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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): June 22, 2000
GENESIS HEALTH VENTURES, INC.
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(Exact name of Registrant as specified in its charter)
Pennsylvania 1-11666
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(State or other jurisdiction of (Commission File Number)
incorporation or
organization)
101 East State Street
Kennett Square, Pennsylvania 19348
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 610-444-6350
Item 3. Bankruptcy or Receivership
On June 22, 2000, Genesis Health Ventures, Inc. ("GHV" or the "Company") and
certain of its direct and indirect subsidiaries, as debtors and debtors in
possession (collectively with GHV, the "Debtors") filed voluntary petitions for
relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy
Code") with the United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court"). The Debtors' chapter 11 cases have been assigned to the
Honorable Peter J. Walsh and are being jointly administered for procedural
purposes in the Bankruptcy Court under Case Nos. 00-2691 through 00-2842 (the
"Chapter 11 Cases"). On the same date, The Multicare Companies, Inc. ("TMC") and
certain affiliates (the "TMC Debtors") also filed voluntary petitions for relief
under chapter 11 of the Bankruptcy Code with the Bankruptcy Court. GHV owns
43.6% of TMC. The TMC Debtors' chapter 11 cases have also been assigned to the
Honorable Peter J. Walsh and are being jointly administered for procedural
purposes in the Bankruptcy Court under Case Nos. 00-2494 through 00-2690.
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On June 23, 2000, the Bankruptcy Court entered an order authorizing the Debtors
to pay certain prepetition wages, salaries, benefits and other employee
obligations, as well as to continue in place the Debtors' various employee
compensation programs and procedures. On that date, the Bankruptcy Court also
authorized the Debtors to pay, among other claims, the prepetition claims of
certain critical vendors and patients. The Debtors intend to remain in
possession of the management and operation of their properties and businesses
and to pay the postpetition claims of their various vendors and providers in the
ordinary course of business.
By order dated June 23, 2000, the Bankruptcy Court also approved, on an interim
basis, borrowings of up to $150 million in respect of the Debtors' $250 million
debtor in possession financing facility (the "DIP Facility") with Mellon Bank,
N.A. as Agent. In addition, by order dated June 23, 2000, the Bankruptcy Court
authorized the Debtors to use the cash collateral of certain third party
lenders. A hearing to consider approval of the DIP Facility on a final basis has
been scheduled to take place on July 18, 2000. The Debtors intend to utilize the
DIP Facility and existing cash flows to fund ongoing operations during the
Chapter 11 Cases. See press release attached hereto as Exhibit 99.1.
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Item 5. Other Events.
On June 22, 2000 Genesis Health Ventures, Inc. announced that it is making
arrangements to have its stock traded as an over-the counter (OTC) equity
security on the OTC bulletin board (OTCBB) and anticipates trading under the
ticker symbol GHVIQ.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
99.1 Press release dated June 22, 2000
Certain statements set forth above, including, but not limited to, statements
containing the words "anticipates", "believes", "expects", "intends", "will",
"may" and similar words constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements are based on the Company's current expectations and include known and
unknown risks, uncertainties and other factors, many of which the Company is
unable to predict or control, that may cause the Company's actual results or
performance to differ materially from any future results or performance
expressed or implied by such forward-looking statements. These statements
involve risks, uncertainties and other factors detailed from time to time in the
Company's filings with the Securities and Exchange Commission. Such factors may
include, without limitation, the delays or the inability to complete the
Company's plan of reorganization; the availability and terms of capital in light
of recent losses, cash flow shortfalls and the Company's chapter 11 bankruptcy
filing; adverse actions which may be taken by creditors and the outcome of
various bankruptcy proceedings; the Company's ability to attract patients given
its current financial position; and the effects of healthcare reform and
legislation on the Company's business strategy and operations. The Company
cautions investors that any forward-looking statements made by the Company are
not guarantees of future performance. The Company disclaims any obligation to
update any such factors or to announce publicly the results of any revisions to
any of the forward-looking statements included herein to reflect future events
or developments.
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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.
By: /s/ George V. Hager, Jr.
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George V. Hager, Jr.
Executive Vice President and
Chief Financial Officer
Date: July 7, 2000
