UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2003
GENESIS HEALTH VENTURES, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-33217 06-1132947
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
101 East State Street,
Kennett Square, Pennsylvania 19348
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 444-6350
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
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On February 12, 2003, Genesis Health Ventures, Inc. ("Genesis") announced plans
to spin-off its eldercare business in what is expected to be a tax-free
transaction to shareholders. The transaction is expected to be completed by the
end of calendar year 2003.
The remaining company will retain Genesis' NeighborCare pharmacy operations and
is expected to operate under the NeighborCare brand. The new company will
include the Genesis ElderCare skilled nursing centers, Genesis Rehabilitation
Services, and several ancillary businesses.
Each company will have its own board of directors and senior management team.
NeighborCare will continue to be led by Robert H. Fish, currently Chairman and
Chief Executive Officer of Genesis. George V. Hager, Jr., currently Executive
Vice President and Chief Financial Officer of Genesis, will lead the independent
eldercare company as its Chief Executive Officer.
Genesis intends to seek a ruling from the Internal Revenue Service with respect
to the tax-free nature of the distribution of shares of the independent
eldercare company.
Statements made in this report, and in Genesis' other public filings and
releases, which are not historical facts contain "forward-looking" statements
(as defined in the Private Securities Litigation Reform Act of 1995) that
involve risks and uncertainties and are subject to change at any time. These
forward-looking statements may include, but are not limited to, statements
containing words such as "anticipate," "believe," "plan," "estimate," "expect,"
"intend," "may" and similar expressions. Factors that could cause actual results
to differ materially include, but are not limited to, the following: statements
regarding the consummation of the proposed spin-off, the effect on future
earnings, cash flow or other operating results, the expected timing of the
spin-off and the tax treatment of the proposed spin-off, changes in the
reimbursement rates or methods of payment from Medicare or Medicaid, or the
implementation of other measures to reduce reimbursement for Genesis' services;
changes in pharmacy legislation and payment formulas; the expiration of
enactments providing for additional government funding; efforts of third party
payors to control costs; the impact of federal and state regulations; changes in
payor mix and payment methodologies; further consolidation of managed care
organizations and other third party payors; competition in Genesis' businesses;
an increase in insurance costs and potential liability for losses not covered
by, or in excess of, Genesis' insurance; competition for qualified staff in the
healthcare industry; Genesis' ability to control operating costs and generate
sufficient cash flow to meet operational and financial requirements; an economic
downturn or changes in the laws affecting Genesis' business in those markets in
which Genesis operates; that there can be no assurance that the exit from
Florida will be consummated; and that there can be no assurance that any
spin-off transaction will be completed and if completed will increase
shareholder value.
The forward-looking statements involve known and unknown risks, uncertainties
and other factors that are, in some cases, beyond Genesis' control. Genesis
cautions investors that any forward-looking statements made by Genesis are not
guarantees of future performance. Genesis disclaims any obligation to update any
such factors or to announce publicly the results of any revisions to any of the
forward-looking statements to reflect future events or developments.
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.
Date: February 21, 2003 By: /s/ George V. Hager, Jr.
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George V. Hager, Jr.
Executive Vice President and
Chief Financial Officer