UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
HORIZON PHARMACIES, INC.
---------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
---------------------------------
(Title of Class of Securities)
439902107
--------------
(CUSIP Number)
June 17, 1998
---------------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X ] 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 disclosure
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).
Continued on following page(s)
Page 1 of 13 Pages
Exhibit Index: Page 12
<PAGE>
SCHEDULE 13G
CUSIP No. 439902107 Page 2 of 13 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WHITE ROCK CAPITAL PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 132,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 132,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
132,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
2.50%
12 Type of Reporting Person*
PN; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 439902107 Page 3 of 13 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WHITE ROCK CAPITAL MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 11,838
Shares
Beneficially 6 Shared Voting Power
Owned By 824,500
Each
Reporting 7 Sole Dispositive Power
Person 11,838
With
8 Shared Dispositive Power
824,500
9 Aggregate Amount Beneficially Owned by Each Reporting Person
836,338
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
15.77%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 439902107 Page 4 of 13 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WHITE ROCK CAPITAL, INC.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 836,338
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
836,338
9 Aggregate Amount Beneficially Owned by Each Reporting Person
836,338
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
15.77%
12 Type of Reporting Person*
CO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 439902107 Page 5 of 13 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
THOMAS U. BARTON
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 836,338
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
836,338
9 Aggregate Amount Beneficially Owned by Each Reporting Person
836,338
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
15.77%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 439902107 Page 6 of 13 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
JOSEPH U. BARTON
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 836,338
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
836,338
9 Aggregate Amount Beneficially Owned by Each Reporting Person
836,338
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
15.77%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 13 Pages
Item 1(a) Name of Issuer:
Horizon Pharmacies, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
275 West Princeton Drive, Princeton, Texas 75407.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) White Rock Capital Partners, L.P., a Texas limited
partnership ("White Rock Partners"),
(ii) White Rock Capital Management, L.P., a Texas limited
partnership ("White Rock Management"),
(iii)White Rock Capital, Inc., a Texas corporation ("White
Rock, Inc."),
(iv) Thomas U. Barton and
(v) Joseph U. Barton.
This Statement relates to Shares that were acquired by White
Rock Management on behalf of certain institutional clients (the "White Rock
Clients"). This Statement also relates to Shares held for the accounts of White
Rock Partners and White Rock Management. The general partner of White Rock
Partners is White Rock Capital Management, the general partner of which is White
Rock, Inc. Thomas U. Barton and Joseph U. Barton are the shareholders of White
Rock, Inc.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address and principal business office of each of White
Rock Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and
Joseph U. Barton is 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219.
Item 2(c) Citizenship:
i) White Rock Partners is a Texas limited partnership;
ii) White Rock Management is a Texas limited partnership;
iii) White Rock, Inc. is a Texas corporation;
iv) Thomas U. Barton is a United States citizen; and
v) Joseph U. Barton is a United States citizen.
<PAGE>
Page 8 of 13 Pages
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value (the "Shares").
Item 2(e) CUSIP Number:
439902107
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of July 7, 1998, each of the Reporting Persons may
be deemed the beneficial owner of the following number
of Shares:
(i) Each of White Rock, Inc., White Rock Management,
Thomas U. Barton and Joseph U. Barton may be deemed to be the beneficial owner
of 836,338 Shares. This number consists of (1) 692,500 Shares held for the
accounts of White Rock Clients (assumes the conversion of warrants into 33,700
Shares), (2) 132,000 Shares held for the account of White Rock Partners (assumes
the conversion of warrants into 6,600 Shares) and (3) 11,838 Shares held for the
account of White Rock Management (assumes the conversion of warrants into 700
Shares).
(ii) White Rock Partners may be deemed to be the
beneficial owner of the 132,000 Shares held for its account (assumes the
conversion of warrants into 6,600 Shares).
(iii)White Rock Management may be deemed to be the
beneficial owner of the 11,838 Shares held for its account (assumes the
conversion of warrants into 700 Shares).
