<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
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
---------------------
AMERISOURCE DISTRIBUTION CORPORATION*
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 23-2546940
(State of incorporation or organization) (I.R.S. employer identification no.)
300 Chester Field Parkway
Malvern, Pennsylvania 19355
(Address of principal executive offices) (zip code)
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
<S> <C>
None None
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock,
par value $0.01 per share
(title of class)
---------------
*The Registrant intends to change its name to "AmeriSource Health Corporation."
================================================================================
Page 1 of 3
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is hereby made to Amendment No. 1 to the Registrant's
Registration Statement on Form S-2 (File No. 33-57513) (the "Form S-2
Registration Statement"), as filed on March 8, 1995, and particularly to the
sections thereof entitled "Description of Capital Stock" and "Shares Eligible
For Future Sale." Such Amendment No. 1 to the Form S-2 Registration Statement,
filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, is incorporated herein by reference. A copy of the
pertinent pages of such Amendment No. 1 to the Form S-2 Registration Statement
is attached hereto as Annex 1.
ITEM 2. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1. Form of the share certificate for the Registrant's Class A
Common Stock.
2.1 Indenture, dated as of May 30, 1986, between AmeriSource
Corporation ("AmeriSource") and Bankers Trust Company, as
trustee relating to the 6-1/4% Convertible Subordinated
Debentures due 2001 of AmeriSource (the "Convertible
Debentures") including the form of Convertible Debenture
(incorporated by reference to Exhibit 4 to AmeriSource's
Current Report, dated July 1, 1986, on Form 8-K).
2.2 First Supplemental Indenture, dated as of October 31, 1989, to
Indenture, dated as of May 30, 1986 (incorporated by reference
to Exhibit 4.23 to the Registrant's and AmeriSource's Annual
Report on Form 10-K for the fiscal year ended September 30,
1989).
2.3 Second Supplemental Indenture, dated as of October 31, 1989,
to Indenture, dated as of May 30, 1986 (incorporated by
reference to Exhibit 4.24 to the Registrant's and
AmeriSource's Annual Report on Form 10-K for the fiscal year
ended September 30, 1989).
2.4 Indenture dated July 15, 1993 between the Registrant and
Security Trust Company, N.A., as trustee relating to the
11-1/4% Senior Debentures due 2005 (the "Senior Debentures")
of the Registrant including the form of the Senior Debentures
(incorporated by reference to Exhibit 4 to the Registrant's
and AmeriSource's Form 10-Q for the quarter ended June 30,
1993).
2.5 Amended and Restated Credit Agreement, dated as of December
13, 1994 among AmeriSource, General Electric Capital
Corporation individually and as agent, Bankers Trust Company,
as co-agent, and the banks and other financial institutions
named therein (incorporated by reference to Exhibit 4.10 to
the Registrant's and AmeriSource's Form 10-K for the year
ended September 30, 1994).
2.6 First Amendment, dated February 10, 1995, to the Amended and
Restated Credit Agreement among AmeriSource, General Electric
Capital Corporation individually and as agent, Bankers Trust
Company, as co-agent, and the banks and other financial
institutions named therein.
2.7 Receivables Purchase Agreement, dated as of December 13, 1994
(the "Credit Agreement") between AmeriSource, as Seller and
AmeriSource Receivables Corporation, as Purchaser
(incorporated by reference to Exhibit 4.11 to the Registrant's
and AmeriSource's Form 10-K for the year ended September 30,
1994).
2.8 AmeriSource Receivables Master Trust Pooling and Servicing
Agreement, dated as of December 13, 1994 among AmeriSource
Receivables Corporation, as transferor, AmeriSource, as the
initial Servicer, and Manufacturers and Traders Trust Company,
as Trustee (incorporated by reference to Exhibit 4.12 to the
Registrant's and AmeriSource's Form 10-K for the year ended
September 30, 1994).
