<PAGE>
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)
February 12, 1997
VITALINK PHARMACY SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation)
0-19820 37-0903482
------- ----------
(Commission File Number) (IRS Employer Identification No.)
1250 East Diehl Road, Suite 208, NaDelville, Illinois 60563
- ----------------------------------------------------- -----
(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code (630) 245-4800
--------------
<PAGE>
Item 2. Acquisitions or Dispositions of Assets.
- ------ --------------------------------------
On September 3, 1996, Vitalink Pharmacy Services, Inc. ("Vitalink") and
GranCare, Inc. ("GranCare") entered into an Agreement and Plan of Merger (the
"Merger Agreement") pursuant to which GranCare would be merged with and into
Vitalink with Vitalink as the surviving corporation (the "Merger") and each
share of GranCare common stock would be converted into the right to receive,
and become exchangeable for, 0.478 of a share of Vitalink common stock.
On February 8, 1997, the shareholders of GranCare approved and adopted
the Merger Agreement, and on February 12, 1997, pursuant to the Merger
Agreement, GranCare was merged with and into Vitalink, with Vitalink as the
surviving corporation.
The terms of the Merger and the Merger Agreement have been previously
reported, as such term is defined in Securities Exchange Act Rule 12b-2, in
Vitalink's Registration Statement on Form S-4, File No. 333-19097 ("Registration
Statement"), as filed with the Securities and Exchange Commission ("SEC") on
December 31, 1996 and amended on January 8, 1997, and GranCare's definitive
proxy statement on Schedule 14A ("Proxy Statement") as filed with the SEC on
January 8, 1997.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
- ----- ------------------------------------------------------------------
The financial statements and pro forma financial information required
to be filed with this report have been previously filed as part of the
Registration Statement and Proxy Statement.
(c) Exhibits
--------
99.1 Press Release, dated February 13, 1997, announcing the merger of GranCare,
Inc. with and into Vitalink Pharmacy Services, Inc.
All other exhibits required to be filed with this report have been
previously filed as part of the Registration Statement or Proxy Statement.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by time undersigned hereunto duly authorized.
VITALINK PHARMACY SERVICES, INC.
(Registrant)
By: /s/ Gene E. Burleson
----------------------------
Name: Gene E. Burleson
Title: Chief Executive Officer
Date: February 27, 1997
2
<PAGE>
Exhibit 99.1
- ------------
FOR: Vitalink Pharmacy Services, Inc.
CONTACT: Scott Macomber
Vice President, Finance &
Chief Financial Officer
630/245-4800
Robert P. Jones/Jill Ruja
Media Relations: David Sassoon
Morgan-Walke Associated
212/950-5600
VITALINK COMPLETES MERGER WITH TEAMCARE, GRANCARE'S
INSTITUTIONAL PHARMACY SUBSIDIARY
Creates Second Largest Publicly-Traded Institutional Pharmacy Company
Naperville, Illinois, February 13, 1997. Vitalink Pharmacy Services,
Inc. (NYSE:VTK) announced today that it completed the merger with TeamCare, the
pharmacy subsidiary of GranCare, Inc. (NYSE:GC). The strategic merger makes
Vitalink the second largest publicly-traded institutional pharmacy company with
revenues over $420 million.
As previously announced, Vitalink issued approximately 11.6 million
shares in exchange for all of the outstanding shares and stock options of
GranCare. In addition, Vitalink funded the redemption or approximately $98
million of GranCare's 9 3/8% Senior subordinated Notes and assumed approximately
$10 million or additional GranCare indebtedness. Vitalink will serve over
167,000 beds, or approximately 10% of total skilled nursing facility beds in the
United States, through 56 pharmacy locations.
Gene E. Burleson, Vitalink's new Chief Executive Officer said, "We are
pleased to finalize the merger and believe the combination of the two entities
will enhance our market position as we expand our geographic presence and
customer base. We are optimistic about the operating efficiencies created
through greater purchasing leverage as well as the consolidation of duplicate
functions within both organizations. As the industry continues to consolidate,
we believe our increased market position will allow us to take further advantage
of acquisition opportunities."
Vitalink will now provide medication, consulting and infusion services
to approximately 167,000 institutional beds as well as to home infusion patients
through its 56 institutional pharmacies and 4 regional infusion pharmacies.
