<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 1998
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
D & K HEALTHCARE RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 5122 43-1465483
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
8000 MARYLAND AVENUE, SUITE 920, ST. LOUIS, MISSOURI 63105
(314) 727-3485
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
______________________
J. HORD ARMSTRONG, III
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
D & K HEALTHCARE RESOURCES, INC.
8000 MARYLAND AVENUE, SUITE 920, ST. LOUIS, MISSOURI 63105
(314) 727-3485
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
__________________________
WITH COPIES TO:
JOHN L. GILLIS, JR., ESQ.
ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS
ONE METROPOLITAN SQUARE, SUITE 2600
ST. LOUIS, MISSOURI 63102-2740
(314) 621-5070
____________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. [ ]
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 OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. [X]
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 EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]_______
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(c)
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 DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX.[ ]
__________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Proposed Maximum Proposed Maximum
Title Of Each Class Of Amount To Be Offering Price Aggregate Amount Of
Securities To Be Registered Registered Per Share* Offering Price* Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share................................ 59,880 shares $19.6875 $1,178,888 $348
=============================================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act and based upon the average of the high
and low prices on the Nasdaq National Market on June 12, 1998.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JUNE 15, 1998
PROSPECTUS
59,880 SHARES
D & K HEALTHCARE RESOURCES, INC.
COMMON STOCK
______________
This Prospectus relates to 59,880 shares (the "Shares") of the Common Stock
of D & K Healthcare Resources, Inc., a Delaware corporation (the "Company"),
being registered by the Company pursuant to the terms of a Promissory Note dated
March 17, 1998 (the "Note") executed by the Company in favor of Ricky Plotnick
(the "Selling Stockholder"). See "Selling Stockholder."
The Shares may be offered for sale by the Selling Stockholder from time to
time in transactions on the Nasdaq National Market or in privately negotiated
transactions at fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Stockholder may effect such transactions by
selling the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholder or the purchasers of the Shares for whom such
broker-dealers may act as agent or to whom they sell as principal or both (which
compensation to a particular broker-dealer might be in excess of customary
commissions). See "Selling Stockholder" and "Plan of Distribution."
This Prospectus may be used by the Selling Stockholder or by any
broker-dealer who may participate in sales of the Shares. The Selling
Stockholder will pay all commissions, transfer taxes and other expenses
associated with the sale of the Shares by him.
The Company will not receive any of the proceeds from the sale of the
Shares being sold by the Selling Stockholder. The Company has agreed to bear
certain expenses in connection with the registration of the Shares being sold by
the Selling Stockholder.
The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol "DKWD." On June 11, 1998, the closing sale price of the Common Stock
on Nasdaq was $20.00 per share.
The Company does not know whether or when any offers or sales of the
Shares covered by this Prospectus will be made, or what the price, terms or
conditions of any such offers or sales will be.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE INFORMATION DISCUSSED
UNDER THE CAPTION "RISK FACTORS" AT PAGE 5.
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________
THE DATE OF THIS PROSPECTUS IS JUNE , 1998
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), a Registration Statement on Form S-3 (together with all amendments,
supplements, exhibits and schedules thereto, the "Registration Statement") with
respect to the securities offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement, certain items of
which are omitted in accordance with the rules and regulations of the
Commission. Reference is made to such Registration Statement for further
information pertaining to the Company and the Shares. Statements contained in
this Prospectus regarding the contents of any agreement or other document are
not necessarily complete, and in each instance reference is made to the copy of
such agreement or other document filed or incorporated by reference as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference. The Registration Statement may be inspected
without charge at the office of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies of all or any part thereof may be obtained
from the Commission at prescribed rates.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company with the Commission may be inspected and
copied at the offices of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at 7 World
Trade Center, Suite 1300, New York, New York 10048 and 500 West Madison St.,
Suite 1400, Chicago, Illinois 60661. Copies of such materials may also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports,
proxy and information statements and other information concerning the Company