All of the Shares held for the accounts of White Rock
Management were purchased in a private transaction. 117,900 of the 125,400
Shares held for the account of White Rock Partners were purchased in a private
transaction. 619,800 of the 658,800 Shares held for the accounts of the White
Rock Clients were purchased in a private transaction. All of the warrants
reported herein were purchased in a private transaction.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of White Rock, Inc.,
White Rock Management, Thomas U. Barton and Joseph U. Barton may be deemed to be
the beneficial owner constitutes approximately 15.77% of the total number of
Shares outstanding.
(ii) The number of Shares of which White Rock Partners may
be deemed to be the beneficial owner constitutes approximately 2.50% of the
total number of Shares outstanding.
<PAGE>
Page 9 of 13 Pages
Item 4(c) Number of shares as to which such person has:
White Rock Partners
-------------------
(i) Sole power to vote or to direct the vote: 132,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 132,000
(iv) Shared power to dispose or to direct the disposition of: 0
White Rock Management
---------------------
(i) Sole power to vote or to direct the vote: 11,838
(ii) Shared power to vote or to direct the vote: 824,500
(iii) Sole power to dispose or to direct the disposition of: 11,838
(iv) Shared power to dispose or to direct the disposition of: 824,500
White Rock, Inc.
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 836,338
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 836,338
Thomas U. Barton
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 836,338
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 836,338
Joseph U. Barton
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 836,338
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 836,338
<PAGE>
Page 10 of 13 Pages
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
(i) The shareholders or partners of each of the White Rock
Clients have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares, held by the respective White Rock Client
in accordance with their partnership or ownership interests in the respective
White Rock Client.
(ii) The partners of White Rock Partners have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by White Rock Partners in accordance with their partnership
interests in White Rock Partners.
(iii)The partners of White Rock Management have the right
to participate in the receipt of dividends from, or proceeds from the sale of,
the Shares held by White Rock Management in accordance with their partnership
interests in White Rock Management.
White Rock Partners expressly disclaims beneficial ownership of any
Shares held for the accounts of the White Rock Clients and White Rock
Management.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above 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>
Page 11 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: July 7, 1998 WHITE ROCK CAPITAL PARTNERS, L.P.
By: White Rock Capital Management, L.P.
Its General Partner
By: White Rock Capital, Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
-----------------------------
Thomas U. Barton
President
Date: July 7, 1998 WHITE ROCK CAPITAL MANAGEMENT. L.P.
By: White Rock Capital Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
President
Date: July 7, 1998 WHITE ROCK CAPITAL, INC.
By: /S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
President
Date: July 7, 1998 /S/ THOMAS U. BARTON
--------------------------------------------
Thomas U. Barton
Date: July 7, 1998 /S/ JOSEPH U. BARTON
--------------------------------------------
Joseph U. Barton
<PAGE>
Page 12 of 13 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement dated July 7, 1998 by and among
White Rock Capital Partners, L.P., White Rock Capital
Management, L.P., White Rock Capital, Inc., Thomas U.
Barton and Joseph U. Barton............................ 13
Page 13 of 13 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Horizon Pharmacies, Inc. dated as of July 7, 1998
is, and any amendments thereto (including amendments on Schedule 13D) signed by
each of the undersigned shall be, filed on behalf of each of us pursuant to and
in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
Date: July 7, 1998 WHITE ROCK CAPITAL PARTNERS, L.P.
By: White Rock Capital Management, L.P.
Its General Partner
By: White Rock Capital, Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
-----------------------------
Thomas U. Barton
President
Date: July 7, 1998 WHITE ROCK CAPITAL MANAGEMENT. L.P.
By: White Rock Capital Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
President
Date: July 7, 1998 WHITE ROCK CAPITAL, INC.
By: /S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
President
Date: July 7, 1998 /S/ THOMAS U. BARTON
--------------------------------------------
Thomas U. Barton
Date: July 7, 1998 /S/ JOSEPH U. BARTON
--------------------------------------------
Joseph U. Barton
