As filed with the Securities and Exchange Commission on November
17, 1999
Registration no. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
BINDLEY WESTERN INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
INDIANA 84-0601662
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization)
Identification Number)
8909 PURDUE ROAD
INDIANAPOLIS, INDIANA 46268
(317) 704-4000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
________________________
WILLIAM E. BINDLEY
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
BINDLEY WESTERN INDUSTRIES, INC.
8909 PURDUE ROAD
INDIANAPOLIS, INDIANA 46268
(317) 704-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________________
COPIES TO:
JAMES A. ASCHLEMAN
BAKER & DANIELS
SUITE 2700
300 NORTH MERIDIAN STREET
INDIANAPOLIS, INDIANA 46204-1782
(317) 237-0300
________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as is practicable after the effective date of
this registration statement.
________________________
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. <square>
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. <checked-box>
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. <square>
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the
same offering. <square>
If delivery of the prospectus is expected to be made
pursuant to Rule 434, check the following box. <square>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS AMOUNT TO PROPOSED PROPOSED AMOUNT OF
OF SECURITIES TO BE BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED REGISTERED AGGREGATE FEE
OFFERING OFFERING
PRICE PRICE{ (1)}
PER UNIT
{(1)}
<S> <C> <C> <C> <C>
Common Stock, 2,498,579 $14.8438 $37,088,407 $10,310.58
$0.01 par value
</TABLE>
{(1) } Estimated solely for purposes of calculating the
registration fee and computed in accordance with Rule
457(c) under the Securities Act of 1933, using the average
of the high and low sales prices of the Common Stock as
reported by the New York Stock Exchange on November 12,
1999, which was $14.8438 per share.
_______________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT
ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
The information in this prospectus is not complete, and may
be changed. This prospectus is included in a registration
statement that has been filed with the Securities and Exchange
Commission. The selling stockholders cannot sell these
securities until that registration statement becomes effective.
This prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED NOVEMBER 17, 1999
PROSPECTUS 2,498,579 SHARES
BINDLEY WESTERN INDUSTRIES, INC.
COMMON STOCK
______________
BINDLEY WESTERN INDUSTRIES, INC.
8909 PURDUE ROAD
INDIANAPOLIS, INDIANA 46268
(317) 704-4000
________________
This prospectus covers the resale of up to 2,498,579 shares of
our common stock.
Our common stock trades on the New York Stock Exchange under
the symbol "BDY." On November 16, 1999, the last sale price of
our common stock as reported by the New York Stock Exchange was
$14.75 per share.
The stockholders named in this prospectus or their pledgees,
donees, transferees or other successors in interest are offering
these shares for sale. Any or all of these shares may be sold,
from time to time, by means of ordinary brokerage transactions or
otherwise. We will receive none of the proceeds of the sale of
these shares.
INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE
"RISK FACTORS" BEGINNING ON PAGE 7.
__________________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
___________________
The date of this prospectus is _______ __, 1999.
<PAGE>
You should rely only on the information contained in
this prospectus. We have not authorized any other person to
provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely
on it. Neither we nor the selling stockholders are making an
offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the
information appearing in this prospectus is accurate as of the
date on the front cover of this prospectus only. Our business,
financial condition, results of operations and prospects may have
changed since that date.
TABLE OF CONTENTS
PAGE
FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE 3
WHO WE ARE 3
RISK FACTORS 7
USE OF PROCEEDS 10
SELLING STOCKHOLDERS 10
PLAN OF DISTRIBUTION 11
LEGAL MATTERS 13
EXPERTS 13
WHERE YOU CAN FIND MORE INFORMATION 14
References in this prospectus to "we," "us," "our" and
"Bindley Western" refer to Bindley Western Industries, Inc. and
its subsidiaries, unless the context requires otherwise.
<PAGE>
FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE
This prospectus contains or incorporates forward-
looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. You can identify these forward-looking statements
by our use of the words "believes," "anticipates," "plans,"
"expects," "may," "will," "intends," "estimates" and similar
expressions, whether in the negative or affirmative. We cannot
guarantee that we actually will achieve the plans, intentions or
expectations discussed in these forward-looking statements. Our
actual results could differ materially. We have included
important factors in the cautionary statements contained or
incorporated in this prospectus, particularly under the heading
"Risk Factors," that we believe could cause our actual results to
differ materially from the forward-looking statements that we
make. We do not intend to update information contained in any
forward-looking statement we make.
WHO WE ARE
OVERVIEW
Bindley Western Industries, Inc. is the fifth largest
distributor of pharmaceuticals and related products in the United
States. We sell ethical (prescription) pharmaceuticals, health
and beauty care products, and homecare merchandise to chain drug
companies that operate their own warehouses as well as
independent drug stores, hospitals, clinics, HMOs and other
managed care providers. We operate from 17 distribution centers
in 14 states, serving customers located throughout the United
States and in U.S. military facilities in Europe.
Bindley Western has experienced significant growth with
net sales increasing from $4.0 billion in 1994 to $7.6 billion in
1998. During the same period, our net earnings before unusual
items increased from $14.7 million in 1994 to $33.4 million in
1998. Our growth has resulted from acquisitions, expansion into
new geographic areas and increased market share.
On August 31, 1999, we acquired Central Pharmacy
Services, Inc., which operates nuclear pharmacies. See
"Acquisition of Central Pharmacy" below for a description of its
business. The descriptions of the businesses and revenues of
Bindley Western and Central Pharmacy are discussed separately in
this prospectus because of the recent nature of this acquisition.
CUSTOMERS AND MARKETS
We categorize our Bindley Western sales as either
"brokerage sales" or "from stock sales." Brokerage sales are
made to the chain warehouse market and from stock sales are made
directly from our inventory to both the chain warehouse and
direct store delivery markets.