may be inspected at the offices of Nasdaq at 1735 K Street, N.W., Washington,
D.C. 20006. The Company is required to file electronic versions of certain
documents through the Commission's Electronic Data Gathering, Analysis and
Retrieval (EDGAR) system. The Commission maintains a World Wide Web site at that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
2
<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
March 28, 1997 filed with the Commission on June 26 1997;
(2) The Company's Definitive Proxy Statement on Schedule 14A
filed with the Commission on July 11, 1997;
(3) The Company's Amendment to its Annual Report on Form 10-KA
for the year ended March 28, 1997 filed with the Commission
on March 30, 1998;
(4) The Company's Report on Form 8-K filed with the Commission
on July 11, 1997;
(5) The Company's Transition Report on Form 10-Q for the
transition period from March 29, 1997 to June 30, 1997 filed
with the Commission on August 14, 1997;
(6) The Company's Transition Report on Form 10-Q/A for the
transition period from March 29, 1997 to June 30, 1997 filed
with the Commission on August 18, 1997;
(7) The Company's Report on Form 8-K filed with the Commission
on October 2, 1997;
(8) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997 filed with the Commission on
November 12, 1997;
(9) The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1997 filed with the Commission on February
13, 1998;
(10) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998 filed with the Commission on May 14,
1998; and
(11) The description of the Company's Common Stock set forth in
the Company's Registration Statement on Form S-1 dated
September 1, 1992 (File No. 33-48730), including any
amendment or reports filed for the purpose of updating such
description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the termination of the offering of the Shares registered
hereby shall be deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the foregoing documents
incorporated by reference into this Prospectus (without exhibits to such
documents other than exhibits specifically incorporated by reference into such
documents). All such requests shall be directed to: D & K Healthcare Resources,
Inc., 8000 Maryland Avenue, Suite 920, St. Louis, Missouri 63105, attention:
Daniel E. Kreher, Telephone: (314) 727-3485.
3
<PAGE> 5
THE COMPANY
The Company is a regional wholesale distributor of pharmaceutical and
related health care products. From its facilities in Cape Girardeau, Missouri,
Lexington, Kentucky and Minneapolis, Minnesota, the Company distributes a broad
range of pharmaceuticals, health and beauty aids and related products to its
customers in 20 states in the Midwest and South. The Company's customer base
includes independent drug stores, chain drug companies, hospitals, alternate
site care facilities and organizations specializing in managed care. Through its
wholly owned Viking Computer Services subsidiary, the Company offers
SCRIPTMASTER, a sophisticated pharmacy systems software product. The Company
also owns a 50% equity interest in Pharmaceutical Buyers, Inc. ("PBI"), a
leading alternate site group purchasing organization ("GPO").
The Company was organized in December 1987 by J. Hord Armstrong, III, the
Chairman and Chief Executive Officer of the Company, and another individual in
order to acquire Delta Wholesale Drug, Inc. ("Delta") and W. Kelly Company
("Kelly"). Delta and Kelly were merged into the Company in April 1993. In August
1997, the Company changed its corporate name from "D & K Wholesale Drug, Inc."
to "D & K Healthcare Resources, Inc."Unless the context otherwise indicates,
references to the "Company" refer to D & K Healthcare Resources, Inc. and its
present and former subsidiaries.
Building upon its strength with independent and chain drug pharmacies,
the Company is actively involved in expanding business with customers in the
Managed Care market sectors. The Company's marketing program to customers in
each of these sectors emphasizes customer benefits of the Company's cost
competitiveness and advanced systems, such as the Company's PARTNERS and FOCUS
software programs for pharmacies and its proprietary RESOURCE(TM) software
system which enables hospitals and managed care organizations, as well as
retailers, to order from the Company electronically, obtain the best price
available, maintain contract compliance and better manage their purchasing
functions. The Company's goal is for each of the independent retail pharmacy,
the retail pharmacy chain and the hospital, clinic and managed care markets to
account for approximately 33% of the Company's net sales.
The Company is a Delaware corporation with its principal executive office
located at 8000 Maryland Avenue, Suite 920, St. Louis, Missouri 63105; its
telephone number is (314) 727-3485.
4
<PAGE> 6
RISK FACTORS
Prospective investors should carefully consider the following risk factors
in addition to the other information set forth in this Prospectus, in evaluating
the Company and its business before purchasing shares of the Common Stock
offered hereby. This Prospectus contains forward-looking statements that involve
risks and uncertainties. Future events and the Company's actual results could
differ materially from those contemplated by such forward-looking statements. It
should be recognized that risks in addition to those set forth below may be
significant, presently or in the future, and the risks set forth below may
affect the Common Stock or the Company to a greater or lesser extent than
indicated.
