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, 1999
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. AND 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:
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH
FUND INFORMATION, AT DECEMBER 31, 1999 AND 1998
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN
BENEFITS, WITH FUND INFORMATION, FOR THE YEAR ENDED
DECEMBER 31, 1999
NOTES TO FINANCIAL STATEMENTS
SCHEDULES *:
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER
31, 1999 (SCHEDULE I)
SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED
DECEMBER 31, 1999 (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 statements 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, 1999 and 1998, and the related statement of
changes in net assets available for plan benefits, with fund
information, for the year ended December 31, 1999. These
financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on the
financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. 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 audits provide 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, 1999 and 1998, and the
changes in net assets available for benefits for the year ended
December 31, 1999 in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an
opinion on the basic financial statements taken as a whole. The
supplemental schedules of assets held for investment purposes and
reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements, but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act
of 1974. These supplemental schedules are the responsibility of
the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.
ENT & IMLER CPA GROUP, PC
Indianapolis, Indiana
June 8, 2000
<PAGE>
PROFIT SHARING PLAN OF
BINDLEY WESTERN INDUSTRIES, INC.
AND SUBSIDIARIES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
---------------------------------------------------------------------------
December 31, 1999
-----------------
<TABLE>
<CAPTION>
Fund Information
-------------------------------------------------------------------------------------------------------
Victory American
Investment Victory Victory American Washington
BWI Quality Victory Special U.S. Gov't EuroPacific Mutual PHC
Common Bond Balanced Value Obligations Growth Investors Common Loan
Stock Fund Fund Fund Fund Fund Fund Stock Fund Total
---------- -------- ---------- ---------- ---------- -------- ---------- ---------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments,
at fair value: $5,630,326 $639,605 $3,125,705 $1,065,612 $4,045,550 $824,938 $4,426,454 $4,437,065 $77,924 $24,273,179
Receivables:
Employer contributions 566,293 95,182 254,576 243,173 422,464 138,209 357,158 - - 2,077,055
Employee contributions 2,269 315 953 925 644 660 2,055 - - 7,821
Accrued investment
income 254 - 2 - 3 - 2 52 - 313
---------- -------- ---------- ---------- ---------- -------- ---------- ---------- ------- -----------
Total assets 6,199,142 735,102 3,381,236 1,309,710 4,468,661 963,807 4,785,669 4,437,117 77,924 26,358,368
Liabilities
Other liabilities (9,825) - - - - - - - - (9,825)
---------- -------- ---------- ---------- ---------- -------- ---------- ---------- ------- -----------
Net assets available
for plan benefits $6,189,317 $735,102 $3,381,236 $1,309,710 $4,468,661 $963,807 $4,785,669 $4,437,117 $77,924 $26,348,543
========== ======== ========== ========== ========== ======== ========== ========== ======= ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
PROFIT SHARING PLAN OF
BINDLEY WESTERN INDUSTRIES, INC.
AND SUBSIDIARIES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
--------------------------------------------------------------------------
December 31, 1998
-----------------
<TABLE>
<CAPTION>
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 Fund Fund Fund Fund Fund Total
----------- -------- ---------- ---------- ---------- -------- ---------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
=========== ======== ========== ========== ========== ======== ========== ======= ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
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, 1999
-----------------
Fund Information
--------------------------------------------------------------------------------------------------------
Victory American
Investment Victory Victory American Washington
BWI Quality Victory Special U.S. Gov't EuroPacific Mutual PHC
Common Bond Balanced Value Obligations Growth Investors Common Loan
Stock Fund Fund Fund Fund Fund Fund Stock Fund Total
----------- -------- ---------- ---------- ---------- -------- ---------- ---------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employer $ 566,293 $ 95,182 $ 254,576 $ 243,173 $ 422,463 $138,209 $ 357,158 $ - $ - $ 2,077,054
Employee 386,629 66,884 219,449 158,034 141,690 87,765 330,786 - - 1,391,237
Rollover 57,804 38,443 139,343 32,461 35,107 3,863 127,896 - - 434,917
---------- -------- ---------- ---------- ---------- -------- ---------- ---------- ------- -----------
Total contributions 1,010,726 200,509 613,368 433,668 599,260 229,837 815,840 - - 3,903,208
---------- -------- ---------- ---------- ---------- -------- ---------- ---------- ------- -----------
Investment Income:
Interest and
dividends 24,378 33,411 309,409 60,017 110 31,715 499,452 3,729 6,641 968,862
Realized gains and
losses 69,842 (1,952) 42,102 (5,299) 121,929 26,205 84,928 196,032 - 533,787
Net appreciation
(depreciation)
in fair value of
investments (5,998,766) (47,878) (191,590) (43,890) 39,755 222,461 (618,575) 2,890,163 - (3,748,320)
---------- -------- ---------- ---------- ---------- -------- ---------- ---------- ------- -----------
Total investment
income (5,904,546) (16,419) 159,921 10,828 161,794 280,381 (34,195) 3,089,924 6,641 (2,245,671)
----------- -------- ---------- ---------- ---------- -------- ---------- ---------- ------- -----------
Total additions
(deductions) (4,893,820) 184,090 773,289 444,496 761,054 510,218 781,645 3,089,924 6,641 1,657,537
Distributions to
participants (157,632) (25,001) (161,032) (32,594) (411,839) (38,860) (88,328) (104,735)(10,208) (1,030,229)
Administrative expenses (31,506) (1,169) (3,126) (1,629) (6,231) (1,072) (4,418) (11,960) - (61,111)
Net transfer (to) from
other funds (1,403,868) (35,896) (34,304) (80,140) 7,180 41,526 (28,000) 1,528,103 5,399 -
Distribution to Priority
Healthcare Corporation
and Affiliates Profit
Sharing Plan and Trust (190,834)(109,318) (204,610) (191,499) (96,882)(111,912) (414,421) (64,215) - (1,383,691)
----------- -------- ---------- ---------- ---------- -------- ---------- ---------- ------- -----------
Net increase (decrease)
in net assets available
for plan benefits (6,677,660) 12,706 370,217 138,634 253,282 399,900 246,478 4,437,117 1,832 (817,494)
Beginning 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
----------- -------- ---------- ---------- ---------- -------- ---------- ---------- ------- -----------
End of year $ 6,189,317 $735,102 $3,381,236 $1,309,710 $4,468,661 $963,807 $4,785,669 $4,437,117 $77,924 $26,348,543
=========== ======== ========== ========== ========== ======== ========== ========== ======= ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
PROFIT SHARING PLAN OF
BINDLEY WESTERN INDUSTRIES, INC.
