BINDLEY WESTERN INDUSTRIES INC
10-Q, 2000-05-15
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
  [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

  For the quarterly period ended    March 31, 2000
                                ------------------

                                       OR

  [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

  For the transition period from to Commission file number: 0-11355


                        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 No.)

                                8909 Purdue Road
                           Indianapolis, Indiana 46268
                           ---------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (317) 704-4000
                                 --------------
                         (Registrant's telephone number,
                              including area code)


                                    No Change
              (Former name, former address and former fiscal year,
                          if changed since last report)

                  Indicate by check mark  whether the  registrant  (1) has filed
all  reports  required  to be filed  by  Section  13 or 15(d) of the  Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter  period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.


Yes      x                 No _________
     ---------



The  number of  shares  of  Common  Stock  outstanding as of March 31, 2000 was
34,238,271.
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                BINDLEY WESTERN INDUSTRIES, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                        (000's omitted except share data)
                                   (unaudited)

                                              Three-month period ended
                                                      March 31,
                                       ----------------------------------
                                                 2000               1999
                                       ----------------------------------

Revenues:
  Net sales from stock                    $ 1,647,493        $ 1,226,780
  Net brokerage sales                         830,617            758,385
                                       ----------------------------------
  Total net sales                           2,478,110          1,985,165
  Other income                                    543                483
                                       ----------------------------------
                                            2,478,653          1,985,648
                                       ----------------------------------
Cost and expenses:
  Cost of products sold                     2,412,279          1,933,425
  Selling, general and administrative          35,050             28,425
  Depreciation and amortization                 3,057              2,147
  Interest                                      8,302              5,549
  Unusual item                                 26,300
                                       ----------------------------------
                                            2,484,988          1,969,546
                                       ----------------------------------

Earnings before income taxes                   (6,335)            16,102
                                       ----------------------------------

Provision for income taxes                      7,372              6,397


                                       ----------------------------------
Net earnings                                $ (13,707)           $ 9,705
                                       ==================================


Earnings per share:
  Basic                                       $ (0.40)            $ 0.29
  Diluted                                     $ (0.40)            $ 0.27

Average shares outstanding:
  Basic                                    34,108,201         33,066,202
  Diluted                                  34,108,201         36,186,232



          (See accompanying notes to consolidated financial statements)
<PAGE>
<TABLE>
<CAPTION>

                BINDLEY WESTERN INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                        (000's omitted except share data)

                                                                          (unaudited)
                                                                   March 31,        December 31,
                                                             -----------------------------------
                                                                       2000                1999
                                                             -----------------------------------
<S>                                                             <C>                 <C>
Assets
Current assets:
 Cash                                                              $ 58,154            $ 34,910
 Accounts receivable, less allowance for doubtful
  accounts of $9,547 for 2000 and 1999                              705,637             721,830
 Finished goods inventory                                           874,982             803,021
 Deferred income taxes                                               13,768              13,168
 Other current assets                                                 9,802               9,926
                                                             -----------------------------------
                                                                  1,662,343           1,582,855
                                                             -----------------------------------

Other assets                                                             16                  18
                                                             -----------------------------------
Fixed assets, at cost                                               128,240             129,140
 Less: accumulated depreciation                                     (30,608)            (27,773)
                                                             -----------------------------------
                                                                     97,632             101,367
                                                             -----------------------------------

Intangibles                                                          18,504              18,582

                                                             -----------------------------------
  Total assets                                                  $ 1,778,495         $ 1,702,822
                                                             ===================================

Liabilities and Shareholders' Equity
Current liabilities:
 Short-term borrowings                                            $ 132,194            $ 45,000
 Securitized borrowings                                             349,963             349,963
 Accounts payable                                                   840,706             864,271
 Other current liabilities                                           50,913              25,472
                                                             -----------------------------------
                                                                  1,373,776           1,284,706
                                                             -----------------------------------

Long-term debt                                                       38,570              38,698

                                                             -----------------------------------
Deferred income taxes                                                 4,703               4,703
                                                             -----------------------------------

Shareholders' equity:
Common stock, $.01 par value authorized 53,333,333 shares;
 issued 35,450,503 and 35,213,201 shares, respectively                3,418               3,415
Special shares, $.01 par value-authorized 1,000,000 shares
Additional paid in capital                                          226,460             225,459
Note receivable from officer                                         (3,282)             (3,228)
Retained earnings                                                   152,331             166,550
                                                             -----------------------------------
                                                                    378,927             392,196
Less:  shares in treasury-at cost
 1,212,232 and 1,212,232 shares, respectively                       (17,481)            (17,481)

