<PAGE>
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Geriatric & Medical Companies, Inc.
(Name of issuer)
Common Stock, $0.10 par value
(title of class of securities)
373 748 102
(CUSIP number)
Ira C. Gubernick, Esquire
Associate General Counsel and Corporate Secretary
Genesis Health Ventures, Inc.
148 West State Street, Suite 100
Kennett Square, PA 19348
(610) 444-6350
(Name, address and telephone number of person authorized
to receive notices and communications)
July 11, 1996
(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 /X/.
(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)
- --------
* 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).
Page 1 of 16
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<PAGE>
- -----------------------------------------------------------------------------
CUSIP NO. 373 748 102 | 13D |
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Genesis Health Ventures, Inc.
IRS Identification No. 06-1132947
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, OO
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
- -----------------------------------------------------------------------------
| 7 SOLE VOTING POWER -0-
NUMBER OF SHARES |---------------------------------------------
BENEFICIALLY OWNED | 8 SHARED VOTING POWER
BY EACH REPORTING | 3,748,178 (See Item 5.)
PERSON WITH |---------------------------------------------
| 9 SOLE DISPOSITIVE POWER -0-
|---------------------------------------------
| 10 SHARED DISPOSITIVE POWER
| 3,748,178 (See Item 5.)
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,748,178 (See Item 5.)
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3% (See Item 5.) (1)
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -----------------------------------------------------------------------------
(1) Based upon 15,429,600 shares reported outstanding at April 12, 1996.
Page 2 of 16
<PAGE>
- ------------------------------------------------------------------------------
CUSIP NO. 373 748 102 | 13D |
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
G Acquisition Corporation
IRS Identification No. Applied For
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, OO
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
| 7 SOLE VOTING POWER -0-
NUMBER OF SHARES |---------------------------------------------
BENEFICIALLY OWNED | 8 SHARED VOTING POWER
BY EACH REPORTING | 3,748,178 (See Item 5.)
PERSON WITH |---------------------------------------------
| 9 SOLE DISPOSITIVE POWER -0-
|---------------------------------------------
| 10 SHARED DISPOSITIVE POWER
| 3,748,178 (See Item 5.)
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,748,178 (See Item 5.)
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3% (See Item 5.) (1)
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -----------------------------------------------------------------------------
(1) Based upon 15,429,600 shares reported outstanding at April 12, 1996.
Page 3 of 16
<PAGE>
1. Security and Issuer.
This statement relates to the common stock, $0.10 par value
(the "Shares"), of Geriatric & Medical Companies, Inc., a Delaware corporation
(the "Issuer"). The address of the Issuer's principal executive offices is 5601
Chestnut Street, Philadelphia, Pennsylvania 19139.
2. Identity and Background.
(a) Name: This Statement is being filed by Genesis Health
Ventures, Inc. ("Genesis") and G Acquisition Corporation ("Newco"), a
wholly-owned subsidiary of Genesis. The executive officers and directors of
Genesis and Newco are set forth in Item 2(c) of this Statement. The filing of
this Statement shall not be construed as an admission that Genesis, Newco or any
of their respective executive officers or directors are, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the beneficial owners of any securities covered by this
Statement or that this schedule is legally required to be filed by such persons.
(b) Business Address: The business address of Genesis and
Newco is 148 West State Street, Suite 100, Kennett Square, Pennsylvania 19348.
The business address of Genesis's and Newco's respective executive officers and
directors are set forth in Item 2(c) of this Statement.
