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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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)
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PENNSYLVANIA 1-11666 06-1132947
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification Number)
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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
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Item 2. Acquisition or Disposition of Assets.
On August 28, 1998, Genesis Health Ventures, Inc. ("Genesis") and its
wholly-owned subsidiary V Acquisition Corporation ("Newco") consummated an
Agreement and Plan of Merger (the "Merger Agreement") with Vitalink Pharmacy
Services, Inc. ("Vitalink"). Pursuant to the Merger Agreement, Vitalink merged
with and into Newco, with Newco being the surviving corporation (the "Merger").
Each share of Vitalink Common Stock, par value $.01 per share, (the "Vitalink
Common Stock") has been converted in the Merger into the right to receive (i)
.045 shares of Genesis Series G Cumulative Convertible Preferred Stock, par
value $.01 per share, ("Genesis Preferred"), (ii) $22.50 in cash, or (iii) a
combination of cash and shares of Genesis Preferred (collectively, the "Merger
Consideration"). The total consideration paid to stockholders of Vitalink to
acquire their shares (including shares which may be issued upon the exercise of
outstanding options) was $590.2 million, of which 50% was paid in cash and 50%
in Genesis Preferred. As a result of the Merger, Genesis has assumed
approximately $87.0 million of indebtedness Vitalink had outstanding. The cash
portion of the purchase price was funded through borrowing under Genesis's bank
credit facility.
Vitalink provides pharmacy services to nursing facilities and other
institutions. Vitalink services approximately 172,000 beds, operates 57
pharmacies (including four regional infusion pharmacies) in 36 states, and other
pharmacy related businesses which, among other things, specialize in
pharmaceutical dispensing of individual medications, pharmacy consulting (drug
regimen review of potential medication interaction as well as regulatory
compliance with medication and administration guidelines), infusion therapy and
other ancillary products and services. Manor Care, Inc., a Delaware corporation
("Manor"), owned approximately 50% of the outstanding Vitalink Common Stock.
Upon consummation of the Merger, Manor acquired 586,240 shares of Genesis
Preferred.
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*
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Notes to Consolidated Financial Statements*
(b) Pro forma financial information.**
Unaudited Pro Forma Condensed Consolidated Statements of Operations
for the year ended October 1, 1997
Unaudited Pro Forma Condensed Statements of Operations for the nine
months ended June 30, 1998
Unaudited Pro Forma Condensed Consolidated Balance Sheet at June
30, 1998
(c) Exhibits.
The following exhibits are being filed as part of this report:
Number Title
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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 Vitalink's Form 10-K filed on
August 31, 1998.
** To be filed by amendment.
***Incorporated by reference from the Company's Form S-4/A Registration
Statement (File No. 333-58221).
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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
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James V. McKeon
Vice President and
Corporate Controller
Date: September 10, 1998
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Exhibit 23.1
Consent of Independent Certified Public Accountants
As independent public accountants, we hereby consent to the incorporation of our
reports dated July 3, 1998 (except with respect to the matter discussed in Note
13, as to which the date is August 28, 1998) included in Vitalink Pharmacy
Services, Inc.'s Form 10-K filed on August 31, 1998, and incorporated by
reference in this Form 8-K, into Genesis Health Ventures, Inc.'s previously
filed Registration Statements File Nos. 333-35385; 333-11845; 33-76902;
33-92334; 33-48292; and 33-76902.
/s/ Arthur Andersen LLP
Washington, D.C.
September 10, 1998