DIRECT STORE DELIVERY MARKET. We provide direct store
delivery service to independent drug stores, non-warehouse chain
drug stores, hospitals, clinics, HMOs, state and federal agencies
and other health care providers. These customers generally
purchase less than full-case lots on a daily basis when they need
a particular item. While smaller in quantity, these sales
typically generate higher margins than sales to warehouse
customers. Shipments to direct store customers are delivered on
a daily basis by our vehicles or by carriers.
Our direct store delivery business has experienced
significant growth. Since 1987, direct store delivery sales
increased from $171 million to $3.9 billion in 1998, a compound
annual growth rate of 33%. Direct store delivery sales as a
percentage of Bindley Western's net sales increased from
approximately 16% to approximately 51% during that period.
During 1998, no single direct store delivery customer accounted
for 10% or more of our total net sales.
CHAIN WAREHOUSE MARKET. Chain warehouse customers
purchase in full-case lots for redistribution to individual
retail outlets. Approximately 49% of Bindley Western's net sales
in 1998 were to chain drug warehouse customers. At December 31,
1998, our largest chain drug customers and the approximate period
of time they had done business with us were: Eckerd Corporation
(26 years); Peyton (9 years); and CVS (29 years). The following
chain drug warehouse customers each accounted for over 10% of net
sales during the years shown: Eckerd Corporation (18%) and CVS
(17%) in 1998; CVS (22%), Rite Aid Corporation (18%) and Eckerd
Corporation (16%) in 1997; and Eckerd Corporation (17%), Rite Aid
Corporation (14%) and Revco D.S., Inc. (12%) in 1996. Net sales
to these customers aggregated 35% of net sales for 1998, 56% of
net sales for 1997 and 43% of net sales for 1996.
By using us as a primary source of pharmaceuticals, a
chain drug customer can centralize its purchasing functions,
exercise better inventory control, maintain better security and
reduce handling costs. Inventory control and security are
particularly important to these customers because of the
relatively high dollar value of pharmaceuticals in relation to
their physical size. In addition, we offer chain drug customers
systems and procedures that we have developed to facilitate
compliance with the recordkeeping and physical security
requirements of the Controlled Substances Act of 1970 and the
Prescription Drug Marketing Act of 1987. Additionally, we offer
software to these customers which permits direct communication
between our computers and theirs.
We have, from time to time, entered into written
understandings with some chain warehouse customers setting forth
various terms and conditions of sale. Generally, we do not have
any long-term contracts with our major customers and the
relationship is terminable at will by either party. The loss of
any one of our major chain warehouse customers could have a
material adverse effect on our operations. During the second
quarter of 1998, Rite Aid informed us that it had signed a supply
agreement with another wholesaler that became effective in May
1998. In 1997, Rite Aid accounted for 18% of our net sales.
Sales to Rite Aid were predominantly to their warehouses. The
loss of this customer has not had a material adverse impact on
our operations.
The key components of our business strategy are to:
-- Increase our sales from stock sales, which
are sales from inventory, to at least 60% of
total sales by emphasizing retail and managed
care sales over brokerage sales;
-- Derive revenues from businesses that have
higher net margin contributions by offering our
customers products from our trading company,
1st Choice for Value, generic drug and home
healthcare programs;
-- Maintain our disciplined approach to cost
control such that we will continue to be the
lowest cost provider in our industry;
-- Create a national distribution network by
investing in new facilities to serve our
customers on a next day basis;
-- Continue to invest in information
technology to enhance our order processing,
inventory management, and information
management systems;
-- Aggressively pursue accretive acquisitions
and, where appropriate, cross-marketing
opportunities afforded by these acquisitions;
and
-- Operate our business in an ethical and
compliant manner.
We are incorporated under the laws of the State of
Indiana. Our principal executive offices are located at
8909 Purdue Road, Indianapolis, Indiana 46268 and our telephone
number at that address is (317) 704-4000. We maintain a website
with the address www.bindley.com. None of the content of our
website is a part of this prospectus.
ACQUISITION OF CENTRAL PHARMACY
On August 31, 1999, we acquired Central Pharmacy
Services, Inc. through a merger in which Central Pharmacy became
a wholly owned subsidiary of ours. We issued approximately 2.9
million shares of our common stock in connection with the
acquisition, along with options to purchase approximately 300,000
shares of our common stock in exchange for previously outstanding
Central Pharmacy options. We are accounting for the acquisition
of Central Pharmacy as a pooling of interests. Headquartered in
Atlanta, Georgia, Central Pharmacy operates centralized nuclear
pharmacies that prepare and deliver radiopharmaceuticals for use
in nuclear imaging procedures in hospitals and clinics. Central
Pharmacy operates 28 specialized pharmacies located in 13 states.
Central Pharmacy's revenues increased from $4.4 million in 1993
to $32.9 million in 1998, an average annual compound growth rate
of 49%.
GENERAL. Central Pharmacy operates centralized nuclear
pharmacies that prepare and deliver unit dose
radiopharmaceuticals for use in nuclear imaging procedures in
hospitals and clinics. Nuclear medicine uses small amounts of
radioactive material for the safe diagnosis, treatment and
monitoring of disease. In nuclear imaging procedures, a special
camera scans a patient who has swallowed, inhaled or been
injected with a diluted radiopharmaceutical compound that emits
radiotracers. The special camera is able to detect the
radiotracer emissions from the compound. The compounds are
usually specific to a particular organ in which they concentrate
and help the reader of the scan detect irregularities in organ
tissue for the identification of cancer or other diseases.
Common types of scans include heart, bone, liver, renal, lung and
brain scans. Nuclear imaging is a way to gather medical
information that may otherwise be unavailable, that may otherwise
require invasive surgery or that otherwise would have
necessitated more expensive diagnostic tests.
