SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Owens & Minor, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Virginia 54-1701843
(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER
IDENTIFICATION NO.)
4800 Cox Road, Glen Allen, Virginia 23060
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. |_|
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. |X|
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
___% Senior Subordinated Notes Due 2006 New York Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
(TITLE OF CLASS)
(TITLE OF CLASS)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's ___% Senior Subordinated Notes due
2006, contained under the caption "Description of the Notes" on pages 46 through
and including 71 of its Amendment No. 1 to Registration Statement on Form S-3
(File No. 333-01695) dated April 26, 1996 is incorporated herein by reference.
The description of the Registrant's ___% Senior Subordinated Notes due 2006
contained under the caption "Description of the Notes" included in the
Registrant's Prospectus to be filed with the Commission pursuant to Rule 424(b)
of the Securities Act of 1933 subsequent to the date hereof shall be deemed to
be incorporated herein by reference. The ____% Senior Subordinated Notes due
2006 will be guaranteed by substantially all of the subsidiaries of the
Registrant.
ITEM 2. EXHIBITS.
The following exhibits are filed as a part hereof:
I(a) - Amended and Restated Articles of Incorporation (filed as
Exhibit 3(a) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994, and incorporated herein
by reference)
I(b) - Amended and Restated Bylaws (filed as Exhibit 3(b) to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994, and incorporated herein by reference)
I(c) - Form of Indenture among the Registrant, the Guarantors (as
defined therein) and Crestar Bank, Trustee (filed as Exhibit
4.1 to the Registrant's Registration Statement on Form S-3
(File No. 333-01695), and incorporated herein by reference)
I(d) - Specimen certificate for ___% Senior Subordinated Notes due
2006 (filed as Exhibit 4.2 to the Registrant's Registration
Statement on Form S-3 (File No. 333-01695), and incorporated
herein by reference)
I(e) - Amended and Restated Rights Agreement dated as of May 10, 1994
between the Company and Wachovia Bank of North Carolina, N.A.,
Rights Agent (filed as Exhibit 4 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995, and
incorporated herein by reference)
I(f)- Credit Agreement dated as of April 29, 1994 among the
Registrant, as borrower, certain of the Registrant's
subsidiaries, as guarantors, NationsBank of North Carolina,
N.A., as Agent, Chemical Bank and Crestar Bank, as Co-Agents,
and the Banks identified therein ("Credit Agreement") (filed
as Exhibit 4(d) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994, and incorporated herein
by reference)
<PAGE>
I(g)- First Amendment to Credit Agreement dated February 28, 1995
(filed as Exhibit 4(e) to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994, and
incorporated herein by reference)
I(h)- Second Amendment to Credit Agreement dated October 20, 1995
(filed as Exhibit 4 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1995, and
incorporated herein by reference)
I(i)- Third Amendment to Credit Agreement dated March 1, 1996 (filed
as Exhibit 4(h) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995, and incorporated herein
by reference)
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<PAGE>
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
OWENS & MINOR, INC.
(Registrant)
By /s/ G. GILMER MINOR, III
G. Gilmer Minor, III
Chairman, President and
Chief Executive Officer
Dated: May 1, 1996
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