<PAGE>
As filed with the Securities and Exchange Commission on June 22, 1999
Registration No. 333-79591
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERISOURCE HEALTH CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 5122 23-2546940
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction Classification Code Number) Identification No.)
of Incorporation or
Organization)
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300 Chester Field Parkway
Malvern, Pennsylvania 19355
(610) 296-4480
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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WILLIAM D. SPRAGUE, ESQ.
AmeriSource Health Corporation
300 Chester Field Parkway
Malvern, Pennsylvania 19355
(610) 296-4480
(Name, address including zip code, and telephone number, including area code,
of agent for service)
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With Copies to:
CRAIG L. GODSHALL, ESQ. JAMES M. ASH, ESQ.
Dechert Price & Rhoads Blackwell Sanders Peper Martin LLP
4000 Bell Atlantic Tower 2300 Main, Suite 1000
1717 Arch Street Kansas City, Missouri 64108
Philadelphia, Pennsylvania 19103 (816) 983-8000
(215) 994-4000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after all conditions to the merger of Hawk Acquisition Corp. with
and into C.D. Smith Healthcare, Inc. have been satisfied or waived.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 333-79591
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits
The following exhibits are filed herewith or incorporated herein by
reference.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
2 Amended and Restated Agreement and Plan of Reorganization by and among
AmeriSource Health Corporation, Hawk Acquisition Corp., C.D. Smith
Healthcare, Inc. and a Person to be Designated Escrow Agent, dated as
of April 28, 1999, as amended and restated as of May 27, 1999
(included as Annex A to the prospectus filed in Part I of this
Registration Statement).
3.1* Restated Certificate of Incorporation of the Company, as amended.
3.2 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).
4.1 Receivables Purchase Agreement, dated as of December 13, 1994 between
AmeriSource, as Seller and AmeriSource Receivables Corporation, as
Purchaser (incorporated by reference to Exhibit 4.11 to Registrant's
Annual Report on Form 10-K for the fiscal year ended September 30,
1994).
4.2 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 Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1994).
4.3 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 Registrant's
Annual Report on Form 10-K for the fiscal year ended September 30,
1994).
4.4 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 Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1994).
4.5 Credit Agreement, dated as of January 8, 1997 among AmeriSource
Corporation as Borrower, AmeriSource Health Corporation and Certain
Subsidiaries and Affiliates, as Guarantors and Nations Bank, N.A. as
Administrative Agent (incorporated by reference to Exhibit 4.14 to
Registrant's Quarterly Report Form 10-Q for its fiscal quarter ended
December 31, 1996).
4.6 Amendment No. 1, dated as of February 26, 1997 to the January 1997
Credit Agreement (incorporated by reference to Exhibit 4.15 to
Registrant's Quarterly Report on Form 10-Q for its fiscal quarter
ended March 31, 1997).
</TABLE>
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<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
4.7 Amendment to Pooling and Servicing Agreement and Receivables Purchase
Agreement, dated as of March 5, 1997 among AmeriSource Receivables
Corporation, AmeriSource Corporation, and Manufacturers and Traders
Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to
Registrant's Quarterly Report on Form 10-Q for its fiscal quarter
ended June 30, 1997).
4.8 Certificate Purchase Agreement, dated as of April 11, 1997, among
AmeriSource Corporation, AmeriSource Receivables Corporation, BT
Securities Corporation, Bankers Trust International PLC, and Bankers
Trust Australia Limited (incorporated by reference to Exhibit 4.2 to
Registrant's Quarterly Report on Form 10-Q for its fiscal quarter
ended June 30, 1997).
4.9 Amendment to Pooling and Servicing Agreement and Receivables Purchase
Agreement dated as of April 17, 1997 among AmeriSource Receivables
Corporation, AmeriSource Corporation, and Manufacturers and Traders
Trust Company, as Trustee (incorporated by reference to Exhibit 4.3 to
Registrant's Quarterly Report on Form 10-Q for its fiscal quarter
ended June 30, 1997).
4.10 Series 1997-1 Supplement to Pooling and Servicing Agreement dated as
of April 17, 1997 among AmeriSource Receivables Corporation as
Transferor, AmeriSource Corporation as initial Servicer and
Manufacturers and Traders Trust Company as Trustee (incorporated by
reference to Exhibit 4.4 to Registrant's Quarterly Report on Form 10-Q
for its fiscal quarter ended June 30, 1997).
4.11 Amendment No. 3, dated October 1997, to the January 1997 Credit
Agreement (incorporated by reference to Exhibit 4.15 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998).
