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 28, 1996



                       Geriatric & Medical Companies, Inc.
              Exact name of registrant as specified in its charter



Delaware              0-3997             23-1713341
(State or
other                Commission          (I.R.S. Employer
jurisdiction of      File Number)        Identification No.)
incorporation)



        5601 Chestnut Street, Philadelphia, Pennsylvania 19139
         (Address of principal executive offices)    (Zip code)



Registrant's telephone number, including area code (215) 476-2250




<PAGE>



ITEM 5.  Other Events

Agreement and Plan of Merger

On July 11, 1996,  Geriatric & Medical Companies,  Inc., a Delaware  corporation
(the  "Company"),  entered  into an  Agreement  and Plan of Merger (the  "Merger
Agreement")  with Genesis  Health  Ventures,  Inc., a  Pennsylvania  corporation
("Acquiror"), and G Acquisition Corporation, a Delaware corporation ("Newco").

Under the terms of the Merger  Agreement,  at the Effective  Time (as defined in
the Merger Agreement), Newco (Acquiror's wholly-owned subsidiary) will be merged
with and into the Company (the  "Merger").  Following  the Merger,  the separate
corporate  existence  of Newco will cease and the Company  will  continue as the
surviving  corporation  (the  "Surviving   Corporation").   The  certificate  of
incorporation  and  by-laws  of  Newco  as in  effect  immediately  prior to the
Effective  Time  will  be  the   certificate  of   incorporation   and  by-laws,
respectively,  of the Surviving  Corporation.  Pursuant to the Merger Agreement,
each  issued  and  outstanding  share of the  capital  stock  of  Newco  will be
converted  into and  become  one fully  paid and  nonassessable  share of common
stock,  no  par  value,  of the  Surviving  Corporation,  and  each  issued  and
outstanding share of common stock of the Company ("Company Common Stock"), other
than shares  owned  directly or  indirectly  by  Acquiror,  by Newco,  or by the
Company,  and other than  Dissenting  Shares (as hereinafter  defined),  will be
converted into the right to receive Five Dollars  Seventy-Five  Cents ($5.75) in
cash, without interest (the "Merger  Consideration").  As of the Effective Time,
all such  shares of Company  Common  Stock will no longer be  outstanding,  will
automatically be canceled and retired,  and will cease to exist, and each holder
of a certificate  representing  any shares of Company Common Stock will cease to
have any rights  with  respect  thereto,  except the right to receive the Merger
Consideration, without interest.

As a result of the Merger, the Company will become a wholly-owned  subsidiary of
Acquiror. At the Effective Time, all the properties,  rights, privileges, powers
and franchises of the Company and Newco will vest in the Surviving  Corporation,
and all debts,  liabilities  and duties of the Company and Newco will become the
debts, liabilities and duties of the Surviving Corporation.

Any issued and  outstanding  shares of Company Common Stock held by a person who
objects to the Merger and complies with all of the  provisions of applicable law
concerning  the  rights of holders  who  dissent  from the  Merger  and  require
appraisal of their shares of Company Common Stock  ("Dissenting  Shares"),  will
become the right to receive such  consideration  as may be  determined to be due
under the Delaware General Corporation Law.

The consummation of the Merger is subject to various conditions,  including, the
following:  (i) all permits and consents  required to consummate the transaction
shall have been obtained;  (ii) the transaction shall have been duly approved by
the affirmative  vote of the majority of the outstanding  shares of Common Stock
of the  Company;  (iii)  the  representations  and  warranties  of  the  parties
contained  in the Merger  Agreement  shall be true and  correct in all  material
respects on the closing date; (iv) no proceeding shall

                                                       2

<PAGE>



have been instituted which could be reasonably  expected to result in a material
adverse  effect or which seeks to or does prohibit or restrain the  consummation
of the Merger;  (v) there shall not have been any material adverse change in the
business,  assets,  financial condition or results of operations of the Company;
and (vi) the applicable  waiting period under the Hart-Scott-  Rodino Anti-Trust
Improvements Act of 1976, as amended, shall have expired or been terminated.

The Company intends to convene a special stockholders meeting for the purpose of
approving and adopting the Merger  Agreement as soon as reasonably  practicable.
The  Effective  Time of the  Merger  is  anticipated  to  occur  promptly  after
satisfaction of all conditions precedent to Closing.

