<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential,
for Use of the Commission Only
/X/ Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
AMERISOURCE HEALTH CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
Class A Common Stock Amerisource Health Corporation
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
11,803,574
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
N/A
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- --------------------------------------------------------------------------------
(5) Total Fee Paid:
$125.00
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
- ---------------
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE> 2
[AMERISOURCE LOGO]
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD FEBRUARY 28, 1996
------------------------
TO THE STOCKHOLDERS OF AMERISOURCE HEALTH CORPORATION:
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of the Stockholders of
AMERISOURCE HEALTH CORPORATION will be held at The Desmond Great Valley Hotel
and Conference Center, One Liberty Boulevard, Malvern, Pennsylvania 19355, on
Wednesday, February 28, 1996, at 8:30 a.m. local time, for the purpose of:
(1) electing eight directors; and
(2) transacting such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on January 2, 1996
as the record date for determining the stockholders of the Company entitled to
notice of and to vote at the Annual Meeting and any adjournments thereof; only
holders of stock of the Company of record on that date are entitled to notice of
and to vote at the Annual Meeting and any adjournments. A list of stockholders
will be available at the time and place of the meeting, and during the 10 days
prior to the meeting, at the office of the Secretary, Teresa T. Ciccotelli,
Esq., at AmeriSource Health Corporation, 300 Chester Field Parkway, Malvern,
Pennsylvania 19355.
It is important that your shares be represented at the meeting regardless
of the number of shares that you own. Please complete and sign the enclosed
proxy card, which is being solicited by the Board of Directors of the Company,
and return it in the enclosed postage pre-paid envelope as soon as you can,
whether or not you expect to attend the Annual Meeting in person.
A proxy statement for your additional information is attached to this
notice.
You are cordially invited to attend the Annual Meeting.
Respectfully,
/s/ TERESA T. CICCOTELLI
------------------------
TERESA T. CICCOTELLI
Vice President, General Counsel and
Secretary
Dated: January 26, 1996
<PAGE> 3
AMERISOURCE HEALTH CORPORATION
P.O. BOX 959
VALLEY FORGE, PENNSYLVANIA 19482
------------------------
PROXY STATEMENT
------------------------
GENERAL INFORMATION
This proxy statement is furnished by the Board of Directors of AmeriSource
Health Corporation (the "Company") in connection with its solicitation of
proxies for use at the Annual Meeting of Stockholders to be held February 28,
1996 and at any adjournments thereof. The Company's annual report to
stockholders, including financial statements, accompanies this notice and proxy
statement, but is not incorporated as part of the proxy statement and is not to
be regarded as part of the proxy solicitation material. The proxy and this proxy
statement are being mailed to stockholders on or about January 26, 1996.
Proxies are solicited by the Board of Directors of the Company in order to
provide every stockholder an opportunity to vote on all matters scheduled to
come before the meeting, whether or not he or she attends the meeting in person.
When the enclosed proxy card is returned properly signed, the shares represented
thereby will be voted by the proxy holders named on the proxy card in accordance
with the stockholder's directions. You are urged to specify your choices by
marking the appropriate boxes on the enclosed proxy card. If the proxy is signed
and returned without specifying choices, the shares will be voted as recommended
by the Board of Directors.
Solicitation of proxies is made on behalf of the Board of Directors of the
Company, and the cost of preparing, assembling, and mailing the notice of Annual
Meeting, proxy statement, and form of proxy will be borne by the Company. In
addition to the use of the mail, proxies may be solicited by directors, officers
and regular employees of the Company, without additional compensation, in person
or by telephone or other electronic means. The Company will reimburse brokerage
houses and other nominees for their expenses in forwarding proxy material to
beneficial owners of the Company's stock.
REVOCABILITY OF PROXY
Execution of the enclosed proxy will not affect your right to attend the
Annual Meeting and vote in person. If you do attend, you may, if you wish, vote
by ballot at the meeting, thereby effectively canceling any proxies previously
given. In addition, a stockholder giving a proxy may revoke it at any time
before it is voted at the meeting by filing with the Secretary of the Company
any instrument revoking it, or by filing with the Company a duly executed proxy
bearing a later date.
VOTING AT THE ANNUAL MEETING
Only the holders of shares of Class A Common Stock, par value $.01 per
share (the "Common Stock") of the Company of record at the close of business on
January 2, 1996 are entitled to receive notice of, and to vote at, the Annual
Meeting. Each holder of Common Stock entitled to vote will have the right to one
vote for each share held on all matters to come before the meeting. On that
date, there were 11,803,574 shares of Common Stock issued and outstanding. There
were also 9,985,230 shares of the Class B Common Stock, par value $.01 per share
(the "Class B Common Stock"), and 381,882 shares of the Class C Common Stock,
par value $.01 per share (the "Class C Common Stock"), of the Company issued and
outstanding. Holders of the 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. 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 in a transaction that complies with maximum quantity limitations
applicable to such sale until on or about March 31, 1996.
1
<PAGE> 4
The holders of a majority of the outstanding shares of Common Stock must be
present in person or by proxy at the Annual Meeting to constitute a quorum for
the purpose of transacting business at the meeting. Except for the election of
directors, the affirmative vote of the holders of a majority of the outstanding
shares of Common Stock present in person or by proxy at the meeting and entitled
to vote on a proposal is required to ratify and approve the proposal.
Abstentions are counted in tabulations of the votes cast by stockholders on the
proposals and will have the effect of a negative vote. Broker non-votes will not
be counted for purposes of determining whether any proposal has been approved.
Directors are elected by a plurality of the votes cast by written ballot.
Because directors are elected by a plurality of votes, abstentions and broker
non-votes will not have an impact on their election.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 28, 1995, certain
information regarding the beneficial ownership of Common Stock of the Company,
including shares of Common Stock as to which a right to acquire ownership within
60 days exists, of each director, each nominee for director, each executive
officer named in the Summary Compensation Table, of all the directors and named
executive officers of the Company as a group, and of each person known to the
Company to have been the beneficial owner of more than 5% of the outstanding
Common Stock.
