UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GENESIS HEALTH VENTURES, INC.
-----------------------------
(Name of Issuer)
Common Stock, par value $.02 per share
--------------------------------------
(Title of Class of Securities)
371912106
---------
(CUSIP Number)
December 31, 2002
-----------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
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).
Continued on following pages
Page 1 of 8 Pages
SCHEDULE 13G
CUSIP No. 371912106 Page 2 of 8 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ANGELO, GORDON & CO., L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 2,158,359
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,158,359
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,158,359
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.25%
12 Type of Reporting Person (See Instructions)
BD, IA, PN
SCHEDULE 13G
CUSIP No. 371912106 Page 3 of 8 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
JOHN M. ANGELO
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,158,359
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,158,359
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,158,359
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.25%
12 Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
CUSIP No. 371912106 Page 4 of 8 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MICHAEL L. GORDON
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,158,359
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,158,359
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,158,359
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.25%
12 Type of Reporting Person (See Instructions)
IN, HC
Page 5 of 8 Pages
Item 1(a) Name of Issuer:
Genesis Health Ventures, Inc. (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
101 East State Street, Kennett Square, PA 19348
Item 2(a) Name of Person Filing:
The Statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) Angelo, Gordon & Co., L.P. ("Angelo, Gordon");
ii) John M. Angelo, in his capacities as a general partner of AG
Partners, L.P., the sole general partner of Angelo, Gordon,
as the chief executive officer of Angelo, Gordon ("Mr.
Angelo"); and
iii) Michael L. Gordon, in his capacities as the other general
partner of AG Partners, L.P., the sole general partner of
Angelo, Gordon, as the chief operating officer of Angelo,
Gordon ("Mr. Gordon").
This statement relates to Shares (as defined herein) held for the
accounts of Angelo, Gordon and fifteen private investment funds for which
Angelo, Gordon acts as general partner and/or investment adviser. This statement
also relates to Series A Preferred Stock (as defined herein) held for the
accounts of Angelo, Gordon and sixteen private investment funds for which
Angelo, Gordon acts as general partner and/or investment adviser.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the
Reporting Persons is 245 Park Avenue, New York, New York 10167.
Item 2(c) Citizenship:
1) Angelo, Gordon is a Delaware limited partnership;
2) Mr. Angelo is a citizen of the United States; and
3) Mr. Gordon is a citizen of the United States.
Item 2(d) Title of Class of Securities:
Common Stock, par value $.02 per share (the "Shares").
Item 2(e) CUSIP Number:
371912106
Page 6 of 8 Pages
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
i) Angelo, Gordon is a broker-dealer registered under Section
15 of the Act and an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940.
ii) Mr. Angelo is a control person of Angelo, Gordon.
iii) Mr. Gordon is a control person of Angelo, Gordon.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 2002, each of the Reporting Persons may be
deemed the beneficial owner of 2,158,359 Shares. This number consists of (i) 570
Shares held for the account of Angelo, Gordon, (ii) 2,037,603 Shares held for
the account of fifteen private investment funds for which Angelo, Gordon acts a
general manager and/or investment adviser, (iii) 34 Shares issuable upon the
conversion of the Series A Convertible Preferred Stock ("Series A Preferred
Stock") held for the account of Angelo, Gordon, and (iv) 120,152 Shares issuable
upon the conversion of the Series A Preferred Stock held for the account of
sixteen private investment funds for which Angelo, Gordon acts a general manager
and/or investment adviser.
Item 4(b) Percent of Class:
Assuming the conversion of the Series A Preferred Stock held for
the accounts of Angelo, Gordon and the sixteen investment funds for which
Angelo, Gordon acts as general manager and/or investment adviser, each of the
Reporting Persons may be deemed to be the beneficial owner of approximately
5.25% of the total number of Shares outstanding.
Item 4(c) Number of shares as to which such person has:
Angelo, Gordon
--------------
(i) Sole power to vote or direct the vote: 2,158,359
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the
disposition of 2,158,359
(iv) Shared power to dispose or to direct the
disposition of 0
Mr. Angelo
----------
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote 2,158,359
(iii) Sole power to dispose or to direct the
disposition of 0
(iv) Shared power to dispose or to direct the
disposition of 2,158,359
Mr. Gordon
----------
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote 2,158,359
Page 7 of 8 Pages
(iii) Sole power to dispose or to direct the
disposition of 0
(iv) Shared power to dispose or to direct the
disposition of 2,158,359
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
The partners of Angelo, Gordon have the right to participate in
the receipt of dividends from, or proceeds from the sale of, the securities held
for the account of Angelo, Gordon in accordance with their partnership interests
in Angelo, Gordon.
The limited partners of (or investors in) each of the sixteen
private investment funds for which Angelo, Gordon acts as general partner and/or
investment adviser have the right to participate in the receipt of dividends
from, or proceeds from the sale of, the securities held for the accounts of
their respective funds in accordance with their respective limited partnership
interests (or investment percentages) in their respective funds.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
Angelo, Gordon is the relevant entity for which Mr. Angelo and
Mr. Gordon may each be considered a control person.
Angelo, Gordon is a broker-dealer registered under Section 15 of
the Act and an investment adviser registered under the Investment Advisers Act
of 1940.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies that, to
the best of such person's knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of such securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purpose or effect.
Page 8 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: January 24, 2003 ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
Its General Partner
By:/s/ Michael L. Gordon
----------------------------------
Name: Michael L. Gordon
Title: General Partner
Date: January 24, 2003 JOHN M. ANGELO
/s/ John M. Angelo
-------------------------------------
Date: January 24, 2003 MICHAEL L. GORDON
/s/ Michael L. Gordon
-------------------------------------