The Merger  Agreement may be terminated  and the  transactions  abandoned at any
time prior to the  Closing,  whether or not the Merger has been  approved by the
stockholders of the Company: (i) by mutual agreement of the parties; (ii) by the
Company or by  Acquiror,  as the case may be, (a) if the Closing  shall not have
occurred on or prior to February 1, 1997, for any reason or (b) if it has become
reasonably  certain that any condition to the closing  obligations of such party
will not be  satisfied  and such  condition  has not been  waived by such party,
unless, in either case, the failure of the Closing to occur or such condition to
be satisfied is due to the failure of the party  seeking to terminate the Merger
Agreement to perform or observe its  agreements and conditions set forth therein
to be  performed  or observed by such party at or before the  Closing;  (iii) by
Acquiror or the Company,  if the other shall have materially breached any of its
obligations  under the Merger  Agreement  and shall have  failed to remedy  such
breach within ten (10) days after  written  notice from the  nonbreaching  party
specifying the nature of the breach and requesting that such breach be remedied;
(iv) by the Company,  in order to enter into a definitive  agreement relating to
an Acquisition  Proposal (as defined in the Merger  Agreement)  with a potential
acquiror with which the Company is permitted to negotiate pursuant to the Merger
Agreement  in order  for the  Board to  discharge  its  fiduciary  duties  under
Delaware law, provided that the Company first provides notice to Acquiror of its
intent to terminate the Merger  Agreement and pays Acquiror a termination fee in
the amount of $5,000,000 plus expenses in an amount not to exceed  $750,000;  or
(v) by  Acquiror  or  Newco,  if (a)  the  Board  of  Directors  of the  Company
withdraws, modifies or changes its recommendation of the Merger Agreement or the
Merger in a manner adverse to Acquiror or Newco or (b) the Board of Directors of
the  Company  recommends  an  Acquisition  Proposal to the  stockholders  of the
Company.

Prior  to  the  execution  of  the  Merger  Agreement,  there  was  no  material
relationship  between the Company and Acquiror or Newco or any of the Company's,
Acquiror's or Newco's respective affiliates, directors or officers.

In  connection  with the  execution  of the  Merger  Agreement,  Daniel  Veloric
("Veloric"),  the Chairman of the Board of Directors of the Company, and certain
companies,  of which  Veloric is the  beneficial  owner,  have  reached  certain
understandings with Acquiror. The Special Committee of the Board of Directors of
the  Company  and its  independent  legal  counsel  have been  advised as to the
character and terms of the understandings reached by Veloric and Acquiror.

                                                       3

<PAGE>




Tomahawk Holdings, Inc. ("Holdings"),  Tomahawk Mt. Laurel, Inc. ("Mt. Laurel"),
and  Tomahawk  Capital  Investments,  Inc.  ("Investments,"  and  together  with
Holdings and Mt. Laurel, "Tomahawk") have reached an agreement in principle with
Acquiror regarding (i) Acquiror's operation of a long-term care facility located
in New Jersey licensed for 280 beds, and a residential  facility  located in New
Jersey licensed for 55 beds (collectively,  the "Facility") owned by Investments
and (ii) Acquiror's option to purchase all of the issued and outstanding capital
stock of Mt. Laurel and Investments from Holdings (the "Option"). The definitive
form of such  transactions  is  subject  to final  negotiation  by the  parties;
however, it is currently anticipated that Acquiror will operate the Facility for
a period of five years and that Acquiror's  aggregate  monthly payments therefor
will be $40,000 net of all  expenses  relating to the  operation of the Facility
(including,  for  example,  insurance,  taxes and  utility  costs,  and the debt
service payments on the indebtedness  secured by a mortgage on the Facility,  in
the  original  principal  amount of  $10,100,000).  If the net  working  capital
deficit of the Facility on the date  Acquiror  commences  operating the Facility
exceeds  $3,000,000 net of a deferred gain accounted for as a current  liability
on the balance  sheet of the  Facility,  Tomahawk is obligated to  contribute an
amount necessary to bring such deficit to $3,000,000.  In consideration  for the
grant of the Option, Acquiror will pay $1,500,000 to Holdings.

The  assets of  Tomahawk  include  the  Facility,  approximately  26.6  acres of
additional  land  adjacent  to  the  Facility,   and  three  residential  rental
properties.  The Option is exercisable at any time during the term of Acquiror's
operation of the  Facility at an aggregate  purchase  price of  $6,000,000.  The
purchase  price is allocated  $4,000,000 to the Facility,  and $2,000,000 to the
other assets.

