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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): December 4, 2000
AmeriSource Health Corporation
(Exact name of Registrant as specified in its charter)
Delaware 33-27835-01 23-2546940
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation or Organization) Identification No.)
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P.O. Box 959
Valley Forge, Pennsylvania 19482
(Address of Principal Executive Offices)
(610) 727-7000
(Registrant's telephone number, including area code)
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Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On December 4, 2000, AmeriSource Health Corporation announced that it is
planning to issue $200 million of Convertible Subordinated Notes due 2007 in a
private placement. A copy of the press release is filed as Exhibit 99.1 to this
Report.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
99.1 Press Release dated December 4, 2000
99.2 Certain information which may be disclosed to prospective
purchasers of convertible subordinated notes not previously
publicly reported
Item 9. Regulation FD Disclosure
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In connection with the issuance of convertible subordinated notes reported
under Item 5 above, the Company expects to disclose to prospective purchasers
certain information that has not been previously publicly reported. A copy of
such information is attached as Exhibit 99.2 to this Report. The Company also
reaffirms the information it provided to the investment community during its
November 2, 2000 live webcast conference call discussing its results for the
fiscal year ended September 30, 2000. An online replay of the webcast can be
found at the Company's website: www.amerisource.com. This replay will continue
to be available through approximately December 15, 2000.
Certain information contained in this Report includes forward-looking
statements (as defined in Section 27A of the Securities Act and Section 21E of
the Exchange Act) that reflect the Company's current views with respect to
future events and financial performance. Certain factors such as competitive
pressures, success of restructuring or systems initiatives, market interest
rates, regulatory changes, continued industry consolidation, changes in customer
mix, changes in pharmaceutical manufacturers' pricing and distribution policies,
changes in U.S. government policies, customer insolvencies, the loss of one or
more key customer or supplier relationships and other matters contained in the
Company's 10-K for fiscal year 1999 and other public documents could cause
actual results to differ materially from those in the forward-looking
statements. The Company assumes no obligation to update the matters discussed in
this Report.
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AMERISOURCE HEALTH CORPORATION
December 4, 2000 By: /s/ George L. James III
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George L. James III
Vice President and Chief Financial Officer
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EXHIBIT INDEX
Number Exhibit
99.1 Press Release dated December 4, 2000
99.2 Certain information which may be disclosed to prospective purchasers
of convertible subordinated notes not previously publicly reported