2.9 Revolving Certificate Purchase Agreement, dated as of December
13, 1994 among AmeriSource Receivables Corporation,
AmeriSource, The Revolving Purchasers and Bankers Trust
Company, as Agent and Revolving Purchaser (incorporated by
reference to Exhibit 4.13 to the Registrant's and
AmeriSource's Form 10-K for the year ended September 30,
1994).
2.10 Series 1994-1 Supplement to Pooling and Servicing Agreement,
dated as of December 13, 1994 among AmeriSource Receivables
Corporation, as transferor, AmeriSource, as initial Servicer,
and Manufacturers and Traders Trust Company, as Trustee
(incorporated by reference to Exhibit 4.14 to the Registrant's
and AmeriSource's Form 10-K for the year ended September 30,
1994).
Page 2 of 3
<PAGE> 3
SIGNATURE
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, thereto duly authorized.
AMERISOURCE DISTRIBUTION CORPORATION
Date: March 23, 1995 By: /s/ Teresa T. Ciccotelli
-------------------------------
Teresa T. Ciccotelli
Vice President, Legal Counsel
Page 3 of 3
<PAGE> 4
ANNEX 1
DESCRIPTION OF CAPITAL STOCK
The following statements are brief summaries of certain provisions relating
to the Company's capital stock and are qualified in their entirety by the
provisions of the Company's Certificate of Incorporation, as amended. The
Company's Certificate of Incorporation, as amended, is an exhibit to the
Registration Statement of which this Prospectus is a part.
COMMON STOCK
The currently authorized Common Stock of the Company consists of 50,000,000
shares of Class A Common Stock, 15,000,000 shares of Class B Common Stock and
2,000,000 shares of Class C Common Stock. As of December 31, 1994, without
giving effect to the 2.95-for-1 stock split and the Option Exercises, 238,262
shares of Class A Common Stock, 3,854,163 shares of Class B Common Stock and
500,000 shares of Class C Common Stock were issued and outstanding. As of
December 31, 1994, after giving effect to the 2.95-for-1 stock split and the
Option Exercises, 3,106,307 shares of Class A Common Stock, 10,030,886 shares of
Class B Common Stock and 1,475,000 shares of Class C Common Stock would have
been issued and outstanding. Upon completion of the Offering, the Company will
have 21,212,193 shares of Common Stock outstanding (22,202,193 shares if the
over-allotment option is exercised). Class A Common Stock is referred to
elsewhere in this Prospectus as "Common Stock."
There is no established public trading market for the Class A Common Stock
and Class B Common Stock. As of December 31, 1994, the Class A Common Stock was
held by 24 holders of record, and the Class B Common Stock was held by 11
holders of record. As of September 30, 1994, the Class C Common Stock was held
by approximately 12 holders of record. The Class C Common Stock trades on a
limited basis in the over-the-counter market. Information concerning the
historical trading prices for Class C Common Stock is not published by
nationally-recognized independent sources.
Contemporaneously with and subject to the completion of the Offering made
hereby, all outstanding shares of Common Stock and all options to acquire shares
of the Company's Common Stock will be adjusted for a 2.95-for-1 stock split. No
fractional shares of Common Stock will be issued in connection with the stock
split. Each holder of Common Stock will receive a cash payment in lieu of a
fractional share to which such holder would otherwise be entitled pursuant to
the stock split in the amount of the value of the fractional share at the
offering price to the public.
Class A Common Stock. Holders of Class A Common Stock are entitled to one
vote per share on all matters on which holders of Class A Common Stock are
entitled to vote and have no cumulative voting rights. Holders of Class A Common
Stock do not have the preemptive right to subscribe for shares of Class A Common
Stock issued by the Company, nor do they have any redemption rights. Holders of
Class A Common Stock may elect at any time to convert any and all such shares
into Class B Common Stock, on a share-for-share basis. Holders of Class A Common
Stock are entitled to receive such dividends, if any, as may from time to time
be declared by the Board of Directors of the Company out of funds legally
available therefor. The Credit Agreement contains limitations on the Company's
ability to pay dividends to its stockholders. See "Dividend Policy."
