<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
Gulf South Medical Supply, Inc..
--------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
--------------------------------------
(Title of Class of Securities)
4025-2G-105
-----------------------
(CUSIP Number)
David A. Smith
Executive Vice President
and Chief Financial Officer
Physician Sales & Service, Inc.
4345 Southpoint Boulevard
Jacksonville, Florida 32216
(904) 332-3000
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 14, 1997
-----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
(continued on following pages)
<PAGE>
CUSIP No. 4025-2G-105 13D
- ---------------------------------------
1 NAME OF REPORTING PERSON
PHYSICIAN SALES & SERVICE, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
59-2280364
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FLORIDA
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER*
-0-
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER*
BENEFICIALLY 2,047,473
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER*
REPORTING -0-
PERSON ------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER*
2,047,473
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
2,047,473
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)**
12.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No. 4025-2G-105 13D
- ---------------------------------------
1 NAME OF REPORTING PERSON
DAVID L. BOGETZ
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER*
-0-
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER*
BENEFICIALLY 37,900
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER*
REPORTING 37,900 (subject to the restrictions set forth in the
PERSON Affiliate Agreement dated as of December 14, 1997
WITH and attached hereto as Exhibit 4)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER*
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
37,900
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)**
LESS THAN 1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No. 4025-2G-105 13D
- ---------------------------------------
1 NAME OF REPORTING PERSON
GUY W. EDWARDS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER*
-0-
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER*
BENEFICIALLY 85,112
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER*
REPORTING 85,112 (subject to the restrictions set forth in the
PERSON Affiliate Agreement dated as of December 14, 1997
WITH and attached hereto as Exhibit 4)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER*
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
85,112
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)**
LESS THAN 1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No. 4025-2G-105 13D
- ---------------------------------------
1 NAME OF REPORTING PERSON
Melvin L. Hecktman
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER*
-0-
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER*
BENEFICIALLY 18,500
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER*
REPORTING 18,500 (subject to the restrictions set forth in the
PERSON Affiliate Agreement dated as of December 14, 1997
WITH and attached hereto as Exhibit 4)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER*
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
18,500
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)**
LESS THAN 1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No. 4025-2G-105 13D
- ---------------------------------------
1 NAME OF REPORTING PERSON
THOMAS G. HIXON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER*
-0-
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER*
SHARES 1,736,546
BENEFICIALLY ------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER*
EACH 1,736,546 (subject to the restrictions set forth
REPORTING in the Affiliate Agreement dated as of
PERSON December 14, 1997 and attached hereto as
WITH Exhibit 4)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER*
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
1,736,546
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)**
10.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 4025-2G-105 13D
- ---------------------------------------
1 NAME OF REPORTING PERSON
WILLIAM W. MCINNES
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER*
-0-
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER*
BENEFICIALLY 12,502
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER*
REPORTING 12,502 (subject to the restrictions set forth in the
PERSON Affiliate Agreement dated as of December 14, 1997
WITH and attached hereto as Exhibit 4)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER*
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
12,502
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)**
LESS THAN 1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No. 4025-2G-105 13D
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Stanton Keith Pritchard
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER*
-0-
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER*
BENEFICIALLY 23,600
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER*
REPORTING 23,600 (subject to the restrictions set forth in the
PERSON Affiliate Agreement dated as of December 14, 1997
WITH and attached hereto as Exhibit 4)
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER*
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
23,600
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)**
Less than 1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 4025-2G-105 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Steven L. Richardson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER*
-0-
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER*
BENEFICIALLY 119,513
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER*
REPORTING 119,513 (subject to the restrictions in the
PERSON Affiliate Agreement dated as of December 14,
WITH 1997 and attached hereto as Exhibit 4)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER*
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
119,513
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)**
LESS THAN 1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 4025-2G-105 13D
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Edward Shulman
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER*
-0-
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER*
BENEFICIALLY 6,000
OWNED BY
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER*
PERSON 6,000 (subject to the restrictions set forth in the
WITH affiliate agreement dated as of December 14, 1997
and attached hereto as Exhibit 4)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER*
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
6,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)**
LESS THAN 1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 4025-2G-105 13D
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
John L. Vaughan, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER*
-0-
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER*
BENEFICIALLY 6,800
OWNED BY
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER*
PERSON 6,800 (subject to the restrictions set forth in the
WITH Affiliated Agreement dated as of December 14,1997
and attached hereto as Exhibit 4)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER*
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
6,800
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)**
LESS THAN 1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 4025-2G-105 13D
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Donna C.E. Williamson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER*
-0-
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER*
BENEFICIALLY 1,000
OWNED BY
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER*
PERSON 1,000 (subject to the restrictions set forth in the
WITH Affiliate Agreement dated as of December 14, 1997
and attached hereto as Exibit 4)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER*
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
1,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)**
LESS THAN 1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
*The shares indicated are subject to voting agreements which Physician Sales &
Service, Inc. ("PSS"), Thomas G. Hixon, Stanton Keith Pritchard, Steven L.
