SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______
FORM 11-K
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED).
For the fiscal year ended: December 31, 1993
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED).
For the transition period from: _________ to ________.
Commission File Number: 0-6430
A. Full title of the plan: Savings and Protection Plan For
Employees of Owens & Minor, Inc.
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
Owens & Minor, Inc.
4800 Cox Road
Glen Allen, VA 23060
Financial Statements, Schedules and Exhibits
Financial Statements Page #
Statements of Net Assets Available for Plan
Benefits at December 31, 1993 and 1992 5
Statements of Changes in Net Assets Available
for Plan Benefits for the years ended
December 31, 1993 and 1992 6
Notes to Financial Statements 7-12
Schedules
Schedule of Assets Held for Investment Purposes
at December 31, 1993 13
Schedule of Reportable Transactions for the
year ended December 31, 1993 14-15
Exhibits
Consent of Independent Auditors 19
Form 11-K
Exhibit Index
Exhibit # Description Page #
1 Consent of KPMG Peat Marwick 19
independent auditors
Independent Auditors' Report
The Board of Directors
Owens & Minor, Inc.:
We have audited the accompanying statements of net assets available for
plan benefits of the Savings and Protection Plan for Employees of Owens
& Minor, Inc. as of December 31, 1993 and 1992, and the related
statements of changes in net assets available for plan benefits for the
years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on
these 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 audit
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 plan
benefits of the Savings and Protection Plan for Employees of Owens &
Minor, Inc. as of December 31, 1993 and 1992 and the changes in net
assets available for the years then ended in conformity with generally
accepted accounting principles.
Our audits were made 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. The fund information in the statements of net
assets available for plan benefits and the statements of changes in net
assets available for plan benefits is presented for purposes of
additional analysis, rather than to present the net assets available
for plan benefits and changes in net assets available for plan benefits
of each fund. The supplemental schedules and fund information 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.
KPMG Peat Marwick
June 14, 1994
<TABLE>
SAVINGS AND PROTECTION PLAN FOR EMPLOYEES OF OWENS & MINOR, INC.
Statements of Net Assets Available for Plan Benefits (with Fund Information)
December 31, 1993 and 1992
<S> <C> <C> <C> <C> <C>
<C> <C>
1993
Owens &
Minor, Inc.
Insurance common
contracts stock Mutual Balanced Bond
Loan
fund fund fund fund fund
fund Total
Assets:
Investments, at fair value:
Insurance contracts (note 3) $4,543,811 - - - -
- $4,543,811
Owens & Minor, Inc. common stock (cost of
$738,348 in 1993 and $427,867 in 1992)
(notes 3 and 6) - 1,407,807 - - -
- 1,407,807
Mutual fund (cost of $5,315,727 in 1993 and
$3,376,012 in 1992) (note 3) - - 5,901,036 -
- 5,901,036
Collective trust funds (cost of $2,863,185 in 1993
and $1,514,852 in 1992) (note 3) 2,555,109 - - 370,108 147,341
- 3,072,558
Cash equivalents (cost approximates fair
value) 269,719 33,321 152,335 7,181 5,765
- 468,321
Total investments 7,368,639 1,441,128 6,053,371 377,289 153,106
- 15,393,533
Cash - - - 24,435 4,770
7,335 36,540
Receivables:
Loans - - - - -
631,619 631,619
Contributions - - - - -
- -
Dividends and interest 691 35 175 22 17
- 940
Receivable from (payable to) other funds 461,012 (35,415) (300,163) (124,118) (10,651)
9,355 -
Total receivables 461,703 (35,380) (299,988) (124,096) (10,634)
640,954 632,559
Total assets 7,830,342 1,405,748 5,753,383 277,628 147,242
648,289 16,062,632
Liabilities - administrative expenses payable 15,761 2,344 9,652 460 213
- 28,430
Net assets available for plan benefits (note 8) $7,814,581 1,403,404 5,743,731 277,168 147,029
648,289 16,034,202
Net assets due to participants (note 8) 31,417 1,485 29,516 119 -
- 62,537
Net assets available for future plan benefits 7,783,164 1,401,919 5,714,215 277,049 147,029
648,289 15,971,665
Net assets available for plan benefits $7,814,581 1,403,404 5,743,731 277,168 147,029
648,289 16,034,202
1992
Assets:
Investments, at fair value:
Insurance contracts (note 3) 4,684,875 - - - -
