<PAGE> 1
Filed Pursuant to
Rule 424(b)(3)
Registration Statement 333-20395
PROSPECTUS SUPPLEMENT
TO
PROSPECTUS DATED MARCH 7, 1997
OF
GULF SOUTH MEDICAL SUPPLY, INC.
This Prospectus Supplement supplements the Prospectus dated March 7, 1997
(the "Prospectus") of Gulf South Medical Supply, Inc. (the "Company") relating
to the resale of up to 450,000 shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock"), which Prospectus was filed as a part of
the Company's Registration Statement No. 333-20395.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 16, 1997
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THE FRONT COVER OF THE PROSPECTUS IS HEREBY RESTATED IN ITS ENTIRETY TO INCLUDE
CERTAIN UPDATED INFORMATION:
PROSPECTUS
450,000 SHARES
GULF SOUTH MEDICAL SUPPLY, INC.
COMMON STOCK
-----------------------------------
This Prospectus relates to the resale of up to 450,000 shares (the
"Shares") of the common stock, par value $.01 per share (the "Common Stock"),
of Gulf South Medical Supply, Inc. ("Gulf South" or the "Company") by a certain
holder of warrants (the "Warrantholder") to purchase Common Stock of the
Company. This Prospectus does not relate to the issuance of the Shares upon
exercise of the Warrants but relates to the resale of such shares by the holder
of the shares (the "Selling Stockholder"). The Selling Stockholder may sell the
Shares from time to time in transactions on the Nasdaq National Market, in
negotiated transactions, through the writing of options on the Shares, or a
combination of such methods of sale, 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 these transactions by selling the Shares to or through broker-dealers,
who may receive compensation in the form of discounts or commissions from the
Selling Stockholder or from the purchasers of the Shares for whom the
broker-dealers may act as an agent or to whom they may sell as principal, or
both. See "Selling Stockholders" and "Plan of Distribution." The Warrantholder
acquired the Warrants on July 9, 1997 in a private transaction from persons who
originally acquired the Warrants on January 2, 1997 in connection with the
acquisition by the Company of all of the outstanding capital stock and warrants
of Gateway Healthcare Corporation ("Gateway") pursuant to the terms and
conditions of the Stock Purchase Agreement, (as amended, the "Purchase
Agreement") dated as of November 19, 1996 by and among the Company, Gateway and
North American Fund II, L.P., Allied Capital Corporation II, Allied Investment
Corporation, Allied Venture Partnership and Gary Nutter (the "Acquisition").
The Warrants are immediately exercisable and remain exercisable until January
2, 2002. As of the date of this Prospectus, none of the Warrants have been
exercised.
The Company will not receive any of the proceeds from the sale of the
Shares. The Company will receive the proceeds from the exercise of the
Warrants. The Company has agreed to bear all of the expenses in connection with
the registration and sale of the Shares (other than selling commissions),
except as otherwise set forth in the Purchase Agreement. The Company has agreed
to indemnify the Selling Stockholder against certain liabilities, including
liabilities under the Securities Act.
The Common Stock of the Company is quoted on the Nasdaq National Market
under the symbol GSMS. On March 7, 1997, the closing sale price of the Common
Stock was $20.4375 per share.
INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS SET FORTH UNDER "RISK FACTORS."
SEE PAGE 6.
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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.
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NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY COMMON STOCK
BY ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT
AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH AN OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO, OR TO ANY PERSON WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO ITS DATE.
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The date of this Prospectus is March 7, 1997.
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The "Selling Stockholders" section of the Prospectus is hereby restated in
its entirety to include certain updated information:
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
Shares held by each Selling Stockholder. The Shares may be offered from time to
time by the Selling Stockholder. See "Plan of Distribution."
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering(1) Shares Offered -----------------------------
------------------------- Pursuant to this After Offering(1)(2)
Name Number Percent Prospectus Number
---- ------ ------- ---------- ------
<S> <C> <C> <C> <C>
Nat West Securities Limited............... 450,000 2.8 450,000 0
</TABLE>
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(1) The number of shares of Common Stock deemed outstanding includes
16,308,564 shares of Common Stock outstanding as of July 8, 1997.
(2) Assumes that the Selling Stockholder will sell all of the Shares
registered hereunder. The Selling Stockholder may sell all or any part of
its Shares pursuant to this Prospectus.
The Selling Stockholder acquired its Shares as result of a private
transaction in which the Selling Stockholder acquired warrants to purchase the
Shares (the "Warrants") from certain persons who acquired the Warrants in
connection with the Acquisition pursuant to which the Company acquired all of
the outstanding capital stock and warrants of Gateway pursuant to the Purchase
Agreement in exchange for (i) promissory notes in the aggregate principal
amount of $25,321,277.24 which were paid in full on January 2, 1997 and (ii)
the Warrants to purchase the Shares. In addition, the Company (i) repaid
outstanding indebtedness of Gateway in the principal amount of $11,465,000,
(ii) paid $1,955,994.58 in connection with the cancellation of options to
acquire 56,110 shares of common stock of Gateway and (iii) assumed options to
acquire 2,562 shares of common stock of Gateway. The terms of, and the
consideration paid in, the Acquisition were the result of arm's-length
negotiations. The Acquisition will be accounted for as a purchase.
The Selling Stockholder has represented that it was acquiring the
Warrants to purchase the Shares as principal for its own account
for investment and not with a view to, or for sale in connection with, any
distribution of the Shares in contravention of the Securities Act or any other
securities legislation. In recognition of the fact, however, that
the holder of the Shares may want to be able to sell the Shares when it
considers it appropriate, the Company agreed to file the Registration Statement
with the Commission to effect the registration of the resale of the Shares
under the Securities Act and to use reasonable efforts to keep the Registration
Statement effective until the earliest of (a) such time as all of the Shares
have been sold pursuant to the Registration Statement, (b) the Warrants expire
according to their terms and (c) the date that Rule 144(k) under the Securities
Act (or successor provision) is available for the resale of the Shares.
