9.	Sole Dispositive Power		0
Reporting
Person With	10.	Shared Dispositive Power		See Row 8 above.

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person		See Row 8 above.

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)		o

	13.	Percent of Class Represented by Amount in Row (11)		5.1%

	14.	Type of Reporting Person (See Instructions)		OO

Page 2 of 5

CUSIP No. 37184D101

	1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). David Hokin

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)	\|X\|

	3.	SEC Use Only

	4.	Source of Funds (See Instructions)		OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		o

	6.	Citizenship or Place of Organization		U.S.A.

Number of	7.	Sole Voting Power		0
Shares
Beneficially	8.	Shared Voting Power		1,011,683
Owned by
Each	9.	Sole Dispositive Power		0
Reporting
Person With	10.	Shared Dispositive Power		See Row 8 above.

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person		See Row 8 above.

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)		o

	13.	Percent of Class Represented by Amount in Row (11)		5.1%

	14.	Type of Reporting Person (See Instructions)		IN

Page 3 of 5

This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed on January 26, 2007 (as amended by Amendment No. 1 and Amendment No. 2, as hereinafter defined, the “Schedule 13D”) and amended by Amendment No. 1 filed on March 23, 2007 (“Amendment No. 1”) and Amendment No. 2 filed on April 12, 2007 (“Amendment No. 2”) of Northbrook GH, LLC (“NGH”) and David Hokin (“Hokin” and together with NGH, the “Reporting Persons”) with respect to the common stock, par value $0.01 per share (the “Genesis Common Stock”), of Genesis HealthCare Corporation, a Pennsylvania corporation (the “Issuer”). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.

Item 4. Purpose of Transaction

The response to Item 4 is hereby amended by adding the following sentence to the second paragraph thereof:

On May 10, 2007, NGH sent a third letter (attached as Exhibit 3 and incorporated herein by reference) to the Board of Directors of the Issuer with respect to recent developments in the Issuer’s auction process.

Item 7. Material to Be Filed as Exhibits

Exhibit 3. Letter sent by Northbrook GH, LLC to the Board of Directors of Genesis Healthcare Corporation dated May 10, 2007.

Page 4 of 5

Signature

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 10^th day of May, 2007

NORTHBROOK GH, LLC


By: /s/ David Hokin, Manager			/s/ David Hokin
David Hokin, Manager			David Hokin

Page 5 of 5

EX-3 2 v074539_ex3.htm Unassociated Document

Northbrook GH, LLC

500 Skokie Blvd. Suite 310

Northbrook, IL 60062

May 10, 2007

Genesis Healthcare Corporation

101 East State Street

Kennett Square, PA 19348-3021

Attention:	Board of Directors
	George V. Hager, Jr. John F. DePodesta Robert H. Fish J. Michael Gallagher Kevin M. Kelley Charles W. McQueary Charlene Connolly Quinn Terry Allison Rappuhn

Ladies and Gentlemen:

We want to again voice our concern with the manner in which the Board continues to conduct itself and its apparent unwillingness to conduct a fair auction process in connection with the proposed acquisition of Genesis by FC-GEN Investment, LLC, a joint venture between affiliates of Formation Capital, LLC and affiliates of JER Partners, a private equity investment group affiliated with J.E. Robert Company, Inc. From the start the Board has put the interests of management ahead of all others including the shareholders. The Board’s reliance on Pennsylvania law to allow it to ignore the interests of shareholders must stop. The Board needs to accept the shareholders’ clear desire, and must fulfill its responsibilities, to maximize value from the transaction. To achieve this, the Board must stop playing favorites, level the playing field and allow the participants to compete in a fair and open bidding process.

Since the beginning the process has been biased. Stopping the process before a fair price was achieved, giving the company to a bidder that offered inducements to management and adopting a $50 million termination fee that discouraged further bidding, were actions that could only lead to an inferior price. Formation’s initial $63.00 bid and subsequent revised bid of $64.25 were clearly insufficient as evidenced by the recent announcements of improved bids. The current offer of $69.00 from Fillmore is almost 10% higher than the price you accepted as a fair price initially when you tried to give the company to Formation and management.

While we are pleased that the Company has responded to shareholders’ concerns and made some tentative efforts to correct its earlier mistakes, you have not done enough. Reducing the termination fee payable to Formation and releasing other bidders from their standstill agreements is only a first step. The Company needs to continue to do more to open the process. At a minimum the Company should postpone the shareholder vote beyond the arbitrary May 18^th date to allow all interested parties an opportunity to present their best offers.

The Board should also demand that Formation give up its right to match other bids and demand that Formation present a meaningful better offer before the Company negotiates further with them. Formation’s entrenched position, improperly given, and the short time for other bidders to evaluate their options give Formation an unfair advantage. Formation is never required to put their best offer on the table as evidenced by their statement that accompanied their first “revised” bid when they stated “it is important to highlight that $64.25 is our 'best and final' price; if Genesis shareholders do not vote in favor of this transaction at this price, then JER and Formation will focus our attention on other attractive acquisition opportunities." Formation’s continued willingness to match every price increase is better evidence of their true appraisal of the company’s value, one which everyone but the Board seems to recognize.

May 10, 2007

Page

In addition the Board needs to remove management from the process and conduct the auction without undue influence from an interested party. Although this action may be unusual, we think the circumstances necessitate it.

As an aside we noted the company’s significantly improved operating performance in the second quarter. We were not surprised to see the 13.7% revenue improvement or the 32% increase in EBITDA (adjusted for transaction costs). The capital improvements that shareholders have shouldered are translating to better quality mix and higher per diem revenues across all payor sources and resulting in higher revenue and greater cash flow. Annualizing the EBITDA for the quarter would yield almost $189 million EBITDA for 2007, exceeding the Company’s “guidance” for 2007 by almost $14 million. Applying the Company’s “proper multiple”, this incremental EBITDA justifies almost another $7 per share. Adding $7 per share to Formation’s initial bid would result in $70 per share and if that $7 is added to our estimated fair price for the stock before the announced earnings, the price should be between $76 and 78 per share.

Surprisingly, this performance would never have been disclosed to shareholders or Fillmore if the vote had not been delayed. In light of this performance it is no surprise that Fillmore Capital, apprised on the true earnings potential of the company, released from its standstill and no longer burdened by a $50 million termination fee, has continued to improve its bid.

We urge the Board to treat the bidders fairly and honestly. We hope that is not too much to ask.

Sincerely yours,

Northbrook GH, LLC


By: /s/ David Hokin
David Hokin, Manager

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