225,326 4,910,201
Owens & Minor, Inc common stock
(cost of
$738,348 in 1993 and $427,867 in 1992)
(notes 3 and 6) - 654,458 - - -
- 654,458
Mutual fund (cost of $5,315,727 in 1993 and
$3,376,012 in 1992) (note 3) - - 3,523,312 - -
- 3,523,312
Collective trust funds (cost of $2,863,185 in 1993
and $1,514,852 in 1992) (note 3) 1,613,061 - - - -
- 1,613,061
Cash equivalents (cost approximates fair
value) 13,723 1,838 320 - -
308,930 324,811
Total investments 6,311,659 656,296 3,523,632 - -
534,256 11,025,843
Cash - - - - -
- -
Receivables:
Loans - - - - -
466,808 466,808
Contributions 118,019 14,408 70,076 - -
- 202,503
Dividends and interest 29 - 111,504 - -
867 112,400
Receivable from (payable to) other funds (60,392) 59,685 20,165 - -
(19,458) -
Total receivables 57,656 74,093 201,745 - -
448,217 781,711
Total assets 6,369,315 730,389 3,725,377 - -
982,473 11,807,554
Liabilities - administrative expenses payable 8,975 938 5,187 - -
1,962 17,062
Net assets available for plan benefits (note 8) 6,360,340 729,451 3,720,190 - -
980,511 11,790,492
Net assets due to participants (note 8) 97,570 1,401 16,576 - -
5,059 120,606
Net assets available for future plan benefits 6,262,770 728,050 3,703,614 - -
975,452 11,669,886
Net assets available for plan benefits 6,360,340 729,451 3,720,190 - -
980,511 11,790,492
</TABLE>
See accompanying notes to financial statements.
<TABLE>
SAVINGS AND PROTECTION PLAN FOR EMPLOYEES OF OWENS & MINOR, INC.
Statements of Changes in Net Assets Available for Plan Benefits (with Fund Information)
Years ended December 31, 1993 and 1992
<S> <C> <C> <C> <C> <C> <C> <C>
1993
Owens &
Insurance Minor,Inc
common
contracts stock Mutual Balanced Bond Loan
fund fund fund fund fund fund Total
Additions to net assets attributed to
Investment income:
Interest and dividends $ 347,991 12,179 409,664 18,047 2,586 64,814 855,281
Net appreciation (depreciation) in fair
value of investments (note 4) 144,564 442,868 440,275 (10,750) (1,608) (27,478) 987,871
Total investment income 492,555 455,047 849,939 7,297 978 37,336 1,843,152
Contributions:
Employer 195,370 23,173 126,918 10,719 4,368 - 360,548
Participants 1,160,882 205,045 1,085,332 91,204 31,065 - 2,573,528
Total contributions 1,356,252 228,218 1,212,250 101,923 35,433 - 2,934,076
Transfer of assets to plan (note 9) 53,656 30,065 55,340 44,614 40,510 - 224,185
Total additions 1,902,463 713,330 2,117,529 153,834 76,921 37,336 5,001,413
Deductions from net assets attributed to
Distributions to participants (note 8) 330,362 61,834 239,647 1,338 1,360 5,059 639,600
Administrative expenses 68,977 7,147 41,215 534 230 - 118,103
Transfer of assets to purchaser's
plan (note 9) - - - - - - -
Total deductions 399,339 68,981 280,862 1,872 1,590 5,059 757,703
Interfund transfers (note 7) (48,883) 29,604 186,874 125,206 71,698 (364,499) -
Net increase (decrease) 1,454,241 673,953 2,023,541 277,168 147,029 (332,222) 4,243,710
Net assets available for plan benefits:
Beginning of year 6,360,340 729,451 3,720,190 - - 980,511 11,790,492
End of year $ 7,814,581 1,403,404 5,743,731 277,168 147,029 648,289 16,034,202
1992
Additions to net assets attributed for
Investment income:
Interest and dividends $ 367,015 6,084 597,902 - - 157,297 1,128,298
Net appreciation (depreciation) in fair
value of investments (note 4) 91,281 79,435 (241,860) - - - (71,144)
Total investment income 458,296 85,519 356,042 - - 157,297 1,057,154
Contributions:
Employer 130,850 32,175 90,779 - - - 253,804
Participants 1,100,361 327,382 869,517 - - - 2,297,260
Total contributions 1,231,211 359,557 960,296 - - - 2,551,064
Transfer of assets to plan (note 9) - - - - - - -
Total additions 1,689,507 445,076 1,316,338 - - 157,297 3,608,218
Deductions from net assets attributed for
Distributions to participants (note 8) 540,285 17,315 107,689 - - 46,615 711,904
Administrative expenses 25,393 2,285 13,553 - - 3,122 44,353
Transfer of assets to purchaser's
plan (note 9) 878,977 61,084 158,460 - - 36,666 1,135,187
Total deductions 1,444,655 80,684 279,702 - - 86,403 1,891,444
Interfund transfers (note 7) - - - - - - -
Net increase (decrease) 244,852 364,392 1,036,636 - - 70,894 1,716,774
Net assets available for plan benefits:
Beginning of year 6,115,488 365,059 2,683,554 - - 909,617 10,073,718
End of year $ 6,360,340 729,451 3,720,190 - - 980,511 11,790,492
</TABLE>
See accompanying notes to financial statements.