Upon liquidation, dissolution or winding up of the Company, holders of
Class A Common Stock are entitled to a pro rata share of the distribution of
assets remaining after the payment of debts and expenses and after payment of
the liquidation preference accorded to the holders of any preferred stock of the
Company which may be issued in the future. Each share of Class A Common Stock
has the same rights, privileges and preferences as every other share of Class A
Common Stock. Shares of the Class A Common Stock to be issued pursuant to the
Offering, when issued and paid for, will be fully paid and nonassessable. The
transfer agent and registrar for the Class A Common Stock is Mellon Securities
Trust Company.
Class B Common Stock. The rights of holders of Class B Common Stock and
holders of Class A Common Stock are identical and entitle the holders thereof to
the same rights, privileges, benefits and notices, except as otherwise described
herein. Holders of Class B Common Stock generally do not possess the right to
vote on any matters to be voted upon by the stockholders of the Company, except
as provided by law. Under
1
<PAGE> 5
Section 242(b)(2) of the Delaware General Corporation Law, the holders of the
Class B Common Stock shall be entitled to vote as a class upon any proposed
amendment to the Company's Certificate of Incorporation, if such amendment would
increase or decrease the number of shares or the par value of the shares of such
class, or alter or change the powers, preferences or special rights of the
shares of such class so as to affect them adversely. Holders of Class B Common
Stock may elect at any time to convert any and all of such shares into Class A
Common Stock, on a share-for-share basis, to the extent the holder thereof is
not prohibited from owning additional voting securities by virtue of regulatory
restrictions.
Class C Common Stock. The rights of holders of Class C Common Stock and
holders of Class A Common Stock are identical and entitle the holders thereof to
the same rights, privileges, benefits and notices, except as otherwise described
herein. Holders of Class C Common stock generally do not possess the right to
vote on any matters to be voted upon by the stockholders of the Company, except
as provided by law. Under Section 242(b)(2), of the Delaware General Corporation
Law, the holders of the Class C Common Stock shall be entitled to vote as a
class upon any proposed amendment to the Company's Certificate of Incorporation
if such amendment would increase or decrease the number of shares or the par
value of the shares of such class, or alter or change the powers, preferences or
special rights of the shares of such class so as to affect them adversely. The
Class C Common Stock is subject to substantial restrictions on transfer and has
certain registration and "take-along" rights. A share of Class C Common Stock
will automatically be converted into a share of Class A Common Stock (a)
immediately prior to its sale in a future public offering or (b) at such time as
such share of Class C Common Stock has been sold publicly after the Offering in
a transaction that complies with any maximum quantity limitations applicable to
such sale. Once a share of Class C Common Stock has been converted into Class A
Common Stock it will no longer be subject to any restrictions on transfer nor
will it be entitled to the benefits of registration and take-along-rights.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
Section 203 of the Delaware General Corporation Law prevents an "interested
stockholder" (defined in Section 203, generally, as a person owning 15% or more
of a corporation's outstanding voting stock) from engaging in a "business
combination" (defined in Section 203, generally, as mergers, asset sales and
other transactions resulting in a financial benefit to the interested
stockholder) with a publicly-held Delaware corporation for three years following
the date such person became an interested stockholder unless (i) before such
person became an interested stockholder, the board of directors of the
corporation approved either the business combination or the transaction that
resulted in the interested stockholder becoming an interested stockholder; (ii)
upon consummation of the transaction that resulted in the interested stockholder
becoming an interested stockholder, the interested stockholder owns at least 85%
of the voting stock of the corporation outstanding at the time the transaction
commenced (excluding stock held by directors who are also officers of the
corporation and by employee stock plans that do not provide employees with the
rights to determine confidentially whether shares held subject to the plan will
be tendered in a tender or exchange offer); or (iii) following the transaction
in which such person became an interested stockholder, the business combination
is approved by the board of directors of the corporation and authorized at a
meeting of stockholders by the affirmative vote of the holders of two-thirds of
the outstanding voting stock of the corporation not owned by the interested
stockholder. The Company will opt out of Section 203 prior to the Offering, but
this will not be effective until one year after the Offering. Accordingly, the
provisions of Section 203 will apply to the Company for approximately one year
following the consummation of the Offering.