                                                             -----------------------------------
  Total shareholders' equity                                        361,446             374,715
                                                             -----------------------------------

Commitments and contingencies

                                                             -----------------------------------
  Total liabilities and shareholders' equity                    $ 1,778,495         $ 1,702,822
                                                             ===================================
</TABLE>

          (See accompanying notes to consolidated financial statements)
<PAGE>
<TABLE>
<CAPTION>

                BINDLEY WESTERN INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (000's omitted except share data)
                                   (unaudited)

                                                                  Three-month period ended
                                                                         March 31,
                                                            -------------------------------
                                                                    2000              1999
                                                            -------------------------------
<S>                                                            <C>                <C>
Cash flow from operating activities:
  Net income                                                   $ (13,707)          $ 9,705
  Adjustments to reconcile net income
    to net cash provided (used) by operating activities:
    Depreciation and amortization                                  3,057             2,147
    Unusual item                                                  26,300
    Deferred income taxes                                           (600)             (600)
    Gain on sale of fixed assets                                    (134)


Change in assets and liabilities, net of acquisition:
  Accounts receivable                                             16,272           (66,128)
  Finished goods inventory                                       (71,939)           13,864
  Accounts payable                                               (23,713)          (91,587)
  Other current assets and liabilities                              (735)           (3,920)
                                                            -------------------------------
    Net cash used by operating activities                        (65,199)         (136,519)
                                                            -------------------------------

Cash flow from investing activities:
  Purchase of fixed assets and other assets                       (3,754)           (5,863)
  Proceeds from sale of fixed assets                               4,960
  Acquisition of business                                           (268)
                                                            -------------------------------
    Net cash provided (used) by investing activities                 938            (5,863)
                                                            -------------------------------

Cash flow from financing activities:
  Proceeds from sale of stock                                      1,004             1,644
  Addition (reduction) in long term debt                            (127)              (10)
  Related party note receivable                                      (54)              (54)
  Payment on note payable Priority Healthcare Corporation                           (3,350)
  Proceeds under line of credit agreement                        592,194           401,500
  Payments under line of credit agreement                       (505,000)         (298,500)
  Proceeds from securitized borrowings                                              13,800
  Purchase of common shares for treasury                                            (5,647)
  Dividends                                                         (512)             (476)

                                                            -------------------------------
    Net cash provided by financing activities                     87,505           108,907
                                                            -------------------------------

Net increase (decrease) in cash                                   23,244           (33,475)
Cash at beginning of period                                       34,910            42,982
                                                            -------------------------------
Cash at end of period                                           $ 58,154           $ 9,507
                                                            ===============================
</TABLE>

          (See accompanying notes to consolidated financial statements)
<PAGE>
                BINDLEY WESTERN INDUSTRIES, INC. AND SUBSIDIARIES



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




1.   All of our financial  information  includes the results of Bindley  Western
     Industries,  Inc. ("BWI") and Central Pharmacy Services,  Inc. ("CPSI") for
     all periods presented giving retroactive effect to the merger on August 31,
     1999. We have prepared the consolidated financial statements in this report
     without  audit.  We  condensed  or omitted  some  information  and footnote
     disclosures, including significant accounting policies, that would normally
     be included in financial  statements  prepared in accordance with generally
     accepted accounting  principles.  We believe that the financial  statements
     for the  three-month  periods  ended  March 31,  2000 and 1999  include all
     necessary  adjustments  which are of a normal  recurring  nature,  for fair
     presentation. These financial statements should be read in conjunction with
     the financial  statements  and notes  included in our latest annual report.
     Results for any interim  period may not be indicative of the results of the
     entire year.

2.   On March 27,  2000,  the Company  disclosed in its Form 10-K filing that it
     was a potential  defendant  in an ongoing  grand jury  investigation  being
     conducted by the U. S. Attorney's  Office in Las Vegas,  NV. Then, on April
     24, 2000, the Company  announced in its first quarter 2000 earnings release
     that it had entered  into an  agreement  for the  purpose of  settling  the
     subject  matter  of  the  government's  investigation,   subject  to  court
     approval,  which is  expected  to take place by the end of June 2000.  Full
     details of the  tentative  settlement  cannot be  disclosed  prior to court
     approval.

