========================================================================== GENESIS/MULTICARE BANKRUPTCY NEWS Issue Number 1 -------------------------------------------------------------------------- Copyright 2000 (ISSN XXXX-XXXX) June 26, 2000 -------------------------------------------------------------------------- Bankruptcy Creditors' Service, Inc., Phone 609-392-0900 FAX 609-392-0040 -------------------------------------------------------------------------- GENESIS/MULTICARE BANKRUPTCY NEWS is published by Bankruptcy Creditors' Service, Inc., 24 Perdicaris Place, Trenton, New Jersey 08618, on an ad hoc basis (generally every 10 to 20 days) as significant activity occurs in the Debtors' cases. Each issue is prepared by Peter A. Chapman, Editor. The subscription rate is US$45 per issue. Reproduction and redistribution of GENESIS/MULTICARE BANKRUPTCY NEWS by any means is strictly prohibited without the permission of the publisher.. ========================================================================== IN THIS ISSUE ------------- [00000] HOW TO ORDER A SUBSCRIPTION TO GENESIS/MULTICARE BANKRUPTCY NEWS [00001] BACKGROUND & DESCRIPTION OF GENESIS HEALTH & MULTICARE [00002] COMPANY'S CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2000 [00003] GENESIS' PRESS RELEASE CONCERNING CHAPTER 11 FILING [00004] MULTICARE'S PRESS RELEASE CONCERNING CHAPTER 11 FILING [00005] GENESIS HEALTH DEBTORS' CHAPTER 11 DATABASE [00006] MULTICARE DEBTORS' CHAPTER 11 DATABASE [00007] LIST OF GENESIS' 20 LARGEST BANK, BOND & OTHER UNSECURED CREDITORS [00008] LIST OF MULTICARE'S 20 LARGEST UNSECURED TRADE & TAX CREDITORS [00009] GENESIS' MOTION FOR APPROVAL OF $250,000,000 DIP FINANCING PACT [00010] ELDERTRUST BRACES FOR FALLOUT FROM GENESIS/MULTICARE FILINGS KEY DATE CALENDAR ----------------- 06/22/00 Voluntary Petition Date 07/07/00 Deadline for filing Schedules of Assets and Liabilities 07/07/00 Deadline for filing Statement of Financial Affairs 07/07/00 Deadline for filing List of Leases and Executory Contracts 07/12/00 Deadline to provide Utility Companies with adequate assurance 08/21/00 Deadline to assume or reject leases and executory contracts 09/20/00 Deadline for removal of actions pursuant to F.R.B.P. 9027 09/30/00 Genesis to Supply DIP Lenders with 2000-2001 Operating Plan 10/20/00 Expiration of Debtors' Exclusive Period to propose a Plan 12/19/00 Expiration of Debtors' Exclusive Solicitation Period 12/31/00 Genesis to Supply DIP Lenders with 2001-2003 Financial Forecast 12/22/01 Expiration of Genesis DIP Financing Facility 06/22/02 Deadline for Debtors' Commencement of Avoidance Actions Organizational Meeting with UST to form Official Committees Bar Date for filing Proofs of Claim against Genesis Debtors Bar Date for filing Proofs of Claim against MultiCare Debtors First Meeting of Genesis Creditors Under 11 U.S.C. Sec. 341(a) First Meeting of MultiCare Creditors Under 11 U.S.C. Sec. 341(a) Expiration of MultiCare DIP Financing Facility REFERENCE NOTES --------------- "Genesis" refers to Genesis Health Ventures, Inc., and its debtor- affiliates, Bankruptcy Case Nos. 00-02691 through 00-02842, inclusive. "MultiCare" refers to The MultiCare Companies, Inc., and its debtor- affiliates, Bankruptcy Case Nos. 00-02494 through 00-02690, inclusive. Genesis Health Ventures, Inc., owns 43.6% of Genesis ElderCare Corp., which is the parent company of The MultiCare Companies, Inc. Genesis ElderCare Network Services, Inc., referred to as "GENS," manages MultiCare. -------------------------------------------------------------------------- [00000] HOW TO ORDER A SUBSCRIPTION TO GENESIS/MULTICARE BANKRUPTCY NEWS -------------------------------------------------------------------------- GENESIS/MULTICARE BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail or facsimile transmission. 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Name: ---------------------------------------------- Firm: ---------------------------------------------- Address: ---------------------------------------------- ---------------------------------------------- Phone: ---------------------------------------------- Fax: ---------------------------------------------- E-Mail: ---------------------------------------------- -------------------------------------------------------------------------- [00001] BACKGROUND & DESCRIPTION OF GENESIS HEALTH & MULTICARE -------------------------------------------------------------------------- Genesis Health Ventures, Inc. MultiCare, Inc. 101 E. State St. Kennett Square, PA 19348 Phone: 610-444-6350 Fax: 610-925-4100 http://www.ghv.com "In the beginning there was profit in elder care," Hoovers quips in describing these leading providers of healthcare and support services to the elderly. The Companies' businesses are based on a model of delivering cost-effective, outcome-oriented, basic healthcare and specialty medical services through a system of integrated healthcare networks. The Genesis ElderCare Networks serve more than 200,000 patients, including approximately 38,000 residents in ElderCare facilities, in five regional markets: * New England (Massachusetts/Connecticut/New Hampshire/Vermont/Rhode Island) * Mid-Atlantic (Greater Philadelphia/Delaware Valley) * Chesapeake (Southern Delaware/Eastern Maryland/Baltimore/Washington) * Southern (Central Florida) * Allegheny (West Virginia/Western Pennsylvania/Ohio/Illinois/Wisconsin) Genesis believes that it is the largest operator of nursing center beds in New Hampshire, Massachusetts, New Jersey, Pennsylvania, Maryland, and West Virginia. The Genesis ElderCare Network is comprised of 311 ElderCare facilities, of which 141 are MultiCare facilities, with approximately 38,000 beds, of which 15,300 are MultiCare beds, 22 medical supply distribution centers serving over 1,000 healthcare facilities with over 80,000 beds, an integrated NeighborCare pharmacy operation, including 61 long-term care pharmacies serving approximately 244,000 institutional beds (over 90% of which are in non-affiliated healthcare providers), 33 community-based pharmacies, infusion therapy services, and certified rehabilitation agencies providing services through over 600 contracts. The Companies also provide diagnostic, management, home care, physician, adult day care, staffing, transportation and hospitality services in selected markets and operate a group-purchasing organization. The Genesis ElderCare Networks focus on the central medical and physical issues facing the more medically demanding elderly. By integrating the talents of physicians with case management, comprehensive discharge planning, and, where necessary, home support services, Genesis believes it provides cost-effective care' management to achieve superior outcomes and return patients to their communities. Genesis believes that its orientation toward achieving improved patient outcomes has resulted in increased utilization of specialty medical services, high occupancy of available beds, enhanced quality payor mix, and a broader base of repeat patients. ElderCare centers provide three levels of care for their patients: skilled, intermediate, and personal. Skilled care involves the professional services of a registered