2
<PAGE> 6
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of the Offering, the Company will have outstanding
21,212,193 shares of Common Stock. The 6,600,000 shares of Common Stock to be
sold in the Offering made hereby will be freely tradeable without restriction
under the Securities Act, unless acquired by an "affiliate" of the Company
(defined in Rule 144 under the Securities Act, generally, as a person who, by
virtue of equity ownership or otherwise, controls, or is controlled by, or is
under common control with, the Company). The remaining 14,612,193 shares
outstanding, excluding the shares of Class C Common Stock, upon completion of
the Offering will be "restricted securities" as defined in Rule 144, absent
registration of such shares under the Securities Act. The Company intends to
file Form S-8 Registration Statements to register shares of Common Stock
acquired by members of management pursuant to the exercise of options under the
Purchase Plan, the 1991 Option Plan and the Partners Plan.
Shares of Common Stock held by affiliates and restricted securities may not
be sold unless they are registered under the Securities Act or are sold pursuant
to an applicable exemption from registration, including the exemption from
registration set forth in Rule 144 promulgated by the Securities and Exchange
Commission (the "Commission"). Generally, Rule 144 will permit an affiliate or a
person who has held restricted securities for more than two years to sell within
any three-month period a number of shares that does not exceed the greater of 1%
of the then outstanding shares of Common Stock or the average weekly trading
volume of such stock during the four calendar weeks preceding such sale,
provided that the Company has either filed certain periodic reports with the
Commission or made publicly available certain information concerning it and
provided that such sales are made in normal "brokers' transactions" or in
transactions directly with a "market maker" without the solicitation of buy
orders by the brokers or such affiliates. A person who is deemed not an
affiliate of the Company at any time during the three months preceding a sale
and who has held restricted securities for more than three years may sell such
shares under Rule 144 without regard to the volume limitations described.
The Common Stock has been approved for listing on the Nasdaq National
Market under the symbol "ASHC," subject to official notice of issuance. Sales of
substantial amounts of Common Stock in the public market under Rule 144 could
have a depressive effect on the price of the Common Stock. VPI, certain current
and former affiliates of VPI, current and former employees and directors of
AmeriSource, and the Management Investors hold their shares of Company common
stock subject to certain restrictions on sales and transfers, including
restrictions on sales in the public market. The holders of Class C Common Stock
may sell in the public market after 90 days following the closing of the
Offering, in which event their shares are automatically converted into Common
Stock, provided that for 270 days after such 90-day period, any sales must meet
the maximum quantity limitations and other requirements of Rule 144 set forth
above. See "Management -- Stock Purchase Plan."
The Existing Stockholders were granted piggyback registration rights with
respect to the Common Stock when they purchased their shares. After the
Offering, an aggregate of 14,612,913 shares of Common Stock owned by the
Existing Stockholders will be entitled to piggyback registration rights. In
addition, VPI, which will hold in the aggregate 10,021,073 shares of Common
Stock after the Offering, has been granted demand rights to require the
registration of its shares. The Existing Stockholders (other than VPI and
current employees and directors of the Company, who have agreed to restrictions
for a 180-day period as discussed below) are subject to restrictions on public
sale or distribution for a period of 90 days following the effective date of the
Registration Statement.