COMPETITION
The wholesale distribution of pharmaceuticals, health and beauty aids,
and other healthcare products is highly competitive, with national and regional
distributors competing primarily on the basis of service and price. Other
competitive factors include delivery service, credit terms, breadth of product
line, customer support and merchandising and marketing programs. The Company
competes with large, national distributors such as McKesson Corporation, Bergen
Brunswig Corporation, Cardinal Health, Inc., Bindley-Western Industries, Inc.
and AmeriSource Health Corporation, as well as with local and regional
wholesalers, manufacturers and mail order and specialty distributors. Certain of
the Company's competitors have significantly greater financial and marketing
resources than the Company. There can be no assurance that the Company will not
encounter increased competition in the future that could adversely affect the
Company's business.
REGULATORY MATTERS
The Company, as a distributor of certain controlled substances and
prescription pharmaceuticals, is required to register with and obtain licenses
and permits from certain federal and state agencies and must comply with
operating and security measures prescribed by those agencies. The Company is
also subject to the 1987 Prescription Drug Marketing Act, an amendment to the
federal Food, Drug and Cosmetic Act, which regulates certain conditions
pertaining to the purchase and distribution of prescription pharmaceuticals. The
Company believes that it is in substantial compliance with all federal and state
statutes and regulations concerning its activities. There can be no assurance
that future changes in applicable laws or regulations will not have an adverse
effect on the Company's business.
NO ASSURANCE OF SUCCESSFUL EXPANSION THROUGH ACQUISITIONS
One aspect of the Company's growth and operating strategy is to expand
within its geographic markets and into contiguous markets through selected
acquisitions of other drug wholesalers and companies in related businesses, as
well as through internal growth. There can be no assurance, however, that
suitable acquisition candidates will be identified, that acquisitions can be
consummated on acceptable terms, that appropriate financing can be arranged or
that any acquired companies can be integrated successfully into the Company's
operations. Failure to accomplish future acquisitions could limit the Company's
revenues and earnings potential. Although the Company regularly reviews
possible acquisition candidates, no negotiations by the Company are currently
pending, and the Company has no commitments, understandings or arrangements
with respect to any specific acquisitions.
DEPENDENCE ON KEY PERSONNEL
The Company is dependent on the services of its senior management, the
loss of certain members of whom could adversely affect the Company. None of the
Company's senior management have entered into employment agreements or
non-competition agreements with the Company. There can be no assurance that the
services of these individuals or any other members of senior management will
continue to be available to the Company.
DEPENDENCE ON SUPPLY CONTRACTS
The Company has supply agreements with substantially all leading
manufacturers for the wholesale purchase of pharmaceuticals and other products.
During fiscal 1997, the Company's 10 largest suppliers accounted for more than
45% (by dollar volume) of the Company's purchases. The loss of a contract with a
principal supplier could possibly adversely affect the Company's business,
because many suppliers are the sole manufacturers of certain pharmaceuticals
under their exclusive patents. To continue serving its
5
<PAGE> 7
customers, the Company would have to purchase these patented pharmaceuticals
from other distributors on less favorable terms. The majority of the Company's
contracts with suppliers are terminable upon 30 days' notice by either party.
CLASSIFIED BOARD OF DIRECTORS
The Company's Certificate of Incorporation provides that the Board of
Directors of the Company is divided into three classes, with three-year
staggered terms. The classified board provision could increase the likelihood
that, in the event an outside party acquired a controlling block of the
Company's stock, incumbent directors nevertheless would retain their positions
for a substantial period, which may have the effect of discouraging, delaying or
preventing a change in control of the Company. The possible impact on takeover
attempts could adversely affect the price of the Common Stock.
NO DIVIDENDS
The Company has never paid a dividend and currently anticipates that,
after completion of the Offering, all of its earnings will be retained for
development and expansion of the Company's business and does not anticipate
paying any cash dividends on the Common Stock in the foreseeable future.