(c) Present Principal Occupation or Employment: Genesis is a
provider of healthcare and support services to the elderly. Newco was formed
solely for the purpose of effectuating the merger of Issuer with Genesis. The
present principal occupation or employment of Genesis's and Newco's respective
executive officers and directors and the name and address of any corporations or
other organizations in which such employment is conducted are as follows:
Page 4 of 16
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Board of Directors of Genesis
- --------------------------------------------------------------------------------------------------------------------
Present
Name Business Address Principal Occupation
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Allen R. Freedman c/o Genesis Health Ventures, Inc. Chairman and CEO
148 West State Street FORTIS, INC.
Kennett Square, PA 19348
- --------------------------------------------------------------------------------------------------------------------
Richard R. Howard c/o Genesis Health Ventures, Inc. President
148 West State Street GENESIS HEALTH VENTURES, INC.
Kennett Square, PA 19348
- --------------------------------------------------------------------------------------------------------------------
Samuel H. Howard c/o Genesis Health Ventures, Inc. Chairman
148 West State Street PHOENIX HEALTHCARE
Kennett Square, PA 19348 CORPORATION
- --------------------------------------------------------------------------------------------------------------------
Roger C. Lipitz c/o Genesis Health Ventures, Inc. Chairman of the Board
148 West State Street ALLEGIS HEALTH MANAGEMENT,
Kennett Square, PA 19348 INC.
- --------------------------------------------------------------------------------------------------------------------
Stephen E. Luongo c/o Genesis Health Ventures, Inc. Partner
148 West State Street BLANK ROME COMISKY &
Kennett Square, PA 19348 McCAULEY
- --------------------------------------------------------------------------------------------------------------------
Alan B. Miller c/o Genesis Health Ventures, Inc. Chairman, President and CEO
148 West State Street UNIVERSAL HEALTH SERVICES, INC.
Kennett Square, PA 19348
- --------------------------------------------------------------------------------------------------------------------
Fred F. Nazem c/o Genesis Health Ventures, Inc. Managing Partner
148 West State Street NAZEM & COMPANY
Kennett Square, PA 19348
- --------------------------------------------------------------------------------------------------------------------
Michael R. Walker c/o Genesis Health Ventures, Inc. Chairman and CEO
148 West State Street GENESIS HEALTH VENTURES, INC.
Kennett Square, PA 19348
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Executive Officers of Genesis
- --------------------------------------------------------------------------------------------------------------------
Present
Name Business Address Principal Occupation
- --------------------------------------------------------------------------------------------------------------------
Michael R. Walker c/o Genesis Health Ventures, Inc. Chairman and CEO
148 West State Street GENESIS HEALTH VENTURES, INC.
Kennett Square, PA 19348
- --------------------------------------------------------------------------------------------------------------------
Richard R. Howard c/o Genesis Health Ventures, Inc. President and Chief Operating Officer
148 West State Street GENESIS HEALTH VENTURES, INC.
Kennett Square, PA 19348
- --------------------------------------------------------------------------------------------------------------------
David C. Barr c/o Genesis Health Ventures, Inc. Executive Vice President
148 West State Street GENESIS HEALTH VENTURES, INC.
Kennett Square, PA 19348
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 5 of 16
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Executive Officers of Genesis
- --------------------------------------------------------------------------------------------------------------------
Present
Name Business Address Principal Occupation
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
John F. DePodesta c/o Genesis Health Ventures, Inc. Senior Vice President, Law and Public
148 West State Street Policy
Kennett Square, PA 19348 GENESIS HEALTH VENTURES, INC.
- --------------------------------------------------------------------------------------------------------------------
George V. Hager, Jr. c/o Genesis Health Ventures, Inc. Senior Vice President and Chief Financial
148 West State Street Officer
Kennett Square, PA 19348 GENESIS HEALTH VENTURES, INC.
- --------------------------------------------------------------------------------------------------------------------
Edward B. Romanov, Jr. c/o Genesis Health Ventures, Inc. Senior Vice President, Development
148 West State Street GENESIS HEALTH VENTURES, INC.
Kennett Square, PA 19348
- --------------------------------------------------------------------------------------------------------------------
Louis Swart c/o Genesis Health Ventures, Inc. Senior Vice President, Managed Operations
148 West State Street GENESIS HEALTH VENTURES, INC.
Kennett Square, PA 19348
- --------------------------------------------------------------------------------------------------------------------
Maryann Timon c/o Genesis Health Ventures, Inc. Senior Vice President, Managed Care
148 West State Street GENESIS HEALTH VENTURES, INC.
Kennett Square, PA 19348
- --------------------------------------------------------------------------------------------------------------------
Marc D. Rubinger c/o Genesis Health Ventures, Inc. Vice President and Chief Information
148 West State Street Officer
Kennett Square, PA 19348 GENESIS HEALTH VENTURES, INC.
