UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JUNE 11, 1999
BINDLEY WESTERN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 001-11519 84-0601662
(State or other Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
8909 PURDUE ROAD
INDIANAPOLIS, INDIANA 46268
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 704-
4000
NOT APPLICABLE
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On May 20, 1999, the Board of Directors of Bindley Western
Industries, Inc. (the "Company") adopted an amendment to the
Company's Restated Articles of Incorporation which increased the
number of authorized common shares, $0.01 par value, from
40,000,000 shares to 53,333,333 shares. The amendment was duly
adopted by the Board of Directors without shareholder action and,
pursuant to Section 23-1-38-2(4) of the Indiana Business
Corporation Law, shareholder action was not required. On June
11, 1999, the Company filed with the Indiana Secretary of State
its Articles of Amendment of Restated Articles of Incorporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
4 Articles of Amendment of Restated Articles
of Incorporation of Bindley Western
Industries, Inc. increasing the number of
authorized common shares.
<PAGE>
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 thereunto duly
authorized.
Dated: August 23, 1999
BINDLEY WESTERN INDUSTRIES, INC.
By: /S/ MICHAEL D. MCCORMICK
Name: Michael D. McCormick
Title: Executive Vice
President,
General Counsel and
Secretary
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
4 Articles of Amendment of Restated Articles
of Incorporation of Bindley Western
Industries, Inc. increasing the number of
authorized common shares.
EXHIBIT 4
ARTICLES OF AMENDMENT
OF
RESTATED ARTICLES OF INCORPORATION
OF
BINDLEY WESTERN INDUSTRIES, INC.
In compliance with the requirements of the Indiana Business
Corporation Law, as amended (the "IBCL"), Bindley Western
Industries, Inc., an Indiana corporation (the "Corporation"),
desiring to amend its Restated Articles of Incorporation, hereby
certifies as follows:
ARTICLE I
AMENDMENT TO THE RESTATED
ARTICLES OF INCORPORATION
SECTION 1. The name of the Corporation is, and following
the amendment effected hereby will continue to be, Bindley
Western Industries, Inc.
SECTION 2. Article V, Section 5.1, of the Restated Articles
of Incorporation of the Corporation is hereby amended so that, as
amended, such Section 5.1 shall read in its entirety as follows:
"SECTION 5.1. AUTHORIZED CLASSES AND NUMBER OF SHARES.
The total number of shares which the Corporation has
authority to issue shall be 54,333,333 shares, consisting of
53,333,333 common shares (the "Common Shares") and 1,000,000
special shares (the "Special Shares"). The Corporation's
shares shall have a par or stated value of $.01 per share.
SECTION 3. The effective date of the amendment hereby
effected shall be the date of filing of these Articles of
Amendment with the office of the Secretary of State of the State
of Indiana.
ARTICLE II
MANNER OF ADOPTION AND
LEGAL COMPLIANCE
SECTION 1. The foregoing amendment was duly adopted by the
Corporation's Board of Directors at a meeting duly called and
held on May 20, 1999. The amendment was duly adopted by the
Board of Directors without shareholder action and, pursuant to IC
23-1-38-2(4), shareholder action was not required.
SECTION 2. The manner of the adoption of the foregoing
amendment by the Corporation's Board of Directors constitutes
full legal compliance with the provisions of the IBCL and the
Corporation's Restated Articles of Incorporation and By-Laws.
IN WITNESS WHEREOF, the Corporation has caused these
Articles of Amendment to be signed on its behalf by the
undersigned duly authorized officer on the 1st day of June, 1999.
BINDLEY WESTERN INDUSTRIES, INC.
By /S/ MICHAEL D. MCCORMICK
Michael D. McCormick
Executive Vice President,
General Counsel and
Secretary
