-----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, UNRjSEM5HajCA3fxZv5Y8+lsFimjydDSj7RiDTk1mKYngrWKvzXzLy+Y+4Ko00R/ nAceXEfb8Gk1Cu705rLDeA== 0000891836-04-000006.txt : 20040113 0000891836-04-000006.hdr.sgml : 20040113 20040113171415 ACCESSION NUMBER: 0000891836-04-000006 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20040113 GROUP MEMBERS: GOLDMAN, SACHS &CO. GROUP MEMBERS: THE GOLDMAN SACHS GROUP, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEIGHBORCARE INC CENTRAL INDEX KEY: 0000874265 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 061132947 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-44049 FILM NUMBER: 04523348 BUSINESS ADDRESS: STREET 1: 7 EAST LEE STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4107522600 MAIL ADDRESS: STREET 1: NEIGHBORCARE STREET 2: 7 EAST LEE STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: GENESIS HEALTH VENTURES INC /PA DATE OF NAME CHANGE: 19950214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1128 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 SC 13G 1 sc0003.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B), (C), AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B) (AMENDMENT NO. ___________)* NEIGHBORCARE, INC. - -------------------------------------------------------------------------------- (NAME OF ISSUER) COMMON STOCK, PAR VALUE $0.02 PER SHARE - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 64015Y-10-4 - -------------------------------------------------------------------------------- (CUSIP NUMBER) JANUARY 9, 2004 - -------------------------------------------------------------------------------- (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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 (the "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). PRELIMINARY NOTE: The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Filing Persons") have previously reported their respective holdings of shares of common stock, par value $0.02 per share (the "Common Stock"), of NeighborCare, Inc., a Pennsylvania corporation (the "Company"), on a Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 thereto (the "Schedule 13D"). The Filing Persons have elected to report again their beneficial ownership of shares of Common Stock on Schedule 13G, as permitted by Rule 13d-1(h), pursuant to Rule 13d-1(b) because the Filing Persons satisfy the requirements for filing under such rule. The Filing Persons have not had any change in their beneficial ownership of shares of Common Stock requiring an amendment to their Schedule 13D since the date of Amendment No. 5 to the Schedule 13D, which was filed on January 12, 2004. Page 2 of 14 Pages - ---------------------- ------------------------ CUSIP NO. 64015Y-10-4 13G PAGE 3 OF 14 PAGES - ---------------------- ------------------------ - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GOLDMAN, SACHS & CO. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 3,428,625 REPORTING ------------------------------------------------------- PERSON WITH: 7 SOLE DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 3,428,625 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,428,625 - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.0% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) BD-PN-IA - -------------------------------------------------------------------------------- - ---------------------- ------------------------ CUSIP NO. 64015Y-10-4 13G PAGE 4 OF 14 PAGES - ---------------------- ------------------------ - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) THE GOLDMAN SACHS GROUP, INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 43,047 SHARES ------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 3,428,625 REPORTING ------------------------------------------------------- PERSON WITH: 7 SOLE DISPOSITIVE POWER 43,047 - -------------------------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 3,428,625 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,471,672 - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.0% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC-CO - -------------------------------------------------------------------------------- CUSIP No. 64015Y-10-4 Page 5 of 14 Pages 13G ITEM 1(A). NAME OF ISSUER: NeighborCare, Inc. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 7 East Lee Street Baltimore, MD 21202 ITEM 2(A). NAME OF PERSON FILING: Goldman, Sachs & Co. and The Goldman Sachs Group, Inc. ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 85 Broad Street New York, NY 10004 ITEM 2(C). CITIZENSHIP: Goldman, Sachs & Co. - New York The Goldman Sachs Group, Inc. - Delaware ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.02 per share ITEM 2(E). CUSIP NUMBER: 64015Y-10-4 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: (a) [X] Broker or dealer registered under Section 15 of the Act. Goldman, Sachs & Co. (b) [_] Bank as defined in Section 3(a)(6) of the Act. CUSIP No. 64015Y-10-4 Page 6 of 14 Pages 13G (c) [_] Insurance company as defined in Section 3(a)(19) of the Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940. (e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). Goldman, Sachs & Co. (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [X] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). The Goldman Sachs Group, Inc. (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP.* Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item I. - -------- * In accordance with the Securities and Exchange Commission (the "SEC") Release No. 34-39538 (January 12, 1998), this filing reflects the securities beneficially owned by the investment banking division ("IBD") of GS Group and its subsidiaries and affiliates (collectively, "GSG"). This filing does not reflect securities, if any, beneficially owned by any other operating unit of GSG. IBD disclaims beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which IBD or its employees have voting or investment discretion, or both and (ii) certain investment entities, of which IBD is the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than IBD. CUSIP No. 64015Y-10-4 Page 7 of 14 Pages 13G (a) Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s). The filing of this Schedule 13G shall not be construed as an admission that Goldman Sachs is, for the purposes of Section 13(d) of the Act or any other purpose, the beneficial owner of the additional 43,047 shares of Common Stock reported as beneficially owned by GS Group. (b) Percent of class: See the response(s) to Item 11 on the attached cover page(s). (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote See the response(s) to Item 5 on the attached cover page(s). (ii) Shared power to vote or to direct the vote See the response(s) to Item 6 on the attached cover page(s). (iii) Sole power to dispose or to direct the disposition of See the response(s) to Item 7 on the attached cover page(s). (iv) Shared power to dispose or to direct the disposition of See the response(s) to Item 8 on the attached cover page(s). ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. CUSIP No. 64015Y-10-4 Page 8 of 14 Pages 13G ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. See Exhibit (99.2). ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 9 of 14 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. THE GOLDMAN SACHS GROUP, INC. By: /s/ ROGER S. BEGELMAN ----------------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GOLDMAN, SACHS & CO. By: /s/ ROGER S. BEGELMAN ------------------------------------ Name: Roger S. Begelman Title: Attorney-in-fact Date: January 13, 2004 Page 10 of 14 Pages INDEX TO EXHIBITS Exhibit No. Exhibit - ----------- ------- 99.1 Joint Filing Agreement, dated January 13, 2004, between The Goldman Sachs Group, Inc. and Goldman, Sachs & Co. 99.2 Item 7 Information 99.3 Power of Attorney, dated November 19th, 2003, relating to Goldman, Sachs & Co. 99.4 Power of Attorney, dated January 6th, 2003, relating to The Goldman Sachs Group, Inc. EX-99.1 3 sc0003a.txt EXHIBIT 99.1 -- JOINT FILING AGREEMENT Page 11 of 14 Pages EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.02 par value per share, of NeighborCare, Inc. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. Date: January 13, 2004 THE GOLDMAN SACHS GROUP, INC. By: /s/ ROGER S. BEGELMAN ----------------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GOLDMAN, SACHS & CO. By: /s/ ROGER S. BEGELMAN ------------------------------------ Name: Roger S. Begelman Title: Attorney-in-fact EX-99.2 4 sc0003b.txt EXHIBIT 99.2 -- ITEM 7 INFORMATION Page 12 of 14 Pages EXHIBIT 99.2 ITEM 7 INFORMATION The 3,428,625 shares of Common Stock, par value $0.02 per share, of NeighborCare, Inc. being reported on by The Goldman Sachs Group, Inc. ("GS Group"), as a parent holding company, are owned, or may be deemed to be beneficially owned by Goldman, Sachs & Co. ("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. EX-99.3 5 sc0003c.txt EXHIBIT 99.3 -- POWER OF ATTORNEY -- 11/19/2003 Page 13 of 14 Pages EXHIBIT 99.3 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Edward T. Joel, Saskia Brookfield Martin and Ted Chang, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 19th, 2003. GOLDMAN, SACHS & CO. By: /s/ Gregory K. Palm -------------------------- Name: Gregory K. Palm Title: Managing Director EX-99.4 6 sc0003d.txt EXHIBIT 99.4 -- POWER OF ATTORNEY 1/6/2003 Page 14 of 14 Pages EXHIBIT 99.4 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Edward T. Joel, Saskia Brookfield Martin and Susan Goddard, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 6th, 2003. THE GOLDMAN SACHS GROUP, INC. By: /s/ Gregory K. Palm ------------------------- Name: Gregory K. Palm Title: Executive Vice President and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----