-----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, Gig7IO2ENTEeffmmMo5DAdceWYG5ha/c7ccCbZlYOra847sdLzgmywkZ4GVoFrKT 3IReMNco2gnwdaqedUPYwA== 0000950116-01-500373.txt : 20010620 0000950116-01-500373.hdr.sgml : 20010620 ACCESSION NUMBER: 0000950116-01-500373 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010605 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MULTICARE COMPANIES INC CENTRAL INDEX KEY: 0000890925 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 223152527 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22090 FILM NUMBER: 1663219 BUSINESS ADDRESS: STREET 1: 101 E STATE ST CITY: KENNETT SQUARE STATE: PA ZIP: 19348 BUSINESS PHONE: 6104446350 MAIL ADDRESS: STREET 1: 411 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 8-K 1 eight-k.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): June 5, 2001 THE MULTICARE COMPANIES, INC. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Exact name of Registrant as specified in its charter) Delaware 34-22090 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (State or other jurisdiction of (Commission File Number) incorporation or organization) 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 Item 1-4. Not applicable Item 5. Other Events. Genesis Health Ventures, Inc. and The Multicare Companies, Inc. filed a joint plan of reorganization ("the Plan") in the U.S. Bankruptcy Court for the District of Delaware on June 5, 2001, calling for the merger of the two companies under the Genesis banner. The Plan provides that Multicare will become a wholly-owned subsidiary of Genesis. Genesis currently owns 43.6 % of Multicare and manages its skilled nursing and assisted living facilities under the Genesis Eldercare brand name. The confirmation and consummation of the Plan are subject to certain conditions including the receipt of the requisite acceptances from various creditor classes to confirm the Plan and the Court's determination that the Plan satisfies the statutory requirements for confirmation under the bankruptcy code. There can be no assurance that the Plan as submitted will be confirmed or consummated. The Plan was endorsed by the steering committees of both companies' senior bank lenders and the Genesis official committee of unsecured creditors. The Plan, as filed, provides for the issuance of new notes, new preferred stock and approximately 96% of the new common stock to the Genesis and Multicare senior secured creditors and approximately 4% of the new common stock to the Genesis unsecured creditors. Genesis unsecured creditors will also receive warrants to purchase approximately 5.8% of the new common stock. Multicare vendors will also receive a small percentage of the new common stock. Existing holders of Genesis preferred stock and Genesis and Multicare common stock would receive no distribution under the Plan. Genesis plans to register the new common stock for trading on a public exchange at a future date. The following charts, "Treatment of Genesis Creditors and Shareholders" and "Treatment of Multicare Creditors and Shareholders", are from the Disclosure Statement for Debtors' Joint Plan of Reorganization. The charts do not purport to be complete and are qualified in their entirety by reference to all of the provisions of the Plan, including all exhibits and documents described therein, as filed with the Bankruptcy Court and as may otherwise be amended or supplemented. 1 Treatment of Genesis Creditors and Shareholders:
Class Description Treatment Entitled to Vote - ----- ---------------------------- ---------------------------------- -------------- - -- Debtor in Possession Credit Payment of all amounts No Agreement Claims outstanding, and cash collateralization or replacement of outstanding letters of credit by letters of credit issued under the exit facility. - ----- ---------------------------- ---------------------------------- -------------- - -- Other Administrative Expense Paid in full. No Claims - ----- ---------------------------- ---------------------------------- -------------- - -- Priority Tax Claims Paid in full or with interest No over a period not to exceed six (6) years from the date of assessment of the tax. - ----- ---------------------------- ---------------------------------- -------------- G1 Genesis Other Secured Claims See separate description below. See below - ----- ---------------------------- ---------------------------------- -------------- G2 Genesis Senior Lender Claims $195,979,000 in cash* Yes $99,923,000 in New Senior Notes $31,000,000 in New Convertible Preferred Stock 74.58% of the New Common Stock. * cash payments through June 30, 2001 - ----- ---------------------------- ---------------------------------- -------------- G3 