     Under the tentative settlement,  the Company has agreed to a one count plea
     in which the Company  accepts the  responsibility  for the unlawful acts of
     two of its former  employees  based in San Dimas,  CA and to pay a lump sum
     fine in the  amount  of $25  million  at the  time of court  approval.  The
     tentative  settlement  satisfies  all  government  claims  arising from the
     conduct  that was  disclosed  in the March 27 SEC  filing  and there are no
     other  claims.  Additionally,  there is no  probation  associated  with the
     settlement.

     In conformance with generally accepted accounting  principles,  the Company
     booked the amount of the  settlement  plus the estimated  fees and expenses
     associated with its internal  investigation  and recorded an unusual charge
     of $26.3 million ($25.8 million net of tax) for the March 31, 2000 quarter.

3.   In a  consolidated  class action filed in the United States  District Court
     for  the  Northern  District  of  Illinois  in  1993,  the  Company,  other
     pharmaceutical  wholesalers and pharmaceutical  manufacturers were named as
     defendants,  In re  Brand  Name  Prescription  Drugs  Litigation,  MDL 997.
     Plaintiffs  alleged  that  pharmaceutical   manufacturers  and  wholesalers
     conspired  to fix prices of  brand-name  prescription  drugs sold to retail
     pharmacies  at  artificially  high  levels  in  violation  of  the  federal
     antitrust laws. The plaintiffs sought injunctive relief, unspecified treble
     damages,  costs,  interest  and  attorneys'  fees.  The Company  denied the
     complaint allegations.

     Several  of the  manufacturer  defendants  and the  class  plaintiffs  have
     reached  settlement  agreements.   Under  these  agreements,  the  settling
     manufacturer  defendants  retain certain  contingent  liabilities under the
     October 21, 1994 agreement discussed below. The trial against the remaining
     defendants, including the Company, began on September 14, 1998. On November
     30, 1998, the Court granted all remaining defendants' motions for judgments
     as a matter of law,  dismissing  all In re Brand  Name  Prescription  Drugs
     class claims against the Company and other defendants. The class plaintiffs
     appealed  the  Court's  ruling  and, on July 13,  1999,  the appeals  court
     dismissed  the  wholesalers,  including  the  Company,  from the  case.  On
     February 22, 2000, the United States  Supreme Court denied the  plaintiffs'
     petition for certiorari,  thus concluding the In re Brand Name Prescription
     Drugs class action litigation.

     At this time, the Company is a defendant in 115 additional cases brought by
     plaintiffs who "opted out" of the federal class action described above. One
     hundred  eleven of these  complaints  contain  allegations  and  claims for
     relief that are substantially similar to those in the federal class action.
     The four remaining  complaints add allegations that the defendants' conduct
     violated  state law.  The damages  period in these cases  begins in October
     1993. The Company has denied the  allegations  in all of these  complaints.
     Discovery in the opt out cases is currently ongoing and no trial dates have
     yet been scheduled.

     On November 20, 1997, two additional  complaints  were filed in the MDL 997
     proceeding by Eckerd  Corporation  and American Drug Stores naming  certain
     pharmaceutical  manufacturers  and wholesalers,  including the Company,  as
     defendants. These complaints contain allegations and claims for relief that
     are substantially similar to those in the federal class action. The Company
     has denied the allegations in these complaints.  No trial date has been set
     in these cases.
<PAGE>
     On July 1, 1996, the Company and several other  wholesalers  were joined as
     the  defendants in a seventh  amended and restated  complaint  filed in the
     Circuit Court of Greene  County,  Alabama,  Durrett v. The Upjohn  Company,
     Civil Action No.  94-029.  An order  dismissing the action and taxing costs
     against the  plaintiffs  was entered by the Circuit  Court on November  29,
     1999.