<TABLE>
<CAPTION>
AGGREGATE NUMBER
OF SHARES PERCENT
TITLE OF BENEFICIALLY OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNER OWNED(1) CLASS
- ---------------------------------- ---------------------------------- ---------------- -------
<S> <C> <C> <C>
John F. McNamara(2) Chairman, President and Chief
Executive Officer................. 665,700 3.0%
David M. Flowers(2) Executive Vice President,
Marketing......................... 137,400 *
R. David Yost(2) Executive Vice President,
Operations........................ 238,950 1.0%
Kurt J. Hilzinger(2) Vice President, Chief Financial
Officer and Treasurer............. 73,750 *
Bruce C. Bruckmann(3)(4) Director.......................... 69,313 *
Michael A. Delaney(5) Director.......................... 0 *
Richard C. Gozon(4) Director.......................... 5,000 *
Lawrence C. Karlson(4) Director.......................... 5,000 *
George H. Strong(4) Director.......................... 0 *
James A. Urry(5) Director.......................... 0 *
Barton J. Winokur Director.......................... 19,750 *
All directors and named executive
officers as a group
(11 persons)(2)(3)(4)(5)............................................ 1,214,863 5.6%
399 Venture Partners, Inc.
("VPI")(6)(7)....................................................... 10,021,073 45.9%
1209 Orange Street
Wilmington, DE 19801
</TABLE>
- ---------------
* Less than 1%.
(1) Based on information furnished to the Company by the respective
stockholders. Except as indicated below, the Company is informed that the
beneficial owners have sole voting and investment power over the shares
shown opposite their names.
(2) Pursuant to the Company's 1995 Stock Option Plan, Messrs. McNamara, Flowers,
Yost and Hilzinger received options, with limitations on exercise, to
acquire 100,000, 65,000, 65,000, and 40,000 shares, respectively, of Common
Stock. None of these options are currently exercisable, and the options are
not included in the information set forth in the above table.
(3) Includes 67,632 shares of Class B Common Stock owned by Mr. Bruckmann.
2
<PAGE> 5
(4) Pursuant to the Company's Non-Employee Director Stock Option Plan, Messrs.
Bruckmann, Gozon, Karlson and Strong each received options, with
limitations on exercise, to acquire 5,000 shares of Common Stock. None of
these options are currently exercisable, and the options are not included
in the information set forth in the above table.
(5) Messrs. Delaney and Urry disclaim beneficial ownership relating to the
shares of Common Stock held by VPI.
(6) Includes 9,786,147 shares of Class B Common Stock owned by VPI.
(7) VPI disclaims beneficial ownership as to shares of Common Stock held by
investors currently or previously affiliated with VPI. VPI is a
wholly-owned, indirect subsidiary of Citicorp.
ELECTION OF DIRECTORS
The Company's Board of Directors consists of eight (8) directors each
serving annual terms. It is proposed that eight (8) directors be elected to hold
office until the next annual meeting of stockholders and until their successors
have been elected and qualified. Unless otherwise specified by the stockholders,
it is intended that the shares represented by proxies will be voted for the
eight (8) nominees for director listed below. All of the nominees are presently
serving as directors of the Company. Each nominee for director has consented to
his nomination and, so far as the Board of Directors and management are aware,
will serve as a director if elected. However, if any of the nominees should
become unavailable prior to the election, the shares represented by proxies may
be voted for the election of such other persons as the Board of Directors may
recommend, unless the Board of Directors chooses to reduce the number of
directors to be elected. There is no family relationship between any of the
directors or nominees. There is no arrangement or understanding between any
director or nominee for director and any other person(s) pursuant to which he
was or is to be selected as a director or nominee.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE ELECTION OF THE NOMINEES SET FORTH IN THIS PROPOSAL. PROXIES WILL BE SO
VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE ON THEIR PROXY CARDS. THE EIGHT (8)
NOMINEES RECEIVING THE HIGHEST NUMBER OF AFFIRMATIVE VOTES OF THE SHARES OF
COMMON STOCK PRESENT OR REPRESENTED AND ENTITLED TO BE VOTED SHALL BE ELECTED AS
DIRECTORS.
JOHN F. MCNAMARA Age 60 Director since 1989
Chairman, President and Chief Executive Officer, AmeriSource Health
Corporation and AmeriSource Corporation
Mr. McNamara has been Chairman, President and Chief Executive Officer
of the Company and of AmeriSource Corporation, the Company's chief
operating subsidiary ("AmeriSource"), since 1989 and has been President of
AmeriSource since 1987. Prior to holding these positions, he was Chief
Operating Officer of AmeriSource from 1986 to 1989 and Executive Vice
President of AmeriSource from 1985 to 1987. He also served as Chairman,
from 1986 to 1990, and President, from 1981 to 1986, of the
Kauffman-Lattimer division of AmeriSource. Mr. McNamara served on the
executive committee of the National Wholesale Druggists' Association from
1991 through 1994 and served as its chairman of the board from November
1993 to November 1994. Mr. McNamara is a member of the Capital
Appropriations Committee of the Company's Board of Directors.
BRUCE C. BRUCKMANN Age 42 Director since 1992
Managing Director, Bruckmann, Rosser, Sherrill & Co., Inc.
Mr. Bruckmann previously served as a director of the Company from 1989
to December 1991, and as a director of AmeriSource Corporation from 1988 to
December 1991, prior to his reelection as a director of the Company in
1992. Mr. Bruckmann is a Managing Director of Bruckmann, Rosser, Sherrill &
Co., Inc. Until January 1995, Mr. Bruckmann was a Managing Director of
Citicorp Venture Capital
3
<PAGE> 6
Ltd. and of Court Square Capital Limited. Mr. Bruckmann serves as a
director of Chromcraft Revington, Inc., Cort Business Services Corporation
and Mohawk Industries, Inc. Mr. Bruckmann is a member of the Compensation
Committee of the Company's Board of Directors.
MICHAEL A. DELANEY Age 41 Director since 1995
Vice President, Citicorp Venture Capital Ltd.
