SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
May 13, 1998
Owens & Minor, Inc.
(Exact Name of Registrant as Specified in Charter)
Virginia 1-9810 54-1701843
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
4800 Cox Road, Glen Allen, Virginia 23060
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(804) 747-9794
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
On May 27, 1998, the Company issued a press release attached as
Exhibit 99.1 hereto, which is incorporated by reference herein, announcing that
Columbia/HCA informed the Company that it will cancel its medical/surgical
supply distribution contract with the Company.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits.
99.1 Press Release issued by the Company on May 27, 1998.
99.2 Press Release issued by the Company on May 13, 1998.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On May 13, 1998, Owens & Minor Trust I, a Delaware business trust the
common securities of which are wholly owned by the Company, sold $120,000,000
aggregate amount of $2.6875 term convertible securities, Series A ("TECONS") in
a private placement pursuant to Rule 144A and Regulation S under the Securities
Act of 1933, as amended. J.P. Morgan Securities Inc., Donaldson, Lufkin &
Jenrette Securities Corporation and Merrill Lynch & Co. acted as initial
purchasers (the "Initial Purchasers") in the private placement. On May 19, 1998,
the Initial Purchasers purchased an additional $12,000,000 aggregate amount of
TECONS pursuant to an over-allotment option. The Initial Purchasers were paid
$3,630,000 (or $1.375 per TECONS) by the Company as compensation for their
services. Each TECONS is convertible at any time prior to the close of business
on April 30, 2013 into (or in the case of TECONS called for redemption, prior to
the close of business on the business day prior to the redemption date), at the
option of the holder, into shares of common stock, par value $2.00 per share, of
the Company (the "Common Stock") at the rate of 2.4242 shares of Common Stock
for each TECONS, subject to adjustment in certain circumstances.
The Company's press release issued in connection with the completion
of the TECONS offering is attached as Exhibit 99.2 hereto and incorporated by
reference herein.
<PAGE>
SIGNATURES
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 hereunto duly authorized.
Date: 5/27/98 OWENS & MINOR, INC.
By:\s\Drew St.J. Carneal
---------------------
Drew St.J. Carneal
Senior Vice President
and General Counsel
<PAGE>
Exhibits Index
Exhibit No. Page
- ----------- ----
(99.1) Press Release issued by the Company on
May 27, 1998 5
(99.2) Press Release issued by the Company on
May 13, 1998 7
Exhibit 99.1
FOR IMMEDIATE RELEASE
May 27, 1998
CONTACT:
Ann Greer Rector
Senior Vice President
Chief Financial Officer
(804)527-5651
Owens & Minor Announces
Columbia/HCA Contract Cancellation
Richmond, Va....Owens & Minor (NYSE-OMI) announced today that Columbia/HCA has
informed the company that it is canceling its medical/surgical supply
distribution contract.
Owens & Minor's annual sales volume with Columbia/HCA is approximately $360
million or about 11 percent of Owens & Minor's annual sales volume. However, its
contribution as a percent of profits is lower than that percentage.
"While Columbia/HCA's decision is very surprising and disappointing to us, we
are confident in our company's distinct competitive advantages in supply chain
management and our ability to grow profitably," said G. Gilmer Minor, III,
chairman, president & CEO, Owens & Minor. "We are analyzing the potential impact
of Columbia/HCA's decision on us, and we will work aggressively to replace the
business and/or to reduce operating costs accordingly."
Minor added, "We expect that our company will feel the greatest impact from
Columbia/HCA's decision in 1999 rather than this year."
The existing contract between Owens & Minor and Columbia/HCA calls for each
organization to have a 90-day cancellation clause without cause. It has yet to
be determined whether either company will invoke that provision. Owens & Minor's
normal contract with Columbia/HCA runs through May 1999.
Owens & Minor, Inc., a Fortune 500 company headquartered in Richmond, Va., is
the nation's largest distributor of national branded medical/surgical supplies.
The company's distribution centers throughout the United States serve hospitals,
integrated healthcare systems and group purchasing organizations. In addition to
its diverse product offering, Owens & Minor helps customers control healthcare
costs and improve inventory management through innovative services in supply
chain management, logistics and technology. For copies of Owens & Minor's news
releases, contact Company News On-Call at (800) 758-5804, ext. 667125, for
fax-on-demand, or access www.prnewswire.com on the World Wide Web. For more
information about Owens & Minor, as well as news releases, visit the company's
Web site at www.owens-minor.com.
Exhibit 99.2
FOR IMMEDIATE RELEASE
May 13, 1998
CONTACT:
Ann Greer Rector
Senior Vice President
Chief Financial Officer
(804) 527-5651
Owens & Minor Closes Placement of
$120 Million Term Convertible Securities
Richmond, Va....Owens & Minor, Inc. (NYSE-OMI) announced today the completion of
a private placement of $120 million of 5.375% Term Convertible Securities,
Series A (TECONSsm), of Owens & Minor Trust I (O&M Trust), a Delaware business
trust created by Owens & Minor for the purpose of this transaction.
The TECONS are convertible into common shares of Owens & Minor at a rate of
2.4242 common shares for each TECONS. The conversion price of $20.625 per share
represents a 25 percent premium over the closing price of the common shares on
May 7, 1998. O&M Trust used the proceeds of the sale to purchase Junior
Subordinated Debentures of Owens & Minor due April 30, 2013. Owens & Minor is
using substantially all of the net proceeds of the sale to repurchase 1,150,000
shares of its Series B Preferred Stock. The balance of net proceeds will be used
to fund ongoing working capital requirements of the company.
The initial purchasers of the TECONS were J.P. Morgan Securities Inc.,
Donaldson, Lufkin & Jenrette Securities Corp. and Merrill Lynch, Pierce, Fenner
& Smith Inc. TECONS is a service mark of J.P. Morgan & Co.
The TECONS have not been registered under the Securities Act of 1933 and may not
be resold absent registration or an applicable exemption from registration. This
announcement is neither an offer to sell nor the solicitation of an offer to buy
the securities.
Owens & Minor, Inc., a Fortune 500 company headquartered in Richmond, Va., is
the nation's largest distributor of national branded medical/surgical supplies.
The company's distribution centers throughout the United States serve hospitals,
integrated healthcare systems and group purchasing organizations. In addition to
its diverse product offering, Owens & Minor helps customers control healthcare
costs and improve inventory management through innovative services in supply
chain management, logistics and technology. For copies of Owens & Minor's news
releases, contact Company News On-Call at (800) 758-5804, ext. 667125, for
fax-on-demand, or access www.prnewswire.com on the World Wide Web. For more
information about Owens & Minor, as well as news releases, visit the company's
Web site at www.owens-minor.com.
