-----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, ShcW8oymwqoL9/Did6GGvftAG2zl9rvEAWmQbBJLFxb8nPvZ1KFoevE5t70UYAMf n639VN4X0xEndMiqyr2P7g== 0001132072-04-000225.txt : 20041112 0001132072-04-000225.hdr.sgml : 20041111 20041112164144 ACCESSION NUMBER: 0001132072-04-000225 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 GROUP MEMBERS: BARCLAYS GLOBAL INVESTORS EVENT DRIVE FUND II GROUP MEMBERS: CHESAPEAKE PARTNERS INSTITUTIONAL FUND LIMITED PARTNERSHIP GROUP MEMBERS: CHESAPEAKE PARTNERS INTERNATIONAL LTD. GROUP MEMBERS: CHESAPEAKE PARTNERS LIMITED PARTNERSHIP GROUP MEMBERS: CHESAPEAKE PARTNERS MANAGEMENT CO., INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEIGHBORCARE INC CENTRAL INDEX KEY: 0000874265 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 061132947 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-44049 FILM NUMBER: 041139951 BUSINESS ADDRESS: STREET 1: NEIGHBORCARE, INC. STREET 2: 601 EAST PRATT STREET THIRD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: (410) 528-7300 MAIL ADDRESS: STREET 1: NEIGHBORCARE, INC. STREET 2: 601 EAST PRATT STREET THIRD FLOOR 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: CHESAPEAKE PARTNERS MANAGEMENT CO INC/MD CENTRAL INDEX KEY: 0000919165 IRS NUMBER: 521745745 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1829 REISTERSTOWN RD STREET 2: SUITE 220 CITY: BALTIMORE STATE: MD ZIP: 21208 BUSINESS PHONE: 4106020195 MAIL ADDRESS: STREET 1: 1829 REISTERSTOWN ROAD STREET 2: SUITE 220 CITY: BALTIMORE STATE: MD ZIP: 21208 SC 13G 1 s15-4947_13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___________) NeighborCare, Inc. ------------------------------------ (Name of Issuer) Common Stock ------------------------------------ (Title of Class of Securities) 64015Y104 ------------------------------------ (CUSIP Number) 9/20/04 ------------------------------------ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] 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 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). CUSIP No. 64015Y104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Chesapeake Partners Management Co., Inc. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Maryland 5. Sole Voting Power -0- Number of Shares 6. Shared Voting Power Beneficially 2,514,293 Owned by Each Reporting 7. Sole Dispositive Power Person With -0- 8. Shared Dispositive Power 2,514,293 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,514,293 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 5.7% 12. Type of Reporting Person (See Instructions) CO Includes shares under a management agreement for unrelated party. CUSIP No. 64015Y104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Chesapeake Partners Limited Partnership 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Maryland 5. Sole Voting Power -0- Number of Shares 6. Shared Voting Power Beneficially 1,342,993 Owned by Each Reporting Person With 7. Sole Dispositive Power -0- 8. Shared Dispositive Power 1,342,993 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,342,993 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 3.0% 12. Type of Reporting Person (See Instructions) PN CUSIP No. 64015Y104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Chesapeake Partners Institutional Fund Limited Partnership 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Maryland 5. Sole Voting Power -0- Number of 6. Shared Voting Power Shares 45,000 Beneficially Owned by Each 7. Sole Dispositive Power Reporting -0- Person With 8. Shared Dispositive Power 45,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person 45,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 0.1% 12. Type of Reporting Person (See Instructions) PN CUSIP No. 64015Y104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Chesapeake Partners International Ltd. none 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands 5. Sole Voting Power -0- Number of Shares 6. Shared Voting Power Beneficially 1,036,800 Owned by Each Reporting 7. Sole Dispositive Power Person With -0- 8. Shared Dispositive Power 1,036,800 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,036,800 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 2.4% 12. Type of Reporting Person (See Instructions) CO CUSIP No. 64015Y104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Barclays Global Investors Event Drive Fund II none 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Ireland 5. Sole Voting Power -0- Number of 6. Shared Voting Power Shares 89,500 Beneficially Owned by Each Reporting 7. Sole Dispositive Power Person With -0- 8. Shared Dispositive Power 89,500 9. Aggregate Amount Beneficially Owned by Each Reporting Person 89,500 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 0.2% 12. Type of Reporting Person (See Instructions) CO The above mentioned shares are managed pursuant to a sub-advisory agreement with CPMC and Barclays Global Investors Limited. Item 1. (a) Name of Issuer NeighborCare, Inc. (b) Address of Issuer's Principal Executive Offices 601 East Pratt Street, 3rd Floor, Baltimore, MD 21202 Item 2. (a) Name of Person Filing Chesapeake Partners Management Co., Inc. (b) Address of Principal Business Office or, if none, Residence 1829 Reisterstown Road, Suite 420, Baltimore, Maryland 21208 (c) Citizenship U.S.A. (d) Title of Class of Securities Common Stock (e) CUSIP Number 64015Y104 Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a)[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b)[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c)[ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d)[ ] Investment company registered under section 8 of the Investment Company Act ] of 1940 (15 U.S.C 80a-8). (e)[ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f)[ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g)[ ] A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G); (h)[ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i)[ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j)[ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. 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: CPMC 2,514,293 CPLP 1,342,993 CPIFLP 45,000 CPINTL 1,036,800 BARCLAYS 89,500 (b) Percent of class: CPMC 5.7% CPLP 3.0% CPIFLP 0.1% CPINTL 2.4% BARCLAYS 0.2% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote -0- for all. (ii) Shared power to vote or to direct the vote CPMC 2,514,293 CPLP 1,342,993 CPIFLP 45,000 CPINTL 1,036,800 BARCLAYS 89,500 (iii) Sole power to dispose or to direct the disposition of -0- for all. (iv) Shared power to dispose or to direct the disposition of CPMC 2,514,293 CPLP 1,342,993 CPIFLP 45,000 CPINTL 1,036,800 BARCLAYS 89,500 Instruction. For computations regarding securities which represent a right to acquire an underlying security see ss.240.13d3(d)(1). Item 5. Ownership of Five Percent or Less of a Class N/A 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 five percent of the class of securities, check the following [ ]. Instruction: Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. N/A If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Item 8. Identification and Classification of Members of the Group N/A If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. Item 9. Notice of Dissolution of Group N/A Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(b): 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. (b) The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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. Chesapeake Partners Management Co., Inc. BY: /s/ Mark D. Lerner ------------------------------------------- Name: Mark D. Lerner Title: Vice President Chesapeake Partners Limited Partnership By: Chesapeake Partners Management Co., Inc. BY: /s/ Mark D. Lerner ------------------------------------------- Name: Mark D. Lerner Title: Vice President Chesapeake Partners Institutional Fund Limited Partnership By: Chesapeake Partners Management Co., Inc. BY: /s/ Mark D. Lerner ------------------------------------------- Name: Mark D. Lerner Title: Vice President Chesapeake Partners International Ltd. By: Chesapeake Partners Management Co., Inc. BY: /s/ Mark D. Lerner ------------------------------------------- Name: Mark D. Lerner Title: Vice President Barclays Global Investors Event Driven Fund II By: Chesapeake Partners Management Co., Inc. BY: /s/ Mark D. Lerner ------------------------------------------- Name: Mark D. Lerner Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----