CHANGING UNITED STATES HEALTHCARE ENVIRONMENT
In recent years, the healthcare industry has undergone significant change
driven by various efforts to reduce costs, including potential national
healthcare reform, trends toward managed care, cuts in Medicare, consolidation
of pharmaceutical and medical/surgery supply distributors and the development of
large, sophisticated purchasing groups. The Company cannot predict whether any
healthcare reform efforts will be enacted and what effect or to what extent any
such reforms may have on the Company, its practices and products or its
customers and suppliers. Changes in governmental support of healthcare services,
the method by which such services are delivered, the prices for such services or
other legislation or regulations governing such services or mandated benefits
may have a material adverse effect on the Company's results of operations.
DEPENDENCE ON PAYORS AND REIMBURSEMENT RELATED RISKS
The profitability of the Company depends in part on reimbursement provided
by third party payors. Efforts by traditional third party payors to contain or
reduce healthcare costs and the increasing influence of managed care payors such
as health maintenance organizations in recent years have resulted in reduced
rates of reimbursement. If these trends continue, they could adversely affect
the Company's results of operations unless the Company can implement measures to
offset the loss of revenues and decreased profitability.
RISKS RELATED TO SHIPPING
Shipping is a significant expense in the operation of the Company's
business. Accordingly, any significant increase in shipping rates could have an
adverse affect on the Company's results of operations. Similarly, strikes or
other service interruptions by the Company's shippers would adversely affect the
Company's ability to deliver products to its customers on a timely basis and
could adversely affect the Company's relations with its customers.
RISK OF PROFESSIONAL LIABILITY; AVAILABILITY OF INSURANCE
The Company's business exposes it to risks that are inherent in the
distribution or provision of pharmaceuticals and the provision of ancillary
services. Although the Company currently maintains professional liability and
products liability insurance, there can be no assurance that the coverage limits
of such insurance will be adequate to protect the Company against future claims.
In addition, there can be no assurance that the Company will be able to maintain
professional liability insurance in the future on acceptable terms or with
adequate coverage against potential liabilities.
CONCENTRATION OF CUSTOMERS
During fiscal 1997, the Company's largest 10 customers accounted for
approximately 47.2% of the Company's total net sales. Significant declines in
the level of purchases by one or more of these customers could have a material
adverse affect on the Company's business and results of operations.
Additionally, an adverse change in the financial condition of any of these
customers, including an adverse change as a result of a change in governmental
or private reimbursement programs, could have a material adverse effect on the
Company.
SEASONALITY
The Company's business has been subject to slight seasonal selling
patterns. In particular, pharmaceuticals sales tend to increase during the fall
and winter months due to greater incidence of colds and flu.
6
<PAGE> 8
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by
the Selling Stockholder.
The Company will bear all costs (excluding any brokerage fees,
underwriting discounts and selling commissions and expenses incurred by the
Selling Stockholder for legal services), fees and expenses incurred in effecting
the registration of the Shares covered by this Prospectus, including, without
limitation, all registration and filing fees required under federal and state
securities laws, fees and expenses of counsel for the Company and fees and
expenses of accountants for the Company.
SELLING STOCKHOLDER
The following table sets forth, to the knowledge of the Company, certain
information regarding beneficial ownership of the Common Stock of the Company by
the Selling Stockholder and as adjusted to give effect to the sale of all of the
Shares being registered hereby. The Shares are being registered to permit public
secondary trading of the Shares, and the Selling Stockholder may offer the
Shares for resale from time to time. The Shares are being registered by the
Company pursuant to the terms of the Note.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED PRIOR MAXIMUM SHARES BENEFICIALLY
TO OFFERING (1)(2) NUMBER OF OWNED
------------------------------- SHARES AFTER OFFERING
BEING -------------------
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
- ---- ------ ----------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Ricky Plotnick 151,580 4.14% 59,880 91,700 2.51%
</TABLE>
(1) Represents sole voting and investment power.
(2) Includes the 59,880 shares being offered hereby and 30,000
shares subject to options held by the Selling Stockholder.
7
<PAGE> 9
PLAN OF DISTRIBUTION
The Company has been advised that the Selling Stockholder may sell Shares
from time to time in transactions on the Nasdaq National Market, in privately
negotiated transactions, or a combination of such methods of sale, at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
Selling Stockholder may effect such transactions by selling the Shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholder or
the purchasers of the Shares for whom such broker-dealer may act as agent or to
whom they sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions).
