8-K 1 eight-k.txt 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2001 THE MULTICARE COMPANIES, INC. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Exact name of Registrant as specified in its charter) Delaware 34-22090 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (State or other jurisdiction of (Commission File Number) incorporation or organization) 101 East State Street Kennett Square, Pennsylvania 19348 - - - - - - - - - - - - - - - - - - - - - - - - - - (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: 610-444-6350 Item 1-4. Not applicable Item 5. Other Events. Genesis Health Ventures, Inc. and The Multicare Companies, Inc. filed a joint plan of reorganization ("the Plan") in the U.S. Bankruptcy Court for the District of Delaware on June 5, 2001, calling for the merger of the two companies under the Genesis banner. The Plan provides that Multicare will become a wholly-owned subsidiary of Genesis. Genesis currently owns 43.6 % of Multicare and manages its skilled nursing and assisted living facilities under the Genesis Eldercare brand name. The confirmation and consummation of the Plan are subject to certain conditions including the receipt of the requisite acceptances from various creditor classes to confirm the Plan and the Court's determination that the Plan satisfies the statutory requirements for confirmation under the bankruptcy code. There can be no assurance that the Plan as submitted will be confirmed or consummated. The Plan was endorsed by the steering committees of both companies' senior bank lenders and the Genesis official committee of unsecured creditors. The Plan, as filed, provides for the issuance of new notes, new preferred stock and approximately 96% of the new common stock to the Genesis and Multicare senior secured creditors and approximately 4% of the new common stock to the Genesis unsecured creditors. Genesis unsecured creditors will also receive warrants to purchase approximately 5.8% of the new common stock. Multicare vendors will also receive a small percentage of the new common stock. Existing holders of Genesis preferred stock and Genesis and Multicare common stock would receive no distribution under the Plan. Genesis plans to register the new common stock for trading on a public exchange at a future date. The following charts, "Treatment of Genesis Creditors and Shareholders" and "Treatment of Multicare Creditors and Shareholders", are from the Disclosure Statement for Debtors' Joint Plan of Reorganization. The charts do not purport to be complete and are qualified in their entirety by reference to all of the provisions of the Plan, including all exhibits and documents described therein, as filed with the Bankruptcy Court and as may otherwise be amended or supplemented. 1 Treatment of Genesis Creditors and Shareholders:

Treatment of Genesis Other Secured Claims Subclasses:

In addition to subclasses G1-1 through G1-17, there are other subclasses of miscellaneous secured claims of approximately $3,536,000 against the Genesis Debtors, each of which will be treated as a separate class. This class also includes certain contingent claims of Bank of America, N.A. in connection with a guaranty by Genesis of the obligations of the Age Institute. Under the Plan of Reorganization, either these claims will be reinstated or the Reorganized Debtors will return the property securing such claim. These claims are not impaired and the holders are not entitled to vote to accept or reject the Plan of Reorganization. 4 Treatment of Multicare Creditors and Shareholders:

5 Treatment of Multicare Other Secured Claims Subclasses:

In addition to subclasses M1-1 through M1-7, there are other subclasses of miscellaneous secured claims of approximately $71,000 against the Multicare Debtors, each of which will be treated as a separate class. Under the Plan of Reorganization, either these claims will be reinstated or the Reorganized Debtors will return the property securing such claim. These claims are not impaired, and the holders are not entitled to vote to accept or reject the Plan of Reorganization. Statements made in this, and in our other public filings and releases, which are not historical facts contain "forward-looking" statements (as defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties and are subject to change at any time. These forward-looking statements may include, but are not limited to statements containing words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may" and similar expressions. Factors that could cause actual results to differ materially include, but are not limited to, the following: our bankruptcy cases and our ability to continue as a going concern; risks associated with operating a business in Chapter 11; the delays or the inability to complete and/or consummate our plan of reorganization; our ability to comply with the provisions of our debtor-in-possession financing; our substantial indebtedness and significant debt service obligations; our default under our senior credit agreement and our senior subordinated and other notes; adverse actions which may be taken by creditors; adverse developments with respect to our liquidity or results of operations; the effect of planned dispositions of assets; our ability to consummate or complete development projects or to profitably operate or successfully integrate enterprises into our other operations; our ability or inability to secure the capital and the related cost of the capital necessary to fund future growth; our ability to attract customers given our current financial position; our ability to attract and retain key executives and other personnel; the impact of health care reform, including the Medicare Prospective Payment 6 System ("PPS"), the Balanced Budget Refinement Act ("BBRA") and the Benefit Improvement and Protection Act of 2000 ("BIPA") and the adoption of cost containment measures by the federal and state governments; the impact of government regulation, including our ability to operate in a heavily regulated environment and to satisfy regulatory authorities; the occurrence of changes in the mix of payment sources utilized by customers to pay for services; the adoption of cost containment measures by other third party payors; competition in our industry; and changes in general economic conditions. The forward-looking statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control. We caution investors that any forward-looking statements made by us are not guarantees of future performance. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments. 7 Item 7. Financial Statements and Exhibits. (a) Financial Statements None. (b) Pro Forma Financial Information None. (c) Exhibits 2.1 (1) Disclosure Statement for Debtors' Joint Plan of Reorganization. 2.2 (1) Debtors' Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code. 99.1 Press release dated June 5, 2001. (1) Incorporated by reference to Genesis Health Ventures, Inc.'s Current Report on Form 8-K dated June 5, 2001. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE MULTICARE COMPANIES, INC. By: /s/ George V. Hager, Jr. ---------------------------- George V. Hager, Jr. Executive Vice President and Chief Financial Officer Date: June 19, 2001

MULTICARE COMPANIES INC 8-K