-----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, A+ASh6nazHfK9577cs7v8fTZlFnzEyDz1ol9ta4dw0hNdCqjXsjgnpW1cnW/O/7/ qR/PATygKQP0hglAwTUgUw== 0000950116-96-000964.txt : 19960913 0000950116-96-000964.hdr.sgml : 19960913 ACCESSION NUMBER: 0000950116-96-000964 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960912 SROS: NONE 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: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-11847 FILM NUMBER: 96629233 BUSINESS ADDRESS: STREET 1: 148 W STATE ST STE 100 CITY: KENNETT SQUARE STATE: PA ZIP: 19348 BUSINESS PHONE: 6104446350 MAIL ADDRESS: STREET 1: 148 W STATE STREET CITY: KENNETT SQUARE STATE: PA ZIP: 19348 S-3 1 As filed with the Securities and Exchange Commission on September 12, 1996 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- GENESIS HEALTH VENTURES, INC. (Exact name of Registrant as specified in its charter) Pennsylvania 06-1132947 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 148 West State Street Kennett Square, Pennsylvania 19348 (610) 444-6350 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Michael R. Walker Chairman and Chief Executive Officer Genesis Health Ventures, Inc. 148 West State Street Kennett Square, Pennsylvania 19348 (610) 444-6350 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Richard J. McMahon, Esquire Blank Rome Comisky & McCauley 1200 Four Penn Center Plaza Philadelphia, Pennsylvania 19103 (215) 569-5554 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
==================================================================================================================================== Proposed Proposed maximum maximum Amount of Title of securities Amount to be offering price aggregate registration to be registered registered per share offering price fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $0.02 per share 159,499 shares (1) $23.25 (2) $3,708,351.75 (2) $1,279.00 ====================================================================================================================================
(1) This Registration Statement covers shares owned by certain selling stockholders which shares may be offered from time to time by the selling stockholders for a period not to exceed 2 years from June 5, 1996. (2) Based upon the average of the high and low prices of the Common Stock as reported by the New York Stock Exchange on September 6, 1996, estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in and State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED SEPTEMBER 12, 1996 PROSPECTUS GENESIS HEALTH VENTURES, INC. 159,499 Shares of Common Stock The shares offered hereby (the "Shares") consist of 159,499 shares of common stock, $.02 par value per share (the "Common Stock"), of Genesis Health Ventures, Inc., a Pennsylvania corporation ("Genesis" or the "Company"), which are owned by the selling stockholders listed herein under "Selling Stockholders" (collectively, the "Selling Stockholders"). The Shares may be offered from time to time by the Selling Stockholders until June 5, 1998. Genesis shall pay all expenses incident to the registration of the Common Stock, including, without limitation, the filing of this Registration Statement, including all registration and filing fees, fees and expenses of compliance with state securities or "blue sky" laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel for the Company and all independent certified public accountants retained by the Company, and all fees and expenses incurred in connection with the listing of the Common Stock on the New York Stock Exchange. Each Selling Stockholder shall pay all expenses relating to the sale of the Shares including any commissions, discounts or other fees payable to broker-dealers and any attorney fees or other expenses incurred by such Selling Stockholder. Genesis will not receive any of the proceeds from the sale of the Shares by the Selling Stockholders. The Selling Stockholders have not advised Genesis of any specific plans for the distribution of the Shares covered by this Prospectus, but it is anticipated that the Shares will be sold from time to time primarily in transactions (which may include block transactions) on the New York Stock Exchange at the market price then prevailing, although sales may also be made in negotiated transactions or otherwise. The Selling Stockholders and the brokers and dealers through whom sale of the Shares may be made may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and their commissions or discounts and other compensation may be regarded as underwriters' compensation. See "Plan of Distribution." The Company's Common Stock is quoted on the New York Stock Exchange under the symbol "GHV." On September 10, 1996, the last reported closing price of the Common Stock was $24.875 per share. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------- THE DATE OF THIS PROSPECTUS IS SEPTEMBER 12, 1996. AVAILABLE INFORMATION Genesis has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-3 under the Securities Act (the "Registration Statement") with respect to the registration of Genesis Common Stock owned by the Selling Stockholders. This Prospectus constitutes a part of the Registration Statement and, in accordance with the rules of the Commission, omits certain of the information contained in the Registration Statement. For such information, reference is made to the Registration Statement and the exhibits thereto. Genesis is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Commission. The Registration Statement, as well as such reports, proxy statements and other information, can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60621, and at 75 Park Place, 14th Floor, New York, New York 10007. Copies of such material also can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such materials and other information concerning Genesis are also filed electronically with the commission and are accessible via the Worldwide Web at http://www.sec.gov. In addition, the Company's Common Stock, 6% Convertible Senior Subordinated Debentures due 2003 and 9-3/4% Senior Subordinated Notes due 2005 are listed on the New York Stock Exchange. The Company's reports, proxy statements and other information filed under the Exchange Act may also be inspected and copied at the New York Stock Exchange, 120 Broad Street, New York, New York 10005. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents and portions of documents filed by the Company with the Commission are hereby incorporated by reference into this Prospectus and made a part hereof: (i) the Annual Report on Form 10-K for the year ended September 30, 1995; (ii) the Quarterly Reports on Form 10-Q for the quarters ended December 31, 1995, March 31, 1996 and June 30, 1996, as amended; (iii) Meridian Health Care Group's combined financial statements for the 11 month period ended November 30, 1993 included in the Current Report on Form 8-K dated November 30, 1993, as amended; (iv) the Current Report on Form 8-K dated November 30, 1995, as amended; (v) the Current Report on Form 8-K dated April 21, 1996; (vi) the Current Report on Form 8-K dated May 3, 1996, as amended; (vii) the Current Report on Form 8-K dated May 8, 1996; (viii) the Current Report on Form 8-K dated July 11, 1996; and (ix) the Current Report on Form 8-K dated July 26, 1996. All documents filed by Genesis pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing thereof. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Prospectus, except as so modified or superseded. -2- The Company hereby undertakes to provide without charge to each person, including any beneficial owner to whom a copy of this Prospectus has been delivered, upon written or oral request of such person, a copy of any or all of the information that has been incorporated by reference in this Prospectus (not including exhibits to such information unless such exhibits are specifically incorporated by reference into the information that this Prospectus incorporates). Written or oral requests for such copies should be directed to Genesis Health Ventures, Inc., 148 West State Street, Kennett Square, Pennsylvania 19348, Attention: Investor Relations, telephone (610) 444-6350. THE COMPANY Genesis is a leading provider of healthcare and support services to the elderly. The Company has developed the Genesis ElderCare(sm) delivery model of integrated healthcare networks to provide cost-effective, outcome-oriented services to the elderly. Through these integrated healthcare networks, Genesis provides basic healthcare and specialty medical services to more than 60,000 customers in five regional markets in the Eastern United States in which over 3,000,000 people over the age of 65 reside. The networks include 107 eldercare centers with approximately 14,300 beds; 10 primary care physician clinics; approximately 60 physicians, physician assistants and nurse practitioners; nine institutional pharmacies and five medical supply distribution centers serving over 32,000 beds; certified rehabilitation agencies providing services through approximately 265 contracts; and seven home healthcare agencies. Genesis has concentrated its eldercare networks in five geographic regions in order to achieve operating efficiencies, economies of scale and significant market share. The five geographic markets that Genesis principally serves are: Massachusetts/ Connecticut/New Hampshire; Eastern Pennsylvania/Delaware Valley; Southern Delaware/Eastern Shore of Maryland; Baltimore, Maryland/Washington, D.C.; and Central Florida. Genesis is a Pennsylvania corporation that was organized in 1985. Genesis' principal executive offices are located at 148 West State Street, Kennett Square, Pennsylvania 19348, and its telephone number is (610) 444-6350. USE OF PROCEEDS Genesis will not receive any proceeds from the sale of the Shares by the Selling Stockholders. -3- SELLING STOCKHOLDERS The following table sets forth certain information as of the date of this Prospectus regarding the ownership of shares of Genesis Common Stock of each Selling Stockholder and as adjusted to give effect to the sale of the Shares offered hereby. All of the Shares being offered by the Selling Stockholders were acquired by them as a result of the acquisition by Genesis of Professional Pharmacy Services, Inc., Medical Services Group, Inc., CareCard, Inc., Transport Services, Inc. and NeighborCare Pharmacies, Inc. (collectively, "NeighborCare"). The Shares are being registered to permit public secondary trading in the Shares and the Selling Stockholders may offer the Shares for resale from time to time. See "Plan of Distribution."