Mr. Delaney has been a Vice President of Citicorp Venture Capital Ltd.
since 1989. From 1986 through 1989 he was Vice President of Mergers and
Acquisitions at Citicorp. Mr. Delaney is also a director of Sybron
Chemicals, Inc., GVC Holdings, JAC Holdings, Delco Remy International,
Inc., Delco Remy America, Inc., Reman Holdings, Inc., Enterprise Radio
Corporation, SC Processing, Inc., The Triumph Group, FF Holdings
Corporation, Cort Business Services Corporation, Cort Furniture Rental
Corporation, Palomar Technologies Corporation and Palomar Products, Inc.
Mr. Delaney is a member of the Compensation Committee of the Company's
Board of Directors.
RICHARD C. GOZON Age 57 Director since 1994
Executive Vice President, Weyerhaeuser Company
Mr. Gozon has been Executive Vice President of Weyerhaeuser Company
since June 1994. Mr. Gozon formerly was President and Chief Operating
Officer of Alco Standard Corporation from 1988 to 1993. He is also a
director of UGI Corp. and The Triumph Group. Mr. Gozon is Chairman of the
Compensation Committee and a member of the Audit Committee of the Company's
Board of Directors.
LAWRENCE C. KARLSON Age 53 Director since 1994
Chairman, Karlson Corporation
Mr. Karlson is Chairman of Karlson Corporation and serves as a
director of Meridian Bank Corp. and CDI Corporation. Mr. Karlson is a
member of the Capital Appropriations Committee of the Company's Board of
Directors.
GEORGE H. STRONG Age 69 Director since 1994
Private Investor
Mr. Strong is a private investor and serves as a director of
Corefunds, Health South Rehabilitation Corp. and Integrated Health
Services, Inc. Mr. Strong is Chairman of the Audit Committee of the
Company's Board of Directors.
JAMES A. URRY Age 42 Director since 1995
Vice President, Citicorp Venture Capital Ltd.
Mr. Urry has been with Citibank, N.A. since 1981, serving as a Vice
President since 1986. He has been a Vice President of Citicorp Venture
Capital Ltd. since 1989. He is also a director of FF Holdings Corporation,
York International Corporation, Hancor Holding Corp., Cort Furniture Rental
Corporation and Cort Business Services Corporation. Mr. Urry is a member of
the Compensation Committee of the Company's Board of Directors.
4
<PAGE> 7
BARTON J. WINOKUR Age 55 Director since 1990
Partner, Dechert Price & Rhoads
Mr. Winokur is a partner in the law firm of Dechert Price & Rhoads and
serves as a director of CDI Corporation, FF Holdings Corporation, Farm
Fresh, Inc., Davco Restaurants, Inc. and The Bibb Company. Mr. Winokur is
Chairman of the Capital Appropriations Committee and a member of the Audit
Committee of the Company's Board of Directors.
BOARD OF DIRECTORS
The Board of Directors of the Company held five (5) meetings during fiscal
year 1995. All of the directors attended 75% or more of the meetings of the
Board of Directors and the Committees of the Board of Directors on which they
served, except Messrs. Bruckmann and Gozon who attended 60% of the meetings, and
Mr. Delaney who attended 50% of the meetings.
COMMITTEES OF THE BOARD OF DIRECTORS
The standing committees of the Board of Directors are the Compensation,
Audit, and Capital Appropriations Committees.
The Compensation Committee reviews and recommends actions to the Board of
Directors on such matters as salary and other compensation of officers and the
administration of certain benefit plans. The Compensation Committee also has the
authority to administer, grant and award stock and stock options under the
Company's incentive equity plans. The Compensation Committee held one (1)
meeting during fiscal year 1995. The current Chairman of the Compensation
Committee is Mr. Gozon and its current members are Messrs. Delaney, Urry and
Bruckmann.
The Audit Committee meets with management, the Company's independent
auditors and its internal audit department to consider the adequacy of the
Company's internal controls and other financial reporting matters. The Audit
Committee recommends to the Board of Directors the engagement of the Company's
independent auditors, discusses with the independent auditors their audit
procedures, including the proposed scope of their audit, the audit results and
the accompanying management letters and, in connection with determining their
independence, reviews the services performed by the independent auditors. The
Audit Committee held one (1) meeting during fiscal year 1995. The current
Chairman of the Audit Committee is Mr. Strong and its current members are
Messrs. Gozon and Winokur.
The Capital Appropriations Committee authorizes and approves investments by
the Company, other than investments in the ordinary course of business. The
Capital Appropriations Committee held two (2) meetings during fiscal year 1995.
The current Chairman of the Capital Appropriations Committee is Mr. Winokur and
its current members are Messrs. McNamara and Karlson.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Executive Compensation Program. The role of the Compensation Committee
(the "Committee") is to recommend, establish, oversee and direct the Company's
executive compensation policies and programs and to recommend to the Board
compensation for executive officers. In carrying out this role, we believe it is
important to align executive compensation with Company values and objectives,
business strategies, management initiatives, business financial performance and
enhanced stockholder value.
Our Committee is comprised of independent outside directors, none of whom
is or was an officer or employee of the Company or its subsidiaries.
Periodically we solicit and receive recommendations and advice from independent
third-party compensation consultants who have acted in this capacity since 1994.
Our executive compensation program is designed to attract and retain key
executives with outstanding abilities and to motivate them to perform to the
full extent of their abilities. We believe that executives should have a greater
portion of their compensation at risk than other employees, and that executive
compensation
5
<PAGE> 8
should be tied directly to the performance of the business and be aligned with
benefits realized by the Company's stockholders.
Compensation for Company executives consists of both cash and equity-based
opportunities. The annual cash compensation consists of (i) base salary and (ii)
annual incentive opportunity. Equity-based opportunities are provided on a
long-term basis through the Company's 1995 Stock Option Plan.
The Committee's compensation consultants have advised that the salaries and
annual incentive awards paid to the Company's chief executive officer and other
executive officers are consistent with industry competitive practices. In making
this determination, the consultants analyzed the compensation payable at the
pharmaceutical wholesale distribution companies included in the Peer Group Index
described in the discussion of Stockholder Return Performance below, and also
relied upon survey data covering a broader range of wholesale and distribution
companies.