Richardson, Edward Shulman, John L. Vaughan, Jr., Melvin L. Hecktman, William W.
McInnes, Donna C.E. Williamson, Guy W. Edwards, and David L. Bogetz,
(individually, a "Reporting Person" and collectively, "Reporting Persons"),
entered into on December 14, 1997, and described in Item 4 of this statement.
The Reporting Persons expressly disclaim beneficial ownership of any of the
shares of common stock of Gulf South Medical Supply, Inc. ("GSMS"), $.01 par
value per share ("GSMS Common Stock"), as to which it shares voting or
dispositive power.
**The percentage indicated represents the percentage of the total outstanding
shares of GSMS Common Stock as of December 14, 1997. The Reporting Persons deny
that he is the beneficial owner of any of the GSMS Common Stock referred to
herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended, or for any other purpose, and such beneficial ownership is expressly
disclaimed. Any information contained herein as to any Reporting Person has been
provided by such Reporting Person.
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement relates to the GSMS Common Stock. GSMS is a Delaware
corporation whose principal executive offices are located at One Woodgreen
Place, Madison, Mississippi 39110.
ITEM 2. IDENTITY AND BACKGROUND
(i) This statement is being filed by the following persons:
PSS, Thomas G. Hixon, Stanton Keith Pritchard, Steven L. Richardson, Edward
Shulman, John L. Vaughan, Jr., Melvin L. Hecktman, William W. McInnes,
Donna C.E. Williamson, Guy W. Edwards, and David L. Bogetz.
(ii) The address of the principal executive office of PSS is 4345 Southpoint
Boulevard, Jacksonville, Florida 32216. Schedule I lists the name of each
director and executive officer of PSS, as of the date hereof, along with each
such director's or officer's position with PSS and principal employment and
business address. Schedule II lists the name of each Reporting Person along
with each such Reporting Person's residence or business address, present
principal occupation or employment, and the name, principal business and
address of any corporation or other organization in which such employment is
conducted.
(iii) PSS is a Florida corporation which is principally engaged in the
marketing and distribution of medical products to physicians, other
alternate-site providers and hospitals.
To the best of PSS' knowledge, during the last five years, neither PSS, nor
any Reporting Person, nor any of PSS' directors or executive officers has
been (a) convicted in any criminal proceedings (excluding traffic violations
or similar misdemeanors) or (b) a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction resulting in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to an Agreement and Plan of Merger dated as of December 14, 1997
(the "Merger Agreement") between PSS, PSS Merger Corp. ("Merger Corp."), and
GSMS and subject to the conditions set forth therein (including approval by
stockholders of both PSS and GSMS, regulatory approvals and the satisfaction
or waiver of various other terms and conditions), Merger Corp. will be merged
with and into GSMS (the "Merger"). At the effective time of the Merger (the
"Effective Time"), GSMS will survive as a wholly owned subsidiary of PSS,
with each share of GSMS Common Stock (excluding treasury shares) being
converted into the right to receive 1.75 shares of common stock of PSS, $.01
par value per share ("PSS Common Stock"), as adjusted pursuant to anti-
dilution provisions. The foregoing summary of the Merger is qualified in its
entirety by reference to the Merger Agreement incorporated by reference
herein as Exhibit 1.
ITEM 4. PURPOSE OF TRANSACTION
As described more fully in Item 3 above, this statement relates to the
Merger of Merger Corp. with and into GSMS, with GSMS surviving as a wholly
owned subsidiary of PSS. In consideration thereof, PSS, GSMS and ten GSMS
stockholders (the "Stockholders") have entered into a Voting Agreement dated
as of December 14, 1997 (the "Voting Agreement"). The Voting Agreement
provides, among other things, that the Stockholders will vote their shares of
GSMS Common Stock, an aggregate of 1,857,605 shares, in favor of the Merger
and the Merger Agreement, and the approval of the terms thereof and each of
the other transactions contemplated by the Merger Agreement. The Voting
Agreement will terminate upon the earlier of the Effective Time or the date
upon which the Merger Agreement is terminated in accordance with its terms. A
copy of the Voting Agreement is incorporated by reference herein as Exhibit
2, and the foregoing summary is qualified in its entirety by reference
thereto.
<PAGE>
Immediately following the Effective Time, PSS shall take, or cause to be
taken, such action as may be required in order to (i) increase the size of
its Board of Directors from nine persons to ten persons, with four Class I
directors, three Class II directors and three Class III directors, (ii)
accept the resignations of four current PSS directors, (iii) appoint or cause
to be elected Thomas G. Hixon and two additional Persons who are currently
directors of GSMS to be selected by the Board of Directors of GSMS as
directors of PSS to serve in Class I, Class II and Class III, respectively,
and (iv) appoint a Nominating Committee composed of Thomas G. Hixon and such
other persons as the PSS Board of Directors shall determine for the purpose
of designating two independent persons to fill the two vacancies on the PSS
Board of Directors as soon as reasonably practicable. In addition,
immediately following the Effective Time, the GSMS shall take, or cause to be
taken, such action as may be necessary to cause each of the Audit Committee
and Compensation Committee of the Board of Directors of the GSMS to include
at least one member who shall have served on the Board of Directors of GSMS
immediately prior to the Effective Time.
