-----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, DC2a4riwV+1KkQsfPJh+ei9VTtMflSpr/pWeGtBz534sjNeUoVmHXaCUR3cldtWd BKG25/itWcH6eceyFEErUQ== 0000950116-02-001939.txt : 20020816 0000950116-02-001939.hdr.sgml : 20020816 20020816140905 ACCESSION NUMBER: 0000950116-02-001939 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020816 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020816 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11666 FILM NUMBER: 02741009 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 1 eightk.txt 8-K 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): August 16, 2002 GENESIS HEALTH VENTURES, INC. ----------------------------------------------------- (Exact name of Registrant as specified in its charter) Pennsylvania 00-33217 06-1132947 - ------------------------------- ------------------- ------------------- (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) 101 East State Street Kennett Square, Pennsylvania 19348 ------------------------------------------------------------ (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: 610-444-6350 Former name, former address, and former fiscal year, if changed since last report: N/A Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Press release dated August 15, 2002 Item 9. Regulation FD Disclosure. Genesis Health Ventures, Inc. (The "Company") and ManorCare, Inc. have agreed to withdraw all outstanding legal actions against each other stemming from the acquisition by Genesis' subsidiary, NeighborCare, of Manor Care's pharmacy subsidiary, Vitalink. Both companies have also agreed to withdraw the prior pharmacy service agreement and have entered into a new pharmacy service agreement. The new agreement will run through January 2006 and covers approximately 200 Manor Care facilities. The new agreement replaces the current agreement between the two companies that was set to expire in 2004. The pricing of the new agreement has been reduced by approximately $8.5 million annually based upon current sales volumes. The agreement is retroactive to June 1, 2002. The Company believes that the revenue reduction resulting from the new agreement will be offset by cost reductions relating to certain of its previously announced strategic objectives. Statements made in this public filing, and in our other public filings and releases, which are not historical facts contain "forward-looking" statements (as defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties and are subject to change at any time. These forward-looking statements may include, but are not limited to statements containing words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may" and similar expressions. Factors that could cause actual results to differ materially include, but are not limited to, the following: changes in the reimbursement rates or methods of payment from Medicare or Medicaid, or the implementation of other measures to reduce reimbursement for our services; changes in pharmacy legislation and payment formulas; the expiration of enactments providing for additional government funding; efforts of third party payors to control costs; the impact of federal and state regulations; changes in payor mix and payment methodologies; further consolidation of managed care organizations and other third party payors; competition in our business; an increase in insurance costs and potential liability for losses not covered by, or in excess of, our insurance; competition for qualified staff in the healthcare industry; our ability to control operating costs and generate sufficient cash flow to meet operational and financial requirements; achievement of cost reductions relating to certain strategic objectives; and an economic downturn or changes in the laws affecting our business in those markets in which we operate. 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. By: /s/ George V. Hager, Jr. ----------------------------------- George V. Hager, Jr. Executive Vice President and Chief Financial Officer Date: August 16, 2002 EX-99 3 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 For Immediate Release CONTACT: Manor Care: Geoffrey G. Meyers Chief Financial Officer 419-252-5545 e-mail: gmeyers@hcr-manorcare.com Genesis: George V. Hager, Jr. EVP & Chief Financial Officer 610-444-6350 Manor Care and Genesis End Legal Disputes; Sign New Pharmacy Services Agreement Toledo, OH and Kennett Square, PA - (August 15, 2002), ManorCare, Inc. (NYSE: HCR) and Genesis Health Ventures, Inc. (NASDAQ: GHVI) today announced that they are withdrawing all outstanding legal actions against each other and have executed a new pharmacy agreement. The parties have agreed to withdraw all pending litigation stemming from NeighborCare's acquisition of Manor Care's pharmacy subsidiary, Vitalink, in 1998, and the prior pharmacy agreement. The new pharmacy agreement between Genesis' pharmacy subsidiary, NeighborCare, and Manor Care will run through January, 2006, and covers approximately 200 Manor Care facilities in 20 states. The new agreement replaces the current agreement between the two companies that was set to expire in 2004. The new arrangement is the result of extensive dialogue between the two companies and represents a completely new and mutually beneficial relationship. Paul Ormond, Manor Care chairman, president and chief executive, said, "This agreement brings to a close a long series of differences between the companies and normalizes the competitive aspects of the business relationship." "The collaborative effort involved in reaching this new pharmacy agreement is a clear indication that Genesis and Manor Care leadership have put aside any past differences and have begun a new, productive, long-term relationship" said Robert Fish, interim Genesis CEO. Manor Care, Inc., through its operating group HCR Manor Care, is the leading owner and operator of long-term care centers in the United States. The company's 59,000 employees provide high-quality care for patients, residents and clients through a network of more than 500 long-term care centers, assisted living facilities, outpatient rehabilitation clinics, and home health care and hospice offices. Alliances and other ventures supply high-quality pharmaceutical products and management services for professional organizations. The company operates primarily under the respected Heartland, ManorCare and Arden Courts names. Manor Care is committed to being the preeminent care provider in the industry. Shares are traded on the New York Stock Exchange under the ticker symbol HCR. Genesis Health Ventures (GHVI) is a leading provider of healthcare services to America's elders through a network of NeighborCare pharmacies and Genesis ElderCare skilled nursing and assisted living facilities. In addition to pharmacy and inpatient eldercare services, Genesis' 46,000 employees also provide rehabilitation and hospitality services, group purchasing, consulting and facility management services to long-term care providers nationwide. Additional information, including investor information, is available on the Genesis web site at www.ghv.com. Statements made in this release, and in our other public filings and releases, which are not historical facts contain "forward-looking" statements (as defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties and are subject to change at any time. These forward-looking statements may include, but are not limited to statements containing words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may" and similar expressions. Factors that could cause actual results to differ materially include, but are not limited to, the following: changes in the reimbursement rates or methods of payment from Medicare or Medicaid, or the implementation of other measures to reduce reimbursement for our services; changes in pharmacy legislation and payment formulas; the expiration of enactments providing for additional government funding; efforts of third party payors to control costs; the impact of federal and state regulations; changes in payor mix and payment methodologies; further consolidation of managed care organizations and other third party payors; competition in our business; an increase in insurance costs and potential liability for losses not covered by, or in excess of, our insurance; competition for qualified staff in the healthcare industry; our ability to control operating costs and generate sufficient cash flow to meet operational and financial requirements; and an economic downturn or changes in the laws affecting our business in those markets in which we operate. The forward-looking statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control. We caution investors that any forward-looking statements made by us are not guarantees of future performance. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments. # # # -----END PRIVACY-ENHANCED MESSAGE-----