Savings and Protection Plan for Employees
Of Owens & Minor, Inc.
Notes to Financial Statements
December 31, 1993 and 1992
(1) Summary of Significant Accounting Policies
The following are the significant accounting policies followed by the
Savings and Protection Plan for Employees of Owens & Minor, Inc. (the
Plan).
(a) Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting. Accordingly, contributions to the Plan and
interest and dividend income are recognized as earned: plan benefit
distributions and withdrawals and administrative expenses are
recognized when incurred; and realized gains and losses and unrealized
appreciation and depreciation of investments are recognized as they
occur.
(b) Investments
Investments are stated at current fair value as determined by the
Plan's trustee (generally based upon quoted market prices). Insurance
contracts are valued at cost, plus accumulated interest, which
generally approximates their fair value. Purchases and sales are
recorded on a trade-date basis. Cost of investments sold is determined
on the average cost method.
(c) Administrative Expenses
Administrative expenses are paid by the Plan.
(d) Reclassification of 1992 Amounts
Certain amounts for 1992 have been reclassified to conform to the 1993
presentation.
(2) Summary of Significant Provisions of the Plan
The following brief description of the Plan is provided for general
information purposes only. Participants should refer to the Plan
agreement for more complete information.
(a) General
The Plan is a defined contribution plan. It is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA). The assets of the Plan are held in trust under an agreement
with Norwest Bank Minnesota, N.A. (the Trustee).
(b) Eligibility and Contributions
The Plan is available to substantially all employees of Owens & Minor,
Inc. (the Employer) who have completed six months of service and have
attained age 18.
Participants may contribute up to fifteen percent of their compensation
with the Employer matching 30% of the first five percent of
compensation that a participant contributes to the plan. The Employer
matches each employee's contribution up to one percent of the
participant's compensation. The Employer may increase or decrease its
contribution by providing notice of the change to the participants not
later than ninety days prior to the beginning of the Plan year in which
the change will take effect. Total cumulative employee contributions
amounted to $13,507,209 and $10,933,681 at December 31, 1993 and 1992,
respectively.
(c) Participant Accounts
Each participant's account is credited with the participant's
contribution, the Employer's contribution, and an allocation of Plan
earnings. Allocations are based on account balances as defined by the
Plan. Forfeited balances of terminated participants' nonvested
accounts are used to reduce future Company contributions. The benefit
to which a participant is entitled is the benefit that can be provided
from the participant's vested account.
(d) Investment Options
Participants in the Plan have several investment options available to
them with respect to how their participant and employer contributions
are invested. Participants can elect to have contributions allocated
in 10% increments in the following investments: insurance contracts;
Owens & Minor, Inc. common stock; mutual fund; balanced fund and bond
fund.
(e) Vesting and Withdrawals
Participants are immediately vested in their voluntary contributions
plus actual earnings thereon. Employer contributions
and the earnings on those contributions are fully vested after five
years of service.
On termination of service due to death, disability or retirement, a
participant may elect to receive either a lump-sum amount equal to the
value of his or her vested account or payment in annual installments
not to extend past the lives or life expectancies of the participant
and spouse as determined in accordance with IRS Section 401(a)(9)(A).
Additionally, in the case of hardship, a participant may apply for a
distribution as described in the Plan agreement.