In connection with the Merger,  Holdings,  Tomahawk Capital Holdings,  Inc., and
Veloric  (collectively,  the  "Stockholder"),  Acquiror and Newco entered into a
Stockholder  Option  and  Proxy  Agreement  dated  as  of  July  11,  1996  (the
"Agreement")  pursuant to which Stockholder  granted to Newco (i) an option (the
"Stock  Option") to purchase the shares of common stock of the Company  owned by
Stockholder  (the  "Shares")  and (ii) an  irrevocable  proxy (the "Proxy") with
respect to the Shares. The Stock Option entitles Acquiror to purchase the Shares
owned by the  Stockholder  for a purchase price (the "Exercise  Price") of $5.75
per  Share.   Stockholder   owns  3,748,178  shares  of  Company  Common  Stock,
representing approximately 24.2% of the issued and outstanding shares of Company
Common Stock.  Under the Agreement,  the Stockholder agrees to vote (or cause to
be  voted)  the  Shares  owned by it in any  circumstance  in which  the vote or
approval of the  stockholders  of the Company is sought (i) in favor of adoption
and approval of the Merger  Agreement  and the Merger and the terms  thereof and
each  of  the  other  actions  contemplated  by the  Merger  Agreement  and  the
Agreement; (ii) against any action or agreement that would result in a breach of
any covenant, representation or warranty or any other obligation or agreement of
the Company  contained in the Merger  Agreement or of any Stockholder  under the
Agreement;  and (iii)  against  any action,  agreement  or  transaction  that is
intended or could reasonably be expected to facilitate a person other than Newco
or its  affiliates  in  acquiring  control of the  Company or any other  action,
agreement or transaction  (other than the Merger  Agreement or the  transactions
contemplated thereby) that is intended, or could reasonably be expected to

                                                       4

<PAGE>



impede,  interfere or be  inconsistent  with,  delay,  postpone,  discourage  or
materially adversely affect the consummation of the Merger or the performance by
the parties of their  respective  obligations  under this  Agreement.  Under the
Agreement,  the  Stockholder  irrevocably  granted to Newco and appointed  Newco
(with full  power of  substitution)  its proxy to vote the  Shares  owned by the
Stockholder in the manner  described  above. The proxy terminates on the earlier
of the day following the Effective Time and the date which is one year following
the termination of the Merger Agreement.

The Company and Veloric have entered into a  Termination  Agreement  dated as of
July 11, 1996,  pursuant to which the Company and Veloric  have agreed that,  at
the Effective Time,  that certain  Employment  Agreement  effective June 1, 1993
(the "Veloric  Employment  Agreement")  will terminate.  The Veloric  Employment
Agreement  currently expires on May 31, 2001. The Veloric  Employment  Agreement
provides  for  annual  base  compensation  of  $500,000  per year.  The  Veloric
Employment Agreement also provides for a bonus equal to five percent (5%) of the
Company's  annual  increase in profits,  the award of phantom stock based on the
annual incremental  increase in the average price of Company Common Stock, and a
death benefit of $1,000,000.  In consideration of the termination of the Veloric
Employment  Agreement,  the  Company  will pay  Veloric  the sum of  $1,000,000,
payable  $200,000 at the  Effective  Time and $200,000 on each of the first four
anniversaries of the Effective Time.

The  Company  and  Veloric  have  also  entered  into that  certain  Restrictive
Covenants  Agreement  dated July 11, 1996 by which  Veloric  agreed that,  among
other things,  for a period of ten years after the Effective Time of the Merger,
he will not, directly or indirectly,  for his own account, or the benefit of any
other person,  without the prior written consent of Acquiror,  (a) engage in any
business  competitive  with the  businesses  of the  Company or  Acquiror in its
respective  geographic  markets,  or (b) hire any  employee  of the  Company  or
Acquiror, or solicit, induce, or divert any of them to work for him or any other
person. In consideration of the foregoing, the Company has agreed to pay Veloric
the sum of $475,000 at the Effective Time of the Merger.

In  addition,  Acquiror  and Veloric  have  reached an  agreement  in  principle
pursuant to which Veloric will provide consulting services to Acquiror after the
Effective  Time of the  Merger.  While  the  definitive  form of the  consulting
agreement  is  still  being  negotiated,  it is  expected  that the term of such
consulting  agreement will be for a period of four years.  During the first year
of the  consulting  agreement,  it is expected  that Acquiror will pay Veloric a
consulting  fee of  $100,000.  After the  expiration  of the first  year of such
consulting  agreement  any  further  consulting  fees  shall  be  in  an  amount
determined by Acquiror in its sole discretion.  It is also expected that Veloric
will be  granted an option to  purchase  25,000  shares of the  common  stock of
Acquiror at a price equal to the fair market value of Acquiror's common stock at
the Effective Time of the Merger.  Veloric will also be provided with an office,
car and health insurance for the entire term of the consulting agreement.

