-----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, HFZAIp8Mb8aZg7sza92NGtRHcdHV9b6uT1KY+UM6pt5cBKrUVW3MxRRVHiF+oWrl b+Rq3nP02Y6cMMmYwwN0Hw== 0000950137-99-001165.txt : 19990428 0000950137-99-001165.hdr.sgml : 19990428 ACCESSION NUMBER: 0000950137-99-001165 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990427 GROUP MEMBERS: HCR MANOR CARE INC GROUP MEMBERS: MANOR CARE, INC. SUBJECT COMPANY: 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: SC 13D SEC ACT: SEC FILE NUMBER: 005-44049 FILM NUMBER: 99602113 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HCR MANOR CARE INC CENTRAL INDEX KEY: 0000878736 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 341687107 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE SEAGATE CITY: TOLEDO STATE: OH ZIP: 43604-2616 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: ONE SEAGATE CITY: TOLEDO STATE: OH ZIP: 43604-2616 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH CARE & RETIREMENT CORP / DE DATE OF NAME CHANGE: 19930328 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 GENESIS HEALTH VENTURES, INC. .............................................................. (Name of issuer) Series G Cumulative Converstible Preferred Stock, par value $.01 per share ................................................................................ (Title of class of securities) 37191220 ............................................ (CUSIP number) R. Jeffrey Bixler Vice President and General Counsel HCR Manor Care, Inc. 333 North Summit Street P. O. Box 10086 Toledo, Ohio 43699-0086 (419) 252-5500 ................................................................................ (Name, address and telephone number of person authorized to receive notices and communications) August 28, 1998 ............................................................................... (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (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). (continued on following pages). Page 1 of 11 Pages 2 SCHEDULE 13D CUSIP NO. PAGE OF PAGES --------- --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ManorCare, Inc. IRS ID No. 52-1200376 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 7,879,652 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 7,879,652 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,879,652 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 11 Pages 3 SCHEDULE 13D CUSIP NO. PAGE OF PAGES --------- --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HCR ManorCare, Inc. IRS ID No. 34-1687107 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 7,879,652 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 7,879,652 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,879,652 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 11 Pages 4 ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to the common stock, par value $.02 per share (the "Common Stock") of Genesis Health Ventures, Inc. (the "Issuer"). The Issuer is a Pennsylvania corporation with its principal executive offices located at 101 East State Street, Kennett Square, Pennsylvania 19348. ITEM 2. IDENTITY AND BACKGROUND. This statement on Schedule 13D is being filed with respect to the Common Stock by each of HCR Manor Care, Inc. a Delaware corporation ("HCR"), and its wholly owned subsidiary Manor Care, Inc., a Delaware corporation ("Manor Care" and, together with HCR, the "Filing Persons") pursuant to a Joint Filing Agreement attached hereto as Exhibit 1. The principal place of business of each Filing Person is 333 North Summit Street, P. O. Box 10086, Toledo, Ohio 43699-0086. Each Filing Person is a provider of a range of health care services, including long-term care, subacute medical care, rehabilitation therapy, home health care, pharmacy services and management services for subacute care, rehabilitation therapy, vision care and eye surgery. Set forth in Schedule A is the name, citizenship, business or residence address and present principal occupation or employment, as well as the name and address of any corporation or other organization in which such occupation or employment is conducted, of each of the directors and executive officers of each Filing Person, as of the date hereof. During the last five years, neither Filing Person, nor, to the knowledge of