-----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, C7UTx/+IMxYT2QBQT0t9vwrPuW80eQS2c+Qx0RY3gmkdKFsA4tazb+3QUJIOLoOV YmAI1fcH50rkkxfFov4wMg== 0000950109-98-005102.txt : 19981116 0000950109-98-005102.hdr.sgml : 19981116 ACCESSION NUMBER: 0000950109-98-005102 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980828 ITEM INFORMATION: FILED AS OF DATE: 19981113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENESIS HEALTH VENTURES INC /PA 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: 8-K/A SEC ACT: SEC FILE NUMBER: 001-11666 FILM NUMBER: 98748986 BUSINESS ADDRESS: STREET 1: 101 EAST STATE STREET CITY: KENNETT SQUARE STATE: PA ZIP: 19348 BUSINESS PHONE: 6104446350 MAIL ADDRESS: STREET 1: 101 EAST STATE STREET CITY: KENNETT SQUARE STATE: PA ZIP: 19348 8-K/A 1 GENESIS HEALTH VENTURES, INC. FORM 8-K/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 28, 1998 GENESIS HEALTH VENTURES, INC. (Exact name of Registrant as specified in its charter) Pennsylvania 1-11666 06-1132947 (State or other jurisdiction (Commission file number) (I.R.S. Employer of incorporation or Identification organization) Number) 101 East State Street Kennett Square, Pennsylvania 19348 (Address, including zip code, of Principal Executive Offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 444-6350 ================================================================================ Item 7 is hereby amended as follows: Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial statements of businesses acquired. Vitalink Pharmacy Services, Inc. and Subsidiaries Independent Auditors' Report* Consolidated Balance Sheets as of May 31, 1998* Consolidated Statements of Operations for the years ended May 31, 1997 and 1998* Consolidated Statements of Shareholders' Equity for the years ended May 31, 1997 and 1998* Consolidated Statements of Cash Flows for the years ended May 31, 1997 and 1998* Notes to Consolidated Financial Statements* (b) Pro forma financial information: UNAUDITED PRO FORMA FINANCIAL INFORMATION FOR THE COMBINED COMPANY AND OTHER ACQUISITIONS The following unaudited pro forma financial information for the combined company and other acquisitions gives effect to (i) the Merger, which was accounted for using the purchase method of accounting, (ii) Genesis's purchase on October 9, 1997 of an approximately 44% interest in the Multicare Companies, Inc. ("Multicare") which was accounted for using the equity method of accounting (the "Multicare Transaction"), (iii) Genesis's asset purchase of Multicare's outpatient and inpatient rehabilitation therapy business effective October 9, 1997, which was accounted for using the purchase method of accounting (the "Therapy Purchase"), (iv) Genesis' purchase of the outstanding capital stock and limited partnership interests of certain subsidiaries of Multicare engaged in the business of providing institutional pharmacy services to third parties (the "Pharmacy Purchase") effective January 1, 1998, which was accounted for using the purchase method of accounting and (v) Vitalink's merger with TeamCare, Inc. (the "TeamCare Acquisition") on February 1, 1997 which was accounted for using the purchase method. The Genesis Pro Forma Adjustments in the unaudited pro forma condensed consolidated statement of operations for the twelve months ended September 30, 1997 and the nine months ended June 30, 1998 include the effect of the Multicare Transaction, the Therapy Purchase, and the Pharmacy Purchase as if they had occurred on October 1, 1996. The Vitalink Pro Forma Adjustments in the unaudited pro forma condensed consolidated statement of operations for the twelve months ended September 30, 1997 include the effect of the TeamCare Acquisition as if it had occurred on October 1, 1996. No pro forma adjustments related to the TeamCare Acquisition are included in the unaudited pro forma condensed consolidated statement of operations for the nine months ended June 30, 1998 since the TeamCare Acquisition was included in Vitalink's operating results for the entire period. The unaudited pro forma condensed consolidated balance sheet gives effect to the Merger (including the repayment of certain Vitalink indebtedness in connection with the Merger) as if the Merger had occured on June 30, 1998. No pro forma balance sheet information is presented relating to the Genesis and Vitalink transactions described in the preceding paragraph (other than the Merger) because the transactions were all consummated prior to June 30, 1998 and May 31, 1998, respectively, and are reflected in the historical balance sheets of Genesis and Vitalink, respectively. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable and are described in the accompanying notes. No changes in operating revenues and expenses have been made to reflect the results of any modification to operations that might have been made had the Merger been consummated on the aforesaid assumed effective dates for purposes of the pro forma results. The unaudited pro forma financial information for the combined company and other acquisitions is provided for informational purposes only and does not purport to represent what Genesis's results of operations would actually have been had the transactions described above actually occurred at such dates or to project Genesis's results of operations or financial position at or for any future date or period. The unaudited pro forma financial information for the combined company has been prepared using the purchase method of accounting for the Merger, whereby merger consideration is allocated to the tangible and intangible assets acquired and liabilities assumed based on their respective fair values at the effective date of the transaction. Such allocations are based on studies and valuations which have not yet been completed. Accordingly, the allocations and estimated lives for the Merger in the unaudited pro forma financial information for the combined company are preliminary and subject to change. The following unaudited pro forma financial information for the combined company should be read in conjunction with the historical financial statements of Genesis for its fiscal year ended September 30, 1997 and Vitalink for its fiscal year ended May 31, 1998, including the respective notes thereto, which are incorporated by reference in this Form 8-K. GENESIS HEALTH VENTURES, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS TWELVE MONTHS ENDED SEPTEMBER 30,1997 (In thousands, except share and per share data)
Genesis Genesis Pro Forma Vitalink Transaction Historical Adjustments Historical * Adjustments ------------ ------------- ------------ ------------ Net revenues $ 1,099,823 $ 148,817 (8)(11) 352,923 - Expenses: Operating expenses 858,916 94,069 (11) 262,676 (3,373) (5) Corporate, general and administrative 41,039 16,000 (8) 32,229 (5,600) (6) Special charge 15,000 - 3,087 - Lease expense 28,587 1,356 (11) 6,205 (500) (6) Depreciation and amortization 41,946 3,585 (10)(11) 12,457 2,809 (1) Interest expense, net 39,103 35,358 (9) 2,776 26,941 (2) ------------ ------------- ------------ ------------ Total expenses 1,024,591 150,368 319,430 20,277 ------------ ------------- ------------ ------------ Income (loss) before income taxes, equity in loss of unconsolidated subsidiaries and extraordinary item 75,232 (1,551) 33,493 (20,277) Income tax expense (benefit) 27,088 (558) (7) 14,934 (8,311) (7) ------------ ------------- ------------ ------------ Income (loss) before equity in loss of unconsolidated subsidiaries and extraordinary item 48,144 (993) 18,559 (11,966) Equity in loss of unconsolidated subsidiaries - (5,109) (12) - - ------------ ------------- ------------ ------------ Income (loss) before extraordinary item 48,144 (6,102) 18,559 (11,966) Less: preferred stock dividends - - - 17,525 (3) ------------ ------------- ------------ ------------ Income (loss) available to common shareholders before extraordinary item $ 48,144 (6,102) 18,559 (29,491) ============ ============= ============ ============ Per common share data: Basic: Income before extraordinary item (14) $ 1.39 Weighted average shares of common stock and equivalents 34,558,000 Diluted: Income before extraordinary item (14) $ 1.33 Weighted average shares of common of common stock and equivalents 36,120,000 Vitalink Pro Forma Pro Forma Pro Forma Combined Combined Adjustments (13) As Adjusted ---------------- ---------------- ---------------- Net revenues 1,601,563 116,447 