0000891836-01-500304.txt : 20011026
0000891836-01-500304.hdr.sgml : 20011026
ACCESSION NUMBER: 0000891836-01-500304
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 4
FILED AS OF DATE: 20011022
GROUP MEMBERS: GOLDMAN, SACHS &CO.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: GENESIS HEALTH VENTURES INC /PA
CENTRAL INDEX KEY: 0000874265
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051]
IRS NUMBER: 061132947
STATE OF INCORPORATION: PA
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-44049
FILM NUMBER: 1763339
BUSINESS ADDRESS:
STREET 1: 101 EAST STATE STREET
CITY: KENNETT SQUARE
STATE: PA
ZIP: 19348
BUSINESS PHONE: 6104446350
MAIL ADDRESS:
STREET 1: 101 EAST STATE STREET
CITY: KENNETT SQUARE
STATE: PA
ZIP: 19348
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/
CENTRAL INDEX KEY: 0000886982
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 133501777
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1126
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 85 BROAD ST
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 85 BROAD ST
CITY: NEW YORK
STATE: NY
ZIP: 10004
SC 13D
1
sc288143.txt
SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Genesis Health Ventures, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.02 Per Share
--------------------------------------------------------------------------------
(Title of Class of Securities)
37183F-10-7
-----------------------------------------------
(CUSIP Number)
Barbara Sherman, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(212) 902-1000
with copies to:
William G. Farrar, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York, 10004
(212) 558-4000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 2, 2001
-----------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*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
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).
SCHEDULE 13D
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CUSIP NO. 37183F-10-7 PAGE 2 OF 17 PAGES
--------------------- ---------------------
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Goldman, Sachs & Co.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
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3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [X]
ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 6,578,525
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,578,525
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,578,525
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(SEE INSTRUCTIONS)
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BD-PN-IA
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SCHEDULE 13D
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CUSIP NO. 37183F-10-7 PAGE 3 OF 17 PAGES
--------------------- ---------------------
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Goldman Sachs Group, Inc.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 25,000
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 6,578,525
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 25,000
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,578,525
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,603,525
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(SEE INSTRUCTIONS)
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC-CO
--------------------------------------------------------------------------------
--------------------- ---------------------
CUSIP NO. 37183F-10-7 PAGE 4 OF 17 PAGES
--------------------- ---------------------
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the Common Stock, $0.02 par value per
share (the "Common Stock"), of Genesis Health Ventures, Inc., a Pennsylvania
corporation (the "Company"). The principal executive offices of the Company are
located at 101 East State Street, Kennett Square, Pennsylvania 19348.
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is being filed by The Goldman Sachs
Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together
with GS Group, the "Filing Persons")1. Goldman Sachs, a New York limited
partnership, is an investment banking firm and a member of the New York Stock
Exchange, Inc. and other national exchanges and is a direct and indirect
wholly-owned subsidiary of GS Group. GS Group is a Delaware corporation and a
holding company that (directly and indirectly through subsidiaries or affiliated
companies or both) is a leading investment banking organization. The principal
business address of each of the Filing Persons is 85 Broad Street, New York, New
York.
The name, residence or business address, present principal occupation
or employment, and the citizenship of each director of GS Group is set forth in
Schedule I hereto and is incorporated herein by reference.
During the last five years, none of the Filing Persons,
------------------
1 Neither the present filing nor anything contained herein shall be construed
as an admission that any Filing Person constitutes a "person" for any purposes
other than for compliance with Section 13(d) of the Securities Exchange Act of
1934 (the "Exchange Act").
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CUSIP NO. 37183F-10-7 PAGE 5 OF 17 PAGES
--------------------- ---------------------
nor, to the knowledge of each of the Filing Persons, any of the persons listed
in Schedule I hereto, (i) has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) except as set
forth in Schedule II hereto, has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
The Filing Persons have entered into a Joint Filing Agreement, dated as of
October 22, 2001, a copy of which is attached as an exhibit hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Commencing in August 1999 and to August 2001, GS Group, through its subsidiary
Goldman Sachs Credit Partners L.P. ("GSCP"), has been acquiring in the ordinary
course of business in secondary market transactions interests in bank loans (the
"Loans") made to the Company and The Multicare Companies, Inc., an affiliate of
the Company. Interests in the Loans were acquired with working capital of GSCP.