- --------------------------------------------------------------------------------------------------------------------
Kenneth R. Kuhnle c/o Genesis Health Ventures, Inc. Vice President and Treasurer
148 West State Street GENESIS HEALTH VENTURES, INC.
Kennett Square, PA 19348
- --------------------------------------------------------------------------------------------------------------------
Edward J. Boeggeman c/o Genesis Health Ventures, Inc. Vice President and Controller
148 West State Street GENESIS HEALTH VENTURES, INC.
Kennett Square, PA 19348
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Board of Directors of Newco
- --------------------------------------------------------------------------------------------------------------------
Present
Name Business Address Principal Occupation
- --------------------------------------------------------------------------------------------------------------------
Michael R. Walker c/o Genesis Health Ventures, Inc. Chairman and CEO
148 West State Street GENESIS HEALTH VENTURES, INC.
Kennett Square, PA 19348
- --------------------------------------------------------------------------------------------------------------------
Richard R. Howard c/o Genesis Health Ventures, Inc. President
148 West State Street GENESIS HEALTH VENTURES, INC.
Kennett Square, PA 19348
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 6 of 16
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Executive Officers of Newco
- --------------------------------------------------------------------------------------------------------------------
Present
Name Business Address Principal Occupation
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Michael R. Walker c/o Genesis Health Ventures, Inc. Chairman and CEO
148 West State Street GENESIS HEALTH VENTURES, INC.
Kennett Square, PA 19348
- --------------------------------------------------------------------------------------------------------------------
George V. Hager, Jr. c/o Genesis Health Ventures, Inc. Senior Vice President and Chief Financial
148 West State Street Officer
Kennett Square, PA 19348 GENESIS HEALTH VENTURES, INC.
- --------------------------------------------------------------------------------------------------------------------
Edward B. Romanov, Jr. c/o Genesis Health Ventures, Inc. Senior Vice President, Development
148 West State Street GENESIS HEALTH VENTURES, INC.
Kennett Square, PA 19348
- --------------------------------------------------------------------------------------------------------------------
Ira C. Gubernick c/o Genesis Health Ventures, Inc. Associate General Counsel and Corporate
148 West State Street Secretary
Kennett Square, PA 19348 GENESIS HEALTH VENTURES, INC.
- --------------------------------------------------------------------------------------------------------------------
Kenneth R. Kuhnle c/o Genesis Health Ventures, Inc. Vice President and Treasurer
148 West State Street GENESIS HEALTH VENTURES, INC.
Kennett Square, PA 19348
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(d) Criminal Convictions: During the last five years, neither
Genesis, Newco nor any of their respective executive officers or directors have
been convicted in a criminal proceeding, excluding traffic violations and
similar misdemeanors.
(e) Court or Administrative Proceedings: During the last five
years, neither Genesis, Newco nor any of their respective executive officers or
directors have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any of them
were or are 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.
(f) Citizenship: Genesis is a Pennsylvania corporation and
Newco is a Delaware corporation. Each of Genesis's and Newco's executive
officers and directors are United States citizens.
Page 7 of 16
<PAGE>
3. Source and Amount of Funds or Other Consideration.
This statement relates to a Stockholder Option and Proxy
Agreement dated as of July 11, 1996 (the "Agreement") among Newco, Genesis,
Tomahawk Holdings, Inc. ("Shareholder"), Tomahawk Capital Holdings, Inc. and
Daniel Veloric (Shareholder, Tomahawk Capital Holdings, Inc. and Daniel Veloric
are referred to herein collectively as the "Owners") pursuant to which Owners
granted to Newco (i) an option to purchase Shares (the "Stock Option") and (ii)
an irrevocable proxy (the "Proxy") both as more fully described below. The
Agreement was entered into to induce Genesis and Newco to enter into the Merger
Agreement (defined below). The Stock Option entitles Newco to purchase the
Shares of Issuer owned by the Shareholder for a purchase price (the "Exercise
Price") of $5.75 per Share.
