U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 001-11519
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CUSIP NUMBER: 090324 10 4
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(Check One):
[ ]Form 10-K and Form 10-KSB
[ ]Form 20-F
[ ] Form 11-K
[X]Form 10-Q and Form 10-QSB
[ ]Form N-SAR
For Period Ended: September 30, 2000
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any
information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Full Name of Registrant: Bindley Western Industries, Inc.
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Former Name if Applicable: N/A
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Address of Principal Executive Office (Street and Number): 8909 Purdue Road
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City, State and Zip Code: Indianapolis, IN 46268
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PART II - RULES 12b-25(b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b) [P. 23,047], the
following should be completed. (Check box if appropriate)
[x] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[x] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and [Amended in Release No.
34-26589 (P. 72,435), effective April 12, 1989, 54 F.R. 10306.]
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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<PAGE>
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K and 10-KSB, 20-F,
11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion thereof could
not be filed within the prescribed period. [Amended in Release No. 34-26589 (P.
72,439), effective August 13, 1992, 57 F.R. 36442.]
(Attach Extra Sheets if Needed)
As previously reported, the Company acquired Central Pharmacies
Services, Inc. ("CPSI") on August 31, 1999 in a transaction accounted for as a
pooling of interests. The Company has been advised by its independent
accountants that a cash dividend paid to preferred shareholders of CPSI
immediately prior to the acquisition may have made pooling treatment
unavailable. The Company intends to restate its financial statements to account
for the CPSI acquisition under the purchase method of accounting. The Company
does not believe that it is possible or appropriate to file any portion of the
quarterly report on Form 10-Q at this time. The Company intends to file its Form
10-Q on or before November 20, 2000.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas J. Salentine (317) 704-4154
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s).
[X]Yes [ ]No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof?
[X]Yes [ ]No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
As explained above, the Company intends to restate its financial
statements for 1997, 1998, 1999 and the first two quarters of 2000 to account
for the CPSI acquisition using the purchase method of accounting. The Company
expects that the restatement would result in the recording of a purchase price
for the transaction which has not yet been finally determined and an annual
non-cash charge to earnings, reflecting the amortization of goodwill and other
intangible assets associated with the transaction. In addition, the operations
of CPSI prior to the date of acquisition would be eliminated from the Company's
previously reported financial statements.
Bindley Western Industries, Inc.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 14, 2000 By: /s/ Thomas J. Salentine
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Name: Thomas J. Salentine
Title: Executive Vice President
(Principal Financial Officer)
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
