<PAGE>
As filed with the Securities and Exchange Commission on May 23, 1995
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
Telephone (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
Telephone (610) 444-6350
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Richard J. McMahon, Esquire John B. Tehan, Esquire
Blank, Rome, Comisky & McCauley Simpson Thacher & Bartlett
1200 Four Penn Center Plaza 425 Lexington Avenue
Philadelphia, Pennsylvania 19103 New York, New York 10017
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 being offered
pursuant to dividend or interest reinvestment plans, 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. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-4132
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, 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
<TABLE>
<CAPTION>
===========================================================================================
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per Share (1) offering price (1) registration fee
- - -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.02
par value ......... 575,000 shares $32.50 $18,687,500 $6,444.00
- - -------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.
===========================================================================================
</TABLE>
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Genesis Health
Ventures, Inc. with the Securities and Exchange Commission (the "Commission")
(File No. 333-4132) pursuant to the Securities Act of 1933, as amended, is
incorporated by reference into this Registration Statement.
<PAGE>
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 the City of Kennett Square, Commonwealth of Pennsylvania, on
May 23, 1996.
GENESIS HEALTH VENTURES, INC.
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.
<TABLE>
<CAPTION>
Signature Capacity Date
- - --------------------------- ----------------------------------- ----------------
<S> <C> <C>
/s/ MICHAEL R. WALKER
- - ---------------------------- Chairman, Chief Executive May 23, 1996
Michael R. Walker Officer and Director
/s/ RICHARD R. HOWARD President, Chief Operating May 23, 1996
- - ---------------------------- Officer and Director
Richard R. Howard
/s/ SAMUEL H. HOWARD Director May 23, 1996
- - ----------------------------
Samuel H. Howard
/s/ ROGER C. LIPITZ Director May 23, 1996
- - ----------------------------
Roger C. Lipitz
/s/ STEPHEN E. LUONGO Director May 23, 1996
- - ----------------------------
Stephen E. Luongo
/s/ ALAN B. MILLER Director May 23, 1996
- - ----------------------------
Alan B. Miller
/s/ FRED F. NAZEM Director May 23, 1996
- - ----------------------------
Fred F. Nazem
/s/ GEORGE V. HAGER, JR. Senior Vice President and Chief May 23, 1996
- - ---------------------------- Financial Officer
George V. Hager, Jr.
/s/ EDWARD J. BOEGGEMAN Vice President and Controller May 23, 1996
- - ----------------------------
Edward J. Boeggeman
</TABLE>
II-1
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit Page No.
--------------- --------------------------------------------- ------------
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consents of Ernst & Young LLP.
24.1 Power of Attorney (included on page II-1).
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors
Genesis Health Ventures, Inc.:
We consent to the use of our report included herein and 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 on the financial statement schedules for each of the years
in the three-year period ended September 30, 1995, which report appears 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 Meridan 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
May 21, 1996
<PAGE>
Exhibit 23.2
Consent of Indepedent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Amendment No. 2 to Form S-3 No. 333-4132) and related
Prospectus of Genesis Health Ventures, Inc. for the registration of 6,900,000
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 and
other financial information 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.
We also consent to the incorporation by reference in this registration statement
on Form S-3 for the registration of 575,000 shares of Genesis Health Ventures,
Inc. common stock of the aforementioned reference to our firm under the caption
"Experts" in the Registration Statement (Amendment No. 2 to Form S-3 No.
333-4132) and related Prospectus, and to the incorporation by reference therein
of our report dated February 24, 1995 on the aforementioned financial statements
of McKerley Health Facilities included in Genesis Health Ventures, Inc. Current
Report (Form 8-K/A), dated April 5, 1996.
/s/ Ernst & Young LLP
------------------------------
Ernst & Young LLP
Manchester, New Hampshire
May 22, 1996
<PAGE>
Consent of Indepedent Auditors
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 2 to Form S-3 No. 333-4132 and related Prospectus of Genesis Health
Ventures, Inc. for the registration of 6,900,000 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 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.
We also consent to the incorporation by reference in this registration statement
on Form S-3 for the registration of 575,000 shares of Genesis Health Ventures,
Inc. common stock of the aforementioned reference to our firm under the caption
"Experts" in the Registration Statement (Amendment No. 2 to Form S-3 No.
333-4132) and related Prospectus, and to the incorporation by reference therein
or our report dated February 6, 1995 on the aforementioned financial statements
of McKerley Health Care Center--Concord Limited Partnership included in Genesis
Health Ventures, Inc. Current Report (Form 8-K/A), dated April 5, 1996.
/s/ Ernst & Young LLP
------------------------------
Ernst & Young LLP
Manchester, New Hampshire
May 22, 1996
<PAGE>
Consent of Indepedent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Amendment No. 2 to Form S-3 No. 333-4132 and related
Prospectus of Genesis Health Ventures, Inc. for the registration of 6,900,000
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.
We also consent to the incorporation by reference in this registration statement
on Form S-3 for the registration of 575,000 shares of Genesis Health Ventures,
Inc. common stock of the aforementioned reference to our firm under the caption
"Experts" in the Registration Statement (Amendment No. 2 to Form S-3 No.
333-4132) and related Prospectus, and to the incorporation by reference therein
of our report dated February 24, 1995 on the aforementioned financial statements
of McKerley Health Care Centers, Inc. included in Genesis Health Ventures, Inc.
Current Report (Form 8-K/A), dated April 5, 1996.
/s/ Ernst & Young LLP
------------------------------
Ernst & Young LLP
Manchester, New Hampshire
May 22, 1996
<PAGE>
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 2 to the Registration Statement (Form S-3 No. 333-4132) and
related Prospectus of Genesis Health Ventures, Inc. for the registration of
6,900,000 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. Current Report (Form 8-K/A), dated May 3, 1996, filed with the
Securities and Exchange Commission.
We also consent to the incorporation by reference in this registration
statement on Form S-3: for the registration of 575,000 shares of Genesis Health
Ventures, Inc. common stock of the aforementioned reference to our firm under
the caption "Experts" in Amendment No. 2 to the Registration Statement (Form
S-3 No. 333-4132) and Related Prospectus, and of our report dated March 15,
1996 on the aforementioned combined financial statements of National Health
Care Affiliates, Inc. and Related Entities included in Genesis Health
Ventures, Inc. Current Report (Form 8-K/A), dated May 3,1996.
/s/ Ernst & Young LLP
------------------------------
Ernst & Young LLP
Buffalo, New York
May 23, 1996