nurse on a 24-hour basis; intermediate care is less intensive nursing care; and personal care provides for the needs of patients requiring minimal supervision and assistance. Each ElderCare center is supervised by a licensed healthcare administrator and employs a medical director to supervise the delivery of healthcare services to residents and a director of nursing to supervise the nursing staff. Genesis maintains a corporate quality assurance program to enhance the standard of care provided in each center and monitor regulatory compliance. In certain of its ElderCare centers, Genesis operates "Genesis ElderCare Focus" programs which are dedicated to meeting the special medical, emotional, and psychological needs of Alzheimer's patients. Developed in conjunction with the Dementia Research Clinic at The Johns Hopkins University School of Medicine, these programs provide an environment that is designed to assist those with cognitive loss. The NeighborCare subsidiaries provide pharmacy and medical supply services to the ElderCare centers and to independent healthcare providers. These services include provision of prescription and nonprescription pharmaceuticals, infusion therapy and medical supplies and equipment. The pharmacy services provided in these settings are tailored to meet institutional customer needs, and include highly specialized packaging and dispensing systems, computerized medical records processing and 24-hour emergency services. Genesis provides these services through 61 institutional pharmacies and 22 distribution centers located in its various market areas. In addition, Genesis operates 33 community-based pharmacies which are located in or near medical centers, hospitals, and physician office complexes. Through their pharmacy and medical supply service businesses, the Companies service over 10% of all eldercare beds in the United States. The community-based pharmacies provide prescription and over-the-counter medications and certain medical supplies, as well as personal service and consultation, by licensed professional pharmacists. Approximately 9l% of the sales attributable to all pharmacy operations in fiscal 1999 were generated through external contracts with independent healthcare providers with the balance attributable to centers owned or leased by Genesis and MultiCare. Genesis and MultiCare provide an extensive range of rehabilitation therapy services, including speech pathology, physical therapy and occupational therapy, through six certified rehabilitation agencies in all five of its regional market concentrations. These services are provided by approximately 2,600 licensed rehabilitation therapists and assistants to substantially all of the ElderCare centers, as well as by contract to healthcare facilities operated by others. Genesis and MultiCare employ or have consulting arrangements with approximately 112 physicians, physician assistants, and nurse practitioners who are primarily involved in designing and administering clinical programs and directing patient care, in addition to an array of other specialty medical services in certain parts of its ElderCare networks, including portable x-ray and other diagnostic services, home healthcare services, and hospitality services such as dietary, housekeeping, laundry, plant operations, and facilities management. Genesis provides management services to 208 eldercare centers, including 141 Multicare facilities, pursuant to management agreements that provide generally for day-to-day responsibility for the operation and management of these centers. In turn, Genesis receives management fees, depending on the agreement, computed as either an overall fixed fee, or a percentage of net revenues of the center plus an incentive fee from MultiCare. The various management agreements, including option periods, terminate between 2000 and 2017. The Tidewater Healthcare Shared Services Group, Inc., is one of the largest group purchasing companies serving the long term care industry. Tidewater provides purchasing and shared service programs specially designed to meet the needs of ElderCare centers and other long-term care facilities. Tidewater's services are contracted to approximately 2,750 members with over 271,500 beds in 44 states and the District of Columbia. "The financial difficulties forced by HCFA's unprecedented and unexpected cuts to Medicare reimbursement rates have brought many companies into bankruptcy," Michael R. Walker, Genesis' Chairman and Chief Executive Officer, observed last week, while expressing his confidence that "Genesis will emerge from bankruptcy a stronger company." -------------------------------------------------------------------------- [00002] COMPANY'S CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2000 -------------------------------------------------------------------------- Genesis Health Ventures, Inc. and Subsidiaries Unaudited Condensed Consolidated Balance Sheets As of March 31, 2000 Assets Current assets: Cash and equivalents $ 50,855,000 Investments in marketable securities 30,009,000 Accounts receivable, net 471,142,000 Inventory 59,428,000 Prepaid expenses and other current assets 59,532,000 --------------- Total current assets 670,966,000 --------------- Property, plant, and equipment, net 1,215,853,000 Notes receivable and other investments 43,948,000 Other long-term assets 146,803,000 Investments in unconsolidated affiliates 21,151,000 Goodwill and other intangibles, net 1,438,351,000 --------------- Total assets $ 3,537,072,000 =============== Liabilities and Shareholders' Equity Current liabilities: Current installments of long-term debt $ 2,191,664,000 Accounts payable and accrued expenses 298,806,000 --------------- Total current liabilities 2,490,470,000 --------------- Long-term debt 158,165,000 Deferred income taxes 67,633,000 Deferred gain and other long-term liabilities 88,858,000 Minority interest 169,976,000 Redeemable preferred stock 429,793,000 Shareholders' equity: Series G Cumulative Convertible Preferred 748,000 Additional paid-in capital 803,426,000 Accumulated deficit (670,735,000) Accumulated other comprehensive loss (1,025,000) Treasury stock, at cost (243,000) --------------- Total shareholders' equity 132,177,000 --------------- Total liabilities and shareholders' equity $ 3,537,072,000 =============== -------------------------------------------------------------------------- [00003] GENESIS' PRESS RELEASE CONCERNING CHAPTER 11 FILING -------------------------------------------------------------------------- GENESIS HEALTH VENTURES FILES VOLUNTARY PETITION FOR BANKRUPTCY PROTECTION Receives Commitment for up to $250 Million in DIP Financing KENNETT SQUARE, Pennsylvania -- June 22, 2000 -- Genesis Health Ventures (NYSE:GHV) today filed voluntary petitions with the U.S. Bankruptcy Court in Delaware to reorganize its capital structure under Chapter 11 of the U.S. Bankruptcy Code. The company elected to seek court protection in order to facilitate efforts to restructure capital obligations in the wake of drastic, unanticipated cuts in Federal payment systems that reimburse the company for skilled nursing care and ancillary services. To ensure that the company has the short-term