<PAGE>
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 2, 1998
HORIZON PHARMACIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22403 75-2441557
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
275 W. PRINCETON DRIVE
PRINCETON, TEXAS 75407
(Address of Principal Executive Offices) (Zip Code)
(972) 736-2424
(Registrant's telephone number, including area code)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS
On August 26, 1998, HORIZON Pharmacies, Inc. (the "Registrant") and
McKesson Corporation ("McKesson"), entered into a Second Amendment to Credit
Agreement which amends that certain Credit Agreement dated July 2, 1998
between the parties, as amended by that certain First Amendment to Credit
Agreement dated July 20, 1998 (collectively, the "Credit Agreement"). The
Credit Agreement, as amended, provides that McKesson will provide the
Registrant with a revolving loan facility in an amount not to exceed
$15,000,000 and a term loan in the original principal amount of $3,000,000
for general corporate purposes and acquisitions (collectively, the "Credit
Facilities"). Availability of the revolving loan facility is subject to
borrowing base requirements and compliance with loan covenants. In connection
with the Credit Facilities the Registrant's wholly-owned subsidiary, HORIZON
Home Care, Inc. ("HHC"), executed a Guaranty Agreement, and the Registrant
and HHC both executed a Security Agreement in favor of McKesson.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
The following exhibits are filed with this report:
<TABLE>
<CAPTION>
Exhibit No. Name of Exhibit
----------- ---------------
<S> <C>
*10.1 Credit Agreement dated July 2, 1998 by and between
HORIZON Pharmacies, Inc. and McKesson Corporation.
*10.2 First Amendment to Credit Agreement dated as of
July 20, 1998 between HORIZON Pharmacies, Inc. and
McKesson Corporation.
10.3 Second Amendment to Credit Agreement dated as of
August 26, 1998 between HORIZON Pharmacies, Inc. and
McKesson Corporation filed electronically herewith.
Omitted from this Agreement, as filed, are the
exhibits thereto. The Registrant will furnish
supplementally a copy of any such omitted exhibits
to the Commission upon request.
</TABLE>
- ---------------------
* Previously filed
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
REGISTRANT:
HORIZON PHARMACIES, INC.
Date: August 31, 1998 By: /s/ Ricky D. McCord
----------------------------------
Ricky D. McCord, President
-3-
<PAGE>
SECOND AMENDMENT
TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is
dated as of August 26, 1998 between HORIZON Pharmacies, Inc., a Delaware
corporation ("BORROWER"), and McKesson Corporation, a Delaware corporation
("MCKESSON").
RECITALS
WHEREAS, Borrower and McKesson are parties to that certain Credit
Agreement dated as of July 2, 1998, as amended by a First Amendment to Credit
Agreement dated July 20, 1998 (the "CREDIT AGREEMENT"). Capitalized terms
used herein without definition shall have the same meanings herein as set
forth in the Credit Agreement.
WHEREAS, Borrower and McKesson wish to correct the inadvertent
omission of an agreed term from the Credit Agreement.
NOW, THEREFORE, in consideration of the promises and the
agreements, provisions and covenants herein contained, the parties hereto
agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
The following Section 1.8 is hereby added to the Credit Agreement:
SECTION 1.8 FACILITY FEE. Borrower agrees to pay McKesson a
facility fee in an amount equal to [redacated -- Confidential Treatment]% per
annum, payable quarterly in arrears, on the average daily amount by which (i)
$15,000,000 exceeds (ii) the outstanding aggregate principal amount of
Revolving Loans.
SECTION 2. CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective as of the first date (the "SECOND
AMENDMENT DATE") when the Borrower and McKesson shall have delivered to one
another duly executed counterparts of this Amendment. When and if this
Amendment becomes effective, the amendments set forth in Section 1 shall be
deemed effective as of July 2, 1998.
SECTION 3. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER
<PAGE>
LOAN AGREEMENTS.
(i) On and after the Second Amendment Date, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to the "Credit Agreement", "thereunder", "thereof"
or words of like import referring to the Credit Agreement shall mean and be a
reference to the Amended Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of
McKesson under, the Credit Agreement or any of the other Loan Documents nor
to create any course of dealing or otherwise obligate McKesson to forebear or
execute similar amendments or any waiver in similar circumstances in the
future.
B. HEADINGS. Section and subsection headings in this Amendment
are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.
C. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
D. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. Each
of the parties hereto understands and agrees that this document (and any
other document required herein) may be delivered by any party thereto either
in the form of an executed original or an executed original sent by facsimile
transmission to be followed promptly by mailing of a hard copy original, and
that receipt by a party of a facsimile transmitted document purportedly
bearing the signature of the other party shall bind the other party with the
same force and effect as the delivery of a hard copy original. Any failure
by a party to receive the hard copy executed original of such document shall
not diminish the binding effect of receipt of the facsimile transmitted
executed original of such document of the other party.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
HORIZON PHARMACIES, INC.
By:
----------------------------------
Title
--------------------------------
McKESSON CORPORATION
By:
----------------------------------
Title
--------------------------------
ACKNOWLEDGMENT AND CONSENT OF GUARANTOR
The undersigned in its capacity as a guarantor under that
certain Guaranty dated as of July 2, 1998 made in favor of McKesson hereby
(i) acknowledges and consents to the execution, delivery and performance by
Borrower of the foregoing Second Amendment to Credit Agreement (the
"Amendment"), (ii) acknowledges that the undersigned's consent is being
sought purely as a protective measure and understands that the terms of the
Credit Agreement dated as of July 2, 1998 may be amended without prior notice
to or consent of the undersigned and without discharging or otherwise
affecting the liability of the undersigned under the Guaranty, and (iii)
reaffirms that it will continue to be bound by all of the provisions of the
Guaranty and that such Guaranty will remain in full force and effect
notwithstanding the execution and delivery by Borrower of the First Amendment
referred to above.
HORIZON HOME CARE, INC.
By:
----------------------------------
Its
----------------------------------