Hospitals and clinics that perform diagnostic imaging
procedures have two means of acquiring the radiopharmaceuticals:
they can buy directly from manufacturers in bulk and perform the
compounding and unit dosing themselves, or they can purchase from
centralized nuclear pharmacies principally in unit dose form.
In addition to its core radiopharmaceutical
compounding, dispensing and distribution services, Central
Pharmacy has recently expanded its service offerings with its
NuScan Services division. NuScan provides nuclear medicine
imaging department outsourcing services to hospital clients. The
hospital provides the space for the imaging department, while the
radiopharmaceuticals, equipment, personnel, scheduling and
management are all controlled by NuScan. NuScan charges the
hospital on a fee-per-scan basis, which effectively switches the
department from a fixed to a variable cost.
GROWTH STRATEGY. Central Pharmacy's strategy is to
provide nuclear pharmacy services in mid-size cities, which are
located in secondary or tertiary markets. Secondary markets are
generally large enough to support two competitors and tertiary
markets are those that historically have not received local unit
dose pharmacy services. In 10 markets in which Central Pharmacy
operates nuclear pharmacies, it is the sole provider of unit dose
radiopharmaceuticals.
Central Pharmacy's base business plan calls for opening
four to five "greenfield" nuclear pharmacies during the year
2000. These new pharmacies would be situated in secondary and
tertiary markets and would serve as a platform for efficient
service to hospitals which are members of the Novation or Premier
group purchasing organizations. Additionally, Bindley Western is
in a position to finance the strategic acquisition of existing
Nuclear Pharmacies, of which there are currently about 75
throughout the U.S. By combining a well-managed operating model
with autonomy granted to local pharmacy managers, Central
Pharmacy's management believes that these kinds of acquisitions
would appeal to individually-owned pharmacies which find it
difficult to compete in the increasingly competitive, group
purchasing organization-driven health care environment.
In addition to increasing its existing base of 28
nuclear pharmacies, Central Pharmacy is in a position to dispense
several newly anticipated radiopharmceutical products that have
broad diagnostic capabilities. Central Pharmacy's management
believes that these and other new products should generate new
sales by replacing a non-nuclear imaging diagnostic procedure
with one that employs a radiopharmaceutical product offering
containing higher sensitivity and specificity than current
modalities.
CUSTOMERS. Central Pharmacy actively serves two
customer segments: hospitals and outpatient clinics. Each type
of customer segment receives product deliveries through the same
network, but there are differences in the frequency and types of
doses, the number and timing of deliveries and the method of
purchasing. Central Pharmacy's approximately 350 hospital
customers generate approximately two-thirds of Central Pharmacy's
revenue. Over the past several years, the hospital industry has
undergone significant consolidation. The hospitals that have not
participated in this trend have aggregated purchasing clout
thorough group purchasing associations. Central Pharmacy has
only been able to participate in bidding on these accounts in
partnership with other nuclear pharmacy providers, due to the
mismatch between the broad national coverage of the group
purchasing organizations and hospital consolidators and the
focused, regional coverage of Central Pharmacy. Central
Pharmacy's clinic customer segment numbers approximately 115.
Clinic customers differ from hospitals in their price
sensitivity, product focus and timing of deliveries. While
clinic customers are very price sensitive due to reimbursement
concerns, they tend to order exclusively the higher margin
cardiology products on a regular basis, which produces attractive
margins for Central Pharmacy. However, due to their outpatient
population, clinics do not require emergency deliveries, which
produce lower margins for Central Pharmacy due to the small
quantity of orders.
Central Pharmacy has been able to partner with two
radiopharmaceutical manufacturers to advance its position with
group purchasing organizations. Mallinckrodt Medical, Inc. has a
contract that lasts through June 2004 with Premier Purchasing
Partners, L.P., the largest hospital group purchasing
organization in the United States representing approximately 30%
of hospitals, in which Mallinckrodt is the exclusive distributor
of nuclear medicine products to Premier members. Central
Pharmacy has a parallel agreement with Mallinckrodt in which
Central Pharmacy is the exclusive service representative for
these Premier accounts in specific geographic areas. Central
Pharmacy's ability to sign new contracts with Premier customers
under this arrangement is strong, but not automatic. Each
contract must be enrolled individually at the time the contract
is up for renewal and renegotiation, and therefore requires
significant joint sales efforts by the local Central Pharmacy
managers and the local Mallinckrodt and Premier representatives.
Similarly, Nycomed/Amersham has a contract that lasts
through 2001 with Novation LLC, a group purchasing organization
that represents approximately 30% of all United States hospitals,
in which Nycomed/Amersham is the exclusive distributor of nuclear
medicine products to Novation members. Central Pharmacy has a
parallel agreement with Nycomed/Amersham to be the exclusive
service representative for these Novation accounts in specific
geographic areas. The Novation contract is very similar to the
Premier contract in the manner of attaining customers.
SUPPLIERS. Although supplier contracts are negotiated
centrally, each of Central Pharmacy's pharmacy managers has the
discretion to order from suppliers based on local market demand
for products and delivery availability from suppliers. However,
in the aggregate, the largest suppliers to Central Pharmacy are
Nycomed/Amersham, Mallinckrodt Medical, Inc. and DuPont. These
top three suppliers accounted for 74% of total Central Pharmacy
purchases in 1997 and 79% of total purchases in 1998.
<PAGE>
RISK FACTORS
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. THIS
SECTION DESCRIBES SOME, BUT NOT ALL, OF THESE RISKS. THE ORDER
IN WHICH THESE RISKS ARE LISTED DOES NOT NECESSARILY INDICATE
THEIR RELATIVE PRIORITY. YOU SHOULD CAREFULLY CONSIDER THESE
RISKS AND OTHER INFORMATION IN THIS PROSPECTUS BEFORE INVESTING
IN OUR COMMON STOCK.
INTENSE COMPETITION MAY ERODE OUR PROFIT MARGINS.