1,718,010 Expenses: Operating expenses 1,212,288 88,382 1,300,670 Corporate, general and administrative 83,668 12,187 95,855 Special charge 18,087 - 18,087 Lease expense 35,648 - 35,648 Depreciation and amortization 60,797 5,482 66,279 Interest expense, net 104,178 2,700 106,878 ---------------- ---------------- ---------------- Total expenses 1,514,666 108,751 1,623,417 ---------------- ---------------- ---------------- Income (loss) before income taxes, equity in loss of unconsolidated subsidiaries and extraordinary item 86,897 7,696 94,593 Income tax expense (benefit) 33,153 4,013 37,166 ---------------- ---------------- ---------------- Income (loss) before equity in loss of unconsolidated subsidiaries and extraordinary item 53,744 3,683 57,427 Equity in loss of unconsolidated subsidiaries (5,109) - (5,109) ---------------- ---------------- ---------------- Income (loss) before extraordinary item 48,635 3,683 52,318 Less: preferred stock dividends 17,525 - 17,525 ---------------- ---------------- ---------------- Income (loss) available to common shareholders before extraordinary item 31,110 3,683 34,793 ================ ================ ================ Per common share data: Basic: Income before extraordinary item (14) $ 0.90 $ 1.01 Weighted average shares of common stock and equivalents (4) 34,558,000 (4) 34,558,000 Diluted: Income before extraordinary item (14) $ 0.86 $ 0.96 Weighted average shares of common of common stock and equivalents 36,120,000 (4) 36,120,000
* Twelve months ended August 31, 1997. See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations GENESIS HEALTH VENTURES, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS NINE MONTHS ENDED JUNE 30, 1998 (In thousands, except share and per share data)
Genesis Genesis Pro Forma Vitalink Historical Adjustments Historical * --------------- ---------------- ---------------- Net revenues $ 999,390 $ 20,476 (8)(11) 381,099 Expenses: Operating expenses 774,539 17,932 (11) 288,454 Corporate, general and administrative 39,803 - (8) 38,237 Lease expense 23,008 179 (11) - Depreciation and amortization 37,985 321 (10)(11) 14,586 Interest expense, net 59,010 2,100 (9) 4,167 --------------- ---------------- ---------------- Total expenses 934,345 20,532 345,444 --------------- ---------------- ---------------- Income (loss) before income taxes, equity in income (loss) of unconsolidated subsidiaries and extraordinary item 65,045 (56) 35,655 Income tax expense (benefit) 23,741 (21) (7) 15,941 --------------- ---------------- ---------------- Income (loss) before equity in income (loss) of unconsolidated subsidiaries and extraordinary item 41,304 (35) 19,714 Equity in income (loss) of unconsolidated subsidiary 2,077 (365) (12) - --------------- ---------------- ---------------- Income (loss) before extraordinary item 43,381 (400) 19,714 Less: preferred stock dividends - - - Income (loss) available to common shareholders --------------- ---------------- ---------------- before extraordinary item (14) $ 43,381 (400) 19,714 =============== ================ ================ Per common share data: Basic: Income before extraordinary item (14) $ 1.24 Weighted average shares of common stock 35,107,983 Diluted: Income before extraordinary item (14) $ 1.22 Weighted average shares of common stock and equivalents 35,701,210 Transaction Pro Forma Adjustments Combined --------------- ---------------- Net revenues - 1,400,965 Expenses: Operating expenses (2,530) (5) 1,078,395 Corporate, general and administrative (4,200) (6) 73,840 Lease expense (375) (6) 22,812 Depreciation and amortization 2,107 (1) 54,999 Interest expense, net 20,206 (2) 85,483 --------------- ---------------- Total expenses 15,208 1,315,529 --------------- ---------------- Income (loss) before income taxes, equity in income (loss) of unconsolidated subsidiaries and extraordinary item (15,208) 85,436 Income tax expense (benefit) (4,716) (7) 34,945 --------------- ---------------- Income (loss) before equity in income (loss) of unconsolidated subsidiaries and extraordinary item (10,492) 50,491 Equity in income (loss) of unconsolidated subsidiary - 1,712 --------------- ---------------- Income (loss) before extraordinary item (10,492) 52,203 Less: preferred stock dividends 13,144 (3) 13,144 Income (loss) available to common shareholders --------------- ---------------- before extraordinary item (14) (23,636) 39,059 =============== ================ Per common share data: Basic: Income before extraordinary item (14) $ 1.11 Weighted average shares of common stock (4) 35,107,983 Diluted: Income before extraordinary item (14) $ 1.09 Weighted average shares of common stock and equivalents (4) 35,701,210
