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Previous: MEDAREX INC, 10-Q, 1998-11-13 |
Next: ICOS CORP / DE, 10-Q, 1998-11-13 |
<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 8-K/A
AMENDMENT NO. 1
TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 28, 1998
GENESIS HEALTH VENTURES, INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania 1-11666 06-1132947
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation or Identification
organization) Number)
101 East State Street
Kennett Square, Pennsylvania 19348
(Address, including zip code, of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 444-6350
================================================================================
<PAGE>
Item 7 is hereby amended as follows:
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of businesses acquired.
Vitalink Pharmacy Services, Inc. and Subsidiaries
Independent Auditors' Report*
Consolidated Balance Sheets as of May 31, 1998*
Consolidated Statements of Operations for the years ended
May 31, 1997 and 1998*
Consolidated Statements of Shareholders' Equity for the
years ended May 31, 1997 and 1998*
Consolidated Statements of Cash Flows for the years ended
May 31, 1997 and 1998*
Notes to Consolidated Financial Statements*
(b) Pro forma financial information:
UNAUDITED PRO FORMA FINANCIAL INFORMATION FOR THE COMBINED
COMPANY AND OTHER ACQUISITIONS
The following unaudited pro forma financial information for the combined company
and other acquisitions gives effect to (i) the Merger, which was accounted for
using the purchase method of accounting, (ii) Genesis's purchase on October 9,
1997 of an approximately 44% interest in the Multicare Companies, Inc.
("Multicare") which was accounted for using the equity method of accounting (the
"Multicare Transaction"), (iii) Genesis's asset purchase of Multicare's
outpatient and inpatient rehabilitation therapy business effective October 9,
1997, which was accounted for using the purchase method of accounting (the
"Therapy Purchase"), (iv) Genesis' purchase of the outstanding capital stock and
limited partnership interests of certain subsidiaries of Multicare engaged in
the business of providing institutional pharmacy services to third parties (the
"Pharmacy Purchase") effective January 1, 1998, which was accounted for using
the purchase method of accounting and (v) Vitalink's merger with TeamCare, Inc.
(the "TeamCare Acquisition") on February 1, 1997 which was accounted for using
the purchase method.
The Genesis Pro Forma Adjustments in the unaudited pro forma condensed
consolidated statement of operations for the twelve months ended September 30,
1997 and the nine months ended June 30, 1998 include the effect of the Multicare
Transaction, the Therapy Purchase, and the Pharmacy Purchase as if they had
occurred on October 1, 1996. The Vitalink Pro Forma Adjustments in the unaudited
pro forma condensed consolidated statement of operations for the twelve months
ended September 30, 1997 include the effect of the TeamCare Acquisition as if it
had occurred on October 1, 1996. No pro forma adjustments related to the
TeamCare Acquisition are included in the unaudited pro forma condensed
consolidated statement of operations for the nine months ended June 30, 1998
since the TeamCare Acquisition was included in Vitalink's operating results for
the entire period.
The unaudited pro forma condensed consolidated balance sheet gives effect to the
Merger (including the repayment of certain Vitalink indebtedness in connection
with the Merger) as if the Merger had occured on June 30, 1998. No pro forma
balance sheet information is presented relating to the Genesis and Vitalink
transactions described in the preceding paragraph (other than the Merger)
because the transactions were all consummated prior to June 30, 1998 and May 31,
1998, respectively, and are reflected in the historical balance sheets of
Genesis and Vitalink, respectively.
The pro forma adjustments are based on available information and certain
assumptions that management believes are reasonable and are described in the
accompanying notes. No changes in operating revenues and expenses have been made
to reflect the results of any modification to operations that might have been
made had the Merger been consummated on the aforesaid assumed effective dates
for purposes of the pro forma results. The unaudited pro forma financial
information for the combined company and other acquisitions is provided for
informational purposes only and does not purport to represent what Genesis's
results of operations would actually have been had the transactions described
above actually occurred at such dates or to project Genesis's results of
operations or financial position at or for any future date or period. The
unaudited pro forma financial information for the combined company has been
prepared using the purchase method of accounting for the Merger, whereby merger
consideration is allocated to the tangible and intangible assets acquired and
liabilities assumed based on their respective fair values at the effective date
of the transaction. Such allocations are based on studies and valuations which
have not yet been completed. Accordingly, the allocations and estimated lives
for the Merger in the unaudited pro forma financial information for the combined
company are preliminary and subject to change.