working capital necessary to provide care and services to its customers, Genesis obtained a commitment for up to $250 million in debtor in possession ("DIP") financing with a lender group led by Mellon Bank. Genesis has requested the Court's permission to access the DIP financing to fund normal business operations and other cash needs during the Chapter 11 case. "Deep cuts in Medicare reimbursements, which far exceeded all government forecasts coupled with chronic underfunding of Medicaid reimbursements, have severely impacted Genesis' ability to service our current capital structure," said chairman and chief executive officer, Michael R. Walker. "Chapter 11 protection ensures that employees can focus their attention on serving our customers while we restructure." Due to debt repayment obligations, the company has been in negotiations with its senior bank debt holders since March 21. The company believes that Court protection afforded by Chapter 11 will enable it to develop a plan of reorganization with the goal of emerging from the case in a healthier financial position. Genesis also announced today that it is making arrangements to have its stock traded as an over-the counter (OTC) equity security on the OTC bulletin board (OTCBB) and anticipates trading under the ticker symbol GHVIQ. In a separate action, The Multicare Companies, Inc. also filed for Chapter 11 protection in Delaware this morning. Multicare -- a corporation principally owned by Genesis (43.6%) -- owns and manages skilled nursing and assisted living facilities. Multicare's 141 owned and managed facilities are operated by Genesis ElderCare. Customers, vendors and investors with questions about the filings can get more information on the Genesis web site at www.ghv.com or by calling 1-888-295-8621. Genesis Health Ventures (NYSE:GHV) provides eldercare in the eastern U.S. through a network of 311 Genesis ElderCare skilled nursing and assisted living centers plus long term care support services nationwide including pharmacy, medical equipment and supplies, rehabilitation, group purchasing, consulting and facility management. -------------------------------------------------------------------------- [00004] MULTICARE'S PRESS RELEASE CONCERNING CHAPTER 11 FILING -------------------------------------------------------------------------- MULTICARE FILES VOLUNTARY PETITION FOR BANKRUPTCY PROTECTION Receives Commitment for up to $50 million in DIP Financing KENNETT SQUARE, Pennsylvania -- June 22, 2000 -- The Multicare Companies, Inc. and certain affiliates today filed voluntary petitions with the U.S. Bankruptcy Court in Delaware to reorganize its capital structure under Chapter 11 of the U.S. Bankruptcy Code. The company elected to seek court protection in order to facilitate efforts to restructure capital obligations in the wake of drastic, unanticipated cuts in Federal payment systems that reimburse the company for skilled nursing care and ancillary services. To ensure that the company has the short-term working capital necessary to provide care and services to residing customers, Multicare obtained a commitment for up to $50 million in debtor in possession ("DIP") financing with a lender group led by Mellon Bank. The company has requested the Court's permission to access the DIP financing to fund normal business operations and other cash needs during the Chapter 11 case. "Deep cuts in Medicare reimbursements, which far exceeded all government forecasts coupled with chronic underfunding of Medicaid reimbursements, have severely impacted Multicare's ability to service our current capital structure," said chairman and chief executive officer, Michael R. Walker. "Chapter 11 protection ensures that employees can focus their attention on serving our customers while we restructure our long-term debt." Due to debt repayment obligations, the company has been in negotiations with its senior bank lenders and subordinated debt holders since March 21. The company believes that Court protection afforded by Chapter 11 will enable it to develop a plan of reorganization with the goal of emerging from the case in a healthier financial position. In a separate action, Genesis Health Ventures (NYSE:GHV), 43.6% owner of Multicare, also filed for Chapter 11 protection in Delaware this morning. The Multicare Companies, Inc. -- a corporation principally owned by Genesis -- owns and manages skilled nursing and assisted living facilities in the eastern and midwestern U.S. Multicare's 141 owned and managed facilities are operated by Genesis ElderCare. -------------------------------------------------------------------------- [00005] GENESIS HEALTH DEBTORS' CHAPTER 11 DATABASE -------------------------------------------------------------------------- Lead Debtor: Genesis Health Ventures, Inc. 101 East State Street Kennett Square, PA 19348 Lead Case No.: 00-02692 Chapter 11 Petition Date: June 22, 2000 Case No. Debtor-Affiliate -------- ---------------- 00-02691 GENESIS HEALTH SERVICES CORPORATION 00-02693 ASCO HEALTHCARE OF NEW ENGLAND, LIMITED PARTNERSHIP 00-02694 BREVARD MERIDIAN LIMITED PARTNERSHIP 00-02695 CARE4, L.P. 00-02696 CATONSVILLE MERIDIAN LIMITED PARTNERSHIP 00-02697 EASTON MERIDIAN LIMITED PARTNERSHIP 00-02698 EDELLA STREET ASSOCIATES 00-02699 GENESIS-GEORGETOWN SNF/JV, LIMITED LIABILITY COMPANY 00-02700 GENESIS ELDERCARE EMPLOYMENT SERVICES, LLC 00-02701 GENESIS HEALTH VENTURES OF WEST VIRGINIA, LIMITED PA 00-02702 GENESIS PROPERTIES LIMITED PARTNERSHIP 00-02703 GENESIS PROPERTIES OF DELAWARE LTD. PARTNERSHIP, LP 00-02704 GREENSPRING MERIDIAN LIMITED PARTNERSHIP 00-02705 HALLMARK HEALTHCARE LIMITED PARTNERRSHIP 00-02706 HAMMONDS LANE MERIDIAN LIMITED PARTNERSHIP 00-02707 MAIN STREET PHARMACY, L.L.C. 00-02708 MCKERLEY HEALTH CARE CENTER-CONCORD LIMITED PARTNERS 00-02709 MCKERLEY HEALTH FACILITIES 00-02710 MERIDIAN EDGEWOOD LIMITED PARTNERSHIP 00-02711 MERIDIAN PERRING LIMITED PARTNERSHIP 00-02712 MERIDIAN VALLEY LIMITED PARTNERSHIP 00-02713 MERIDIAN VALLEY VIEW LIMITED PARTNERSHIP 00-02714 MERIDIAN/CONSTELLATION LIMITED PARTNERSHIP 00-02715 MILLVILLE MERIDIAN LIMITED PARTNERSHIP 00-02716 NORRISTOWN NURSING AND REHABILITATION CENTER ASSOCIA 00-02717 NORTH CAPE CONVALESCENT CENTER ASSOCIATES, L.P. 00-02718 NORTHWEST TOTAL CARE CENTER ASSOCIATES, L.P. 00-02719 PHILADELPHIA AVENUE ASSOCIATES 00-02720 RESPIRATORY HEALTH SERVICES, LLC 00-02721 RIVER RIDGE PARTNERSHIP 00-02722 RIVER STREET ASSOCIATES 00-02723 SEMINOLE MERIDIAN LIMITED PARTNERSHIP 00-02724 STATE STREET ASSOCIATES, L.P. 00-02725 THERAPY CARE SYSTEMS, LP 00-02726 VOLUSIA MERIDIAN LIMITED PARTNERSHIP 00-02727 ACCUMED, INC. 00-02728 ASCO HEALTHCARE, INC. 00-02729 ASCO HEALTHCARE OF NEW ENGLAND, INC. 00-02730 BRINTON MANOR, INC. 00-02731 BURLINGTON WOODS CONVALESCENT CENTER, INC. 00-02732 CARECARD, INC. 00-02733 CAREFLEET, INC.. 00-02734 CHELTENHAM LTC MANAGEMENT, INC. 00-02735 COMPASS HEALTH SERVICES, INC. 00-02736 CONCORD HEALTHCARE CORPORATION 00-02737 CONCORD PHARMACY SERVICES, INC. 00-02738 CRESTVIEW CONVALESCENT HOME, INC. 00-02739 CRESTVIEW NORTH, INC. 00-02740 CRYSTAL CITY NURSING CENTER, INC. 00-02741 DELCO APOTHECARY, INC. 00-02742 DERBY NURSING CENTER CORPORATION 00-02743 DIANE MORGAN AND