* Nine months ended May 31, 1998. See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations GENESIS HEALTH VENTURES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED PROFORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) (1) Represents additional amortization relating to the goodwill and the estimated fair value of pharmacy services agreements with Manor Care recorded as a result of the merger, less amortization of pre-acquisition goodwill recorded by Vitalink:
Twelve Months Nine Months Ended Ended September 30, June 30, 1997 1998 ----------------- ----------------- Amortization of goodwill over 40 years $ 13,887 10,415 Amortization of the fair value of pharmacy services agreements with Manor Care over 20 years 1,088 816 ----------------- ----------------- 14,975 11,231 Less: amortization of $342,560 of pre-acquisition goodwill recorded by Vitalink over a remaining useful life of 40 years and amortization and depreciation of assets which have no future benefit 12,166 9,124 ----------------- ----------------- Pro forma adjustment $ 2,809 2,107 ================= =================
(2) The Closing Consideration and the repayment of certain amounts under the Vitalink credit facility were financed, in part, through borrowings under Genesis' revolving credit facility, resulting in additional net interest expense, and the amortization of related direct financing costs, as follows:
Twelve Months Nine Months Ended Ended September 30, June 30, 1997 1998 ----------------- ----------------- Interest expense - $383,811 borrowing under revolving credit facility, 8.00% $ 30,705 23,029 Amortization of direct financing costs over 10 years 367 275 ----------------- ----------------- 31,072 23,304 Less: interest expense - $68,274 repayment of Vitalink credit facility, 6.05% 4,131 3,098 ----------------- ----------------- Pro forma adjustment $ 26,941 20,206 ================= =================
(3) Represents the 5.9375% dividend on the $295,155 of Genesis Preferred Stock issued as part of the Closing Consideration.
Twelve Months Nine Months Ended Ended September 30, June 30, 1997 1998 ----------------- ----------------- $ 17,525 13,144 ================= =================
(4) Pro forma per share basic and diluted income before extraordinary item include the effect of the 5.9375% dividend on the Genesis Preferred Stock. The pro forma per share diluted income before extraordinary item does not assume the conversion of the Genesis Preferred Stock as the effect would be antidilutive. (5) Genesis has identified certain operations of Vitalink for which it has a discrete and identifiable plan to implement. Additionally, under current pharmaceutical supply contracts, purchasing discounts on volume increases will be achieved.
Twelve Months Nine Months Ended Ended September 30, June 30, 1997 1998 ----------------- ----------------- Elimination of losses related to operations for which Genesis has a discrete and identifiable plan $ 1,273 955 Purchasing discounts on volume increases 2,100 1,575 ----------------- ----------------- Pro forma adjustment $ 3,373 2,530 ================= =================
Additionally, Genesis has identified duplicative positions and operations and the related costs which approximate $10,900 for the twelve months ended September 30, 1997 and $8,175 for the nine months ended June 30, 1998, and plans to eliminate these costs according to a transition plan within one year from the Merger date. (6) As a result of the Merger, certain duplicative corporate and administrative overhead functions related to the prior ownership structure will be merged and duplicative positions will be eliminated. Genesis has identified duplicative physical locations which will be merged into existing Genesis administrative locations.
