<PAGE>
As filed with the Securities and Exchange Commission on December 19, 1996
Registration No. 333-11847
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
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
(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
(610) 444-6350
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Richard J. McMahon, Esquire
Blank Rome Comisky & McCauley
1200 Four Penn Center Plaza
Philadelphia, Pennsylvania 19103
(215) 569-5554
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 to be offered
pursuant to dividend or interest reinvestment, 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. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, 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. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per share offering price fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.02 per share 176,355 shares(1)(2) $29.50(2) $4,205,603(2)(3) $1,451.00
====================================================================================================================================
</TABLE>
(1) This Registration Statement covers shares owned by certain selling
stockholders which shares may be offered from time to time by the selling
stockholders for a period not to exceed 2 years from June 5, 1996.
(2) 159,499 shares were previously registered pursuant to a registration
statement filed on September 12, 1996 at which time the filing fee was
based upon an offering price of $23.25, the average of the high and low
prices of the Common Stock as reported by the New York Stock Exchange on
September 6, 1996. 16,856 additional shares are being registered herewith
based upon an offering price of $29.50, the average of the high and low
prices of the Common Stock as reported on the New York Stock Exchange on
December 16, 1996.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended.
$1,279 was previously paid; $151 is being paid herewith.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in and State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED DECEMBER 19, 1996
PROSPECTUS
GENESIS HEALTH VENTURES, INC.
176,355 Shares of Common Stock
The shares offered hereby (the "Shares") consist of 176,355 shares of
common stock, $.02 par value per share (the "Common Stock"), of Genesis Health
Ventures, Inc., a Pennsylvania corporation ("Genesis" or the "Company"), which
are owned by the selling stockholders listed herein under "Selling Stockholders"
(collectively, the "Selling Stockholders"). The Shares may be offered from time
to time by the Selling Stockholders until June 5, 1998. Genesis shall pay all
expenses incident to the registration of the Common Stock, including, without
limitation, the filing of this Registration Statement, including all
registration and filing fees, fees and expenses of compliance with state
securities or "blue sky" laws, printing expenses, messenger and delivery
expenses, fees and disbursements of counsel for the Company and all independent
certified public accountants retained by the Company, and all fees and expenses
incurred in connection with the listing of the Common Stock on the New York
Stock Exchange. Each Selling Stockholder shall pay all expenses relating to the
sale of the Shares including any commissions, discounts or other fees payable to
broker-dealers and any attorney fees or other expenses incurred by such Selling
Stockholder. Genesis will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders.
The Selling Stockholders have not advised Genesis of any specific plans
for the distribution of the Shares covered by this Prospectus, but it is
anticipated that the Shares will be sold from time to time primarily in
transactions (which may include block transactions) on the New York Stock
Exchange at the market price then prevailing, although sales may also be made in
negotiated transactions or otherwise. The Selling Stockholders and the brokers
and dealers through whom sale of the Shares may be made may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), and their commissions or discounts and other compensation may
be regarded as underwriters' compensation. See "Plan of Distribution."
The Company's Common Stock is quoted on the New York Stock Exchange
under the symbol "GHV." On December 16, 1996, the last reported closing price
of the Common Stock was $29.50 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------
THE DATE OF THIS PROSPECTUS IS , 1996.
<PAGE>
AVAILABLE INFORMATION
Genesis has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act (the
"Registration Statement") with respect to the registration of Genesis Common
Stock owned by the Selling Stockholders. This Prospectus constitutes a part of
the Registration Statement and, in accordance with the rules of the Commission,
omits certain of the information contained in the Registration Statement. For
such information, reference is made to the Registration Statement and the
exhibits thereto.
Genesis is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. The Registration Statement, as well as such reports, proxy
statements and other information, can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60621, and at 75 Park Place, 14th Floor, New York, New York 10007.
Copies of such material also can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Such materials and other information concerning Genesis are
also filed electronically with the commission and are accessible via the
Worldwide Web at http://www.sec.gov.