In connection with the Merger Agreement, GSMS issued an option to PSS
on December 14, 1997 (the "Option") pursuant to a Stock Option Agreement
dated as of December 14, 1997 (the "Option Agreement") to purchase under
certain conditions, up to 3,253,066 shares of GSMS Common Stock at a purchase
price of $29.06 per share, subject to adjustment pursuant to anti-dilution
provisions. A copy of the Stock Option Agreement is incorporated by reference
as Exhibit 3, and the foregoing summary is qualified in its entirety by
reference thereto.
Also in connection with the Merger Agreement, the Stockholders of the GSMS
who have executed the Voting Agreement in favor of GSMS (each a "GSMS
Affiliate") have each entered into an Affiliate Agreement dated as of
December 14, 1997 with PSS (collectively, the "Affiliate Agreements")
pursuant to which each GSMS Affiliate has agreed not to sell, transfer or
otherwise dispose of his interests in, or otherwise reduce his risk relative
to any shares of GSMS Common Stock or other equity securities of GSMS owned
by him from 30 days prior to the Effective Time until such time as GSMS
notifies the GSMS Affiliate that the requirements of the Securities and
Exchange Commission Accounting Release Series Nos. 130 and 135 have been met.
A copy of the Affiliate Agreements are incorporated by reference as
Exhibit 4, and the foregoing summary is qualified in its entirety by
reference thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The 2,047,473 shares of GSMS Common Stock, taking into consideration the
287,818 GSMS options held by Reporting Persons listed on Schedule III,
subject to the Voting Agreement are equal to approximately 12.5% of the GSMS
Common Stock, based on the 16,347,064 shares of GSMS Common Stock issued and
outstanding on December 14, 1997, as represented by GSMS in the Merger
Agreement, and taking into consideration the 287,818 GSMS options held by the
Reporting Persons listed on Schedule III.
The 3,253,066 shares of GSMS Common Stock which are purchasable by PSS upon
exercise of the Option are equal to approximately 16.6% of GSMS Common Stock,
based on the 16,347,064 shares of GSMS Common Stock issued and outstanding on
December 14, 1997, and taking into consideration the 3,253,066 shares of GSMS
Common Stock that would be issued pursuant to the option.
PSS expressly disclaims any beneficial ownership of GSMS Common Stock subject
to the Voting and Option Agreements.
Set forth on Schedule III, opposite each Reporting Person's name is (i) that
number of shares of GSMS Common Stock beneficially owned by such Reporting
Person as of the date hereof (identifying those shares which there is a right
to purchase) and (ii) the percentage of issued and outstanding GSMS Common
Stock that such shares represent (based on the number of shares of GSMS
Common Stock outstanding as of December 14, 1997). As a result of and
subject to the Voting Agreement, each of the Reporting Persons, other than
PSS, share voting power with PSS to vote that number of shares of GSMS Common
Stock as is set forth on Schedule III opposite such Reporting Person's name
(excluding those shares which there is a right to acquire) for the limited
purposes described in Item 4 above.
Other than as set forth in this Item 5, to the best of PSS' knowledge (i)
neither PSS nor any subsidiary or affiliate of PSS or any of its or their
executive officers or directors, beneficially owns any shares of GSMS Common
Stock, and (ii) there have been no transactions in the shares of GSMS Common
Stock effected during the past 60 days by PSS, nor to the best of PSS'
knowledge, by any subsidiary or affiliate of PSS or any of its or their
executive officers or directors.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
<PAGE>
Other than the Merger Agreement (excluding certain exhibits), the Voting
Agreement, the Option Agreement and the Affiliate Agreements, copies
of which are incorporated by reference herein, to the best of PSS' knowledge
there are at present no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 above
and between such persons and any person with respect to any securities of
GSMS.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The agreements filed as exhibits to this statement are as follows:
1. Agreement and Plan of Merger dated as of December 14, 1997 by and among
Physician Sales & Service, Inc., PSS Merger Corp. and Gulf South Medical
Supply, Inc. (incorporated by reference to Exhibit 2.1 to Physician Sales &
Service, Inc.'s Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 16, 1997)
2. Voting Agreement dated as of December 14, 1997 by and among Physician Sales
& Service, Inc., Gulf South Medical Supply, Inc. and certain stockholders
of Gulf South Medical Supply, Inc.
3. Stock Option Agreement dated as of December 14, 1997 by and between Gulf
South Medical Supply, Inc. and Physician Sales & Service, Inc.