The following unaudited pro forma financial information for the combined company
should be read in conjunction with the historical financial statements of
Genesis for its fiscal year ended September 30, 1997 and Vitalink for its fiscal
year ended May 31, 1998, including the respective notes thereto, which are
incorporated by reference in this Form 8-K.
<PAGE>
GENESIS HEALTH VENTURES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED SEPTEMBER 30,1997
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
Genesis
Genesis Pro Forma Vitalink Transaction
Historical Adjustments Historical * Adjustments
------------ ------------- ------------ ------------
<S> <C> <C> <C> <C>
Net revenues $ 1,099,823 $ 148,817 (8)(11) 352,923 -
Expenses:
Operating expenses 858,916 94,069 (11) 262,676 (3,373) (5)
Corporate, general and administrative 41,039 16,000 (8) 32,229 (5,600) (6)
Special charge 15,000 - 3,087 -
Lease expense 28,587 1,356 (11) 6,205 (500) (6)
Depreciation and amortization 41,946 3,585 (10)(11) 12,457 2,809 (1)
Interest expense, net 39,103 35,358 (9) 2,776 26,941 (2)
------------ ------------- ------------ ------------
Total expenses 1,024,591 150,368 319,430 20,277
------------ ------------- ------------ ------------
Income (loss) before income taxes,
equity in loss of unconsolidated
subsidiaries and extraordinary item 75,232 (1,551) 33,493 (20,277)
Income tax expense (benefit) 27,088 (558) (7) 14,934 (8,311) (7)
------------ ------------- ------------ ------------
Income (loss) before equity in loss of
unconsolidated subsidiaries and
extraordinary item 48,144 (993) 18,559 (11,966)
Equity in loss of unconsolidated subsidiaries - (5,109) (12) - -
------------ ------------- ------------ ------------
Income (loss) before extraordinary item 48,144 (6,102) 18,559 (11,966)
Less: preferred stock dividends - - - 17,525 (3)
------------ ------------- ------------ ------------
Income (loss) available to common shareholders
before extraordinary item $ 48,144 (6,102) 18,559 (29,491)
============ ============= ============ ============
Per common share data:
Basic:
Income before extraordinary item (14) $ 1.39
Weighted average shares of common stock
and equivalents 34,558,000
Diluted:
Income before extraordinary item (14) $ 1.33
Weighted average shares of common
of common stock and equivalents 36,120,000
<CAPTION>
Vitalink Pro Forma
Pro Forma Pro Forma Combined
Combined Adjustments (13) As Adjusted
---------------- ---------------- ----------------
<S> <C> <C> <C>
Net revenues 1,601,563 116,447 1,718,010
Expenses:
Operating expenses 1,212,288 88,382 1,300,670
Corporate, general and administrative 83,668 12,187 95,855
Special charge 18,087 - 18,087
Lease expense 35,648 - 35,648
Depreciation and amortization 60,797 5,482 66,279
Interest expense, net 104,178 2,700 106,878
---------------- ---------------- ----------------
Total expenses 1,514,666 108,751 1,623,417
---------------- ---------------- ----------------
Income (loss) before income taxes,
equity in loss of unconsolidated
subsidiaries and extraordinary item 86,897 7,696 94,593
Income tax expense (benefit) 33,153 4,013 37,166
---------------- ---------------- ----------------
Income (loss) before equity in loss of
unconsolidated subsidiaries and
extraordinary item 53,744 3,683 57,427
Equity in loss of unconsolidated subsidiaries (5,109) - (5,109)
---------------- ---------------- ----------------
Income (loss) before extraordinary item 48,635 3,683 52,318
Less: preferred stock dividends 17,525 - 17,525
---------------- ---------------- ----------------
Income (loss) available to common shareholders
before extraordinary item 31,110 3,683 34,793
================ ================ ================
Per common share data:
Basic:
Income before extraordinary item (14) $ 0.90 $ 1.01
Weighted average shares of common stock
and equivalents (4) 34,558,000 (4) 34,558,000
Diluted:
Income before extraordinary item (14) $ 0.86 $ 0.96
Weighted average shares of common
of common stock and equivalents 36,120,000 (4) 36,120,000
</TABLE>
* Twelve months ended August 31, 1997.
