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, 1998
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.
8909 PURDUE ROAD
INDIANAPOLIS, INDIANA 46268
<PAGE>
REQUIRED INFORMATION
Item 4.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
Independent Auditors' Report
Financial Statements:
Statement of Net Assets Available for Plan Benefits,
with Fund Information at December 31, 1998 and 1997
Statement of Changes in Net Assets Available for
Plan Benefits, with Fund Information, for the Year Ended
December 31, 1998
Notes to Financial Statements
Schedules *:
Schedule of Assets Held for Investment Purposes
at December 31, 1998 (Schedule I)
Schedule of Reportable Transactions for the Year Ended
December 31, 1998 (Schedule V)
* NOTE: Other Schedules Have Been Omitted Because They Are Not
Applicable.
(b) Exhibits
23 - Consent of Ent & Imler CPA Group, PC
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Administrator and
Administrative Committee of
The Profit Sharing Plan of Bindley Western Industries, Inc.
and Subsidiaries:
We have audited the accompanying statement of net assets available for
plan benefits, with fund information, of The Profit Sharing Plan of Bindley
Western Industries, Inc. and Subsidiaries as of December 31, 1998, and the
related statement of changes in net assets available for plan benefits,
with fund information, for the year then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on the financial statement based on our audit. The
financial statements of The Profit Sharing Plan of Bindley Western
Industries, Inc. and Subsidiaries as of December 31, 1997, were
audited by other auditors whose report dated June 8, 1998 expressed an
unqualified opinion on these statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits as
of December 31, 1998, and changes in net assets available for benefits for
the year ended December 31, 1998 in conformity with generally accepted
accounting principles.
ENT & IMLER CPA GROUP, PC
Indianapolis, Indiana
June 25, 1999
<PAGE>
PROFIT SHARING PLAN OF
BINDLEY WESTERN INDUSTRIES, INC.
AND SUBSIDIARIES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FUND INFORMATION
AMERICAN
VICTORY VICTORY VICTORY U.S. AMERICAN WASHINGTON
BWI INVESTMENT VICTORY SPECIAL GOV'T EUROPACIFIC MUTUAL
COMMON QUALITY BALANCED VALUE OBLIGATIONS GROWTH INVESTORS LOAN
STOCK BOND FUND FUND STOCK FUND FUND FUND FUND FUND TOTAL
Assets
Investments,
at fair value: $12,435,255 616,412 2,730,113 966,719 3,963,513 449,721 4,125,626 76,092 25,363,451
Receivables:
Employer
contributions 428,802 105,578 279,662 201,110 251,399 113,594 411,815 - 1,791,960
Employee
contributions 2,401 406 938 928 467 592 1,924 - 7,656
Accrued investment
income 519 - 306 2,319 - - - - 3,144
___________ _________ _________ _________ _________ ________ _________ ________ __________
Total assets 12,866,977 722,396 3,011,019 1,171,076 4,215,379 563,907 4,539,365 76,092 27,166,211
Liabilities
Other liabilities (174) (174)
Net assets
available
for plan ____________ _________ __________ __________ __________ _________ __________ ________ ___________
benefits $12,866,977 $ 722,396 $3,011,019 $1,171,076 $4,215,379 $ 563,907 $4,539,191 $ 76,092 $27,166,037
___________ _________ __________ __________ __________ _________ __________ ________ ___________
___________ _________ __________ __________ __________ _________ __________ ________ ___________
</TABLE>
The accompanying notes are an integral part of these financial statements.
<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>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fund Information
Victory American
Investment Victory Victory American Washington
BWI Quality Victory Special U.S. Gov't EuroPacific Mutual
Common Bond Balanced Value Obligations Growth Investors Loan
Stock Fund Fund Stock Fund Fund Fund Fund Fund Total
Assets
Investments, at
fair value: $4,638,457 384,404 2,143,468 1,355,213 3,667,604 525,524 3,219,190 71,823 16,005,683
Receivables:
Employer
contributions 254,371 69,571 249,327 165,576 426,221 91,905 319,241 - 1,576,212
Employee
contributions 3,808 1,081 4,987 2,285 3,082 1,500 5,444 - 22,187
Accrued investment
income 92 - - - - - - - 92
__________ ________ _________ __________ __________ ________ _________ ______ ___________
Total assets 4,896,728 455,056 2,397,782 1,523,074 4,096,907 618,929 3,543,875 71,823 17,604,174
Liabilities
Other liabilities (4,498) (188) (545) (346) (2,512) (198) (759) - (9,046)
Net assets
available
for plan ___________ ________ __________ __________ __________ ________ ___________ _______ ___________
benefits $ 4,892,230 $454,868 $2,397,237 $1,522,728 $4,094,395 $618,731 $ 3,543,116 $71,823 $17,595,128
___________ ________ __________ __________ __________ ________ ___________ _______ ___________
___________ ________ __________ __________ __________ ________ ___________ _______ ___________
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
PROFIT SHARING PLAN OF
BINDLEY WESTERN INDUSTRIES, INC.