Twelve Months Nine Months Ended Ended September 30, June 30, 1997 1998 ----------------- ----------------- Personnel reductions in corporate and administrative staff to eliminate duplicative positions $ 3,100 2,325 Other administrative costs including legal and accounting fees and office expense 2,500 1,875 ----------------- ----------------- $ 5,600 4,200 ================= ================= Lease expense $ 500 375 ================= =================
(7) Represents income tax benefit, excluding non-deductible amortization, at 36%. (8) As a result of the management contract with Multicare, certain corporate employees of Multicare are employed by Genesis. The management fee charged by Genesis is reflected as an adjustment to net revenues.
Twelve Months Nine Months Ended Ended September 30, June 30, 1997 1998 ----------------- ----------------- Total corporate, general and administrative expense $ 16,000 - ================= ================= Management fee revenues $ 38,186 - ================= =================
(9) Interest expense has been adjusted to reflect the indebtedness incurred in connection with the investment in Multicare, the Pharmacy Purchase and the Therapy Purchase. The estimated average interest rate for the indebtedness incurred is approximately 8.3%.
Twelve Months Nine Months Ended Ended September 30, June 30, 1997 1998 ----------------- ----------------- Interest expense, net $ 35,358 2,100 ================= =================
(10) In connection with the Therapy Purchase and the Pharmacy Purchase, depreciation and amortization have been increased by the amortization of goodwill and depreciation resulting from the allocation of purchase price. The Therapy Purchase and Pharmacy Purchase have preliminarily resulted in additional goodwill of approximately $47,000 which is amortized over lives ranging from 20 to 40 years.
Twelve Months Nine Months Ended Ended September 30, June 30, 1997 1998 ----------------- ----------------- Depreciation and amortization $ 1,675 321 ================= =================
(11) Represents the consolidation of the operating results relating to the Therapy Purchase and the Pharmacy Purchase.
Twelve Months Nine Months Ended Ended September 30, June 30, 1997 1998 ----------------- ----------------- Revenues, net $ 110,631 $ 20,476 Operating expenses 94,069 17,932 Depreciation and amortization 1,910 - Lease expense 1,356 179
(12) Represents Genesis' 43.6% share of the pro forma Multicare net loss from continuing operations. (13) The Vitalink Pro Forma Adjustments give effect to Vitalink's merger with TeamCare, Inc. ("TeamCare"), an institutional pharmacy business. The merger was accounted for using the purchase method of accounting with an effective date of February 1, 1997, and accordingly, the historical results of TeamCare from September 1, 1996 through January 31, 1997 are presented below with related pro forma adjustments: The pro forma adjustments represent the amortization of (a) approximately $216,500 of the excess of purchase price over the estimated fair value of net assets acquired and (b) the amortization of approximately $11,400 representing the estimated fair value of pharmaceutical supply agreements based on the straight-line method over 40 and 6 years, respectively.
