GENESIS HEALTH VENTURES INC /PA
8-K, 2000-04-04
SKILLED NURSING CARE FACILITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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): March 21, 2000


                          GENESIS HEALTH VENTURES, INC.

            - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

             (Exact name of Registrant as specified in its charter)


         Pennsylvania                                    1-11666
- - - - - - - - - - - - - - - - - -              - - - - - - - - - - - - - - - -
(State or other jurisdiction of                      (Commission File Number)
         incorporation or
           organization)

                              101 East State Street
                       Kennett Square, Pennsylvania 19348
                      - - - - - - - - - - - - - - - - - -
          (Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: 610-444-6350


Item 5.  Other Events.

         On March 21, 2000, Genesis Health Ventures, Inc. announced that it had
begun debt restructuring discussions with its senior lenders, that it did not
make an interest payment due on its Senior Credit Agreement and that it does not
expect to make scheduled interest and principal payments on its Senior Credit
Agreement or interest payments on subordinated debt during the discussion
period. See press release attached hereto as Exhibit 99.1.

Item 7.  Financial Statements and Exhibits.

(a)               Financial Statements

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                  None.

(b)               Pro Forma Financial Information

                  None.

(c)               Exhibits

                  99.1    Press release dated March 21, 2000



                                   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.

                                                By:
                                                /s/ GEORGE V. HAGER, JR.
                                                ------------------------
                                                George V. Hager, Jr.
                                                Executive Vice President and
                                                Chief Financial Officer


Date:    April 4, 2000




<PAGE>


                                                                    EXHIBIT 99.1
CONTACT: Lisa Salamon, Media Relations
         610-444-8344
         Investor Relations
         888-295-8621

                    GHV BEGINS DEBT RESTRUCTURING DISCUSSIONS

KENNETT SQUARE, PA, March 21, 2000 --- Genesis Health Ventures, Inc. (NYSE:GHV)
announced today that it has begun discussions with lenders under its Senior
Credit Agreement to revise the company's capital structure.

The company also announced it did not make a $3.8 million interest payment under
its Senior Credit Agreement led by Mellon Bank, Citibank, Bank of America and
First Union due yesterday and it has requested a grace period while discussions
on an overall restructuring take place.

Genesis reported it does not expect to make scheduled interest and principal
payments on its Senior Credit Agreement or interest payments on subordinated
debt during the discussion period.

Genesis reported its ability to make scheduled interest and principal payments
has been adversely impacted by an indefinite delay in asset sales due to a lack
of available financing in the long term care market coupled with the continuing
effect of reduced Medicare payments.

Genesis has retained Merrill Lynch to develop a plan to revise the company's
capital structure. As of December 31, 1999, Genesis has a total of $1.5 billion
in indebtedness outstanding. The company does not expect that the debt
restructuring will adversely affect its day-to-day operations or impact its
ability to provide high-quality eldercare services.

Separately, Genesis' 43.6 percent owned affiliate, The Multicare Companies,
Inc., also announced it has begun discussions with its senior bank lenders and
does not expect to make scheduled interest and principal payments on its senior
debt or interest payments on subordinated debt.

Genesis Health Ventures provides eldercare in the eastern United States through
a network of Genesis ElderCare skilled nursing and assisted living centers and
long term care support services nationwide including pharmacy, medical equipment
and supplies, rehabilitation, group purchasing, consulting and facility
management.

STATEMENTS IN THIS PRESS RELEASE WHICH ARE NOT HISTORICAL FACTS, INCLUDING
STATEMENTS REGARDING THE COMPANY'S ABILITY TO GENERATE LIQUIDITY, RESTRUCTURE
DEBT, REVISE ITS CAPITAL STRUCTURE AND SELL ASSETS ARE FORWARD-LOOKING
STATEMENTS. THE COMPANY CAUTIONS INVESTORS THAT ANY FORWARD-LOOKING STATEMENTS
MADE BY THE COMPANY INVOLVE RISKS AND UNCERTAINTIES AND ARE NOT GUARANTEES OF
FUTURE PERFORMANCE. NUMEROUS FACTORS EXIST WHICH, IN SOME CASES HAVE AFFECTED,
AND, IN THE FUTURE, COULD CAUSE RESULTS TO DIFFER MATERIALLY FROM THESE
EXPECTATIONS, INCLUDING THE COMPANY'S SUBSTANTIAL INDEBTEDNESS AND SIGNIFICANT
DEBT SERVICE OBLIGATIONS, THE COMPANY'S ABILITY TO OBTAIN CAPITAL TO FUND FUTURE
GROWTH, THE COMPANY'S ABILITY TO COMPLETE DIVESTITURES AND OTHER TRANSACTIONS TO
DELEVERAGE ITS BALANCE SHEET, CHANGES IN THE HEALTHCARE SYSTEM, GOVERNMENT
REGULATION, DEPENDENCE ON REIMBURSEMENT BY THIRD PARTY PAYORS, COMPETITION, THE
IMPLEMENTATION AND INTERPRETATION OF HEALTHCARE REFORM LEGISLATION AND OTHER
FACTORS AS DETAILED FROM TIME TO TIME IN THE COMPANY'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION.
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