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999 AND 1998 AND
FOR THE YEAR ENDED DECEMBER 31, 1999
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 1999 profit sharing contribution approximated $2,077,000.
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 1999. 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, 1999 and 1998, forfeited non-vested accounts totaled
$263,685 and $392,746, 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
65th birthday, total disability or death, his profit sharing
account becomes fully vested.
Distributions consist of benefit payments to eligible
participants, payments of vested amounts to terminated
participants and payments to participants who can demonstrate
financial hardship. Participants are also able to obtain loans
from the Plan. Loans issued under the Prism Plan bear a rate of
interest of prime 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 several
different investment programs as directed by each participant.
These investment programs range from money market, government
secured, fixed income, growth, aggressive funds, and the
Company's own stock. For 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 several 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 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.
8. PRIORITY HEALTHCARE CORPORATION COMMON STOCK FUND - one time
investment in the common stock of Priority Healthcare
Corporation, resulting from the Bindley Western Industries, Inc.
January 1, 1999 spin-off.
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, 1999, this fund held
369,807 shares with a historical cost of $3,708,889 and a market
value of $5,630,326. 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.
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 the 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, 1999, 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.
NOTE 8 - PRIORITY HEALTHCARE CORPORATION SPIN-OFF
As of January 1, 1999 Bindley Western Industries, Inc.,
distributed to its shareholders all of its common stock of
Priority Healthcare Corporation. In addition the Plan holds
shares of Bindley Western Industries, Inc. stock (in its stock
fund), and received shares of Priority Healthcare Corporation
stock in the spin-off. The account balances of Priority
Healthcare Corporation employees were transferred to The Profit
Sharing Plan of Priority Healthcare Corporation, after the spin-
off was completed. The Bindley Western Industries, Inc.
employees were permitted to continue to hold their investment
position in Priority Healthcare Corporation however, they are not
permitted to purchase any more Priority Healthcare Corporation
stock.
<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, 1999
<TABLE>
<CAPTION> Current
Identity of Issue Description of Investment Cost Value
----------------------- ------------------------------------- ----------- ------------
<S> <C> <C> <C>
American EuroPacific Registered Investment Company $ 581,618 $ 824,938
Growth Fund*
Victory Special Value Registered Investment Company 1,120,165 1,065,612
Fund*
Victory Balanced Fund* Registered Investment Company 2,860,627 3,125,705
American Washington Registered Investment Company 4,321,331 4,426,454
Mutual Investors Fund*
Victory U.S. Government Registered Investment Company 3,607,121 4,045,550
Obligations Fund*
Bindley Western Equity Securities of 3,708,889 5,630,326
Industries Common Bindley Western Industries, Inc.
Stock Fund*
Priority Healthcare Corp Equity Securities of 1,546,902 4,437,065
Common Stock Fund Priority Healthcare Corporation
Victory Investment Registered Investment Company 673,321 639,605
Quality Bond Fund*
Loans to participants (Interest rates of 8.25% to 9.25%)* 77,924 77,924
------------ ------------
$ 18,497,898 $ 24,273,179
============ ============
</TABLE>
*Denotes party-in-interest.
See auditors' report and accompanying notes to the financial statements.
<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, 1999
------------------------------------
<TABLE>
<CAPTION>
Current Value
Number of of Asset on
Identity of Purchases/ Purchase Selling Transaction Transaction Net Gain
Party Involved Description of Asset Sales Price Price Expenses Cost Date or (Loss)
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Key Trust Company Victory U.S. Government 75 $1,212,496 $1,212,496 $1,212,496 $ -
of Indiana, NA Obligations Fund
Key Trust Company American Washington Mutual 88 1,745,315 1,745,315 1,745,315 -
of Indiana, NA Investors Fund
Key Trust Company Bindley Western Industries 18 1,101,339 1,101,339 1,101,339 -
of Indiana, NA Common Stock Fund
Key Trust Company Victory Prime Obligation 213 2,308,883 2,308,883 2,308,883 -
of Indiana, NA Money Market Fund
Key Trust Company Victory U.S. Government 63 $1,159,001 1,037,072 1,159,001 121,929
of Indiana, NA Obligations Fund
Key Trust Company Victory Prime Obligation 215 2,278,089 2,278,089 2,278,089 -
of Indiana, NA Money Market Fund
Key Trust Company American Washington Mutual 50 607,413 522,485 607,413 84,928
of Indiana, NA Investors Fund
Key Trust Company Bindley Western Industries 11 209,276 139,866 209,276 69,410
of Indiana, NA Common Stock Fund
</TABLE>
See auditors' report and accompanying notes to the financial statements.
<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. AND
SUBSIDIARIES
Date: June 27, 2000
By /s/ Marion McDermott
----------------------------------
Name: Marion McDermott
Title: Plan Administrator