Vitalink TeamCare Pro Forma Pro Forma Historical Adjustments Adjustments ----------------- ----------------- ----------------- Net revenues $ 116,447 - $ 116,447 Expenses: Operating expenses 88,382 - 88,382 Corporate, general and administrative 12,187 - 12,187 Depreciation and amortization 2,437 3,045 5,482 Interest expense, net 2,700 - 2,700 ----------------- ----------------- ----------------- Total expenses 105,706 3,045 108,751 ----------------- ----------------- ----------------- Income (loss) before income taxes 10,741 (3,045) 7,696 ----------------- ----------------- ----------------- Income tax expense 4,013 - 4,013 ----------------- ----------------- ----------------- Income (loss) from continuing operations $ 6,728 (3,045) $ 3,683 ================= ================= =================
(14) Before the effect of extraordinary losses, net of tax, of $553 and $1,924 related to the early retirement of debt for the twelve months ended September 30, 1997 and the nine months ended June 30, 1998, respectively. GENESIS HEALTH VENTURES, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET JUNE 30, 1998 (In thousands)
Genesis Vitalink Pro Forma Pro Forma Historical Historical (1) Adjustments Combined ----------------- ------------------ ----------------- -------------------- Current assets $ 473,166 141,565 -- 614,731 Property and equipment, net 582,892 25,490 (12,025) (2) 596,357 Goodwill and other intangibles, net 418,760 342,560 212,917 (3) 999,661 3,669 (4) 21,755 (5) Other assets 517,336 24,342 -- 541,678 ----------------- ------------------ ----------------- -------------------- Total assets $ 1,992,154 533,957 226,316 2,752,427 ================= ================== ================= ==================== Current liabilities $ 182,015 44,539 -- 226,554 Long term debt, excluding current maturities 1,089,460 74,317 (68,274) (6) 1,479,314 383,811 (7) Deferred taxes 51,276 20,273 8,920 (9) 80,469 Other liabilities 23,148 1,532 -- 24,680 Shareholders' equity 646,255 393,296 (98,141) (8) 941,410 ----------------- ------------------ ----------------- -------------------- Total liabilities and shareholders' equity $ 1,992,154 533,957 226,316 2,752,427 ================= ================== ================= ====================
See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet GENESIS HEALTH VENTURES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET (in thousands, except share and per share data) (1) As of May 31, 1998, the end of Vitalink's fiscal year. (2) Represents adjustment to record acquired fixed assets at fair market value. (3) Represents the excess of the Closing Consideration, including direct costs of the Merger, over the fair values of the net assets acquired. The Closing Consideration is based on an offer price of $22.50 per share of the 26,235,973 outstanding shares of Vitalink's Common Stock, and the payment of $8,000 to settle the outstanding common stock options of Vitalink and $2,383 in payments to Vitalink officers for non-compete agreements. Closing Consideration for Vitalink (including option payment of $8,000 and non-compete agreement payments of $2,383) $ 600,692 Direct costs of acquisition 6,331 ---------- 607,023 Add: To record fixed assets acquired at fair market value 12,025 Add: Effect of deferred income taxes related to pharmacy services agreements 8,920 Less: Stockholders' equity of Vitalink, net of existing goodwill of $342,560 (50,736) Less: Estimated fair value of pharmacy services agreements with Manor Care (21,755) ---------- 555,477 Less: Existing Vitalink goodwill 342,560 ---------- $ 212,917 ==========
(4) Represents direct financing costs in connection with the borrowing of available amounts under Genesis's revolving credit facility at an assumed interest rate of 8.00%. (5) Represents the estimated fair value of Vitalink's pharmacy services agreement with Manor Care. (6) Represents the repayment of borrowings under Vitalink's five-year $200 million revolving credit facility which expires February 12, 2002. (7) Represents the borrowing of available amounts under Genesis' revolving credit facility at an assumed interest rate of 8.00% to finance, in part, the Closing Consideration and the repayment of borrowings under Vitalink's revolving credit facility. Borrowings under revolving credit facility $ 383,811 ==========
(8) Represents the issuance of $295,155 of convertible preferred stock to finance a portion of the Closing Consideration and the elimination of Vitalink's shareholders' equity. (9) Represents deferred income taxes related to pharmacy services agreements. (c) Exhibits. The following exhibits are being filed as part of this report: Number Title ------ ----- 2.1** Agreement and Plan of Merger, as amended, dated as of April 26, 1998 by and among Vitalink Pharmacy Services, Inc., V Acquisition Corporation and Genesis Health Ventures, Inc. 23.1*** Consent of Independent Public Accountants * Incorporated by reference from the Vitalink's Form 10-K filed on August 31, 1998. ** Incorporated by reference from the Company's Form S-4/A Registration Statement (File No. 333-58221). *** Previously filed with the Company's Form 8-K dated September 10, 1998. 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. /s/ James V. McKeon ---------------------------- James V. McKeon Vice President and Corporate Controller Date: November 13, 1998 -----END PRIVACY-ENHANCED MESSAGE-----