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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
ElderTrust
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(Name of Issuer)
Common Shares of Beneficial Interest, par value $.01 per share
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(Title of Class of Securities)
284560 10 9
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(CUSIP Number)
Michael R. Walker
101 East State Street
Kennett Square, Pennsylvania 19348
(610) 444-6350
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 30, 1999
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(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(b)(3) or (4), check the following box |_|.
*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 ("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).
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SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 284560 10 9 Page 2 of 5 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael R. Walker
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF,00
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 519,475
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | |
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 519,475
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| |
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
519,475
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________________
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Item 1. Security and Issuer
This statement relates to the Common Shares of Beneficial
Interest, par value $.01 per share (the "Common Shares"), of ElderTrust, a
Maryland real estate investment trust (the "Issuer"). The principal executive
offices of the Issuer are located at 101 East State Street, Suite 100, Kennett
Square, Pennsylvania 19348.
Item 2. Identity and Background
This statement is being filed by Michael R. Walker, an
individual, whose business address is c/o Genesis Health Ventures, Inc., 101
East State Street, Kennett Square, Pennsylvania 19348. Mr. Walker is a citizen
of the United States. Mr. Walker is Chairman of the Board and Chief Executive
Officer of Genesis Health Ventures, Inc., a leading provider of healthcare and
support services to the elderly. He also serves as Chairman of the Board of
Trustees of the Issuer, which is a healthcare real estate investment trust with
investments in healthcare-related real estate and mortgages.
Mr. Walker has not during the last five years been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
been or continues to be subject to a judgment, decree and 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 or Other Consideration
Mr. Walker acquired 112,500 Common Shares upon the conversion
into Common Shares of 112,500 units of limited partnership interest ("Units") in
ElderTrust Operating Limited Partnership, a Delaware limited partnership (the
"Operating Partnership") of which the Issuer is the sole general partner and
majority limited partner, pursuant to the Second Amended and Restated Agreement
of Limited Partnership of the Operating Partnership (the "Partnership
Agreement"). The 112,500 Units were acquired by Mr. Walker in January 1998 from
Genesis Health Ventures, Inc. using his personal funds for an aggregate
consideration of $2,025,100, and were converted into Common Shares at the time
of closing of the Issuer's initial public offering in January 1998 pursuant to
the Partnership Agreement. Mr. Walker also has been granted options to acquire
150,000 Common Shares, which options vest ratably over three years commencing
January 30, 1999 and were granted to him under the Issuer's 1998 Share Option
and Incentive Plan. The option exercise price of these options is $18.00 per
share, of which options for 50,000 shares are presently exercisable.
Mr. Walker also may be deemed to beneficially own a total of
318,975 Units in the Operating Partnership, which, pursuant to the terms of the
Partnership Agreement, are redeemable by Mr. Walker for cash or, at the option
of the Issuer, for Common Shares on a one-for-one basis beginning on March 30,
1999. Of these Units, (i) 21,875 Units were acquired by Mr. Walker directly in
exchange for his interests in three properties that were contributed to the
Operating Partnership in January 1998; (ii) 165,850 Units are held by a
corporation, of which Mr. Walker is the principal stockholder and the sole
officer, which corporation acquired the Units in exchange for interests in two
properties that were contributed to the Operating Partnership in January 1998;
and (iii) 131,250 Units are held by a partnership, of which a
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corporation controlled by Mr. Walker is the sole general partner, which acquired
the Units as an organizational limited partner of the Operating Partnership.
In addition, Mr. Walker and his spouse are 1% general partners
of a partnership, which acquired 38,000 Common Shares in open market
transactions at a purchase price of $12.00 per share. A trust, of which Mr.
Walker is the sole beneficiary, holds the 98% limited partnership interest.
Item 4. Purpose of Transaction
The purpose of the acquisition of the Common Shares by Mr.
Walker was to acquire the securities for investment purposes.
Mr. Walker, depending upon market conditions and other
factors, in the future may acquire additional Common Shares or dispose of all or
a portion of the Common Shares which he now owns or hereafter may acquire. Mr.
Walker has no present plans or proposals that relate to, or would result in, an
extraordinary corporate transaction involving the Issuer or any of its
subsidiaries, a sale or transfer of any of the Issuer's assets, a change in the
present Board of Trustees or management of the Issuer, a change in the present
capitalization or dividend policy of the Issuer, any other material change in
the Issuer's business or corporate structure, or changes in the Issuer's charter
or bylaws, or with respect to the delisting or deregistration of any of the
Issuer's securities.
Item 5. Interest in Securities of the Issuer
Mr. Walker may be deemed to beneficially own a total of
519,475 Common Shares, or approximately 6.9% of the outstanding Common Shares
(after giving effect to the exercise of presently exercisable options for 50,000
Common Shares held by him and the redemption for Common Shares of 318,975 Units
that are redeemable by Mr. Walker for cash, or, at the option of the Issuer, for
Common Shares on a one-for-one basis beginning on March 30, 1999). See Item 3.
Mr. Walker has sole authority to vote and direct the
disposition of all Common Shares he may be deemed to own beneficially.
Mr. Walker effected no transactions involving Common Shares
during the 60 days prior to January 30, 1999.
No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Shares beneficially owned by Mr. Walker.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Mr. Walker has unvested options for a total of 100,000 Common
Shares that will vest 50% on January 30, 2000 and 50% on January 30, 2001. The
option exercise price of these options is $18.00 per share.
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Item 7. Materials to be Filed as Exhibits
Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule 13D is true,
complete and correct.
February 22, 1999 /s/ Michael R. Walker
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Date Michael R. Walker
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