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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
-------- --------
COMMISSION FILE NUMBER: 0-11355
BINDLEY WESTERN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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INDIANA 84-0601662
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10333 North Meridian Street, Suite 300, Indianapolis, Indiana 46290
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (317) 298-9900
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock ($.01 par value) New York Stock Exchange
(Title of class) (Name of exchange on which registered)
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Securities registered pursuant to section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. []
$433,102,790
Aggregate market value of the voting stock held by nonaffiliates of the
registrant based on the last sale price for such stock on March 20, 1998
(assuming solely for the purposes of this calculation that all Directors and
Officers of the Registrant are "affiliates")
15,994,616
Number of shares of Common Stock outstanding as of March 20, 1998
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following document have been incorporated by reference into this
annual report on Form 10-K:
IDENTITY OF DOCUMENT PARTS OF FORM 10-K INTO WHICH
DOCUMENT IS INCORPORATED
PART III
Proxy Statement to be filed for the
1998 Annual Meeting of Common
Shareholders of Registrant
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
March 26, 1998 BINDLEY WESTERN INDUSTRIES, INC.
By /s/ William E. Bindley
-----------------------------
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ William E. Bindley Chairman of the Board and President
- -------------------------------- (Principal Executive Officer); Director March 26, 1998
William E. Bindley
/s/ William F. Bindley, II Director
- --------------------------------
William F. Bindley, II March 26, 1998
/s/ Keith W. Burks Executive Vice President; Director
- --------------------------------
Keith W. Burks March 26, 1998
/s/ Seth B. Harris Director
- --------------------------------
Seth B. Harris March 26, 1998
/s/ Robert L. Koch, II Director
- --------------------------------
Robert L. Koch, II March 26, 1998
/s/ Michael D. McCormick Executive Vice President, General Counsel
- -------------------------------- and Secretary; Director March 26, 1998
Michael D. McCormick
/s/ J. Timothy McGinley Director
- --------------------------------
J. Timothy McGinley March 26, 1998
/s/ James K. Risk, III Director
- --------------------------------
James K. Risk, III March 26, 1998
/s/ Thomas J. Salentine Executive Vice President and Chief Financial
- -------------------------------- Officer (Principal Accounting and Financial March 26, 1998
Thomas J. Salentine Officer); Director
/s/ K. Clay Smith Director March 26, 1998
- --------------------------------
K. Clay Smith
/s/ Carolyn Woo Director March 26, 1998
- --------------------------------
Carolyn Woo
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INDEX TO EXHIBITS
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Page No.
Exhibit This
No. Description Filing
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3-A 1 (i)Amended and Restated Articles of Incorporation of
Registrant........................................................
2 (ii)Amendment to Restated Articles of Incorporation increasing
number of authorized shares.......................................
3 (iii)Amendment to Restated Articles of Incorporation
establishing terms of Class A Preferred Stock.....................
3-B 12 Restated By-Laws of Registrant, as Amended to date................
4-A 4 (i) Trust Indenture dated as of September 15, 1992 between
Registrant and Bank One, Indianapolis, NA.........................
(ii)Notice Of Redemption, dated August 27, 1997, of Registrant's
6.50% Convertible Subordinated Debentures Due 2002................ __________
4-B Ninth Amendment to Amended and Restated Credit Agreement, dated
as of June 11, 1997, by and among Registrant, Bank One, Indiana,
NA, in its individual capacity, Nationsbank of Texas, N.A., The
Bank of Tokyo-Mitsubishi, Ltd., Keybank National Association,
NBD Bank, N.A., Suntrust Bank, Central Florida, N.A., The
Industrial Bank of Japan, Limited, National City Bank of Indiana,
and Bank One, Indiana, NA, as Agent (this exhibit has not been
included in this filing but will be provided upon written request
to the Registrant's Chief Financial Officer) .....................
4-C Note Purchase Agreement dated as of December 15, 1996 by and
among Registrant and Nationwide Life Insurance Company and
Employers Life Insurance Company of Wausau for $30,000,000
aggregate principal amount of Registrant's 7.25% Senior Notes due
December 27, 1999 (this exhibit has not been included in this
filing but will be provided upon written request to the
Registrant's Chief Financial Officer) ............................
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Page No.
Exhibit This
No. Description Filing
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10-A* 6 (iii)Employee Benefit Trust Agreement of Registrant dated
November 30, 1990.................................................
5 (v)Split Dollar Insurance Agreement dated December 11, 1992
between Registrant and William F. Bindley, II and K. Clay Smith
as trustees of the William E. Bindley Irrevocable Trust..........
5 (vi)The William E. Bindley Trust Agreement dated December 11,
1992 between William E. Bindley, grantor, and William F.
Bindley, II and K. Clay Smith, trustees...........................
10-B* 7 (i)Nonqualified Stock Option Plan of Registrant...................
10 (ii)Amendment to the Nonqualified Stock Option Plan of
Registrant........................................................
10-C* 7 (i)Incentive Stock Option Plan of Registrant......................
10 (ii)Amendment to the Incentive Stock Option Plan of
Registrant........................................................
10-D* 8 (i)1987 Stock Option and Incentive Plan of Registrant.............
9 (ii)Amendment to 1987 Stock Option and Incentive Plan.............
9 (iii)Outside Directors Stock Option Plan of Registrant............
10 (iv)Amendment to the 1987 Stock Option and Incentive Plan of
Registrant........................................................