4. Affiliate Agreements dated as of December 14, 1997 by and between
Physician Sales & Service, Inc. and certain stockholders of Gulf South
Medical Supply, Inc.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PHYSICIAN SALES & SERVICE, INC.
BY: /s/ David A. Smith
----------------------------------------
NAME: David A. Smith
TITLE: Executive Vice President
and Chief Financial Officer
/s/ David L. Bogetz
- -----------------------------------
/s/ Guy W. Edwards
- -----------------------------------
/s/ Melvin L. Hecktman
- -----------------------------------
/s/ Thomas G. Hixon
- -----------------------------------
/s/ William W. McInnes
- -----------------------------------
/s/ Stanton Keith Pritchard
- -----------------------------------
/s/ Steven L. Richardson
- ------------------------------------
/s/ Edward Shulman
- ------------------------------------
/s/ John L. Vaughan
- ------------------------------------
/s/ Donna C.E. Williamson
- ------------------------------------
DATED: DECEMBER 14, 1997
<PAGE>
SCHEDULE I
The following is a list of the executive officers and directors of PSS as of
December 14, 1997.
<TABLE>
<CAPTION>
PRINCIPAL EMPLOYMENT AND
NAME POSITION WITH PSS BUSINESS ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Patrick C. Kelly Chairman of the Board, Chief Executive Physician Sales & Service, Inc.
Officer and Director 4345 Southpoint Boulevard
Jacksonville, Florida 32216
- ------------------------------------------------------------------------------------------------------------------------------
John F. Sasen, Sr. President and Director Physician Sales & Service, Inc.
4345 Southpoint Boulevard
Jacksonville, Florida 32216
- ------------------------------------------------------------------------------------------------------------------------------
David A. Smith Executive Vice President, Physician Sales & Service, Inc.
Chief Financial Officer and Director 4345 Southpoint Boulevard
Jacksonville, Florida 32216
- ------------------------------------------------------------------------------------------------------------------------------
James B. Stallings, Jr. Chief Operating Officer Physician Sales & Service, Inc.
4345 Southpoint Boulevard
Jacksonville, Florida 32216
- ------------------------------------------------------------------------------------------------------------------------------
Frederick E. Dell Executive Vice President Physician Sales & Service, Inc.
4345 Southpoint Boulevard
Jacksonville, Florida 32216
- ------------------------------------------------------------------------------------------------------------------------------
Delmer W. Dallas Director Acosta Sales Co., Inc.
P.O. Box 19309
Jacksonville, Florida 32216
- ------------------------------------------------------------------------------------------------------------------------------
T. O'Neal Douglas Director American Heritage Life Insurance
Company
1776 American Heritage Life Drive
Jacksonville, Florida 32224
- ------------------------------------------------------------------------------------------------------------------------------
Fred Elefant General Counsel, Secretary Mahoney Adams & Criser, P.A.
and Director Dupont Center, Suite 250
1650 Prudential Drive
Jacksonville, Florida 32224
- ------------------------------------------------------------------------------------------------------------------------------
Delores Kessler Director Kesler, Pass & Associates
10407 Centurian Parkway North,
Suite 101
Jacksonville, Florida 32256
- ------------------------------------------------------------------------------------------------------------------------------
William C. Mason Director Baptist/St. Vincent Health Systems,
Inc.
800 Prudential Drive
Jacksonville, Florida 32207
- ------------------------------------------------------------------------------------------------------------------------------
James L.L. Tullis Director Tullis-Dickerson & Company, Inc.
One Greenwich Plaza
Greenwich, Connecticut 06830
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE II
<TABLE>
<CAPTION>
NAME (AND RESIDENCE ADDRESS IF PRINCIPAL EMPLOYMENT AND
NO BUSINESS ADDRESS) PRINCIPAL OCCUPATION OR EMPLOYMENT BUSINESS ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
David L. Bogetz Senior Vice President, Private Equity ABN Amro Chicago Corporation
Management 208 South LaSalle, 10th Floor
Chicago, IL 60604
- ------------------------------------------------------------------------------------------------------------------------------
Guy W. Edwards Consultant N/A
567 Arbor Drive
Madison, MS 39110
- ------------------------------------------------------------------------------------------------------------------------------
Melvin L. Hecktman President Hecktman Management
104 Wilmot Road, Suite 300
Deerfield, IL 60015
- ------------------------------------------------------------------------------------------------------------------------------
Thomas G. Hixon President, Chief Executive Officer and Gulf South Medical Supply, Inc.
Chairman of the Board One Woodgreen Place
Madison, MS 39110
- ------------------------------------------------------------------------------------------------------------------------------
William W. McInnes Retired N/A
116 30th Avenue S.
Nashville, TN 37212
- ------------------------------------------------------------------------------------------------------------------------------
Stanton Keith Pritchard Senior Vice President, Business Gulf South Medical Supply, Inc.