In addition, the Company's Common Stock, 6% Convertible Senior
Subordinated Debentures due 2003 and 9-3/4% Senior Subordinated Notes due 2005
are listed on the New York Stock Exchange. The Company's reports, proxy
statements and other information filed under the Exchange Act may also be
inspected and copied at the New York Stock Exchange, 120 Broad Street, New York,
New York 10005.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents and portions of documents filed by the Company
with the Commission are hereby incorporated by reference into this Prospectus
and made a part hereof: (i) the Annual Report on Form 10-K for the year ended
September 30, 1995; (ii) the Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1995, March 31, 1996 and June 30, 1996, as amended; (iii)
the Current Report on Form 8-K dated November 30, 1995, as amended; (iv)
the Current Report on Form 8-K dated April 21, 1996; (v) the Current Report on
Form 8-K dated May 3, 1996, as amended; (vi) the Current Report on Form 8-K
dated May 8, 1996; (vii) the Current Report on Form 8-K/A dated July 11, 1996;
(viii) the Current Report on Form 8-K dated July 26, 1996; (ix) the Current
Report on Form 8-K dated October 2, 1996; and (x) the Current Report on Form 8-K
dated October 11, 1996.
All documents filed by Genesis pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing thereof. Any statement contained herein or in any document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Prospectus, except as so modified or superseded.
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<PAGE>
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner to whom a copy of this Prospectus has been
delivered, upon written or oral request of such person, a copy of any or all of
the information that has been incorporated by reference in this Prospectus (not
including exhibits to such information unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Written or oral requests for such copies should be directed to
Genesis Health Ventures, Inc., 148 West State Street, Kennett Square,
Pennsylvania 19348, Attention: Investor Relations, telephone (610) 444-6350.
THE COMPANY
Genesis is a leading provider of healthcare and support services to the
elderly. The Company has developed the Genesis ElderCare(sm) delivery model of
integrated healthcare networks to provide cost-effective, outcome-oriented
services to the elderly. Through these integrated healthcare networks, Genesis
provides basic healthcare and specialty medical services to more than 75,000
customers in five regional markets in the Eastern United States in which over
3,000,000 people over the age of 65 reside. The networks include 153 eldercare
centers with approximately 20,120 beds; 18 primary care physician clinics;
approximately 70 physicians, physician assistants and nurse practitioners; 12
institutional pharmacies and six medical supply distribution centers serving
over 52,000 beds; certified rehabilitation agencies providing services through
approximately 290 contracts; and seven home healthcare agencies. Genesis has
concentrated its eldercare networks in five geographic regions in order to
achieve operating efficiencies, economies of scale and significant market share.
The five geographic markets that Genesis principally serves are: Massachusetts/
Connecticut/New Hampshire; Eastern Pennsylvania/Delaware Valley; Southern
Delaware/Eastern Shore of Maryland; Baltimore, Maryland/Washington, D.C.; and
Central Florida. Genesis is a Pennsylvania corporation that was organized in
1985. Genesis' principal executive offices are located at 148 West State Street,
Kennett Square, Pennsylvania 19348, and its telephone number is (610) 444-6350.
USE OF PROCEEDS
Genesis will not receive any proceeds from the sale of the Shares by
the Selling Stockholders.
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<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of
this Prospectus regarding the ownership of shares of Genesis Common Stock of
each Selling Stockholder and as adjusted to give effect to the sale of the
Shares offered hereby. All of the Shares being offered by the Selling
Stockholders were acquired by them as a result of the acquisition by Genesis of
Professional Pharmacy Services, Inc., Medical Services Group, Inc., CareCard,
Inc., Transport Services, Inc. and NeighborCare Pharmacies, Inc. (collectively,
"NeighborCare"). The Shares are being registered to permit public secondary
trading in the Shares and the Selling Stockholders may offer the Shares for
resale from time to time. See "Plan of Distribution."
<TABLE>
<CAPTION>
# of Shares # of Shares # of Shares
Name of Owned Before Being Offered Owned After
Selling Stockholder the Offering for Sale the Offering
- -------------------------------------------- ----------------- ----------------- -----------------
<S> <C> <C> <C>
The Chase Manhattan Bank, N.A. 34,401 34,401 --
Michael Bronfein and Jessica Bronfein 139,171 70,977 68,194
Stanton Ades and Renee Ades 139,171 70,977 68,194
</TABLE>
PLAN OF DISTRIBUTION
The Shares offered hereby by the Selling Stockholders may be sold from
time to time by the Selling Stockholders, or by pledgees, donees, transferees or
other successors in interest. Such sales may be made on one or more exchanges or
in the over-the-counter market (including the Nasdaq National Market of The
Nasdaq Stock Market), or otherwise at prices and at terms then prevailing or at
prices related to the then-current market price, or in negotiated transactions.
