UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Genesis Health Ventures, Inc.
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(Name of Issuer)
Common Stock, par value $.02 per share
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(Title of Class of Securities)
37183F-10-7
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(CUSIP Number)
Patrick H. Daugherty, Esq. With a copy to:
Highland Capital Management, L.P. W. Scott Wallace, Esq.
Two Galleria Tower Haynes and Boone, LLP
13455 Noel Road, Suite 1300 901 Main Street, Suite 3100
Dallas, Texas 75240 Dallas, Texas 75202
(972) 628-4100 (214) 651-5587
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(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
October 2, 2001
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(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 Sections 240.13d-1(e), (f) or (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 Section 240.13d-7(b) 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).
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SCHEDULE 13D
CUSIP No. 37183F-10-7 Page 2 of 12
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Highland Capital Management, L.P., a Delaware limited partnership
75-2716725
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
1,559,647
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,559,647
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,858,291
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2% (1)
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14 TYPE OF REPORTING PERSON
PN
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(1) Based on a total of 39,671,279 shares of Common Stock outstanding on
December 26, 2001, as disclosed in the Issuer's Annual Report on Form 10-K filed
on December 28, 2001.
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CUSIP No. 37183F-10-7 Page 3 of 12
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Highland Crusader Offshore Partners, L.P., a Bermuda limited
partnership
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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NUMBER OF 7 SOLE VOTING POWER
SHARES
1,045,176
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,045,176
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,858,291
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2% (1)
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14 TYPE OF REPORTING PERSON
PN
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(1) Based on a total of 39,671,279 shares of Common Stock outstanding on
December 26, 2001, as disclosed in the Issuer's Annual Report on Form 10-K filed
on December 28, 2001.
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CUSIP No. 37183F-10-7 Page 4 of 12
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prospect Street High Income Portfolio Inc., a Maryland
corporation 04-3028343
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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NUMBER OF 7 SOLE VOTING POWER
SHARES
253,468
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
WITH 253,468
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,858,291
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2% (1)
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14 TYPE OF REPORTING PERSON
CO
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(1) Based on a total of 39,671,279 shares of Common Stock outstanding on
December 26, 2001, as disclosed in the Issuer's Annual Report on Form 10-K filed
on December 28, 2001.
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CUSIP No. 37183F-10-7 Page 5 of 12
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James Dondero
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
0
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,858,291
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2% (1)
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14 TYPE OF REPORTING PERSON
IN
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(1) Based on a total of 39,671,279 shares of Common Stock outstanding on
December 26, 2001, as disclosed in the Issuer's Annual Report on Form 10-K filed
on December 28, 2001.
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CUSIP No. 37183F-10-7 Page 6 of 12
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to the shares
of Common Stock, $.02 par value per share (the "Common Stock"), of Genesis
Health Ventures, Inc., a Pennsylvania corporation (the "Issuer"). The address of
the principal executive offices of the Issuer is 101 East State Street, Kennett
Square, Pennsylvania 19348.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The names of the persons filing this Statement (the "Filing
Persons") are Highland Capital Management, L.P., a Delaware limited partnership
("Highland Capital"), Highland Crusader Offshore Partners, L.P., a Bermuda
limited partnership ("Crusader"), Prospect Street High Income Portfolio Inc., a
Maryland corporation and closed end mutual fund registered under the Investment
Company Act of 1940 ("Prospect"), and James Dondero ("Mr. Dondero"). The Filing
Persons have entered into a Joint Filing Agreement, dated as of February 21,
2002, a copy of which is attached hereto.
(b) The principal business address of Highland Capital, Crusader,
Prospect and Mr. Dondero is Two Galleria Tower, 13455 Noel Road, Suite 1300,
Dallas, Texas 75240.
(c) This Statement is filed on behalf of a group consisting of Highland
Capital, Crusader, Prospect and Mr. Dondero. The general partner of Crusader is
Highland Capital. Highland Capital, as a registered investment advisor, is the
investment advisor for Prospect. The general partner of Highland Capital is
Strand Advisors, Inc., a Delaware corporation ("Strand"). The directors and
officers of Strand and Prospect are listed on Appendix 1 hereto. Mr. Dondero is
the President of Highland, Prospect and Strand, and a director of the Issuer. In
the aforementioned capacities, each of the foregoing may be deemed to be the
beneficial owner of the shares of Common Stock beneficially owned by the other
members of the group.