The Option may be exercised by Newco, in whole or in part, at
any time prior to the earlier of (i) the day following the effective date of the
Merger (as defined below) or (ii) (A) one year after the termination of the
Merger Agreement, if the Merger is not approved by a vote of over 50% of the
shares of the Issuer or if the Merger Agreement is terminated after the Issuer
has willfully taken actions or willfully failed to take actions which cause a
default under the Merger Agreement or a condition to Genesis's consummation of
the Merger Agreement not to be met; (B) six months after termination of an
unsuccessful proposed third party acquisition if the Merger Agreement had been
terminated under the Merger Agreement as a result of a proposed third party
acquisition; (C) immediately if the Merger Agreement is terminated upon a
default by Genesis; and (D) three months after the termination of the Merger
Agreement if the Merger Agreement is terminated for any other reason.
In the event that at any time prior to the effective date of
the Merger the highest price paid by Newco for any share of Issuer Common Stock
exceeds $5.75 (as adjusted) then (a) the
Page 8 of 16
<PAGE>
Exercise Price shall be adjusted to the highest such price, and (b) as to Shares
as to which the Option has previously been exercised, Newco or Genesis shall
promptly pay the amount of the product of (i) the amount of such excess price
per share, multiplied by (ii) the number of Shares as to which the Option has
previously been exercised. If, after Newco has exercised the Option and prior to
the consummation of the Merger, Newco directly or indirectly sells or otherwise
disposes of any Shares purchased pursuant to the Option (other than in the
Merger or to Genesis) then Newco or Genesis shall pay to the Shareholder, as
promptly as practicable after such sale or other disposition, the amount on a
per share basis, if any, by which the net proceeds received by Newco upon the
sale or other disposition exceeds the aggregate price paid by Newco to the
Shareholder upon exercise of the Option for the purchase of such Share.
Under the Agreement, the Owners agree to vote (or cause to be
voted) the Shares owned by them in any circumstance in which the vote or
approval of the shareholders of the Issuer is sought (i) in favor of adoption
and approval of the Merger Agreement and the Merger and the terms thereof and
each of the other actions contemplated by the Merger Agreement and the
Agreement; (ii) against any action or agreement that would result in a breach of
any covenant, representation or warranty or any other obligation or agreement of
the Issuer contained in the Merger Agreement or of any Shareholder in this
Agreement; and (iii) against any action, agreement or transaction that is
intended or could reasonably be expected to facilitate a person other than Newco
or its affiliate in acquiring control of the Issuer or any other action,
agreement or transaction (other than the Merger Agreement or the transactions
contemplated thereby) that is intended, or could reasonably be expected to
impede, interfere or be inconsistent with, delay, postpone, discourage or
materially adversely affect the consummation of the Merger or the performance by
the parties hereto of their respective obligations under this Agreement.
Page 9 of 16
<PAGE>
Under the Agreement, the Shareholder irrevocably grants to
Newco and appoints Newco (with full power of substitution) its proxy to vote the
Shares owned by Shareholder in the manner described in the preceding paragraph.
Pursuant to the Agreement, the Owners until the earlier to
occur of (a) termination of the Merger Agreement and (b) the Effective Time,
shall not transfer any of its Shares or any interests therein, except pursuant
to the Merger (other than, under limited circumstances, certain security
interest in the Shares).
In the event Newco acquires Shares pursuant to the Agreement,
it is currently anticipated that the funds required to purchase such Shares
would be provided from Genesis's working capital or borrowed from sources yet to
be determined.
