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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 28, 1998.
REGISTRATION NO. 333-67985
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_________________
AMERISOURCE HEALTH CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 5122 23-2546940
<S> <C> <C>
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
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_________________
300 CHESTER FIELD PARKWAY, MALVERN, PA 19355 (610) 296-4480
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
_________________
WILLIAM D. SPRAGUE, ESQ.
AMERISOURCE HEALTH CORPORATION
300 CHESTER FIELD PARKWAY
MALVERN, PA 19355
(610) 296-4480
(Address Including Zip Code, and Telephone Number, Including Area Code, of Agent
For Service)
_________________
Copies to:
CRAIG L. GODSHALL, ESQ.
DECHERT PRICE & RHOADS
4000 BELL ATLANTIC TOWER, 1717 ARCH STREET
PHILADELPHIA, PA 19103-2793
(215) 994-4000
_________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
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RESALE PROSPECTUS
-----------------
_______________
AMERISOURCE HEALTH CORPORATION
Traded on the New York Stock Exchange under the symbol "AAS"
1,000,000 SHARES OF COMMON STOCK
________________
. WHO IS OFFERING THE COMMON STOCK AND RECEIVING PROCEEDS FROM ANY SALES. The
shares of common stock described in this prospectus are being offered by
the Citicorp Foundation, which will receive all of the proceeds from any
sales. AmeriSource Health Corporation will not receive any of the proceeds.
. HOW SALES WILL BE MADE; PRICE OF SHARES. Citicorp Foundation may sell the
shares of common stock at various times and in various types of
transactions, including sales in the open market, sales in negotiated
transactions and sales by a combination of these methods. Shares may be
sold at the market price of the common stock at the time of a sale, at
prices relating to the market price over a period of time, or at prices
negotiated with the buyers of shares.
. FEES AND EXPENSES. Citicorp Foundation will pay all brokerage fees and
commissions and similar sale-related expenses. AmeriSource Health
Corporation is paying expenses relating to the registration of the shares
with the Securities and Exchange Commission.
BEFORE YOU INVEST, CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 2.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
____________________________
AmeriSource Health Corporation
300 Chester Field Parkway
Malvern, Pennsylvania 19355
Telephone: (610) 296-4480
THE DATE OF THIS PROSPECTUS IS DECEMBER 28, 1998.
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ABOUT AMERISOURCE HEALTH CORPORATION
AmeriSource Health Corporation, referred to in this prospectus as
"AmeriSource" or "the Company," is a wholesale distributor of pharmaceutical
products and related health care services in the United States. For information
about AmeriSource, you should refer to the Company's Annual Report on Form 10-K
for its fiscal year ended September 30, 1998 and other reports and information
filed with the Securities and Exchange Commission, or "SEC." Those reports and
information are incorporated by reference in this prospectus. For more
information about "incorporation by reference" and locating reports filed with
the SEC, see "Where You Can Find More Information" below.
AmeriSource Class A Common Stock, referred to in this prospectus as the
"common stock," is traded on the New York Stock Exchange under the ticker symbol
"AAS."
RISK FACTORS
An investment in shares of AmeriSource common stock involves a high degree of
risk. You should carefully consider the following factors as well as the other
information contained and incorporated by reference in this prospectus before
deciding to invest.
HIGH LEVELS OF DEBT AND INTEREST EXPENSE MAY AFFECT EARNINGS AND OPERATIONS
AmeriSource's high level of debt limits the Company's ability to borrow money,
restricts how the Company is operated and may place the Company at a competitive
disadvantage. AmeriSource was formed in 1988 through a leveraged buy-out.
Through bond issues and loans, AmeriSource borrowed approximately $545 million
to finance that acquisition. As of September 30, 1998, the Company's aggregate
long-term debt was $454 million and its stockholders' equity was $75 million.
The terms of the agreements governing the Company's debt contain many provisions
that limit the Company's ability to borrow money and restrict how the Company is
operated. Some of those provisions require the Company to maintain certain
ratios of income to debt, and to maintain specified levels of net worth. These
and other similar restrictions and requirements may adversely affect the
Company's financial condition and operating results. The Company may be at a
competitive disadvantage to competitors that do not have such high levels of
debt. In addition, some of the Company's loans have a floating interest rate,
which makes the Company vulnerable to interest rate increases.