4.12 Amendment No. 4, dated November 1998, to the January 1997 Credit
Agreement (incorporated by reference to Exhibit 4.17 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998).
4.13* Receivables Purchase Agreement among AmeriSource Receivables Financial
Corporation, as Seller, AmeriSource Corporation, as Guarantor,
Delaware Funding Corporation, as Buyer, and Morgan Guaranty Trust
Company of New York, as Administrative Agent, dated as of May 14,
1999.
4.14* Purchase Agreement between Amerisource Corporation, as Seller, and
AmeriSource Receivable Financial Corporation, as Payer, dated as of
May 14, 1999.
5* Opinion of Dechert Price & Rhoads.
8.1* Opinion of Dechert Price & Rhoads.
8.2* Opinion of Blackwell Sanders Peper Martin LLP.
10.1 AmeriSource Master Pension Plan (incorporated by reference to Exhibit
10.9 to the Registration Statement on Form S-1, Registration No. 33-
27835, filed March 29, 1989).
10.2 AmeriSource 1988 Supplemental Retirement Plan (incorporated by
reference to Exhibit 10.10 to the Registration Statement on Form S-1,
Registration No. 33-27835, filed March 29, 1989).
</TABLE>
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<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
10.3 Form of Take-Along and Registration Rights Agreement between
Registrant and Citicorp Venture Capital Ltd. (incorporated by
reference to Exhibit 4.19 to Amendment No. 2, filed September 7, 1989,
to the Registration Statement on Form S-1, Registration No. 33-27835).
10.4 Agreement, dated October 14, 1994, among certain manufacturers and
wholesalers of prescription products, including AmeriSource
(incorporated by reference to Exhibit 10.13 to Registrant's Annual
Report on Form 10-K for the fiscal year ended September 30, 1994).
10.5 Registrant's 1995 Stock Option Plan (incorporated by reference to
Exhibit 10.16 to Amendment No. 2 to the Registrant's Registration
Statement on Form S-2 dated April 3, 1995, Registration No. 33-57513).
10.6 Registrant's Non-Employee Directors Stock Option Plan (incorporated by
reference to Exhibit 10.17 to Amendment No. 2 to the Registrant's
Registration Statement on Form S-2 dated April 3, 1995, Registration
No. 33-57513).
10.7 Registration Rights Agreement dated as of March 30, 1995 among
Registrant and 399 Venture Partners, Inc. (incorporated by reference
to Exhibit 10.18 to Amendment No. 2 to the Registrant's Registration
Statement on Form S-2 dated April 3, 1995, Registration No. 33-57513).
10.8 Employment Agreement, dated September 4, 1997, between AmeriSource and
R. David Yost (incorporated by reference to Exhibit 10.12 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997).
10.9 Employment Agreement, dated September 4, 1997, between AmeriSource and
David M. Flowers (incorporated by reference to Exhibit 10.13 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997).
10.10 Employment Agreement, dated September 4, 1997, between AmeriSource and
Kurt J. Hilzinger (incorporated by reference to Exhibit 10.14 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997).
10.11 AmeriSource Health Corporation 1996 Stock Option Plan (incorporated by
reference to Appendix C to Registrant's Proxy Statement dated January
15, 1997 for the Annual Meeting of Stockholders held on February
11,1997).
10.12 AmeriSource Health Corporation 1996 Non-Employee Directors Stock
Option Plan (incorporated by reference to Appendix D to Registrant's
Proxy Statement dated January 15, 1997 for the Annual Meeting of
Stockholders held on February 11, 1997).
10.13 1996 Amendment to the AmeriSource Health Corporation 1995 Stock Option
Plan (incorporated by reference to Appendix A to Registrant's Proxy
Statement dated January 15, 1997 for the Annual Meeting of
Stockholders held on February 11, 1997).
10.14 Consulting Agreement, dated October 31, 1997, between AmeriSource
Corporation and John F. McNamara (incorporated by reference to Exhibit
10.18 to Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1997).
10.15* Form of Voting/Support Agreement among AmeriSource Health Corporation,
Hawk Acquisition Corp. and certain executives of C.D. Smith.
10.16* Form of Voting/Support Agreement among AmeriSource Health Corporation,
Hawk Acquisition Corp. and Churchill ESOP Capital Partners.
</TABLE>
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<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
10.17* C.D. Smith Healthcare, Inc. Employee Stock Ownership Plan, dated
January 1, 1987, as restated on December 10, 1991.
10.18* Amendment, dated October 1, 1992 to the C.D. Smith Healthcare, Inc.
Employee Stock Ownership Plan.
