UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) August 10, 2000
-------------------
Park Pharmacy Corporation
-------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Colorado 000-15379 84-1029701
--------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10711 Preston Road, Suite 250, Dallas, Texas 75230
--------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (214) 692-9921
--------------
N/A
--------------------------------------------------------------------
(Former Name or Former Address, if Changes Since Last Report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 10, 2000, Park Pharmacy Corporation, a Colorado
corporation ("Park"), acquired certain infusion pharmacy assets from
subsidiaries of Amedisys, Inc., a publicly held Delaware corporation
("Parent"). The transaction was closed pursuant to that certain Bill
of Sale and Asset Purchase Agreement between Park Infusion Services,
LP, a Texas limited partnership ("Park Infusion"), as purchaser,
Amedisys Alternate-Site Infusion Therapy Services, Inc., a Louisiana
corporation, and PRN, Inc., a Texas corporation, as sellers
("Sellers"), and Parent, executed August 10, 2000, but effective
August 1, 2000. Park Infusion is a wholly owned subsidiary of Park
and was formed on July 27, 2000 to effect the acquisition.
In the transaction, Park Infusion acquired the ongoing operations of
three infusion pharmacies located in San Antonio, Texas; Dallas,
Texas; and St. Petersburg, Florida for cash consideration of
$1,750,000. The Sellers retained all cash and accounts receivable,
and Park Infusion acquired all inventory, furniture, fixtures,
equipment and other tangible and intangible assets. All employees
previously employed by the Sellers were hired by Park Infusion, and
the newly acquired pharmacies will continue to operate the infusion
pharmacy operations under the name Park Infusion Services.
The consideration paid by Park pursuant to the acquisition was
negotiated at arm's length between the parties on the basis of Park's
assessment of the value of the purchased assets following an
investigation of, and discussions with, Amedisys, Inc. and its
representatives concerning the purchased assets and their associated
business and prospects.
In addition, in connection with the acquisition, Park and its
operating subsidiaries, as co-borrowers, entered into a Loan
Agreement with Bank of Texas, NA, as lender (the "Credit Facility").
The Credit Facility, which replaced Park's existing $3,336,000
revolving credit and term loan facility, consists of a $1,500,000
revolving credit facility (the "Revolving Facility") for working
capital purposes, a $1,300,000 term loan facility (the "Term
Facility") to refinance existing indebtedness and a $5,000,000
acquisition line of credit (the "Acquisition Facility") for future
acquisitions. The Term Facility, all of which was borrowed on August
10, 2000 to repay amounts outstanding under its existing credit
facility, matures on August 10, 2004, and will be amortized in equal
monthly payments over four (4) years, commencing September 10, 2000.
The Revolving Facility matures on August 10, 2001, with interest
payable monthly and principal due at maturity. The Acquisition
Facility, which matures on August 10, 2001, permits Park to borrow
money in conjunction with acquisitions, subject to certain
conditions. Under the Acquisition Facility, borrowings for a given
acquisition under the line may revolve for a period of 180 days, at
which point such borrowings must be refinanced on a four (4) year,
fully amortizing term loan. The Credit Facility bears interest at a
rate equal to the prime interest rate as quoted in the Wall Street
Journal plus 50 basis points. Park may borrow additional amounts
under the Credit Facility subject to certain operating cash flow and
asset conditions. The Credit Facility may be prepaid at any time in
whole or in part without penalty.
The Credit Facility limits Park's ability to incur debt, to sell or
dispose of assets, to create or incur liens, to make additional
acquisitions, to pay dividends, to purchase or redeem its stock and
to merge or consolidate with any other person. In addition, the
Credit Facility requires that Park meet certain financial ratios and
tests, and provides the lender with the right, following an event of
default, to require the payment of all amounts outstanding under the
-2-
<PAGE>
facility, and to terminate all commitments thereunder. The Credit
Facility is secured by Park's and the other borrowers' respective
assets and a pledge of Park's stock in its operating subsidiaries.
Park Pharmacy Corporation, a holding company based in Dallas, Texas,
is engaged, through its subsidiaries, in retail, institutional,
infusion, wholesale and Internet pharmacy services. Through
Dougherty's Pharmacy in North Dallas and Raven's Pharmacy in Oak
Cliff, a Dallas suburb, Park offers traditional independent pharmacy
services, including prescriptions, over-the-counter medications,
durable medical equipment, health and beauty aids, cosmetics, gifts,
greeting cards and other general merchandise. Total Pharmacy Supply,
Inc. is a wholesale distributor of non-drug pharmacy supplies for
independent, chain, hospital and long-term care pharmacies
nationwide. Dougherty's Homecare Infusion, which will begin to
operate under the name Park Infusion Services, supplies enteral,
parenteral and other infusion products to home healthcare and hospice
patients throughout North Texas. Dougherty's Homecare is an
institutional pharmacy fulfilling prescriptions primarily for
assisted living facilities in North Texas. Rx-Pro.Com, Inc. is an
application service platform providing Internet-based pharmacy
services, patient charting and other services for physicians and
pharmacies.
-3-
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
Audited financial statements of the Sellers will be filed
through an amended Form 8-K to be filed within 60 days of the
due date of this report.
(b) Pro Forma Financial Information
Pro Forma financial statements giving effect to the acquisition
will be filed through an amended Form 8-K to be filed within 60
days of the due date of this report.
(c) Exhibits
Exhibit No. Description
2.1 Bill of Sale and Asset Purchase Agreement dated
as of August 10, 2000, but effective August 1,
2000, by and among Park Infusion, Sellers and
Parent.
99.1 Loan Agreement dated as of August 10, 2000, by
and among Park Pharmacy Corporation, Dougherty's
Pharmacy, Inc., Raven's Pharmacy, Inc., Total
Pharmacy Supply, Inc., Rx-Pro.Com, Inc. and Park
Infusion Services, LP, as borrowers, and Bank of
Texas, NA, as lender, and related Promissory Notes
and Pledge and Security Agreements.
-4-
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
2.1 Bill of Sale and Asset Purchase Agreement dated
as of August 10, 2000, but effective August 1,
2000, by and among Park Infusion, Sellers and
Parent.
99.1 Loan Agreement dated as of August 10, 2000, by
and among Park Pharmacy Corporation, Dougherty's
Pharmacy, Inc., Raven's Pharmacy, Inc., Total
Pharmacy Supply, Inc., Rx-Pro.Com, Inc. and Park
Infusion Services, LP, as borrowers, and Bank of
Texas, NA, as lender, and related Promissory Notes
and Pledge and Security Agreements.
-5-
<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.
PARK PHARMACY CORPORATION
(Registrant)
Date: August 25, 2000 By: /s/ THOMAS R. BAKER
--------------------------------------
Thomas R. Baker,
Chief Executive Officer & President
-5-
