SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____.
Commission file number 001-11519
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
PROFIT SHARING PLAN OF
BINDLEY WESTERN INDUSTRIES, INC. & SUBSIDIARIES
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
BINDLEY WESTERN INDUSTRIES, INC.
10333 North Meridian Street, Suite 300
Indianapolis, Indiana 46290
<PAGE>
REQUIRED INFORMATION
Item4. The Plan is subject to the Employee Retirement Income Security
Act of 1974 ("ERISA") and the Plan's financial statements and
schedules have been prepared in accordance with the financial
reporting requirements of ERISA. Such financial statements and
schedules are included in this Report in lieu of the
information required by Items 1-3 of Form 11-K.
Financial Statements and Exhibits
(a) Financial Statements
Report of Independent Accountants
Financial Statements:
Statement of Net Assets Available for Plan Benefits, with Fund
Information, at December 31, 1997 and 1996
Statement of Changes in Net Assets Available for Plan Benefits, with
Fund Information, for the Year Ended December 31, 1997
Notes to Financial Statements
Schedules *:
Schedule of Assets Held for Investment Purposes at December 31, 1997
(Schedule I)
Schedule of Reportable Transactions for the Year Ended December 31, 1997
(Schedule V)
*Note - Other schedules have been omitted because they are not applicable.
(b) Exhibits
23 - Consent of Price Waterhouse LLP
Profit Sharing Plan of Bindley Western Industries,
Inc. and Subsidiaries
Financial Statements
As of December 31, 1997 and 1996 and for the year
ended
December 31, 1997.
<PAGE>
Report of Independent Accountants
June 8, 1998
To the Participants and Administrator of the
Profit Sharing Plan of Bindley Western Industries, Inc.
and Subsidiaries
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Profit Sharing Plan of Bindley Western Industries, Inc. and
Subsidiaries at December 31, 1997 and 1996, and the changes in net assets
available for plan benefits for the year ended December 31, 1997, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
schedules I and V is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. The Fund Information in the statement of net assets available
for plan benefits and the statement of changes in net assets available for plan
benefits is presented for purposes of additional analysis rather than to present
the net assets available for plan benefits and changes in net assets available
for plan benefits of each fund. Schedules I and V and the Fund Information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
<PAGE>
Profit Sharing Plan of
Bindley Western Industries, Inc. and Subsidiaries
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C>
Victory Victory Victory
BWI Investment Victory Special U.S. Gov't
Common Quality Bond Balanced Value Obligations
Stock Fund Fund Stock Fund Fund
Assets
Investments, at fair value:
Key Trust Mutual Funds
Victory Prime Obligations Fund $ 11,715
Victory Investment Quality Bond Fund 384,404
Victory Balanced Fund 2,143,468
Victory Special Value Stock Fund 1,355,213
Victory U.S. Government Obligations Fund 3,667,604
American Europacific Growth Fund
American Washington Mutual Investors Fund
Bindley Western Industries Common Stock 4,626,742
Loans to participants
-----------------------------------------------------------------------
Total investments 4,638,457 384,404 2,143,468 1,355,213 3,667,604
Receivables:
Employer contributions 254,371 69,571 249,327 165,576 426,221
Employee contributions 3,808 1,081 4,987 2,285 3,082
Accrued investment income 92 - - - -
------------------------------------------------------------------------
Total assets 4,896,728 455,056 2,397,782 1,523,074 4,096,907
Liabilities
Other liabilities (4,498) (188) (545) (346) (2,512)
------------------------------------------------------------------------
Net assets available for plan benefits $ 4,892,23 $ 454,868 $ 2,397,237 $ 1,522,728 $ 4,094,395
========================================================================
American
American Washington
EuroPacific Mutual Investors Loan
Growth Fund Fund Fund Total
Assets
Investments, at fair value:
Key Trust Mutual Funds
Victory Prime Obligations Fund $ 11,715
Victory Investment Quality Bond Fund 384,404
Victory Balanced Fund 2,143,468
Victory Special Value Stock Fund 1,355,213
Victory U.S. Government Obligations Fund 3,667,604