Genesis Priority Non-Tax Claims Paid in full. No - ----- ---------------------------- ---------------------------------- -------------- G4 Genesis General Unsecured Claims Uninsured claims: Yes 0.67% of the New Common Stock 17.25% of the New Warrants. Insured claims: Paid in ordinary course of business from insurance proceeds to the extent of such insurance; any portion of such claims which are not covered by insurance will be treated in same manner as uninsured claims. - ----- ---------------------------- ---------------------------------- -------------- G5 Genesis Senior Subordinated Note 3.22% of the New Common Stock Yes Claims 82.75% of the New Warrants. - ----- ---------------------------- ---------------------------------- -------------- G6 Genesis Intercompany Claims Unimpaired. No - ----- ---------------------------- ---------------------------------- -------------- G7 Genesis Punitive Damage Claims No distribution (except to the No extent covered by insurance). - ----- ---------------------------- ---------------------------------- -------------- G8 Genesis Series G Preferred Stock No distribution. No Interests - ----- ---------------------------- ---------------------------------- -------------- G9 Genesis Series H Preferred Stock No distribution. No Interests - ----- ---------------------------- ---------------------------------- --------------
2
Class Description Treatment Entitled to Vote - ----- ---------------------------- ---------------------------------- -------------- G10 Genesis Series I Preferred Stock No distribution. No Interests - ----- ---------------------------- ---------------------------------- -------------- G11 Genesis Common Stock Interests No distribution. No - ----- ---------------------------- ---------------------------------- --------------
Treatment of Genesis Other Secured Claims Subclasses:
- ------------ ------------------------------------ ------------------------------------ ----------- Description Entitled Class Collateral (lender or guarantor) Treatment to Vote - ------------ ------------------------------------ ------------------------------------ ----------- G1-1 Broad Street Office Building $1,600,000 mortgage reinstated No 148 West State Street, Kennett Square, Pa. (Pa. IDA) - ------------ ------------------------------------ ------------------------------------ ----------- G1-2 Broad Street Office Building $985,039 mortgage reinstated No 148 West State Street, Kennett Square, Pa. (Pa. IDA) - ------------ ------------------------------------ ------------------------------------ ----------- G1-3 Pleasant View Center (HUD) $8,864,446 mortgage reinstated No - ------------ ------------------------------------ ------------------------------------ ----------- G1-4 Country Village Center (HUD) $1,810,259 mortgage reinstated No - ------------ ------------------------------------ ------------------------------------ ----------- G1-5 Abington Manor (Lackawanna County $3,475,000 mortgage reinstated No IDA) - ------------ ------------------------------------ ------------------------------------ ----------- G1-6 Silver Lake Center (Del. EDA Bonds) $2,155,000 mortgage reinstated No - ------------ ------------------------------------ ------------------------------------ ----------- G1-7 River Street Center (Luzerne $2,430,000 mortgage reinstated No County IDA) - ------------ ------------------------------------ ------------------------------------ ----------- G1-8 Kresson View Center (NJEDA $5,535,000 mortgage reinstated No Refunding Bonds) - ------------ ------------------------------------ ------------------------------------ ----------- G1-9 Mifflin Court (ElderTrust) $2,474,000 mortgage reinstated (as No previously reduced and approved by the Bankruptcy Court) - ------------ ------------------------------------ ------------------------------------ ----------- G1-10 Oaks Center (ElderTrust) $3,500,086 mortgage reinstated (as No previously reduced and approved by the Bankruptcy Court) - ------------ ------------------------------------ ------------------------------------ ----------- G1-11 Coquina Assisted Living $1,400,000 mortgage reinstated (as No (ElderTrust) previously reduced and approved by the Bankruptcy Court) - ------------ ------------------------------------ ------------------------------------ ----------- G1-12 Homestead Center $19,325,829 mortgage reinstated No Kimberly Hall South Center Kimberly Hall North Center Seaford Center Milford Center Windsor Center (U.S. Bank, N.A., as trustee for the "Bradford Bonds") - ------------ ------------------------------------ ------------------------------------ ----------- G1-13 Brakeley Park Center (HUD) New secured note maturing on Yes January 1, 2033, in $7,985,079 principal amount with annual interest at 8.5% and level monthly payments of principal and interest - ------------ ------------------------------------ ------------------------------------ -----------
