<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GENESIS HEALTH VENTURES, INC.
..............................................................
(Name of issuer)
Series G Cumulative Converstible Preferred Stock, par value $.01 per share
................................................................................
(Title of class of securities)
37191220
............................................
(CUSIP number)
R. Jeffrey Bixler
Vice President and General Counsel
HCR Manor Care, Inc.
333 North Summit Street
P. O. Box 10086
Toledo, Ohio 43699-0086
(419) 252-5500
................................................................................
(Name, address and telephone number of person authorized to receive
notices and communications)
August 28, 1998
...............................................................................
(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(e), 13d-1(f) or 13d-1(g) check the following box
/ /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* 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 (the "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).
(continued on following pages).
Page 1 of 11 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP NO. PAGE OF PAGES
--------- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ManorCare, Inc. IRS ID No. 52-1200376
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
7,879,652
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
7,879,652
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,879,652
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 11 Pages
<PAGE> 3
SCHEDULE 13D
CUSIP NO. PAGE OF PAGES
--------- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HCR ManorCare, Inc. IRS ID No. 34-1687107
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
7,879,652
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
7,879,652
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,879,652
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 11 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock,
par value $.02 per share (the "Common Stock") of Genesis Health Ventures, Inc.
(the "Issuer"). The Issuer is a Pennsylvania corporation with its principal
executive offices located at 101 East State Street, Kennett Square, Pennsylvania
19348.
ITEM 2. IDENTITY AND BACKGROUND.
This statement on Schedule 13D is being filed with respect to
the Common Stock by each of HCR Manor Care, Inc. a Delaware corporation ("HCR"),
and its wholly owned subsidiary Manor Care, Inc., a Delaware corporation ("Manor
Care" and, together with HCR, the "Filing Persons") pursuant to a Joint Filing
Agreement attached hereto as Exhibit 1.
The principal place of business of each Filing Person is 333
North Summit Street, P. O. Box 10086, Toledo, Ohio 43699-0086. Each Filing
Person is a provider of a range of health care services, including long-term
care, subacute medical care, rehabilitation therapy, home health care, pharmacy
services and management services for subacute care, rehabilitation therapy,
vision care and eye surgery. Set forth in Schedule A is the name, citizenship,
business or residence address and present principal occupation or employment, as
well as the name and address of any corporation or other organization in which
such occupation or employment is conducted, of each of the directors and
executive officers of each Filing Person, as of the date hereof.
During the last five years, neither Filing Person, nor, to the
knowledge of either Filing Person, any person named in Schedule A, (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) has been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
See Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (j) On August 28, 1998, Vitalink Pharmacy Services, Inc.
("Vitalink") merged with and into V Acquisition corporation, a Delaware
corporation and a wholly owned subsidiary of the Issuer ("V Acquisition"),
pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as
of April 26, 1998, among the Issuer, V Acquisition and Vitalink. In the merger,
each Vitalink shareholder received for each of its shares of Vitalink common
stock $22.50 in cash or 0.045 shares of Series G Cumulative Preferred stock, par
value $.01 per share (the Preferred Stock"), of the Issuer. Manor Care owned
approximately 50% of the outstanding stock of Vitalink and agreed to exchange
all of its Vitalink shares for Preferred Stock. Upon consummation of the merger,
Manor Care acquired 586,240 shares of Preferred Stock of the Issuer, which
shares are convertible into and, prior to their conversion, have the voting
rights of 7,879,652 shares of Common Stock of the Issuer.
Pursuant to the Merger Agreement, shares of common stock in
Vitalink held by Manor Care were converted into 586,240 shares of Preferred
Stock of the Issuer, which shares are convertible into and have the voting
rights of 7,879,652 shares of Common Stock of the Issuer. Except as set forth
herein, no Filing Person currently has any plans or proposals which relate to,
or may result in, any of the matters listed in Items 4(a) - (j) of Schedule 13D
(although the Filing Persons reserve the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) Manor Care is the direct record owner of 586,240
shares of Preferred Stock. Each share of Preferred Stock is convertible into,
and prior to its conversion, votes as 13.441 shares of Common Stock. Based
Page 4 of 11 Pages
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upon information contained in the most recently available filing by the Issuer
with the Securities and Exchange Commission (the "SEC"), Manor Care's Preferred
Shares are convertible into and vote as approximately 18.3% of the outstanding
shares of Common Stock of the Issuer, assuming conversion of the Preferred
Shares.
HCR (acting through its wholly owned subsidiary Manor Care)
indirectly has sole power to vote or direct the vote and to dispose or direct
the disposition of the shares of Preferred Stock directly owned by Manor Care.
As a result, HCR may be deemed to beneficially own the shares of Preferred Stock
directly owned by Manor Care.
To the knowledge of the Filing Persons, no shares of Preferred
Stock are beneficially owned by any of the persons named in Schedule A.
(c) Except as described in item 4 above, there have not been
any transactions in the Common Stock effected by or for the account of any of
the Filing Persons or any executive officer or director of the Filing Person,
during the last 60 days.
(d) N/A
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
1. Joint Filing Agreement dated March 26, 1999, by and between
HCR Manor Care, Inc. and Manor Care, Inc.
2. Agreement and Plan of Merger, dated as of April 26, 1998 by
and among Genesis Health Ventures, Inc., a Pennsylvania
corporation, V Acquisition Corporation, a Delaware corporation
and Vitalink Pharmacy Services, Inc., a Delaware corporation
(incorporated by reference to Exhibit A to the Schedule 13D,
filed by Genesis Health Ventures, Inc. on May 6, 1998, with
respect to Vitalink Pharmacy Services, Inc.)