American Europacific Growth Fund 525,524 525,524
American Washington Mutual Investors Fund 3,219,190 3,219,190
Bindley Western Industries Common Stock 4,626,742
Loans to participants 71,823 71,823
-------------------------------------------------
Total investments 525,524 3,219,190 71,823 16,005,683
Receivables:
Employer contributions 91,905 319,241 - 1,576,212
Employee contributions 1,500 5,444 - 22,187
Accrued investment income - - - 92
--------------------------------------------------
Total assets 618,929 3,543,875 71,823 17,604,174
Liabilities
Other liabilities (198) (759) - (9,046)
-------------------------------------------------
Net assets available for plan benefits $ 618,731 $ 3,543,116 $ 71,823 $ 17,595,128
=================================================
</TABLE>
<PAGE>
Profit Sharing Plan of
Bindley Western Industries, Inc. and Subsidiaries
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1996
- --------------------------------------------------------------------------------
Fund Information
<TABLE>
<S> <C> <C> <C> <C> <C>
Victory Victory Victory
BWI Investment Victory Special U.S. Gov't
Common Quality Bond Balanced Value Obligations
Stock Fund Fund Stock Fund Fund
Assets
Investments, at fair value:
Key Trust Mutual Funds
Victory Prime Obligations Fund $ 14,260
Victory Investment Quality Bond Fund 260,699
Victory Balanced Fund 1,649,571
Victory Special Value Stock Fund 972,962
Victory U.S. Gov't Obligations Fund 3,564,031
American EuroPacific Growth Fund
American Washington Mutual Investors Fund
Bindley Western Industries Common Stock 2,359,778
Loans to participants
------------ ------------- ------------- --------- ----------
Total investments 2,374,038 260,699 1,649,571 972,962 3,564,031
Receivables:
Employer contributions 196,111 64,282 222,361 139,978 361,826
Employee contributions 2,952 915 3,704 1,600 2,500
Accrued investment income 17,348
Net pending transfers
(to) from other funds 8,794 238 8,794 (17,497)
------------ ------------- ------------ ---------- --------
Total assets 2,573,101 334,690 1,875,874 1,123,334 3,928,208
Liabilities
Other liabilities (1,221) (355) (781) (554) (1,005)
------------ ------------ ----------- ---------- ---------
Net assets available for plan benefits $2,571,880 $ 334,335 $ 1,875,093 $ 1,122,780 $ 3,927,203
============ ============ =========== =========== ==========
American
American Washington
EuroPacific Mutual Investors Loan
Growth Fund Fund Fund Total
Assets
Investments, at fair value:
Key Trust Mutual Funds
Victory Prime Obligations Fund 14,260
Victory Investment Quality Bond Fund 260,699
Victory Balanced Fund 1,649,571
Victory Special Value Stock Fund 972,962
Victory U.S. Gov't Obligations Fund 3,564,031
American EuroPacific Growth Fund 287,266 287,266
American Washington Mutual Investors Fund 2,089,820 2,089,820
Bindley Western Industries Common Stock 2,359,778
Loans to participants 46,619 46,619
---------- ---------- ------ ---------
Total investments 287,266 2,089,820 46,619 11,245,006
Receivables:
Employer contributions 75,560 274,454 1,334,572
Employee contributions 969 4,038 16,678
Accrued investment income 329 368 18,045
Net pending transfers
(to) from other funds (329) -
--------- --------- ------ ----------
Total assets 363,795 2,368,312 46,987 12,614,301
Liabilities
Other liabilities (220) (818) (368) (5,322)
--------- --------- ------ ----------
Net assets available for plan benefits $ 363,575 $ 2,367,494 $ 46,619 $ 12,608,979
========= ========= ====== ==========
</TABLE>
<PAGE>
Profit Sharing Plan of
Bindley Western Industries, Inc. and Subsidiaries
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information
For the Year Ended December 31, 1997
- --------------------------------------------------------------------------------
Fund Information
<TABLE>
<S> <C> <C> <C> <C> <C>
Victory Victory Victory
BWI Investment Victory Special U.S. Gov't
Common Quality Bond Balanced Value Obligations
Stock Fund Fund Stock Fund Fund
Contributions:
Employer $ 254,371 $ 69,571 $ 249,327 $ 165,576 $ 426,221
Employee 153,889 46,902 184,198 127,486 98,196
Rollovers 35,510 13,075 34,634 16,434 2,859
------------ ---------- -------- ---------- ---------
Total contributions 443,770 129,548 468,159 309,496 527,276
------------ ---------- -------- ---------- ---------
Investment Income:
Interest and dividends 12,623 19,991 165,828 104,428 193