4. Purposes of Transactions.
On July 11, 1996, Genesis and Newco entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Issuer. Pursuant to the Merger
Agreement, Newco will merge into GMC and GMC will become a wholly-owned
subsidiary of Genesis (the "Merger"). Each share of Issuer common stock shall be
converted into the right to receive $5.75 in cash, subject to statutory
appraisal rights. The total consideration to be paid to stockholders of Issuer
to acquire their shares (including shares which may be issued upon exercise of
outstanding warrants, options and long-term incentive plans) is approximately
$91.0 million. In addition Issuer has currently outstanding indebtedness of
approximately $132 million.
The conditions precedent to the parties' obligation to
consummate the transaction include the following: (i) all permits and consents
required to consummate the transaction shall have been obtained; (ii) the
transaction shall have been duly approved by the affirmative vote of the
majority of the outstanding shares of Issuer, (iii) the agreements,
representations and warranties of
Page 10 of 16
<PAGE>
the parties contained in the Merger Agreement shall be true and correct in all
material respects on the closing date; (iv) no proceeding shall have been
instituted which could be reasonably expected to result in a material adverse
effect as a result of the Merger or which seeks to or does prohibit or restrain
the consummation of the Merger; (v) there shall not have been any material
adverse change in the business, assets, financial condition or results of
operations of Issuer; and (vi) the applicable waiting period under Hart-Scott
Rodino Anti-Trust Improvements Act of 1976, as amended, shall have expired or
been terminated.
The Merger Agreement may be terminated and the transaction
abandoned (i) by the mutual agreement of the parties; (ii) by either party if
the transactions are not consummated by February 1, 1997 or if it becomes
reasonably certain that a condition precedent to any party's obligation to close
will not be satisfied; (iii) by the non-breaching party upon the occurrence of
an uncured material breach; (iv) by Issuer in order to enter into an alternative
acquisition proposal from a third party if inter alia required by the Issuer's
board of directors fiduciary duties; or (v) by Genesis if the board of directors
of Issuer shall have withdrawn or modified its recommendation of the Merger or
has recommended to the shareholders of Issuer that they accept an alternative
acquisition proposal from a third party. In the event that the Agreement is
terminated under clauses (iv) or (v) above, or a third-party acquisition for a
higher price per share occurs within 12 months after the termination of the
Merger Agreement, Issuer has agreed to pay Genesis $5,000,000, plus expenses of
up to $750,000.
In connection with the proposed transaction, Daniel Veloric
and certain companies which he controls have agreed upon the effective date of
the Merger to lease to Genesis for five years a long-term care facility located
in New Jersey with 335 licensed beds (the "New Jersey Facility"). The lease will
require that Genesis pay $40,000 per month plus debt service on the property and
will
Page 11 of 16
<PAGE>
be net of all operating expenses of the Facility. Mr. Veloric and certain
companies which he controls have also agreed upon the effective date of the
Merger to sell to Genesis for $1,500,000 a five year option to acquire the stock
of the companies which own the New Jersey Facility for $6,000,000 (plus the
assumption of outstanding debt).
Upon completion of the Merger it is anticipated that the
officers and directors, certificate of incorporation and bylaws of Newco will be
the officers and directors, certificate of incorporation and bylaws of Issuer.
Upon completion of the Merger it is also anticipated that the Common Stock of
the Issuer will be delisted from the NASDAQ National Market and deregistered
under the Securities Exchange Act of 1934.
Except as disclosed in this Statement, neither Genesis, Newco
nor any of their respective executive officers and directors have any present
plans or proposals which relate to or would result in any of the following:
(a) the acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management
of the company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies in the board;
(e) any material change in the present capitalization or
dividend policy of the Issuer;
Page 12 of 16
<PAGE>
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(j) any action similar to any of those enumerated above.
The foregoing is qualified by the fact that Genesis and Newco
recently entered into the Agreement and the Merger Agreement and, accordingly,
their knowledge of the Issuer's internal affairs and operations is incomplete at
this time. Subject to further review by Genesis and Newco, various other types
of changes may be made.