See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Statement
of Operations
<PAGE>
GENESIS HEALTH VENTURES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED JUNE 30, 1998
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
Genesis
Genesis Pro Forma Vitalink
Historical Adjustments Historical *
--------------- ---------------- ----------------
<S> <C> <C> <C>
Net revenues $ 999,390 $ 20,476 (8)(11) 381,099
Expenses:
Operating expenses 774,539 17,932 (11) 288,454
Corporate, general and administrative 39,803 - (8) 38,237
Lease expense 23,008 179 (11) -
Depreciation and amortization 37,985 321 (10)(11) 14,586
Interest expense, net 59,010 2,100 (9) 4,167
--------------- ---------------- ----------------
Total expenses 934,345 20,532 345,444
--------------- ---------------- ----------------
Income (loss) before income taxes,
equity in income (loss) of unconsolidated
subsidiaries and extraordinary item 65,045 (56) 35,655
Income tax expense (benefit) 23,741 (21) (7) 15,941
--------------- ---------------- ----------------
Income (loss) before equity in income
(loss) of unconsolidated subsidiaries
and extraordinary item 41,304 (35) 19,714
Equity in income (loss) of unconsolidated subsidiary 2,077 (365) (12) -
--------------- ---------------- ----------------
Income (loss) before extraordinary item 43,381 (400) 19,714
Less: preferred stock dividends - - -
Income (loss) available to common shareholders
--------------- ---------------- ----------------
before extraordinary item (14) $ 43,381 (400) 19,714
=============== ================ ================
Per common share data:
Basic:
Income before extraordinary item (14) $ 1.24
Weighted average shares of common stock 35,107,983
Diluted:
Income before extraordinary item (14) $ 1.22
Weighted average shares of common stock
and equivalents 35,701,210
<CAPTION>
Transaction Pro Forma
Adjustments Combined
--------------- ----------------
<S> <C> <C>
Net revenues - 1,400,965
Expenses:
Operating expenses (2,530) (5) 1,078,395
Corporate, general and administrative (4,200) (6) 73,840
Lease expense (375) (6) 22,812
Depreciation and amortization 2,107 (1) 54,999
Interest expense, net 20,206 (2) 85,483
--------------- ----------------
Total expenses 15,208 1,315,529
--------------- ----------------
Income (loss) before income taxes,
equity in income (loss) of unconsolidated
subsidiaries and extraordinary item (15,208) 85,436
Income tax expense (benefit) (4,716) (7) 34,945
--------------- ----------------
Income (loss) before equity in income
(loss) of unconsolidated subsidiaries
and extraordinary item (10,492) 50,491
Equity in income (loss) of unconsolidated subsidiary - 1,712
--------------- ----------------
Income (loss) before extraordinary item (10,492) 52,203
Less: preferred stock dividends 13,144 (3) 13,144
Income (loss) available to common shareholders
--------------- ----------------
before extraordinary item (14) (23,636) 39,059
=============== ================
Per common share data:
Basic:
Income before extraordinary item (14) $ 1.11
Weighted average shares of common stock (4) 35,107,983
Diluted:
Income before extraordinary item (14) $ 1.09
Weighted average shares of common stock
and equivalents (4) 35,701,210
</TABLE>
* Nine months ended May 31, 1998.