ASSOCIATES, INC. 00-02744 DOVER HEALTHCARE ASSOCIATES, INC. 00-02745 EASTERN MEDICAL SUPPLIES, INC. 00-02746 EASTERN REHAB SERVICES, INC. 00-02747 EIDOS, INC. 00-02748 ENCARE OF MASSACHUSETTS, INC. 00-02749 GENESIS ELDERCARE ADULT DAY HEALTH SERVICES, INC. 00-02750 GENESIS ELDERCARE DIAGNOSTIC SERVICES, INC. 00-02751 GENESIS ELDERCARE HOME CARE SERVICES, INC. 00-02752 GENESIS ELDERCARE HOME HEALTH SERVICES-SOUTHERN, INC 00-02753 GENESIS ELDERCARE HOSPITALITY SERVICES, INC. 00-02754 GENESIS ELDERCARE MANAGEMENT SERVICES, INC. 00-02755 GENESIS ELDERCARE NETWORK SERVICES, INC. 00-02756 GENESIS ELDERCARE NATIONAL CENTERS, INC. 00-02757 GENESIS ELDERCARE NETWORK SERVICES OF MASSACHUSETTS, 00-02758 GENESIS ELDERCARE PHYSICIAN SERVICES, INC. 00-02759 GENESIS ELDERCARE PROPERTIES, INC. 00-02760 GENESIS ELDERCARE REHABILITATION MANAGEMENT SERVICES 00-02761 GENESIS ELDERCARE REHABILITATION SERVICES, INC. 00-02762 GENESIS ELDERCARE STAFFING SERVICES, INC. 00-02763 GENESIS ELDERCARE TRANSPORTATION SERVICES, INC. 00-02764 GENESIS HEALTH VENTURES OF ARLINGTON, INC. 00-02765 GENESIS HEALTH VENTURES OF BLOOMFIELD, INC. 00-02766 GENESIS HEALTH VENTURES OF CLARKS SUMMIT, INC. 00-02767 GENESIS HEALTH VENTURES OF INDIANA, INC. 00-02768 GENESIS HEALTH VENTURES OF LANHAM, INC. 00-02769 GENESIS HEALTH VENTURES OF MASSACHUSETTS, INC. 00-02770 GENESIS HEALTH VENTURES OF NAUGATUCK, INC. 00-02771 GENESIS HEALTH VENTURES OF NEW GARDEN, INC. 00-02772 GENESIS HEALTH VENTURES OF POINT PLEASANT, INC. 00-02773 GENESIS HEALTH VENTURES OF WAYNE, INC. 00-02774 GENESIS HEALTH VENTURES OF WEST VIRGINIA, INC. 00-02775 GENESIS HEALTH VENTURES OF WILKES-BARRE, INC. 00-02776 GENESIS HEALTH VENTURES OF WINDSOR, INC. 00-02777 GENESIS HEALTHCARE CENTERS HOLDINGS, INC. 00-02778 GENESIS HOLDINGS, INC. 00-02779 GENESIS IMMEDIATE MED CENTER, INC. 00-02780 GENESIS PROPERTIES OF DELAWARE CORPORATION 00-02781 GENESIS SELECTCARE CORP. 00-02782 GERIATRIC & MEDICAL COMPANIES, INC. 00-02783 GERIATRIC AND MEDICAL SERVICES, INC. 00-02784 GERIATRIC AND MEDICAL INVESTMENTS CORPORATION 00-02785 GERIMED CORP. 00-02786 GMC LEASING CORPORATION 00-02787 GMC MEDICAL CONSULTING SERVICES, INC. 00-02788 GMS MANAGEMENT-TUCKER, INC. 00-02789 GMS MANAGEMENT, INC. 00-02790 GOVERNOR'S HOUSE NURSING HOME, INC. 00-02791 HEALTH CONCEPTS AND SERVICES, INC. 00-02792 HEALTHOBJECTS CORPORATION 00-02793 HILLTOP HEALTH CARE CENTER, INC. 00-02794 HORIZON MEDICAL EQUIPMENT AND SUPPLY, INC. 00-02795 INNOVATIVE HEALTH CARE MARKETING, INC. 00-02796 INNOVATIVE PHARMACY SERVICES, INC. 00-02797 INSTITUTIONAL HEALTH CARE SERVICES, INC. 00-02798 KEYSTONE NURSING HOME, INC.. 00-02799 KNOLLWOOD MANOR, INC. 00-02800 KNOLLWOOD NURSING HOME, INC. 00-02801 LIFE SUPPORT MEDICAL EQUIPMENT, INC. 00-02802 LIFE SUPPORT MEDICAL, INC. 00-02803 LINCOLN NURSING HOME, INC. 00-02804 MANOR MANAGEMENT CORP. OF GEORGIAN MANOR, INC. 00-02805 MCKERLEY HEALTH CARE CENTERS, INC. 00-02806 MEDICAL SERVICES GROUP, INC. 00-02807 MERIDIAN HEALTH, INC. 00-02808 MERIDIAN HEALTHCARE, INC. 00-02809 METRO PHARMACEUTICALS, INC. 00-02810 NATIONAL PHARMACY SERVICE, INC. 00-02811 NEIGHBORCARE INFUSION SERVICES, INC. 00-02812 NEIGHBORCARE-MEDISCO, INC. 00-02813 NEIGHBORCARE OF NORTHERN CALIFORNIA, INC. 00-02814 NEIGHBORCARE OF OKLAHOMA, INC. 00-02815 NEIGHBORCARE OF VIRGINIA, INC. 00-02816 NEIGHBORCARE OF WISCONSIN, INC. 00-02817 NEIGHBORCARE PHARMACIES, INC. 00-02818 NEIGHBORCARE PHARMACY SERVICES, INC. 00-02819 NEIGHBORCARE-ORCA, INC. 00-02820 NEIGHBORCARE-TCI, INC. 00-02821 NETWORK AMBULANCE SERVICES, INC. 00-02822 OAK HILL HEALTH CARE CENTER, INC. 00-02823 PHARMACY EQUITIES, INC. 00-02824 PHILADELPHIA AVENUE CORPORATION 00-02825 PROFESSIONAL PHARMACY SERVICES, INC. 00-02826 PROSPECT PARK LTC MANAGEMENT, INC. 00-02827 STATE STREET ASSOCIATES, INC. 00-02828 SUBURBAN MEDICAL SERVICES, INC. 00-02829 THE TIDEWATER HEALTHCARE SHARED SERVICES GROUP, INC. 00-02830 THERAPY CARE, INC. 00-02831 TRANSPORT SERVICES, INC. 00-02832 UNITED HEALTH CARE SERVICES, INC. 00-02833 VALLEY MEDICAL SERVICES, INC. 00-02834 VALLEY TRANSPORT AMBULANCE SERVICE, INC. 00-02835 VERSALINK, INC. 00-02836 VILLAS REALTY & INVESTMENTS, INC. 00-02837 WALNUT LTC MANAGEMENT, INC. 00-02838 WAYSIDE NURSING HOME, INC. 00-02839 WEISENFLUH AMBULANCE SERVICE, INC. 00-02840 WEST PHILA. LTC MANAGEMENT, INC. 00-02841 WYNCOTE HEALTHCARE CORP. 00-02842 York LTC Management, Inc. Court: United States Bankruptcy Court District of Delaware Marine Midland Plaza Building 824 Market Street Wilmington, Delaware 19801 Circuit: Third Debtors' Lead Counsel: Michael F. Walsh, Esq. Gary T. Holtzer, Esq. Paul D. Leake, Esq. Michele J. Meises, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Telephone 212-310-8000 Fax 212-310-8007 Debtors' Local Counsel: Mark D. Collins, Esq. Richards, Layton & Finger, P.A. One Rodney Square P.O. Box 551 Wilmington, DE 19899 Telephone 302-658-6541 Debtors' Financial Advisors: Merrill Lynch World Financial Center North Tower 250 Vesey Street New York, NY 10281 Debtors' Accountants: KPMG LLP 345 Park Avenue New York, NY 10154 Claims Agent: Poorman-Douglas Corp. 10300 Southwest Allen Blvd. Beaverton, OR 97005 U.S. Trustee: John D. "Jack" McLaughlin, Esq. Office of the United States Trustee Curtis Center, 9th Floor West 901 Walnut Street Philadelphia, PA 19106 (215) 597-4411 Reported Financial Condition at March 31, 2000: Total Assets: $ 2,461,000,000 Total Debts: $ 2,333,000,000 -------------------------------------------------------------------------- [00006] MULTICARE DEBTORS' CHAPTER 11 DATABASE -------------------------------------------------------------------------- Lead Debtor: Multicare AMC, Inc. 101 East State Street Kennett Square, PA 19348 Lead Bankruptcy Case Number: 00-02494 Chapter 11 Petition Date: June 22, 2000 Case No. Debtor Affiliate -------- ----------------- 00-02495 ADS HINGHAM LIMITED PARTNERSHIP 00-02496 ADS PALM CHELMSFORD, INC. 00-02497 ADS RESERVOIR WALTHAM, INC. 00-02498 ARCADIA ASSOCIATES 00-02499 HEALTH RESOURCES OF LAKEVIEW, L.L.C. 00-02500 CARE HAVEN ASSOCIATES LIMITED PARTNERSHIP 00-02501 CUMBERLAND ASSOCIATES OF RHODE ISLAND, L.P. 00-02502 GLENMARK LIMITED LIABILITY COMPANY I 00-02503 GLENMARK PROPERTIES I, LIMITED PARTNERSHIP 00-02504 GROTON ASSOCIATES OF CONNECTICUT, L.P. 00-02505 HEALTH RESOURCES OF BRIDGETON, L.L.C. 00-02506 HEALTH RESOURCES OF CINNAMINSON, L.L.C. 00-02507 HEALTH RESOURCES OF CRANBURY, L.L.C. 00-02508 HEALTH RESOURCES OF ENGLEWOOD, L.L.C. 00-02509 HEALTH RESOURCES OF EWING, L.L.C. 00-02510 HEALTH RESOURCES OF FAIR LAWN, L.L.C. 00-02511 HEALTH RESOURCES OF JACKSON, L.L.C. 00-02512 HEALTH RESOURCES OF WEST ORANGE, L.L.C. 00-02513 HOLLY MANOR ASSOCIATES OF NEW JERSEY, L.P. 00-02514 MARKGLEN, INC. 00-02515 MERCERVILLE ASSOCIATES OF NEW JERSEY, L.P. 00-02516 MIDDLETOWN (RI) ASSOCIATES OF RHODE ISLAND, L.P. 00-02517 POINT PLEASANT HAVEN LIMITED PARTNERSHIP 00-02518 RALEIGH MANOR LIMITED PARTNERSHIP 00-02519 ROEPHEL CONVALESCENT CENTER, L.L.C. 00-02520 ROMNEY HEALTH CARE CENTER, LTD., LIMITED PARTNERSHIP 00-02521 SISTERVILLE HAVEN LIMITED PARTNERSHIP 00-02522 TEAYS VALLEY HAVEN LIMITED PARTNERSHIP 00-02523 THE STRAUS GROUP-HOPKINS HOUSE LIMITED PARTNERSHIP 00-02524 THE STRAUS GROUP-OLD BRIDGE, L.P. 00-02525 THE