The Selling Stockholder and any broker-dealers who act in connection with
the sale of Shares hereunder may be deemed to be "underwriters" as the term is
defined in the Securities Act and any commissions received by them as profit or
any resale of the Shares as principal might be deemed to be underwriting
discounts or commissions under the Securities Act. The Company knows of no
existing arrangements between the Selling Stockholder and any other
stockholder, broker-dealer, underwriter or agent relating to the sale or
distribution of the Shares.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Armstrong, Teasdale, Schlafly & Davis, St. Louis,
Missouri, a partnership including professional corporations.
EXPERTS
The consolidated financial statements of the Company and the schedule
thereto included or incorporated by references in the Company's Annual
Report on on Form 10-K for the fiscal year ended March 27, 1998, as amended,
have been audited by Arthur Andersen LLP, independent public accountant, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
8
<PAGE> 10
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY THE SELLING STOCKHOLDER. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
TO ANY PERSON BY ANYONE IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY OFFER OR SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT
TO THE DATE OF THIS PROSPECTUS.
----------------
TABLE OF CONTENTS
Page
Available
Information.................................. 2
Incorporation of Certain
Documents by Reference..................... 3
The Company.................................. 4
Risk Factors................................. 5
Use of Proceeds.............................. 7
Selling Stockholder.......................... 7
Plan of Distribution......................... 8
Legal Matters................................ 8
Experts...................................... 8
---------------
59,880 SHARES
D & K HEALTHCARE
RESOURCES, INC.
COMMON STOCK
-------------------
P R O S P E C T U S
-------------------
June , 1998
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<S> <C>
SEC Registration Fee.................................................$ 348
Nasdaq National Market Listing Fee................................... 2,000
Legal Fees and Expenses.............................................. 4,200
Auditors' Fees and Expenses.......................................... 5,000
Miscellaneous Expenses............................................... 1,452
Total................................................................$ 13,000
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides, in general, that a corporation incorporated under the laws of the
State of Delaware, such as the Company, may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner that such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. In the case of an action by or in the right of the corporation, a
Delaware corporation may indemnify any such person against expenses (including
attorneys' fees), actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the court determines upon application that, despite the adjudication
of liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section
145, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.
Article 8.B of the registrant's Certificate of Incorporation provides that
the Registrant shall, to the fullest extent permitted by Section 145 of the
Delaware General Corporation Law, as amended from time to time, indemnify all
persons who the Registrant may indemnify under Section 145.
Article 8.A of the Registrant's Certificate of Incorporation provides that
directors of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except for liability as a result of (i) a breach of the director's duty of
loyalty to the Company or its stockholders; (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) an act related to the unlawful stock repurchase or redemption or payment
of a dividend under Section 174 of the Delaware General Corporation Law; and
(iv) transactions from which the director derived an improper personal benefit.
II - 1
<PAGE> 12
Article VII of the registrant's By-laws provides, in general, that the
Registrant shall indemnify its directors and officers to the full extent allowed
under the law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant 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.
II - 2
<PAGE> 13
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS.
A list of exhibits is set forth in the Exhibit Index appearing elsewhere in
this Registration Statement and is incorporated herein by reference.
(B) FINANCIAL STATEMENT SCHEDULES.
None.
ITEM 17. UNDERTAKINGS.
A. The undersigned Registrant 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, of 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 Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(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) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and 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
Commission by the Company pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the 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.
(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. The undertaking required by Item 512(h) of Regulation S-K is set
forth in the last paragraph of Item 15 above.
II - 3
<PAGE> 14
C. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
II -4
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of St. Louis and State of
Missouri on the day of June, 1998.
D & K Healthcare Resources, Inc.