The Committee has reviewed the base salaries of executive officers from
time to time, making adjustments that, in its judgment, are appropriate. In
fiscal year 1995, the Committee reviewed the salaries of two executive officers.
Based upon a subjective evaluation of their overall performance and upon the
competitive compensation information described above, the Committee increased
their salaries as reflected in the Summary Compensation Table.
In the future, the Committee intends to review executive officer salaries
annually, and to make adjustments based on judgments of past performance,
changed job duties, scope and responsibilities, competitive pay data and
expected future contributions of each executive officer.
The Committee also oversees the Company's annual incentive payments to
executive officers. Each year we intend to establish challenging objectives
based on business prospects for that year. For Messrs. McNamara, Flowers, Yost
and Hilzinger, and for the other senior members of management, annual incentive
opportunities are based on achieving both current financial performance
objectives and individual strategic and operating objectives related to
longer-term earnings, with greater weight given to the current financial
performance objectives. Following the end of each fiscal year, after completion
of the audit of the Company's financial statements, the Committee reviews
business results and individual performance of each executive officer and each
senior member of management, and determines and recommends to the Board annual
incentive payments. In 1995, the Company exceeded its financial performance
goals. Strategic and operating objectives were met by Messrs. McNamara, Flowers,
Yost and Hilzinger as well. Consequently, Messrs. McNamara, Flowers, Yost and
Hilzinger earned their bonuses attributable to their respective financial
objectives and to their strategic and operating objectives.
The Company's long-term equity-based 1995 Stock Option Plan was approved by
the Company's Board of Directors in February 1995, prior to the Company's public
offering of its Common Stock. The Committee oversees the 1995 Stock Option Plan
for executives. The 1995 Stock Option Plan consists of non-qualified stock
option grants, generally to be made only at one time each year. The Committee
believes that grants made under the 1995 Stock Option Plan will focus executives
on increasing stockholder value. A total of 270,000 options were granted
pursuant to the 1995 Stock Option Plan to the named executive officers in fiscal
year 1995 as follows: 100,000 shares to Mr. McNamara, 65,000 shares to Mr.
Flowers, 65,000 shares to Mr. Yost, and 40,000 shares to Mr. Hilzinger. These
awards were within the range that the Committee's compensation consultants
advised was reasonable for executive officers at the time of an initial public
offering of stock.
1995 Chief Executive Officer Compensation. The Committee determined the
1995 compensation for Mr. McNamara, Chief Executive Officer, in accordance with
the above discussion. The Committee did not review Mr. McNamara's base salary
during the year; therefore his salary was not changed.
In addition to the financial criteria discussed above, the Committee based
Mr. McNamara's annual incentive award on his overall leadership and successful
management of an aggressive cost-maintenance program that successfully prepared
the Company for the initial public offering of its Common Stock in April 1995.
No specific weighting was attached to these factors.
6
<PAGE> 9
Deductibility of Compensation. Section 162(m) of the Internal Revenue Code
imposes a $1 million limit on the deductibility of compensation paid to
executive officers of public companies. The Committee believes that all of the
compensation awarded to the Company's executive officers will be fully
deductible in accordance with this limit.
COMPENSATION COMMITTEE
Richard C. Gozon, Chairman
Bruce C. Bruckmann
Michael A. Delaney
James A. Urry
COMPENSATION OF DIRECTORS
Directors who are full-time employees of the Company receive no additional
compensation for services as a director. Each outside director of the Company is
paid an annual fee of $15,000 for services as a director of the Company, plus an
additional fee of $1,000 for attendance in person at each meeting of the Board
of Directors in excess of four annually, and $500 per telephonic meeting of the
Board of Directors. There are no fees paid for attendance at committee meetings.
Certain outside directors of the Company may also be entitled to receive
stock options for Common Stock pursuant to the AmeriSource Health Corporation
Non-Employee Directors Stock Option Plan (the "Directors Plan"). The Directors
Plan provides for non-discretionary, automatic grants on an annual basis of an
option to purchase shares of Common Stock to certain non-employee directors who
are not affiliates of VPI. Such options become fully exercisable on the first
anniversary of their respective grant dates, except for options under the
initial grant, which become fully exercisable on the third anniversary of their
grant date. The option exercise price is equal to 100% of the fair market value
of the Common Stock on the date of grant of the option. An aggregate of 50,000
shares of Common Stock have been reserved for issuance under the Directors Plan.
Options granted to directors under the Directors Plan are treated as
nonstatutory stock options under the Internal Revenue Code, as amended. The
Directors Plan is administered by a committee of disinterested directors.
The Directors Plan permits, with the consent of the committee and if
permitted by the restrictions in the Company's financing agreements, the
exercise of options by delivery of shares of Common Stock owned by the optionee,
by withholding of such shares of Common Stock upon exercise of the option in
lieu of or in addition to cash or by financing made available by the Company.
The Directors Plan permits the committee to adjust the number and kind of shares
subject to options in the event of a reorganization, merger, consolidation,
recapitalization, reclassification, stock split, stock dividend or combination
of shares. The Board of Directors may amend the Directors Plan at any time or
may terminate any plan without approval of the stockholders; provided, however,
that stockholder approval is required for any amendment to the plan that
increases the number of shares for which options may be granted or changes in
any material respect the limitations or provisions of the options subject to the
plans. However, no action by the Board of Directors or stockholders may alter or
impair any option previously granted to an optionee without such optionee's
consent.
During fiscal year 1995, the Company made the initial grant of stock
options under the Directors Plan as follows: Messrs. Bruckmann, Gozon, Karlson
and Strong were each granted options to purchase 5,000 shares of Common Stock at
$21.00 per share, all of which were outstanding and none of which were
exercisable at September 30, 1995.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee is a former or current officer or
employee of the Company or any of its subsidiaries. To the Company's knowledge,
there were no other relationships involving members of the Compensation
Committee requiring disclosure in this section of this Proxy Statement.