The Shares may be sold by one or more of the following methods, without
limitation: (a) a block trade in which the broker-dealer so engaged will attempt
to sell the Shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction; (b) purchases by a broker or dealer
as principal and resale by such broker or dealer for its account pursuant to
this Prospectus; (c) ordinary brokerage transactions and transactions in which
the broker solicits purchasers; and (d) face-to-face transactions between the
Selling Stockholders and purchasers without a broker-dealer. In effecting sales,
brokers or dealers engaged by the Selling Stockholders may arrange for other
brokers or dealers to participate. Such brokers or dealers may receive
commissions or discounts from the Selling Stockholders in amounts to be
negotiated immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act, in connection with such sales. In addition, any
securities covered by this Prospectus that qualify for sale pursuant to Rule 144
might be sold under Rule 144 rather than pursuant to this Prospectus.
Upon Genesis being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of Shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplemented Prospectus will
be filed, if required, pursuant to Rule 424(c) under the Securities Act,
disclosing (a) the name of each such broker-dealer, (b) the number of Shares
involved, (c) the price at which such Shares were sold, (d) the commissions paid
or discounts or concessions allowed to such broker-dealer(s), where applicable,
(e) that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this Prospectus, as
supplemented, and (f) other facts material to the transaction.
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<PAGE>
The Registration Statement shall remain effective until the earlier of
(i) the date on which all of the Shares included in the Registration Statement
have been sold or permitted to be sold under Rule 144 or (ii) June 5, 1998.
Genesis shall pay all expenses incident to the registration of the
Common Stock, including, without limitation, the filing of this Registration
Statement, including all registration and filing fees, fees and expenses of
compliance with state securities or "blue sky" laws, printing expenses,
messenger and delivery expenses, fees and disbursements of counsel for the
Company and all independent certified public accountants retained by the
Company, and all fees and expenses incurred in connection with the listing of
the Common Stock on the New York Stock Exchange. Each selling stockholder shall
pay all expenses relating to the sale of the shares including any commissions,
discounts or other fees payable to broker-dealers and any attorney fees or other
expenses incurred by such selling stockholder.
In accordance with the Registration Rights Agreement dated June 5,
1996, by and among Genesis, The Chase Manhattan Bank, N.A., Michael Bronfein,
Jessica Bronfein, Stanton Ades and Renee Ades (the "Registration Rights
Agreement"), Genesis has agreed to indemnify the Selling Stockholders in certain
circumstances, against certain liabilities, including liabilities arising under
the Securities Act. Each Selling Stockholder has agreed to indemnify Genesis and
its directors, and its officers who sign the Registration Statement against
certain liabilities, including liabilities arising under the Securities Act.
LEGAL MATTERS
An opinion has been rendered by the law firm of Blank Rome Comisky &
McCauley, Philadelphia, Pennsylvania, to the effect that the shares of Common
Stock offered by the Selling Stockholders hereby are legally issued, fully paid
and non-assessable. Stephen Luongo, a partner in Blank Rome Comisky & McCauley,
is the beneficial owner of 36,097 shares of Common Stock and is a director of
the Company.