VPI and directors and members of AmeriSource's management holding, in the
aggregate, approximately 12.8 million shares of Common Stock have agreed not to
file, or cause the Company to file, a registration statement with respect to,
enter into any agreement providing for or effect any public sale, public
distribution or other public disposition of shares of capital stock of the
Company, including any sale pursuant to Rule 144 or Rule 144A promulgated under
the Securities Act, for a period of 180 days following the closing date of the
Offering without the prior written consent of DLJ. Such investors have further
agreed that they will not otherwise dispose of any shares of capital stock of
the Company unless the person to whom such disposition is made agrees to
substantially the same as the foregoing. A total of approximately 1.8 million
shares of
3
<PAGE> 7
Common Stock currently outstanding (excluding the shares sold in the Offering)
are not subject to the 180-day restriction; however, all such shares are subject
to restrictions on public sale or distribution for a period of 90 days as
described above.
Upon exercise of options granted under the Purchase Plan and 1991 Option
Plan, the holders will be subject to withholding tax liability based upon the
difference between the exercise price and the estimated fair market value of the
Common Stock at the time of exercise. In lieu of selling shares of Common Stock
to satisfy their withholding requirement, certain members of AmeriSource's
management intend to obtain margin loans from Smith Barney Inc. and DLJ. In
connection with such margin loans, such management have each agreed to pledge
the shares of Common Stock acquired pursuant to exercise of such options as
collateral for the margin loans. Under certain circumstances, Smith Barney Inc.
and DLJ may foreclose on and sell such pledged Common Stock, and such sales may
occur in the 180-day period following the closing of the Offering.
4
<PAGE> 8
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
1 Form of the share certificate for the Registrant's
Class A Common Stock
2.6 First Amendment, dated February 10, 1995, to the
Amended and Restated Credit Agreement among
AmeriSource, General Electric Capital Corporation
individually and as agent, Bankers Trust Company, as
co-agent, and the banks and other financial
institutions named therein.
<PAGE> 1
[FORM OF FACE OF SECURITY]
AMERISOURCE HEALTH CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SHARES OF CLASS A COMMON STOCK
PAR VALUE $.01 PER SHARE
NUMBER SHARES
AS _______ ______
CUSIP 03071P 10 2
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES that _______________________
is the owner of ___________________________
FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE $.01
PER SHARE, OF
AmeriSource Health Corporation (the "Corporation") transferable only on the
books of the Corporation by the holder thereof in person or by a duly
authorized Attorney upon surrender of this Certificate properly endorsed.
This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar. WITNESS the facsimile seal of the
Corporation and the facsimile signatures of its duly authorized
officers.
[SEAL] Dated ________________
\s\ Teresa T. Ciccotelli \s\ John F. McNamara
Secretary President
Countersigned and Registered:
MELLON SECURITIES TRUST COMPANY
(New York, N.Y.)
Transfer Agent and Registrar,
By: _____________________
Authorized Signature
<PAGE> 2
[FORM OF REVERSE OF SECURITY]
AMERISOURCE HEALTH CORPORATION
The Corporation will furnish to any stockholder, upon request and
without charge, a statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof authorized to be issued and the qualifications,
limitations or restrictions of such preferences and/or rights.
The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ________ Custodian
TEN ENT - as tenants by the (Cust)
entireties ________ under Uniform Gifts to Minors
JT TEN - as joint tenants with (Minor)
right of survivorship Act _________
and not as tenants in (State)
common
Additional abbreviations may also be used though not in the above list.
For value received, __________________________ hereby sell, assign and transfer
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________
_______________________________________________________________________________
(Please print or typewrite name and address of assignee)
_______________ Shares represented by the within Certificate, and do hereby
irrevocably constitute and appoint __________________ Attorney to transfer the
said stock on the books of the within-named Corporation with full power of
substitution in the premises.
Dated:_______________ Your Signature:______________________________
NOTICE: The signature to this
assignment must correspond
with the name as written upon
the face of the Certificate
in every particular, without
alteration or enlargement, or
any change whatever.