By: /s/ J. HORD ARMSTRONG, III
--------------------------------
J. Hord Armstrong, III
Chairman and Chief Executive Officer
Each person whose signature appears below constitutes and appoints J. Hord
Armstrong and Martin D. Wilson his true and lawful attorneys-in-fact and agents,
each acting alone, with full powers of substitution and re-substitution for him
or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement and to sign a Registration Statement pursuant to Section
462(b) of the Securities Act, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- -------- ------ ----
<S> <C> <C>
/s/ J. HORD ARMSTRONG , III Chairman, Chief Executive Officer, June 10, 1998
- ----------------------------- Treasurer and Director
J. Hord Armstrong, III (Principal Financial Officer)
/s/ MARTIN D. WILSON President, Chief Operating Officer, June 10, 1998
- ----------------------------- Secretary and Director
Martin D. Wilson
/s/ DANIEL E. KREHER Vice President, Finance & Administration June 10, 1998
- ----------------------------- (Principal Accounting Officer)
Daniel E. Kreher
/s/ RICHARD F. FORD Director June 10, 1998
- -----------------------------
Richard F. Ford
/s/ BRYAN H. LAWRENCE Director June 10, 1998
- -----------------------------
Bryan H. Lawrence
/s/ ELLIOT H. STEIN Director June 10, 1998
- -----------------------------
Elliot H. Stein
/s/ ROBERT E. KORENBLAT Director June 10, 1998
- -----------------------------
Robert E. Korenblat
- -----------------------------
Thomas F. Patton Director
- ----------------------------- Director
J. David McKay
- ----------------------------- Director
James M. Usdan
</TABLE>
II-5
<PAGE> 16
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<TABLE>
<CAPTION>
<S> <C>
2.1 Asset Purchase Agreement, by and between registrant and Malone & Hyde, Inc., filed as
Exhibit 2.4 to registrant's Annual Report on Form 10-K for the year ended April 1,
1994 is incorporated herein by this reference.
2.2 Stock Purchase Agreement, dated October 25, 1994, by and among registrant, Northern Drug
Company, G. Jay Coughlin, Amy Goldfine, Dan W. Goldfine, Erwin L. Goldfine, John J.
Goldfine, Manley M. Goldfine, Steven B. Goldfine, Gene W. Halverson and William D.
Watters, filed as Exhibit 2 to registrant's Current Report on Form 8-K dated
October 25, 1994 is incorporated herein by this reference.
2.3 Agreement and Plan of Merger, dated February 13, 1995, by and among Krelitz Industries,
Inc., Barry M. Krelitz, Annetta J. Krelitz, Annetta J. Krelitz Trustee under certain
trusts FBO Lori M. Krelitz, Michael J. Krelitz and Steven A. Krelitz, The Estate of
Philip J. Krelitz, Andrew C. Krelitz, Bennett A. Krelitz, Elen B. Krelitz, Pearl G.
Krelitz, Okabena Partnership K. DKDW Acquisition Corp. and registrant, filed as
Exhibit 2 to registrant's Current Report on Form 8-K dated March 2, 1995 is
incorporated herein by this reference.
2.4 Stock Purchase and Redemption Agreement, dated as of November 30, 1995, by and among
Pharmaceutical Buyers, Inc., J. David McCay, The J. David McCay Living Trust, Robert
E. Korenblat and the registrant, filed with the registrant's Annual Report on Form
10-K for the year ended March 29, 1996 is incorporated herein by this reference.
3.1 Restated Certificate of Incorporation, filed as Exhibit 3.2 to registrant's Registration Statement
on Form S-1 (Reg. No. 33-48730) is incorporated herein by this reference.
3.2 By-laws of the registrant, as currently in effect, filed as Exhibit 3.3 to registrant's
Registration Statement on Form S-1 (Reg. No. 33-48730) is incorporated herein by this
reference.
4.1 Form of certificate for Common Stock, filed as Exhibit 4.1 to registrant's Registration Statement
on Form S-1 (Reg. No. 33-48730) is incorporated herein by this reference.
4.2* Promissory Note executed by the Registrant in favor of Ricky Plotnick dated March 17, 1998.
5.1* Opinion of Armstrong, Teasdale, Schlafly & Davis.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Armstrong, Teasdale, Schlafly & Davis (included in Exhibit 5.1).
24.1* Powers of Attorney (appears on page II-5).
</TABLE>
* Filed herewith
<PAGE> 1
EXHIBIT 4.2
PROMISSORY NOTE
St. Louis, Missouri
$1,000,000.00 March 17, 1998
On or before the Maturity Date, the undersigned, D&K HEALTHCARE RESOURCES,
INC. ("Maker"), for value received, promises to pay to the order of RICKY
PLOTNICK (the "Lender"), at his office located at 4586 North Hiatus Road,
Sunrise, Florida 33351 or at such other place as may be designated in writing
by the holder hereof, on demand and in lawful money of the United States of
America in immediately available funds, the principal sum of One Million
Dollars ($1,000,000.00), together with interest on the aforesaid principal sum
the date hereof, at the rate or rates hereinafter specified.