10.19* Amendment, dated December 2, 1994, to the C.D. Smith Healthcare, Inc.
Employee Stock Ownership Plan.
10.20* Amendment, dated October 1, 1996, to the C.D. Smith Healthcare, Inc.
Employee Stock Ownership Plan.
10.21* Amendment, dated January 1, 1998, to the C.D. Smith Healthcare, Inc.
Employee Stock Ownership Plan.
10.22 AmeriSource Health Corporation 1999 Non-Employee Directors Stock
Option Plan (incorporated by reference to Appendix C to Registrant's
Proxy Statement dated February 5, 1999 for the Annual Meeting of
Stockholders held on March 3, 1999).
10.23 AmeriSource Health Corporation 1999 Stock Option Plan (incorporated by
reference to Appendix B to Registrant's Proxy Statement dated February
5, 1999 for the Annual Meeting of Stockholders held on March 3, 1999).
21 Subsidiaries of the Registrant (incorporated by reference to Exhibit
21 of Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1998).
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Ernst & Young LLP.
23.3 Consent of Dechert Price & Rhoads (included in Exhibit 5).
23.4 Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit
8.2).
24* Power of Attorney.
99.1* C.D. Smith proxy card.
99.2* C.D. Smith ESOP direction form.
99.3* Consent of BT Alex. Brown Incorporated.
99.4 Letter to shareholders of C.D. Smith Healthcare, Inc.
</TABLE>
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* Previously filed
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Malvern, Commonwealth of
Pennsylvania on June 22, 1999.
Amerisource Health Corporation
/s/ R. David Yost
By: _________________________________
R. David Yost
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ R. David Yost President and Chief June 22, 1999
______________________________________ Executive Officer and
R. David Yost Director (principal
executive officer)
* Chairman of the Board June 22, 1999
______________________________________
Lawrence C. Karlson
* Director June 22, 1999
______________________________________
Bruce C. Bruckmann
* Director June 22, 1999
______________________________________
Michael A. Delaney
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
* Director June 22, 1999
______________________________________
Richard C. Gozon
* Director June 22, 1999
______________________________________
Edward E. Hagenlocker
* Director June 22, 1999
______________________________________
George Strong
* Director June 22, 1999
______________________________________
James A. Urry
* Director June 22, 1999
______________________________________
Barton J. Winokur
/s/ George L. James, III Vice President and Chief June 22, 1999
______________________________________ Financial Officer
George L. James, III (principal financial
officer)
/s/ Michael D. DiCandilo Vice President and June 22, 1999
_____________________________________ Controller (principal
Michael D. DiCandilo accounting officer)
</TABLE>
/s/ R. David Yost
* By:____________________________
R. David Yost
Attorney-in-Fact
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<PAGE>
EXHIBIT 99.4
AmeriSource Health Corporation C.D. Smith Healthcare, Inc.
300 Chester Field Parkway 3907 S. 48th Terrace, P.O. Box 789
Malvern, Pennsylvania 19355 St. Joseph, Missouri 64503
June 22, 1999
SHAREHOLDERS OF C.D. SMITH HEALTHCARE, INC.
Re: Proposed Merger between C.D. Smith Healthcare, Inc.
and AmeriSource Health Corporation
----------------------------------------------------
Dear Shareholders:
In connection with the proposed merger between C.D. Smith Healthcare,
Inc. and AmeriSource Health Corporation, we would like to advise you of a change
that will take place at the time of the consummation of the merger. Article VII
of the merger agreement currently provides that Mr. Eric Farley will be the
"Stockholder Representative" for the shareholders of C.D. Smith, and in this
role, Mr. Farley is authorized to give and receive notices and communications on
behalf of C.D. Smith's shareholders and to authorize delivery to AmeriSource any
shares of AmeriSource common stock required to be delivered to AmeriSource from
the escrow funds.
Due to personal reasons, Mr. Farley has decided to withdraw from this
role. Therefore, prior to the effective time of the merger we intend to amend
the merger agreement to name Mr. Robert Orr as the Stockholder Representative.
We are excited about the proposed merger between C.D. Smith and
AmeriSource and hope that you share our belief that combining the operations of
the companies will enhance the performance of both C.D. Smith and AmeriSource.
We look forward to the shareholders' meeting on July 7, 1999, and hope that you
will vote FOR the proposed merger.
Sincerely, Sincerely,
R. David Yost Robert C. Farley
President and Chief Executive Officer Chairman of the Board, President and
AmeriSource Health Corporation Chief Executive Officer
C.D. Smith Healthcare, Inc.