The principal business of Highland Capital, Crusader and Prospect is
purchasing and holding securities for investment purposes. The principal
business of Strand is serving as the general partner of Highland Capital. Mr.
Dondero's principal business is acting in the capacities set forth above and on
Appendix 1 hereto. The principal business of each director and officer of
Prospect and Strand is provided on Appendix 1 hereto.
(d) and (e) During the past five years, none of the foregoing entities
or natural persons has been convicted in a criminal proceeding or been a party
to a civil proceeding, in either case of the type specified in Items 2(d) or (e)
of Schedule 13D.
(f) Crusader is a citizen of Bermuda; Highland Capital is a citizen of
Delaware; Prospect is a citizen of Maryland; and Mr. Dondero is a citizen of the
United States. The citizenship of each of the persons on Appendix 1 hereto is as
indicated on Appendix 1.
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CUSIP No. 37183F-10-7 Page 7 of 12
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Commencing in March 1999 and to October 2001, Highland Capital,
Crusader and Prospect have been acquiring in the ordinary course of business in
secondary market transactions interests in bank loans (the "Loans") made to the
Issuer and The Multicare Companies, Inc., an affiliate of the Issuer. Interests
in the Loans were acquired with working capital of Highland Capital, Crusader
and Prospect. On June 22, 2000, the Issuer 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, the Issuer transferred to Highland Capital, Crusader
and Prospect their rights to acquire pursuant to the Plan the Common Stock and
Convertible Preferred Stock of the Issuer described below. On October 2, 2001,
the effective date of the Plan, the Issuer 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, Highland Capital, Crusader
and Prospect acquired an aggregate of (i) 2,686,056 shares of Common Stock and
(ii) Convertible Preferred Stock with a conversion price of $20.33 of
liquidation preference per share of Common Stock convertible into 147,235 shares
of Common Stock. The Preferred Stock does not entitle its holder to vote for
directors of the Issuer and may be converted at any time, at the option of its
holder. In addition, Highland Capital acquired beneficial ownership of Stock
Options to purchase 25,000 shares of Common Stock (the "Options"). The Options
were granted under the Issuer's 2001 Stock Option Plan to Mr. Dondero, the
President of Highland Capital, who is a member of the new board of directors of
the Issuer appointed pursuant to the Plan. Mr. Dondero and Highland Capital have
an understanding pursuant to which Mr. Dondero holds the Options for the benefit
of Highland Capital. None of the Filing Persons has acquired any voting
securities of the Issuer outside of bankruptcy.
None of the individuals listed in Item 2 herein has contributed any
funds or other consideration towards the acquisition of the securities of the
Issuer.
ITEM 4. PURPOSE OF TRANSACTION.
The foregoing acquisitions were made for investment purposes. None of
the Filing Persons or, to the knowledge of the Filing Persons, any of the
persons listed in Item 2 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 Securities
Exchange Act of 1934, as amended. A director of the Issuer, Mr. Dondero, is
employed by Highland Capital and Prospect and is the President thereof. In his
capacity as director, he will participate in, and have the opportunity to vote
on, matters that are presented to the Board of Directors of the Issuer,
including sales of assets, extraordinary corporate transactions and changes to
the Issuer's capitalization, business or corporate structure.
Depending upon a variety of factors, including, without limitation,
current and anticipated future trading prices of the Common Stock, future
changes to the composition of the Board of Directors of the Issuer, the
financial condition, results of operations and prospects of the Issuer and
general economic, financial market and industry conditions, the Filing Persons
may also acquire additional shares, or sell
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CUSIP No. 37183F-10-7 Page 8 of 12
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all or part of their shares, in open market or privately negotiated transactions
or otherwise. Any open market or privately negotiated purchases or sales may be
made at any time without prior notice. Depending upon the foregoing factors and
to the extent deemed advisable in light of their general investment policies, or
other factors, the Filing Persons may formulate other purposes, plans or
proposals regarding the Issuer or the shares. The foregoing is subject to change
at any time, and there can be no assurance that any of the Filing Persons will
take any of the actions set forth above. To the knowledge of each Filing Person,
each of the persons listed in Item 2 herein 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 Issuer in its Annual
Report on Form 10-K filed on December 28, 2001, there were 39,671,279 shares of
Common Stock outstanding on December 26, 2001, and 1,328,721 shares of Common
Stock yet to be issued in connection with the Plan. Pursuant to the Plan, the
outstanding pre-Chapter 11 Common Stock and preferred stock was canceled and
upon implementation of the Plan, the Issuer was to issue 41,000,000 shares of
Common Stock to its creditors in accordance with the Plan provisions.