STRAUS GROUP-QUAKERTOWN MANOR, LP 00-02526 THE STRAUS GROUP-RIDGEWOOD, L.P. 00-02527 TOTAL REHABILITATION CENTER, L.L.C. 00-02528 WALLINGFORD ASSOCIATES OF CONNECTICUT, L.P. 00-02529 WARWICK ASSOCIATES OF RHODE ISLAND, L.P. 00-02530 ACADEMY NURSING HOME, INC. 00-02531 ADS CONSULTING, INC. 00-02532 ADS HINGHAM ALF, INC. 00-02533 ADS HOME HEALTH, INC. 00-02534 ADS VILLAGE MANOR, INC. 00-02535 ANR, INC. 00-02536 APPLEWOOD HEALTH RESOURCES, INC. 00-02537 ASL, INC. 00-02538 AUTOMATED PROFESSIONAL ACCOUNTS, INC. 00-02539 BERKS NURSING HOME, INC. 00-02540 BETHEL HEALTH RESOURCES, INC. 00-02541 BREYUT CONVALESCENT CENTER, INC. 00-02542 BRIGHTWOOD PROPERTY, INC. 00-02543 CENTURY CARE CONSTRUCTION, INC. 00-02544 CENTURY CARE MANAGEMENT, INC. 00-02545 CHATEAU VILLAGE HEALTH RESOURCES, INC. 00-02546 CHG INVESTMENT CORP., INC. 00-02547 CHNR - 1, INC. 00-02548 COLONIAL HALL HEALTH RESOURCES, INC. 00-02549 COLONIAL HOUSE HEALTH RESOURCES, INC. 00-02550 CONCORD COMPANION CARE, INC. 00-02551 CONCORD HEALTHCARE SERVICES, INC. 00-02552 CONCORD HEALTH GROUP, INC. 00-02553 CONCORD HOME HEALTH, INC. 00-02554 CONCORD REHAB, INC. 00-02555 CONCORD SERVICES CORPORATION 00-02556 CVNR, INC. 00-02557 DAWN VIEW MANOR, INC. 00-02558 DELM NURSING, INC. 00-02559 ELDERCARE RESOURCES CORP. 00-02560 ELMWOOD HEALTH RESOURCES, INC. 00-02561 ENCARE OF MENDHAM, INC. 00-02562 ENCARE OF PENNYPACK, INC. 00-02563 ENR, INC. 00-02564 GENESIS ELDERCARE CORP. 00-02565 GLENMARK ASSOCIATES - DAWN VIEW MANOR, INC. 00-02566 GLENMARK PROPERTIES, INC. 00-02567 GMA-BRIGHTWOOD, INC. 00-02568 GMA-MADISON, INC. 00-02569 GMA CONSTRUCTION, INC. 00-02570 GMA UNIONTOWN, INC. 00-02571 HEALTH RESOURCES OF ACADEMY MANOR, INC. 00-02572 HEALTH RESOURCES OF BOARDMAN, INC. 00-02573 HEALTH RESOURCES OF BRIDGETON, INC. 00-02574 HEALTH RESOURCES OF BROOKLYN, INC. 00-02575 HEALTH RESOURCES OF CEDAR GROVE, INC. 00-02576 HEALTH RESOURCES OF CINNAMINSON, INC. 00-02577 HEALTH RESOURCES OF COLCHESTER, INC. 00-02578 HEALTH RESOURCES OF COLUMBUS, INC. 00-02579 HEALTH RESOURCES OF CRANBURY, INC. 00-02580 HEALTH RESOURCES OF ENGLEWOOD, INC. 00-02581 HEALTH RESOURCES OF EATONTOWN, INC. 00-02582 HEALTH RESOURCES OF EWING, INC. 00-02583 HEALTH RESOURCESW OF FARMINGTON, INC. 00-02584 HEALTH RESOURCES OF GARDNER, INC. 00-02585 HEALTH RESOURCES OF GLASTONBURY, INC. 00-02586 HEALTH RESOURCES OF JACKSON, INC. 00-02587 HEALTH RESOURCES OF KARAMENTA AND MADISON, INC. 00-02588 HEALTH RESOURCES OF LAKEVIEW, INC. 00-02589 HEALTH RESOURCES OF LEMONT, INC. 00-02590 HEALTH RESOURCES OF LYNN, INC. 00-02591 HEALTH RESOURCES OF MARCELLA, INC. 00-02592 HEALTH RESOURCES OF MONCLAIR, INC. 00-02593 HEALTH RESOURCES OF MORRISTOWN, INC. 00-02594 HEALTH RESOURCES OF NORFOLK, INC. 00-02595 HEALTH RESOURCES OF NORTH ANDOVER, INC. 00-02596 HEALTH RESOURCES OF NORWALK, INC. 00-02597 HEALTH RESOURCES OF PENNINGTON, INC. 00-02598 HEALTH RESOURCES OF RIDGEWOOD, INC. 00-02599 HEALTH RESOURCES OF ROCKVILLE, INC. 00-02600 HEALTH RESOURCES OF SOLOMON/BROOKLINE, INC. 00-02601 HEALTH RESOURCES OF SOUTH BRUNSWICK, INC. 00-02602 HEALTH RESOURCES OF TROY HILLS, INC. 00-02603 HEALTH RESOURCES OF VOORHEES, INC. 00-02604 HEALTH RESOURCES OF WESTWOOD, INC. 00-02605 HEALTHCARE REHAB SYSTEMS, INC. 00-02606 HELSTAT, INC. 00-02607 HMNH REALTY, INC. 00-02608 HCNA, INC. 00-02609 HORIZON MOBILE, INC. 00-02610 HORIZON REHABILITATION, INC. 00-02611 HR OF CHARLESTON, INC. 00-02612 HRWV HUNTINGTON, INC. 00-02613 LAKEWOOD HEALTH RESOURCES, INC. 00-02614 LAUREL HEALTH RESOURCES, INC. 00-02615 LEHIGH NURSING HOMES, INC. 00-02616 LRC HOLDING COMPANY 00-02617 LWNR, INC. 00-02618 MABRI CONVALESCENT CENTER, INC. 00-02619 MARSHFIELD HEALTH RESOURCES, INC. 00-02620 MHNR, INC. 00-02621 MNR, INC. 00-02622 MONTGOMERY NURSING HOMES, INC. 00-02623 MULTICARE HOME HEALTH OF ILLINOIS, INC. 00-02624 NORTHWESTERN MANAGEMENT SERVICES, INC. 00-02625 NURSING AND RETIREMENT CENTER OF ANDOVERS, INC. 00-02626 PHC OPERATING CORP. 00-02627 POCAHONTAS CONTINUOUS CARE CENTER, INC. 00-02628 POMPTON CARE, INC. 00-02629 PRESCOTT NURSING HOME, INC. 00-02630 PROGRESSIVE REHABILITATION CENTERS, INC. 00-02631 PROVIDENCE FUNDING CORPORATION 00-02632 PROVIDENCE HEALTH CARE, INC. 00-02633 PROVIDENCE MEDICAL, INC. 00-02634 REST RAVEN NURSING HOME, INC. 00-02635 RIDGELAND HEALTH RESOURCES, INC. 00-02636 RIVER PINES HEALTH RESOURCES, INC. 00-02637 RIVERSHORES HEALTH RESOURCES, INC. 00-02638 RLNR, INC. 00-02639 ROEPHEL CONVALESCENT CENTER, INC. 00-02640 ROSE HEALTH CARE, INC. 00-02641 ROSE VIEW MANOR, INC. 00-02642 ROXBOROUGH NURSING HOME, INC. 00-02643 RSNR, INC. 00-02644 S.T.B. INVESTORS, INC. 00-02645 SCHUYLKILL NURSING HOMES, INC. 00-02646 SCHUYLKILL PARTNERSHIP ACQUISITION CORP. 00-02647 SCOTCHWOOD MASS. HOLDING CO., INC. 00-02648 SENIOR LIVING VENTURES, INC. 00-02649 SENIOR SOURCE, INC. 00-02650 SNOW VALLEY HEALTH RESOURCES, INC. 00-02651 SVNR, INC. 00-02652 THE ADS GROUP 00-02653 THE ASSISTED LIVING ASSOCIATES OF BERKSHIRE, INC. 00-02654 THE ASSISTED LIVING ASSOCIATES OF LEHIGH, INC. 00-02655 THE ASSISTED LIVING ASSOCIATES OF SANATOGA, INC. 00-02656 THE ASSISTED LIVING ASSOCIATES OF WALL, INC. 00-02657 THE HOUSE OF CAMPBELL 00-02658 TMC ACQUISITION CORP. 00-02659 TRI STATE MOBILE MEDICAL SERVICES, INC. 00-02660 WESTFORD NURSING & RETIREMENT CENTER, L.P. 00-02661 WILLOW MANOR NURSING HOME, INC. 00-02662 POMPTON ASSOCIATES, L.P. 00-02663 POMPTON CARE, L.L.C. 00-02664 HEALTH RESOURCES OF RIDGEWOOD, L.L.C. 00-02665 HEALTH RESOURCES OF EMERY, L.L.C. 00-02666 ENCARE OF MENDHAM, L.L.C. 00-02667 BREYUT CONVALESCENT CENTER, L.L.C. 00-02668 ADS RECUPERATIVE CENTER LIMITED PARTNERSHIP 00-02669 WESTFORD NURSING & REHABILITATION CENTER, INC. 00-02670 RVNR, INC. 00-02671 HORIZON ASSOCIATES, INC. 00-02672 HEALTH RESOURCES OF WARWICK, INC. 00-02673 HEALTH RESOURCES OF WALLINGFORD, INC. 00-02674 HEALTH RESOURCES OF MIDDLETOWN (RI), INC. 00-02675 HEALTH RESOURCES OF GROTON, INC. 00-02676 HEALTH RESOURCES OF CUMBERLAND, INC. 00-02677 HEALTH RESOURCES OF ARCADIA, INC. 00-02678 ENCARE OF WYNCOTE, INC. 00-02679 ENCARE OF QUAKERTOWN, INC. 00-02680 ADS SENIOR HOUSING, INC. 00-02681 ADS RECUPERATIVE CENTER, INC. 00-02682 THE ADS HINGHAM NURSING FACILITY, INC. 00-02683 ADS APPLE VALLEY, INC. 00-02684 ADS MULTICARE, INC. 00-02685 GLENMARK ASSOCIATES, INC. 00-02686 GMA PARTNERSHIP HOLDING COMPANY, INC. 00-02687 STAFFORD CONVALESCENT CENTER, INC. 00-02688 THE MULTICARE COMPANIES, INC. 00-02689 NORTH MADISON, INC. 00-02690 ADS Apple Valley Limited Partnership Court: United States Bankruptcy Court District of Delaware Marine Midland Plaza Building 824 Market Street Wilmington, Delaware 19801 Circuit: Third Debtors' Lead Counsel: Myron Trepper, Esq. Marc Abrams, Esq. Wilkie, Farr & Gallagher 787 Seventh Avenue New York, NY 10019 Telephone (212) 728-8000 Debtors' Local Counsel: James L. Patton, Esq. Young, Conaway, Stargatt & Taylor, LLP 11th Floor, Rodney Square North P.O. Box 391 Wilmington, DE 19899 Telephone (302) 571-6684 Debtors' Financial Advisors: Donaldson, Lufkin & Jenrette 277 Park Avenue New York, NY 10172 and Donaldson, Lufkin & Jenrette 2121 Avenue of the Stars Los Angeles, CA 90067 Debtors' Accountants: KPMG LLP 345 Park Avenue New York, NY 10154 Claims Agent: Poorman-Douglas Corp. 10300 Southwest Allen Blvd. Beaverton, OR 97005 U.S. Trustee: John D. "Jack" McLaughlin, Esq. Office of the United States Trustee Curtis Center, 9th Floor West 901 Walnut Street Philadelphia, PA 19106 (215) 597-4411 Reported Financial Condition at March 31, 2000: Total Assets: $ 1,247,344,000 Total Debts: $ 947,243,000 -------------------------------------------------------------------------- [00007] LIST OF GENESIS' 20 LARGEST BANK, BOND & OTHER UNSECURED CREDITORS -------------------------------------------------------------------------- HOLDERS OF THE 20 LARGEST CLAIMS UNDER THE SENIOR CREDIT FACILITY Goldman Sachs & Co. $84,047,868 Bank of America 67,702,002 Bankers Trust Company 62,550,160 Mellon Bank, N.A. 62,525,279 First Union National Bank 56,869,631 Citibank, N.A. 41,617,791 Deutsche Bank AG 40,938,999 Franklin Mutual Advisers 40,543,009 The Bank of Nova Scotia 37,750,330 Rabobank Nederland 34,931,548 Toronto Dominion Securities 29,925,895 Van Kampen -- Prime Rate Income 27,925,895 Credit Lyonnais 25,165,906 Chase Securities, Inc. 21,588,566 KeyBank National Assoc. 