3
- ------------ ------------------------------------ ------------------------------------ ----------- Description Entitled Class Collateral (lender or guarantor) Treatment to Vote - ------------ ------------------------------------ ------------------------------------ ----------- G1-14 North Cape Center (HUD) New secured note maturing on March Yes 1, 2036, in $5,573,020 principal amount with annual interest at 8.0% and level monthly payments of principal and interest - ------------ ------------------------------------ ------------------------------------ ----------- G1-15 Oak Hill Center (HUD) Return the collateral Yes - ------------ ------------------------------------ ------------------------------------ ----------- G1-16 Rittenhouse Pine Center (Meditrust) New secured 10 year note in Yes $5,000,000 principal amount with annual interest at 8% and level monthly payments of principal and interest based on a 25-year amortization schedule (unsecured deficiency of $1,690,441) - ------------ ------------------------------------ ------------------------------------ ----------- G1-17 Atlantis Center New secured 5-1/2 year note in Yes Bowmans Center $45,000,000 principal amount with Fairway Center annual interest at LIBOR plus 3.5% Oakwood Center and no amortization before Riverwood Center maturity (secured deficiency of Tierra Center $33,236,000) Willimsburg Center Windham Center Woodmont Center (synthetic lease lenders) - ------------ ------------------------------------ ------------------------------------ -----------
In addition to subclasses G1-1 through G1-17, there are other subclasses of miscellaneous secured claims of approximately $3,536,000 against the Genesis Debtors, each of which will be treated as a separate class. This class also includes certain contingent claims of Bank of America, N.A. in connection with a guaranty by Genesis of the obligations of the Age Institute. Under the Plan of Reorganization, either these claims will be reinstated or the Reorganized Debtors will return the property securing such claim. These claims are not impaired and the holders are not entitled to vote to accept or reject the Plan of Reorganization. 4 Treatment of Multicare Creditors and Shareholders:
Class Description Treatment Entitled to Vote - ----- --------------------------------- ---------------------------------- -------------- - -- Debtor in Possession Credit Payment of all amounts No Agreement Claims outstanding, and cash collateralization or replacement of outstanding letters of credit by letters of credit issued under the exit facility. - ----- --------------------------------- ---------------------------------- -------------- - -- Other Administrative Expense Claims Paid in full. No - ----- --------------------------------- ---------------------------------- -------------- - -- Priority Tax Claims Paid in full or with interest No over a period not to exceed six (6) years from the date of assessment of the tax. - ----- --------------------------------- ---------------------------------- -------------- M1 Multicare Other Secured Claims See separate descriptions below. See below - ----- --------------------------------- ---------------------------------- -------------- M2 Multicare Senior Lender Claims $25,000,000 in cash Yes $146,146,000 in New Senior Notes $11,600,000 in New Conv Preferred Stock 21.35% of the New Common Stock. - ----- --------------------------------- ---------------------------------- -------------- M3 Multicare Priority Non-Tax Claims Paid in full. No - ----- --------------------------------- ---------------------------------- -------------- M4 Multicare General Unsecured Uninsured: Yes Claims 0.18% of the New Common Stock. Insured: Paid in ordinary course of business from insurance proceeds to the extent of such insurance; any portion of such claims which are not covered by insurance will be treated in same manner as uninsured claims. - ----- --------------------------------- ---------------------------------- -------------- M5 Multicare Senior Subordinated No distribution. No Note Claims - ----- --------------------------------- ---------------------------------- -------------- M6 Multicare Intercompany Claims Unimpaired. No - ----- --------------------------------- ---------------------------------- -------------- M7 Multicare Punitive Damage Claims No distribution (except to the No extent covered by insurance). - ----- --------------------------------- ---------------------------------- -------------- M8 Multicare Common Stock Interests No distribution. No - ----- --------------------------------- ---------------------------------- --------------