The Company and Esther Ponnocks,  Senior Executive Vice President of the Company
("Ponnocks"),  have entered into a  Termination  Agreement  dated as of July 11,
1996,  pursuant to which the  Company and  Ponnocks  have  agreed  that,  at the
Effective Time that certain Employment Agreement dated as of June

                                                       5

<PAGE>



1, 1992 (the  "Ponnocks  Employment  Agreement")  will  terminate.  The Ponnocks
Employment  Agreement provides for annual base compensation of $200,000 per year
and a term of three years, with annual extensions through not later than May 31,
2002,  plus  severance   compensation   equal  to  two  times  her  annual  base
compensation.  In  consideration  of the termination of the Ponnocks  Employment
Agreement,  the Company will pay Ponnocks  $200,000 at the Effective Time and up
to $600,000 to fund Ponnocks' secured  supplemental pension plan provided in the
Ponnocks  Employment  Agreement,  to provide an annuity for Ponnocks'  lifetime,
commencing on the first day of the month following the first  anniversary of the
Effective  Time,  in the amount of $75,000 per annum.  In addition,  the Company
will pay to Ponnocks up to $250,000, representing income taxes to be incurred by
Ponnocks in connection with such funding.

In  addition,  Acquiror  and  Ponnocks  have  reached an  agreement in principle
pursuant to which  Ponnocks will provide  consulting  services to Acquiror after
the Effective Time of the Merger.  While the  definitive  form of the consulting
agreement  is  still  being  negotiated,  it is  expected  that the term of such
consulting agreement will be for a period of two years. During the first year of
the  consulting  agreement,  it is expected  that  Acquiror  will pay Ponnocks a
consulting  fee of  $60,000.  After the  expiration  of the  first  year of such
consulting  agreement  any  further  consulting  fees  shall  be  in  an  amount
determined  by Acquiror in its sole  discretion.  Ponnocks will also be provided
with an  office,  car  and  health  insurance  for  the  term of the  consulting
agreement.

Status of Life Support Ambulance, Inc.

Life Support  Ambulance,  Inc.  ("LSA"),  a subsidiary of the Company,  received
notice of suspension of payments  relating to Medicare billing  submitted to its
Medicare  carrier  effective  April  6,  1995.  The  carrier  has  alleged  that
overpayments have occurred related to prior LSA billings.

In August 1995, the carrier  partially  lifted the suspension and has since paid
LSA 75% of all subsequently  approved billings. As of June 30, 1996, the carrier
had withheld  approximately  $4,800,000  in escrow  pending  resolution  of this
matter.

On April 2, 1996,  LSA received  notice of the results of the  carrier's  audit,
including a calculated overpayment of approximately $5,000,000 through March 31,
1995.  On June 28,  1996,  LSA received  notice of the results of the  carrier's
audit for the period  commencing  April 1, 1995 and ending March 31,  1996.  The
carrier calculated an overpayment of approximately $1,800,000 for such period.

LSA is reviewing  the  carrier's  results and believes that there are errors in,
among other  things,  (i) the sampling  techniques  used,  (ii) the  conclusions
reached  relative to the  appropriateness  of  payments  for claims in the audit
sample,  and  (iii)  the  projection   technique  of  the  ultimate  overpayment
calculation.

LSA believes that it has operated at all times in  substantial  compliance  with
all provisions required by Medicare relating to reimbursement

                                                       6

<PAGE>


for services.  The Company is not able at this time to predict the ultimate
outcome of this matter.


ITEM 7.  Financial Statements and Exhibits

(c)      Exhibits.

Exhibit No.                                 Exhibit

         2.1      Agreement and Plan of Merger dated July 11, 1996,
                    by and among Genesis Health Ventures, Inc.,
                     Geriatric & Medical Companies, Inc. and
                           G Acquisition Corporation.

         2.2      Termination Agreement dated July 11, 1996 by and
                    between Geriatric & Medical Companies, Inc. and Daniel
                    Veloric.

         2.3      Termination Agreement dated July 11, 1996 by and
                    between Geriatric & Medical Companies, Inc. and Esther
                    Ponnocks.

         2.4      Restrictive Covenants Agreement dated July 11, 1996 by
                    and between Geriatric & Medical Companies, Inc. and
                    Daniel Veloric.

  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.


                                   GERIATRIC & MEDICAL COMPANIES, INC.