AND SUBSIDIARIES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
DECEMBER 31, 1998
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fund Information
Victory American
Investment Victory Victory American Washington
BWI Quality Victory Special U.S. Gov't EuroPacific Mutual
Common Bond Balanced Value Obligations Growth Investors Loan
Stock Fund Fund Stock Fund Fund Fund Fund Fund Total
Contributions:
Employer $ 428,802 $105,577 $ 279,662 $ 201,110 $ 250,801 $113,594 $ 411,815 $ - $ 1,791,361
Employee 273,695 56,625 223,838 176,765 122,568 94,005 341,538 - 1,289,034
Rollover 66,310 15 18 32,120 1,409 29,904 2,212 - 131,988
__________ ________ __________ _________ __________ _______ __________ ________ ___________
Total
contributions 768,807 162,217 503,518 409,995 374,778 237,503 755,565 - 3,212,383
__________ ________ __________ _________ __________ _______ __________ ________ ___________
Investment Income:
Interest
and dividends 20,586 27,353 217,861 44,849 170 24,399 371,010 7,029 713,257
Realized
gains and
losses 127,471 3,526 69,100 61,284 71,003 24,511 216,438 - 573,333
Net appreciation
(depreciation)
in fair
value of
investments 6,021,400 3,981 121,464 (246,104) 117,429 21,801 74,243 - 6,114,214
__________ _______ _________ _________ __________ _______ __________ ________ __________
Total
investment
income 6,169,457 34,860 408,425 (139,971) 188,602 70,711 661,691 7,029 7,400,804
__________ _______ _________ ________ __________ _______ __________ ________ __________
Total
additions 6,938,264 197,077 911,943 270,024 563,380 308,214 1,417,256 7,029 10,613,187
Distributions to
participants (246,577) (34,515) (151,379) (97,408) (219,077) (27,330) (218,817) (13,069) (1,008,172)
Administrative
expenses (19,610) (836) (2,381) (1,252) (6,031) (797) (3,199) - (34,106)
Net transfers
(to) from
other funds 1,302,670 105,802 (144,401) (523,016) (217,288) (334,911) (199,165) 10,309 -
____________ ________ __________ _________ __________ _________ ___________ ________ ___________
Net increase
in net assets
available for
plan benefits 7,974,747 267,528 613,782 (351,652) 120,984 (54,824) 996,075 4,269 9,570,909
Beginning
of year 4,892,230 454,868 2,397,237 1,522,728 4,094,395 618,731 3,543,116 71,823 17,595,128
____________ ________ __________ __________ __________ _________ ___________ ________ ___________
End of year $ 12,866,977 $722,396 $3,011,019 $1,171,076 $4,215,379 $ 563,907 $ 4,539,191 $76,092 $27,166,037
____________ ________ __________ __________ __________ _________ ___________ ________ ___________
____________ ________ __________ __________ __________ _________ ___________ ________ ___________
</TABLE>
The accompanying notes are an integral part of these financial statements.
PROFIT SHARING PLAN OF
BINDLEY WESTERN INDUSTRIES, INC.
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998 AND 1997 AND
FOR THE YEAR ENDED DECEMBER 31, 1998
NOTE 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 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 1998 profit
sharing contribution approximated $1,791,000.
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 $10,000 for
1998. 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.
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, 1998 and 1997,
forfeited non-vested accounts totaled $392,746 and $117,999, 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.
VESTING AND DISTRIBUTIONS
A participant's interest in their pre-tax employee contributions and
the earnings thereon are 100% vested at all times.
A participant's interest in their profit sharing account is vested as
follows:
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 65{th}
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 plus 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.
NOTE 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.
PAYMENT OF BENEFITS
Upon termination of service, a participant may elect to receive a lump
sum amount equal to the value of their account. 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.
NOTE 3 - INVESTMENTS
The Plan's investments are held by a Trustee. The Plan provides that
the contributions will be invested in seven different investment programs
as directed by each participant. These investment programs ranging from
money market, government secured, fixed income, growth, aggressive funds,
and the Company's own stock. The participants who fail to complete the
proper investment election forms, these participant accounts are
automatically invested in the low risk government secured investment. The
net appreciation/(depreciation) in fair value for each significant class of
investment is shown in the accompanying financial statements as investment
income.
