SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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. 1)*
HORIZON PHARMACIES, INC.
--------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
-------------------------------
(Title of Class of Securities)
439902107
---------------
(CUSIP Number)
December 31, 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 15 Pages
Exhibit Index: Page 12
<PAGE>
SCHEDULE 13G
CUSIP No. 439902107 Page 2 of 15 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 185,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 185,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
185,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
3.30%
12 Type of Reporting Person*
PN; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 439902107 Page 3 of 15 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 1,086,500
Each
Reporting 7 Sole Dispositive Power
Person 11,838
With
8 Shared Dispositive Power
1,086,500
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,098,338
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
19.42%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 439902107 Page 4 of 15 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 1,098,338
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,098,338
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,098,338
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
19.42%
12 Type of Reporting Person*
CO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 439902107 Page 5 of 15 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 1,098,338
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,098,338
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,098,338
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
19.42%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 439902107 Page 6 of 15 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 1,098,338
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,098,338
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,098,338
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
19.42%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 15 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 15 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 February 4, 1999, 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 1,098,338 Shares. This number consists of (1) 901,000 Shares
held for the accounts of White Rock Clients (assumes the conversion of 33,700
warrants into 33,700 Shares), (2) 185,500 Shares held for the account of White
Rock Partners (assumes the conversion of 6,600 warrants into 6,600 Shares) and
(3) 11,838 Shares held for the account of White Rock Management (assumes the
conversion of 700 warrants into 700 Shares).
(ii) White Rock Partners may be deemed to be the
beneficial owner of the 185,500 Shares held for its account (assumes the
conversion of 6,600 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 700 warrants into 700 Shares).
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 19.42% 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 3.30% of the
total number of Shares outstanding.
<PAGE>
Page 9 of 15 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: 185,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 185,500
(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: 1,086,500
(iii) Sole power to dispose or to direct the disposition of: 11,838
(iv) Shared power to dispose or to direct the disposition of: 1,086,500
White Rock, Inc.
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,098,338
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,098,338
Thomas U. Barton
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,098,338
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,098,338
Joseph U. Barton
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,098,338
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,098,338
<PAGE>
Page 10 of 15 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 15 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: February 4, 1999 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/ PAULA STOREY
-------------------------
Paula Storey
Attorney-in-Fact
Date: February 4, 1999 WHITE ROCK CAPITAL MANAGEMENT. L.P.
By: White Rock Capital Inc.
Its General Partner
By: /S/ PAULA STOREY
------------------------------
Paula Storey
Attorney-in-Fact
Date: February 4, 1999 WHITE ROCK CAPITAL, INC.
By: /S/ PAULA STOREY
-----------------------------------
Paula Storey
Attorney-in-Fact
Date: February 4, 1999 THOMAS U. BARTON
By: /S/ PAULA STOREY
-----------------------------------
Paula Storey
Attorney-in-Fact
Date: February 4, 1999 JOSEPH U. BARTON
By: /S/ PAULA STOREY
-----------------------------------
Paula Storey
Attorney-in-Fact
<PAGE>
Page 12 of 15 Pages
EXHIBIT INDEX
Page No.
--------
B. Power of Attorney dated October 7th, 1998 granted by
Mr. Thomas U. Barton in favor of Paula Storey....... 13
C. Power of Attorney dated October 7th, 1998 granted by
Mr. Joseph U. Barton in favor of Paula Storey....... 14
D. Power of Attorney dated October 7th, 1998 granted by
White Rock Capital, Inc. in favor of Paula Storey... 15
Page 13 of 15 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, THOMAS U. BARTON, hereby make,
constitute and appoint PAULA STOREY, acting individually, as my agent and
attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as President of, or in other capacities with
White Rock Capital, Inc., all documents, certificates, instruments, statements,
filings and agreements ("documents") to be filed with or delivered to any
foreign or domestic governmental or regulatory body or required or requested by
any other person or entity pursuant to any legal or regulatory requirement
relating to the acquisition, ownership, management or disposition of securities
or other investments, and any other documents relating or ancillary thereto,
including but not limited to, all documents relating to filings with the United
States Securities and Exchange Commission (the "SEC") pursuant to the Securities
Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 7th day of
October, 1998.
\s\ Thomas U. Barton
------------------------------
THOMAS U. BARTON
Page 14 of 15 Pages
EXHIBIT C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOSEPH U. BARTON, hereby make,
constitute and appoint PAULA STOREY, acting individually, as my agent and
attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity, or (b) in my capacity as Secretary or Treasurer of, or in other
capacities with White Rock Capital, Inc., all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 7th day of
October, 1998.
\s\ Joseph U. Barton
-------------------------------------
JOSEPH U. BARTON
Page 15 of 15 Pages
EXHIBIT D
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned White Rock Capital Inc., a
corporation organized and existing under the laws of the state of Texas (the
"Company"), hereby designates, constitutes and appoints PAULA STOREY, acting
individually, as its true and lawful agent and attorney-in-fact, to execute and
deliver, in the name and on behalf of the undersigned, all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including: (1) all documents relating to the beneficial ownership of
securities required to be filed with the SEC pursuant to Section 13(d) or
Section 16(a) of the Act including, without limitation: (a) any acquisition
statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any
joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements
of, or statements of changes in, beneficial ownership of securities on Form 3,
Form 4 or Form 5 and (2) any information statements on Form 13F required to be
filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
IN WITNESS WHEREOF, this instrument is executed as of the 7th day of October,
1998.
WHITE ROCK CAPITAL, INC.
\s\ Thomas U. Barton
-------------------------------------
Thomas U. Barton
President