EXPERTS
The consolidated financial statements of Genesis and its subsidiaries
as of September 30, 1994 and 1995, and for each of the years in the three-year
period ended September 30, 1995 have been incorporated by reference herein and
in the Registration Statement in reliance upon the reports of KPMG Peat Marwick
LLP, independent certified public accountants, appearing elsewhere herein or
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
-5-
<PAGE>
The financial statements of McKerley Health Care Centers, Inc. for the
years ended December 31, 1994 and 1993, the financial statements of McKerley
Health Facilities for the years ended December 31, 1994 and 1993, and the
financial statements and other financial information of McKerley Health Care
Center - Concord Limited Partnership for the period from March 11, 1994 to
December 31, 1994, appearing in the Company's Current Report on Form 8-K/A dated
April 5, 1996, and the financial statements of National Health Care Affiliates,
Inc. and Related Entities for the year ended December 31, 1995, appearing in the
Company's Current Report on Form 8-K/A dated May 3, 1996, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports thereon
included therein and incorporated herein by reference. Such financial statements
are incorporated herein by reference in reliance upon such reports given upon
the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Geriatric and Medical
Companies, Inc. and subsidiaries as of May 31, 1996 and for each of the years in
the two-year period ended May 31, 1996 appearing in the Genesis Health Ventures,
Inc.'s Current Report on Form 8-K/A dated July 11, 1996 have been audited by BDO
Seidman, LLP, independent auditors, as set forth in their report therein and
incorporated herein by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
-6-
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
================================================= ======================================
No dealer, salesman or other person 176,355 Shares
has been authorized to give any information or
to make any representations other
than those contained in this Prospectus and,
if given or made, such information
or representations must not be relied upon as
having been authorized by Genesis or the GENESIS HEALTH VENTURES, INC.
Selling Stockholders. This Prospectus does
not constitute an offer to sell or a solicitation
of an offer to buy to any person in any
jurisdiction in which such offer or solicitation
would be unlawful or to any person to whom
it is unlawful. Neither the delivery of this
Prospectus nor any offer or sale made Common Stock
hereunder shall, under any circumstances,
create any implication that there has
been no change in the affairs of Genesis
or that information contained herein is
correct as of any time subsequent to the
date hereof.
---------------
_______________ PROSPECTUS
---------------
TABLE OF CONTENTS
Page
Available Information............................2
Incorporation of Documents
by Reference..................................2
The Company......................................3
Use of Proceeds..................................3
Selling Stockholders.............................4
Plan of Distribution.............................4
Legal Matters....................................5 , 1996
Experts..........................................5
==================================================== =========================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table shows the estimated expenses of the issuance and
distribution of the securities offered hereby.
Registration expenses paid by the Company.................... $ 1,450.00
Legal fees and expenses...................................... 5,000.00
Accounting fees and expenses................................. 5,000.00
Miscellaneous................................................ 5,000.00
------------
Total............................................... $16,450.00
============
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 1741 through 1750 of Subchapter D, Chapter 17, of the
Pennsylvania Business Corporation Law of 1988 (the "BCL") contain provisions for
mandatory and discretionary indemnification of a corporation's directors,
officers and other personnel, and related matters.
Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
an action or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
representative, director or officer of the corporation or serving at the request
of the corporation as a representative of another corporation, partnership,
joint venture, trust or other enterprise, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. Under Section 1743, indemnification
is mandatory to the extent that the officer or director has been successful on
the merits or otherwise in defense of any action or proceeding if the
appropriate standards of conduct are met.
Section 1742 provides for indemnification in derivative actions except
in respect of any claim, issue or matter as to which the person has been
adjudged to be liable to the corporation unless and only to the extent that the
proper court determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for the expenses that the court deems
proper.
II-1
<PAGE>
Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination that the representative
met the applicable standard of conduct, and such determination will be made by
the board of directors (i) by a majority vote of a quorum of directors not
parties to the action or proceeding; (ii) if a quorum is not obtainable, or if
obtainable and a majority of disinterested directors so directs, by independent
legal counsel; or (iii) by the shareholders. Section 1745 provides that expenses
incurred by an officer, director, employee or agent in defending a civil or
criminal action or proceeding may be paid by the corporation in advance of the
final disposition of such action or proceeding upon receipt of an undertaking by
or on behalf of such person to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the corporation.
Section 1746 provides generally that, except in any case where the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter 17D of the
BCL shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders of disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding that office.
Section 1747 also grants to a corporation the power to purchase and
maintain insurance on behalf of any director or officer against any liability
incurred by him or her in his or her capacity as officer or director, whether or
not the corporation would have the power to indemnify him or her against the
liability under Subchapter 17D of the BCL.
Section 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Subchapter 17D of the BCL to successor
corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and advancement of
expense provided by, or granted pursuant to, Subchapter 17D of the BCL, shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs and personal representative of such person.