On June 22, 2000, the Company and The Multicare Companies, Inc. each filed
voluntary petitions with the U.S. Bankruptcy Court in Delaware to reorganize
their respective capital structures under Chapter 11 of the US Bankruptcy Code.
On September 20, 2001, the U.S. Bankruptcy Court for the District of Delaware
entered an order approving the Debtors' Joint Plan of Reorganization under
Chapter 11 of the Bankruptcy Code, dated July 6, 2001(as amended, the "Plan"),
subject to certain minor modifications. Effective on or prior to October 2,
2001, GSCP transferred to Goldman Sachs its right to acquire pursuant to the
Plan the Common Stock, Convertible Preferred Stock and Warrants of the Company
described below. On October 2, 2001, the effective date of the Plan, the Company
and its subsidiaries emerged from the proceedings under Chapter 11 of the
Bankruptcy Code pursuant to the terms of the Plan. Pursuant to the Plan and as
of October 2, 2001, Goldman Sachs acquired an aggregate of (i) 6,220,413
--------------------- ---------------------
CUSIP NO. 37183F-10-7 PAGE 6 OF 17 PAGES
--------------------- ---------------------
shares of Common Stock (ii) Convertible Preferred Stock with a conversion price
of $20.33 of liquidation preference per share of Common Stock convertible into
353,167 shares of Common Stock and (iii) Warrants with a conversion price of
$20.33 to purchase 4,945 shares of Common Stock. The Preferred Stock does not
entitle its holder to vote for directors of the Company and may be converted at
any time, at the option of its holder. The Warrants are exercisable for a period
commencing on October 2, 2001 and ending on October 2, 2002. In addition, GS
Group acquired beneficial ownership of Stock Options to purchase 25,000 shares
of Common Stock (the "Options"). The Options were granted under the Company's
2001 Stock Option Plan to Joseph A. LaNasa III, a Vice President of Goldman
Sachs, who is a member of the new board of directors of the Company appointed
pursuant to the Plan. Mr. LaNasa has an understanding with GS Group pursuant to
which he holds the Options for the benefit of GS Group. Neither GS Group nor any
of its subsidiaries has acquired any voting securities of the Company outside of
bankruptcy.
None of the individuals listed on Schedule I hereto has contributed any funds or
other consideration towards the acquisition of the securities of the Company.
ITEM 4. PURPOSE OF TRANSACTION
The foregoing acquisitions were made for investment purposes only. None
of the Filing Persons or, to the knowledge of the Filing Persons, any of the
persons listed on Schedule I hereto, has any current plans or proposals which
relate to or would result in any transaction, event or action enumerated in
paragraphs (a) through (j)of Item 4 of Schedule 13D promulgated under the Act. A
director of the Company, Joseph A. LaNasa III, is employed by Goldman Sachs and
is a Vice President thereof. In his capacity as director, he will participate,
and have the opportunity to vote, on matters that are presented to the board of
directors of the Company, including sales of assets, extraordinary corporate
transactions, and changes to the Company's capitalization, business or corporate
structure.
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CUSIP NO. 37183F-10-7 PAGE 7 OF 17 PAGES
--------------------- ---------------------
Each of the Filing Persons expects to evaluate on an ongoing basis the
Company's financial condition, business, operations and prospects, the market
price of the Common Stock, conditions in the securities markets generally,
general economic and industry conditions and other factors. Accordingly, each
Filing Person reserves the right to change its plans and intentions at any time,
as it deems appropriate. In particular, any one or both of the Filing Persons
(and their respective affiliates)may purchase additional shares of Common Stock
or Preferred Stock or other securities of the Company or may sell or transfer
shares of Common Stock or Preferred Stock (or any of the shares into which such
Preferred Stock is converted) beneficially owned by them from time to time in
public or private transactions and/or may enter into privately negotiated
derivative transactions with institutional counterparties to hedge the market
risk of some or all their positions in the shares of Common Stock, Preferred
Stock or other securities. Any such transactions may be effected at any time or
from time to time subject to any applicable limitations imposed on the sale of
any of their Company securities by the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder or other applicable law. To the
knowledge of each Filing Person, each of the persons listed on Schedule I hereto
may make similar evaluations from time to time or on an ongoing basis.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Based on the information disclosed by the Company in its current
report on Form 8-K filed on October 4, 2001 there were 41,000,000 shares of
Common Stock outstanding as of October 2, 2001. Under the provisions of the
Debtors' Joint Plan of Reorganization that was approved by the U.S. Bankruptcy
Court for the District of Delaware on September 20, 2001 and that became
effective on October 2, 2001, the outstanding pre-Chapter 11 common stock and
preferred stock was canceled and upon implementation of the Plan, the Company
issued 41,000,000 shares of Common Stock to its creditors in accordance with the
Plan
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CUSIP NO. 37183F-10-7 PAGE 8 OF 17 PAGES
--------------------- ---------------------
provisions.