The wholesale distribution of pharmaceuticals and
related health care products is highly competitive. We compete
with:
-- National wholesale distributors of
pharmaceuticals, such as AmeriSource Health
Corporation, Bergen Brunswig Corporation, Cardinal
Health, Inc., and McKessonHBOC Corporation;
-- Regional and local distributors of
pharmaceuticals;
-- Chain drug warehouses that purchase
pharmaceuticals directly from the manufacturers;
-- Direct-selling manufacturers; and
-- Other specialty distributors.
Some of our competitors have greater financial
resources and geographic coverage than we have.
OUR INDUSTRY IS SUBJECT TO MARGIN PRESSURES.
Like other wholesale drug distributors in our industry,
our gross margins are small. As a result, we are vulnerable to
increases in our fixed operating costs and decreases in our net
sales, which could result from a reduction in industry-wide price
inflation, customer losses or governmental regulation such as
imposed price controls. In addition, a cessation or substantial
decrease in the supply of pharmaceutical products could have a
material adverse effect on our business, financial condition or
results of operations.
THE LOSS OF ANY MAJOR CHAIN DRUG CUSTOMER COULD ADVERSELY AFFECT
OUR BUSINESS.
Approximately 49% of our net sales in 1998 were to
chain drug warehouse customers. Two chain drug warehouse
customers each accounted for more than 15% of our net sales in
1998. Although we lost a major chain drug warehouse customer in
1998 and did not experience a material adverse effect in our
business in that year, the loss of either of our major chain drug
warehouse customers would be likely to have an adverse impact on
our business.
OUR ACQUISITION STRATEGY MAY NOT BE SUCCESSFUL, WHICH COULD CAUSE
OUR BUSINESS AND FUTURE GROWTH PROSPECTS TO SUFFER.
We have built our current business in part through
acquisitions and we expect to pursue acquisitions of
complementary businesses in the future. Acquisitions involve many
risks, including:
-- difficulties in identifying suitable
acquisition candidates and in negotiating and
consummating acquisitions on terms attractive to us;
-- difficulties in the assimilation of the
operations of the acquired company;
-- the diversion of management's attention from
other business concerns;
-- risks of entering new geographic or product
markets in which we have limited or no direct prior
experience;
-- the potential loss of key employees of the
acquired company; and
-- the assumption of undisclosed liabilities.
In addition to the above risks, future acquisitions may
result in dilution of earnings and the amortization or write-off
of goodwill and tangible assets, either of which could have a
material adverse effect on our business, financial condition or
results of operations.
OUR CONTINUED SUCCESS COULD BE ADVERSELY AFFECTED IF WE ARE
UNABLE TO ADAPT TO CHANGES IN THE HEALTHCARE INDUSTRY.
In recent years, the healthcare industry has
experienced significant change driven by efforts to reduce costs
and improve standards of care. These efforts include potential
national healthcare reform, trends toward managed care,
purchasing groups and pharmacy benefit managers, cuts in Medicare
and Medicaid and horizontal and vertical consolidation within the
healthcare industry. Our inability to react effectively to these
and other changes in the healthcare industry or the inability of
our customers or suppliers to react effectively to these and
other changes could adversely affect our business, financial
condition, results of operations or cash flows.
WE DEPEND ON KEY EMPLOYEES AND THE LOSS OF A KEY EMPLOYEE COULD
ADVERSELY AFFECT OUR BUSINESS.
Our future performance will depend, in part, on the
efforts and abilities of our key employees, including our
executive officers. The loss of the services of any of them
could have an adverse effect on our business. We have no
employment contracts with our executive officers.
YEAR 2000 ISSUES MAY ADVERSELY AFFECT OUR BUSINESS.
The year 2000 will pose a unique challenge to
industries that rely on information technology. Because of the
methods used by early programmers, many software applications and
operational programs may be unable to distinguish the year 2000
from the year 1900. This problem could result in the production
of inaccurate data, or, in the worst cases, the inability of the
systems to function. We and other companies in the same business
are vulnerable to this problem because of our dependence on
distribution and communications systems.
Our Daily Sales System, which controls ordering,
pricing, inventory control and shipping, was designed to be, and
is being tested to determine if it is, year 2000 compliant. We
believe that the costs required to bring our systems into
compliance have not had and will not have a material adverse
effect on us. However, the year 2000 problem is widespread and
complex and can affect any computer process. As a result, we
cannot guarantee that the year 2000 compliance can be achieved
without additional unanticipated expenditures and uncertainties
that might affect future financial results. In addition, the
failure of our key third party service providers, customers,
suppliers or third party payors to adequately address their year
2000 issues could result in a material adverse effect on our
business, financial condition, results of operations or cash
flows.
Because of the uncertainties surrounding the year 2000,
there is a concern that consumers of pharmaceutical products will
begin to stockpile their prescription drugs during late 1999
through early 2000. Even though the industry is attempting to
address these concerns, a significant amount of stockpiling by
consumers could result in a temporary disruption of our ability
to service our customers due to shortages of pharmaceutical
products from the manufacturers. As a result, we will be
increasing our inventory of pharmaceutical products during the
third and fourth quarters of 1999. Stockpiling by consumers of
pharmaceutical products in the fourth quarter of 1999 could
adversely affect our sales in the first quarter of 2000.
OUR EXECUTIVE OFFICERS AND DIRECTORS HAVE EFFECTIVE CONTROL OVER
ANY MATTER SUBMITTED TO A VOTE OF OUR STOCKHOLDERS.
As of September 30, 1999, our executive officers and
directors had the power to vote approximately 28% of the voting
power of the outstanding common stock. As a result, they will be
able to significantly affect the outcome of any corporate
transaction or other matter submitted to a vote of our
stockholders, and they may be able to prevent or cause a change
in control of our company.