INTENSE COMPETITION MAY ERODE PROFIT MARGINS
The wholesale distribution of pharmaceuticals, health and beauty aids, and
other healthcare products is highly competitive. AmeriSource competes with many
national and regional distributors, some of which are larger and have
substantially greater financial resources than AmeriSource. The Company's
national competitors include Bergen Brunswig Corporation, Cardinal Health, Inc.,
McKesson Corporation and Bindley Western Industries, Inc. In addition,
AmeriSource competes with local distributors, direct-selling manufacturers, and
other specialty distributors. The Company competes on the basis of price,
service and delivery, credit terms, breadth of product line, customer support,
and marketing programs. Competitive pressures have contributed to declines in
AmeriSource's gross profit margins on operating revenues--from 6.52% in fiscal
year 1991 to 5.70% in fiscal year 1995 and 4.91% in fiscal year 1998. Profit
margins may continue to decline in response to competition, and AmeriSource's
financial condition could be adversely affected as a result.
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KEY MANAGERS MAY LEAVE THE COMPANY
AmeriSource depends on its senior and regional management. If some of these
employees leave the Company, operating results could be adversely affected.
Although AmeriSource has employment contracts with its chief executive officer,
chief financial officer and executive vice president for marketing, the Company
cannot be assured that it will be able to retain these or any other key
employees.
ACQUISITION PLANS MAY FALL SHORT OF EXPECTATIONS
AmeriSource intends to expand into new geographic markets and to expand its
market share in existing markets, in part by acquiring strategically selected
drug wholesalers and by making investments in related businesses. This expansion
strategy may be hampered if the Company cannot identify suitable acquisition
targets or investments, or if the Company cannot complete acquisitions or make
investments on suitable terms. Some of the Company's loan agreements restrict
the Company's ability to make acquisitions. Also, it may be difficult to
integrate acquired businesses into AmeriSource's existing operations. From time
to time, the Company engages in discussions relating to strategic acquisitions
of other drug wholesalers and investments in related businesses. No substantive
negotiations for material acquisitions are pending.
PRICE OF COMMON STOCK MAY FALL
AmeriSource cannot predict the market price of its common stock. Sales of a
substantial amount of common stock, the availability of shares for sale, or the
perception that such sales might occur could reduce the market price of
AmeriSource common stock.
USE OF PROCEEDS
All shares of common stock sold pursuant to this prospectus will be sold by
Citicorp Foundation for its own account, and AmeriSource will not receive any of
the proceeds from such sales.
SELLING SECURITY HOLDER
The shares of common stock covered by this prospectus will have been
acquired by Citicorp Foundation from 399 Venture Partners, Inc. as a charitable
contribution in a transaction not subject to the Securities Act of 1933, as
amended. Citicorp Foundation is affiliated with 399 Venture Partners, Inc.,
which, as of the date of this prospectus, owns 6,721,073 shares of AmeriSource
common stock (including shares transferred to Citicorp Foundation). Immediately
prior to the offering of common stock covered by this prospectus, Citicorp
Foundation expects to own up to 1,000,000 shares of AmeriSource common stock.
All of the shares received by Citicorp Foundation may be offered for sale under
this prospectus by Citicorp Foundation for its own account and, assuming all
those shares are sold, Citicorp Foundation will not own any shares of
AmeriSource common stock following the offering covered by this prospectus.
Citicorp Foundation may sell the shares of common stock covered by this
prospectus at any time and from time to time. Therefore, AmeriSource cannot
estimate how many shares may be offered for sale at any given time.
PLAN OF DISTRIBUTION
The common stock covered by this prospectus may be sold in one or more
transactions through any of several methods, including open market transactions
on the New York Stock Exchange, in ordinary brokerage transactions or block
transactions, in negotiated transactions, through underwriters or a
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combination of such methods of sale, at market prices prevailing at the time of
sale, at prices relating to prevailing market prices or at negotiated prices
between the seller and buyers. Citicorp Foundation may effect such transactions
by selling shares through brokers or underwriters, who may act as principal or
agent or both agent and principal. Brokers and underwriters may receive
compensation from Citicorp Foundation not to exceed customary compensation for
the particular transaction.