20,828,553 ABN AMRO Asset Recovery North America 20,469,599 Bank One 19,332,228 Bank of Tokyo-Mitsubishi Trust Co. 17,416,969 Silver Oak Capital LLP (Angelo Gordon & Co.) 16,145,394 Provident Bank of Maryland 15,253,125 LARGEST BOND-RELATED CLAIMS Indenture Trustee Issue Claim Amount ----------------- ----- ------------ First Union Trust Company 9.25% Sr. Sub. 2006 $133,318,576 The Bank of New York 9.875% Sr. Sub. 2009 130,280,382 First Union Trust Company 9.75% Sr. Sub. 2005 125,980,000 First Union Trust Company 9.25% First Mortgage 19,906,003 Bankers Trust Company N.J. Econ. Dev. Auth. 5,560,645 First Union Trust Company First Mortg. Rev. Bonds 3,560,891 First Union National Bank First Mortg. Rev. Ref. 2,781,868 First Union National Bank First Mortg. Rev. Ref. 2,258,478 HSBC Bank USA 9.375% Grancare Sr. Sub. 1,629,313 Pennsylvania Ind. Dev. Auth. Industrial Development 1,600,000 Pennsylvania Ind. Dev. Auth. Industrial Development 1,050,000 20 LARGEST HOLDERS OF UNSECURED TRADE AND OTHER CLAIMS Creditor Nature of Claim Claim Amount -------- --------------- ------------ Independence Blue Cross 1901 Market Street Philadelphia, PA 19103-1480 Joseph Nolan Tel:(215) 241-2400 Trade Debt $ 11,539,117 Michael & Jessica Bronfein 4 Bella Chase Court Baltimore, MD 21208 Promissory Tel:(410) 347-2910 Notes $ 4,148,605 Free State Health Plan, Inc. 100 S. Charles St. Tower II Baltimore, MD 21201 Kevin O'Neill Tel:(410) 528-7092 Trade Debt $ 1,991,625 JSM Company 3061 Island Ave. Philadelphia, PA 19153 Jim Gibson Tel:(215) 492-1256 Trade Debt $ 1,300,000 Newton Partners, LP 903 West Brow Rd. Lookout Mountain, TN 37350 O Stuart Brown Promissory Tel:(423) 821-2429 Notes $ 1,016,329 O Stuart Brown 903 West Brow Rd. Lookout Mountain, TN 37350 Promissory Tel:(423) 821-2429 Notes $ 1,016,016 SCA Hygiene Products 500 Baldwin Tower Eddystone, PA 19022 John Clement Tel:(610) 499-3322 Trade Debt $ 1,008,459 Sysco Food Services Inc. 1390 Enclave Parkway Houston, TX 77077 Charles H. Cotros Tel:(281) 584-1390 Trade Debt $ 958,123 Mike Glousmand & Ray Johnson Baker and Associates 7400 College Blvd. Suite 205 Overland Park, KS 66210 Tel:(303) 840-7831 Earnouts $ 811,976 Cypress Medical Products 1202 South Rte. 31 McHenry, IL 60050 Billy Salsedo Tel:(815) 385-0100 Trade Debt $ 594,553 Kendall Healthcare Products Co. Dept. 0823 PO Box 120001 Dallas, TX 75312-0823 Chuck Dockenhorff Tel:(508) 261-8260 Trade Debt $ 536,295 Aetna US Healthcare Gateway International I 1302 Concourse Drive Suite 402 Linthieum, MD 21090 Mindy Wagner Tel:(410) 691-1182 Trade Debt $ 491,557 AT&T 124 Gaither Drive Suite 130 Mt. Laurel, NJ 08054 Linda Colache Tel:(856) 273-4716 Trade Debt $ 459,910 Invacare One Invacare Way PO Box 4028 Elyria, OH 44036 Thomas R. Miklich Tel:(440) 329-6111 Trade Debt $ 432,354 Lessig Group 80 Choate Circle Montoursville, PA 17754 Bill Ott Tel:(570) 368-4748 Trade Debt $ 430,838 Cigna Healthcare 900 Cottage Grove Road A-118 Hartford, CT 06152 James G.. Stewart Tel:(215) 761-6053 Trade Debt $ 375,058 Baxter Healthcare Corp. One Baxter Parkway Dearfield, IL 60015 Brian P. Anderson Tel:(847) 948-2891 Trade Debt $ 358,145 Hill Rom 1069 State Route 46 East Batesville, IN 47006-9167 Bob Pennison Tel:(800) 445-3730 Trade Debt $ 355,116 Glem & Carolyn McConnelee, William & Nancy Meert, Douglas & Vicki Lewis Promissory 13553 Pineridge Court Note and Yucaipa, CA 92399 Compete Tel:(909) 686-2273 Obligation $ 301,058 Artromick International Inc. 4800 Hilton Corporate Dr. Columbus, OH 43265-0300 Jim Bates Tel:(614) 864-9966 Trade Debt $ 283,983 -------------------------------------------------------------------------- [00008] LIST OF MULTICARE'S 20 LARGEST UNSECURED TRADE & TAX CREDITORS -------------------------------------------------------------------------- Creditor Nature of Claim Claim Amount -------- --------------- ------------ Independence Blue Cross 1901 Market Street Philadelphia, PA 19103-1480 Joseph Nolan Tel:(215) 241-2400 Trade Debt $ 5,410,076 Travelers Property Casualty The Travelers Indemnity Co. One Tower Square Hartford, CT 06183 Bill Hammon Tel:(860) 271-0111 Trade Debt $ 2,904,973 Simpson, Thacher & Bartlett 425 Lexington Avenue New York, NY 10017-3954 Christopher Conroy Tel:(212) 455-2000 Trade Debt $ 560,000 Zurich-American Insurance Group 1400 American Lane Schaumberg, IL 60196-1056 Lee Ann Rutz Tel:(847) 240-8000 Trade Debt $ 469,563 Baraboo/SYSCO Foods 910 S. Blvd. Baraboo, WI 53913-2793 Gene Bohlmeyer Tel:(608) 356-8711 Trade Debt $ 447,651 CGU Insurance F/K/A General Accident Insurance Company 436 Walnut Street Philadelphia, PA Lee Chien Trade Debt $ 427,330 Cleary, Gotlieb, Steen & Hamilton One Liberty Plaza New York, NY 10006 Adrian Boan Tel:(212) 225-2000 Trade Debt $ 400,000 Liberty Muntal Insurance Co. Trade Debt $ 201,992 Cigna Trade Debt $ 145,853 Borough of Fair Lawn Tax Taxes $ 80,928 Advanced Laundry Service Trade Debt $ 77,295 Purity Services Trade Debt $ 76,940 Americare Health Services Inc. Trade Debt $ 76,558 State of Rhode Island Taxes $ 64,595 Briggs Corporation Trade Debt $ 60,941 Network Services Co. Trade Debt $ 59,202 WW Grainger Inc. Trade Debt $ 45,408 Janine Boudreau Health Care Trade Debt $ 37,221 Elite Health Care Trade Debt $ 37,155 Ocean State Nursing Trade Debt $ 31,919 -------------------------------------------------------------------------- [00009] GENESIS' MOTION FOR APPROVAL OF $250,000,000 DIP FINANCING PACT -------------------------------------------------------------------------- At the Petition Date, Genesis owed $1,290,000,000 to the syndicate of Prepetition Lenders led by Mellon Bank, N.A., on account of: $600,000,000 for three Term Loans of $200,000,000 each; 650,000,000 under a Revolving Credit Facility; and 40,000,000 for a Tranche II Facility extended in August, 1999. The Prepetition Facility is secured by substantially all of Genesis' assets. Genesis is party to other secured financings: $78,000,000 under a Synthetic Lease Facility led by Mellon; 55,200,000 under various Mortgages granted on Real Property; 14,300,000 under various issues of Industrial Revenue Bonds; and 19,300,000 owed to holders of the Bradford