<PAGE> 1
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
("Amendment") is entered into among AMERISOURCE CORPORATION, a Delaware
corporation ("Borrower"), GENERAL ELECTRIC CAPITAL CORPORATION, a corporation
organized under the banking laws of the State of New York ("GE Capital"),
Co-Agents (as defined in the Credit Agreement, as defined below), and each of
the other lenders thereunder (collectively, the "Lenders" and each, a
"Lender"), GE Capital and BANKERS TRUST COMPANY, a corporation organized under
the banking laws of the State of New York ("BTCo"), as managing agents, BTCo,
as the issuing lender, and GE Capital, as the administrative agent for Lenders
(in such capacity, "Agent"), as of February 10, 1995, with reference to the
following facts:
RECITALS
A. Borrower, GE Capital, individually and in its capacities as a
managing agent and Agent, BTCo, individually and in its capacities as a
managing agent and the issuing lender, Co-Agents, and each of the other
Lenders, have entered into that certain Amended and Restated Credit Agreement
dated as of December 13, 1994 (the "Credit Agreement"), pursuant to which
Lenders agreed to make certain financial accommodations to or for the benefit
of Borrower upon the terms and conditions contained therein. Unless otherwise
defined in this Amendment, (i) capitalized terms used herein shall have the
meanings attributed to them in the Credit Agreement, and (ii) references to
sections and subsections shall refer to sections or subsections of the Credit
Agreement.
B. Section 6.14 requires that, subject to the additional terms
and conditions set forth therein, Borrower enter into Interest Rate Contracts
within 60 days after the Restatement Closing Date.
C. Borrower has requested that Lenders extend the time for
performance of Section 6.14, and Lenders are willing to do so subject to the
terms and conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the continued performance
by Borrower of its promises and obligations under the Credit Agreement and the
other Loan Documents, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Borrower and Lenders
hereby agree as follows:
<PAGE> 2
AGREEMENT
1. INCORPORATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS.
Except as expressly modified under this Amendment, all of the terms and
conditions set forth in the Credit Agreement and the other Loan Documents are
incorporated herein by this reference, and the obligations of Borrower under
the Credit Agreement and the other Loan Documents are hereby acknowledged,
confirmed and ratified by Borrower.
2. AMENDMENT. Section 6.14 is hereby deleted in its entirety,
and the following is substituted therefor:
6.14 Interest Rate Contracts. Unless the
Receivables Trust issues certificates with fixed interest rates in an
aggregate amount of $150,000,000 or more, Borrower or Receivables
Corporation shall enter into Interest Rate Contracts in form and
substance satisfactory to Agent on or before May 15, 1995 for an
aggregate amount of not less than $150,000,000 of variable rate
Indebtedness, and such Interest Rate Contracts shall (a) be for a term
of not less than one year, and (b) remain in effect until a date not
earlier than the second anniversary of the Restatement Closing Date;
provided, that such $150,000,000 amount shall be reduced by the amount
of the net cash proceeds received by Borrower from one or more public
offerings of the Stock of Borrower or Parent.
3. Conditions of Effectiveness. This Amendment shall become
effective upon satisfaction of each of the following conditions:
(a) Agent shall have received copies of this
Amendment that, when taken together, bear the signatures of Borrower
and Lenders sufficient to constitute the Requisite Lenders; and
(b) Agent shall have received a copy of the
accompanying Guarantor Consents executed by Parent, Health Services
Plus, Inc., and Health Services Capital Corporation.
4. ENTIRE AGREEMENT. This Amendment, together with the Credit
Agreement and the other Loan Documents, is the entire agreement between the
parties hereto with respect to the subject matter hereof. This Amendment
supersedes all prior and contemporaneous oral and written agreements and
discussions with respect to the subject matter hereof. Except as otherwise
expressly modified herein, the Credit Agreement and the other Loan Documents
shall remain in full force and effect.