5 Treatment of Multicare Other Secured Claims Subclasses:
- -------------- -------------------------------------- --------------------------------------- ----------- Class Description Entitled Collateral (lender or guarantor) Treatment to Vote - -------------- -------------------------------------- --------------------------------------- ----------- M1-1 Rosewood Center (Tyler County, WV) $825,000 mortgage reinstated No - -------------- -------------------------------------- --------------------------------------- ----------- M1-2 Sisterville Center (Tyler County, WV) $1,960,000 mortgage reinstated No - -------------- -------------------------------------- --------------------------------------- ----------- M1-3 Raleigh Center (WV Hospital $1,840,000 mortgage bonds reinstated No Authority) - -------------- -------------------------------------- --------------------------------------- ----------- M1-4 Westford Center (HUD) $6,637,992 mortgage reinstated No - -------------- -------------------------------------- --------------------------------------- ----------- M1-5 Willows Center $11,900,815 mortgage reinstated No Cedar Ridge Center Dawn View Center (MediTrust) - -------------- -------------------------------------- --------------------------------------- ----------- M1-6 Teays Valley (West Virginia Hospital $3,665,000 mortgage reinstated No Authority) - -------------- -------------------------------------- --------------------------------------- ----------- M1-7 Point Pleasant (Mason County WV) Return of collateral Yes - -------------- -------------------------------------- --------------------------------------- -----------
In addition to subclasses M1-1 through M1-7, there are other subclasses of miscellaneous secured claims of approximately $71,000 against the Multicare Debtors, each of which will be treated as a separate class. Under the Plan of Reorganization, either these claims will be reinstated or the Reorganized Debtors will return the property securing such claim. These claims are not impaired, and the holders are not entitled to vote to accept or reject the Plan of Reorganization. Statements made in this, 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: our bankruptcy cases and our ability to continue as a going concern; risks associated with operating a business in Chapter 11; the delays or the inability to complete and/or consummate our plan of reorganization; our ability to comply with the provisions of our debtor-in-possession financing; our substantial indebtedness and significant debt service obligations; our default under our senior credit agreement and our senior subordinated and other notes; adverse actions which may be taken by creditors; adverse developments with respect to our liquidity or results of operations; the effect of planned dispositions of assets; our ability to consummate or complete development projects or to profitably operate or successfully integrate enterprises into our other operations; our ability or inability to secure the capital and the related cost of the capital necessary to fund future growth; our ability to attract customers given our current financial position; our ability to attract and retain key executives and other personnel; the impact of health care reform, including the Medicare Prospective Payment 6 System ("PPS"), the Balanced Budget Refinement Act ("BBRA") and the Benefit Improvement and Protection Act of 2000 ("BIPA") and the adoption of cost containment measures by the federal and state governments; the impact of government regulation, including our ability to operate in a heavily regulated environment and to satisfy regulatory authorities; the occurrence of changes in the mix of payment sources utilized by customers to pay for services; the adoption of cost containment measures by other third party payors; competition in our industry; and changes in general economic conditions. 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. 7 Item 7. Financial Statements and Exhibits. (a) Financial Statements None. (b) Pro Forma Financial Information None. (c) Exhibits 2.1 (1) Disclosure Statement for Debtors' Joint Plan of Reorganization. 2.2 (1) Debtors' Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code. 99.1 Press release dated June 5, 2001. (1) Incorporated by reference to Genesis Health Ventures, Inc.'s Current Report on Form 8-K dated June 5, 2001. 