As of October 16, 2001 Goldman Sachs may be deemed to beneficially own
an aggregate of 6,578,525 shares of Common Stock, consisting of (i) 6,220,413
shares of Common Stock beneficially and directly owned by Goldman Sachs,
(ii) 353,167 shares of Common Stock underlying 71,799 shares of Convertible
Preferred Stock immediately convertible and beneficially and directly owned by
Goldman Sachs, (iii) 4,945 shares of Common Stock which may be acquired under
warrants immediately exercisable and convertible and beneficially and directly
owned by Goldman Sachs, representing in the aggregate 15.9% of the outstanding
shares of Common Stock.2
As of October 16, 2001 GS Group may be deemed to beneficially own an
aggregate of 6,603,525 shares of Common Stock, consisting of (i) 6,578,525
shares of Common Stock beneficially owned by GS Group through Goldman Sachs as
described above, and (iv) 25,000 shares of Common Stock underlying immediately
exercisable Options, representing in the aggregate 16% of the outstanding shares
of Common Stock.3 The Options were granted under the Company's 2001 Stock Option
Plan to Joseph A. LaNasa III, a Vice President of Goldman Sachs, who is a member
of the new board of directors of the Company appointed pursuant to the Plan. Mr.
LaNasa has an understanding with GS Group pursuant to which he holds the options
for the benefit of GS Group.
(b) Each Filing Person shares the power to vote or direct the vote and
to dispose or to direct the disposition of the Common Stock beneficially owned
by such Filing Person as indicated above, except that GS Group has sole voting
and
----------
2 Based on 41,000,000 shares of Common Stock outstanding and 358,112 shares of
Common Stock underlying Convertible Preferred Stock and Warrants that are deemed
to be outstanding for the purpose of this computation pursuant to Rule
13d-3(d)(i) of the Exchange Act.
3 Based on 41,000,000 shares of Common Stock outstanding and 383,112 shares of
Common Stock underlying Convertible Preferred Stock, Warrants and Options that
are deemed to be outstanding for the purpose of this computation Rule
13d-3(d)(i) of the Securities Exchange Act.
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CUSIP NO. 37183F-10-7 PAGE 9 OF 17 PAGES
--------------------- ---------------------
dispositive power with regard to the 25,000 shares of Common Stock
underlying the Options.
(c) Except as described in this Schedule 13D, no transactions in the
shares of Common Stock were effected by the Filing Persons, or to their
knowledge, any of the persons listed on Schedule I hereto, during the past sixty
days.
(d) No person is known by any Filing Person to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any share of Common Stock beneficially owned by any Filing
Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Under the Plan additional securities may be distributed pursuant to a Catch-up
Distribution as defined in the Plan, which is incorporated by reference hereto
and filed as an exhibit hereto.
Under the Company's 2001 Stock Option Plan, Options to purchase 25,000 shares of
Common Stock were granted to Joseph A. LaNasa III, a Vice President of Goldman
Sachs, who is a member of the new board of directors of the Company appointed
pursuant to the Plan. Mr. LaNasa has an understanding with GS Group pursuant to
which he holds the options for the benefit of GS Group.
Except as described herein, none of the Filing Persons or, to the knowledge of
each Filing Person, any of the persons listed on Schedule I hereto, is a party
to any contract, arrangement, understanding or relationship with respect to
securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Exhibit Description
----------- -------------------
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CUSIP NO. 37183F-10-7 PAGE 10 OF 17 PAGES
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99.1 Joint Filing Agreement, dated October 22, 2001, between Goldman
Sachs & Co. and The Goldman Sachs Group, Inc.