Development and Administration, Secretary One Woodgreen Place
and General Counsel Madison, MS 39110
- ------------------------------------------------------------------------------------------------------------------------------
Steven L. Richardson Senior Vice President, Operations Gulf South Medical Supply, Inc.
One Woodgreen Place
Madison, MS 39110
- ------------------------------------------------------------------------------------------------------------------------------
Edward Schulman Senior Vice President, Sales Gateway Healthcare Corporation
and Marketing 2900 Hungary Road, Suite 200
Richmond, VA 23228
- ------------------------------------------------------------------------------------------------------------------------------
John L. Vaughan, Jr. Vice President, Finance Gulf South Medical Supply, Inc.
One Woodgreen Place
Madison, MS 39110
- ------------------------------------------------------------------------------------------------------------------------------
Donna C.E. Williamson N/A N/A
345 Birch Street
Winnetka, IL 60093
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE III
<TABLE>
<CAPTION>
BENEFICIALLY OWNED PERCENTAGE OF SHARES OF GSMS
NAME SHARES OF GSMS COMMON STOCK AS OF 12/14/97
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Physician Sales & Service, Inc. 2,047,473 12.5%
- -------------------------------------------------------------------------------------------------
Thomas G. Hixon 1,736,546 (1) 10.5%
- -------------------------------------------------------------------------------------------------
Stanton Keith Pritchard 23,600 (2) less than 1%
- -------------------------------------------------------------------------------------------------
Steven L. Richardson 119,513 (3) less than 1%
- -------------------------------------------------------------------------------------------------
Edward Shulman 6,000 (4) less than 1%
- -------------------------------------------------------------------------------------------------
John L. Vaughn, Jr. 6,800 (5) less than 1%
- -------------------------------------------------------------------------------------------------
Melvin L. Hecktman 18,500 (6) less than 1%
- -------------------------------------------------------------------------------------------------
William W. McInnes 12,502 (7) less than 1%
- -------------------------------------------------------------------------------------------------
Donna Williamson 1,000 (8) less than 1%
- -------------------------------------------------------------------------------------------------
Guy W. Edwards 85,112 (9) less than 1%
- -------------------------------------------------------------------------------------------------
David L. Bogetz 37,900 (10) less than 1%
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) includes 94,950 options (6) includes 12,500 options
(2) includes 22,600 options (7) includes 12,502 options
(3) includes 95,016 options (8) includes 1,000 options
(4) includes 6,000 options (9) includes 1,000 options
(5) includes 6,800 options (10) includes 37,500 options
<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
- ------------------- --------
1. Agreement and Plan of Merger dated as of December 14, 1997 by
and among Physician Sales & Service, Inc., PSS Merger Corp.
and Gulf South Medical Supply, Inc. (incorporated by reference
to Exhibit 2.1 to Physician Sales & Service, Inc.'s Current
Report on Form 8-K filed with the Securities and Exchange
Commission on December 16, 1997)
2. Voting Agreement dated as of December 14, 1997 by and among
Physician Sales & Service, Inc., Gulf South Medical Supply,
Inc. and certain stockholders of Gulf South Medical
Supply, Inc.
3. Stock Option Agreement dated as of December 14, 1997 by and
between Gulf South Medical Supply, Inc. and Physician
Sales & Service, Inc.
4. Affiliate Agreements dated as of December 14, 1997 by and
between Physician Sales & Service, Inc. and certain
stockholders of Gulf South Medical Supply, Inc.
<PAGE>
EXHIBIT 2
VOTING AGREEMENT
----------------
THIS VOTING AGREEMENT, dated as of December 14, 1997 (this "Agreement"), is
made and entered into by and among Physician Sales & Service, Inc., a Florida
corporation ("PSS") and the other parties signatory hereto (each a
"Stockholder").
Preamble
--------
The Stockholder is a stockholder of Gulf South Medical Supply, Inc.
("GSMS") and desires that PSS, PSS Merger Corp., a wholly owned subsidiary of
PSS ("Merger Corp."), and GSMS enter into an Agreement and Plan of Merger dated
the date hereof (as the same may be amended or supplemented, the "Merger
Agreement") with respect to the merger of Merger Corp. with and into GSMS (the
"Merger"), with the result that GSMS becomes a wholly owned subsidiary of PSS.
The Stockholder is executing this Agreement as an inducement to PSS to enter
into and execute, and to cause Merger Corp. to enter into and execute, the
Merger Agreement.
All capitalized terms used herein which are not defined herein shall have
the same meanings as ascribed to them in the Merger Agreement.