See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Statement
of Operations
<PAGE>
GENESIS HEALTH VENTURES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PROFORMA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(1) Represents additional amortization relating to the goodwill and the
estimated fair value of pharmacy services agreements with Manor Care
recorded as a result of the merger, less amortization of pre-acquisition
goodwill recorded by Vitalink:
<TABLE>
<CAPTION>
Twelve Months Nine Months
Ended Ended
September 30, June 30,
1997 1998
----------------- -----------------
<S> <C> <C>
Amortization of goodwill over 40 years $ 13,887 10,415
Amortization of the fair value of pharmacy services
agreements with Manor Care over 20 years 1,088 816
----------------- -----------------
14,975 11,231
Less: amortization of $342,560 of pre-acquisition
goodwill recorded by Vitalink over a remaining
useful life of 40 years and amortization and
depreciation of assets which have no future benefit 12,166 9,124
----------------- -----------------
Pro forma adjustment $ 2,809 2,107
================= =================
</TABLE>
(2) The Closing Consideration and the repayment of certain amounts under the
Vitalink credit facility were financed, in part, through borrowings under
Genesis' revolving credit facility, resulting in additional net interest
expense, and the amortization of related direct financing costs, as
follows:
<TABLE>
<CAPTION>
Twelve Months Nine Months
Ended Ended
September 30, June 30,
1997 1998
----------------- -----------------
<S> <C> <C>
Interest expense - $383,811 borrowing under revolving
credit facility, 8.00% $ 30,705 23,029
Amortization of direct financing costs over 10 years 367 275
----------------- -----------------
31,072 23,304
Less: interest expense - $68,274 repayment
of Vitalink credit facility, 6.05% 4,131 3,098
----------------- -----------------
Pro forma adjustment $ 26,941 20,206
================= =================
</TABLE>
(3) Represents the 5.9375% dividend on the $295,155 of Genesis Preferred Stock
issued as part of the Closing Consideration.
<TABLE>
<CAPTION>
Twelve Months Nine Months
Ended Ended
September 30, June 30,
1997 1998
----------------- -----------------
<S> <C>
$ 17,525 13,144
================= =================
</TABLE>
(4) Pro forma per share basic and diluted income before extraordinary item
include the effect of the 5.9375% dividend on the Genesis Preferred Stock.
The pro forma per share diluted income before extraordinary item does not
assume the conversion of the Genesis Preferred Stock as the effect would be
antidilutive.
(5) Genesis has identified certain operations of Vitalink for which it has a
discrete and identifiable plan to implement. Additionally, under current
pharmaceutical supply contracts, purchasing discounts on volume increases
will be achieved.
<TABLE>
<CAPTION>
Twelve Months Nine Months
Ended Ended
September 30, June 30,
1997 1998
----------------- -----------------
<S> <C> <C>
Elimination of losses related to operations for which
Genesis has a discrete and identifiable plan $ 1,273 955
Purchasing discounts on volume increases 2,100 1,575
----------------- -----------------
Pro forma adjustment $ 3,373 2,530
================= =================
</TABLE>
Additionally, Genesis has identified duplicative positions and operations
and the related costs which approximate $10,900 for the twelve months ended
September 30, 1997 and $8,175 for the nine months ended June 30, 1998, and
plans to eliminate these costs according to a transition plan within one
year from the Merger date.
(6) As a result of the Merger, certain duplicative corporate and administrative
overhead functions related to the prior ownership structure will be merged
and duplicative positions will be eliminated. Genesis has identified
duplicative physical locations which will be merged into existing Genesis
administrative locations.
<TABLE>
<CAPTION>
Twelve Months Nine Months
Ended Ended
September 30, June 30,
1997 1998
----------------- -----------------
<S> <C> <C>
Personnel reductions in corporate and administrative
staff to eliminate duplicative positions $ 3,100 2,325
Other administrative costs including legal and accounting
fees and office expense 2,500 1,875
----------------- -----------------
$ 5,600 4,200
================= =================
Lease expense $ 500 375
================= =================
</TABLE>
(7) Represents income tax benefit, excluding non-deductible amortization, at
36%.
(8) As a result of the management contract with Multicare, certain corporate
employees of Multicare are employed by Genesis. The management fee charged
by Genesis is reflected as an adjustment to net revenues.