                               By:      /s/ James J. O'Malley
                                        Vice President and
                                        Chief Financial Officer
                            

Date: July 24, 1996



                                                       7
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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 28, 1996

                       Geriatric & Medical Companies, Inc.
              Exact name of registrant as specified in its charter

Delaware              0-3997             23-1713341
(State or
other                Commission          (I.R.S. Employer
jurisdiction of      File Number)        Identification No.)
incorporation)

        5601 Chestnut Street, Philadelphia, Pennsylvania 19139
         (Address of principal executive offices)    (Zip code)

Registrant's telephone number, including area code (215) 476-2250
ITEM 5.  Other Events

Agreement and Plan of Merger

On July 11, 1996,  Geriatric & Medical Companies,  Inc., a Delaware  corporation
(the  "Company"),  entered  into an  Agreement  and Plan of Merger (the  "Merger
Agreement")  with Genesis  Health  Ventures,  Inc., a  Pennsylvania  corporation
("Acquiror"), and G Acquisition Corporation, a Delaware corporation ("Newco").

Under the terms of the Merger  Agreement,  at the Effective  Time (as defined in
the Merger Agreement), Newco (Acquiror's wholly-owned subsidiary) will be merged
with and into the Company (the  "Merger").  Following  the Merger,  the separate
corporate  existence  of Newco will cease and the Company  will  continue as the
surviving  corporation  (the  "Surviving   Corporation").   The  certificate  of
incorporation  and  by-laws  of  Newco  as in  effect  immediately  prior to the
Effective  Time  will  be  the   certificate  of   incorporation   and  by-laws,
respectively,  of the Surviving  Corporation.  Pursuant to the Merger Agreement,
each  issued  and  outstanding  share of the  capital  stock  of  Newco  will be
converted  into and  become  one fully  paid and  nonassessable  share of common
stock,  no  par  value,  of the  Surviving  Corporation,  and  each  issued  and
outstanding share of common stock of the Company ("Company Common Stock"), other
than shares  owned  directly or  indirectly  by  Acquiror,  by Newco,  or by the
Company,  and other than  Dissenting  Shares (as hereinafter  defined),  will be
converted into the right to receive Five Dollars  Seventy-Five  Cents ($5.75) in
cash, without interest (the "Merger  Consideration").  As of the Effective Time,
all such  shares of Company  Common  Stock will no longer be  outstanding,  will
automatically be canceled and retired,  and will cease to exist, and each holder
of a certificate  representing  any shares of Company Common Stock will cease to
have any rights  with  respect  thereto,  except the right to receive the Merger
Consideration, without interest.

As a result of the Merger, the Company will become a wholly-owned  subsidiary of
Acquiror. At the Effective Time, all the properties,  rights, privileges, powers
and franchises of the Company and Newco will vest in the Surviving  Corporation,
and all debts,  liabilities  and duties of the Company and Newco will become the
debts, liabilities and duties of the Surviving Corporation.

Any issued and  outstanding  shares of Company Common Stock held by a person who
objects to the Merger and complies with all of the  provisions of applicable law
concerning  the  rights of holders  who  dissent  from the  Merger  and  require
appraisal of their shares of Company Common Stock  ("Dissenting  Shares"),  will
become the right to receive such  consideration  as may be  determined to be due
under the Delaware General Corporation Law.

The consummation of the Merger is subject to various conditions,  including, the
following:  (i) all permits and consents  required to consummate the transaction
shall have been obtained;  (ii) the transaction shall have been duly approved by
the affirmative  vote of the majority of the outstanding  shares of Common Stock
of the  Company;  (iii)  the  representations  and  warranties  of  the  parties
contained  in the Merger  Agreement  shall be true and  correct in all  material
respects on the closing date; (iv) no proceeding shall

                                                       2
have been instituted which could be reasonably  expected to result in a material
adverse  effect or which seeks to or does prohibit or restrain the  consummation
of the Merger;  (v) there shall not have been any material adverse change in the
business,  assets,  financial condition or results of operations of the Company;
and (vi) the applicable  waiting period under the Hart-Scott-  Rodino Anti-Trust
Improvements Act of 1976, as amended, shall have expired or been terminated.

The Company intends to convene a special stockholders meeting for the purpose of
approving and adopting the Merger  Agreement as soon as reasonably  practicable.
The  Effective  Time of the  Merger  is  anticipated  to  occur  promptly  after
satisfaction of all conditions precedent to Closing.