NOW, THEREFORE, in consideration of the execution and delivery by PSS and
Merger Corp. of the Merger Agreement and the mutual covenants, conditions and
agreements contained herein and therein, the parties agree as follows:
1. Representations and Warranties. (a) The Stockholder severally and not
jointly represents and warrants to PSS as follows:
(i) As of the date hereof, the Stockholder is the record owner of the
GSMS Common Stock set forth on Schedule 1 to this Agreement (such
----------
Stockholder's "Shares"). Except for the Stockholder's Shares, the
Stockholder is not the record owner of any shares of GSMS Common Stock
(except to the extent the Stockholder disclaims beneficial ownership in
accordance with applicable law). This Agreement has been duly authorized,
executed and delivered by, and constitutes a valid and binding agreement
of, the Stockholder, enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency or
similar laws affecting creditors rights generally or the availability of
equitable remedies, and the execution and delivery of this Agreement will
not violate or result in a default under any agreement to which Stockholder
is a party.
(ii) Such Stockholder's Shares and the certificates representing such
Shares are now and at all times during the term hereof will be held by such
Stockholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever that would interfere with the voting of the
Shares or the granting of any proxy, except for any such encumbrances or
proxies arising hereunder.
(iii) The Stockholder understands and acknowledges that PSS and Merger
Corp. are entering the Merger Agreement in reliance upon the Stockholder's
execution and delivery of this Agreement. The Stockholder acknowledges that
the irrevocable proxy set forth in Section 4 is granted in consideration
for the execution and delivery of the Merger Agreement by PSS and Merger
Corp.
-1-
<PAGE>
(b) PSS represents and warrants to Stockholder that this Agreement has
been duly authorized, executed and delivered by and constitutes a valid and
binding agreement of, PSS, enforceable in accordance with its terms except
as enforceability may be limited by applicable bankruptcy, insolvency or
similar laws affecting creditors rights generally or the availability of
equitable remedies, and the execution and delivery of this Agreement will
not violate or result in a default under any agreement to which PSS is a
party.
2. Voting Agreement.
(a) The Stockholder severally agrees with, and covenants to, PSS that
at any meeting of stockholders of GSMS called to vote upon the Merger, the
Merger Agreement, and any other matters related thereto, or at any
adjournment thereof or in any other circumstances upon which a vote,
consent or other approval with respect to the Merger and the Merger
Agreement is sought, the Stockholder shall vote (or cause to be voted) the
Stockholder's Shares in favor of the Merger and the approval of the terms
thereof and each of the other transactions contemplated by the Merger
Agreement, provided that the terms of the Merger Agreement shall not have
been amended to reduce the Exchange Ratio payable in the Merger to a lesser
amount of PSS Common Stock or otherwise to materially and adversely impair
the Stockholder's rights or increase the Stockholder's obligations
thereunder. Stockholder, as a holder of GSMS Common Stock, shall be present
in person or by proxy at all meetings of stockholders of GSMS so that all
Shares are counted for purposes of determining the presence of a quorum at
such meetings.
(b) This Agreement is intended to bind Stockholder only with respect
to the specific matters set forth herein and solely in his or her capacity
as stockholder, and shall not prohibit, limit or restrict in any manner
Stockholder from acting in Stockholder's capacity as an officer or director
of GSMS or exercising or observing Stockholder's fiduciary duties and
responsibilities as an officer or director of GSMS.
3. Covenants. The Stockholder severally agrees with, and covenants to,
PSS as follows:
(a) Prior the termination of this Agreement, the Stockholder shall not
(i) transfer (which term shall include, without limitation, for the
purposes of this Agreement, any sale, gift, pledge, or consent to any
transfer of), any or all of the Stockholder's Shares or any interest
therein, except pursuant to the Merger; (ii) enter into any contract,
option or other agreement or understanding with respect to any transfer of
any or all of such Shares or any interest therein, (iii) grant any proxy,
power of attorney or other authorization in or with respect to such Shares,
except for this Agreement or (iv) deposit such Shares into a voting trust
or enter into a voting agreement or arrangement with respect to such
Shares.
(b) The Stockholder hereby < any rights of appraisal, or rights
to dissent from the Merger, that such Stockholder may have.
4. Grant of Irrevocable Proxy; Appointment of Proxy.
(a) The Stockholder hereby irrevocably grants to, and appoints, Patrick C.
Kelly, Chief Executive Officer of PSS, and David A. Smith, Chief Financial
Officer of PSS, in their respective capacities as officers of PSS, and any
individual who shall hereafter succeed to any such office of PSS, and each
of them individually, the Stockholder's proxy and attorney-in-fact (with
full power of substitution), for and in the name, place and stead of the
Stockholder, to vote the Stockholder's Shares or grant a consent or
approval in respect of such Shares in favor of the Merger, the execution
and delivery of the Merger Agreement and approval of the terms thereof, and
each of the other transactions contemplated by the Merger Agreement,
provided that the terms of the Merger Agreement shall not have been amended
to reduce the Exchange Ratio payable in the Merger to a lesser amount of
PSS Common Stock or otherwise to adversely impair
-2-
<PAGE>
the Stockholder's rights or increase the Stockholder's obligations
thereunder, whether in his capacity as a stockholder or in any other
capacity.
(b) The Stockholder represents that any proxies heretofore given in
respect of the Stockholder's Shares are not irrevocable, and that any such
proxies are hereby revoked.