<TABLE>
<CAPTION>
Twelve Months Nine Months
Ended Ended
September 30, June 30,
1997 1998
----------------- -----------------
<S> <C> <C>
Total corporate, general and administrative
expense $ 16,000 -
================= =================
Management fee revenues $ 38,186 -
================= =================
</TABLE>
(9) Interest expense has been adjusted to reflect the indebtedness incurred in
connection with the investment in Multicare, the Pharmacy Purchase and the
Therapy Purchase. The estimated average interest rate for the indebtedness
incurred is approximately 8.3%.
<TABLE>
<CAPTION>
Twelve Months Nine Months
Ended Ended
September 30, June 30,
1997 1998
----------------- -----------------
<S> <C> <C>
Interest expense, net $ 35,358 2,100
================= =================
</TABLE>
(10) In connection with the Therapy Purchase and the Pharmacy Purchase,
depreciation and amortization have been increased by the amortization of
goodwill and depreciation resulting from the allocation of purchase price.
The Therapy Purchase and Pharmacy Purchase have preliminarily resulted in
additional goodwill of approximately $47,000 which is amortized over lives
ranging from 20 to 40 years.
<TABLE>
<CAPTION>
Twelve Months Nine Months
Ended Ended
September 30, June 30,
1997 1998
----------------- -----------------
<S> <C> <C>
Depreciation and amortization $ 1,675 321
================= =================
</TABLE>
(11) Represents the consolidation of the operating results relating to the
Therapy Purchase and the Pharmacy Purchase.
<TABLE>
<CAPTION>
Twelve Months Nine Months
Ended Ended
September 30, June 30,
1997 1998
----------------- -----------------
<S> <C> <C>
Revenues, net $ 110,631 $ 20,476
Operating expenses 94,069 17,932
Depreciation and amortization 1,910 -
Lease expense 1,356 179
</TABLE>
(12) Represents Genesis' 43.6% share of the pro forma Multicare net loss from
continuing operations.
(13) The Vitalink Pro Forma Adjustments give effect to Vitalink's merger with
TeamCare, Inc. ("TeamCare"), an institutional pharmacy business. The merger
was accounted for using the purchase method of accounting with an effective
date of February 1, 1997, and accordingly, the historical results of
TeamCare from September 1, 1996 through January 31, 1997 are presented
below with related pro forma adjustments:
The pro forma adjustments represent the amortization of (a) approximately
$216,500 of the excess of purchase price over the estimated fair value of
net assets acquired and (b) the amortization of approximately $11,400
representing the estimated fair value of pharmaceutical supply agreements
based on the straight-line method over 40 and 6 years, respectively.
<TABLE>
<CAPTION>
Vitalink
TeamCare Pro Forma Pro Forma
Historical Adjustments Adjustments
----------------- ----------------- -----------------
<S> <C> <C> <C>
Net revenues $ 116,447 - $ 116,447
Expenses:
Operating expenses 88,382 - 88,382
Corporate, general and administrative 12,187 - 12,187
Depreciation and amortization 2,437 3,045 5,482
Interest expense, net 2,700 - 2,700
----------------- ----------------- -----------------
Total expenses 105,706 3,045 108,751
----------------- ----------------- -----------------
Income (loss) before income taxes 10,741 (3,045) 7,696
----------------- ----------------- -----------------
Income tax expense 4,013 - 4,013
----------------- ----------------- -----------------
Income (loss) from continuing operations $ 6,728 (3,045) $ 3,683
================= ================= =================
</TABLE>
(14) Before the effect of extraordinary losses, net of tax, of $553 and $1,924
related to the early retirement of debt for the twelve months ended
September 30, 1997 and the nine months ended June 30, 1998, respectively.