Page 5 of 11 Pages
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 26, 1999 HCR MANOR CARE, INC.
By: /s/ R. Jeffrey Bixler
-----------------------------------------
Name: R. Jeffrey Bixler
Title: Vice President and General Counsel
MANOR CARE, INC.
By: /s/ R. Jeffrey Bixler
-----------------------------------------
Name: R. Jeffrey Bixler
Title: Vice President
Page 6 of 11 Pages
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DIRECTORS AND EXECUTIVE OFFICERS OF
HCR MANOR CARE, INC.
The name, business address and title with HCR Manor Care, Inc.
and present principal occupation or employment, of each of the directors and
executive officers of HCR Manor Care, Inc. are set forth below. Except as
indicated, each person's business address is 333 North Summit Street, P. O. Box
10086, Toledo, Ohio 43699-0086. Each person listed below is a citizen of the
United States.
<TABLE>
<CAPTION>
Directors
<S> <C>
Present Principal Occupation
Name Including Name of Employer
Stewart Bainum Chairman of the Board,
Realty Investment Company, Inc.
Stewart Bainum, Jr. Chairman of the Board,
HCR Manor Care, Inc.
Joseph H. Lemieux Chief Executive Officer of
Owens-Illinois, Inc.
William H. Longfield Chairman and Chief Executive Officer,
C.R. Board, Inc.
Frederic V. Malek Chairman, Thayer Capital Partners
Paul A. Ormond President and Chief Executive Officer,
HCR Manor Care, Inc.
Robert G. Siefers Vice Chairman and Chief Financial Officer,
National City Corporation
M. Keith Weikel Senior Executive Vice President and
Chief Operating Officer,
HCR Manor Care, Inc.
Gail R. Wilensky, Ph.D. Senior Fellow at Project Hope
Thomas L. Young Executive Vice President-Administration and
General Counsel,
Owens-Illinois, Inc.
Executive Officers
Name Title
Paul A. Ormond President and Chief Executive Officer
M. Keith Weikel Senior Executive Vice President and
Chief Operating Officer
Geoffrey G. Meyers Executive Vice President and
Chief Financial Officer
R. Jeffrey Bixler Vice President and General Counsel
Nancy A. Edwards Vice President
Jeffrey W. Ferguson Vice President
</TABLE>
Page 7 of 11 Pages
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<TABLE>
<S> <C>
Name Title
Larry R. Godla Vice President
Jeffrey A. Grillo Vice President
Spencer C. Moler Vice President and Controller
Richard W. Parades Vice President
F. Joseph Schmitt Vice President
Paul G. Sieben Vice President
</TABLE>
Page 8 of 11 Pages
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DIRECTORS AND EXECUTIVE OFFICERS OF
MANOR CARE, INC.
The name, business address and title with Manor Care, Inc. and
present principal occupation or employment, of each of the directors and
executive officers of Manor Care, Inc. are set forth below. Except as indicated,
each person's business address is 333 North Summit Street, P. O. Box 10086,
Toledo, Ohio 43699-0086. Each person listed below is a citizen of the United
States.
<TABLE>
<CAPTION>
Directors
<S> <C>
Present Principal Occupation
Name Including Name of Employer
Geoffrey G. Meyers Executive Vice President
and Chief Financial Officer
HCR Manor Care, Inc.
Paul A. Ormond President and Chief Executive Officer
HCR Manor Care, Inc.
M. Keith Weikel Senior Executive Vice President and
Chief Operating Officer
HCR Manor Care, Inc.
Executive Officers
Name Title
Paul A. Ormond President and Chief Executive Officer
M. Keith Weikel Senior Executive Vice President and
Chief Operating Officer
Geoffrey G. Meyers Executive Vice President and
Chief Financial Officer
R. Jeffrey Bixler Vice President and General Counsel
Nancy A. Edwards Vice President
Jeffrey W. Ferguson Vice President
Larry R. Godla Vice President
Jeffrey A. Grillo Vice President
`pencer C. Moler Vice President and Controller
Richard W. Parades Vice President
F. Joseph Schmitt Vice President
Paul G. Sieben Vice President
</TABLE>
Page 9 of 11 Pages
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Exhibit Description
1. Joint Filing Agreement dated March 26, 1999, by and between
HCR Manor Care, Inc. and Manor Care, Inc.
2. Agreement and Plan of Merger, dated as of April 26, 1998 by
and among Genesis Health Ventures, Inc., a Pennsylvania
corporation, V. Acquisition Corporation, a Delaware
corporation and Vitalink Pharmacy Services, Inc., a Delaware
corporation (incorporated by reference to Exhibit A to the
Schedule 13D, filed by Genesis Health Ventures, Inc. on May 6,
1998, with respect to Vitalink Pharmacy Services, Inc.)
Page 10 of 11 Pages
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree to jointly file a statement on
Schedule 13D, together with any amendments thereto (collectively, the "Schedule
13Ds"), with the Securities and Exchange Commission pursuant to the requirements
of Rule 13-d-1(f) under the Securities Exchange Act of 1934, as amended.
This Joint Filing Agreement may be signed in counterpart
copies.
Dated: March 26, 1999 HCR MANOR CARE, INC.
By: /s/ R. Jeffrey Bixler
-----------------------------------------
Name: R. Jeffrey Bixler
Title: Vice President and General Counsel
MANOR CARE, INC.
By: /s/ R. Jeffrey Bixler
-----------------------------------------
Name: R. Jeffrey Bixler
Title: Vice President
Page 11 of 11 Pages