(c) The Stockholder hereby affirms that the irrevocable proxy set
forth in this Section 4 is given in connection with the execution of the
Merger Agreement, and that such irrevocable proxy is given to secure the
performance of the duties of the Stockholder under this Agreement. The
Stockholder hereby further affirms that the irrevocable proxy is coupled
with an interest and may under no circumstances be revoked. The Stockholder
hereby ratifies and confirms all that such irrevocable proxy may lawfully
do or cause to be done by virtue hereof.
5. Certain Events. The Stockholder agrees that this Agreement and the
obligations hereunder shall attach to the Stockholder's Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or otherwise, including without
limitation the Stockholder's successors or assigns. In the event of any stock
split, stock dividend, merger, reorganization, recapitalization or other change
in the capital structure of GSMS, or the acquisition of additional shares of
GSMS Common Stock or other voting securities of GSMS by any Stockholder, the
number of Shares subject to the terms of this Agreement shall be adjusted
appropriately and this Agreement and the obligations hereunder shall attach to
any additional shares of GSMS Common Stock or other voting securities of GSMS
issued to or acquired by the Stockholder.
6. Further Assurances. The Stockholder shall, upon request of PSS,
execute and deliver any additional documents and take such further actions as
may reasonably be deemed by PSS to be necessary or desirable to carry out the
provisions hereof and to vest the power to vote such Stockholder's Shares as
contemplated by Section 4 in PSS and the other irrevocable proxies described
therein at the expense of PSS.
7. Termination. This Agreement, and all rights and obligations of the
parties hereunder; including without limitation, the proxy set forth in Section
4, shall terminate upon the first to occur of (i) the Effective Time of the
Merger or (ii) the date upon which the Merger Agreement is terminated in
accordance with its terms.
8. Miscellaneous.
(a) This Agreement may be executed in two or more counterparts, all of
which shall be considered one and the same agreement.
(b) This Agreement (including the documents and instruments referred
to herein) constitutes the entire agreement, and supersedes all prior
agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof.
(c) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.
(d) Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in part, by
operation of law or otherwise, by any of the parties without the prior
written consent of the other parties, except as expressly contemplated by
Section 3(a). Any assignment in violation of the foregoing shall be void.
(e) The Stockholder agrees that irreparable damage would occur and that
PSS would not have any adequate remedy at law in the event that any of the
provisions of this
-3-
<PAGE>
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ David A. Smith
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ William W. McInnes
-------------------------------
Print Name: William W. McInnes
-4-
<PAGE>
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ David A. Smith
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ Edward Shulman
-------------------------------
Print Name: Edward Shulman
-4-
<PAGE>
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ David A. Smith
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ Donna C.E. Williamson
---------------------------------
Print Name: Donna C.E. Williamson
-4-
<PAGE>
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ David A. Smith
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ David L. Bogetz
-------------------------------
Print Name: David L. Bogetz
-4-
<PAGE>
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ David A. Smith
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ Melvin L. Hecktman
-------------------------------
Print Name: Melvin L. Hecktman
-4-
<PAGE>
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ David A. Smith
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ Thomas G. Hixon
-------------------------------
Print Name: Thomas G. Hixon
-4-
<PAGE>
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ David A. Smith
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ Steve Richardson
-------------------------------
Print Name: Steve Richardson
-4-
<PAGE>
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ David A. Smith
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ Guy W. Edwards
-------------------------------
Print Name: Guy W. Edwards
-4-
<PAGE>
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ David A. Smith
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ Stanton Keith Pritchard
-----------------------------------
Print Name: Stanton Keith Pritchard
-4-
<PAGE>
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that PSS shall be
entitled to an injunction or injunctions to prevent breaches by the
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, or prevent PSS or GSMS from accounting for the Merger as a
pooling of interests, such term, provision, covenant or restriction shall
be modified or voided, as may be necessary to achieve the intent of the
parties to the extent possible, and the remainder of the terms, provisions,
covenants and restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any way
be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Voting Agreement as of the day and year first above written.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ David A. Smith
---------------------------
Title: Executive Vice President
and Chief Financial Officer
"STOCKHOLDER"
/s/ Louie Vaughan
-------------------------------
Print Name: Louie Vaughan
-4-
<PAGE>
EXHIBIT 3
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of
December 14, 1997, by and between Gulf South Medical Supply, Inc., a Delaware
corporation ("Issuer"), and Physician Sales & Service, Inc., a Florida
corporation ("Grantee").
WHEREAS, Grantee and Issuer have entered into that certain Agreement and Plan
of Merger, dated as of December 14, 1997 (the "Merger Agreement"), providing
for, among other things, the merger of a wholly owned Subsidiary of Grantee with
and into Issuer, with Issuer as the surviving entity; and
WHEREAS, as a condition and inducement to Grantee's execution of the Merger
Agreement, Grantee has required that Issuer agree, and Issuer has agreed, to
grant Grantee the Option (as defined below);
NOW, THEREFORE, in consideration of the respective representations,
warranties, covenants and agreements set forth herein and in the Merger
Agreement, and intending to be legally bound hereby, Issuer and Grantee agree as
follows:
1. Defined Terms. Capitalized terms which are used but not defined herein
shall have the meanings ascribed to such terms in the Merger Agreement.
