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): August 16, 2002
GENESIS HEALTH VENTURES, INC.
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(Exact name of Registrant as specified in its charter)
Pennsylvania 00-33217 06-1132947
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
101 East State Street
Kennett Square, Pennsylvania 19348
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 610-444-6350
Former name, former address, and former fiscal year, if changed since last
report: N/A
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release dated August 15, 2002
Item 9. Regulation FD Disclosure.
Genesis Health Ventures, Inc. (The "Company") and ManorCare, Inc. have agreed to
withdraw all outstanding legal actions against each other stemming from the
acquisition by Genesis' subsidiary, NeighborCare, of Manor Care's pharmacy
subsidiary, Vitalink. Both companies have also agreed to withdraw the prior
pharmacy service agreement and have entered into a new pharmacy service
agreement. The new agreement will run through January 2006 and covers
approximately 200 Manor Care facilities. The new agreement replaces the current
agreement between the two companies that was set to expire in 2004.
The pricing of the new agreement has been reduced by approximately $8.5 million
annually based upon current sales volumes. The agreement is retroactive to June
1, 2002. The Company believes that the revenue reduction resulting from the new
agreement will be offset by cost reductions relating to certain of its
previously announced strategic objectives.
Statements made in this public filing, and in our 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: changes in
the reimbursement rates or methods of payment from Medicare or Medicaid, or the
implementation of other measures to reduce reimbursement for our 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 our business; an
increase in insurance costs and potential liability for losses not covered by,
or in excess of, our insurance; competition for qualified staff in the
healthcare industry; our ability to control operating costs and generate
sufficient cash flow to meet operational and financial requirements; achievement
of cost reductions relating to certain strategic objectives; and an economic
downturn or changes in the laws affecting our business in those markets in which
we operate.
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.
By: /s/ George V. Hager, Jr.
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George V. Hager, Jr.
Executive Vice President and
Chief Financial Officer
Date: August 16, 2002