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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported): November 19, 1996
Gulf South Medical Supply, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 0-21512 06-1251310
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File number) Identification No.)
426 Christine Drive, Ridgeland, MS 39157
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (601) 856-5900
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Item 5. Other Events
On November 19, 1996, Gulf South Medical Supply, Inc. ("GSMS"),
Gateway Healthcare Corporation ("Gateway") and the stockholders of Gateway
entered into a certain Stock Purchase Agreement (the "Agreement"), pursuant to
which GSMS intends to acquire (the "Acquisition") all of the outstanding
capital stock and stock warrants of Gateway for approximately $38.8 million,
consisting principally of cash, and warrants to purchase 450,000 shares of GSMS
common stock. The respective obligations of each of the parties to consummate
the Acquisition are subject to the satisfaction of a number of closing
conditions set forth in the Agreement, including compliance with the
Hart-Scott-Rodino Act.
The information contained in the press release of Gulf South Medical
Supply, Inc. dated November 19, 1996 attached as Exhibit 99.1 is hereby
incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired. None.
(b) Pro Forma Financial Information. None.
(c) Exhibits.
Exhibit No. Description
99.1 Press release of Gulf South Medical Supply, Inc. dated
November 19, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto authorized.
GULF SOUTH MEDICAL SUPPLY, INC.
Date: November 27, 1996
By: /s/Thomas G. Hixon
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Thomas G. Hixon
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Page Number
Exhibit in Sequentially
No. Description Numbered Copy
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<S> <C> <C>
99.1 Press release of Gulf South Medical Supply, Inc.
dated November 19, 1996.
</TABLE>
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EXHIBIT 99.1
GULF SOUTH AGREES TO ACQUIRE GATEWAY HEALTHCARE
FOR IMMEDIATE RELEASE
TUESDAY, NOVEMBER 19, 1996
CONTACT: GUY W. EDWARDS
SENIOR VICE PRESIDENT AND CFO
PHONE: (601) 856-5900
[RIDGELAND, MS] --- Gulf South Medical Supply, Inc. (NASDAQ: GSMS) today
announced that it has entered into an agreement to acquire Gateway Healthcare
Corporation for approximately $38.8 million, consisting principally of cash,
and warrants to purchase 450,000 shares of Gulf South common stock. The
acquisition is subject to certain closing conditions, including compliance with
the Hart-Scott-Rodino Act requirements, and is expected to close within 60
days. Montgomery Securities acted as financial advisor to Gulf South.
Based in Richmond, Virginia, Gateway Healthcare, a privately-owned distributor
of medical supplies and related products to long-term care facilities and
office-based physicians, has a strong presence in the New England and
Mid-Atlantic marketplaces, with sales of approximately $67 million for the past
twelve-month period. The acquisition will add 38 additional field sales
representatives and 9 distribution facilities.
In announcing this acquisition, Thomas G. Hixon, Gulf South's Chairman,
President and Chief Executive Officer said, "The acquisition of Gateway
Healthcare brings together two prominent national distributors with
complementary product lines and services, and is consistent with our growth
strategy of augmenting Gulf South's internal growth with strategic
acquisitions. Gateway has an excellent reputation of providing quality
products and services to its customer base, and has strong relationships with
several national nursing home chains. In addition, Gateway's significant
presence among independent operators of long-term care facilities will
complement our concentration of business with national chains, and also
supplement our presence in the New England and Mid-Atlantic markets. With the
addition of the Gateway management team to our own, we will work together to
leverage and strengthen our existing infrastructure, and to enhance our
position as a leader in our industry."
Gulf South Medical Supply, Inc. is a leading national distributor of medical
supplies and related products to the long- term care industry. The Company
provides products and services to approximately 9,500 long-term care facilities
in all 50 states. The Company's customers range from independent nursing home
operators to large national chains offering a broad range of
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healthcare services, as well as home healthcare and sub-acute, rehabilitative
and transitional care providers. Through its 11 full-service regional
distribution centers, the Company offers both national coverage to
multi-facility customers and local service to individual facilities and
independent operators.
The foregoing statements that are not historical facts may be forward-looking
statements. The forward-looking statements in this release are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements involve a number of risks and
uncertainties including, but not limited to, successfully integrating the
Gateway business, competitive factors, pricing pressures and changes in
customer requirements and product mix. Further information on potential
factors that could affect the Company's financial results are included in the
Company's periodic reports filed with the Securities Exchange Act of 1934, as
amended, including, but not limited to, the Form 10-Q for the quarter ended
September 30, 1996. Any forward-looking statements should be considered in
light of these factors. Actual results may vary.