OUR BUSINESS IS HIGHLY REGULATED AND COULD SUBJECT US TO
ENFORCEMENT ACTIONS AND MATERIAL LIMITATIONS ON OUR OPERATIONS.
We operate in highly regulated industries and are
subject to regulation by federal, state and local government
agencies. We must obtain licenses or permits from and comply
with operating and security standards of the United States Drug
Enforcement Administration, the Food and Drug Administration, the
Nuclear Regulatory Commission, the Department of Transportation
and numerous state agencies. If we fail to comply with these
laws and regulations, we could be subject to significant civil
and other penalties that could have a material adverse effect on
our business, financial condition, results of operations or cash
flows.
OUR STOCK PRICE WILL FLUCTUATE, AND COULD FLUCTUATE
SIGNIFICANTLY.
The market price of our common stock may fluctuate.
This may occur in response to various factors and events,
including, among other things:
-- the depth and liquidity of the trading market
for our common stock;
-- quarterly variations in actual or anticipated
operating results;
-- growth rates;
-- changes in estimates by analysts;
-- announcements by competitors;
-- regulatory actions; and
-- general economic conditions.
In addition, the stock market has from time to time
experienced significant price and volume fluctuations which may
be unrelated to the operating performance of particular
companies. Furthermore, our operating results and prospects from
time to time may be below the expectations of public market
analysts and investors. The occurrence of any of these events
could result in a material decline in the price of our common
stock.
ANTI-TAKEOVER PROVISIONS IN OUR ORGANIZATIONAL DOCUMENTS AND
INDIANA LAW COULD DETER TAKEOVER ATTEMPTS THAT STOCKHOLDERS MAY
THINK ARE IN THEIR BEST INTERESTS.
Our Restated Articles of Incorporation and By-Laws
contain provisions that may have the effect of delaying,
deferring or preventing a change in control of our company, may
discourage bids at a premium over the market price of our common
stock and may adversely affect the market price of our common
stock, and the voting and other rights of the holders of our
common stock. These provisions include:
-- removal of directors only for cause and only
upon approval of a majority of the outstanding
shares of common stock;
-- requiring stockholders representing 25% of the
voting power to call a special meeting of
stockholders;
-- the ability to issue additional shares of our
common stock or preferred stock without stockholder
approval; and
-- advance notice requirements for raising
business or making nominations at stockholders'
meetings.
The Indiana corporation law contains business
combination provisions that, in general, prohibit for five years
any business combination with a beneficial owner of 10% or more
of our common stock unless the holder's acquisition of the stock
was approved in advance by our board of directors. The Indiana
corporation law also contains control share acquisition
provisions that limit the ability of certain stockholders to vote
their shares unless their control share acquisition was approved
in advance.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the
shares by the selling stockholders. The selling stockholders
will pay any underwriting discounts and commissions and expenses
incurred by them for brokerage, accounting, tax or legal services
or any other expenses incurred by the selling stockholders in
disposing of the shares. We will bear all other costs, fees and
expenses incurred in effecting the registration of the shares
covered by this prospectus, including, without limitation, all
registration and filing fees, fees and expenses of our counsel,
fees and expenses of our accountants, and blue sky fees and
expenses.
SELLING STOCKHOLDERS
The following table sets forth certain information
regarding ownership of shares of our common stock by the selling
stockholders as of the effective date of this prospectus,
including the shares being offered by this prospectus. We
believe that each of the selling stockholders has sole voting and
investment power with respect to the shares listed opposite that
selling stockholder's name below. All of the shares of common
stock being offered by this prospectus were issued in connection
with the acquisition by us of Central Pharmacy Services, Inc., a
Georgia corporation, on August 31, 1999, in a transaction that
was exempt from registration under the Securities Act of 1933, as
amended, in reliance upon the exemption provided by Section 4(2)
of that act. The registration statement of which this prospectus
is a part was filed pursuant to the definitive agreement relating
to that acquisition.
<TABLE>
<CAPTION>
Selling Number of Shares of Number of Shares of
Stockholders Common Stock Shares of Common Stock
Beneficially Owned Common Beneficially
Prior to Offering (1) Stock Owned
Offered After
Hereby Offering (1)
<S> <C> <C> <C> <C>
Number Percent
G. Kendall Forbes (2) 185,783 172,592 13,191 *
Tony R. Walters (2)(3) 166,576 66,630 99,946 *
Russell S. Roberts 23,795 17,728 6,067 *
Stephen B. Curet (2) 158,794 158,794 0 *
Keith R. Krogsgard 20,392 13,797 6,595 *
Billy Clifton Osbon, Jr. 2,638 2,638 0 *
Patricia Howard 6,595 2,638 3,957 *
Fred P. Burke (2) 371,434 71,648 299,786 *
David F. Bellet 24,746 24,746 0 *
Noro-Mosely 730,047 730,047 0 *
Partners II, L.P.
Kitty Hawk Capital 371,196 371,196 0 *
Limited Partnership, II
Private Investment 494,929 494,929 0 *
Consortium, Ltd.
Premier Venture 185,598 185,598 0 *
Capital Corporation
Louisiana Fund 185,598 185,598 0 *
Corporation
Total 2,928,121 2,498,579 429,542
</TABLE>
* The number of shares indicated does not exceed one
percent of the number of shares of common stock
outstanding.
(1) Beneficial ownership is determined in accordance
with the rules of the Commission. In computing
the number of shares beneficially owned by a
person and the percentage ownership of that
person, shares of common stock subject to options
held by that person that are currently
exercisable or exercisable within 60 days of the
date of this prospectus are deemed outstanding.
Such shares, however, are not deemed outstanding
for the purposes of computing the percentage
ownership of each other person. Except as
indicated in the footnotes to this table, each
Selling Shareholder named in the table above has
sole voting and investment power with respect to
the shares set forth opposite such Selling
Shareholder's name.