WHERE YOU CAN FIND MORE INFORMATION
AmeriSource files annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any document
AmeriSource files at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. Please call the SEC at 800-SEC-0330 for further information
about the public reference room. SEC filings are also available to the public on
the SEC's web site at http://www.sec.gov.
AmeriSource has filed a registration statement on Form S-3 with the SEC to
register the shares offered by this prospectus. This prospectus is part of the
registration statement but, as permitted by SEC rules, this prospectus does not
contain all the information that you can find in the registration statement or
the exhibits to the registration statement.
The SEC allows the Company to "incorporate by reference" the information
that AmeriSource files with the SEC. This means that AmeriSource can disclose
important information to you by referring you to those filed documents. The
information incorporated by reference is considered to be a part of this
prospectus, except if it is superseded by information in this prospectus or by
later information that AmeriSource files with the SEC. Information that is filed
with the SEC after the date of this prospectus will automatically update and
supersede the information contained or incorporated by reference in this
prospectus.
The documents listed below are incorporated by reference in this
prospectus. In addition, any future filings AmeriSource may make with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
before the time that all of the shares offered by this prospectus have been sold
or de-registered, are incorporated by reference in this prospectus. The
following documents contain important information about AmeriSource and its
financial condition:
. AmeriSource's Annual Report on Form 10-K for the fiscal year
ended September 30, 1998, filed with the SEC on December 23, 1998
(SEC File No. 000-20485);
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. the description of AmeriSource's common stock contained in the
Company's Registration Statement on Form 8-A, filed May 14, 1996
(SEC File No. 000-20485), which incorporates by reference the
section entitled "Description of Capital Stock" in the Company's
Registration Statement on Form S-2 (SEC File No. 33-57513), filed
March 8, 1995, and including any amendment or report filed for
the purpose of updating such description.
You may request a copy of these filings, excluding all exhibits unless
an exhibit has been specifically incorporated by reference, at no cost, by
writing or telephoning the Company at:
AmeriSource Health Corporation
P.O. Box 959
Valley Forge, PA 19482
(610) 296-4480
Attention: General Counsel
When you are deciding whether to purchase the shares being offered by this
prospectus, you should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. AmeriSource has not authorized
anyone else to provide you with different information. This prospectus is not an
offer to sell shares of common stock in any state where such an offer is not
permitted. You should not assume that the information in this prospectus or any
supplement is accurate as of any date other than the date on the front of those
documents.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
The statements incorporated by reference or contained in this prospectus
discuss AmeriSource's future expectations, contain projections of its results of
operations or financial condition, and include other "forward-looking"
information within the meaning of Section 27A of the Securities Act of 1933, as
amended. The Company's actual results may differ materially from those expressed
in forward-looking statements made or incorporated by reference in this
prospectus. Forward-looking statements that express AmeriSource's beliefs,
plans, objectives, assumptions or future events or performance may involve
estimates, assumptions, risks and uncertainties. Therefore, AmeriSource's actual
results and performance may differ materially from those expressed in the
forward-looking statements. Forward-looking statements often, although not
always, include words or phrases such as the following:
. "will likely result"
. "are expected to"
. "will continue"
. "is anticipated"
. "estimate"
. "intends"
. "plans"
. "projection"
. "outlook"
You should not unduly rely on forward-looking statements contained or
incorporated by reference in this prospectus. Factors discussed in the following
documents describe various uncertainties, estimates, assumptions and risks which
may cause actual results or outcomes to differ materially from those
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expressed in forward-looking statements. You should read and interpret any
forward-looking statements together with these documents.
. AmeriSource's most recent annual report on Form 10-K
under the captions "Business" and "Management's
Discussion and Analysis of Financial Condition and
Results of Operations;"
. AmeriSource's quarterly reports on Form 10-Q;
. The risk factors contained in this prospectus under the
caption "Risk Factors;" and
. AmeriSource's other SEC filings.
Any forward-looking statement speaks only as of the date on which that
statement is made. AmeriSource will not update any forward-looking statement to
reflect events or circumstances that occur after the date on which such
statement is made.