     On June 16, 1998, a suit was filed in the Circuit  Court for Cocke  County,
     Tennessee  purportedly on behalf of consumers of prescription  drugs in the
     following states:  Tennessee,  Alabama,  Arizona,  Florida,  Kansas, Maine,
     Michigan,  Minnesota,  New Mexico,  North  Carolina,  North  Dakota,  South
     Dakota,  West Virginia and Wisconsin.  Graves et al. v. Abbott Laboratories
     et  al.,   Civil  Action  No.   25,109-II.   The  complaint   charges  that
     pharmaceutical  manufacturers  and  wholesalers,   including  the  Company,
     engaged in a  price-fixing  conspiracy  in violation of  Tennessee's  Trade
     Practices  Act and  Consumer  Protection  Act,  and the unfair or deceptive
     trade  practices  statutes of the other  jurisdictions  named therein.  The
     Company has denied the  allegations of the complaint and all proceedings in
     this suit have been stayed until further order of the Circuit Court.

     On October 21, 1994,  the Company  entered into an agreement with the other
     wholesalers  and  pharmaceutical  manufacturers  covering  all of the cases
     listed  above.  Among other  things,  the  agreement  provides that for all
     judgments  that  might  be  entered  against  both  the   manufacturer  and
     wholesaler  defendants,  the Company's total exposure for joint and several
     liability  is limited  to $1  million  and the  wholesaler  defendants  are
     indemnified for $9 million in related legal fees and expenses.  As a result
     of  the  previously  noted  settlements,   we  have  periodically  received
     reimbursement of our legal fees and expenses in excess of our proportionate
     share  of the $9  million,  and  we  expect  to  receive  reimbursement  of
     substantially all of such fees and expenses in the future.

     The Company is unable to form a reasonably  reliable  conclusion  regarding
     the likelihood of a favorable or unfavorable  outcome of these cases,  each
     of which is being defended vigorously. The Company believes the allegations
     of liability are without merit with regard to the wholesaler defendants and
     that the  attendant  liability  of the  Company,  if any,  would not have a
     material adverse effect on the Company's  financial condition or liquidity.
     Adverse decisions, although not anticipated,  could have a material adverse
     effect on the Company's results of operations.

4.   On June 25, 1999, a 4-for-3 stock split of our common stock was paid in the
     form of a stock dividend to shareholders of record at the close of business
     on June 11, 1999. We restated all  historical  weighted  average shares and
     per share  amounts in this  report to reflect  these  stock  splits.  Share
     amounts in the Consolidated Balance Sheets reflect the actual share amounts
     outstanding for each period presented.

5.   Giving effect of the CPSI merger,  we have two reportable  segments.  These
     segments  are  BWI  and  Nuclear   Pharmacy.   These   segments   conducted
     substantially  all of their  business  within  the United  States.  The BWI
     segment  specialized in the  distribution  of  pharmaceuticals  and related
     health  care  products  to chain drug  companies  which  operate  their own
     warehouses,  individual drug stores,  supermarkets  and mass retailers with
     their  own  pharmacies,   hospitals,   clinics,  HMOs,  state  and  federal
     government  agencies and other health care providers.  The Nuclear Pharmacy
     segment  prepares and delivers  unit dose  radiopharmaceuticals  for use in
     nuclear  imaging  procedures  in hospitals  and clinics.  Our segments have
     separate management teams and infrastructures to meet the specific needs of
     our customers and our marketing strategies.


<PAGE>



     Segment  information for the  three-month  periods ended March 31, 1999 and
     2000 was as follows:

                                                           Nuclear
      (in thousands)                              BWI     Pharmacy        Total

                                          -----------   ----------  -----------
     Three-months ended March 31, 1999
       Revenues                          $ 1,974,957    $  10,208   $ 1,985,165
       Segment operating earnings             20,352        1,299        21,651
       Interest Expense                                                 (5,549)
                                                                   -------------
       Earnings before income taxes                                      16,102
                                                                   =============


     Three-months ended March 31, 2000
       Revenues                           $2,463,815     $ 14,295   $ 2,478,110
       Segment operating earnings             26,229        2,038        28,267
       Interest Expense                                                 (8,302)
       Unusual item                                                    (26,300)
                                                                   -------------
       Earnings before income taxes                                     (6,335)
                                                                   =============

     Operating earnings, as opposed to net earnings, has been determined to be a
     better  indicator of a segment's  operating  profitability  for  management
     purposes.

