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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of EarliestEvent Reported): December20, 1996
FOXMEYER HEALTH CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-8549 25-1425889
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(Commission File Number) (I.R.S. Employer
Identification No.)
1220 Senlac Drive, Carrollton, Texas 75006
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(Address of Principal Executive Offices) (Zip Code)
(214) 365-7450
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
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FoxMeyer Health Corporation ("Fox Health") has
determined that it will not make the quarterly dividend
payments scheduled for January 1997 with respect to its
$5.00 Cumulative Convertible Preferred Stock or its $4.20
Cumulative Exchangable Series A Preferred Stock. As a
result of Fox Health's prior repurchases of its $5.00
Cumulative Convertible Preferred Stock, Fox Health has
complied with its mandatory sinking fund obligation for its
$5.00 Cumulative Preferred Stock and, therefore, will not be
required to redeem additional shares of its $5.00 Cumulative
Convertible Preferred Stock on January 15, 1997.
Reference is hereby made to the Press Release,
dated December 20, 1996, issued by Fox Health, which is
attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
Fox Health has exercised its option to either sell
its 69.8% majority investment in Hamilton Morgan LLC
("Hamilton Morgan") or buy the remaining minority interest
from Hamilton Morgan's other major investor, Robert Haft.
Robert Haft has 90 days from December 19, 1996 to respond to
Fox Health by agreeing to sell his interest in Hamilton
Morgan to Fox Health or purchase from Fox Health its
interest in Hamilton Morgan.
Reference is hereby made to the Press Release,
dated December 19, 1996, issued by Fox Health, which is
attached hereto as Exhibit 99.2 and is incorporated herein
by reference.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
99.1 Press Release, dated December 20, 1996,
issued by FoxMeyer Health Corporation.
99.2 Press Release, dated December 19, 1996,
issued by FoxMeyer Health Corporation
Page 2 of 4 pages
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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.
FOXMEYER HEALTH CORPORATION
(Registrant)
DATE: December 26, 1996 By: /s/ Edward L. Massman
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Edward L. Massman
Senior Vice President and
Chief Financial Officer
Page 3 of 4 pages
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EXHIBIT INDEX
Exhibit No. Description Page No.
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99.1 Press Release, dated December 20, 1996,
issued by FoxMeyer Health Corporation.
99.2 Press Release, dated December 19, 1996,
issued by FoxMeyer Health Corporation.
Page 4 of 4 pages
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Exhibit 99.1
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FOR IMMEDIATE RELEASE
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FOXMEYER HEALTH ANNOUNCES IT WILL PASS JANUARY 1997
PREFERRED STOCK DIVIDENDS
DALLAS, TX -- DECEMBER 20, 1996 -- FOXMEYER HEALTH
CORPORATION (NYSE: FOX) today announced that it has determined not to
make the next quarterly cash dividend payments that are scheduled for
January 1997 on either the Company's $5.00 Cumulative Convertible
Preferred Stock or its $4.20 Cumulative Exchangeable Series A
Preferred Stock.
FoxMeyer Health also announced today that as a result of
stock repurchases previously made, the Company has fully complied with
its mandatory sinking fund obligations for its $5.00 Cumulative
Convertible Preferred Stock, and will therefore not be required to
redeem any further shares of that stock on January 15, 1997.
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Exhibit 99.2
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Contacts: Morgan-Walke Associates
Betsy Brod/Alex Gleeson
Media: Michelle Zawrotny
FOR IMMEDIATE RELEASE (212) 850-5600
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FOXMEYER HEALTH INVOKES BUY/SELL DISPUTE RESOLUTION PROVISION
OF HAMILTON MORGAN LLC WHICH HOLDS 31% OF PHAR-MOR, INC.
DALLAS, TX, DECEMBER 19, 1996 -- FOXMEYER HEALTH CORPORATION
(NYSE: FOX) announced today that the Company has exercised its option
to either sell its 69.8% majority investment in Hamilton Morgan LLC or
buy the minority interest, at a price of $9.00 per share, from the
partnership's other major investor, Robert Haft, Chairman and Chief
Executive Officer of Phar-Mor, Inc. Hamilton Morgan LLC is a limited
liability Company whose sole investment is its approximately 31% stake
or 3,750,000 shares of Phar-Mor, Inc. (Nasdaq: PMOR), a deep-discount
drug store chain which has entered into an agreement, along with
Shopko Stores (NYSE: SKO), to sell or exchange their respective
businesses to a newly created company, Cabot Noble, Inc.
Under the provisions of the Hamilton Morgan LLC agreement,
Mr. Haft now has 90 days in which to respond to FoxMeyer Health by
agreeing to either sell his interest in or purchase FoxMeyer Health's
interest in Hamilton Morgan LLC. According to the letter sent by
FoxMeyer to Haft, a decision to purchase FoxMeyer Health's interest
would result in total cash proceeds of $26,557,500 to FoxMeyer. If
Mr. Haft elects to sell his shares, he would receive proceeds
amounting to $7,192,500, of which $3,596,250 would be paid be paid at
closing and the remainder due in 18 months. FoxMeyer Health currently
owns, and will continue to own after the conclusion of this
transaction, an additional one million shares of Phar-Mor, Inc.
outside of its investment in the limited liability company.
With respect to the transaction, the management of FoxMeyer
Health Corporation stated that its decision to implement the dispute
resolution process is based on its dissatisfaction with its joint
ownership of Hamilton Morgan. Consequently, the management of
FoxMeyer Health believes that its shareholders' interests, as well as
those of Phar-Mor shareholders, are better served through the exercise
of the dispute resolution process.
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