<PAGE> 3
5. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents
and warrants that the representations and warranties contained in the Credit
Agreement were true and correct in all material respects when made and, except
to the extent (a) that a particular representation or warranty by its terms
expressly applies only to an earlier date, or (b) Borrower has previously
advised Agent in writing as contemplated under the Credit Agreement, are true
and correct in all material respects as of the date hereof.
6. MISCELLANEOUS.
6.1 Counterparts. This Amendment may be executed in
identical counterpart copies, each of which shall be an original, but all of
which shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by facsimile transmission
shall be effective as delivery of a manually executed counter part of this
Amendment. Any Lender delivering this Amendment by facsimile shall send the
original manually executed counterpart of this Amendment to Agent's counsel
promptly after such facsimile transmission.
6.2 Headings. Section headings used herein are for
convenience of reference only, are not part of this Amendment, and are not to
be taken into consideration in interpreting this Amendment.
6.3 Recitals. The recitals set forth at the beginning of
this Amendment are true and correct, and such recitals are incorporated into
and are a part of this Amendment.
6.4 Governing Law. This Amendment shall be governed by,
and construed and enforced in accordance with, the laws of the State of New
York applicable to contracts made and performed in such state, without regard
to the principles thereof regarding conflict of laws.
6.5 No Novation. Except as specifically set forth in
section 2 of this Amendment, the execution, delivery and effectiveness of this
Amendment shall not (a) waive any breaches or defaults under the Credit
Agreement or the other Loan Documents, whether known or unknown, (b) limit,
impair, constitute a waiver by, or otherwise affect any right, power or remedy
of, Agent or any Lender under the Credit Agreement or any other Loan Document,
(c) constitute a waiver of any provision in the Credit Agreement or in any of
the other Loan Documents, or under applicable law, or (d) alter, modify, amend
or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement, all of which are
<PAGE> 4
ratified and affirmed in all respects and shall continue in full force and
effect.
6.6 Conflict of Terms. In the event of any inconsistency
between the provisions of this Amendment and any provision of the Credit
Agreement, the terms and provisions of this Amendment shall govern and control.
IN WITNESS WHEREOF, this Amendment has been duly executed as
of the date first written above.
AMERISOURCE CORPORATION,
a Delaware corporation
By /s/ Teresa T. Ciccotelli
----------------------------
Name Teresa T. Ciccotelli
----------------------------
Title Vice President, Legal
----------------------------
Counsel and Secretary
----------------------------
LENDERS:
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent, a Managing Agent and a Lender
By /s/ Charles D. Chiodo
----------------------------
Charles D. Chiodo
Duly Authorized Signatory
BANKERS TRUST COMPANY, as a Managing
Agent, Issuing Lender and a Lender
By /s/ Frederic W. Thomas, Jr.
----------------------------
Name Frederic W. Thomas, Jr.
------------------------
Title Vice President
------------------------
<PAGE> 5
BANKAMERICA BUSINESS CREDIT, INC., as a
Co-Agent and a Lender
By /s/ George C. Markowsky
----------------------------
Name George C. Markowsky
-----------------------
Title Vice President
-----------------------
HELLER FINANCIAL, INC., as a Co-Agent
and as a Lender
By /s/ Lawrence Garni
------------------------------
Name Lawrence Garni
------------------------
Title Assistant Vice President
------------------------
BANK OF MONTREAL, as a Lender
By /s/ Irene M. Geller
---------------------------
Name Irene M. Geller
----------------------
Title Director
----------------------
BANK OF NEW YORK COMMERCIAL CORPORATION,
as a Lender
By /s/ Anthony Viola
---------------------------
Name Anthony Viola
----------------------
Title Vice President
----------------------
BOT FINANCIAL CORPORATION, as a Lender
By /s/ William R. York, Jr.
-----------------------------
Name William R. York, Jr.