6.   The following is a reconciliation of the numerators and denominators of the
     basic and  diluted  earnings  per share  computations  for the three  month
     periods ended March 31, 2000 and 1999:

                                                Three-month period ended
                                                        March 31,
     -------------------------------------------------- ---------------------
        (in thousands, except share data)        2000                  1999
     -------------------------------------------------- ---------------------
     Basic:
     Net earnings                       ($     13,707)               $ 9,705
     Weighted shares
      outstanding                           34,108,201            22,607,433
     1999 4 for 3 stock split                                      7,536,714
     Shares issued in CPSI   merger                                2,922,055
     Basic shares
      outstanding                           34,108,201            33,066,202
     Per share  amount                  ($        .40)                $  .29

     Diluted:
     Net earnings                       ($     13,707)               $ 9,705
     Weighted shares
      outstanding                           34,108,201            22,607,433
     Stock options                                                 2,123,406
     1999 4 for 3 stock split                                      8,533,338
     Shares issued in CPSI   merger                                2,922,055

     Diluted Shares                         34,108,201            36,186,232
     Per share amount                   ($        .40)                $  .27

     The diluted average shares outstanding does not include 2,952,813 potential
     common shares because they would be anti-dilutive.


<PAGE>



Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations.

Overview

         On August 31, 1999, Bindley Western Industries,  Inc. ("BWI") completed
the merger with Central Pharmacy Services, Inc. ("CPSI") of Atlanta, Georgia for
approximately  $55  million  of BWI  Common  Stock.  CPSI  operates  specialized
pharmacies  that prepare and deliver unit dose  radiopharmaceuticals  for use in
nuclear  imaging  procedures  in hospitals  and  clinics.  The  transaction  was
accounted  for as a pooling of interests and the  financial  statements  for the
three  months  ended  March 31,  1999 have been  restated  to give effect to the
combination. CPSI represents the Nuclear Pharmacy segment of our business.

Results of Operations

         Net  sales  of  $2,478  million  for the  first  three  months  of 2000
represented  a 24.8%  increase  over the first  three  months  of 1999.  Nuclear
Pharmacy sales  accounted for less than 1% of sales for the three months of both
2000 and 1999.  Brokerage type sales  ("brokerage  sales") in 2000 experienced a
9.5%  increase  for the first three  months when  compared to the same period in
1999.  This  increase is the result of  increased  sales to existing  customers.
Although  brokerage  sales  generate  very little  gross  margin,  they  provide
increased  working capital and support our programs to attract more direct store
delivery  business from chain warehouse  customers.  Sales from inventory ("from
stock  sales")  increased 34% in the first three months of 2000 when compared to
the first three months of 1999. From stock sales include sales from inventory to
chain  warehouse  customers  and direct store  delivery  sales.  We continued to
expand our presence in the direct store delivery portion of the business through
increased sales to existing customers and the addition of new customers.  Direct
store  delivery  sales  increased by 36% for the first three months of 2000 when
compared to the first three  months of 1999.  As a  percentage  of total  sales,
direct store  delivery  sales  increased  from 60% for the first three months of
1999 to 65% for the first three  months of 2000.  In both the first three months
of 2000 and 1999,  the increase  related to price  increases  was  approximately
equal to the increase in the Consumer Price Index.

         Gross  margin  of $65.8  million  for the  first  three  months of 2000
represented  an  increase of 27% over the first  three  months of 1999.  In both
periods,  the pressure on sell side margins continued to be a significant factor
and the purchasing gains associated with pharmaceutical price inflation remained
relatively  constant.  Gross  margin as a percentage  of net sales  increased to
2.66% for the first three  months of 2000 from 2.61% for the first three  months
of 1999.  This increase in gross margin was the result of the change in mix away
from the lower margin  brokerage  sales to the higher margin from stock sales in
the BWI  segment  and also the  increased  sales of the  higher  margin  Nuclear
Pharmacy segment.

         Other income is attributable primarily to finance charges on customers'
receivables and gains on the sale of fixed assets.

         Selling,  general and administrative ("SGA") expense increased 23% from
$28.4  million for the first three months of 1999 to $35.0 million for the first
three months of 2000.  This increase is the result of expenses  associated  with
the new  distribution  centers  opened in 1999 in Milwaukee,  Wisconsin,  Kansas
City, Missouri and Denver, Colorado, normal inflationary increases and increased
variable costs to support our growing direct store delivery  programs in the BWI
segment.  These  variable  costs  include,  among  others,   delivery  expenses,
warehouse  expenses and labor costs. The remainder of the increase is associated
with the continued expansion, and the opening of new specialized pharmacies,  in
our Nuclear Pharmacy segment.  Our commitment to growth in both our direct store
delivery sales and our Nuclear  Pharmacy segment will result in increased SGA in
the future.  However, total SGA expense as a percent of from stock sales for the
first  three  months  decreased  from  2.3% in 1999 to 2.1% in 2000.  We  remain
focused on controlling SGA through improved technology,  better asset management
and opportunities to consolidate distribution centers.

