Item 2. Acquisition or Disposition of Assets

     On December 1, 2003, Genesis Health Ventures, Inc. (the “Company”) completed the tax-free spin-off of its eldercare and rehabilitation businesses into a separate publicly traded company, Genesis HealthCare Corporation (“GHC”). On December 1, 2003, shareholders of the Company received 0.50 shares of GHC common stock for each share of common stock of the Company held on the record date, October 15, 2003, and a cash payment in lieu of fractional shares (the “Distribution”).

     As a result of the Distribution, GHC is no longer wholly owned by the Company and is now an independent public company. Shares of GHC common stock, which were traded on a “when-issued” basis on the NASDAQ National Market System under the symbol “GHCIV” since November 18, 2003, began regular way trading on December 2, 2003 on the NASDAQ National Market System under the symbol “GHCI.” The Company’s common stock is traded on the NASDAQ National Market System under the symbol “NCRX” as a result of the Company’s name change to NeighborCare, Inc.

     The Company and GHC have entered into certain agreements governing the relationship between the Company and GHC after the Distribution and providing for the allocation of tax, employee benefits and certain other assets and liabilities and obligations arising from periods prior to the Distribution. These agreements are attached hereto as Exhibits 2.1 and 99.1 through 99.7 and incorporated herein by reference.

     As a result of the Distribution, the conversion price per share of the Company’s Series A Participating Convertible Preferred Stock has been adjusted in accordance with the Company’s Amended and Restated Articles of Incorporation to $12.60 from $20.33.

     The full text of the press release relating to the Distribution is attached hereto as Exhibit 99.8 and incorporated herein by reference.

Item 5. Other Events

     On December 5, 2003, the Company amended its Amended and Restated Articles of Incorporation to designate 1,000,000 shares of Series B Junior Participating Preferred Stock, par value $0.01 per share, to be issued pursuant to that certain Rights Agreement, dated as of November 18, 2003, by and between the Company and StockTrans, Inc., as rights agent. The Statement With Respect to Shares filed with the Commonwealth of Pennsylvania is attached hereto as Exhibit 3.1 and incorporated herein by reference. The Rights Agreement is described in the Company’s Form 8-A filed with the Securities and Exchange Commission on November 18, 2003.

     On December 2, 2003, the Company changed its name to NeighborCare, Inc. The Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation filed with the Commonwealth of Pennsylvania are attached hereto as Exhibit 3.2 and incorporated herein by reference. The Company’s Amended and Restated Articles of Incorporation are attached hereto as Exhibit 3.3 and incorporated herein by reference.

     On November 13, 2003 and December 2, 2003, the Company amended its Amended and Restated Bylaws, as amended. The Company’s Amended and Restated Bylaws, as amended, are attached hereto as Exhibit 3.4 and incorporated herein by reference.

     On December 1, 2003, the Company entered into a Credit Agreement by and among the Company, the domestic subsidiaries of the Company from time to time party thereto, the lenders party thereto, Wachovia Bank, National Association, as administrative agent, and General Electric Capital Corporation and ING Capital LLC, as syndication agents, and LaSalle Bank National Association and U.S. Bank, National Association, as documentation agents. Substantially simultaneously, the Company repaid in full and terminated that certain Credit, Security, Guaranty and Pledge Agreement, dated as of October 2, 2001, as amended, by and among the Company, the domestic subsidiaries of the Company party thereto, the lenders party thereto, Wachovia Bank, National Association, as administrative agent and collateral agent, Goldman Sachs Credit Partners L.P., as co-lead arranger and syndication agent, First Union Securities, Inc., as co-lead arranger, General Electric Capital Corporation, as collateral monitoring agent and co-documentation agent, and CitiCorp USA, Inc., as co-documentation agent. The new Credit Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 7. Financial Statements and Exhibits