(2) This person served as a director or executive
officer of Central Pharmacy within the last three
years.
(3) Mr. Walters is the owner of certain real property
leased by Central Pharmacy for $14,400 annually.
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered
and sold from time to time by the selling stockholders. The term
"selling stockholders" includes pledgees, donees, transferees or
other successors in interest selling shares received after the
date of this prospectus from any selling stockholder as a pledge,
gift or other non-sale related transfer. To the extent required,
this prospectus may be amended and supplemented from time to time
to describe a specific plan of distribution.
The selling stockholders will act independently of
Bindley Western in making decisions with respect to the timing,
manner and size of each sale, subject to certain daily volume
limitations in any open market sales other than in block trades
or in a firm commitment underwritten offering. These sales may
be made at prices and under terms then prevailing or at prices
related to the then current market price. Sales may also be made
in negotiated transactions, including pursuant to one or more of
the following methods:
<circle> purchases by a broker-dealer as principal and resale by
such broker-dealer for its own account pursuant to this
prospectus;
<circle> ordinary brokerage transactions and transactions in
which the broker solicits purchasers;
<circle> block trades in which the broker-dealer will attempt to
sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the
transaction;
<circle> distribution on the New York Stock Exchange in
accordance with the rules of the NYSE; and
<circle> in privately negotiated transactions.
In connection with distributions of the shares or
otherwise, any selling stockholder may:
<circle> enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage
in short sales of the shares in the course of hedging
the positions they assume;
<circle> sell the shares short and redeliver the shares to close
out such short positions;
<circle> enter into option or other transactions with broker-
dealers or other financial institutions which require
the delivery to them of shares offered by this
prospectus, which they may in turn resell; and
<circle> pledge shares to a broker-dealer or other financial
institution, which, upon a default, they may in turn
resell.
In addition, any shares that qualify for sale pursuant
to Rule 144 may be sold under Rule 144 rather than pursuant to
this prospectus.
In effecting sales, broker-dealers or agents engaged by
a selling stockholder may arrange for other broker-dealers to
participate. Broker-dealers or agents may receive commissions,
discounts or concessions from a selling stockholder, in amounts
to be negotiated immediately prior to the sale.
In offering the shares covered by this prospectus, a
selling stockholder, and any broker-dealers and any other
participating broker-dealers who execute sales for a selling
stockholder may be deemed to be "underwriters" within the meaning
of the Securities Act in connection with these sales. Any
profits realized by a selling stockholder and the compensation of
such broker-dealer may be deemed to be underwriting discounts and
commissions.
In order to comply with the securities laws of certain
states, the shares must be sold in those states only through
registered or licensed brokers or dealers. In addition, in
certain states the shares may not be sold unless they have been
registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is
available and is complied with.
We have advised the selling stockholders that the anti-
manipulation rules of Regulation M under the Exchange Act may
apply to sales of shares in the market and to the activities of
the selling stockholders and their affiliates. In addition, we
will make copies of this prospectus available to the selling
stockholders for the purpose of satisfying the prospectus
delivery requirements of the Securities Act. The selling
stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities
Act.
Upon being notified by a selling stockholder that any
material arrangement had been entered into with a broker-dealer
for the sale of shares through a block trade, special offerings,
exchange distribution or secondary distribution or purchase by a
broker or dealer, a supplement to this prospectus will be filed,
if required, pursuant to Rule 424(b) under the Securities Act,
disclosing:
<circle> the number of shares being offered;
<circle> the terms of the offering, including the name of any
underwriter, dealer or agent;
<circle> the purchase price paid by any underwriter;
<circle> any discount, commission and other underwriter
compensation;
<circle> any discount, commission or concession allowed or
reallowed or paid to any dealer; and
<circle> the proposed selling price to the public.
In addition, upon being notified by a selling stockholder that a
donee or pledgee intends to sell more than 500 shares, we will
file a supplement to this prospectus.
We have agreed to indemnify the selling stockholders
against certain liabilities, including certain liabilities under
the Securities Act. The selling stockholders may agree to
indemnify any agent, dealer on broker-dealer that participants in
transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities
Act.
We have agreed with the selling stockholders to keep
the Registration Statement of which this prospectus constitutes a
part effective until the earliest of: (i) such time as all of
the shares covered by this prospectus have been disposed of
pursuant to the Registration Statement; (ii) the completion of
any firm commitment underwritten offering; and (iii) May 31,
2000, subject to extension.
LEGAL MATTERS
The validity of the common stock offered by this
prospectus will be passed upon by Baker & Daniels, Indianapolis,
Indiana.
EXPERTS
The audited historical consolidated financial
statements of Bindley Western Industries, Inc. as of December 31,
1998 and 1997 and for the three year period ended December 31,
1998, incorporated in this Prospectus and Registration Statement
by reference to the Report on Form 8-K of Bindley Western
Industries, Inc. dated November 17, 1999, except as they relate
to Central Pharmacy Services, Inc., have been audited by
PricewaterhouseCoopers LLP, independent accountants, and insofar
as they relate to the consolidated financial statements of
Central Pharmacy Services, Inc., have been audited by Ernst and
Young LLP, independent auditors, as set forth in their report
dated March 15, 1999, except for Note 4 as to which the date is
April 8, 1999, whose reports are incorporated herein by
reference. Such financial statements have been so incorporated
in reliance on those reports of such independent accountants and
auditors given on the authority of such firms as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
Federal securities law requires Bindley Western to file
information with the Securities and Exchange Commission
concerning its business and operations. Accordingly, Bindley
Western files annual, quarterly and special reports, proxy
statements and other information with the Commission. You can
inspect and copy this information at the public reference
facility maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You can
also do so at the following regional offices of the Commission:
-- New York Regional Office, Seven World Trade
Center, Suite 1300, New York, New York 10048; and
-- Chicago Regional Office, Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois
60661.