Net appreciation (depreciation)
in fair value of investments 1,579,880 8,797 190,660 194,024 186,345
------------ -------- --------- ---------- ---------
Total investment income 1,592,503 28,788 356,488 298,452 186,538
------------ --------- --------- --------- -------
Total additions 2,036,273 158,336 824,647 607,948 713,814
Distributions to participants (115,391) (30,334) (135,609) (111,332) (273,714)
Administrative expenses (9,636) (1,013) (2,268) (1,589) (4,984)
Net transfers (to) from other funds 409,104 (6,456) (164,626) (95,079) (267,924)
------------ --------- --------- --------- ---------
Net increase in net assets available
for plan benefits 2,320,350 120,533 522,144 399,948 167,192
Beginning of year 2,571,880 334,335 1,875,093 1,122,780 3,927,203
------------ --------- --------- --------- --------
End of year $ 4,892,230 $ 454,868 $ 2,397,237 $1,522,728 $ 4,094,395
============ =========== ========== ========== ==========
American
American Washington
EuroPacific Mutual Investors Loan
Growth Fund Fund Fund Total
Contributions:
Employer $ 91,905 $ 319,241 $ - $ 1,576,212
Employee 86,275 250,751 - 947,697
Rollovers 12,752 9,162 - 124,426
----------- ---------- ------- -----------
Total contributions 190,932 579,154 - 2,648,335
----------- ---------- ------- -----------
Investment Income:
Interest and dividends 43,998 225,698 3,310 576,069
Net appreciation (depreciation
in fair value of investmets (7,439) 565,739 - 2,718,006
--------- ------- ------- ----------
Total investment income 36,559 791,437 3,310 3,294,075
--------- ------- ------- ----------
Total additions 227,491 1,370,591 3,310 5,942,410
Distributions to participants (3,723) (244,669) (18,405) (933,177)
Administrative expenses (943) (2,651) - (23,084)
Net transfers (to) from other funds 32,331 52,351 40,299 -
--------- ----------- -------- -----------
Net increase in net assets available
for plan benefits 255,156 1,175,622 25,204 4,986,149
Beginning of year 363,575 2,367,494 46,619 12,608,979
--------- ---------- -------- ----------
End of year $ 618,731 $ 3,543,116 $ 71,823 $ 17,595,128
========= ========== ======== ==========
</TABLE>
<PAGE>
Profit Sharing Plan of
Bindley Western Industries, Inc. and Subsidiaries
Notes to Financial Statements
As of December 31, 1997 and 1996 and for the year ended December 31, 1997
1. Description of the Plan
The following brief description of the Profit Sharing Plan of Bindley
Western Industries, Inc. and Subsidiaries is provided for general
information purposes only. Participants should refer to the plan agreement
for more complete information.
General
The Profit Sharing Plan of Bindley Western Industries, Inc. and
Subsidiaries (the "Plan") is a combined profit sharing and pre-tax savings
plan. The purpose of the Plan is to provide retirement income and other
benefits to eligible employees of Bindley Western Industries, Inc. and its
Subsidiaries (the "Company").
Effective January 1, 1994, the Company adopted the Society Prism Prototype
Plan and Trust (the "Prism Plan"), thereby amending and restating the
Plan, which had originally been established January 1, 1979.
Participation
Employees are eligible to participate in the Plan on January 1, April 1,
July 1, or October 1, whichever comes first, after completing one year of
service and attaining age twenty-one. An employee is considered to have
completed one year of service at the end of the first twelve month period
during which the employee has completed not fewer than 1,000 hours of
service.
Administration
The Plan is administered by a committee (the "Committee") appointed by the
Compensation and Stock Option Committee of the Company's Board of
Directors. The Plan has a trust agreement with Key Trust (the "Trustee")
whereby the Trustee receives contributions, invests Plan assets and
distributes amounts for benefit payments as directed by the Committee. All
trustee's fees and other administrative expenses, exclusive of those
incurred in relation to the Committee, are paid by the Plan.
Contributions and Allocations to Participants
The Company's annual profit sharing contribution to the Plan is a
discretionary amount determined by the Board of Directors. The 1997 profit
sharing contribution was $1,576,212.
Participants may authorize that a pre-tax amount between 1% and 13% of
their annual compensation be contributed on their behalf to the Plan.
