SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13D-1(B), (C), AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(B)
(AMENDMENT NO. ___________)*
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)
JANUARY 9, 2004
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(DATE OF EVENT WHICH REQUIRES
FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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 (the "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).
PRELIMINARY NOTE: The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs
& Co. ("Goldman Sachs" and together with GS Group, the "Filing Persons") have
previously reported their respective holdings of shares of common stock, par
value $0.02 per share (the "Common Stock"), of NeighborCare, Inc., a
Pennsylvania corporation (the "Company"), on a Schedule 13D, as amended by
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment
No. 5 thereto (the "Schedule 13D"). The Filing Persons have elected to report
again their beneficial ownership of shares of Common Stock on Schedule 13G, as
permitted by Rule 13d-1(h), pursuant to Rule 13d-1(b) because the Filing Persons
satisfy the requirements for filing under such rule. The Filing Persons have not
had any change in their beneficial ownership of shares of Common Stock requiring
an amendment to their Schedule 13D since the date of Amendment No. 5 to the
Schedule 13D, which was filed on January 12, 2004.
Page 2 of 14 Pages
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CUSIP NO. 64015Y-10-4 13G PAGE 3 OF 14 PAGES
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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5 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 3,428,625
REPORTING -------------------------------------------------------
PERSON WITH: 7 SOLE DISPOSITIVE POWER
0
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8 SHARED DISPOSITIVE POWER
3,428,625
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,428,625
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |X|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BD-PN-IA
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CUSIP NO. 64015Y-10-4 13G PAGE 4 OF 14 PAGES
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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5 SOLE VOTING POWER
NUMBER OF 43,047
SHARES -------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 3,428,625
REPORTING -------------------------------------------------------
PERSON WITH: 7 SOLE DISPOSITIVE POWER
43,047
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8 SHARED DISPOSITIVE POWER
3,428,625
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,471,672
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC-CO
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CUSIP No. 64015Y-10-4 Page 5 of 14 Pages
13G
ITEM 1(A). NAME OF ISSUER:
NeighborCare, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
7 East Lee Street
Baltimore, MD 21202
ITEM 2(A). NAME OF PERSON FILING:
Goldman, Sachs & Co. and The Goldman Sachs Group, Inc.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
85 Broad Street
New York, NY 10004
ITEM 2(C). CITIZENSHIP:
Goldman, Sachs & Co. - New York
The Goldman Sachs Group, Inc. - Delaware
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.02 per share
ITEM 2(E). CUSIP NUMBER:
64015Y-10-4
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), 13D-2(B) OR
(C), CHECK WHETHER THE PERSON FILING IS A:
(a) [X] Broker or dealer registered under Section 15 of the Act.
Goldman, Sachs & Co.
(b) [_] Bank as defined in Section 3(a)(6) of the Act.
CUSIP No. 64015Y-10-4 Page 6 of 14 Pages
13G
(c) [_] Insurance company as defined in Section 3(a)(19) of the Act.
(d) [_] Investment company registered under Section 8 of the
Investment Company Act of 1940.
(e) [X] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E).
Goldman, Sachs & Co.
(f) [_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) [X] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
The Goldman Sachs Group, Inc.
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940.
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.*
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in Item I.
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* 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.
CUSIP No. 64015Y-10-4 Page 7 of 14 Pages
13G
(a) Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
The filing of this Schedule 13G shall not be construed as an
admission that Goldman Sachs is, for the purposes of Section 13(d)
of the Act or any other purpose, the beneficial owner of the
additional 43,047 shares of Common Stock reported as beneficially
owned by GS Group.
(b) Percent of class:
See the response(s) to Item 11 on the attached cover page(s).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
See the response(s) to Item 5 on the attached cover page(s).
(ii) Shared power to vote or to direct the vote
See the response(s) to Item 6 on the attached cover page(s).
(iii) Sole power to dispose or to direct the disposition of
See the response(s) to Item 7 on the attached cover page(s).
(iv) Shared power to dispose or to direct the disposition of
See the response(s) to Item 8 on the attached cover page(s).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
CUSIP No. 64015Y-10-4 Page 8 of 14 Pages
13G
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY OR CONTROL PERSON.
See Exhibit (99.2).
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page 9 of 14 Pages
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.
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
------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
Date: January 13, 2004
Page 10 of 14 Pages
INDEX TO EXHIBITS
Exhibit No. Exhibit
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99.1 Joint Filing Agreement, dated January 13, 2004, between The
Goldman Sachs Group, Inc. and Goldman, Sachs & Co.
99.2 Item 7 Information
99.3 Power of Attorney, dated November 19th, 2003, relating to
Goldman, Sachs & Co.
99.4 Power of Attorney, dated January 6th, 2003, relating to The
Goldman Sachs Group, Inc.