         Depreciation  and  amortization  expense  increased  as a result of the
building of new facilities,  expansion and automation of existing facilities and
investments in management  information  systems.  Depreciation  and amortization
expense  increased  from $2.1  million in the first three months of 1999 to $3.1
million in the first three months of 2000.

         Interest expense for the three-month period increased from $5.5 million
in 1999 to $8.3 million in 2000. The average short-term  borrowings  outstanding
for the  three-month  period in 1999 were $335 million at an average  short-term
interest  rate of 5.1%,  as  compared to $449  million at an average  short-term
interest  rate of 6.2%  in  2000.  At  March  31,  2000,  CPSI  had  outstanding
borrowings on their line of credit of $2.2 million at a short-term interest rate
of 9%.

         The  provision  for income  taxes  represented  approximately  39.7% of
earnings  before  taxes for the first three months of 1999 and 39.5% of earnings
before taxes and the effect of the nondeductible element of the unusual item for
the first three months of 2000.
<PAGE>
Liquidity-Capital Resources

         For the  three-month  period  ended  March  31,  2000,  our  operations
consumed  $65  million  in cash.  The use of  funds  resulted  from an  increase
inventories  and a decrease  in  accounts  payable.  These uses were offset by a
decrease in accounts  receivables.  The increase in  inventories  resulted  from
increased purchases  necessitated by the increase in direct store delivery sales
and the continued  stocking of our new  facilities in Kansas City,  Missouri and
Denver,  Colorado.  The decrease in accounts payable is attributed to the timing
of payments of invoices  related to  inventory  purchases  while the decrease in
accounts receivables resulted from the timing of brokerage sales. We continue to
closely  monitor  working  capital  in  relation  to  economic  and  competitive
conditions.  However,  our  emphasis  on direct  store  delivery  business  will
continue to require both net working capital and cash.

         On March 27, 2000,  the Company  disclosed in its Form 10-K filing that
it was a  potential  defendant  in an  ongoing  grand jury  investigation  being
conducted by the U. S.  Attorney's  Office in Las Vegas,  NV. Then, on April 24,
2000, the Company  announced in its first quarter 2000 earnings  release that it
had entered into an agreement for the purpose of settling the subject  matter of
the government's investigation,  subject to court approval, which is expected to
take place by the end of June 2000.  Full  details of the  tentative  settlement
cannot be disclosed prior to court approval.

         Under the tentative  settlement,  the Company has agreed to a one count
plea in which the Company  accepts the  responsibility  for the unlawful acts of
two of its former employees based in San Dimas, CA and to pay a lump sum fine in
the  amount  of $25  million  at the  time  of  court  approval.  The  tentative
settlement  satisfies all  government  claims  arising from the conduct that was
disclosed  in  the  March  27  SEC  filing  and  there  are  no  other   claims.
Additionally, there is no probation associated with the settlement.

         In  conformance  with generally  accepted  accounting  principles,  the
Company booked the amount of the settlement plus the estimated fees and expenses
associated  with its internal  investigation  and recorded an unusual  charge of
$26.3 million ($25.8 million net of tax) for the March 31, 2000 quarter.

         Capital expenditures were $3.7 million during the first three months of
2000.  These were  predominantly  for  distribution  centers,  the expansion and
automation  of existing  distribution  centers and the  investment in additional
management information systems.

     Under our receivables securitization facility, we sell substantially all of
our receivables arising in connection with the sale of goods or the rendering of
services to Bindley  Western Funding  Corporation  ("Funding  Corp."),  a wholly
owned  special  purpose  corporation  subsidiary.  The  receivables  are sold to
Funding Corp. on a continuous basis. The cash generated by sales of interests in
the  receivables  and from  collections on the  receivables  retained is used by
Funding Corp. to purchase  additional  receivables.  The assets of Funding Corp.
are available first to satisfy any claims of Funding Corp. creditors.

