-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SKzsfnExF/V7ap7BpgtWm+Rv13VX8IZHGOuvJyU/bfVIG/yj9V0z54BWPS1/O/As NUZghTgilwHbc/NCkdjYBw== 0000950134-04-000069.txt : 20040107 0000950134-04-000069.hdr.sgml : 20040107 20040107162359 ACCESSION NUMBER: 0000950134-04-000069 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040107 GROUP MEMBERS: JAMES DONDERO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENESIS HEALTHCARE CORP CENTRAL INDEX KEY: 0001236736 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 200023788 STATE OF INCORPORATION: PA FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79389 FILM NUMBER: 04513361 BUSINESS ADDRESS: STREET 1: 101 E. STATE ST. CITY: KENNETT SQUARE STATE: PA ZIP: 19348 BUSINESS PHONE: 6109261124 MAIL ADDRESS: STREET 1: 101 E. STATE ST. CITY: KENNETT SQUARE STATE: PA ZIP: 19348 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHLAND CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001167365 IRS NUMBER: 752716725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 13455 NOEL ROAD STE 1300 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9726284100 MAIL ADDRESS: STREET 1: 13455 NOEL ROAD STE 1300 CITY: DALLAS STATE: TX ZIP: 75240 SC 13G 1 d11695sc13g.htm SCHEDULE 13G sc13g
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No....)

Genesis Healthcare Corporation

(Name of Issuer)

Common Stock
(Title of Class of Securities)

37184D101
(CUSIP Number)

12/31/2003

(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)
o  Rule 13d-1(c)
o  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 in 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).

 

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CUSIP No. 37184D101
  1. Name of Reporting Person:
Highland Capital Management, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
75-2716725
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
858,427
6. Shared Voting Power:
0
7. Sole Dispositive Power:
858,427
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
878,977
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
4.38%
  12.Type of Reporting Person:
PN, IA

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CUSIP No. 37184D101
  1. Name of Reporting Person:
James Dondero		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
See Item 4
6. Shared Voting Power:
See Item 4
7. Sole Dispositive Power:
See Item 4
8.Shared Dispositive Power:
See Item 4
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
878,977
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
4.38%
  12.Type of Reporting Person:
IN

Item 1.
Item 2.
Item 3.
Item 4. Ownership.
Item 5. Ownership of 5 Percent or Less of a Class.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Item 8. Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
Item 10. Certifications
Signature
Exhibit Index
EX-1 Joint Filing Agreement

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Item 1.

(a)   Genesis Healthcare Corporation

(b)   101 E. State Street
Kennett Square, PA 19348

Item 2.

(a)   Name of Person Filing:
James Dondero
Highland Capital Management, L.P.

(b)   Address:
13455 Noel Road Suite 1300
Dallas, TX 75240

(c)   Citizenship:
James Dondero is a citizen of the United States.
Highland Capital Management, L.P. is a Delaware limited partnership.

(d)   Title of Class of Securities: Common Stock

(e)   Cusip No: 37184D101

Item 3.

(i)   Highland Capital Management, L.P. is an investment adviser in accordance with Rule 13d-1(b)(1) (ii) (E)

(ii)   James Dondero is president of Highland Capital Management, L.P

Item 4. Ownership.

Securities reported herein as beneficial owned by Highland Capital Management, L.P. are owned by one or more limited partnerships, corporations, and business trusts for which Highland Capital Management, L.P. is the Investment Advisor. Such advisory contracts grant Highland Capital Management, L.P. all investment authority and control over the securities. Mr. Dondero as president and limited partner of Highland Capital Management, L.P. may be deemed to be the beneficial owner of securities owned by Highland Capital Management, L.P. In addition, Mr. Dondero may be deemed to be the beneficial owner of securities owned by other entities for which Mr. Dondero is an officer of or owns an interest in. Mr. Dondero disclaims beneficial ownership of all securities reported herein. Additionally, Highland Capital Management, L.P. and Mr. Dondero are of the view that they are not acting as a “group” and that they are not otherwise required to attribute to each other the beneficial ownership of securities held by them or by any persons or entities advised by Highland Capital Management, L.P.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

  (a)   Amount Beneficially Owned: 878,977

  (b)   Percent of class: 4.38%

  (c)   Number of shares as to which such person has:

  (i)   Sole power to vote or to direct the vote 0

  (i)   Shared power to vote or to direct the vote 878,977.

  (ii)   Sole power to dispose or to direct the disposition of 0

  (iii)   Shared power to dispose or to direct the disposition of 878,977.

Item 5. Ownership of 5 Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].

 

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Item 6. Ownership of More than 5 Percent on Behalf of Another Person

None of filing persons has an interest of more than 5% of the class of securities reported hereon in.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable

Item 8. Identification and Classification of Members of the Group

Not applicable

Item 9. Notice of Dissolution of Group

Not applicable

Item 10. Certifications

By signing below I certify that, to the best of my 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 the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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 01/07/2004		    
     
Signature /s/ James Dondero		    
     
Name/Title James Dondero, President of Highland Capital Management, L.P.		    
     
     
     
Dated 01/07/2004		    
     
Signature /s/ James Dondero		    
     
James Dondero		    

 

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Exhibit Index

     
Exhibit 1   Joint Filing Agreement

  EX-1 3 d11695exv1.htm EX-1 JOINT FILING AGREEMENT exv1

 

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned persons agree and consent to the joint filing on their behal f of this Schedule 13G in connection with their beneficial ownership of Genesis Healthcare Corporation at December 31, 2003.

     
Signature /s/ James Dondero		    
     
Name/Title James Dondero, President of Highland Capital Management, L.P.		    
     
     
     
Signature /s/ James Dondero		    
     
James Dondero		    

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