UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Geriatric & Medical Companies, Inc.
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(Name of issuer)
Common Stock, $0.10 par value
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(title of class of securities)
373 748 10 2
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(CUSIP number)
Edward J. DeMarco, Jr., Esquire
Mesirov Gelman Jaffe Cramer & Jamieson
1735 Market Street
Philadelphia, PA 19103
1-215-994-1102
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(Name, address and telephone number of persons authorized
to receive notices and communications)
October 11, 1996
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(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(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent or
less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
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* 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 ("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).
(2)
<PAGE>
SCHEDULE 13D
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CUSIP NO. 373 748 102 | 13D |PAGE 2 OF 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DANIEL VELORIC
SSN: ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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| 7 SOLE VOTING POWER
NUMBER OF | 0
SHARES |-----------------------------------------------------
BENEFICIALLY | 8 SHARED VOTING POWER
OWNED BY | 0
EACH |-----------------------------------------------------
REPORTING | 9 SOLE DISPOSITIVE POWER
PERSON | 0
WITH |-----------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
| 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
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14 TYPE OF REPORTING PERSON*
IN-------------------------------------
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(3)
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ATTACHMENT A TO AMENDMENT NO. 1 TO SCHEDULE 13D
The Reporting Person reported his ownership of shares of Common Stock,
$.10 par value ("Common Stock") of Geriatric & Medical Companies, Inc. (the
"Company") in an initial filing of this Schedule 13D on August 15, 1996. In this
regard, Items 4 and 5 are hereby amended as follows. All other Items remain
unchanged from the initial filing of this Schedule 13D.
ITEM 4. Purpose of the Transaction.
The Reporting Person acquired the Common Stock of the Company for
general investment purposes. The Reporting person has no plans or proposals
which relate to ITEMS 4(c) through (j). The Reporting Person hereby reports the
consummation of certain transactions which relate to ITEMS 4(a) and 4(b), as
described further below.
On October 11, 1996, Company consummated the transactions (the "Merger")
contemplated under the Agreement and Plan of Merger (the "Merger Agreement")
dated July 11, 1996, by and among the Company, Genesis Health Ventures, Inc., a
Pennsylvania corporation ("Acquiror"), and G Acquisition Corporation, a Delaware
corporation ("Newco"). As a result of the consummation of the Merger, the
Company became a wholly-owned subsidiary of Acquiror.
In connection with the Merger, shares owned directly or indirectly by
the Reporting Person were converted into the right to receive Five Dollars
Seventy-Five Cents ($5.75) in cash.
ITEM 5. Interest in Securities of the Issuer.
As a result of the transactions described in Item 4 above, the Reporting
Person hereby reports beneficial ownership of zero (0) shares of Common Stock.
Prior to consummation of the Merger, the Reporting Person had reported
beneficial ownership of 3,748,178 shares of Common Stock, representing 24.29% of
the outstanding Common Stock of the Company. The foregoing percentage assumes
that the Company had 15,249,600 shares of Common Stock outstanding.
As a result of the consummation of the Merger, the Reporting Person has
no power to vote or direct the vote, or to dispose or direct the disposition, of
any shares of Common Stock of the Company.
Other than described herein, the Reporting Person has effected no
transactions in shares of Common Stock of the Company
(4)
<PAGE>
during the past sixty days or within sixty days of the date of this Schedule
13D.
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.
/s/ DANIEL VELORIC
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DANIEL VELORIC
October 11, 1996
(5)