<PAGE>
GENESIS HEALTH VENTURES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1998
(In thousands)
<TABLE>
<CAPTION>
Genesis Vitalink Pro Forma Pro Forma
Historical Historical (1) Adjustments Combined
----------------- ------------------ ----------------- --------------------
<S> <C> <C> <C> <C>
Current assets $ 473,166 141,565 -- 614,731
Property and equipment, net 582,892 25,490 (12,025) (2) 596,357
Goodwill and other intangibles, net 418,760 342,560 212,917 (3) 999,661
3,669 (4)
21,755 (5)
Other assets 517,336 24,342 -- 541,678
----------------- ------------------ ----------------- --------------------
Total assets $ 1,992,154 533,957 226,316 2,752,427
================= ================== ================= ====================
Current liabilities $ 182,015 44,539 -- 226,554
Long term debt, excluding current maturities 1,089,460 74,317 (68,274) (6) 1,479,314
383,811 (7)
Deferred taxes 51,276 20,273 8,920 (9) 80,469
Other liabilities 23,148 1,532 -- 24,680
Shareholders' equity 646,255 393,296 (98,141) (8) 941,410
----------------- ------------------ ----------------- --------------------
Total liabilities and shareholders' equity $ 1,992,154 533,957 226,316 2,752,427
================= ================== ================= ====================
</TABLE>
See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Balance
Sheet
<PAGE>
GENESIS HEALTH VENTURES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PROFORMA
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands, except share and per share data)
(1) As of May 31, 1998, the end of Vitalink's fiscal year.
(2) Represents adjustment to record acquired fixed assets at fair market
value.
(3) Represents the excess of the Closing Consideration, including direct
costs of the Merger, over the fair values of the net assets acquired.
The Closing Consideration is based on an offer price of $22.50 per share
of the 26,235,973 outstanding shares of Vitalink's Common Stock, and the
payment of $8,000 to settle the outstanding common stock options of
Vitalink and $2,383 in payments to Vitalink officers for non-compete
agreements.
<TABLE>
<S> <C>
Closing Consideration for Vitalink (including option payment of $8,000
and non-compete agreement payments of $2,383) $ 600,692
Direct costs of acquisition 6,331
----------
607,023
Add: To record fixed assets acquired at fair market value 12,025
Add: Effect of deferred income taxes related to pharmacy services agreements 8,920
Less: Stockholders' equity of Vitalink, net of existing goodwill of $342,560 (50,736)
Less: Estimated fair value of pharmacy services agreements with Manor Care (21,755)
----------
555,477
Less: Existing Vitalink goodwill 342,560
----------
$ 212,917
==========
</TABLE>
(4) Represents direct financing costs in connection with the borrowing of
available amounts under Genesis's revolving credit facility at an
assumed interest rate of 8.00%.
(5) Represents the estimated fair value of Vitalink's pharmacy services
agreement with Manor Care.
(6) Represents the repayment of borrowings under Vitalink's five-year $200
million revolving credit facility which expires February 12, 2002.
(7) Represents the borrowing of available amounts under Genesis' revolving
credit facility at an assumed interest rate of 8.00% to finance, in
part, the Closing Consideration and the repayment of borrowings under
Vitalink's revolving credit facility.
<TABLE>
<S> <C>
Borrowings under revolving credit facility $ 383,811
==========
</TABLE>
(8) Represents the issuance of $295,155 of convertible preferred stock to
finance a portion of the Closing Consideration and the elimination of
Vitalink's shareholders' equity.
(9) Represents deferred income taxes related to pharmacy services
agreements.
(c) Exhibits.
The following exhibits are being filed as part of this report:
Number Title
------ -----
2.1** Agreement and Plan of Merger, as amended, dated
as of April 26, 1998 by and among Vitalink
Pharmacy Services, Inc., V Acquisition
Corporation and Genesis Health Ventures, Inc.
23.1*** Consent of Independent Public Accountants
* Incorporated by reference from the Vitalink's Form 10-K filed on
August 31, 1998.
** Incorporated by reference from the Company's Form S-4/A
Registration
<PAGE>
Statement (File No. 333-58221).
*** Previously filed with the Company's Form 8-K dated
September 10, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENESIS HEALTH VENTURES, INC.
/s/ James V. McKeon
----------------------------
James V. McKeon
Vice President and Corporate Controller
Date: November 13, 1998
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