7
<PAGE> 10
MANAGEMENT
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE TITLE
- -------------------------------------- --- ------------------------------------------------------
<S> <C> <C>
John F. McNamara...................... 60 Chairman, President and Chief Executive Officer
David M. Flowers...................... 48 Executive Vice President, Marketing
R. David Yost......................... 48 Executive Vice President, Operations
Kurt J. Hilzinger..................... 35 Vice President, Chief Financial Officer and Treasurer
</TABLE>
Mr. McNamara is described above as a nominee for director.
Mr. Flowers has been Executive Vice President, Marketing since December
1995. Prior to that he had held the positions of Group President -- Eastern
Region since 1989, President of the AmeriSource Southeast Region from 1988 to
1989, and President of the Duff Brothers Division of AmeriSource from 1984 to
1987.
Mr. Yost has been Executive Vice President, Operations since December 1995.
Prior to that he had held the positions of Group President -- Central Region
since 1989, and President, from 1986 to 1989, and Executive Vice President and
General Manager, from 1984 to 1986, of the Kauffman-Lattimer Division of
AmeriSource.
Mr. Hilzinger has served as Vice President, Chief Financial Officer and
Treasurer since February 1995. Prior to that, he served as Vice President,
Finance, and Treasurer since October 1993, and as Vice President, Financial
Planning since March 1991. Before joining the Company, he was a Vice President
in the Corporate Advisory Division of Citicorp from 1986 to 1991.
There are no arrangements or understandings between any of the officers and
any other person pursuant to which he or she was elected an officer. There are
no family relationships between any director, executive officer, or nominee for
director.
SUMMARY COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following table sets forth, for fiscal years ending September 30, 1993,
1994, and 1995 certain information regarding the cash compensation paid by the
Company, as well as certain other compensation paid or accrued for those years,
to each of the named executive officers of the Company, in all capacities in
which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION -------------------------------------
----------------------------------- AWARDS PAYOUTS
OTHER ------------------------ ----------
ANNUAL RESTRICTED SECURITIES ALL OTHER
NAME AND PRINCIPAL COMPENSA- STOCK UNDERLYING LTIP COMPENSA-
POSITION YEAR SALARY($) BONUS($)(1) TION($) AWARD(S)($) OPTIONS(#) PAYOUTS($) TION($)
- ------------------------- ----- --------- ----------- --------- ----------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John F. McNamara......... 1995 414,780 250,000 -- -- 100,000 -- 53,921(2)
Chairman, President and 1994 396,609 200,000 -- -- -- -- 8,468(2)
Chief Executive Officer 1993 380,340 150,000 110 -- -- -- 7,434(2)
David M. Flowers......... 1995 202,145 110,000 -- -- 65,000 -- 13,095(3)
Executive Vice
President, 1994 169,430 100,000 -- -- -- -- 8,822(3)
Marketing 1993 159,980 75,000 -- -- -- -- 8,428(3)
R. David Yost............ 1995 212,235 125,000 -- -- 65,000 -- 10,759(4)
Executive Vice
President,........... 1994 179,790 100,000 -- -- -- -- 8,704(4)
Operations 1993 170,340 75,000 -- -- -- -- 9,079(4)
Kurt J. Hilzinger........ 1995 140,000 80,000 -- -- 40,000 -- 6,500(5)
Vice President, Chief 1994 137,833 65,000 -- -- -- -- 985(5)
Financial Officer and 1993 124,000 50,000 -- -- -- -- --
Treasurer
</TABLE>
- ---------------
(1) The amounts shown consist of cash bonuses earned in the fiscal year
identified but paid in the subsequent fiscal year.
8
<PAGE> 11
(2) "All Other Compensation" for Mr. McNamara in 1995, 1994, and 1993,
respectively, includes the following: (i) $40,675, $967, and $782 in club
dues, (ii) $1,350, $1,450, and $1,200 in tax return preparation fees, (iii)
$6,750, $4,497, and $5,237 in contributions under the Company's Employee
Investment Plan, (iv) for fiscal 1995 and 1994, respectively, $2,438 and
$1,554 for spousal travel expenses, (v) for fiscal 1995, $2,708 for personal
use of a Company-owned condominium, and (vi) for fiscal 1993, $215 in
miscellaneous items.
(3) "All Other Compensation" for Mr. Flowers in 1995, 1994, and 1993,
respectively, includes the following: (i) $6,345, $4,175, and $3,191 in club
dues, (ii) $6,750, $4,497, and $5,237 in contributions under the Company's
Employee Investment Plan, and (iii) for fiscal 1994, $150 for spousal travel
expenses.
(4) "All Other Compensation" for Mr. Yost in 1995, 1994, and 1993, respectively,
includes the following: (i) $2,209, $2,311, and $1,692 in club dues, (ii)
$1,800, $1,850, and $2,150 in tax return preparation fees, (iii) $6,750,
$4,497, and $5,237 in contributions under the Company's Employee Investment
Plan, and (iv) for fiscal 1994, $46 for spousal travel expenses.
(5) "All Other Compensation" for Mr. Hilzinger includes (i) in 1995 and 1994,
respectively, $6,300 and $985 in contributions under the Company's Employee
Investment Plan and (ii) in 1995, $200 in club dues.
STOCK OPTIONS
OPTION GRANTS IN FISCAL YEAR 1995
The following table sets forth certain information with respect to options
granted to and exercised by the named executive officers of the Company during
fiscal year 1995. The information set forth in these tables relates to options
granted to and exercised by the named executive officers of the Company to
purchase shares of Common Stock under the 1995 Stock Option Plan.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
- --------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/
UNDERLYING SARS EXERCISE
OPTIONS/ GRANTED TO OR BASE
SARS EMPLOYEES IN PRICE EXPIRATION GRANT DATE
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE PRESENT VALUE($)(2)
- ------------------------------------------ ----------- ------------- -------- ------------- -------------------
<S> <C> <C> <C> <C> <C>
John F. McNamara.......................... 100,000 11.17% 21.00 April 3, 2001 821,000
David M. Flowers.......................... 65,000 7.26% 21.00 April 3, 2001 533,650
R. David Yost............................. 65,000 7.26% 21.00 April 3, 2001 533,650
Kurt J. Hilzinger......................... 40,000 4.46% 21.00 April 3, 2001 328,400
</TABLE>
- ---------------
(1) The Options granted under the 1995 Stock Option Plan become exercisable at a
rate of 25% each year, beginning April 3, 1996.