# of Shares # of Shares # of Shares % of Shares Name of Owned Before Being Offered Owned After Owned After Selling Stockholder the Offering for Sale the Offering the Offering - -------------------------------------------- ----------------- ----------------- ----------------- ----------------- The Chase Manhattan Bank, N.A. 34,401 17,545 16,856 49% Michael Bronfein and Jessica Bronfein 139,171 70,977 68,194 49% Stanton Ades and Renee Ades 139,171 70,977 68,194 49%
PLAN OF DISTRIBUTION The Shares offered hereby by the Selling Stockholders may be sold from time to time by the Selling Stockholders, or by pledgees, donees, transferees or other successors in interest. Such sales may be made on one or more exchanges or in the over-the-counter market (including the Nasdaq National Market of The Nasdaq Stock Market), or otherwise at prices and at terms then prevailing or at prices related to the then-current market price, or in negotiated transactions. The Shares may be sold by one or more of the following methods, without limitation: (a) a block trade in which the broker-dealer so engaged will attempt to sell the Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this Prospectus; (c) ordinary brokerage transactions and transactions in which the broker solicits purchasers; and (d) face-to-face transactions between the Selling Stockholders and purchasers without a broker-dealer. In effecting sales, brokers or dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate. Such brokers or dealers may receive commissions or discounts from the Selling Stockholders in amounts to be negotiated immediately prior to the sale. Such brokers or dealers and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act, in connection with such sales. In addition, any securities covered by this Prospectus that qualify for sale pursuant to Rule 144 might be sold under Rule 144 rather than pursuant to this Prospectus. Upon Genesis being notified by a Selling Stockholder that any material arrangement has been entered into with a broker or dealer for the sale of Shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplemented Prospectus will be filed, if required, pursuant to Rule 424(c) under the Securities Act, disclosing (a) the name of each such broker-dealer, (b) the number of Shares involved, (c) the price at which such Shares were sold, (d) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (e) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this Prospectus, as supplemented, and (f) other facts material to the transaction. -4- The Registration Statement shall remain effective until the earlier of (i) the date on which all of the Shares included in the Registration Statement have been sold or permitted to be sold under Rule 144 or (ii) June 5, 1998. Genesis shall pay all expenses incident to the registration of the Common Stock, including, without limitation, the filing of this Registration Statement, including all registration and filing fees, fees and expenses of compliance with state securities or "blue sky" laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel for the Company and all independent certified public accountants retained by the Company, and all fees and expenses incurred in connection with the listing of the Common Stock on the New York Stock Exchange. Each selling stockholder shall pay all expenses relating to the sale of the shares including any commissions, discounts or other fees payable to broker-dealers and any attorney fees or other expenses incurred by such selling stockholder. In accordance with the Registration Rights Agreement dated June 5, 1996, by and among Genesis, The Chase Manhattan Bank, N.A., Michael Bronfein, Jessica Bronfein, Stanton Ades and Renee Ades (the "Registration Rights Agreement"), Genesis has agreed to indemnify the Selling Stockholders in certain circumstances, against certain liabilities, including liabilities arising under the Securities Act. Each Selling Stockholder has agreed to indemnify Genesis and its directors, and its officers who sign the Registration Statement against certain liabilities, including liabilities arising under the Securities Act. LEGAL MATTERS An opinion has been rendered by the law firm of Blank Rome Comisky & McCauley, Philadelphia, Pennsylvania, to the effect that the shares of Common Stock offered by the Selling Stockholders hereby are legally issued, fully paid and non-assessable. Stephen Luongo, a partner in Blank Rome Comisky & McCauley, is the beneficial owner of 36,097 shares of Common Stock and is a director of the Company. EXPERTS The consolidated financial statements of Genesis and its subsidiaries as of September 30, 1994 and 1995, and for each of the years in the three-year period ended September 30, 1995 have been incorporated by reference herein and in the Registration Statement, and the Meridian Healthcare Group combined financial statements as of November 30, 1993 and for the 11 month period ended November 30, 1993 incorporated in this Prospectus by reference to the Meridian Healthcare Group combined financial statements included in the Company's Current Report on Form 8-K/A dated November 30, 1993 have been incorporated by reference herein and incorporated in reliance upon the reports of KPMG Peat Marwick LLP, independent certified public accountants, appearing elsewhere herein or incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. -5- The