99.2 Findings of Fact, Conclusions of Law and Order Confirming the
Joint Plan of Reorganization dated September 20, 2001 -
incorporated by reference to Exhibit 2.1 of Genesis Health
Ventures, Inc.'s Current Report on Form 8-K (File No. 1-11666)
dated September 20, 2001
99.3 Disclosure Statement for Debtors' Joint Plan of Reorganization
dated July 6, 2001 - incorporated by reference to Exhibit T3E-1
of Genesis Health Ventures, Inc.'s Form T-3 dated September 18,
2001
99.4 Debtors' Joint Plan of Reorganization dated July 6, 2001 -
incorporated by reference to Exhibit T3E-2 of Genesis Health
Ventures, Inc.'s Form T-3 dated September 18, 2001
99.5 Technical Amendments To Debtors' Joint Plan of Reorganization
dated August 27, 2001 - incorporated by reference to Exhibit
T3E-3 of Genesis Health Ventures, Inc.'s Form T-3 dated
September 18, 2001
99.6 Amendments to Debtors' Joint Plan of Reorganization to Comply
with Opinion On Confirmation dated September 13, 2001 -
incorporated by reference to Exhibit T3E-4 Genesis Health
Ventures, Inc.'s Form T-3 dated September 18, 2001
99.7 Erratum to Disclosure Statement for Debtors' Joint Plan of
Reorganization - incorporated by reference to Exhibit T3E-5 of
Genesis Health Ventures, Inc.'s Form T-3 dated September 18,
2001
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CUSIP NO. 37183F-10-7 PAGE 11 OF 17 PAGES
--------------------- ---------------------
99.8 Power of Attorney, dated December 8, 2000, relating to Goldman,
Sachs & Co.
99.9 Power of Attorney, dated December 8, 2000, relating to The
Goldman Sachs Group, Inc.
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CUSIP NO. 37183F-10-7 PAGE 12 OF 17 PAGES
--------------------- ---------------------
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: October 22, 2001
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Roger S. Begelman
---------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By: /s/ Roger S. Begelman
---------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
--------------------- ---------------------
CUSIP NO. 37183F-10-7 PAGE 13 OF 17 PAGES
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SCHEDULE I
The name of each director of The Goldman Sachs Group, Inc. is
set forth below. The business address of each person listed below is c/o
Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004. Each person is a
citizen of the United States of America except for Lord Browne of Madingley, who
is a citizen of the United Kingdom. The present principal occupation or
employment of each of the listed persons is set forth below.
Name and Present Principal Occupation
Business Address or Employment and Citizenship
---------------- -----------------------------
Henry M. Paulson, Jr. Chairman and Chief Executive Officer of The
Goldman Sachs Group, Inc.
Robert J. Hurst Vice Chairman of The Goldman Sachs Group, Inc.
John A. Thain President and Co-Chief Operating Officer of
The Goldman Sachs Group, Inc.
John L. Thornton President and Co-Chief Operating Officer of The
Goldman Sachs Group, Inc.
Lord Browne of Madingley Group Chief Executive Officer of BP Amoco plc.
James A. Johnson Chairman and Chief Executive Officer of Johnson
Capital Partners.
John H. Bryan Chairman of Sara Lee Corporation.
Ruth J. Simmons President of Smith College.
--------------------- ---------------------
CUSIP NO. 37183F-10-7 PAGE 14 OF 17 PAGES
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Name and Present Principal Occupation
Business Address or Employment and Citizenship
---------------- -----------------------------
Margaret C. Whitman President and Chief Executive Officer of eBay Inc.
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CUSIP NO. 37183F-10-7 PAGE 15 OF 17 PAGES
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SCHEDULE II
On April 6, 2000, in connection with an industry-wide investigation by the
Securities and Exchange Commission (the "SEC") relating to the pricing of
government securities in advance refunding transactions, Goldman, Sachs &
Co.(the "Firm") joined in a global settlement resolving the SEC investigation as
well as a related qui tam lawsuit purportedly brought on behalf of the United
States entitled United States ex rel. Lissack v. Goldman, Sachs & Co., et al.,
95 Civ. 1363 (S.D.N.Y.)(BSJ). Pursuant to the settlement, without admitting or
denying the findings, the Firm consented to the issuance of an SEC
administrative order (SEA Rel. No. 42640) which, among other things, found that
the Firm had violated Sections 17(a)(2) and (3) of the Securities Act of 1933 in
connection with such pricing of government securities, required the Firm to
cease and desist from violating such provisions, and ordered the Firm to make
payments totaling approximately $5.1 Million to the U.S. Treasury and $104,000
to two municipalities. Under the global settlement, the qui tam lawsuit was
dismissed with prejudice, and the Internal Revenue Service agreed not to
challenge the tax-free nature of the refundings by virtue of the pricing of such
securities.