(2) Present values were calculated using the Black-Scholes American option
valuation method. The actual value, if any, that an executive officer may
receive is dependent on the excess of the stock price over the exercise
price. Use of this model should not be viewed as a forecast of the future
performance of the Company's stock price. The estimated grant date present
value of each stock option is $8.21 based on the following defined option
terms and assumptions: (a) a stock price of $21.00; (b) an exercise price of
$21.00; (c) a term of 6 years; (d) a risk-free interest rate of 5.42%, which
represents the yield on Treasury Bonds with maturity dates corresponding to
that of the options; (e) a dividend yield of 0%, representing the stock's
current yield; (f) a stock price volatility rate of .3549, which reflects
how much the stock price varied in the first 42 weeks after the initial
public offering of the Company's Common Stock on April 4, 1995; and (g) a
discount of 12.5% to represent the 25% per year vesting provision of the
options.
9
<PAGE> 12
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1995 AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth information regarding the number of
exercised options and the value of unexercised in-the-money options held by the
named executive officers of the Company as of September 30, 1995.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END (#) AT FY-END($)
---------------- -------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED($) UNEXERCISABLE(1) UNEXERCISABLE(1)(2)
- ------------------------------- ---------------- ----------- ---------------- -------------------
<S> <C> <C> <C> <C>
John F. McNamara............... 725,700 15,103,650 100,000 600,000
David M. Flowers............... 212,400 4,425,050 65,000 390,000
R. David Yost.................. 238,950 4,973,600 65,000 390,000
Kurt J. Hilzinger.............. 73,750 1,523,750 40,000 240,000
</TABLE>
- ---------------
(1) As of September 30, 1995, none of the options held by the named executive
officers were exercisable.
(2) Based on an exercise price of $21.00 per share and the closing price of
$27.00 per share on the Nasdaq National Market on September 29, 1995.
PENSION PLANS
AMERISOURCE CORPORATION PARTICIPATING COMPANIES PENSION PLAN. AmeriSource
has a pension plan providing for continuation of pension benefit coverage for
salaried sales and office employees of AmeriSource previously covered under Alco
Standard's Participating Companies Pension Plan. The pension plan also covers
other salaried, sales, and office employees of AmeriSource who meet the plan's
eligibility requirements. Under AmeriSource's pension plan, the executive
officers compensated by AmeriSource are entitled to annual pension benefits at
age 65 equal to the number of years of credited service multiplied by 1% of
average annual compensation earned during the consecutive three years within the
last ten years of participation in the pension plan which yield the highest
average.
All pension plan costs are paid by AmeriSource and the pension plan, and
benefits are funded on an actuarial basis. Compensation earned by executive
officers for purposes of the plan includes salaries and bonuses set forth in the
cash compensation table under "Summary Compensation Table" above, except that
compensation recognized under the plan may not exceed certain limits, as
required by the Employee Retirement Income Security Act of 1974, as amended
("ERISA") and the Internal Revenue Code, as amended (the "Code"). For 1995, the
compensation limit was $150,000.
The years of credited service (with AmeriSource, predecessor companies or
Alco Standard) as of October 1, 1995 for each of the named executive officers of
the Company were: John F. McNamara -- 14.00 years; David M. Flowers -- 19.75
years; R. David Yost -- 21.08 years; and Kurt J. Hilzinger -- 4.58 years.
As required by ERISA and the Code, the pension plan limits the maximum
annual benefits payable at Social Security retirement age as a single life
annuity to the lesser of $90,000, with cost-of-living adjustments, or 100% of a
plan participant's average total taxable earnings during his highest three
consecutive calendar years of participation, subject to certain exceptions for
benefits which accrued prior to September 30, 1988. For 1994, the annual benefit
limit was $118,800.
SUPPLEMENTAL RETIREMENT PLAN. AmeriSource also has a Supplemental
Retirement Plan (the "Supplemental Plan"). Coverage under the Supplemental Plan
is limited to participants in AmeriSource's pension plan whose benefits under
the pension plan are limited due to (a) restrictions imposed by the Code on the
amount of benefits to be paid from a tax-qualified plan, (b) restrictions
imposed by the Code on the amount of an employee's compensation that may be
taken into account in calculating benefits to be paid from a tax-qualified plan,
or (c) any reductions in the amount of compensation taken into account under the
pension plan due to an employee's participation in certain deferred compensation
plans sponsored by AmeriSource or one of
10
<PAGE> 13
its subsidiaries. The Supplemental Plan provides for a supplement to the annual
pension paid under AmeriSource's pension plan to participants who attain early
or normal retirement under such pension plan or who suffer a total and permanent
disability while employed by AmeriSource or one of its subsidiaries and to the
pre-retirement death benefits payable under the pension plan on behalf of such
participants who die with a vested interest in AmeriSource's pension plan. The
amount of the supplement will be the difference, if any, between the pension or
pre-retirement death benefit paid under AmeriSource's pension plan and that
which would otherwise have been payable but for the restrictions imposed by the
Code and any reduction in the participant's compensation for purposes of
AmeriSource's pension plan due to his participation in certain deferred
compensation plans of AmeriSource or one of its subsidiaries.
The following table shows estimated annual retirement benefits that would
be payable to participants under AmeriSource's pension plan and, if applicable,
the Supplemental Plan, upon normal retirement at age 65 under various
assumptions as to final average annual compensation and years of credited
service and on the assumption that benefits will be paid in the form of a single
life annuity. The benefit amounts listed are not subject to any deduction for
Social Security benefits.