The Merger  Agreement may be terminated  and the  transactions  abandoned at any
time prior to the  Closing,  whether or not the Merger has been  approved by the
stockholders of the Company: (i) by mutual agreement of the parties; (ii) by the
Company or by  Acquiror,  as the case may be, (a) if the Closing  shall not have
occurred on or prior to February 1, 1997, for any reason or (b) if it has become
reasonably  certain that any condition to the closing  obligations of such party
will not be  satisfied  and such  condition  has not been  waived by such party,
unless, in either case, the failure of the Closing to occur or such condition to
be satisfied is due to the failure of the party  seeking to terminate the Merger
Agreement to perform or observe its  agreements and conditions set forth therein
to be  performed  or observed by such party at or before the  Closing;  (iii) by
Acquiror or the Company,  if the other shall have materially breached any of its
obligations  under the Merger  Agreement  and shall have  failed to remedy  such
breach within ten (10) days after  written  notice from the  nonbreaching  party
specifying the nature of the breach and requesting that such breach be remedied;
(iv) by the Company,  in order to enter into a definitive  agreement relating to
an Acquisition  Proposal (as defined in the Merger  Agreement)  with a potential
acquiror with which the Company is permitted to negotiate pursuant to the Merger
Agreement  in order  for the  Board to  discharge  its  fiduciary  duties  under
Delaware law, provided that the Company first provides notice to Acquiror of its
intent to terminate the Merger  Agreement and pays Acquiror a termination fee in
the amount of $5,000,000 plus expenses in an amount not to exceed  $750,000;  or
(v) by  Acquiror  or  Newco,  if (a)  the  Board  of  Directors  of the  Company
withdraws, modifies or changes its recommendation of the Merger Agreement or the
Merger in a manner adverse to Acquiror or Newco or (b) the Board of Directors of
the  Company  recommends  an  Acquisition  Proposal to the  stockholders  of the
Company.

Prior  to  the  execution  of  the  Merger  Agreement,  there  was  no  material
relationship  between the Company and Acquiror or Newco or any of the Company's,
Acquiror's or Newco's respective affiliates, directors or officers.

In  connection  with the  execution  of the  Merger  Agreement,  Daniel  Veloric
("Veloric"),  the Chairman of the Board of Directors of the Company, and certain
companies,  of which  Veloric is the  beneficial  owner,  have  reached  certain
understandings with Acquiror. The Special Committee of the Board of Directors of
the  Company  and its  independent  legal  counsel  have been  advised as to the
character and terms of the understandings reached by Veloric and Acquiror.

                                                       3
Tomahawk Holdings, Inc. ("Holdings"),  Tomahawk Mt. Laurel, Inc. ("Mt. Laurel"),
and  Tomahawk  Capital  Investments,  Inc.  ("Investments,"  and  together  with
Holdings and Mt. Laurel, "Tomahawk") have reached an agreement in principle with
Acquiror regarding (i) Acquiror's operation of a long-term care facility located
in New Jersey licensed for 280 beds, and a residential  facility  located in New
Jersey licensed for 55 beds (collectively,  the "Facility") owned by Investments
and (ii) Acquiror's option to purchase all of the issued and outstanding capital
stock of Mt. Laurel and Investments from Holdings (the "Option"). The definitive
form of such  transactions  is  subject  to final  negotiation  by the  parties;
however, it is currently anticipated that Acquiror will operate the Facility for
a period of five years and that Acquiror's  aggregate  monthly payments therefor
will be $40,000 net of all  expenses  relating to the  operation of the Facility
(including,  for  example,  insurance,  taxes and  utility  costs,  and the debt
service payments on the indebtedness  secured by a mortgage on the Facility,  in
the  original  principal  amount of  $10,100,000).  If the net  working  capital
deficit of the Facility on the date  Acquiror  commences  operating the Facility
exceeds  $3,000,000 net of a deferred gain accounted for as a current  liability
on the balance  sheet of the  Facility,  Tomahawk is obligated to  contribute an
amount necessary to bring such deficit to $3,000,000.  In consideration  for the
grant of the Option, Acquiror will pay $1,500,000 to Holdings.

The  assets of  Tomahawk  include  the  Facility,  approximately  26.6  acres of
additional  land  adjacent  to  the  Facility,   and  three  residential  rental
properties.  The Option is exercisable at any time during the term of Acquiror's
operation of the  Facility at an aggregate  purchase  price of  $6,000,000.  The
purchase  price is allocated  $4,000,000 to the Facility,  and $2,000,000 to the
other assets.

