-----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, OZL67zPMi1JIJTayGWdRbUmaeMDmjpt3Xw4GugD3NFDUE2fxXzXCLJRxA1aXCT55 IkC2Wu2lRqRerdWN4KzUFw== 0000921530-03-000051.txt : 20030124 0000921530-03-000051.hdr.sgml : 20030124 20030124170852 ACCESSION NUMBER: 0000921530-03-000051 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030124 GROUP MEMBERS: JOHN M. ANGELO GROUP MEMBERS: MICHAEL L. GORDON 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42114 FILM NUMBER: 03524578 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: ANGELO GORDON & CO LP/NY CENTRAL INDEX KEY: 0000860662 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 245 PARK AVE 26TH FL CITY: NEW YORK STATE: NY ZIP: 10167 MAIL ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 SC 13G/A 1 genesis_13g-a123102.txt SCHEDULE 13G/A1 12/31/02 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 ------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----