Pursuant to provisions of the Exchange Act and in accordance
with that certain Joint Filing Agreement, entered into by and among Highland
Capital, Crusader, Prospect and Mr. Dondero dated as of February 21, 2002
(attached hereto as Exhibit 1 and incorporated herein by reference), each of
Highland Capital, Crusader, Prospect and Mr. Dondero may be deemed to
beneficially own 2,858,291 shares of Common Stock (which is approximately 7.2%
of the shares of Common Stock outstanding on December 28, 2001).
(b) Sole Shared Sole Shared
Voting Voting Dispositive Dispositive
Power Power Power Power
---------------- ----------------- ----------------- ----------------
Highland Capital Management, L.P. 1,559,647 (1) 0 1,559,647 (1) 0
Highland Crusader Offshore Partners, L.P. 1,045,176 (2) 0 1,045,176 (2) 0
Prospect Street High Income Portfolio Inc. 253,468 (3) 0 253,468 (3) 0
James Dondero (4) 0 0 0 0
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(1) Includes 1,452,434 shares of Common Stock beneficially and directly owned by
Highland Capital, 82,213 shares of common stock underlying 16,714 shares of
Convertible Preferred Stock immediately convertible and beneficially and
directly owned by Highland Capital; and 25,000 Options. The Options were granted
under the Issuer's 2001 Stock Option Plan to Mr. Dondero, President of Highland
Capital, who is a member of the new board of directors of the Issuer appointed
pursuant to the Plan. Mr. Dondero and Highland Capital have an understanding
pursuant to which Mr. Dondero holds the Options for the benefit of Highland
Capital.
(2) Includes 993,848 shares of Common Stock beneficially and directly owned by
Crusader, and 51,328 shares of Common Stock underlying 10,435 shares of
Convertible Preferred Stock immediately convertible and beneficially and
directly owned by Crusader.
(3) Includes 239,774 shares of Common Stock beneficially and directly owned by
Prospect, and 13,694 shares of Common Stock underlying 2,784 shares of
Convertible Preferred Stock immediately convertible and beneficially and
directly owned by Prospect.
(4) Because of the relationships described herein, Mr. Dondero may be deemed the
indirect beneficial owner of all the shares described in the table above. Mr.
Dondero disclaims beneficial ownership of all such shares.
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CUSIP No. 37183F-10-7 Page 9 of 12
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(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.
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 Issuer's 2001 Stock Option Plan, Options to purchase 25,000
shares of Common Stock were granted to James Dondero, the President of Highland
and Prospect, who is a member of the new board of directors of the Issuer
appointed pursuant to the Plan. Mr. Dondero and Highland Capital have an
understanding pursuant to which Mr. Dondero holds the Options for the benefit of
Highland Capital.
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 Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Joint Filing Agreement, dated as of February 21, 2002,
entered into by and among Highland Capital, Crusader, Prospect and Mr. Dondero.
Exhibit 2. Findings of Fact, Conclusions of Law and Order Confirming
the Joint Plan of Reorganization dated September 20, 2001 - incorporated herein
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
Exhibit 3. Disclosure Statement for Debtors' Joint Plan of
Reorganization dated July 6, 2001 - incorporated herein by reference to Exhibit
T3E-1 of Genesis Health Ventures, Inc.'s Form T-3 dated September 18, 2001
Exhibit 4. Debtors' Joint Plan of Reorganization dated July 6, 2001 -
incorporated herein by reference to Exhibit T3E-2 of Genesis Health Ventures,
Inc.'s Form T-3 dated September 18, 2001
Exhibit 5. Technical Amendments To Debtors' Joint Plan of
Reorganization dated August 27, 2001 - incorporated herein by reference to
Exhibit T3E-3 of Genesis Health Ventures, Inc.'s Form T-3 dated September 18,
2001
Exhibit 6. Amendments to Debtors' Joint Plan of Reorganization to
Comply with Opinion On Confirmation dated September 13, 2001 - incorporated
herein by reference to Exhibit T3E-4 Genesis Health Ventures, Inc.'s Form T-3
dated September 18, 2001
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SCHEDULE 13D
CUSIP No. 37183F-10-7 Page 10 of 12
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Exhibit 7. Erratum to Disclosure Statement for Debtors' Joint Plan of
Reorganization - incorporated herein 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 12
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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.