financial statements of McKerley Health Care Centers, Inc. for the years ended December 31, 1994 and 1993, the financial statements of McKerley Health Facilities for the years ended December 31, 1994 and 1993, and the financial statements and other financial information of McKerley Health Care Center - Concord Limited Partnership for the period from March 11, 1994 to December 31, 1994, appearing in the Company's Current Report on Form 8-K/A dated April 5, 1996, and the financial statements of National Health Care Affiliates, Inc. and Related Entities for the year ended December 31, 1995, appearing in the Company's Current Report on Form 8-K/A dated May 3, 1996, have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon included therein and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. -6-
================================================= ====================================== No dealer, salesman or other person 159,499 Shares has been authorized to give any information or to make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by Genesis or the GENESIS HEALTH VENTURES, INC. Selling Stockholders. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy to any person in any jurisdiction in which such offer or solicitation would be unlawful or to any person to whom it is unlawful. Neither the delivery of this Prospectus nor any offer or sale made Common Stock hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Genesis or that information contained herein is correct as of any time subsequent to the date hereof. --------------- _______________ PROSPECTUS --------------- TABLE OF CONTENTS Page Available Information............................2 Incorporation of Documents by Reference..................................2 The Company......................................3 Use of Proceeds..................................3 Selling Stockholders.............................4 Plan of Distribution.............................4 Legal Matters....................................5 September 12, 1996 Experts..........................................5 ==================================================== =========================================
PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table shows the estimated expenses of the issuance and distribution of the securities offered hereby. Registration expenses paid by the Company.................... $ 1,279.00 Legal fees and expenses...................................... 5,000.00 Accounting fees and expenses................................. 5,000.00 Miscellaneous................................................ 5,000.00 ------------ Total............................................... $16,279.00 ============ ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Sections 1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania Business Corporation Law of 1988 (the "BCL") contain provisions for mandatory and discretionary indemnification of a corporation's directors, officers and other personnel, and related matters. Under Section 1741, subject to certain limitations, a corporation has the power to indemnify directors and officers under certain prescribed circumstances against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with an action or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of his being a representative, director or officer of the corporation or serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Under Section 1743, indemnification is mandatory to the extent that the officer or director has been successful on the merits or otherwise in defense of any action or proceeding if the appropriate standards of conduct are met. Section 1742 provides for indemnification in derivative actions except in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the corporation unless and only to the extent that the proper court determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court deems proper. II-1 Section 1744 provides that, unless ordered by a court, any indemnification under Section 1741 or 1742 shall be made by the corporation only as authorized in the specific case upon a determination that the representative met the applicable standard of conduct, and such determination will be made by the board of directors (i) by a majority vote of a quorum of directors not parties to the action or proceeding; (ii) if a quorum is not obtainable, or if obtainable and a majority of disinterested directors so directs, by independent legal counsel; or (iii) by the shareholders. Section 1745 provides that expenses incurred by an officer, director, employee or agent in defending a civil or criminal action or proceeding may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Section 1746 provides generally that, except in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness, the indemnification and advancement of expenses provided by Subchapter 17D of the BCL shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders of disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding that office. Section 1747 also grants to a corporation the power to purchase and maintain insurance on behalf of any director or officer against any liability incurred by him or her in his or her capacity as officer or director, whether or not the corporation would have the power to indemnify him or her against the liability under Subchapter 17D of the BCL. Section 1748 