FORM 8 - A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Bindley Western Industries, Inc.
Indiana 84-0601662
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
10333 North Meridian Street, Suite 300 Indianapolis, Indiana 46290
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
Common Stock, $0.01 Par ValueNew York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Description of Registrant's Securities
Item 1. TO BE REGISTERED
COMMON STOCK, $0.01 PAR VALUE
The capital stock of Bindley Western Industries, Inc. (the "Company" or
"Registrant") to be registered on the New York Stock Exchange, Inc. (the
"Exchange"), is the Registrant's Common Stock with a par value of $0.01 per
share.
Holders of the Company's Common Stock are entitled to receive ratably such
dividends as the Board of Directors may from time to time declare out of funds
legally available therefor. Holders of the Company's Common Stock are entitled
to one vote per share on each matter submitted to shareholders. In general,
shareholder approval of a matter is obtained if a quorum is present and if the
votes cast favoring the action exceed the votes cast opposing the action.
However, action to approve a merger, a share exchange, a sale of substantially
all of the Company's assets, the granting of control share voting rights
certain business combinations under the Indiana Business Corporation Law and a
Cumulative voting for election of directors is not permitted. The Company's
Common Stock has no redemption provisions and the holders thereof have no
preemptive rights. Upon liquidation of the Company, after payment or provision
for payment of all of the Company's obligations and any liquidation preference
of outstanding Special Stock, the holders of the Company's Common Stock share
ratably in the remaining assets of the Company.
The transfer agent and registrar for the Company's Common Stock is Bank One,
Indianapolis, N.A., Indianapolis, Indiana.
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Item 2. EXHIBITS
A. Specimen certificate for Registrant's common
stock (incorporated herein by reference to Form 8-A, filed with
the Commission on December 2, 1983, Registration No. 0-11355).
B. Restated Articles of Incorporation of Registrant
(the copy of this exhibit filed as the same exhibit number to
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1987 is incorporated by reference).
Amendment to Restated Articles of Incorporation
(the copy of this exhibit filed as Exhibit 4(a)(ii) to the
Company's Registration Statement on Form S-3 (Registration No.
33-45965) is incorporated by reference.)
Amendment to Restated Articles of Incorporation
establishing terms of class A Preferred Stock (the copy of this
exhibit filed as exhibit number 1 to the Company's quarterly
Report on Form 10-Q for the quarter ended June 30, 1992 is
incorporated by reference).
C. Restated By-Laws of Registrant, as amended to
date (the copy of this exhibit filed as Exhibit 4-B to the
Company's Registration Statement on Form S-3 (Registration No.
33-45965) is incorporated by reference).
Amendment to Restated By-Laws increasing to 10
the number of Directors of Registrant (the copy of this exhibit
filed as the same exhibit number to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993 is
incorporated by reference).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
(Registrant)
Bindley Western Industries, Inc.
/s/ Thomas J. Salentine
Thomas J. Salentine
Dated: July 17, 1995