Date: February 21, 2002
HIGHLAND CAPITAL MANAGEMENT, L.P.
By: Strand Advisors, Inc., its general partner
By: /s/ JAMES DONDERO
-----------------------------------
Name: James Dondero
Title: President
HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P.
By: Highland Capital Management, L.P., its
general partner
By: Strand Advisors, Inc., its general partner
By: /s/ JAMES DONDERO
-----------------------------------
Name: James Dondero
Title: President
PROSPECT STREET HIGH INCOME PORTFOLIO INC.
By: /s/ JAMES DONDERO
----------------------------------------
Name: James Dondero
Title: President
/s/ JAMES DONDERO
-----------------------------------------------
JAMES DONDERO
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CUSIP No. 37183F-10-7 Page 12 of 12
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APPENDIX 1
The name of each director and officer of Prospect Street High Income
Portfolio, Inc. and Strand Advisors, Inc. is set forth below. The business
address of each person listed below is Two Galleria Tower, 13455 Noel Road,
Suite 1300, Dallas, Texas 75240, unless otherwise noted. Each person is a
citizen of the United States of America unless otherwise noted. The present
principal occupation or employment of each of the listed persons is set forth
below. During the past five years, none of the individuals listed below has been
convicted in a criminal proceeding or been a party to a civil proceeding, in
either case of the type specified in Items 2(d) or (e) of Schedule 13D.
NAME
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
AND ADDRESS (IF APPLICABLE)
-------------------------------------------------- -------------------------------------------------------------------
PROSPECT STREET HIGH INCOME PORTFOLIO, INC.
James Dondero, Director President
Mark Okada Executive Vice President
R. Joseph Daugherty Senior Vice President and Secretary
Timothy Hui, Director Director of Learning Resources of the Pennsylvania Biblical
University, 48 Willow Green Drive, Churchville, PA 18966.
Scott Kavanaugh, Director Director, Executive Vice President and Treasurer of Commercial
Capital, One Venture, Ste. 300, E. Irvine, CA 92618.
James Leary, Director Managing Director of Benefit Capital, 2006 Peakwood Drive,
Garland, TX 75044.
Bryan Ward, Director Special Projects Advisor and Information Technology Consultant
for Accenture, 3625 Rosedale, Dallas, TX 75205.
STRAND ADVISORS, INC.
James Dondero, Director President
Mark Okada Executive Vice President
Louis Koven Secretary of Strand and Chief Financial Officer of Highland
Capital
EXHIBITS
Exhibit 1. Joint Filing Agreement, dated as of February 21, 2002,
entered into by and among Highland Capital, Crusader, Prospect and Mr. Dondero.
Exhibit 2. Findings of Fact, Conclusions of Law and Order Confirming
the Joint Plan of Reorganization dated September 20, 2001 - incorporated herein
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
Exhibit 3. Disclosure Statement for Debtors' Joint Plan of
Reorganization dated July 6, 2001 - incorporated herein by reference to Exhibit
T3E-1 of Genesis Health Ventures, Inc.'s Form T-3 dated September 18, 2001
Exhibit 4. Debtors' Joint Plan of Reorganization dated July 6, 2001 -
incorporated herein by reference to Exhibit T3E-2 of Genesis Health Ventures,
Inc.'s Form T-3 dated September 18, 2001
Exhibit 5. Technical Amendments To Debtors' Joint Plan of
Reorganization dated August 27, 2001 - incorporated herein by reference to
Exhibit T3E-3 of Genesis Health Ventures, Inc.'s Form T-3 dated September 18,
2001
Exhibit 6. Amendments to Debtors' Joint Plan of Reorganization to
Comply with Opinion On Confirmation dated September 13, 2001 - incorporated
herein by reference to Exhibit T3E-4 Genesis Health Ventures, Inc.'s Form T-3
dated September 18, 2001
Exhibit 7. Erratum to Disclosure Statement for Debtors' Joint Plan of
Reorganization - incorporated herein by reference to Exhibit T3E-5 of Genesis
Health Ventures, Inc.'s Form T-3 dated September 18, 2001