DISCLOSURE OF SEC POSITION ON INDEMNIFICATION
FOR SECURITIES ACT VIOLATIONS
AmeriSource's Certificate of Incorporation and Bylaws provide for
indemnification of officers and directors in instances, among others, in which
they acted in good faith and in a manner they reasonably believed to be in, or
not opposed to, the Company's best interests and in which, with respect to
criminal proceedings, they had no reasonable cause to believe their conduct was
unlawful. The Company has also purchased insurance for its directors and
officers for certain losses arising from claims or charges made against them in
their capacities as directors and officers of AmeriSource.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of AmeriSource pursuant to the foregoing provisions, or otherwise, the
Company has been advised that, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable.
LEGAL MATTERS
On behalf of AmeriSource, Dechert Price & Rhoads, Philadelphia, Pennsylvania,
has issued a legal opinion on the validity of the common stock offered pursuant
to this prospectus. Barton J. Winokur, a partner of Dechert Price & Rhoads,
which performs various legal services for AmeriSource, is a director of the
Company and owns 34,750 shares of its common stock.
EXPERTS
The consolidated financial statements and schedules of AmeriSource Health
Corporation appearing in AmeriSource Health Corporation's Annual Report (Form
10-K) for the year ended September 30, 1998 have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such consolidated financial statements and
schedules are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an estimate of the expenses incurred by
AmeriSource in connection with the sale and distribution of the common stock
being registered in this registration statement.
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SEC registration fee............................ $17,411
Printing and engraving expenses................. 2,000
Legal fees and expenses......................... 30,000
Accounting fees and expenses.................... 35,000
Miscellaneous................................... 2,000
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Total.................................. $86,411
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to information provided under Item 6 of the Company's
Registration Statement on Form S-8 (SEC File No. 333-45547), filed with the SEC
on February 3, 1998, which information is incorporated herein by reference.
ITEM 16. EXHIBITS.
The following exhibits have been previously filed, unless otherwise
indicated.
Exhibit
Number Description
- ------ -----------
4.1 Certificate of Incorporation of the Company, as amended (incorporated
by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-
K for the year ended September 30, 1995 (SEC File No. 000-20485)).
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1, Amendment No. 1 (SEC
File No. 33-44244)).
4.3 Form of the Company's Class A Common Stock, $0.01 par value per share
(incorporated by reference to Exhibit 4.10 to the Company's
Registration Statement on Form S-2, Amendment No. 2 (SEC File No. 33-
57513)).
5 Opinion of Dechert Price & Rhoads.
23.1 Consent of Dechert Price & Rhoads (included in Exhibit 5).
23.2* Consent of Ernst & Young LLP.
24 Power of Attorney.
- -------------
*: Filed herewith.
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ITEM 17. UNDERTAKINGS.
(a) The undersigned egistrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the SEC by the
Company pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, and that are incorporated by
reference in this registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue .
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Malvern and Commonwealth
of Pennsylvania on December 28, 1998.
AMERISOURCE HEALTH CORPORATION
By:/s/ R. David Yost
-------------------------------------
R. David Yost
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
NAME Title DATE
---- ----- ----
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/s/ R. David Yost President and Chief Executive December 28, 1998
- ------------------------------- Officer and Director (principal
R. David Yost executive officer)
* Chairman of the Board
- -------------------------------
Lawrence C. Karlson
* Director
- -------------------------------
Richard C. Gozon
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* Director
- ------------------------------
George Strong
* Director
- ------------------------------
James A. Urry
* Director
- ------------------------------
Barton J. Winokur
* Senior Vice President, Chief
- ------------------------------ Financial Officer (principal
Kurt J. Hilzinger financial officer)
* Vice President and Controller
- ------------------------------ (principal accounting officer)
Michael D. DiCandilo
*: By: /s/R. David Yost December 28, 1998
--------------------
R. David Yost
Attorney-in-fact
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Exhibit 23.2
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3, No. 333-67985) and
related Prospectus of AmeriSource Health Corporation for the registration of
1,000,000 shares of its common stock and to the incorporation by reference
therein of our report dated November 3, 1998 (except for Note 13, as to which
the date is December 8, 1998), with respect to the consolidated financial
statements and schedules of AmeriSource Health Corporation included in its
Annual Report (Form 10-K) for the year ended September 30, 1998, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
December 28, 1998