either Filing Person, any person named in Schedule A, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION. See Item 4 below. ITEM 4. PURPOSE OF TRANSACTION. (a) - (j) On August 28, 1998, Vitalink Pharmacy Services, Inc. ("Vitalink") merged with and into V Acquisition corporation, a Delaware corporation and a wholly owned subsidiary of the Issuer ("V Acquisition"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 26, 1998, among the Issuer, V Acquisition and Vitalink. In the merger, each Vitalink shareholder received for each of its shares of Vitalink common stock $22.50 in cash or 0.045 shares of Series G Cumulative Preferred stock, par value $.01 per share (the Preferred Stock"), of the Issuer. Manor Care owned approximately 50% of the outstanding stock of Vitalink and agreed to exchange all of its Vitalink shares for Preferred Stock. Upon consummation of the merger, Manor Care acquired 586,240 shares of Preferred Stock of the Issuer, which shares are convertible into and, prior to their conversion, have the voting rights of 7,879,652 shares of Common Stock of the Issuer. Pursuant to the Merger Agreement, shares of common stock in Vitalink held by Manor Care were converted into 586,240 shares of Preferred Stock of the Issuer, which shares are convertible into and have the voting rights of 7,879,652 shares of Common Stock of the Issuer. Except as set forth herein, no Filing Person currently has any plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a) - (j) of Schedule 13D (although the Filing Persons reserve the right to develop such plans). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) - (b) Manor Care is the direct record owner of 586,240 shares of Preferred Stock. Each share of Preferred Stock is convertible into, and prior to its conversion, votes as 13.441 shares of Common Stock. Based Page 4 of 11 Pages 5 upon information contained in the most recently available filing by the Issuer with the Securities and Exchange Commission (the "SEC"), Manor Care's Preferred Shares are convertible into and vote as approximately 18.3% of the outstanding shares of Common Stock of the Issuer, assuming conversion of the Preferred Shares. HCR (acting through its wholly owned subsidiary Manor Care) indirectly has sole power to vote or direct the vote and to dispose or direct the disposition of the shares of Preferred Stock directly owned by Manor Care. As a result, HCR may be deemed to beneficially own the shares of Preferred Stock directly owned by Manor Care. To the knowledge of the Filing Persons, no shares of Preferred Stock are beneficially owned by any of the persons named in Schedule A. (c) Except as described in item 4 above, there have not been any transactions in the Common Stock effected by or for the account of any of the Filing Persons or any executive officer or director of the Filing Person, during the last 60 days. (d) N/A (e) N/A ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit Description 1. Joint Filing Agreement dated March 26, 1999, by and between HCR Manor Care, Inc. and Manor Care, Inc. 2. Agreement and Plan of Merger, dated as of April 26, 1998 by and among Genesis Health Ventures, Inc., a Pennsylvania corporation, V Acquisition Corporation, a Delaware corporation and Vitalink Pharmacy Services, Inc., a Delaware corporation (incorporated by reference to Exhibit A to the Schedule 13D, filed by Genesis Health Ventures, Inc. on May 6, 1998, with respect to Vitalink Pharmacy Services, Inc.) Page 5 of 11 Pages 6 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. Dated: March 26, 1999 HCR MANOR CARE, INC. By: /s/ R. Jeffrey Bixler ----------------------------------------- Name: R. Jeffrey Bixler Title: Vice President and General Counsel MANOR CARE, INC. By: /s/ R. Jeffrey Bixler ----------------------------------------- Name: R. Jeffrey Bixler Title: Vice President Page 6 of 11 Pages 7 DIRECTORS AND EXECUTIVE OFFICERS OF HCR MANOR CARE, INC. The name, business address and title with HCR Manor Care, Inc. and present principal occupation or employment, of each of the directors and executive officers of HCR Manor Care, Inc. are set forth below. Except as indicated, each person's business address is 333 North Summit Street, P. O. Box 10086, Toledo, Ohio 43699-0086. Each person listed below is a citizen of the United States.
