PHARMERICA INC
8-K, 1998-07-24
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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                       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 24, 1998


                                PHARMERICA, INC.
             (Exact name of Registrant as specified in its charter)



   Delaware                        0-20606                    11-2310352
- ---------------              ------------------           ----------------
(State or other               (Commission File                (Employer
jurisdiction of                   Number)                   Identification
incorporation)                                                  Number)


                  3611 Queen Palm Drive, Tampa, Florida 33619
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (800) 237-7676
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                       N/A
- --------------------------------------------------------------------------------
                         (Former name or former address,
                          if changed since last report)
<PAGE>   2



ITEM 5. OTHER EVENTS.

         The Company is attaching a press release dated July 23, 1998, that may
be of importance to its stockholders, in which it announced estimated second
quarter results and discussed the related impact of fewer than anticipated
divestitures of non-strategic businesses and closings of planned acquisitions,
as well as its operating performance.




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<PAGE>   3



                                   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 thereunto duly authorized.


                                           PHARMERICA, INC.



                                           By: /s/ James D. Shelton
                                               ---------------------------------
                                               James D. Shelton
                                               Executive Vice President, Chief
                                               Financial Officer




Date:    July 24, 1998





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<PAGE>   4



                                  EXHIBIT INDEX

Exhibit No.
- -----------

   99.1    Press Release






                                        4


<PAGE>   1
                                                                    EXHIBIT 99.1


PHARMERICA ESTIMATES SECOND QUARTER RESULTS

     TAMPA, Fla.--July 23, 1998--PharMerica (Nasdaq: DOSE), one of the nation's
leading providers of pharmacy services, today said it expects to report earnings
for the second quarter of 1998 of approximately $0.12 per share, which is about
$0.03 better than pro forma results from last year's second quarter, before
PharMerica was created by the merger of Capstone Pharmacy Services and Pharmacy
Corporation of America.

     The results for the six-month period ending June 30, 1998, are estimated
to be $0.24 per share, compared to $0.17 per share on a pro forma basis for the
same period last year.

     C. Arnold Renschler, M.D., chairman, chief executive officer and president
of PharMerica, reported that while divestiture of nonstrategic businesses has
begun with the sale of PharMerica's department of corrections (DOC) business,
other nonstrategic businesses have not been divested. In order to realize
improved efficiencies of scale, PharMerica has shifted to larger acquisitions,
which inherently require more time to close, and planned acquisitions for the
second quarter did not close as anticipated.

     "We continue the implementation of our strategy and are focusing on
improving performance from field operations while removing redundancies
throughout the company at a faster pace," said Dr. Renschler.

     "We remain confident that our strategy to develop a continuum of care for
the chronically disabled will further sustain and enhance shareholder value
while best positioning PharMerica for the immediate and long-term future. We
will provide greater details regarding our operations and our remediation
strategy when we release second quarter earnings August 4."

     PharMerica is one of the nation's foremost providers of quality,
cost-effective pharmacy products and services to the long-term care, assisted
living, subacute and skilled nursing industries (servicing approximately 366,000
beds), as well as online pharmacy (serving approximately 165,000 patients), and
mail-service workers' compensation (serving approximately 82,000 patients),
including the catastrophically injured population.

     Headquartered in Tampa, Fla., PharMerica operates more than 160 pharmacy
facilities located in 37 states. The company was created by the combination of
Capstone Pharmacy Services and Pharmacy Corporation of America in December 1997.
For more information about PharMerica, please call 1-800-237-7676, ext. 6788, or
visit PharMerica's corporate site at www.pharmerica.com

     This release involves forward-looking statements with respect to
acquisition prospects, development of preferred provider relationships, and
other plans and expectations on the part of the company. The accuracy of these
statements involves a number of risks and uncertainties, including but not
limited to the availability of acquisition prospects and financing for such
prospects, changing economic and market conditions that would impact such
prospects or financing related thereto, changes in governmental reimbursement
regulations and laws that could impair or hinder the entering into of strategic
alliances of preferred provider agreements, as well as other risk factors
detailed in the company's Securities and Exchange Commission finding, to which
recipients of this release are referred for additional information concerning
the company and its prospects.


CONTACT:  PharMerica, Tampa
          Jim Shelton, 800/237-7676
                    or
          JohnstonWells, Denver
          Jeannette Moninger, 303/623-3366



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