UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 3
Genesis Health Ventures, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.02 Per Share
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(Title of Class of Securities)
37183F-10-7
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(CUSIP Number)
Steve Chaiken, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(212) 902-1000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 10, 2003
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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 that is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box |_|.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*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).
SCHEDULE 13D
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CUSIP NO. 37183F-10-7 PAGE 2 OF 6 PAGES
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Goldman, Sachs & Co.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [X]
ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,379,266
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
4,379,266
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,379,266
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(SEE INSTRUCTIONS)
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BD-PN-IA
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SCHEDULE 13D
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CUSIP NO. 37183F-10-7 PAGE 3 OF 6 PAGES
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Goldman Sachs Group, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF;00
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 27,500
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,379,266
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 27,500
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
4,379,266
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,406,766
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(SEE INSTRUCTIONS)
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
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14. TYPE OF REPORTING PERSON
HC-CO
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CUSIP NO. 37183F-10-7 PAGE 4 OF 6 PAGES
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AMENDMENT NO. 3 TO
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
GENESIS HEALTH VENTURES, INC.
The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co.
("Goldman Sachs" and together with GS Group, the "Filing Persons")/(1) hereby
amend and supplement the statement on Schedule 13D as most recently amended by
Amendment No. 2 thereto filed May 8, 2003 (as amended, the "Schedule 13D"), with
respect to the Common Stock, $0.02 par value per share (the "Common Stock"), of
Genesis Health Ventures, Inc., a Pennsylvania corporation (the "Company").
Unless otherwise indicated, all capitalized terms used but not defined herein
shall have the same meaning ascribed to them in the Schedule 13D.
This Amendment No. 3 is being filed to report a decrease in the percentage
of the outstanding Common Stock which may be deemed to be beneficially owned by
the Filing Persons, which change was as a result of a sale of Common Stock by
Goldman Sachs and an agreement between the Company and Goldman Sachs regarding
the sale of Common Stock by Goldman Sachs to the Company.
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/1/ Neither the present filing nor anything contained herein shall be
construed as an admission that any Filing Person constitutes a "person" for any
purposes other than Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").
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CUSIP NO. 37183F-10-7 PAGE 5 OF 6 PAGES
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Item 5 is hereby amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of June 10, 2003, Goldman Sachs may be deemed to beneficially own an
aggregate of 4,379,266 shares of Common Stock, consisting of (i) 4,026,099
shares of Common Stock beneficially and directly owned by Goldman Sachs and (ii)
353,167 shares of Common Stock underlying 71,799 shares of Convertible Preferred
Stock immediately convertible and beneficially and directly owned by Goldman
Sachs, representing in the aggregate approximately 11.0% of the outstanding
shares of Common Stock reported to be outstanding as of May 9, 2003, as
disclosed in Company's quarterly report on Form 10-Q for the quarter ended March
31, 2003 (the "10-Q") and in accordance with Rule 13d-3(d)(1).
As of June 10, 2003, GS Group may be deemed to beneficially own an
aggregate of 4,406,766 shares of Common Stock, consisting of (i) 4,379,266
shares of Common Stock beneficially owned by GS Group through Goldman Sachs as
described above, and (iv) 27,500 shares of Common Stock underlying immediately
exercisable Options, representing in the aggregate approximately 11.1% of the
outstanding shares of Common Stock as disclosed in the 10-Q and in accordance
with Rule 13d-3(d)(1). The Options were granted under the Company's 2001 Stock
Option Plan to Joseph A. Lanasa III, a Managing Director of Goldman Sachs, who
is a member of the board of directors of the Company. Mr. Lanasa has an
understanding with GS Group pursuant to which he holds the options for the
benefit of GS Group.
In accordance with the Securities and Exchange Commission (the "SEC")
Release No. 34-39538 (January 12, 1998), this filing reflects the securities
beneficially owned by the investment banking division ("IBD") of The Goldman
Sachs Group, Inc. and its subsidiaries and affiliates (collectively, "GSG").
This filing does not reflect securities, if any, beneficially owned by any other
operating unit of GSG. IBD disclaims beneficial ownership of the securities
beneficially owned by (i) any client accounts with respect to which IBD or its
employees have voting or investment discretion, or both and (ii) certain
investment entities, of which IBD is the general partner, managing general
partner or other manager, to the extent interests in such entities are held by
persons other than IBD.
(c) On June 10, 2003, the Company and Goldman Sachs reached an oral
agreement pursuant to which the Company agreed to purchase 300,000 shares of
Common Stock from Goldman Sachs at a price of $17.25 per share. The sale is
expected to be consummated on June 13, 2003. Additionally, on June 10, 2003,
Goldman Sachs sold 395,807 shares of Common Stock at $16.95 per share on The
Nasdaq National Market.
Except as described in this Schedule 13D, no transactions in the shares of
Common Stock were effected by the Filing Persons, or to their knowledge, any of
the persons listed on Schedule I hereto, during the past sixty days.
Item 6 is hereby amended as follows:
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
On June 10, 2003, the Company and Goldman Sachs reached an oral agreement
pursuant to which the Company agreed to purchase 300,000 shares of Common Stock
from Goldman Sachs at a price of $17.25 per share. The sale is expected to be
consummated on June 13, 2003.
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CUSIP NO. 37183F-10-7 PAGE 6 OF 6 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: June 12, 2003
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Edward T. Joel
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Name: Edward T. Joel
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By: /s/ Edward T. Joel
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Name: Edward T. Joel
Title: Attorney-in-fact