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. THE MULTICARE COMPANIES, INC. By: /s/ George V. Hager, Jr. ---------------------------- George V. Hager, Jr. Executive Vice President and Chief Financial Officer Date: June 19, 2001 EX-99.1 2 ex99-1.txt EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Lisa Salamon (610) 444-8433 Genesis and Multicare File Joint Chapter 11 Plan of Reorganization KENNETT SQUARE, PA--(June 5, 2001)--Genesis Health Ventures, Inc. (GHVIQ.OB) and the Multicare Companies, Inc. today filed a joint plan of reorganization in U.S. Bankruptcy Court for the District of Delaware, calling for the merger of the two companies under the Genesis banner. The plan, which was endorsed by the steering committees of both firms' senior bank lenders and the Genesis unsecured creditors, calls for Multicare to become a wholly-owned subsidiary of Genesis. Genesis currently owns 43.6 % of Multicare and manages its skilled nursing and assisted living facilities under the Genesis Eldercare brand name. The plan, as filed, provides for the issuance of new notes, new preferred stock and 96% of the new common stock to the Genesis and Multicare senior secured creditors and approximately 4% of the new common stock to the Genesis unsecured creditors. Genesis unsecured creditors will also receive warrants to purchase approximately 5.8% of the new common stock. Multicare vendors will also receive a small percentage of common stock. Existing holders of Genesis preferred stock and Genesis and Multicare common stock would receive no distribution under the plan. Genesis plans to register the new common stock for trading on a public exchange at a future date. The plan is subject to approval by certain creditor classes. Disclosure statements and voting instructions will be mailed following Court approval of the disclosure materials. "When we filed for Chapter 11 protection last June, our two primary goals were to realign our capital structure with our current operating performance and to ensure we continue to provide quality healthcare services to our nearly 700,000 individual and ancillary service customers," said Michael R. Walker, Genesis Chairman and Chief Executive Officer. "Company employees should be commended in accomplishing both goals during this challenging process." Genesis and Multicare voluntarily filed for Chapter 11 protection on June 22, 2000 citing drastic cuts in Medicare reimbursement--double what the Federal government predicted--and continued underpayment by most State funded Medicaid systems. Copies of the filed plan, disclosure statement and a summary of those documents will be posted in the restructuring section of Genesis web site at www.ghv.com. The Genesis Answer Line at 888-295-8621 will also include brief audio overviews of the plan for vendors, investors, employees, and customers. Genesis Health Ventures provides eldercare in the eastern US through a network of Genesis ElderCare skilled nursing and assisted living facilities plus long term care support services nationwide including pharmacy, medical equipment and supplies, rehabilitation, group purchasing, consulting and facility management. # # # 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: our bankruptcy cases and our ability to continue as a going concern; risks associated with operating a business in Chapter 11; the delays or the inability to complete and/or consummate our plan of reorganization; our ability to comply with the provisions of our debtor-in-possession financing; our substantial indebtedness and significant debt service obligations; our default under our senior credit agreement and our senior subordinated and other notes; adverse actions which may be taken by creditors; adverse developments with respect to our liquidity or results of operations; the effect of planned dispositions of assets; our ability to consummate or complete development projects or to profitably operate or successfully integrate enterprises into our other operations; our ability or inability to secure the capital and the related cost of the capital necessary to fund future growth; our ability to attract customers given our current financial position; our ability to attract and retain key executives and other personnel; the impact of health care reform, including the Medicare Prospective Payment System ("PPS"), the Balanced Budget Refinement Act ("BBRA") and the Benefit Improvement and Protection Act of 2000 ("BIPA") and the adoption of cost containment measures by the federal and state governments; the impact of government regulation, including our ability to operate in a heavily regulated environment and to satisfy regulatory authorities; the occurrence of changes in the mix of payment sources utilized by customers to pay for services; the adoption of cost containment measures by other third party payors; competition in our industry; and changes in general economic conditions. 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-----