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CUSIP NO. 37183F-10-7 PAGE 16 OF 17 PAGES
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INDEX TO EXHIBITS
Exhibit No. Exhibit
99.1 Joint Filing Agreement, dated October 22, 2001, between Goldman
Sachs & Co. and The Goldman Sachs Group, Inc.
99.2 Findings of Fact, Conclusions of Law and Order Confirming the
Joint Plan of Reorganization dated September 20, 2001 -
incorporated by reference to Exhibit 2.1 of Genesis Health
Ventures, Inc.'s Current Report on Form 8-K (File No. 1-11666)
dated September 20, 2001
99.3 Disclosure Statement for Debtors' Joint Plan of Reorganization
dated July 6, 2001 - incorporated by reference to Exhibit T3E-1
of Genesis Health Ventures, Inc.'s Form T-3 dated September 18,
2001
99.4 Debtors' Joint Plan of Reorganization dated July 6, 2001 -
incorporated by reference to Exhibit T3E-2 of Genesis Health
Ventures, Inc.'s Form T-3 dated September 18, 2001
99.5 Technical Amendments To Debtors' Joint Plan of Reorganization
dated August 27, 2001 - incorporated by reference to Exhibit
T3E-3 of Genesis Health Ventures, Inc.'s Form T-3 dated
September 18, 2001
99.6 Amendments to Debtors' Joint Plan of Reorganization to Comply
with Opinion On Confirmation dated September 13, 2001 -
incorporated by reference to Exhibit T3E-4 Genesis Health
Ventures, Inc.'s Form T-3 dated September 18, 2001
--------------------- ---------------------
CUSIP NO. 37183F-10-7 PAGE 17 OF 17 PAGES
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99.7 Erratum to Disclosure Statement for Debtors' Joint Plan of
Reorganization - incorporated by reference to Exhibit T3E-5 of
Genesis Health Ventures, Inc.'s Form T-3 dated September 18,
2001
99.8 Power of Attorney, dated December 8, 2000, relating to Goldman,
Sachs & Co.
99.9 Power of Attorney, dated December 8, 2000, relating to The
Goldman Sachs Group, Inc.
EX-99.1
3
exh_99-1.txt
JOINT FILING AGREEMENT
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned agree to the joint filing of a
Statement on Schedule 13D (including any and all amendments thereto) with
respect to the Common Stock, $0.02 par value, of Genesis Health Ventures, Inc.,
and further agree to the filing of this agreement as an Exhibit thereto. In
addition, each party to this Agreement expressly authorizes each other party to
this Agreement to file on its behalf any and all amendments to such Statement on
Schedule 13D.
Date: October 22, 2001
GOLDMAN, SACHS & CO. THE GOLDMAN SACHS GROUP, INC.
By: /s/ Roger S. Begelman By: /s/ Roger S. Begelman
------------------------- -------------------------
Name: Roger S. Begelman Name: Roger S. Begelman
Title: Attorney-in-fact Title: Attorney-in-fact
EX-99.8
4
exh_99-8.txt
POWER OF ATTORNEY
Exhibit 99.8
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does hereby make, constitute and appoint each of Hans L. Reich and Roger S.
Begelman, acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is acting individually
or as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with
respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and purposes as
the Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 8th, 2000.
GOLDMAN, SACHS & CO.
By: Gregory K. Palm
-------------------
Name: Gregory K. Palm
Title: Executive Vice President and General Counsel
EX-99.9
5
exh_99-9.txt
POWER OF ATTORNEY
Exhibit 99.9
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934 (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 8th, 2000.
THE GOLDMAN SACHS GROUP, INC.
By: Gregory K. Palm
-------------------
Name: Gregory K. Palm
Title: Executive Vice President and General Counsel