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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 Earliest Event Reported): August 27, 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) 446-4800
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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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On August 27, 1996, FoxMeyer Health Corporation announced
that FoxMeyer Drug Company, a subsidiary of FoxMeyer Health
Corporation, filed a petition seeking relief under Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court in the District of
Delaware. FoxMeyer Drug Company has secured a $775 million financing
package arranged by General Electric Capital Corporation as part of
the Chapter 11 filing. Included in FoxMeyer Drug Corporation's
bankruptcy petition, were the following other subsidiaries of FoxMeyer
Health Corporation: FoxMeyer Corporation; FoxMeyer Software Company;
Health Mart, Inc.; Healthcare Transportation Systems, Inc.; and
Merchandise Coordinator Services Corporation. FoxMeyer Health
Corporation itself did not file any bankruptcy petitions.
FoxMeyer Health Corporation also announced that Robert A.
Peiser was appointed Vice Chairman of the Board of Directors and Chief
Executive Officer of FoxMeyer Drug Company.
In addition, the previously announced Stock Sale Agreement
between FoxMeyer Corporation and FM Acquisition Corp., an affiliate of
York Management Services, Inc. has been terminated.
Reference is hereby made to the Press Release, dated August
27, 1996, issued by FoxMeyer Health Corporation, which is attached
hereto as Exhibit 99 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
99 Press Release, dated August 27, 1996, issued by
FoxMeyer Health Corporation.
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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: AUGUST 28, 1996 By: /s/ Edward L. Massman
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Edward L. Massman
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description Page No.
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99 Press Release, dated August 27, 1996,
issued by FoxMeyer Health Corporation.
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EXHIBIT 99
Contact: Sitrick And Company
Michael Kolbenschlag
Ann Julsen
(214) 446-4528
FoxMeyer Health Corporation
Investor Calls:
Alex Gleeson
Morgen-Walke Associates, Inc.
(212) 850-5640
FOR IMMEDIATE RELEASE
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FOXMEYER DRUG NAMES ROBERT A. PEISER CEO;
FILES CHAPTER 11 TO ENSURE TIMELY,
ADEQUATE SUPPLY OF GOODS TO CUSTOMERS;
SECURES $775 MILLION FINANCING PACKAGE
FOXMEYER HEALTH CORPORATION NOT INCLUDED IN FILING
DALLAS, TEX. -- AUGUST 27, 1996 -- FoxMeyer Drug Company, a
unit of FoxMeyer Health Corporation (NYSE:FOX), today announced that
it has named Robert A. Peiser as vice chairman and chief executive
officer. Most recently, Mr. Peiser was executive vice president and
chief financial officer of Trans World Airlines, where he was credited
with implementing major cost reductions and widely recognized as the
architect of the airline's successful 1995 financial restructuring,
resulting in a speedy reorganization under Chapter 11.
Concurrently, FoxMeyer Drug said that in order to ensure an
adequate supply of goods to its customers, it is filing for protection
under Chapter 11 of the U.S. Bankruptcy Code. The Company said that
it has secured a $775 million financing package
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arranged by GE Capital Services, as part of its Chapter 11 filing.
FoxMeyer Drug said the filing is being made in the U.S. Bankruptcy
Court in the District of Delaware. FoxMeyer Drug stated that the
previously announced agreement for it to be sold to a New Jersey
investor group led by William F. Taggart has been terminated.
FoxMeyer Health Corporation is not included in the Chapter
11 filing.
FoxMeyer Drug said that despite reaching agreement in June
on a new and expanded banking facility, recent restriction of credit
terms by its suppliers made the filing a necessity.
"As we explained in several meetings with a number of our
suppliers, we believe that we would have been able to operate
successfully outside of Chapter 11 with the continuation of normal
trade terms," said William Estes, president and chief operating
officer of FoxMeyer Drug. "Some suppliers, however, apparently
preferred the certainty of a Chapter 11, where they knew that as post-
petition suppliers they would receive priority status by the court for
any new goods that were purchased."
Mr. Estes said that with the filing and the three-quarter of
a billion dollar financing package, he was confident that the
company's relationship with its vendors, and business in general, will
quickly return to normal.
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Mr. Estes said that, despite the filing, daily operations at
FoxMeyer Drug will continue as usual. "As far as the company's
customers are concerned, we expect to be able to provide them with as
good or better service levels as before."
He said that FoxMeyer Drug's employees should notice little,
if any, difference in their jobs. Paychecks will be issued as usual,
at the same time as if no proceeding had been filed.
Mr. Estes said that FoxMeyer Drug's basic drug wholesaling
business continues to show strong improvement. He said that the
Company's performance should continue to improve due to the credit
assurances. "Funds will now be available to invest in the products
and services required to enhance our customers' businesses and further
strengthen relationships," he said.
Mr. Estes continued, "Over the past several months, we have
taken a number of steps to reduce costs and improve operations. We
have significantly reduced distribution center expenses, instituted a
wage freeze and eliminated unprofitable contracts."
"We have a well-established customer base, a solid
distribution system and an excellent employee group," he stated. "I
am confident that, with our supplier relationships back on track, we
will be able to return the company to profitability."
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Mr. Peiser served with Bahadur, Balan & Kazerski, a
turnaround consulting firm based in Southfield, Mich., prior to
joining TWA. Before that, he served as president and CEO of Florida-
based Orange-co, Inc., which was named Turnaround Company of the Year
by the Tampa Tribune during his tenure; and in executive positions
with such firms as Borman's Inc., a Detroit supermarket chain; ALC
Communications Corp., a Michigan-based long distance telephone
company; Hertz Corporation; and RCA Corporation.
FoxMeyer Drug Company is the nation's fourth largest
wholesaler of drugs, employing 2,400 people in 21 states and the
District of Columbia.
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