ESTIMATED ANNUAL RETIREMENT BENEFITS ($)
<TABLE>
<CAPTION>
FINAL AVERAGE
COMPENSATION 10 20 30 35
--------------------------------------------- ------- -------- -------- --------
<S> <C> <C> <C> <C>
100,000...................................... 10,000 20,000 30,000 35,000
150,000...................................... 15,000 30,000 45,000 52,500
200,000...................................... 20,000 40,000 60,000 70,000
250,000...................................... 25,000 50,000 75,000 87,500
300,000...................................... 30,000 60,000 90,000 105,000
500,000...................................... 50,000 100,000 150,000 175,000
600,000...................................... 60,000 120,000 180,000 210,000
700,000...................................... 70,000 140,000 210,000 245,000
800,000...................................... 80,000 160,000 214,000 254,000
</TABLE>
OTHER FORMS OF COMPENSATION
EMPLOYEE INVESTMENT PLAN. In fiscal year 1986, AmeriSource adopted a stock
participation plan pursuant to Section 401(k) of the Code, which plan was
amended and restated as a 401(k) Employee Investment Plan (the "EIP") effective
January 1, 1989. Participation in the EIP is generally available to salaried,
office, sales and certain hourly employees of AmeriSource. As of December 31,
1994, participation in the EIP was available to approximately 1,889 employees,
of whom approximately 1,331 were participants. A participant may contribute to
the EIP between 2% and 6% of his or her salary on a "before-tax" basis,
entitling the participant to contributions by his or her employer in an amount
equal to one-half of the participant's contributions. Highly compensated
employees, as defined by the Code, may receive matching employer contributions
of less than one-half of their participant contributions made after April 1,
1993. An additional employer matching contribution, in an amount to be
determined by AmeriSource but not to exceed one-half of the participant's
contributions, may be made to the EIP. The combined amount of employer matching
contributions for the plan year ending December 31, 1994 was 75% of each
participant's contribution. For calendar years 1993 and 1994, a participant's
contributions could not exceed $8,994 and $9,240 per year, respectively. The
cost of the matching employer contributions is ultimately charged to the
division or subsidiary of AmeriSource employing the participant. Matching
employer contributions to the EIP are held in trust and vest to the benefit of
the participant over a period of five years, measured from the date the
participant's employment commenced (as long as the participant continues as an
employee). The EIP is administered by trustees who have selected six mutual
funds managed by Fidelity Investments among which participants may direct the
investment of their entire account balances.
DEFERRED COMPENSATION PLAN. In September 1985, AmeriSource adopted a
deferred compensation plan (the "1985 Deferred Compensation Plan") which
permitted eligible employees of AmeriSource to defer a portion of their
compensation during a period of up to 48 months after October 1, 1985 and, in
return, to receive retirement or survivor benefits, and in certain
circumstances, disability insurability. The amount of the
11
<PAGE> 14
benefits the participant will be entitled to receive is based on the total
number of years the participant remains employed by AmeriSource or an affiliated
company. A participant's interest in the benefits vests over a period of five
years. Mr. McNamara is a participant in the 1985 Deferred Compensation Plan.
Assuming Mr. McNamara retires from employment with AmeriSource at or after age
65, his monthly retirement benefits under the 1985 Deferred Compensation Plan
would be $2,901, payable over a 15-year period.
AGREEMENTS WITH EMPLOYEES
The Company intends to offer employment contracts to Messrs. McNamara,
Flowers and Yost. The employment contracts are expected to provide for three
year terms of employment, each subject to a one year extension at the Company's
discretion, annual base salaries substantially commensurate with present levels,
and incentive compensation, bonuses and benefits in accordance with the
Company's then prevailing practices.
Each contract is expected to include customary termination for cause
provisions, whereupon the Company's obligations under the respective employment
contract would cease. By a majority vote of the Board of Directors, the Company
would also be able to terminate the employment of the employee without cause,
whereupon the Company would remain obligated to pay the greater of (i) one year
of such employee's then current salary and (ii) the base salary of the employee
for the balance of the term of the employment contract. The contracts may also
provide for acceleration of all or a portion of the employee's Company stock
options then outstanding upon a termination without cause. Each contract is also
expected to prohibit direct and indirect competition with the Company for a
period of one year after termination of employment. The contracts will also
contain customary prohibitions against the disclosure of confidential
information and the solicitation of the Company's employees and customers.
The Company has entered into noncompetition and nondisclosure agreements
with certain officers and key employees of the Company, including Messrs.
McNamara, Flowers, Yost and Hilzinger. The agreements provide that the employee
will not (i) during the course of employment by the Company and for a period of
one year thereafter, engage in any business that directly or indirectly competes
with the Company, and (ii) for a one-year period after termination of
employment, solicit or divert the Company's employees or the business of the
Company's customers. The agreements also provide that the employees will not
disclose confidential information at any time during or after their employment
with the Company.
STOCKHOLDER RETURN PERFORMANCE
The following graph compares the percentage change in cumulative total
stockholder return on the Company's Common Stock against the cumulative total
return of the Standard & Poor's 500 Index and an index of peer companies
selected by the Company (the "Peer Group Index") from the market close on April
4, 1995 to September 30, 1995. April 4, 1995 is the first trading date on which
the Company's Common Stock was registered under Section 12 of the Securities
Exchange Act of 1934 (the "Exchange Act"). Cumulative total return to
stockholders is measured by dividing (x) the sum of (i) total dividends for the
period (assuming dividend reinvestment) plus (ii) per-share price change for the
period by (y) the share price
12
<PAGE> 15
at the beginning of the period. The graph is based on an investment of $100 at
the market close on April 4, 1995 in the Common Stock and in each index.
COMPARISON OF CUMULATIVE TOTAL RETURN*
AMONG AMERISOURCE HEALTH CORPORATION, THE S & P 500 INDEX AND A PEER GROUP
<TABLE>
<CAPTION>
AMERISOURCE PEER GROUP S & P 500
<S> <C> <C> <C>
DOLLARS 4/4/95 100 100 100
9/30/95 129 108 117
</TABLE>
* ASSUMES $100 INVESTED ON APRIL 4, 1995 IN STOCK OR INDEX AND REINVESTMENT OF
DIVIDENDS.