For information regarding provisions under which a director or officer
of the Company may be insured or indemnified in any manner against any liability
which he or she may incur in his or her capacity as such, reference is made to
Article III of the Company's Bylaws, which provides in general that the Company
shall indemnify its officers and directors to the fullest extent authorized by
law. The Company also provides insurance coverage to its directors and officers
for up to $15 million.
II-2
<PAGE>
ITEM 16. EXHIBITS.
NUMBER DOCUMENT
- ------ --------
5.1 Opinion of Blank Rome Comisky & McCauley as to the validity of
the issuance of the shares of Genesis Common Stock to be
registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consents of Ernst & Young LLP.
23.3 Consent of BDO Seidman, LLP.
23.4 Consent of Blank Rome Comisky & McCauley (included in Exhibit
5.1).
24.1 Power of attorney of certain signatories (included on the
Signature Page).
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.
(4) It will remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-3
<PAGE>
(5) It will include any material information with respect to the
plan of distribution by means of a post-effective amendment not previously
disclosed in this registration statement or any material change to such
information in this registration statement.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of Genesis
pursuant to the foregoing provisions, or otherwise, Genesis has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Genesis of expenses incurred
or paid by a director, officer or controlling person of Genesis in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Genesis will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
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 Kennett Square, Pennsylvania, on the date indicated.
GENESIS HEALTH VENTURES, INC.
Date: December 19, 1996 By: /s/ Michael R. Walker
-------------------------------------------
Michael R. Walker,
Chairman, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the 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, Director and Chief December 19, 1996
- ------------------------------------------- Executive Officer
Michael R. Walker
* President, Chief Operating December 19, 1996
- ------------------------------------------- Officer and Director
Richard R. Howard
* Senior Vice President and Chief December 19, 1996
- ------------------------------------------- Financial Officer
George V. Hager, Jr.
* Vice President and Controller December 19, 1996
- -------------------------------------------
Edward J. Boeggeman
* Director December 19, 1996
- -------------------------------------------
Allen R. Freedman
* Director December 19, 1996
- -------------------------------------------
Samuel H. Howard
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
* Director December 19, 1996
- -------------------------------------------
Roger C. Lipitz
* Director December 19, 1996
- -------------------------------------------
Stephen E. Luongo
* Director December 19, 1996
- -------------------------------------------
Alan B. Miller
Director
- -------------------------------------------
Fred F. Nazem
*By /s/ Michael R. Walker
----------------------------------------
Attorney-in-fact
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
NUMBER DOCUMENT
- ------ --------
5.1 Opinion of Blank Rome Comisky & McCauley.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consents of Ernst & Young LLP.
23.3 Consent of BDO Seidman, LLP.
23.4 Consent of Blank Rome Comisky & McCauley (included in Exhibit 5.1).
24.1 Power of attorney of certain signatories (included on the Signature
Page).
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF BLANK ROME COMISKY & McCAULEY]
December 19, 1996
Genesis Health Ventures, Inc.
148 West State Street
Kennett Square, PA 19348
Gentlemen:
We have acted as counsel to Genesis Health Ventures, Inc. (the "Company") in
connection with the preparation of the Registration Statement on Form S-3
("Registration Statement") to be filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the registration of 176,355 shares of common stock, par value $.02 per share
("Common Stock"), which have been included in the Registration Statement for the
respective accounts of the persons identified in the Registration Statement as
Selling Stockholders. This opinion is furnished pursuant to the requirement of
Item 601(b)(5) of Regulation S-K.
Although as counsel to the Company we have advised the Company in connection
with a variety of matters referred to us by it, our services are limited to
specific matters so referred. Consequently, we may not have knowledge of many
transactions in which the Company has engaged or its day-to-day operations.
In rendering this opinion, we have examined the following documents: (i) the
Company's Articles of Incorporation and Bylaws, as amended and restated since
the inception of the Company, (ii) the Company's Minute Books; (iii) the
Registration Statement; and (iv) a certification from the Company's transfer
agent. We have assumed and relied, as to questions of fact and mixed questions
of law and fact, on the truth, completeness, authenticity and due authorization
of all documents and records examined and the genuineness of all signatures.