Bonds. By this Motion, the Genesis Debtors seek the Court's authority to pledge all otherwise unencumbered assets and grant a security interest in all post-petition receivables to secure borrowings under a new $250,000,000 superpriority debtor-in-possession financing facility, pursuant to 11 U.S.C. Sec. 364. Genesis tells the Court that the have $2,000,000 in cash in the bank at the Petition Date. The Genesis Debtors predict, for the four weeks ending June 30, July 7, July 14 and July 21, that cash expenditures will exceed cash receipts: Genesis Health Ventures, Inc. 4 Week DIP Projection Cash Receipts $136,270,701 Disbursements: Pre-Petition (Non-Bank) Cardinal $46,500,000 Other Critical Vendors, net 10,000,000 Payroll 15,500,000 Insurance & Employee Benefits 8,500,000 401(k) Match Funds 6,000,000 Other First Day Motions 6,000,000 ----------- $92,500,000 Pre-Petition (Bank) Principal $40,000,000 Interest 42,500,000 ----------- $82,500,000 Post-Petition (Non-Bank) Cardinal $13,000,000 Insurance & Employee Benefits 15,691,579 Payroll 50,500,000 Professional Fees 750,000 Vendors 32,000,000 ------------ $111,941,579 Post-Petition (Bank) Principal 0 Interest 10,431,702 DIP Financing Fees 3,750,000 Other Mortgage Interest 0 ----------- $14,181,702 ------------ Total Cash Disbursements $301,123,281 ------------ Net Usage ($164,752,580) ============ Without a new source of new financing, Genesis makes clear, it will be impossible to meet on-going working capital needs. In fact, without immediate access to this new Postpetition Credit Facility, George V. Hager, Jr., Executive Vice President and Chief Financial Officer for Genesis, the Genesis Debtors "risk irreparable harm to their estates and businesses and will be forced to liquidate their assets." After conversations with many prospective DIP lenders, Genesis says, it became clear that (i) no lender would extend credit in exchange for administrative priority and a junior lien, (ii) a refinancing of the Prepetition Facility was impossible, (iii) and no lender, except Mellon, could offer acceptable advance rates on the timetable necessary. The Genesis Debtors are convinced that the DIP Facility proposed by Mellon offers the best deal in town. An initial consortium of DIP Lenders: DIP Lender Commitment Percentage ---------- ---------- ---------- Mellon Bank, N.A. $63,500,000 25.0% Goldman Sachs Credit Partners, L.P. 62,500,000 25.0% First Union National Bank 62,500,000 25.0% Highland Capital Management, L.P. 31,250,000 12.5% The Chase Manhattan Bank 31,250,000 12.5% ------------ ------ $250,000,000 100.0% Mellon Bank, N.A., as Administrative Agent and Arranger, First Union National Bank, as Syndication Agent, and Goldman Sachs Credit Partners, L.P., as Documentation Agent, propose to lend $250,000,000 to Genesis Health Ventures, Inc. Each of the other Genesis Debtors will guarantee GHV's obligations. By its own terms, the DIP Facility terminates (absent the occurrence of an event of default) on December 22, 2001. Subject to a Borrowing Base (equal to 90% of Eligible Receivables plus the value of certain real estate), the Debtors will have access to up to $225,000,000 of Revolving Credit and the DIP Lenders will back $25,000,000 of Letters of Credit under an L/C Subfacility. On an interim basis, pending a final hearing on this Motion, the Debtors ask the Court for authority to borrow up to $150,000,000 under the Facility. Those funds will be used to: * repay the $40,000,000 Tranche II Facility in full; * pay all professional fees incurred by the Prepetition Lenders; * pay postpetition interest to the Prepetition Lenders; and * fund the Genesis Debtors' postpetition working capital needs. The DIP Lenders agree to a $4,500,000 Carve-Out from their superpriority lien for payment of professional fees incurred by the Genesis Debtors, any professionals retained by any official committees, and fees owed to the U.S. Trustee and the Bankruptcy Clerk. The Genesis Debtors will pay interest at a Mellon's Prime Rate plus 2.25% or LIBOR plus 3.75% on all amounts borrowed under the Revolving Facility. In the event of a default under the DIP Facility, the interest rate increases by 250 basis points. The Genesis Debtors will pay the Lenders: * a $1,875,000 Advisory Fee; * a $5,000,000 Facility Fee; * a $250,000 annual Administration Fee; * a $100,000 annual Collateral Monitoring Fee; * an annual 3.00% fee on all outstanding Letters of Credit; and * an annual 0.50% Unused Line Fee for every dollar not borrowed; * for all professional fees incurred by the DIP Lenders. The DIP Credit Agreement contemplates that the consortium of DIP Lenders may change from time to time. Eligible Assignees must be (a) a bank with at least $1,000,000,0000 in capital, (b) any institution acceptable to Mellon with total assets of at least $500,000,000, or (c) any fund acceptable to Mellon with assets in excess of $100,000,000. The Genesis Debtors are required to employ Merrill Lynch as their financial advisors and are required to make Merrill Lynch personnel available to the Mellon. Further, Genesis must deliver a 2000-2001 Operating Plan to Mellon by September 30, 2000 and a 2001-2003 Financial Forecast to Mellon by December 31, 2000. The Genesis Debtors covenant with the DIP Lenders that they will not permit EBITDA during each consecutive three-month period ending on the date indicated to be less than: 3-Month Period Ending Minimum EBITDA --------------------- -------------- July 31, 2000 $38,500,000 August 31, 20000 37,100,000 September 30, 2000 36,000,000 October 31, 2000 36,700,000 November 30, 2000 36,700,000 December 31, 2000 40,200,000 January 31, 2001 40,800,000 February 28, 2001 40,500,000 March 31, 2001 41,200,000 April 30, 2001 41,100,000 May 31, 2001 43,100,000 June 30, 2001 42,900,000 July 31, 2001 44,500,000 August 31, 2001 45,400,000 September 30, 2001 46,200,000 October 31, 2001 46,400,000 November 30, 2001 46,000,000 December 31, 2001 46,800,000 The Genesis Debtors covenant with the DIP Lenders that Capital Expenditures during each three-month period ending on the date indicated will not exceed: 3-Month Period Ending CapEx Limit --------------------- ----------- July 31, 2000 $13,200,000 August 31, 20000 14,300,000 September 30, 2000 14,900,000 October 31, 2000 14,300,000 November 30, 2000 13,800,000 December 31, 2000 13,200,000 January 31, 2001 12,300,000 February 28, 2001 11,400,000 March 31, 2001 10,500,000 April 30, 2001 10,500,000 May 31, 2001 10,500,000 June 30, 2001 10,500,000 July 31, 2001 10,500,000 August 31, 2001 10,500,000 September 30, 2001 10,500,000 October 31, 2001 10,500,000 November 30, 2001 10,500,000 December 31, 2001 10,500,000 The Genesis Debtors agree that, during four ten-day windows, outstanding Loans will not exceed: Window Maximum Borrowings ------ ------------------ September 25, 2000 to September 5, 2000 $190,000,000 December 26, 2000 to January 5, 2001 210,000,000 March 26, 2001 to April 5, 2001 225,000,000 June 25, 2001 to July 5, 2001 240,000,000 On the operational level, Genesis covenants that it will maintain an overall patient census sufficient to fill 87.8% of the beds at its Health Care Facilities. -------------------------------------------------------------------------- [00010] ELDERTRUST