Maker agrees to pay principal and interest hereunder in equal semi-annual
installments amortized over a five (5) year period (hereinafter individually
referred to as an "Installment"), with interest calculated on the unpaid
principal balance of this Note at a rate per annum equal to seven (7)
percentage points (the "Loan Interest Rate"). Such payments shall commence on
September 30, 1998, and shall thereafter be due and payable on March 30 and
September 30 of each succeeding year until the Maturity Date.
The term "Maturity Date" shall mean March 30, 2003, or any earlier date on
which payment of the entire outstanding balance is due whether by acceleration
or otherwise.
After the Maturity Date, and upon the occurrence of any event of default
hereunder, the rate of interest on the then outstanding principal balance of
this Note shall be ten (10) percentage points per annum (the "Default Rate").
At the option of Lender, all of the principal amount of this Note, or the
entire principal amount of any Installment due hereunder, may at any time after
the date hereof while this Note is outstanding be converted:
(i) in the case of conversion of the Note, at the then-outstanding
principal amount of the Note on the date of exercise; or
(ii) in the case of conversion of an Installment, at the principal
amount due under such Installment,
into fully-paid and non-assessable shares of the Maker's Common Stock at a
conversion rate equal to the average closing price per share of Maker's Common
Stock as listed on the
<PAGE> 2
NASDAQ National Market for the twenty (20) day period immediately preceding the
date hereof plus twenty percent (20%). The Maker agrees to file with the
Securities and Exchange Commission within ninety (90) days following the date
hereof an S-3 Registration Statement for registration of the number of shares of
Maker's Common Stock subject to conversion hereunder; provided, however, that
Maker shall be under no obligation to register such shares if any change to the
Securities Exchange Act of 1933, as amended, or the regulations thereto, render
Maker or the shares ineligible for filing such S-3 Registration Statement.
In order to exercise the conversion privilege, the Lender shall give
written notice to the Maker at Maker's principal office located at 8000 Maryland
Avenue, Suite 920, St. Louis, Missouri 63105, that Lender elects to convert
this Note or an Installment, as the case may be, into the Maker's Common Stock.
As promptly as practicable after the receipt of such notice as aforesaid, and
in any event no later than thirty (30) business days following receipt of such
notice, the Maker shall deliver at said office of Lender a certificate or
certificates for the number of full shares issuable upon the conversion of this
Note or the Installment, as the case may be. Such conversion shall be deemed to
have been effected at the close of business on the date on which said
certificates have been delivered and, in the case of conversion of the Note, at
such time as said certificates are delivered Lender shall surrender the Note to
Maker and the rights of Lender under this Note as a holder shall cease. In the
event of conversion of an Installment, accrued but unpaid interest on such
Installment shall remain payable on the due date of such Installment. In the
event of conversion of the Note, accrued but unpaid interest shall be paid upon
effectiveness of such conversion.
If the Maker at any time pays to the holders of its common stock a
dividend in common stock, the number of shares of common stock issuable upon a
subsequent conversion of all or part of the principal then outstanding under
this Note shall be proportionately increased, effective at the close of
business on the record date for determination of the holders of the common
stock entitled to the dividend.
If the Maker at any time subdivides or combines in a larger or smaller
number of shares its outstanding shares of common stock, then the number of
shares of common stock issuable upon a subsequent conversion of all or part of
the principal then outstanding under this Note shall be proportionately
increased in the case of a subdivision and proportionately decreased in the
case of a combination, effective in either case at the close of business on the
date that the subdivision or combination becomes effective.
Notices required or permitted to be given hereunder shall be given in the
manner prescribed by that certain Stock Purchase Agreement entered into between
Maker and Lender and dated of even date herewith (the "Agreement").
If payment of principal or interest due on this Note is payable on a day
which is a Saturday, Sunday, or legal holiday in the State of Missouri, then
such payment shall be due on the next business day, the amount of such payment,
in such case, to include all interest accrued to the date of actual payment.