The descriptions herein of the Merger Agreement and the
Agreement are qualified in their entirety by reference to such agreements, all
of which are incorporated herein by reference.
5. Interest in Securities of the Issuer.
(a) Pursuant to the Agreement, Newco has the right to acquire
Shares (subject to adjustment for certain dilutive events) and the Owners have
agreed to vote or cause to be voted, in the manner specified in Item 4 above,
and has granted the Proxy with respect to, the same Shares. Accordingly, the
total number of Shares which Genesis and Newco may be deemed to beneficially own
for purposes of Rule 13d-3 is 3,748,178, or 24.3% of the reported number of
Shares issued and outstanding.
Page 13 of 16
<PAGE>
(b) Genesis and Newco have shared power to vote or to direct
the vote of the 3,748,178 Shares subject to the Agreement insofar as Genesis and
Newco have power to vote or to direct the vote of such Shares (i) in favor of
adoption and approval of the Merger Agreement and the Merger and the terms
thereof and each of the other actions contemplated by the Merger Agreement and
the Agreement; (ii) against any action or agreement that would result in a
breach of any covenant, representation or warranty or any other obligation or
agreement of the Issuer contained in the Merger Agreement or of any Owner in
this Agreement; and (iii) against any action, agreement or transaction that is
intended or could reasonably be expected to facilitate a person other than Newco
or its affiliate in acquiring control of the Issuer or any other action,
agreement or transaction (other than the Merger Agreement or the transactions
contemplated thereby) that is intended, or could reasonably be expected to
impede, interfere or be inconsistent with, delay, postpone, discourage or
materially adversely affect the consummation of the Merger or the performance by
the parties hereto of their respective obligations under this Agreement.
When and if Newco acquires such Shares pursuant to the
Agreement, it will have sole voting and dispositive power with respect thereto,
subject to certain restrictions described under Item 4 above.
Other than as provided in the Agreement, the Shareholder
retains the power to vote, or to direct the vote of, and to dispose of the
Shares subject to the Agreement.
(c) Except as described above, neither Genesis nor any person
named in Section 2(c) hereto owns beneficially any Shares or has effected any
transaction in Shares during the sixty days preceding the date of this
Statement.
(d) The Agreement does address the rights to the parties
thereto to receive the dividends from or the proceeds from the sale of, the
Shares subject to such agreements.
Page 14 of 16
<PAGE>
(e) Not applicable.
6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer.
Other than as indicated elsewhere in this Statement, to the
best knowledge of Genesis, neither Genesis nor Newco nor any of the persons
named in Section 2(c) hereto is a party to any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any securities of the Issuer, including but not limited to, the transfer or
voting of any of the Issuer's securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
7. Material to be Filed as Exhibits.
Exhibit A* - Agreement and Plan of Merger, dated
as of July 11, 1996, by and among
Genesis Health Ventures, Inc., a
Pennsylvania corporation, G
Acquisition Corporation, a Delaware
corporation and Geriatric & Medical
Companies, Inc., a Delaware
corporation.
Exhibit B* - Stockholder Option and Proxy
Agreement dated as of July 11,
1996 between G Acquisition
Corporation, Tomahawk Holdings,
Inc., Tomahawk Capital Holdings,
Inc., Daniel J. Veloric and Genesis
Health Ventures, Inc.
* Incorporated by reference to Current Report on Form 8-K of Genesis dated
July 11, 1996.
Page 15 of 16
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date July 22, 1996 GENESIS HEALTH VENTURES, INC.
-------------
By: /s/ George V. Hager, Jr.
--------------------------------
George V. Hager, Jr.
Senior Vice President and
Chief Financial Officer
G ACQUISITION CORPORATION
By: /s/ George V. Hager, Jr.
--------------------------------
George V. Hager, Jr.
Senior Vice President and
Chief Financial Officer
Page 16 of 16
