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): April 29, 1998
VITALINK PHARMACY SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-19820 37-0903482
(State or other Jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1250 East Diehl Road, Suite 208
Naperville, Illinois 60563
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (630)245-4800
N.A.
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On April 26, 1998, Vitalink Pharmacy Services, Inc., a Delaware corporation
(the "Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Genesis Health Ventures, Inc., a Pennsylvania corporation
("Genesis"), and V Acquisition Corporation, a Delaware corporation and a wholly
owned subsidiary of Genesis ("V Acquisition Corporation"), pursuant to which the
Company will merge (the "Merger") with and into V Acquisition Corporation.
On and after April 29, 1998, certain shareholders of the Company filed suit
in Delaware state court against Genesis, the Company and certain of its officers
and directors, and Manor Care, Inc., a Delaware corporation and the holder of
approximately 50% of the common stock of the Company ("Manor Care"). Those
shareholders alleged, among other things, that the Company and Manor Care have
breached certain fiduciary duties to the Company's shareholders in connection
with the Merger Agreement and the transactions contemplated thereby, and that
Genesis has knowingly aided and abetted the alleged breach. Those shareholders
seek to enjoin the Company, Manor Care and Genesis from proceeding with the
Merger and the transactions contemplated thereby.
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SIGNATURE
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 thereunto duly authorized.
VITALINK PHARMACY SERVICES, INC.
Date: May 8, 1998 By: /s/ Scott T. Macomber
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Name: Scott T. Macomber
Title: Senior Vice President and
Chief Financial Officer