We have not made any independent investigation in rendering this opinion other
than the document examination described. Our opinion is therefore qualified in
all respects by the scope of that document examination. We make no
representation as to the sufficiency of our investigation for your purposes.
This opinion is limited to the laws of the Commonwealth of Pennsylvania. In
rendering this opinion we have assumed (i) compliance with all other laws,
including federal laws and (ii) compliance with all Pennsylvania securities and
antitrust laws.
<PAGE>
Based upon and subject to the foregoing, we are of the opinion that the shares
of Common Stock are legally issued, fully paid and non-assessable.
This opinion is given as of the date hereof. We assume no obligation to update
or supplement this opinion to reflect any facts or circumstances which may
hereafter come to our attention or any changes in laws which may hereafter
occur.
This opinion is strictly limited to the matters stated herein and no other or
more extensive opinion is intended, implied or to be inferred beyond the matters
expressly stated herein.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us under "Item 5. Interests of Named Experts
and Counsel" in the Registration Statement.
Sincerely,
/s/ Blank Rome Comisky & McCauley
-----------------------------
BLANK ROME COMISKY & McCAULEY
II-9
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors
Genesis Health Ventures, Inc.:
We consent 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
No. 333-11847 on Form S-3 of Genesis Health Ventures, Inc. of our report dated
November 29, 1995, except for note 2 which is as of November 30, 1995, related
to the consolidated balance sheets of Genesis Health Ventures, Inc. and
subsidiaries as of September 30, 1995 and 1994, and the related consolidated
statements of operations, shareholders' equity, and cash flows, and our report
dated November 29, 1995 on the related schedule for each of the years in the
three-year period ended September 30, 1995, which reports appear in the
September 30, 1995 annual report on Form 10-K of Genesis Health Ventures, Inc.
/s/ KPMG Peat Marwick LLP
---------------------
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
December 13, 1996
<PAGE>
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Amendment No. 1 to Form S-3) and related Prospectus of
Genesis Health Ventures, Inc., dated December 16, 1996, for the registration of
176,355 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.
/s/ Ernst & Young LLP
------------------------
Ernst & Young LLP
Manchester, New Hampshire
December 12, 1996
<PAGE>
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Amendment No. 1 to Form S-3) and related Prospectus of
Genesis Health Ventures, Inc., dated December 16, 1996, for the registration of
176,355 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
and other financial information 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.
/s/ Ernst & Young LLP
------------------------
Ernst & Young LLP
Manchester, New Hampshire
December 12, 1996
<PAGE>
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Amendment No. 1 to Form S-3) and related Prospectus of
Genesis Health Ventures, Inc., dated December 16, 1996, for the registration of
176,355 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 Facilities included in Genesis Health Ventures, Inc.'s
Current Report (Form 8K/A), dated April 5, 1996, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
------------------------
Ernst & Young LLP
Manchester, New Hampshire
December 12, 1996
<PAGE>
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statement (Form S-3 No. 333-11847) and related
Prospectus of Genesis Health Ventures, Inc. for the registration of 176,355
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.'s Current Report
(Form 8-K/A), dated May 3, 1996, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
------------------------
Ernst & Young LLP
Buffalo, New York
December 13, 1996
<PAGE>
Exhibit 23.3
[BDO LETTERHEAD]
Consent of Independent Certified Public Accountants
Genesis Health Ventures, Inc.
148 West State Street
Kennett Square, Pennsylvania 19348
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of Amendment No. 1 to the Registration Statement of Form S-3
(333-11847) for the registration of 176,355 shares of your common stock, of our
report dated August 20, 1996, relating to the consolidated financial statements
of Geriatrics & Medical Companies, Inc. as of May 31, 1996 and for each of the
years in the two-year period ended May 31, 1996 included in the Genesis Health
Ventures, Inc.'s current report on Form 8-K/A dated July 11, 1996 filed with
the Securities and Exchange Commission.
We also consent to us being named as "Experts" in the Prospectus.
/s/ BDO Seidman, LLP
--------------------------
BDO Seidman, LLP
Philadelphia, Pennsylvania
December 16, 1996