2
<PAGE> 3
Should Maker fail to make payment hereon on the date on which it shall fall
due and Maker continues to be in default in making said payment for a period of
five (5) days after the giving of written notice of such default by the holder
hereof, or should any default be made in the performance of any of the
agreements, conditions, covenants, provisions, or stipulations contained in
this Note for more than ten (10) days (or any shorter period contained herein)
after the giving of written notice of such default by the holder hereof, Lender
may accelerate the maturity of this Note and recover all costs of suit and
other expenses in connection with efforts to collect any of the amount due
hereunder, together with reasonable attorneys' fees (including attorneys' fees
for representation in proceedings under the Bankruptcy Code), regardless of
whether litigation is commenced, together with interest on any judgment
obtained by Lender at the Loan Interest Rate, including interest at such rate
from after the date of any such default at the Default Interest Rate, until
actual payment is made to the Lender of the full amount due Lender.
Lender shall have the right, but not the obligation, to accelerate the
maturity of Note upon the occurrence of a change in control of Maker. For
purposes of this paragraph, a "change in control" shall be defined as any
transaction, the result of which is that any person or entity, other than
an existing shareholder, acquires more than 50% of the voting stock of Maker
for cash or other consideration, or pursuant to merger, consolidation or other
business combination, or acquires substantially all of Maker's assets.
This Note shall automatically accelerate upon the death of Lender.
Notwithstanding anything contained herein to the contrary, Maker shall have
a right of setoff against principal and interest outstanding under this Note in
such amounts and at such times as Lender becomes obligated to either Maker or
Jaron, Inc. for indemnified claims pursuant to Article 9 of the Agreement.
Maker reserves the right to prepay the whole or any part of the principal
sum hereof at any time or from time to time, without premium or penalty, so
long as no default has occurred under this Note; provided, however, that Maker
must give Lender twenty (20) days prior notice of such prepayment and Lender
reserves the right to convert all or a portion of the principal amount of such
prepayment into Maker's Common Stock as provided for herein.
The loan evidenced hereby has been made and this Note has been delivered,
at the Maker's office set forth above, and such loan, this Note, and the
rights, obligations remedies of the Lender and the undersigned shall be
governed by and construed in accordance with the laws of the State of Missouri.
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT IN
FAVOR OF FLEET CAPITAL CORPORATION DATED AS OF MARCH 17, 1998.
3
<PAGE> 4
D&K HEALTHCARE RESOURCES, INC.
By: Martin D. Wilson
-------------------------
Name: Martin D. Wilson
-----------------------
Title: President
----------------------
4
<PAGE> 1
EXHIBIT 5.1
[ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS LETTERHEAD]
D & K Healthcare Resources, Inc.
8000 Maryland Avenue, Suite 920
St. Louis, Missouri 63105
Re: Registration Statement on Form S-3 for 59,880 Shares of Common
Stock
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (the
"Registration") filed by D & K Healthcare Resources, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission on
June 15, 1998 (Registration No. 333- ) in connection with the registration
under the Securities Act of 1933, as amended, of 59,880 shares of the Company's
Common Stock, $0.01 par value share (the "Common Stock") pursuant to the terms
of a Promissory Note dated March 17, 1998 executed by the Company in favor
Ricky Plotnick (the "Selling Stockholder").
As your counsel, we have examined the Company's Articles of
Incorporation and Bylaws, each as amended to the date hereof, and the records
of corporate proceedings and other actions taken by the Company in connection
with the authorization and issuance of the Common Stock. Based upon the
foregoing and in reliance thereon, we are of the opinion that:
Subject to (i) compliance with applicable state securities laws and
(ii) receipt from the Securities and Exchange Commission of an order declaring
the Registration Statement effective, the 59,880 shares of Common Stock to be
sold by the Selling Stockholder, when issued and sold in the manner described
in the Registration Statement, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption "Legal Matters" in the Prospectus forming a part of said Registration
Statement.
Very truly yours,
ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated May 8, 1997,
included and incorporated by reference in D&K Healthcare Resources, Inc.'s
(formerly D&K Wholesale Drug, Inc.) Form 10-K for the year ended March 28,
1997, as amended, and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
June 15, 1998
