-----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, JckJ343MiiKAkXe6KCUpMhtW336Kok4PWLfkz9UflEgXm9h8Cj6V2ChJNsOLfzhE p0VNP6NlLdjWwiZOXDBzTA== 0000891836-03-000710.txt : 20031205 0000891836-03-000710.hdr.sgml : 20031205 20031205170248 ACCESSION NUMBER: 0000891836-03-000710 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031205 GROUP MEMBERS: GOLDMAN, SACHS &CO. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEIGHBORCARE INC 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44049 FILM NUMBER: 031040899 BUSINESS ADDRESS: STREET 1: 7 EAST LEE STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4107522600 MAIL ADDRESS: STREET 1: NEIGHBORCARE STREET 2: 7 EAST LEE STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: GENESIS HEALTH VENTURES INC /PA DATE OF NAME CHANGE: 19950214 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: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1128 FILING VALUES: FORM TYPE: SC 13D/A 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/A 1 sc0359.txt AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 4 NeighborCare, Inc. ------------------ (Name of Issuer) Common Stock, Par Value $0.02 Per Share --------------------------------------- (Title of Class of Securities) 64015Y-10-4 ----------- (CUSIP Number) Steve Chaiken, Esq. Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 (212) 902-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 2, 2003 ---------------- (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). - ----------------------------- CUSIP NO. 64015Y-10-4 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES 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 (SEE INSTRUCTIONS) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INTRUCTIONS): OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [X] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 4,022,745 REPORTING -------------------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 4,022,745 - ------------------------------------------------------------------- ------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,022,745 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: BD-PN-IA Page 2 of 7 - ----------------------------- CUSIP NO. 64015Y-10-4 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES 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 (SEE INSTRUCTIONS) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INTRUCTIONS): AF-OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 43,047 SHARES -------------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 4,022,745 REPORTING -------------------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 43,047 - -------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 4,022,745 - ------------------------------------------------------------------- ------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,065,792 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: HC-CO Page 3 of 7 CUSIP NO. 64015Y-10-4 AMENDMENT NO. 4 TO SCHEDULE 13D RELATING TO THE COMMON STOCK OF NEIGHBORCARE, INC. The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Filing Persons")(1) hereby amend and supplement the statement on Schedule 13D as most recently amended by Amendment No. 3 thereto filed June 12, 2003 (as amended, the "Schedule 13D"), with respect to the Common Stock, $0.02 par value per share (the "Common Stock"), of NeighborCare, Inc., a Pennsylvania corporation (the "Company"). The Company changed its name from Genesis Health Ventures, Inc. to NeighborCare, Inc. on December 2, 2003, following the spin-off of Genesis HealthCare Corporation into a publicly traded company. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Schedule 13D. This Amendment No. 4 is being filed to report that effective December 2, 2003, Joseph A. LaNasa, III, a managing director of Goldman Sachs, resigned as a director of the Company. (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 Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). Item 3 is hereby amended as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Convertible Preferred Stock of the Company is convertible, at any time at the option of the holder, into the number of shares of the Company's Common Stock which results from dividing (x) the liquidation preference of $100 per each such share plus all accrued and unpaid dividends by (y) the conversion price per share of $12.60. The conversion price reflects an adjustment from $20.33 to $12.60 in connection with the Company's spin-off of Genesis HealthCare Corporation. The exercise prices of the Options were also adjusted in connection with the spin-off, from $16.80 to $10.73 and from $20.33 to $12.99. Mr. LaNasa resigned as a director of the Company, effective December 2, 2003. ITEM 4. PURPOSE OF TRANSACTION Mr. LaNasa, a managing director of Goldman Sachs, resigned as a director of the Company, effective December 2, 2003, and no longer participates nor has the opportunity to vote on matters presented to the board of directors of the Company. ITEM 5. INTEREST SECURITIES OF THE ISSUER (a) As of December 2, 2003, Goldman Sachs may be deemed to beneficially own an aggregate of 4,022,745 shares of Common Stock, consisting of (i) 3,630,964 shares of Common Stock beneficially and directly owned by Goldman Sachs and (ii) 391,781 shares of Common Stock underlying 79,649 shares of Convertible Preferred Stock immediately convertible and Page 4 of 7 beneficially and directly owned by Goldman Sachs, representing in the aggregate approximately 10.1% of the outstanding shares of Common Stock reported to be outstanding as of August 13, 2003, as disclosed in Company's quarterly report on Form 10-Q for the quarter ended June 30, 2003 (the "10-Q") and in accordance with Rule 13d-3(d)(1). As of December 2 2003, GS Group may be deemed to beneficially own an aggregate of 4,065,792 shares of Common Stock, consisting of (i) 4,022,745 shares of Common Stock beneficially owned by GS Group through Goldman Sachs as described above, and (iv) 43,047 shares of Common Stock underlying immediately exercisable Options, representing in the aggregate approximately 10.2% of the outstanding shares of Common Stock as disclosed in the 10-Q and in accordance with Rule 13d-3(d)(1). The Options were granted under the Company's 2001 Stock Option Plan to Joseph A. LaNasa III, a managing director of Goldman Sachs. Mr. LaNasa has an understanding with GS Group pursuant to which he holds the options for the benefit of GS Group. In accordance with the Securities and Exchange Commission (the "SEC") Release No. 34-39538 (January 12, 1998), this filing reflects the securities beneficially owned by the investment banking division ("IBD") of GS Group and its subsidiaries and affiliates (collectively, "GSG"). This filing does not reflect securities, if any, beneficially owned by any other operating unit of GSG. IBD disclaims beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which IBD or its employees have voting or investment discretion, or both and (ii) certain investment entities, of which IBD is the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than IBD. (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 dispositive power with regard to the 43,047 shares of Common Stock underlying the Options. (c) On December 2, 2003 Goldman Sachs sold 50,000 shares of Common Stock at $21.26 per share; 12,500 shares of Common Stock at $21.34 per share; 85,000 shares of Common Stock at $21.30 per share; 25,000 shares of Common Stock at $21.15 per share; 10,000 shares of stock at $21.21 per share; 2,567 shares of Common Stock at $21.43 per share; and 12,500 shares of stock at $21.45 per share. All of the sales were made for cash on The Nasdaq National Market. 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. Page 5 of 7 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: December 5, 2003 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 Page 6 of 7 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 and Claes Dahlback, who is a citizen of Sweden. The present principal occupation or employment of each of the listed persons is set forth below. Name Present Principal Occupation - -------------------------------------------------------------------------------- Henry M. Paulson, Jr. Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc. John A. Thain President and Chief Operating Officer of The Goldman Sachs Group, Inc. Lloyd C. Blankfein Vice Chairman of The Goldman Sachs Group, Inc. Lord Browne of Madingley Group Chief Executive of BP plc John H. Bryan Retired Chairman and Chief Executive Officer of Sara Lee Corporation Claes Dahlback Nonexecutive Chairman of Investor AB William W. George Retired Chairman and Chief Executive Officer of Medtronic, Inc. James A. Johnson Vice Chairman of Perseus, L.L.C. Edward M. Liddy Chairman of the Board, President and Chief Executive Officer of The Allstate Corporation Ruth J. Simmons President of Brown University Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----