You can get additional information about the operation
of the Commission's public reference facilities by calling the
Commission at 1-800-SEC-0330. The Commission also maintains a
web site (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding companies
that, like Bindley Western, file information electronically with
the Commission.
The Commission allows Bindley Western to "incorporate
by reference" the information we file with them, which means that
we can disclose important information to you by referring you to
the other information we have filed with the Commission. The
information that we incorporate by reference is considered to be
part of this prospectus, and later information that we file with
the Commission will automatically update and supersede the
information we've included in this prospectus. We incorporate by
reference the documents listed below and any future filings we
make with the Commission under Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the initial filing
of the Registration Statement that contains this prospectus and
before the time that all the securities offered by this
prospectus are sold or this offering is otherwise ended. This
prospectus is part of a Registration Statement that we filed with
the Commission (Registration No. 333-______________).
FILINGS PERIOD
Annual Report on Form 10-K Year ended December 31, 1998
Quarterly Report on Form 10-Q Quarter ended March 31, 1999
Quarter ended June 30, 1999
Quarter ended September 30, 1999
Current Report on Form 8-K Filed January 4, 1999
Filed August 23, 1999
Filed November 17, 1999
Proxy Statement Filed March 29, 1999
The description of Bindley Western common stock set forth in the
Registration Statement on Form 8-A (File No. 1-11519), filed with
the Commission on July 24, 1995, including any amendment or
report filed with the Commission for the purpose of updating such
description.
You can request a free copy of these filings by writing
or calling us at the following address:
Bindley Western Industries, Inc.
8909 Purdue Road
Indianapolis, Indiana 46268
Attention: Michael D. McCormick
(317) 704-4000
You should rely only on the information incorporated by
reference or provided in this prospectus or any supplement to
this prospectus. We have not authorized anyone else to provide
you with different information or additional information. The
selling stockholders are only offering these securities in states
where the offer is permitted. You should not assume that the
information in this prospectus, any supplement to this prospectus
or in any document we incorporate by reference, is accurate at
any date other than the date indicated on the cover page of these
documents.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses,
other than underwriting discounts and commissions, payable in
connection with the sale and distribution of the securities being
registered. The sale and distribution of the securities being
registered hereby are being offered for the account of certain
security holders of the Registrant, and the Registrant will pay
all costs and expenses payable in connection with such sale and
distribution other than any sales, broker's or underwriting
commissions or fees and expenses of the security holders'
counsel. All amounts except the Securities and Exchange
Commission registration fee are estimated.
ITEM AMOUNT
Registration fee $10,311.00
Blue Sky fees and expenses N/A
Printing and engraving expenses 10,000.00
Legal fees and expenses 20,000.00
Accounting fees and expenses 10,000.00
Miscellaneous 2,689.00
Total $53,000.00
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Indiana Business Corporation Law provides that a
corporation, unless limited by its articles of incorporation, is
required to indemnify its directors and officers against
reasonable expenses incurred in the successful defense of any
proceeding arising out of their service as a director or officer
of the corporation.
As permitted by the Indiana Business Corporation Law, the
Registrant's Restated Articles of Incorporation provide for
indemnification of directors, officers and employees of the
Registrant against any and all liability and reasonable expense
that may be incurred by them, arising out of any claim or action,
civil, criminal, administrative or investigative, in which they
may become involved by reason of being or having been a director,
officer, or employee. To be entitled to indemnification, those
persons must have been wholly successful in the claim or action
or the board of directors must have determined that such persons
acted in good faith in what they reasonably believed to be the
best interests of the Registrant (or at least not opposed to its
best interests) and, in addition, in any criminal action, had
reasonable cause to believe their conduct was lawful (or had no
reasonable cause to believe that their conduct was unlawful).
The rights of indemnification provided by the Restated
Articles of Incorporation are not exhaustive and are in addition
to any rights to which a director or officer may otherwise be
entitled by contract or as a matter of law. Irrespective of the
provisions of the Restated Articles of Incorporation, the
Registrant may, at any time and from time to time, indemnify
directors, officers, employees and other persons to the full
extent permitted by the provisions of applicable law at the time
in effect, whether on account of past or future transactions.
In addition, the Registrant has a directors' and
officers' liability and company reimbursement policy that insures
against certain liabilities, including liabilities under the
Securities Act, subject to applicable retentions.
ITEM 16. EXHIBITS
The list of exhibits is incorporated by reference to the
Index to Exhibits beginning on page E-1.
ITEM 17. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(i) and
(a)(ii) of this section do not apply if the information
required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the
Registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration
Statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
2. The undersigned Registrant hereby undertakes that
for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
4. The undersigned Registrant hereby undertakes that:
(a) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from
the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was
declared effective.
(b) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to
the securities offered therein, and the offering of
such securities at that time shall be deemed to be the
initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana, on the
16{th} day of November, 1999.
BINDLEY WESTERN INDUSTRIES, INC.
By: /S/ WILLIAM E. BINDLEY
William E. Bindley
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby authorizes each of William E.
Bindley and Michael D. McCormick, each with full power of
substitution, to execute in the name and on behalf of such person
any amendment or any post-effective amendment to this
Registration Statement and any subsequent registration statement
filed pursuant to Rule 462 under the Securities Act of 1933 and
to file the same, with exhibits thereto, and other documents in
connection therewith, making such changes in this Registration
Statement and any such subsequent registration statement as the
Registrant deems appropriate, and appoints each of William E.
Bindley and Michael D. McCormick, each with full power of
substitution, attorney-in-fact to sign any amendment and any
post-effective amendment to this Registration Statement and any
such subsequent registration statement and to file same, with
exhibits thereto, and other documents in connection therewith.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in their respective capacities indicated on
November 16, 1999.