-----------------------
Title Senior Vice President
-----------------------
<PAGE> 6
THE CIT GROUP/BUSINESS CREDIT, INC.,
as a Lender
By
----------------------------
Name
----------------------------
Title
----------------------------
CORESTATES BANK, N.A., as a Lender
By /s/ Sherri A. Williams
----------------------------
Name Sherri A. Williams
----------------------------
Title Commercial Officer
----------------------------
THE FIRST NATIONAL BANK OF BOSTON,
as a Lender
By /s/ William C. Purinton
----------------------------
Name William C. Purinton
----------------------------
Title Vice President
----------------------------
GIROCREDIT BANK AKTIENGESELLSCHAFT
DER SPARKASSEN, GRAND CAYMAN ISLAND
BRANCH, as a Lender
By
----------------------------
Name
----------------------------
Title
----------------------------
HOUSEHOLD COMMERCIAL FINANCIAL SERVICES,
INC., as a Lender
By
----------------------------
Name
----------------------------
Title
----------------------------
<PAGE> 7
LASALLE NATIONAL BANK, as a Lender
By /s/ Christopher G. Clifford
-----------------------------
Name Christopher G. Clifford
------------------------
Title Senior Vice President
------------------------
MERIDIAN BANK, as a Lender
By /s/ Philip Newmuis
-----------------------------
Name Philip Newmuis
------------------------
Title Assistant Vice President
------------------------
NATIONSBANK OF GEORGIA, N.A.,
as a Lender
By /s/ Betty H. Mills
-----------------------------
Name Betty H. Mills
------------------------
Title Vice President
------------------------
SANWA BUSINESS CREDIT CORPORATION,
as a Lender
By /s/ Peter L. Skavla
-----------------------------
Name Peter L. Skavla
------------------------
Title Vice President
------------------------
SHAWMUT BANK, N.A.,
as a Lender
By /s/ Salvatore A. Salzillo
-----------------------------
Name Salvatore A. Salzillo
------------------------
Title Assistant Vice President
------------------------
<PAGE> 8
GUARANTOR CONSENTS
AmeriSource Distribution Corporation, a Delaware corporation,
hereby (i) ratifies and reaffirms, as of the date hereof, all of the provisions
of that certain Amended and Restated Guaranty and Pledge Agreement dated as of
December 13, 1994 in favor of Agent, (ii) acknowledges receipt of a copy of the
First Amendment to Amended and Restated Credit Agreement dated as of February
10, 1995 (the "Amendment"), and (iii) consents to all of the provisions of the
Amendment.
Dated: February 10, 1995 AMERISOURCE DISTRIBUTION
CORPORATION
By: /s/ Teresa T. Ciccotelli
----------------------------
Title: Vice President, Legal
Counsel and Secretary
------------------------
Health Services Plus, Inc., a Delaware corporation, hereby (i)
ratifies and reaffirms, as of the date hereof, all of the provisions of that
certain Amended and Restated Continuing Guaranty dated as of December 13, 1994
in favor of Agent, (ii) acknowledges receipt of a copy of the First Amendment
to Amended and Restated Credit Agreement dated as of February 10, 1995 (the
"Amendment"), and (iii) consents to all of the provisions of the Amendment.
Dated: February 10, 1995 HEALTH SERVICES PLUS, INC.
By: /s/ Teresa T. Ciccotelli
--------------------------
Title: Secretary
---------------------
<PAGE> 9
Health Services Capital Corporation, a Delaware corporation,
hereby (i) ratifies and reaffirms, as of the date hereof, all of the provisions
of that certain Amended and Restated Continuing Guaranty dated as of December
13, 1994 in favor of Agent, (ii) acknowledges receipt of a copy of the First
Amendment to Amended and Restated Credit Agreement dated as of February 10,
1995 (the "Amendment"), and (iii) consents to all of the provisions of the
Amendment.
Dated: February 10, 1995 HEALTH SERVICES CAPITAL CORPORATION
By: /s/ Teresa T. Ciccotelli
-------------------------------
Title: Secretary
--------------------------