(f) Participant Loans
Participants may borrow from their vested interest in the Plan as
follows:
Vested Balance Loan Limit
$0 to $99,999 50% of account balance
$100,000 or more $50,000
No loan can be made for more than fifty percent of a participant's
vested balance. A loan may not exceed five years unless the proceeds
are used exclusively to purchase a principal residence. The interest
rate charged is comparable to that charged by third parties for similar
loans.
(3) Investments Representing 5% or More of Net Assets Available for
Plan Benefits
The following investments owned at December 31, 1993 and 1992,
represented 5% or more of net assets available for plan benefits as of
that date:
1993
Number of
units/face Fair
Description amount Cost value
Insurance
contracts -
Hartford Life
Insurance
Administration
Fund GIC $4,543,811 4,543,811 4,543,811
Mutual fund -
Fidelity
Magellan Fund,
Inc. 83,289 5,315,727 5,901,036
Collective
trust funds -
NationsBank
Pooled GIC 165,969 2,333,378 2,555,109
Common stock -
Owens & Minor,
Inc. 61,209 738,348 1,407,807
1992
Description
Number of
units/face amount Cost Fair Value
Insurance
contracts-
Hartford Life
Insurance
Administration
Fund GIC $4,209,220 4,209,220 4,209,220
Mutual Fund-
Fidelity Magellan
Fund, Inc. 55,917 3,376,012 3,523,312
Collective trust
funds-NationsBank
Pooled GIC 111,241 1,514,852 1,613,061
(4) Net Appreciation (Depreciation) in Fair Value of Investments
During 1993 and 1992, the Plan's investments (including investments
bought, sold, as well as held during these years) appreciated
(depreciated) in value $987,871 and $(71,144), respectively, as
follows:
1993 1992
Owens & Minor,
Inc. common stock $442,868 79,435
Mutual Fund 440,275 (241,860)
Collective trust
funds 132,206 91,281
Insurance contracts (27,478) -
$987,871 (71,144)
(5) Federal Income Taxes
The Internal Revenue Service has ruled that the Plan is a qualified
trust under Sections 401(a) and 401(k) of the Internal Revenue Code
and is exempt from taxation under the provisions of Section 501(a).
Once qualified, the Plan is required to operate in conformity with the
Internal Revenue Code to maintain its qualified status. Since receipt
of the latest determination letter dated October 24, 1986, the Plan
has been amended to comply with the Tax Reform Act of 1986 and
subsequent legislation, and the plan sponser filed a determination
letter request with the IRS in June 1994 pursuant to IRS Revenue
Procedure 93-39. The plan administrator is not aware of any
course of action or series of events that have occurred which might
adversely affect the Plan's qualified status.
Under present Federal income tax laws and regulations, participants
will not be taxed on Employer contributions allocated to their
accounts or on investment earnings on such contributions or investment
earnings on their own contributions at the time such contributions
and investment earnings are received by the trustee under the plan;
but they may be subject to tax thereon at such time as they receive
actual distributions from the Plan. Under normal circumstances, the
Plan will not be taxed on its dividend and interest income or any
capital gains realized by it or any unrealized appreciation on
investments.
(6) Party-in-interest Transaction
The Plan owns 61,209 shares of Owens & Minor, Inc. common stock as of
December 31, 1993. The stock has a cost basis of $738,348 and a fair
value of $1,407,807 at December 31, 1993. During 1993, 16,839 shares
of Owens & Minor, Inc. common stock were purchased at a total cost of
$310,481 and 14,790 shares of Owens & Minor, Inc. common stock were
received in the 3 for 2 stock split; no shares were sold during 1993.
(7) Interfund Transfers
Under the provisions of the Plan, a participant may elect to have the
value of his or her participant accounts attributable to a particular
investment fund liquidated and transferred to any of the other
available investment funds in 10% increments four times a year.
(8) Reconciliation to Department of Labor (DOL) Form 5500
Balance per 1993
DOL Form 5500 Balance per
accompanying
financial
statements Difference
Line 31(k)-total
liabilities $90,967 28,430 62,537
Line 31(l)-net
assets available
for plan benefits 15,971,665 16,034,202 (62,537)
Line 32(e)(1)-
benefit payments
to participants $581,531 639,600 (58,069)
The above differences are due to the DOL Form 5500 including the
current benefits payable as a liability of the plan and a current year
expense, as opposed to as a component of net assets available for plan
benefits as required for financial statement purposes.
(9) Other Matters
In May 1993, the employer acquired Lyons Physician Supply
Company(Lyons). In connection with the acquisition of Lyons, $224,185
was transferred to the Plan in 1993 from Lyons' defined contribution
plan.
