UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 4
NeighborCare, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.02 Per Share
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(Title of Class of Securities)
64015Y-10-4
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(CUSIP Number)
Steve Chaiken, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(212) 902-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 2, 2003
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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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 ss. 240.13d-7 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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CUSIP NO. 64015Y-10-4 13D
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1. NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Goldman, Sachs & Co.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INTRUCTIONS):
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [X]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,022,745
REPORTING --------------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
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10. SHARED DISPOSITIVE POWER
4,022,745
------------------------------------------------------------------- ------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,022,745
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1%
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14. TYPE OF REPORTING PERSON: BD-PN-IA
Page 2 of 7
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CUSIP NO. 64015Y-10-4 13D
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1. NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Goldman Sachs Group, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INTRUCTIONS):
AF-OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 43,047
SHARES --------------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,022,745
REPORTING --------------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 43,047
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10. SHARED DISPOSITIVE POWER
4,022,745
------------------------------------------------------------------- ------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,065,792
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2%
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14. TYPE OF REPORTING PERSON: HC-CO
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CUSIP NO. 64015Y-10-4
AMENDMENT NO. 4 TO
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
NEIGHBORCARE, INC.
The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman
Sachs" and together with GS Group, the "Filing Persons")(1) hereby amend and
supplement the statement on Schedule 13D as most recently amended by Amendment
No. 3 thereto filed June 12, 2003 (as amended, the "Schedule 13D"), with respect
to the Common Stock, $0.02 par value per share (the "Common Stock"), of
NeighborCare, Inc., a Pennsylvania corporation (the "Company"). The Company
changed its name from Genesis Health Ventures, Inc. to NeighborCare, Inc. on
December 2, 2003, following the spin-off of Genesis HealthCare Corporation into
a publicly traded company. Unless otherwise indicated, all capitalized terms
used but not defined herein shall have the same meaning ascribed to them in the
Schedule 13D.
This Amendment No. 4 is being filed to report that effective December 2, 2003,
Joseph A. LaNasa, III, a managing director of Goldman Sachs, resigned as a
director of the Company.
(1) Neither the present filing nor anything contained herein shall be construed
as an admission that any Filing Person constitutes a "person" for any purposes
other than Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange
Act").
Item 3 is hereby amended as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Convertible Preferred Stock of the Company is convertible, at any time at
the option of the holder, into the number of shares of the Company's Common
Stock which results from dividing (x) the liquidation preference of $100 per
each such share plus all accrued and unpaid dividends by (y) the conversion
price per share of $12.60. The conversion price reflects an adjustment from
$20.33 to $12.60 in connection with the Company's spin-off of Genesis HealthCare
Corporation.
The exercise prices of the Options were also adjusted in connection with the
spin-off, from $16.80 to $10.73 and from $20.33 to $12.99.
Mr. LaNasa resigned as a director of the Company, effective December 2, 2003.
ITEM 4. PURPOSE OF TRANSACTION
Mr. LaNasa, a managing director of Goldman Sachs, resigned as a director of the
Company, effective December 2, 2003, and no longer participates nor has the
opportunity to vote on matters presented to the board of directors of the
Company.
ITEM 5. INTEREST SECURITIES OF THE ISSUER
(a) As of December 2, 2003, Goldman Sachs may be deemed to beneficially own an
aggregate of 4,022,745 shares of Common Stock, consisting of (i) 3,630,964
shares of Common Stock beneficially and directly owned by Goldman Sachs and (ii)
391,781 shares of Common Stock underlying 79,649 shares of Convertible Preferred
Stock immediately convertible and
Page 4 of 7
beneficially and directly owned by Goldman Sachs, representing in the aggregate
approximately 10.1% of the outstanding shares of Common Stock reported to be
outstanding as of August 13, 2003, as disclosed in Company's quarterly report on
Form 10-Q for the quarter ended June 30, 2003 (the "10-Q") and in accordance
with Rule 13d-3(d)(1).
As of December 2 2003, GS Group may be deemed to beneficially own an aggregate
of 4,065,792 shares of Common Stock, consisting of (i) 4,022,745 shares of
Common Stock beneficially owned by GS Group through Goldman Sachs as described
above, and (iv) 43,047 shares of Common Stock underlying immediately exercisable
Options, representing in the aggregate approximately 10.2% of the outstanding
shares of Common Stock as disclosed in the 10-Q and in accordance with Rule
13d-3(d)(1). The Options were granted under the Company's 2001 Stock Option Plan
to Joseph A. LaNasa III, a managing director of Goldman Sachs. Mr. LaNasa has an
understanding with GS Group pursuant to which he holds the options for the
benefit of GS Group.
In accordance with the Securities and Exchange Commission (the "SEC") Release
No. 34-39538 (January 12, 1998), this filing reflects the securities
beneficially owned by the investment banking division ("IBD") of GS Group and
its subsidiaries and affiliates (collectively, "GSG"). This filing does not
reflect securities, if any, beneficially owned by any other operating unit of
GSG. IBD disclaims beneficial ownership of the securities beneficially owned by
(i) any client accounts with respect to which IBD or its employees have voting
or investment discretion, or both and (ii) certain investment entities, of which
IBD is the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than IBD.
(b) Each Filing Person shares the power to vote or direct the vote and to
dispose or to direct the disposition of the Common Stock beneficially owned by
such Filing Person as indicated above, except that GS Group has sole voting and
dispositive power with regard to the 43,047 shares of Common Stock underlying
the Options.
(c) On December 2, 2003 Goldman Sachs sold 50,000 shares of Common Stock at
$21.26 per share; 12,500 shares of Common Stock at $21.34 per share; 85,000
shares of Common Stock at $21.30 per share; 25,000 shares of Common Stock at
$21.15 per share; 10,000 shares of stock at $21.21 per share; 2,567 shares of
Common Stock at $21.43 per share; and 12,500 shares of stock at $21.45 per
share. All of the sales were made for cash on The Nasdaq National Market.
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.
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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.
Dated: December 5, 2003
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By: /s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
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SCHEDULE I
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The name of each director of The Goldman Sachs Group, Inc. is set forth
below.
The business address of each person listed below is c/o Goldman, Sachs &
Co., 85 Broad Street, New York, NY 10004.
Each person is a citizen of the United States of America except for Lord
Browne of Madingley, who is a citizen of the United Kingdom and Claes Dahlback,
who is a citizen of Sweden. The present principal occupation or employment of
each of the listed persons is set forth below.
Name Present Principal Occupation
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Henry M. Paulson, Jr. Chairman and Chief Executive Officer of The
Goldman Sachs Group, Inc.
John A. Thain President and Chief Operating Officer of The
Goldman Sachs Group, Inc.
Lloyd C. Blankfein Vice Chairman of The Goldman Sachs Group,
Inc.
Lord Browne of Madingley Group Chief Executive of BP plc
John H. Bryan Retired Chairman and Chief Executive Officer
of Sara Lee Corporation
Claes Dahlback Nonexecutive Chairman of Investor AB
William W. George Retired Chairman and Chief Executive Officer
of Medtronic, Inc.
James A. Johnson Vice Chairman of Perseus, L.L.C.
Edward M. Liddy Chairman of the Board, President and Chief
Executive Officer of The Allstate Corporation
Ruth J. Simmons President of Brown University
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