INVESTMENT OPTIONS
Under the Prism Plan, participants are able to direct their
contributions among seven investment options. The investment funds
available to participants 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.
NOTE 4 - 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,
1998, this fund held 251,683 shares with a historical cost of $4,515,052
and a market value of $12,435,255. 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.
NOTE 5 - 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.
NOTE 6 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
plan termination, participants will become 100 percent vested in their
accounts.
NOTE 7 - DIFFERENCE FROM FORM 5500
At December 31, 1998, there are no differences between the Annual
Return/Report of Employee Benefit Plan (Form 5500) filed with the Internal
Revenue Service and the accompanying financial statements.
<PAGE>
Schedule I
Item 27 (a) Form 5500
PROFIT SHARING PLAN OF
BINDLEY WESTERN INDUSTRIES, INC.
AND SUBSIDIARIES
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
<S> <C> <C> <C>
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST CURRENT VALUE
American EuroPacific Growth Fund* Registered Investment Company $ 428,862 $ 449,721
Victory Special Value Stock Fund* Registered Investment Company 977,383 966,719
Victory Balanced Fund* Registered Investment Company 2,273,446 2,730,113
American Washington Mutual Investors Registered Investment Company 3,401,927 4,125,626
Fund*
Victory U.S. Government Obligations Registered Investment Company 3,564,839 3,963,513
Fund*
Bindley Western Industries Common
Stock Fund* Equity Securities of Bindley
Western Industries, Inc. 4,515,052 12,435,255
Victory Investment Quality Bond Fund* Registered Investment Company 602,250 616,412
Loans to participants
(Interest rates of 8.25% to 9.25%)* 76,092 76,092
____________ ____________
$ 15,839,851 $ 25,363,451
____________ ____________
____________ ____________
*Denotes party-in-interest.
</TABLE>
<PAGE>
Schedule V
Item 27 (d) Form 5500
PROFIT SHARING PLAN OF
BINDLEY WESTERN INDUSTRIES, INC.
AND SUBSIDIARIES
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Current Value
Number of of Asset on
Identity of Party Purchases/ Purchase Selling Transaction Transaction Net Gain
Involved Description of Asset Sales Price Price Expenses Cost Date or (loss)
Key Trust Company Victory U.S. Government
of Indiana, NA Obligations Fund 68 $ 934,760 $ - $ - $ 934,760 $ 934,760 $ -
Key Trust Company American Washington
of Indiana, NA Mutual Investors Fund 94 1,618,601 - - 1,618,601 1,618,601 -
Key Trust Company
of Indiana, NA Victory Balanced Fund 84 769,051 - - 769,021 769,021 -
Key Trust Company Bindley Western Industries
of Indiana, NA Common Stock Fund 41 1,887,169 - - 1,887,169 1,887,169 -
Key Trust Company Victory Prime Obligation
of Indiana, NA Money Market Fund 108 2,089,678 - - 2,089,678 2,089,678 -
Key Trust Company
of Indiana, NA Victory Special Value Fund 80 523,135 - - 523,135 523,135 -
Key Trust Company Victory U.S. Government
of Indiana, NA Obligations Fund 58 - 827,283 - 756,280 827,283 71,003
Key Trust Company Victory Prime Obligation
of Indiana, NA Money Market Fund 78 - 2,061,525 - 2,061,525 2,061,525 -
Key Trust Company American Washington Mutual
of Indiana, NA Investors Fund 66 - 1,002,847 - 786,409 1,002,847 216,438
Key Trust Company
of Indiana, NA Victory Balanced Fund 52 - 372,940 - 303,840 372,940 69,100
Key Trust Company Bindley Western Industries
of Indiana, NA Common Stock Fund 7 - 246,277 - 130,909 246,277 115,368
Key Trust Company
of Indiana, NA Victory Special Value Fund 56 - 726,808 - 665,525 726,808 61,283
</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 28, 1999 By /S/ MARION MCDERMOTT
Name: Marion McDermott
Title: Plan Administrator
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent and give permission to use our report dated June 25,
1999 in this annual report on Form 11-K, and its incorporation by reference
in the registration statement on Form S-8 relating to The Profit Sharing
Plan of Bindley Western Industries, Inc. and Subsidiaries.
ENT & IMLER CPA GROUP, PC
Indianapolis, Indiana
June 25, 1999