and 1749 extend the indemnification and advancement of expenses provisions contained in Subchapter 17D of the BCL to successor corporations in fundamental changes and to representatives serving as fiduciaries of employee benefit plans. Section 1750 provides that the indemnification and advancement of expense provided by, or granted pursuant to, Subchapter 17D of the BCL, shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representative of such person. For information regarding provisions under which a director or officer of the Company may be insured or indemnified in any manner against any liability which he or she may incur in his or her capacity as such, reference is made to Article III of the Company's Bylaws, which provides in general that the Company shall indemnify its officers and directors to the fullest extent authorized by law. The Company also provides insurance coverage to its directors and officers for up to $15 million. II-2 ITEM 16. EXHIBITS. NUMBER DOCUMENT - ------ -------- 5.1 Opinion of Blank Rome Comisky & McCauley as to the validity of the issuance of the shares of Genesis Common Stock to be registered. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consents of Ernst & Young LLP. 23.3 Consent of Blank Rome Comisky & McCauley (included in Exhibit 5.1). 24.1 Power of attorney of certain signatories (included on the Signature Page). ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (2) For the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective. (4) It will remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-3 (5) It will include any material information with respect to the plan of distribution by means of a post-effective amendment not previously disclosed in this registration statement or any material change to such information in this registration statement. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Genesis pursuant to the foregoing provisions, or otherwise, Genesis has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Genesis of expenses incurred or paid by a director, officer or controlling person of Genesis in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Genesis will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Kennett Square, Pennsylvania, on the date indicated. GENESIS HEALTH VENTURES, INC. Date: September 12, 1996 By: /s/ Michael R. Walker ------------------------------------------- Michael R. Walker, Chairman, Chief Executive Officer and Director KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael R. Walker and Richard R. Howard, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documentation in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE Capacity Date - -------------------------------------------- ------------------------------------- ---------------------------- /s/ Michael R. Walker Chairman, Director and Chief September 12, 1996 - ------------------------------------------- Executive Officer Michael R. Walker /s/ Richard R. Howard President, Chief Operating September 12, 1996 - ------------------------------------------- Officer and Director Richard R. Howard /s/ George V. Hager, Jr. Senior Vice President and Chief September 12, 1996 - ------------------------------------------- Financial Officer George V. Hager, Jr. /s/ Edward J. Boeggeman Vice President and Controller September 12, 1996 - ------------------------------------------- Edward J. Boeggeman /s/ Allen R. Freedman Director September 12, 1996 - ------------------------------------------- Allen R. Freedman /s/ Samuel H. Howard Director September 12, 1996 - ------------------------------------------- Samuel H. Howard
II-5
/s/ Roger C. Lipitz Director September 12, 1996 - ------------------------------------------- Roger C. Lipitz /s/ Stephen E. Luongo Director September 12, 1996 - ------------------------------------------- Stephen E. Luongo /s/ Alan B. Miller Director September 12, 1996 - ------------------------------------------- Alan B. Miller Director September , 1996 - ------------------------------------------- Fred F. Nazem
II-6 EXHIBIT INDEX NUMBER DOCUMENT - ------ -------- 5.1 Opinion of Blank Rome Comisky & McCauley. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consents of Ernst & Young LLP. 23.3 Consent of Blank Rome Comisky & McCauley (included in Exhibit 5.1). 24.1 Power of attorney of certain signatories (included on the Signature Page). EX-5 2 EXHIBIT 5.1 EXHIBIT 5.1 [LETTERHEAD OF BLANK ROME COMISKY & McCAULEY] September 12, 1996 Genesis Health Ventures, Inc. 148 West State Street Kennett Square, PA 19348 Gentlemen: We have acted as counsel to Genesis Health Ventures, Inc. (the "Company") in connection with the preparation of the Registration Statement on Form S-3 ("Registration Statement") to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of 159,499 shares of common stock, par value $.02 per share ("Common Stock"), which have been included in the Registration Statement for the respective accounts of the persons identified in the Registration Statement as Selling Stockholders. This opinion is furnished pursuant to the requirement of Item 601(b)(5) of Regulation S-K. Although as counsel to the Company we have advised the Company in connection with a variety of matters referred to us by it, our services are limited to specific matters so referred. Consequently, we may not have knowledge of many transactions in which the