However, the annual contribution per employee cannot exceed $9,500 for
1997. Participants may also make qualified rollover contributions to the
Plan.
Profit sharing contributions are allocated to participants on the basis of
the ratio that each participant's compensation bears to the total
compensation paid to all Plan participants for the applicable Plan year.
<PAGE>
Forfeitures (the non-vested portion of those participant's accounts who
have terminated service with the Company) are used to offset future
employer profit sharing contributions. At December 31, 1997 and 1996,
forfeited nonvested accounts totaled $117,999 and $136,269, respectively.
Income (net of expenses) is allocated on a daily basis based on the ratio
of each participant's adjusted beginning balance to the total of all
participants' adjusted beginning balances for the applicable investment
fund.
Effective October 1, 1997, the Plan was amended to allow the employees of
Tennessee Wholesale Drug Company and Groveway Pharmacy, which were
acquired by the Company in 1997, to become immediately eligible to
participate in the Plan. Also, the participants' balances from their
previous employee benefit plans became eligible for rollover into the
Plan.
Effective October 1, 1997, the Board of Directors of the Company amended
the Plan, replacing one committee member.
Vesting and Distributions
A participant's interest in his employee contributions and the earnings
thereon are 100% vested at all times.
Effective January 1, 1989, a participant's interest in his profit sharing
account is vested as shown:
Number of Years Percentage
of Service Vested
Fewer than 3 0%
3 20%
4 40%
5 60%
6 80%
7 or more 100%
In the event of a participant's retirement on or after his 65th birthday,
total disability or death, his profit sharing account becomes fully
vested.
Distributions consist of benefit payments to eligible participants,
payments of vested amounts to terminated participants and payments to
participants who can demonstrate financial hardship. Participants are also
able to obtain loans from the Plan. Loans issued under the Prism Plan bear
a rate of interest of prime +1%. Any loans issued prior to the adoption of
the Prism Plan bear interest at a reasonable rate determined by the
Committee. The loan fund is utilized as the disbursement fund for loans
granted by the Plan.
All distributions to participants must be approved by the Committee.
<PAGE>
Plan funds
Under the Prism Plan, participants are able to direct their contributions
among seven investment options. The investment funds available to
participants in 1997 are as follows:
1. Victory Investment Quality Bond Fund - invests primarily in
investment-grade bonds issued by corporations and the U.S. Government
and its agencies or instrumentalities.
2. Victory Balanced Fund - invests in a diversified portfolio of common
stocks and fixed income securities or other collective funds holding
these securities.
3. Victory Special Value Stock Fund - invests primarily in common stocks
of small and medium-sized companies.
4. Bindley Western Industries Common Stock Fund - invests in the common
stock of the Company.
5. Victory U.S. Government Obligations Fund - invests only in short-term
securities issued or guaranteed by the U.S. Treasury and repurchase
agreements collateralized by U.S. Treasury securities with maturities
of thirteen months or less.
6. American EuroPacific Growth Fund - invests in small and large
companies based in industrial nations as well as smaller, developing
nations.
7. American Washington Mutual Investors Fund - invests primarily in
companies that consistently pay dividends and earn more than their
dividend payout.
Fund transfers
Transfers between funds result from participants redirecting their
contributions between the funds listed above.
2. Significant Accounting Policies
Basis of accounting
The accounts of the Plan are maintained on the accrual basis of
accounting.
Investments and investment income
Investments are stated at fair value which equals quoted market value or
unit values based upon quoted market values. Participant loans are valued
at cost, which approximates fair value. Interest and dividends are
credited to the accounts when earned.
<PAGE>
Payment of Benefits Benefits are recorded when paid.
Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets, liabilities, and
changes therein, and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
3. Party-in-Interest
Participants in the Plan may invest their contributions/account balances
in a Bindley Western Industries, Inc. Common Stock Fund, which primarily
holds shares of the Company's common stock. At December 31, 1997, this
fund held 149,854 shares with a historical cost of $2,727,939 and a market
value of $4,626,742. At December 31, 1996, this fund held 121,795 shares
with a historical cost of $1,970,827 and a market value of $2,359,778.
4. Income Tax Status
The Internal Revenue Service issued a determination letter on October 2,
1996 stating that the Plan qualifies for tax exempt status under the
applicable provisions of the Internal Revenue Code. The plan has been
amended since receiving the determination letter. However, management
believes the Plan is designed and is currently being administered in
accordance with the Internal Revenue Code and ERISA.