         Funding Corp.  sells our  receivables at specified  discount rates to a
group of banks.  At March 31,  2000,  there  were $350  million  of  receivables
interests  outstanding that have been sold at an annual average discount rate of
6.0%. We account for the receivables facility as a financing  transaction in our
consolidated financial statements.

         Our bank credit  facility  allows us to borrow up to $150 million.  The
net  increase  in  borrowings  under our bank credit  agreement  was $85 million
during the three-month period.

         We believe that our cash on hand, cash equivalents,  line of credit and
working  capital  management  efforts are  sufficient to meet our future working
capital requirements.

         Our  principal  working  capital  needs are for  inventory and accounts
receivables.  We sell  inventory to our chain  warehouse and other  customers on
various  payment terms.  This requires  significant  working  capital to finance
inventory purchases and entails accounts  receivables  exposure in the event any
of our  chain  warehouse  or other  significant  customers  encounter  financial
difficulties.  Although  we monitor  closely the  creditworthiness  of our major
customers and, when feasible,  obtain security  interests in the inventory sold,
we cannot assure you that we will not incur the write off or write down of chain
warehouse customer or other significant accounts receivables in the future.
<PAGE>
Forward-Looking Statements

         We make  forward-looking  statements in this report which represent our
expectations   or  beliefs  about  future  events  and  financial   performance.
Forward-looking   statements   are  subject  to  known  and  unknown  risks  and
uncertainties, including:

     o  changes in interest rates;
     o  competitive pressures;
     o  changes in customer mix;
     o  financial  stability of major  customers and key suppliers;
     o  investment procurement opportunities;
     o  asserted and unasserted claims; and
     o  changes in governmental regulations or the interpretation and
        enforcement of these regulations;

         In  light  of  these  risks,   uncertainties   and   assumptions,   the
forward-looking  events  discussed in this report might not occur.  In addition,
actual   results   could  differ   materially   from  those   suggested  by  the
forward-looking statements, and therefore you should not place undue reliance on
the forward-looking statements. We undertake no obligation to publicly update or
revise any forward-looking  statements,  whether as a result of new information,
future events or otherwise.



Item 3.      Qualitative and Quantitative Disclosures About Market Risks

There have been no material  changes in our market risk  exposure from the risks
described  in our  Annual  Report on Form 10-K for the year ended  December  31,
1999.


<PAGE>



                           PART II - OTHER INFORMATION


Item 1.                    Legal Proceedings

          The  information  set  forth in Note 2 to the  Notes  to  Consolidated
Financial  Statements set forth elsewhere in this Report is incorporated  herein
by reference.



<PAGE>



Item 6.                    Exhibits and Reports on Form 8-K


                           (a)      Exhibits

                                    27. Selected Financial Data Schedule

                           (b)      Reports on Form 8-K

                                    None


<PAGE>


                                    SIGNATURE


                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


May 15, 2000                               BINDLEY WESTERN INDUSTRIES, INC.



                                           BY  /s/ Thomas J. Salentine
                                                   Thomas J. Salentine
                                                   Executive Vice President
                                                  (Principal Financial Officer)




<TABLE> <S> <C>


<ARTICLE>                     5

<MULTIPLIER>                  1000


<S>                             <C>
<PERIOD-TYPE>                                  3-mos
<FISCAL-YEAR-END>                              dec-31-2000
<PERIOD-START>                                 jan-01-2000
<PERIOD-END>                                   mar-31-2000

<CASH>                                         58,154
<SECURITIES>                                   0
<RECEIVABLES>                                  705,637
<ALLOWANCES>                                   9,547
<INVENTORY>                                    874,982
<CURRENT-ASSETS>                               1,662,343
<PP&E>                                         128,240
<DEPRECIATION>                                 30,608
<TOTAL-ASSETS>                                 1,778,495
<CURRENT-LIABILITIES>                          1,373,776
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       3,418
<OTHER-SE>                                     358,028
<TOTAL-LIABILITY-AND-EQUITY>                   1,778,495
<SALES>                                        2,478,110
<TOTAL-REVENUES>                               2,478,653
<CGS>                                          2,412,279
<TOTAL-COSTS>                                  2,484,988
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               767
<INTEREST-EXPENSE>                             8,302
<INCOME-PRETAX>                                (6,335)
<INCOME-TAX>                                   7,372
<INCOME-CONTINUING>                            (13,707)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (13,707)
<EPS-BASIC>                                    (.40)
<EPS-DILUTED>                                  (.40)



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