<PAGE>
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): October 12, 1994
FOXMEYER HEALTH CORPORATION
- ---------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
- ---------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-8549 25-1425889
- ------------------------------ ------------------------------
(Commission File Number) (I.R.S. Employer
Identification No.)
1220 Senlac Drive, Carrollton, Texas 75006
- --------------------------------------------- --------------------
(Address of Principal Executive Offices) (Zip Code)
(214) 446-4800
- ---------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
NATIONAL INTERGROUP, INC.
- ---------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
<PAGE>
Item 5. Other Events.
------------
FoxMeyer Health Corporation (the "Registrant") and FoxMeyer
Corporation ("FoxMeyer") announced on October 13, 1994 that the merger
of FoxMeyer with and into a wholly-owned subsidiary of the Registrant
was approved by the stockholders of both the Registrant and FoxMeyer
at annual meetings held on October 12, 1994, and such merger was
consummated on October 12, 1994. At the Registrant's annual meeting,
stockholders also voted to approve a change in the Registrant's name
to "FoxMeyer Health Corporation."
Attached hereto and incorporated herein by reference is the press
release issued by the Registrant and FoxMeyer in connection with the
consummation of the merger.
Item 7. Exhibits.
--------
(99) Text of Press Release issued by the Registrant and FoxMeyer
dated October 13, 1994.
NYFS05...:\35\64935\0021\1547\FRM01294.S0A
<PAGE>
<PAGE>
SIGNATURES
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.
DATE: October 14, 1994 FOXMEYER HEALTH CORPORATION
By:: /s/ Peter B. McKee
---------------------------------
Peter B. McKee
Vice President and
Chief Financial Officer
<PAGE>
<PAGE>
Exhibit Index
-------------
Page Number
in Subsequentially
Exhibit Numbered
Number Document
------- --------
(99) Text of Press Release issued by the Registrant
and FoxMeyer dated October 13, 1994
<PAGE>
FOR IMMEDIATE RELEASE
COMPANY CONTACT: J. Warren Henry
(214) 446-4270
NATIONAL INTERGROUP CHANGES NAME TO
FOXMEYER HEALTH CORPORATION,
OUTLINES INNOVATIVE HEALTH CARE STRATEGY
NATIONAL INTERGROUP AND FOXMEYER STOCKHOLDERS APPROVE MERGER
DALLAS, Texas, October 13, 1994 -- National Intergroup, Inc.
(NYSE:NII) and its 80.5% owned subsidiary, FoxMeyer Corporation
(NYSE:FOX), announced that the merger of FoxMeyer into a wholly-owned
subsidiary of National Intergroup was approved by the stockholders of
both National Intergroup and FoxMeyer at their annual meetings on
Wednesday, October 12, 1994. At the National Intergroup annual
meeting, National Intergroup stockholders also approved changing
National Intergroup's name to "FoxMeyer Health Corporation" to more
accurately reflect the company's strategy for growth.
"We clearly see ourselves as more than 'just a wholesaler,'
said Thomas L. Anderson, FoxMeyer Health president and chief operating
officer. "We are committed to becoming a leading health care provider
of products and information-based services throughout North America.
We will continue to introduce innovations - new systems capabilities,
electronic services, marketing programs, niche businesses, new
distribution capabilities - that we expect to carry FoxMeyer Health
ahead of its competition, in terms of efficiency and quality of
service, over the next few years."
"We believe that this strategic vision - FoxMeyer Health as
an innovative provider of health care services and products - will
guide us in delivering the most value to our retail and
hospital/alternate care customers, as well as to our shareholders,"
Anderson said.
Certificates effecting the merger and the name change have
been filed in Delaware. Trading of shares of FoxMeyer common stock
has ceased. Holders of shares of FoxMeyer Corporation common stock
will be entitled to receive 0.904 shares of FoxMeyer Health
Corporation (formerly named National Intergroup, Inc.) common stock in
exchange for each of their shares of FoxMeyer common stock. Letters
of Transmittal with instructions on how FoxMeyer stockholders can
exchange their
NYFS05...:\35\64935\0021\1547\REL01394.P90
<PAGE>
<PAGE>
shares will be sent shortly. FoxMeyer will continue as a wholly-owned
subsidiary of FoxMeyer Health Corporation.
On or about November 14, 1994, the trading symbol for shares
of common stock of FoxMeyer Health Corporation (formerly named
National Intergroup) on the New York Stock Exchange will change from
"NII" to "FOX." Until November 14, 1994, shares of common stock of
FoxMeyer Health Corporation will trade under the "NII" symbol.
FoxMeyer Health Corporation reported sales of $5.4 billion
for the year ended March 31, 1994, and is a holding company
principally involved in:
- Health care services, including the distribution of a
full line of pharmaceutical products and health and
beauty aids, as well as providing managed care
services, through its subsidiary, FoxMeyer Corporation;
- And the franchising of general variety stores and the
franchising and operation of crafts stores, together
with the wholesale distribution of products to those
stores, through its 67.2%-owned subsidiary, Ben
Franklin Retail Stores, Inc.
Following its annual meeting of shareholders, the FoxMeyer
Health board of directors announced that it was considering spinning
off a substantial portion of the company's ownership in Ben Franklin
Retail Stores, Inc. through a distribution of a large proportion of
its Ben Franklin stock to FoxMeyer Health shareholders.