In connection with the Merger,  Holdings,  Tomahawk Capital Holdings,  Inc., and
Veloric  (collectively,  the  "Stockholder"),  Acquiror and Newco entered into a
Stockholder  Option  and  Proxy  Agreement  dated  as  of  July  11,  1996  (the
"Agreement")  pursuant to which Stockholder  granted to Newco (i) an option (the
"Stock  Option") to purchase the shares of common stock of the Company  owned by
Stockholder  (the  "Shares")  and (ii) an  irrevocable  proxy (the "Proxy") with
respect to the Shares. The Stock Option entitles Acquiror to purchase the Shares
owned by the  Stockholder  for a purchase price (the "Exercise  Price") of $5.75
per  Share.   Stockholder   owns  3,748,178  shares  of  Company  Common  Stock,
representing approximately 24.2% of the issued and outstanding shares of Company
Common Stock.  Under the Agreement,  the Stockholder agrees to vote (or cause to
be  voted)  the  Shares  owned by it in any  circumstance  in which  the vote or
approval of the  stockholders  of the Company is sought (i) in favor of adoption
and approval of the Merger  Agreement  and the Merger and the terms  thereof and
each  of  the  other  actions  contemplated  by the  Merger  Agreement  and  the
Agreement; (ii) against any action or agreement that would result in a breach of
any covenant, representation or warranty or any other obligation or agreement of
the Company  contained in the Merger  Agreement or of any Stockholder  under the
Agreement;  and (iii)  against  any action,  agreement  or  transaction  that is
intended or could reasonably be expected to facilitate a person other than Newco
or its  affiliates  in  acquiring  control of the  Company or any other  action,
agreement or transaction  (other than the Merger  Agreement or the  transactions
contemplated thereby) that is intended, or could reasonably be expected to

                                                       4
impede,  interfere or be  inconsistent  with,  delay,  postpone,  discourage  or
materially adversely affect the consummation of the Merger or the performance by
the parties of their  respective  obligations  under this  Agreement.  Under the
Agreement,  the  Stockholder  irrevocably  granted to Newco and appointed  Newco
(with full  power of  substitution)  its proxy to vote the  Shares  owned by the
Stockholder in the manner  described  above. The proxy terminates on the earlier
of the day following the Effective Time and the date which is one year following
the termination of the Merger Agreement.

The Company and Veloric have entered into a  Termination  Agreement  dated as of
July 11, 1996,  pursuant to which the Company and Veloric  have agreed that,  at
the Effective Time,  that certain  Employment  Agreement  effective June 1, 1993
(the "Veloric  Employment  Agreement")  will terminate.  The Veloric  Employment
Agreement  currently expires on May 31, 2001. The Veloric  Employment  Agreement
provides  for  annual  base  compensation  of  $500,000  per year.  The  Veloric
Employment Agreement also provides for a bonus equal to five percent (5%) of the
Company's  annual  increase in profits,  the award of phantom stock based on the
annual incremental  increase in the average price of Company Common Stock, and a
death benefit of $1,000,000.  In consideration of the termination of the Veloric
Employment  Agreement,  the  Company  will pay  Veloric  the sum of  $1,000,000,
payable  $200,000 at the  Effective  Time and $200,000 on each of the first four
anniversaries of the Effective Time.

The  Company  and  Veloric  have  also  entered  into that  certain  Restrictive
Covenants  Agreement  dated July 11, 1996 by which  Veloric  agreed that,  among
other things,  for a period of ten years after the Effective Time of the Merger,
he will not, directly or indirectly,  for his own account, or the benefit of any
other person,  without the prior written consent of Acquiror,  (a) engage in any
business  competitive  with the  businesses  of the  Company or  Acquiror in its
respective  geographic  markets,  or (b) hire any  employee  of the  Company  or
Acquiror, or solicit, induce, or divert any of them to work for him or any other
person. In consideration of the foregoing, the Company has agreed to pay Veloric
the sum of $475,000 at the Effective Time of the Merger.

In  addition,  Acquiror  and Veloric  have  reached an  agreement  in  principle
pursuant to which Veloric will provide consulting services to Acquiror after the
Effective  Time of the  Merger.  While  the  definitive  form of the  consulting
agreement  is  still  being  negotiated,  it is  expected  that the term of such
consulting  agreement will be for a period of four years.  During the first year
of the  consulting  agreement,  it is expected  that Acquiror will pay Veloric a
consulting  fee of  $100,000.  After the  expiration  of the first  year of such
consulting  agreement  any  further  consulting  fees  shall  be  in  an  amount
determined by Acquiror in its sole discretion.  It is also expected that Veloric
will be  granted an option to  purchase  25,000  shares of the  common  stock of
Acquiror at a price equal to the fair market value of Acquiror's common stock at
the Effective Time of the Merger.  Veloric will also be provided with an office,
car and health insurance for the entire term of the consulting agreement.