In February 1992, Owens & Minor, Inc. sold substantially all the
assets of its wholesale drug division. In connection with this sale,
the outstanding account balance of affected employees in the amount of
$1,135,187 was transferred to the purchaser's plan. No significant
gains or losses to the Plan resulted from this transaction.
Schedule 1
SAVINGS AND PROTECTION PLAN FOR EMPLOYEES
OF OWENS & MINOR, INC.
Schedule of Assets Held for Investment Purposes
December 31, 1993
Face
amount/
number
of shares Market
or units Cost value
Insurance contracts:
Hartford Life Insurance
Administration
Fund GIC 4,543,811 $4,543,811 4,543,811
Corporate common stock - Owens &
Minor, Inc. * 61,209 738,348 1,407,807
Mutual fund - Fidelity
Magellan Fund, Inc. 83,289 5,315,727 5,901,036
Collective trust funds:
NationsBank Pooled GIC 165,969 2,333,378 2,555,109
Fidelity Balanced Fund 27,641 380,858 370,108
Fidelity Commonwealth
Bond Fund 13,668 148,949 147,341
Cash equivalents - Norwest Short-Term
Investment Fund 468,321 468,321 468,321
$13,929,392 15,393,533
* Party-in-interest
See Accompanying independent auditors' report.
Schedule 2
SAVINGS AND PROTECTION PLAN FOR EMPLOYEES OF
OWENS & MINOR, INC.
Schedule of Reportable Transactions
Year ended December 31, 1993
ASSETS ACQUIRED
<TABLE>
<C> <C> <C> <C> <C> <C> <C>
Party-in
Number Cost Proceeds Net gain interest
Transactions of units Description (note 1) (note 2) or (loss) transactions
Regulation 2520.103-6(c)(1)(i)
N/A
Regulation 2520.103-6(c)(1)(ii)
N/A
Regulation 2520.103-6(c)(1)(iii)
114 6,367,396 Norwest Short-Term Investment Fund 6,367,396 - -
16 26,783 Fidelity Magellan Fund, Inc. 1,898,014 - -
9 33,584 NationsBank Pooled GIC 489,697 - -
Regulation 2520.103-6(c)(1)(iv)
</TABLE>
(continued)
N/A
Schedule 2, Cont.
SAVINGS AND PROTECTION PLAN FOR EMPLOYEES OF
OWENS & MINOR, INC.
Schedule of Reportable Transactions, Continued
ASSETS DISPOSED OF
<TABLE>
<C> <C> <C> <C> <C> <C> <C>
Party-in
Number Cost Proceeds Net gain interest
Transactions of units Description (note 1) (note 2) or (loss) transactions
Regulation 2520.103-6(c)(1)(i)
1 609,367 Norwest Short-Term Investment Fund 609,367 609,367 -
Regulation 2520.103-6(c)(1)(ii)
N/A
Regulation 2520.103-6(c)(1)(iii)
114 5,912,399 Norwest Short-Term Investment Fund 5,912,399 5,912,399 -
1 21,973 Fidelity Magellan Fund, Inc. 308,958 330,000 1,042
2 203 NationsBank Pooled GIC 12,746 15,012 2,266
Regulation 2520.103-6(c)(1)(iv)
N/A
Notes:
(1) Cost equaled current value at the dates the assets were acquired.
(2) Proceeds equaled current value at the date the assets were disposed.
(3) No specific expenses were incurred by the Plan in acquiring or disposing of assets.
See accompanying independent auditors' report.
</TABLE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the Pension and Benefits Committee has
duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
Savings and Protection Plan for
Employees of Owens & Minor, Inc.
Date June 29, 1994 /s/ Michael L. Roane
Michael L. Roane
Chairman of the Pension and
Benefits Committee
Exhibit 1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Owens & Minor, Inc.:
We consent to incorporation by reference in the Registration
Statement (No. 2-85228) on Form S-8 of Owens & Minor, Inc. of
our report dated June 14, 1994 relating to the statements of
net assets available for plan benefits of the Savings and
Protection Plan for Employees of Owens & Minor, Inc. as of
December 31, 1993 and 1992, the related statements of changes
in net assets available for plan benefits for the years then
ended and supplemental schedules, which report is included in
this annual report on Form 11-K.
KPMG Peat Marwick
Richmond, Virginia
June 29, 1994