10-E* 5 (i)1993 Stock Option and Incentive Plan of Registrant.............
10 (ii) First Amendment to the 1993 Stock Option and Incentive
Plan of Registrant................................................
14 (iii) Second Amendment to the 1993 Stock Option and Incentive
Plan of Registrant ...............................................
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Page No.
Exhibit This
No. Description Filing
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10-F 15 Subordinated Promissory Note between Registrant and Priority
Healthcare Corporation ..........................................
10-G 16 Revolving Credit Promissory Note between Registrant and
Priority Healthcare Corporation .................................
10-J* 13 (i)Form of Termination Benefits Agreement, dated April 1, 1996,
between the Registrant and Messrs. Bindley, Burks, McCormick,
and Salentine....................................................
12 (ii)Termination Benefits Agreement, dated as of February 8,
1996, between Registrant and Thomas G. Slama.....................
10-U 10 (i)Assistance Agreement dated August 11, 1993 between the State
of Connecticut and Registrant. ..................................
10-V (i)Agreement dated July 14, 1997 between Eaton & Lauth Real
Estate Services, Inc. and the Registrant (the exhibits to this
exhibit have not been included in this filing but will be
provided to the Commission upon written request to the
Registrant's General Counsel).................................... __________
(ii)Assignment and Assumption Agreement dated January 14, 1998
by and among College Park Plaza Associates, Inc. and
Registrant. ..................................................... __________
10-X* 12 (iii)Employment Agreement, dated February 8, 1996, between
Registrant and Thomas G. Slama...................................
12 (iv)Noncompetition Agreement, dated February 7, 1996, between
Registrant and Thomas G. Slama...................................
10-Y 12 Collective Bargaining Agreement dated October 21, 1994 between
J.E. Goold & Co. and Truck Drivers, Warehousemen and Helpers
Union Local No. 340..............................................
10-Z* 10 (i)401(k) Profit Sharing Plan (Nonstandardized) Adoption
Agreement of Registrant, effective January 1,1994................
11 (ii)Amendment to page 4 of the 401(k) Profit Sharing Plan
(Nonstandardized) Adoption Agreement of Registrant, effective
January 1, 1994..................................................
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Page No.
Exhibit This
No. Description Filing
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12 (iii)401(k) Profit Sharing Plan (Nonstandardized) Adoption
Agreement of Registrant, effective January 1, 1996................
12 (iv)Amendment to page 6 of the 401(k) Profit Sharing Plan
(Nonstandardized) Adoption Agreement of Registrant, effective
January 1, 1996...................................................
(v)Amendment to Item B.3 of the 401(k) Profit Sharing Plan
(Nonstandardized) Adoption Agreement of Registrant, effective
October 1, 1997................................................... __________
(vi)401(k) Profit Sharing Plan (Nonstandardized)
Participation Agreement of Registrant, effective July 31,1997..... __________
(vii)401(k) Profit Sharing Plan (Nonstandardized)
Participation Agreement of Registrant, effective August 8, 1997... __________
10-AA* 11 (i)Form of Profit Sharing Excess Plan and related Trust between
Registrant and each of William E. Bindley, Keith W. Burks,
Michael D. McCormick, and Thomas J. Salentine.....................
11 (ii)Form of 401(k) Excess Plan and Related Trust between
Registrant and each of William E. Bindley, Keith W. Burks,
Michael D. McCormick, and Thomas J. Salentine.....................
12 (iii)First Amendment to 401(k) Excess Plan........................
(iv)Form of Profit Sharing Excess Plan, restated as of
January 1,1996, between Registrant and each of William E. Bindley,
Keith W. Burks, Michael D. McCormick, Robert L. Myers, and
Thomas J. Salentine. .............................................. __________
(v)Form of 401(k) Excess Plan, restated as of January 1, 1996,
between Registrant and each of William E. Bindley, Keith W.
Burks, Michael D. McCormick, Robert L. Myers, and Thomas J.
Salentine ........................................................ __________
21 List of subsidiaries of Registrant................................ __________
23 Written Consent of Price Waterhouse LLP........................... __________
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27 Financial Data Schedule.......................................... ____________
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*The indicated exhibit is a management contract, compensating plan, or
arrangement required to be filed by Item 601 of Regulation S-K.
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1 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.
2 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.
3 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.
4 The copy of this exhibit filed as Exhibit 4-D to the Company's
Registration Statement on Form S-3 (Registration No. 33-50982) is
incorporated by reference.
5 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,
1992 is incorporated by reference.
6 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,
1990 is incorporated by reference.
7 The copy of this exhibit filed as the same exhibit number to the
Company's Registration Statement on Form S-1 (Registration No. 2-84862)
is incorporated by reference.
8 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,
1986 is incorporated by reference.
9 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,
1991 is incorporated by reference.
10 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.
11 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,
1994 is incorporated by reference.
12 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,
1995 is incorporated by reference.
13 The copy of this exhibit filed as Exhibit 10-CC to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 is
incorporated by reference.
14 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,
1996 is incorporated by reference.
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15 The copy of this exhibit filed as Exhibit 10-K to Priority Healthcare
Corporation's Registration Statement on Form S-1 (Registration No.
333-34463) is incorporated herein by reference.
16 The copy of this exhibit filed as Exhibit 10-N to Priority Healthcare
Corporation's Registration Statement on Form S-1 (Registration No.
333-34463) is incorporated herein by reference.