The Company and Esther Ponnocks,  Senior Executive Vice President of the Company
("Ponnocks"),  have entered into a  Termination  Agreement  dated as of July 11,
1996,  pursuant to which the  Company and  Ponnocks  have  agreed  that,  at the
Effective Time that certain Employment Agreement dated as of June

                                                       5
1, 1992 (the  "Ponnocks  Employment  Agreement")  will  terminate.  The Ponnocks
Employment  Agreement provides for annual base compensation of $200,000 per year
and a term of three years, with annual extensions through not later than May 31,
2002,  plus  severance   compensation   equal  to  two  times  her  annual  base
compensation.  In  consideration  of the termination of the Ponnocks  Employment
Agreement,  the Company will pay Ponnocks  $200,000 at the Effective Time and up
to $600,000 to fund Ponnocks' secured  supplemental pension plan provided in the
Ponnocks  Employment  Agreement,  to provide an annuity for Ponnocks'  lifetime,
commencing on the first day of the month following the first  anniversary of the
Effective  Time,  in the amount of $75,000 per annum.  In addition,  the Company
will pay to Ponnocks up to $250,000, representing income taxes to be incurred by
Ponnocks in connection with such funding.

In  addition,  Acquiror  and  Ponnocks  have  reached an  agreement in principle
pursuant to which  Ponnocks will provide  consulting  services to Acquiror after
the Effective Time of the Merger.  While the  definitive  form of the consulting
agreement  is  still  being  negotiated,  it is  expected  that the term of such
consulting agreement will be for a period of two years. During the first year of
the  consulting  agreement,  it is expected  that  Acquiror  will pay Ponnocks a
consulting  fee of  $60,000.  After the  expiration  of the  first  year of such
consulting  agreement  any  further  consulting  fees  shall  be  in  an  amount
determined  by Acquiror in its sole  discretion.  Ponnocks will also be provided
with an  office,  car  and  health  insurance  for  the  term of the  consulting
agreement.

Status of Life Support Ambulance, Inc.

Life Support  Ambulance,  Inc.  ("LSA"),  a subsidiary of the Company,  received
notice of suspension of payments  relating to Medicare billing  submitted to its
Medicare  carrier  effective  April  6,  1995.  The  carrier  has  alleged  that
overpayments have occurred related to prior LSA billings.

In August 1995, the carrier  partially  lifted the suspension and has since paid
LSA 75% of all subsequently  approved billings. As of June 30, 1996, the carrier
had withheld  approximately  $4,800,000  in escrow  pending  resolution  of this
matter.

On April 2, 1996,  LSA received  notice of the results of the  carrier's  audit,
including a calculated overpayment of approximately $5,000,000 through March 31,
1995.  On June 28,  1996,  LSA received  notice of the results of the  carrier's
audit for the period  commencing  April 1, 1995 and ending March 31,  1996.  The
carrier calculated an overpayment of approximately $1,800,000 for such period.

LSA is reviewing  the  carrier's  results and believes that there are errors in,
among other  things,  (i) the sampling  techniques  used,  (ii) the  conclusions
reached  relative to the  appropriateness  of  payments  for claims in the audit
sample,  and  (iii)  the  projection   technique  of  the  ultimate  overpayment
calculation.

LSA believes that it has operated at all times in  substantial  compliance  with
all provisions required by Medicare relating to reimbursement

                                                       6
for services.  The Company is not able at this time to predict the ultimate
outcome of this matter.

ITEM 7.  Financial Statements and Exhibits

(c)      Exhibits.

Exhibit No.                                 Exhibit

         2.1      Agreement and Plan of Merger dated July 11, 1996,
                    by and among Genesis Health Ventures, Inc.,
                     Geriatric & Medical Companies, Inc. and
                           G Acquisition Corporation.

         2.2      Termination Agreement dated July 11, 1996 by and
                    between Geriatric & Medical Companies, Inc. and Daniel
                    Veloric.

         2.3      Termination Agreement dated July 11, 1996 by and
                    between Geriatric & Medical Companies, Inc. and Esther
                    Ponnocks.

         2.4      Restrictive Covenants Agreement dated July 11, 1996 by
                    and between Geriatric & Medical Companies, Inc. and
                    Daniel Veloric.

  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.

                                   GERIATRIC & MEDICAL COMPANIES, INC.

                               By:      /s/ James J. O'Malley
                                        Vice President and
                                        Chief Financial Officer
                            

Date: July 24, 1996

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