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): December 15, 2002
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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Background
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On July 28, 2002, Genesis Health Ventures, Inc. ("Genesis"), Geneva
Sub, Inc., a wholly owned subsidiary of Genesis ("Sub"), and NCS HealthCare,
Inc. ("NCS") entered into a definitive Agreement and Plan of Merger (the
"Genesis/NCS Merger Agreement"), pursuant to which Sub would merge with and into
NCS (the "Merger"), with NCS surviving as a wholly owned subsidiary of Genesis.
On August 1, 2002, Omnicare, Inc. ("Omnicare") filed a lawsuit in the Court of
Chancery of the State of Delaware and subsequently filed an amended complaint on
August 12, 2002 and a second amended complaint on September 23, 2002 (the
"Omnicare Complaint"). The Omnicare Complaint sought various relief, including
an injunction against the completion of the Genesis/NCS merger. On August 8,
2002, Omnicare also commenced a tender offer for all outstanding shares of NCS
Class A common stock and NCS Class B common stock at a price per share of $3.50
in cash. On December 11, 2002, the Court of Chancery of the State of Delaware,
pursuant to an order of the Delaware Supreme Court dated December 10, 2002 which
reversed prior determinations of the Court of Chancery, entered an order
preliminarily enjoining the consummation of the Merger pending further
proceedings. On December 12, 2002, Omnicare increased its offer to acquire NCS
to a price per share of $5.50 in cash. NCS was precluded from accepting this
offer so long as the Genesis/NCS Merger Agreement and related Voting Agreements
were in effect. At various points in time from and after December 12, 2002, NCS
and Omnicare each requested that Genesis consent to the termination of the
Genesis/NCS Merger Agreement and, as a result, not seek to enforce its rights
under the Genesis/NCS Merger Agreement or to pursue court proceedings through to
final resolution, so that NCS would be free to accept and enter into Omnicare's
offer.
Termination of Genesis/NCS Merger Agreement
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On December 15, 2002, Genesis and Omnicare entered into a
Termination and Settlement Agreement (the "Termination and Settlement
Agreement"). Pursuant to the Termination and Settlement Agreement, Genesis
agreed to terminate the Genesis/NCS Merger Agreement on Monday, December 16,
2002 by sending notice thereof to NCS, and Omnicare agreed to pay to Genesis, an
amount in cash equal to $22,000,000 less any termination fees paid by or on
behalf of NCS to Genesis under the Genesis/NCS Merger Agreement. In addition,
pursuant to the Termination and Settlement Agreement, Genesis and Omnicare each
agreed to release the other party from any claims arising from the Genesis/NCS
Merger Agreement and not to commence any action against the other party arising
out of or in connection with the Genesis/NCS Merger Agreement. On December 16,
2002, Genesis provided written notice to NCS terminating the Genesis/NCS Merger
Agreement (the "Letter of Termination"). The foregoing summaries of the
Termination and Settlement Agreement and the Letter of Termination are qualified
in their entireties to the full text of such documents, which are attached
hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
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C. Exhibits
99.1 Termination and Settlement Agreement, dated as of
December 15, 2002, by and among Genesis Health Ventures, Inc., Geneva Sub, Inc.
and Omnicare, Inc.
99.2 Letter of Termination dated December 16, 2002 from
Genesis Health Ventures, Inc. to NCS HealthCare, Inc.
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: December 17, 2002 By: /s/ George V. Hager, Jr.
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George V. Hager, Jr.
Executive Vice President and
Chief Financial Officer
Exhibit Index
99.1 Termination and Settlement Agreement, dated as of December 15,
2002, by and among Genesis Health Ventures, Inc., Geneva Sub, Inc.
and Omnicare, Inc.
99.2 Letter of Termination dated December 16, 2002 from Genesis Health
Ventures, Inc. to NCS HealthCare, Inc.