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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
FoxMeyer Health Corporation
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(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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FOXMEYER HEALTH CORPORATION
1220 SENLAC DRIVE
CARROLLTON, TEXAS 75006
June 28, 1996
To our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of
FoxMeyer Health Corporation (the "Company") to be held on Thursday, August 22,
1996, at the Crescent Court Hotel, Dallas, Texas 75201, at 8:30 a.m., local time
(the "Annual Meeting").
The accompanying Notice of Annual Meeting of Stockholders and Proxy
Statement describe the business to be transacted at the Annual Meeting.
Directors and officers of the Company will be present at the Annual Meeting to
respond to any questions that our stockholders may have.
It is important that your shares be represented at the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, we urge you to sign, date
and return the enclosed proxy card at your earliest convenience. Your prompt
cooperation will be greatly appreciated.
<TABLE>
<S> <C>
Very truly yours,
/s/ ABBEY J. BUTLER /s/ MELVYN J. ESTRIN
ABBEY J. BUTLER MELVYN J. ESTRIN
Co-Chairman of the Board Co-Chairman of the Board
and Co-Chief Executive Officer and Co-Chief Executive Officer
</TABLE>
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FOXMEYER HEALTH CORPORATION
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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The Annual Meeting of Stockholders of FoxMeyer Health Corporation, a
Delaware corporation (the "Company"), will be held on Thursday, August 22, 1996,
at the Crescent Court Hotel, Dallas, Texas 75201, at 8:30 a.m., local time (the
"Annual Meeting"), for the purpose of considering and acting upon the following
matters, that are described more fully in the accompanying Proxy Statement:
(a) To elect three directors to the Company's Board of Directors, two
of whom to hold office for a three year term and one of whom to hold office
for a one year term; and
(b) To transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on June 28, 1996 as
the record date for the purpose of determining the stockholders who are entitled
to receive notice of and to vote at the Annual Meeting and any adjournment or
postponement thereof.
A list of the stockholders entitled to vote at the Annual Meeting will be
made available for examination by any stockholder, for any purpose germane to
the Annual Meeting, during ordinary business hours, at the offices of the
Company at 1220 Senlac Drive, Carrollton, Texas 75006, commencing on
approximately August 12, 1996, and at the Annual Meeting.
STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY
CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE THAT HAS BEEN PROVIDED FOR
YOUR CONVENIENCE AND THAT REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
THE PROMPT RETURN OF PROXY CARDS WILL ENSURE A QUORUM. ANY STOCKHOLDER PRESENT
AT THE ANNUAL MEETING MAY VOTE PERSONALLY ON ALL MATTERS BROUGHT BEFORE THE
ANNUAL MEETING AND, IN THAT EVENT, HIS OR HER PROXY WILL NOT BE USED.
/s/ KEVIN J. ROGAN
KEVIN J. ROGAN
Secretary
Carrollton, Texas
June 28, 1996
<PAGE> 4
FOXMEYER HEALTH CORPORATION
1220 SENLAC DRIVE
CARROLLTON, TEXAS 75006
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PROXY STATEMENT
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INTRODUCTION
This Proxy Statement is being furnished to holders of shares of common
stock of FoxMeyer Health Corporation, a Delaware corporation (the "Company"), in
connection with the solicitation of proxies by the Board of Directors of the
Company for use at the Annual Meeting of Stockholders of the Company to be held
on Thursday, August 22, 1996, at the Crescent Court Hotel, Dallas, Texas 75201,
at 8:30 a.m., local time, and at any and all adjournments or postponements
thereof, for the purposes set forth in the accompanying Notice of Annual Meeting
of Stockholders (the "Annual Meeting"). It is expected that the Notice of Annual
Meeting, this Proxy Statement and the enclosed proxy card will be mailed to each
stockholder who is entitled to vote at the Annual Meeting commencing on or about
June 28, 1996.
Stockholders can ensure that their shares are voted at the Annual Meeting
by signing, dating and returning the enclosed proxy card in the envelope
provided. The submission of a signed proxy card will not affect a stockholder's
right to attend the Annual Meeting and vote in person. Stockholders who execute
proxies retain the right to revoke them at any time before they are voted by
filing with the Secretary of the Company a written revocation or a proxy bearing
a later date, or by attending the Annual Meeting and voting in person. The
presence at the Annual Meeting of a stockholder who has signed a proxy card does
not itself revoke that proxy.
VOTING OF PROXIES
Proxies will be voted as specified by the stockholders. Where specific
choices are not indicated, proxies will be voted FOR the proposals submitted to
the stockholders for approval. The proxy card provides space for a stockholder
to withhold voting for any or all nominees to the Board of Directors. For
purposes of determining the number of votes cast with respect to any voting
matter, only those votes cast "for" or "against" are included. Abstentions or
broker non-votes are counted only for the purpose of determining whether a
quorum is present at the Annual Meeting.
If the Annual Meeting is postponed or adjourned for any reason, at any
subsequent reconvening of the Annual Meeting all proxies will be voted in the
same manner as such proxies would have been voted at the original convening of
the Annual Meeting (except for any proxies that have theretofore been
effectively revoked or withdrawn).
If any other matters are properly presented at the meetings for
consideration, including, among other things, consideration of a motion to
adjourn the meeting to another time and/or place (including, without limitation,
for the purpose of soliciting additional proxies), the persons named in the
enclosed form of proxy and acting thereunder will have discretion to vote on
such matters in accordance with their best judgment.
GENERAL INFORMATION
The Company 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
FoxMeyer Corporation ("FoxMeyer"), FoxMeyer Drug Company, and other wholly-owned
subsidiaries. FoxMeyer's geographic coverage extends to the entire continental
United States, and is the fourth largest wholesale drug distributor in the
United States. In addition, the Company owns (a) approximately 41 percent of the
outstanding shares of FoxMeyer Canada Inc. ("FoxMeyer Canada"), which is an
integrated managed care company whose services include pharmacy benefit
management and software products for