5. Difference from Form 5500
Amounts due to participants for distributions at December 31, 1997, was
$292. This amount is not reflected in the Statement of Net Assets
Available for Plan Benefits, with Fund Information, or the Statement of
Changes in Net Assets Available for Plan Benefits, with Fund Information.
However, a liability is reflected in Form 5500.
<PAGE>
Profit Sharing Plan of
Bindley Western Industries, Inc. and Subsidiaries Form 5500
Schedule of Assets Held for Investment Purposes Item 27 (a)
December 31, 1997 Schedule I
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Current
Identity of Issue Description of Investment Cost Value
- -------------------------------------- -------------------------------- -------------- -------------
American EuroPacific Growth Fund * Registered Investment Company $ 526,466 $ 525,524
Victory Special Value Stock Fund * Registered Investment Company 1,119,772 1,355,213
Victory Balance Fund * Registered Investment Company 1,808,265 2,143,468
American Washington Mutual Investors Fund * Registered Investment Company 2,569,735 3,219,190
Victory U.S. Government Obligations Fund* Registered Investment Company 3,386,359 3,667,604
Bindley Western Industries Common Stock Fund * Equity securities of Bindley Western 2,739,654 4,638,457
Industries, Inc.
Victory Investment Quality Bond Fund * Registered Investment Company 374,223 384,404
Loans to participants (Interest rates of 8.25% to 9.25%) * 71,823 71,823
------------- -------------
$ 12,596,297 $ 16,005,683
============== =============
</TABLE>
* Denotes party-in-interest.
<PAGE>
Profit Sharing Plan of
Bindley Western Industries, Inc. and Subsidiaries Form 5500
Schedule of Reprotable Transactions Item 27 (d)
For the year ended December 31, 1997 Schedule V
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C>
Number of
Purchases/ Purchase Selling Transaction
Identity of Party Involved Description of asset Sales Price Price Expenses
- ---------------------------------- ------------------------------------------- --------------------------------------------------
Key Trust Company of Indiana, N.A. Victory U.S. Government Obligations Fund 61 $ 859,064 -
Key Trust Company of Indiana, N.A. American Washington Mutual Investors Fund 83 936,196 -
Key Trust Company of Indiana, N.A. Victory Balanced Fund 78 658,809 -
Key Trust Company of Indiana, N.A. Bindley Western Industries Common Stock Fund 77 946,357 3,242
Key Trust Company of Indiana, N.A. Victory Prime Obligation Money Market Fund 35 1,156,813 -
Key Trust Company of Indiana, N.A. Victory U.S. Government Obligations Fund 56 941,693 -
Key Trust Company of Indiana, N.A. Victory Prime Obligation Money Market Fund 30 1,159,358 -
Current Value
of Asset on
Transaction Net Gain
Identity of Party Involved Description of asset Cost Date or (loss)
- ---------------------------------- ------------------------------------------- ------------------------------------------------
Key Trust Company of Indiana, N.A. Victory U.S. Government Obligations Fund $859,064 859,064 0
Key Trust Company of Indiana, N.A. American Washington Mutual Investors Fund 936,196 936,196 0
Key Trust Company of Indiana, N.A. Victory Balanced Fund 658,809 658,809 0
Key Trust Company of Indiana, N.A. Bindley Western Industries Common Stock Fund 943,115 943,115 0
Key Trust Company of Indiana, N.A. Victory Prime Obligation Money Market Fund 1,156,813 1,156,813 0
Key Trust Company of Indiana, N.A. Victory U.S. Government Obligations Fund 889,950 941,693 51,743
Key Trust Company of Indiana, N.A. Victory Prime Obligation Money Market Fund 1,159,358 1,159,358 0
</TABLE>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
PROFIT SHARING PLAN OF BINDLEY
WESTERN INDUSTRIES, INC. & SUBSIDIARIES
Date: June 29, 1998 By/s/Marion McDermott
Name:Marion McDermott
Title: Plan Administrator
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Bindley Western Industries, Inc., relating to the
Profit Sharing Plan of Bindley Western Industries, Inc. & Subsidiaries, of our
report dated June 8, 1998 appearing in this Form 11-K.
Price Waterhouse LLP
Indianapolis, Indiana
June 26, 1998
