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) July 6, 1999
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Owens & Minor, Inc.
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(Exact name of registrant as specified in its charter)
Virginia 1-9810 54-1701843
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4800 Cox Road, Glen Allen, Virginia 23060
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 747-9794
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Item 5. Other Events.
On July 6, 1999, Owens & Minor, Inc. (the "Company") issued a press release
attached as Exhibit 99.1 hereto, which is incorporated by reference herein,
reporting that the Company had entered into a definitive agreement to purchase
Medix, Inc.
On July 19, 1999, the Company issued a press release attached as Exhibit 99.2
hereto, which is incorporated by reference herein, reporting the election of
Peter S. Redding and John T. Crotty to the Company's board of directors.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release issued by the Company on July 6, 1999.
99.2 Press Release issued by the Company on July 19, 1999.
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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.
OWENS & MINOR, INC.
(Registrant)
Date: July 19, 1999 By: \s\Drew St.J. Carneal
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Name: Drew St. J. Carneal
Title: Senior Vice President and
General Counsel
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Exhibits Index
Exhibit No.
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99.1 Press Release issued by the Company on July 6, 1999.
99.2 Press Release issued by the Company on July 19, 1999.
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Exhibit 99.1
FOR IMMEDIATE RELEASE CONTACT:
Hugh F. Gouldthorpe, Jr.
July 6, 1999 Vice President,
Quality & Communications
(804) 965-2922
OR
Richard F. Bozard
Vice President, Treasurer
Acting Chief Financial Officer
(804) 965-2921
Owens & Minor Announces Acquisition of Medix, Inc.
Richmond, Va....Owens & Minor (NYSE-OMI) announced today it has entered into a
definitive agreement to purchase Medix, Inc., headquartered in Waunakee,
Wisconsin, in an all cash transaction. Further details of the transaction were
not disclosed.
Medix, Inc. is a distributor of medical/surgical supplies serving acute care
hospitals, long-term care facilities and clinics from its 10 distribution
centers located in Minnesota, Michigan, Wisconsin, Illinois, Missouri, Kansas
and Oklahoma. The company, which was founded 35 years ago, had sales of
approximately $180 million for its latest financial year ended October 2, 1998.
Medix, Inc. serves a number of major accounts throughout the Midwest. The
company employs approximately 200 people.
"The acquisition will give Owens & Minor a great opportunity to improve our
market share in the Midwest," said Craig R. Smith, president and chief operating
officer of Owens & Minor. "It fits our goal of focusing on the things we do
best. We expect to realize operating synergies and productivity gains from
combining the businesses. We will use our industry leading technology and
operational excellence to help make an excellent company even better. We look
forward to welcoming our new teammates to Owens & Minor."
J.P. Richards, President of Medix, Inc., said, "We believe the fit is
outstanding for our customers and employees. We share the philosophy of treating
people with respect and integrity. Each company has a traditional work ethic
that resonates throughout both organizations. Owens & Minor has a sterling
reputation in our industry and we look forward to this new venture."
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G. Gilmer Minor, III, chairman and chief executive officer of Owens & Minor,
said, "What I am most excited about is the merging of two companies with such
outstanding reputations for service and quality in the marketplace. The two
principals at Medix, Inc., J. P. Richards and Kendall Richards, are both young
veterans in the business and will add depth to our management team.
"This also is consistent with our current strategy of making accretive
acquisitions and sticking to our knitting in order to make stronger the things
we do best in distribution and supply chain management," said Minor. "It feels
good to be on the move again."
The transaction is expected to close on July 30 and is subject to regulatory
approval.
Owens & Minor, Inc., a Fortune 500 company headquartered in Richmond, Va., is
the nation's largest distributor of national name-brand 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 offers CostTrack Supply
Chain Management (SCM)-its industry-leading, activity-based management program.
With CostTrack SCM, Owens & Minor identifies and tracks the cost-drivers in
customers' distribution activities and provides the products and services in
logistics, information management, asset management and product mix management
to help these customers cut costs, drive workflow efficiencies and raise
employee productivity.
Except for the historical information contained herein, the matters discussed in
this press release may constitute forward-looking statements that involve risks
and uncertainties that could cause actual results to differ materially from
those projected. These include the rate at which new business, including the new
contracts noted above, can be converted to the company, intense competitive
pressures within the industry, the success of the strategic initiatives outlined
above and other factors discussed from time to time in the reports filed by the
company with the Securities and Exchange Commission. The company assumes no
obligation to update information contained in this release.
For fax copies of Owens & Minor's news releases, contact Company News On-Call at
(800) 758-5804, ext. 667125. For releases on the World Wide Web, visit
www.prnewswire.com (http://www.prnewswire.com).
Exhibit 99.2
FOR IMMEDIATE RELEASE CONTACT:
Hugh F. Gouldthorpe, Jr.
July 19, 1999 Vice President
Quality & Communications
(804) 965-2922
Peter S. Redding and John T. Crotty
Join Owens & Minor Board of Directors
Richmond, VA....Owens & Minor (NYSE-OMI) announced today that its board of
directors has elected John T. Crotty of Lake Bluff, Illinois, to fill a new seat
on the board. Earlier this year, Peter S. Redding of Kettering, Ohio, was also
elected to a vacant seat on the board.
Redding is president and chief executive officer of Standard Register, a
position he assumed in 1994 following more than 30 years of service in various
sales and management positions at the company.
"We are pleased to welcome Peter Redding to our board of directors," said G.
Gilmer Minor, III, chairman and chief executive officer of Owens & Minor. "Pete
leads a dynamic company that is very active in the healthcare industry. We are
fortunate to be able to add Pete with his vast expertise in sales and general
management to the Owens & Minor Board."
Crotty is the managing partner of CroBern Management Partnership (CMP), a
healthcare investment firm, and president and chief executive officer of
CroBern, Inc. (CroBern), a healthcare consulting and advisory firm. Prior to
co-founding CMP and CroBern, Crotty held several senior management positions
during 19 years with American Hospital Supply Corporation. He was corporate vice
president and president of an operating group, principal strategic and business
development officer, and a member of the executive and operating management
committees.
"John Crotty brings to Owens & Minor an exceptional depth of knowledge about the
healthcare industry," said Minor. "He has played a leadership role in many
mergers and acquisitions, and is a specialist in strategic planning and business
development. John's knowledge will serve Owens & Minor well as we move into the
next century."
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Redding, who is a native of Brooklyn, New York, is a B.A. graduate of the
University of Maryland. He also holds a Masters Degree in Decision Sciences from
Georgia State University. Crotty earned a Bachelor's Degree in economics from
Grinnell College and a Master's Degree from the University of Chicago's Graduate
School of Business.
Owens & Minor, Inc., a Fortune 500 company headquartered in Richmond, Va., is
the nation's largest distributor of national name brand 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 fax copies of Owens &
Minor's news releases, contact Company News On-Call at (800) 758-5804, ext.
667125. For releases on the World Wide Web, visit www.prnewswire.com, or for
more information about Owens & Minor, as well as news releases and virtual
warehouse tours, visit the company's Web site at www.owens-minor.com.