Company has engaged or its day-to-day operations. In rendering this opinion, we have examined the following documents: (i) the Company's Articles of Incorporation and Bylaws, as amended and restated since the inception of the Company, (ii) the Company's Minute Books; (iii) the Registration Statement; and (iv) a certification from the Company's transfer agent. We have assumed and relied, as to questions of fact and mixed questions of law and fact, on the truth, completeness, authenticity and due authorization of all documents and records examined and the genuineness of all signatures. We have not made any independent investigation in rendering this opinion other than the document examination described. Our opinion is therefore qualified in all respects by the scope of that document examination. We make no representation as to the sufficiency of our investigation for your purposes. This opinion is limited to the laws of the Commonwealth of Pennsylvania. In rendering this opinion we have assumed (i) compliance with all other laws, including federal laws and (ii) compliance with all Pennsylvania securities and antitrust laws. Based upon and subject to the foregoing, we are of the opinion that the shares of Common Stock are legally issued, fully paid and non-assessable. This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur. This opinion is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under "Item 5. Interests of Named Experts and Counsel" in the Registration Statement. Sincerely, /s/ Blank Rome Comisky & McCauley ----------------------------- BLANK ROME COMISKY & McCAULEY II-9 EX-23.1 3 EXHIBIT 23.1 Exhibit 23.1 Consent of Independent Auditors The Board of Directors Genesis Health Ventures, Inc.: We consent to the reference to our firm under the heading "Experts" in the prospectus. We also consent to the incorporation by reference in this Registration Statement on Form S-3 of Genesis Health Ventures, Inc. of our report dated November 29, 1995, except for note 2 which is as of November 30, 1995, related to the consolidated balance sheets of Genesis Health Ventures, Inc. and subsidiaries as of September 30, 1995 and 1994, and the related consolidated statements of operations, shareholders' equity, and cash flows, and our report dated November 29, 1995 on the related schedule for each of the years in the three-year period ended September 30, 1995, which reports appear in the September 30, 1995 annual report on Form 10-K of Genesis Health Ventures, Inc., and our report, dated May 26, 1994 relating to the combined balance sheet of Meridian Healthcare Group as of November 30, 1993 and the related combined statements of operations, shareholders' deficit, and cash flows for the 11 month period ended November 30, 1993, which report appears on the Company's Current Report on Form 8-K/A dated November 30, 1993. /s/ KPMG Peat Marwick LLP --------------------- KPMG Peat Marwick LLP Philadelphia, Pennsylvania September 9, 1996 EX-23.2 4 EXHIBIT 23.2 EXHIBIT 23.2 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of Genesis Health Ventures, Inc., dated September 12, 1996, for the registration of 159,499 shares of its common stock and to the incorporation by reference therein of our report dated February 24, 1995, with respect to the financial statements of McKerley Health Care Centers, Inc. included in Genesis Health Ventures, Inc.'s Current Report (Form 8K/A), dated April 5, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ------------------------ Ernst & Young LLP Manchester, New Hampshire September 6, 1996 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of Genesis Health Ventures, Inc., dated September 12, 1996, for the registration of 159,499 shares of its common stock and to the incorporation by reference therein of our report dated February 6, 1995, with respect to the financial statements and other financial information of McKerley Health Care Center--Concord Limited Partnership included in Genesis Health Ventures, Inc.'s Current Report (Form 8K/A), dated April 5, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ------------------------ Ernst & Young LLP Manchester, New Hampshire September 6, 1996 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of Genesis Health Ventures, Inc., dated September 12, 1996, for the registration of 159,499 shares of its common stock and to the incorporation by reference therein of our report dated February 24, 1995, with respect to the financial statements of McKerley Health Facilities included in Genesis Health Ventures, Inc.'s Current Report (Form 8K/A), dated April 5, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ------------------------ Ernst & Young LLP Manchester, New Hampshire September 6, 1996 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3 No. 333- ) and related Prospectus of Genesis Health Ventures, Inc. for the registration of 159,499 shares of its common stock and to the incorporation by reference therein of our report dated March 15, 1996, with respect to the combined financial statements of National Health Care Affiliates, Inc. and Related Entities for the year ended December 31, 1995, included in Genesis Health Ventures, Inc.'s Current Report (Form 8-K/A), dated May 3, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ------------------------ Ernst & Young LLP Buffalo, New York September 12, 1996 -----END PRIVACY-ENHANCED MESSAGE-----