BRACES FOR FALLOUT FROM GENESIS/MULTICARE FILINGS -------------------------------------------------------------------------- KENNETT SQUARE, Pennsylvania -- June 23, 2000 -- ElderTrust (NYSE: ETT), an equity healthcare REIT, today announced that it had begun the process of assessing the impact on ElderTrust of yesterday's Chapter 11 bankruptcy filings by Genesis Health Ventures, Inc. (NYSE: GHV), The Multicare Companies, Inc., a 43.6% owned consolidated subsidiary of Genesis, and their subsidiaries. The Genesis and Multicare bankruptcy filings follow debt restructuring discussions between those entities and their senior lenders. Approximately 70% of ElderTrust's consolidated assets at March 31, 2000 consisted of real estate properties leased to or managed by subsidiaries of Genesis and loans on real estate properties made to consolidated and unconsolidated subsidiaries of Genesis or Multicare. Revenues recorded by ElderTrust in connection with these leases and loans totaled $4.7 million, or 67% of ElderTrust's total revenues, for the quarter ended March 31, 2000. In addition, unconsolidated entities of ElderTrust, in which ElderTrust had investments in and advances to totaling $18 million at March 31, 2000, also lease properties to these entities and recognized revenues of $3.2 million for the same period. Included in ElderTrust's consolidated assets at March 31, 2000 are approximately $20 million in secured loans outstanding to subsidiaries of Multicare (with a weighted average annual interest rate of 10.5%), 20% of the principal balance of which is guaranteed by Multicare. ElderTrust also has approximately $20 million in loans to subsidiaries of Genesis (with a weighted average annual interest rate of 9.4%), 100% of the principal amount of which is guaranteed by Genesis. As previously disclosed, ElderTrust, Genesis and Multicare have been discussing a proposed restructuring of the loan and other relationships among the parties. These discussions continue. However, in light of the Genesis and Multicare bankruptcy filings, any agreement reached by the parties will be subject to bankruptcy court approval. In addition, as a result of the bankruptcy filings, it is not expected that the Genesis and Multicare subsidiaries that are the borrowers on the loans will be permitted to make further interest payments to ElderTrust until the borrowers' bankruptcy plans are approved. ElderTrust will retain its security position in the collateral underlying the loans but may be unable to recover the full amount of its principal. Such recovery is ultimately dependant upon the value of the underlying collateral and, to the extent the loan exceeds such collateral value, to the general unsecured creditors' recovery on their prepetition claims. Further, although the subsidiaries of Genesis that are the lessees initially are required to continue to make lease payments to ElderTrust, in bankruptcy these entities can assume or reject the leases to which they are parties. If one or more of the leases are rejected, ElderTrust would be required to find new lessees for the affected properties or renegotiate the lease terms with the existing lessees, which could result in substantially lower rental rates being paid to ElderTrust under the new or revised leases. If a new lease arrangement is not immediately obtainable, the Company may be required to operate the returned property. If this occurs, ElderTrust may have insufficient cash to operate the property. D. Lee McCreary, Jr., President and Chief Executive Officer of ElderTrust, said, "While we were hopeful that Genesis and Multicare could stave off bankruptcy they were obviously unable to do so. As these entities may not be permitted to make interest payments to us during the bankruptcy period, these filings may significantly reduce our cash flow. As a result, we expect that distributions to our shareholders will be significantly reduced or suspended. We believe the distributions to our shareholders made by us to date during 2000 would be adequate to satisfy our REIT distribution requirements for 2000." Mr. McCreary added, "While we believe that we can continue to make our debt service requirements after giving effect to this reduction in our cash flow, any further reduction in our cash flow would adversely affect our ability to do so and could significantly and adversely affect our ability to continue our operations." Because of the increased uncertainty surrounding ElderTrust's ability to recover on the Genesis and Multicare loan guarantees referred to above due to the bankruptcy filings by these entities, Mr. McCreary also said that ElderTrust has begun assessing the impact of the Genesis and Multicare bankruptcy filings on the carrying values of ElderTrust's assets. Depending on various factors, such as the reduction in loan fair market values resulting from the inability to recover under the Genesis and Multicare corporate guarantees, such assessment could result in ElderTrust having to record significant charges in the quarter ending June 30, 2000 or subsequently to reflect any reduction in the net realizable value of its assets. ElderTrust also announced today that it expects to record a significant and separate impairment charge during the quarter ending June 30, 2000, relating to its aggregate $12 million investment in ET Capital Corp at March 31, 2000. ET Capital, an entity owned 95% by ElderTrust, has a $7.8 million loan to The AGE Institute of Florida. The loan, which has an interest rate of 13%, is secured by a second lien on 11 nursing facilities located in Florida that are managed by Genesis. AGE has ceased making interest payments to ET Capital. Genesis is the guarantor on the $40 million first mortgage loan secured by the 11 nursing facilities, and the first lien holder has declared Genesis in default on such guarantee, and, additionally, is seeking recovery from ET Capital of an interest payment totaling approximately $250,000 received by ET Capital from AGE in April 2000. The precise amount of the impairment charge has not yet been determined. Finally, ElderTrust announced that events of default have been declared under two mortgage loans totaling approximately $20 million as it does not meet certain financial covenant requirements under guarantee agreements relating to the underlying mortgages. The anticipated impairment charge on ElderTrust's investment in ET Capital and any additional charges recorded as to loans and leases to Genesis and Multicare and related entities, when recorded, is expected to cause ElderTrust to violate net worth covenants under the two mortgage loans referred to above and under its Bank Credit Facility with a current balance outstanding of $39.3 million. ElderTrust is a real estate investment trust that invests in real estate properties used in the healthcare services industry, principally along the East Coast of the United States. Since commencing operations in January 1998, the Company has acquired direct and indirect interests in 31 buildings and has loans outstanding of $49 million in construction and term financing on eight additional healthcare facilities. *** End of Issue No. 1 ***