The Peer Group Index (which is weighted on the basis of market
capitalization) consists of the Company and the following companies which are
engaged primarily in the wholesale drug distribution business: Bergen Brunswig
Corporation, Bindley Western Industries, Inc., Cardinal Health, Inc., Foxmeyer
Health Corporation, McKesson Corporation, and Owens & Minor, Inc.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
During fiscal year 1995, Dechert Price & Rhoads performed, and currently
does perform, legal services for the Company. Barton J. Winokur, a partner of
Dechert Price & Rhoads and a director of the Company, owns 19,750 shares of the
Common Stock of the Company.
Pursuant to a prior arrangement, 1,338,894 shares of the Company's Common
Stock were repurchased in April 1995 from VPI by the Company at $0.34 per share
before being issued pursuant to options granted under the Company's stock option
plans.
In April 1995, the Company issued 7,590,000 shares of Class A Common Stock
in a public offering at $21.00 per share. In connection with the public
offering, the underwriters reserved for sale to employees and directors of the
Company up to 50,000 shares of Class A Common Stock at $19.69 per share (the
initial offering price of $21.00 per share less underwriters' discount of $1.31
per share). The underwriters sold 40,206 shares of such reserved Class A Common
Stock to employees and directors of the Company, which included 5,000 shares
each to Messrs. Gozon, Karlson and Winokur. The number of shares of Class A
Common Stock available for sale in the public offering by the underwriters to
the general public was reduced by the number of reserved shares purchased by
employees and directors of the Company pursuant to the foregoing program.
13
<PAGE> 16
INDEPENDENT PUBLIC AUDITORS
Since 1988, the Company has retained Ernst & Young LLP as its independent
public auditors and it intends to retain Ernst & Young LLP for the current year
ending September 30, 1996. Representatives of Ernst & Young LLP are expected to
be present at the Annual Meeting, and such representatives will have an
opportunity at the Annual Meeting to make a statement if they desire to do so
and will be available to respond to appropriate questions.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class of
the Company's equity securities (the "10% Stockholders") to file reports of
ownership and changes in ownership of Common Stock and other equity securities
of the Company with the Securities and Exchange Commission (the "SEC") and the
Nasdaq National Market. Officers, directors and 10% Stockholders are required by
SEC regulation to furnish the Company with copies of all forms they file under
Section 16(a). Based solely on its review of the copies of such forms received
by it and written representations from certain reporting persons that no other
reports were required from those persons, the Company believes that during the
period October 1, 1994 through September 30, 1995, its officers, directors and
10% Stockholders complied with all applicable Section 16(a) filing requirements.
1997 STOCKHOLDER PROPOSALS
In the event that a stockholder desires to have a proposal included in the
proxy statement and form of proxy for the Annual Meeting of Stockholders to be
held in 1997, the proposal must be received by the Company in writing on or
before September 23, 1996, by certified mail, return receipt requested, and must
comply in all respects with applicable rules and regulations of the Securities
and Exchange Commission, the laws of the State of Delaware, and the By-Laws of
the Company relating to such inclusion. Stockholder proposals may be mailed to
the Secretary, AmeriSource Health Corporation, P.O. Box 959, Valley Forge, PA
19482.
ANNUAL REPORT ON FORM 10-K
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR
ENDED SEPTEMBER 30, 1995 MAY BE OBTAINED, WITHOUT CHARGE, BY ANY STOCKHOLDER,
UPON WRITTEN REQUEST DIRECTED TO VICKI BAUSINGER, MANAGER OF STOCKHOLDER
RELATIONS, AMERISOURCE HEALTH CORPORATION, P.O. BOX 959, VALLEY FORGE, PA 19482.
OTHER BUSINESS
The Company is not aware of any other business to be presented at the 1996
Annual Meeting of Stockholders. If any other matter should properly come before
the Annual Meeting, however, the enclosed proxy confers discretionary authority
with respect thereto.
By order of the Board of Directors,
/s/ TERESA T. CICCOTELLI
------------------------
TERESA T. CICCOTELLI
Vice President, General Counsel and
Secretary
Dated: January 26, 1996
Malvern, Pennsylvania
14
<PAGE> 17
AMERISOURCE HEALTH CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 28, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that the undersigned stockholder of
AMERISOURCE HEALTH CORPORATION, a Delaware corporation, does hereby constitute
and appoint John F. McNamara and Teresa T. Ciccotelli, or any one of them, the
true and lawful attorneys and proxies of the undersigned, with full power
including power of substitution to each, for and in the name and stead of the
undersigned, to vote all shares of Common Stock of AMERISOURCE HEALTH
CORPORATION, which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders to be held at The Desmond Great
Valley Hotel and Conference Center, Malvern, Pennsylvania 19355, on February
28, 1996 at 8:30 a.m., and at any and all adjournments and postponements
thereof, as follows:
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
- FOLD AND DETACH HERE -
<PAGE> 18
Please mark
your votes as / X /
indicated in
this example
THE BOARD OF DIRECTORS VOTE WITHHELD
RECOMMENDS A VOTE FOR ITEM 1. FOR ALL* FOR ALL
Item 1. ELECTION OF DIRECTORS
Nominees:
John F. McNamara
Bruce C. Bruckmann
Michael A. Delaney
Richard C. Gozon
Lawrence C. Karlson
George H. Strong
James A. Urry
Barton J. Winokur
* To withhold authority to vote for one or more nominee(s), write the name(s)
of the nominee(s) below:
- --------------------------------------------------------------------------------
Item 2. OTHER MATTERS
In their discretion, the proxies are authorized to vote upon such other matters
as may properly come before the meeting or at any adjournments thereof.
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED
FOR ITEM 1 AND WILL GRANT DISCRETIONARY
AUTHORITY PURSUANT TO ITEM 2.
Note: Please date this proxy and sign your name
exactly as it appears hereon. Joint owners
should each sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such.
Signature(s) Date
------------------------------------------ --------------------
- FOLD AND DETACH HERE -