Directors Present Principal Occupation Name Including Name of Employer Stewart Bainum Chairman of the Board, Realty Investment Company, Inc. Stewart Bainum, Jr. Chairman of the Board, HCR Manor Care, Inc. Joseph H. Lemieux Chief Executive Officer of Owens-Illinois, Inc. William H. Longfield Chairman and Chief Executive Officer, C.R. Board, Inc. Frederic V. Malek Chairman, Thayer Capital Partners Paul A. Ormond President and Chief Executive Officer, HCR Manor Care, Inc. Robert G. Siefers Vice Chairman and Chief Financial Officer, National City Corporation M. Keith Weikel Senior Executive Vice President and Chief Operating Officer, HCR Manor Care, Inc. Gail R. Wilensky, Ph.D. Senior Fellow at Project Hope Thomas L. Young Executive Vice President-Administration and General Counsel, Owens-Illinois, Inc. Executive Officers Name Title Paul A. Ormond President and Chief Executive Officer M. Keith Weikel Senior Executive Vice President and Chief Operating Officer Geoffrey G. Meyers Executive Vice President and Chief Financial Officer R. Jeffrey Bixler Vice President and General Counsel Nancy A. Edwards Vice President Jeffrey W. Ferguson Vice President
Page 7 of 11 Pages 8 Name Title Larry R. Godla Vice President Jeffrey A. Grillo Vice President Spencer C. Moler Vice President and Controller Richard W. Parades Vice President F. Joseph Schmitt Vice President Paul G. Sieben Vice President
Page 8 of 11 Pages 9 DIRECTORS AND EXECUTIVE OFFICERS OF MANOR CARE, INC. The name, business address and title with Manor Care, Inc. and present principal occupation or employment, of each of the directors and executive officers of Manor Care, Inc. are set forth below. Except as indicated, each person's business address is 333 North Summit Street, P. O. Box 10086, Toledo, Ohio 43699-0086. Each person listed below is a citizen of the United States.
Directors Present Principal Occupation Name Including Name of Employer Geoffrey G. Meyers Executive Vice President and Chief Financial Officer HCR Manor Care, Inc. Paul A. Ormond President and Chief Executive Officer HCR Manor Care, Inc. M. Keith Weikel Senior Executive Vice President and Chief Operating Officer HCR Manor Care, Inc. Executive Officers Name Title Paul A. Ormond President and Chief Executive Officer M. Keith Weikel Senior Executive Vice President and Chief Operating Officer Geoffrey G. Meyers Executive Vice President and Chief Financial Officer R. Jeffrey Bixler Vice President and General Counsel Nancy A. Edwards Vice President Jeffrey W. Ferguson Vice President Larry R. Godla Vice President Jeffrey A. Grillo Vice President `pencer C. Moler Vice President and Controller Richard W. Parades Vice President F. Joseph Schmitt Vice President Paul G. Sieben Vice President
Page 9 of 11 Pages 10 Exhibit Description 1. Joint Filing Agreement dated March 26, 1999, by and between HCR Manor Care, Inc. and Manor Care, Inc. 2. Agreement and Plan of Merger, dated as of April 26, 1998 by and among Genesis Health Ventures, Inc., a Pennsylvania corporation, V. Acquisition Corporation, a Delaware corporation and Vitalink Pharmacy Services, Inc., a Delaware corporation (incorporated by reference to Exhibit A to the Schedule 13D, filed by Genesis Health Ventures, Inc. on May 6, 1998, with respect to Vitalink Pharmacy Services, Inc.) Page 10 of 11 Pages EX-1 2 JOINT FILING AGREEMENT 1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree to jointly file a statement on Schedule 13D, together with any amendments thereto (collectively, the "Schedule 13Ds"), with the Securities and Exchange Commission pursuant to the requirements of Rule 13-d-1(f) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be signed in counterpart copies. Dated: March 26, 1999 HCR MANOR CARE, INC. By: /s/ R. Jeffrey Bixler ----------------------------------------- Name: R. Jeffrey Bixler Title: Vice President and General Counsel MANOR CARE, INC. By: /s/ R. Jeffrey Bixler ----------------------------------------- Name: R. Jeffrey Bixler Title: Vice President Page 11 of 11 Pages -----END PRIVACY-ENHANCED MESSAGE-----