SIGNATURE Title
/S/ WILLIAM E. BINDLEY Chairman of the Board,
Chief Executive Officer and
Director (Principal Executive Officer)
William E.Bindley
/S/ THOMAS J. SALENTINE Executive Vice President, Chief
Financial Officer and Director
(Principal Financial and Accounting
Officer)
Thomas J. Salentine
/S/ WILLIAM F. BINDLEY, II Director
William F. Bindley, II
/S/ KEITH W. BURKS Director
Keith W. Burks
/S/ SETH B. HARRIS Director
Seth B. Harris
/S/ ROBERT L. KOCH II Director
Robert L. Koch II
/S/ MICHAEL D. McCORMICK Director
Michael D. McCormick
/S/ J. TIMOTHY McGINLEY Director
J. Timothy McGinley
/S/ JAMES K. RISK III Director
James K. Risk III
/S/ K. CLAY SMITH Director
K. Clay Smith
/S/ CAROLYN Y. WOO Director
Carolyn Y. Woo
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
DOCUMENT DESCRIPTION
EXHIBIT
NUMBER
<S> <C> <C>
4.1 (1) (i) Amended and Restated Articles of
Incorporation of the 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.
(4) (iv) Amendment to Restated Articles of
Incorporation increasing number of authorized
shares.
(5) (v) Amendment to Restated Articles of
Incorporation increasing number of authorized
shares.
4.2 (6) Restated By-Laws of the Registrant, as
amended to date.
4.3 (7) Third Amended and Restated Credit Agreement
dated as of December 28, 1998, by and among
the Registrant, NationsBank, N.A., The Bank
of Tokyo-Mitsubishi, Ltd., KeyBank National
Association, SunTrust Bank Central Florida,
N.A., National City Bank of Indiana, Fifth
Third Bank, Indiana (f/k/a The Fifth Third
Bank of Central Indiana), The Northern Trust
Company, NBD Bank, N.A., and Bank One,
Indiana, NA, as agent.
4.4 (8) Receivables Purchase Agreement, dated as of
December 28, 1998, among Bindley Western
Funding Corporation, Falcon Asset
Securitization Corporation, NBD Bank, N.A.,
KeyBank National Association, Comerica Bank,
NationsBank, N.A., Fifth Third Bank, Indiana,
National City Bank of Indiana and The First
National Bank of Chicago, as Agent.
5 Opinion of Baker & Daniels.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Baker & Daniels (contained in
Exhibit 5).
24 Power of Attorney (included on signature
page).
</TABLE>
__________
(1) The copy of this exhibit filed as Exhibit 3-A(i) to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1987 is incorporated herein by
reference.
(2) The copy of this exhibit filed as Exhibit 4(a)(ii) to
the Registrant's Registration Statement on Form S-3
(Registration No. 33-45965) is incorporated herein by
reference.
(3) The copy of this exhibit filed as Exhibit 1 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992 is incorporated herein by
reference.
(4) The copy of this exhibit filed as Exhibit 4.1(iv) to
the Registrant's Registration Statement on Form S-8
(Registration No. 333-57975) is incorporated herein by
reference.
(5) The copy of this exhibit filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K dated June 11,
1999, is incorporated herein by reference.
(6) The copy of this exhibit filed as Exhibit 4.2 to the
Registrant's Registration Statement on Form S-8
(Registration No. 333-57975) is incorporated herein by
reference.
(7) The copy of this exhibit filed as Exhibit 4-A to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 is incorporated herein by
reference.
(8) The copy of this exhibit filed as Exhibit 4-B to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 is incorporated herein by
reference.
EXHIBIT 5
[LETTERHEAD OF BAKER & DANIELS]
November 16, 1999
Bindley Western Industries, Inc.
8909 Purdue Road
Indianapolis, Indiana 46268
Ladies and Gentlemen:
We have examined the corporate records and proceedings
of Bindley Western Industries, Inc., an Indiana corporation (the
"Company"), with respect to the legal sufficiency of all
corporate proceedings of the Company taken in connection with the
authorization, issuance, form, validity and nonassessability of
the shares of the Common Stock, $0.01 par value (the "Common
Stock"), of the Company being registered for sale by the selling
stockholders as identified in the Registration Statement on
Form S-3 (the "Registration Statement"), being filed by the
Company under the Securities Act of 1933, as amended (the "Act").
Capitalized terms used herein and not otherwise defined shall
have the meaning given them in the Registration Statement.
Based on such examination, we are of the opinion that:
1. The Company is a duly organized and validly existing
corporation under the laws of the State of Indiana.
2. The authorized capital stock of the Company consist
of 53,333,333 shares of Common Stock and 1,000,000 special
shares.
3. The 2,498,579 outstanding shares of Common Stock
offered by sale by the selling stockholders have been duly
authorized and are validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as
Exhibit 5 to the Registration Statement and to the references to
us in the Prospectus which is a part of the Registration
Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Yours very truly,
/s/ BAKER & DANIELS
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated
February 24, 1999, except as to the stock split as discussed in
Note 12, which is as of June 25, 1999, and the pooling of
interests as discussed in Note 1, which is as of August 31, 1999,
relating to the financial statements for the year ended
December 31, 1998, which appears in Bindley Western Industries,
Inc.'s Report on Form 8-K dated November 17, 1999. We also
consent to the references to us under the headings "Experts" in
such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Indianapolis, Indiana
November 15, 1999
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3) and related
Prospectus of Bindley Western Industries, Inc. for the
registration of 2,498,579 shares of its common stock and to the
incorporation by reference therein of our report dated March 15,
1999, except for Note 4 as to which the date is April 8, 1999,
with respect to the consolidated financial statements of Central
Pharmacy Services, Inc. included in the Current Report on
Form 8-K, dated November 17, 1999, of Bindley Western Industries,
Inc., filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
November 15, 1999