2. Grant of Option. Subject to the terms and conditions set forth herein,
Issuer hereby grants to Grantee an irrevocable option (the "Option") to purchase
up to 3,253,066 shares (as adjusted as set forth herein, the "Option Shares,"
which shall include the Option Shares before and after any transfer of such
Option Shares) of common stock, $.01 par value per share ("Issuer Common
Stock"), of Issuer at a purchase price per Option Share (subject to adjustment
as set forth herein, the "Purchase Price") equal to $29.06 per share of Issuer
Common Stock.
3. Exercise of Option.
(a) Provided that (i) Grantee or Holder (as hereinafter defined), as
applicable, shall not be in material breach of its agreements or covenants
contained in this Agreement or the Merger Agreement, and (ii) no preliminary or
permanent injunction or other order against the delivery of shares covered by
the Option issued by any court of competent jurisdiction in the United States
shall be in effect, Holder may exercise the Option, in whole or in part, at any
time and from time to time following the occurrence of a Purchase Event;
provided that the Option shall terminate and be of no further force and effect
upon the earliest to occur of (A) the Effective Time, (B) termination of the
Merger Agreement in accordance with the terms thereof prior to the occurrence of
a Purchase Event or a Preliminary Purchase Event (other than a termination of
the Merger Agreement by Grantee pursuant to Section 10.1(b) (but only if such
termination was a result of a willful breach by Issuer) or Section 10.1(c)
thereof (each a "Default Termination")), (C) 120 days after a Default
Termination (provided, that if, within 120 days after such termination of the
Merger Agreement, a Purchase Event or a Preliminary Purchase Event shall occur,
then notwithstanding anything to the contrary contained herein (including clause
(D) of this sentence), this Option shall terminate 120 days after the first
occurrence of such an event), and (D) 120 days after any termination of the
Merger Agreement (other than a Default Termination) following the occurrence of
a Purchase Event or a Preliminary Purchase Event. The term "Holder" shall mean
the holder or holders of the Option from time to time, and which initially is
the Grantee. The rights set forth in Section 8 shall terminate when the right
to exercise the Option terminates (other than as a result of a complete exercise
of the Option) as set forth herein.
(b) As used herein, a "Purchase Event" means any of the following events
subsequent to the date of this Agreement:
(i) without Grantee's prior written consent, Issuer shall have
authorized, recommended, publicly proposed or publicly announced an intention
to authorize, recommend or propose, or entered into
<PAGE>
an agreement with any person (other than Grantee or any Subsidiary of
Grantee) to effect an Acquisition Transaction (as defined below). As used
herein, the term Acquisition Transaction shall mean (A) a merger,
consolidation or similar transaction involving Issuer or any of its
Subsidiaries (other than transactions solely between Issuer's Subsidiaries),
(B) except as permitted pursuant to Section 7.1 of the Merger Agreement, the
disposition, by sale, lease, exchange or otherwise, of Assets of Issuer or
any of its Subsidiaries representing in either case 15% or more of the
consolidated assets of Issuer and its Subsidiaries, or (C) the issuance, sale
or other disposition of (including by way of merger, consolidation, share
exchange or any similar transaction) securities representing 25% or more of
the voting power of Issuer or any of its Subsidiaries (any of the foregoing,
an "Acquisition Transaction"); or
(ii) any person (other than Grantee or any Subsidiary of Grantee)
shall have acquired beneficial ownership (as such term is defined in Rule
13d-3 promulgated under the Exchange Act) of or the right to acquire
beneficial ownership of, or any "group" (as such term is defined under the
Exchange Act), other than a group of which Grantee or any of its Subsidiaries
of Grantee is a member, shall have been formed which beneficially owns or has
the right to acquire beneficial ownership of, 25% or more of the then-
outstanding shares of Issuer Common Stock.
(c) As used herein, a "Preliminary Purchase Event" means any of the
following events:
(i) any person (other than Grantee or any Subsidiary of Grantee)
shall have commenced (as such term is defined in Rule 14d-2 under the
Exchange Act), or shall have filed a registration statement under the
Securities Act with respect to, a tender offer or exchange offer to purchase
any shares of Issuer Common Stock such that, upon consummation of such offer,
such person would own or control 25% or more of the then-outstanding shares
of Issuer Common Stock (such an offer being referred to herein as a "Tender
Offer" or an "Exchange Offer," respectively); or
(ii) the holders of Issuer Common Stock shall not have approved the
Merger Agreement at the meeting of such stockholders held for the purpose of
voting on the Merger Agreement, such meeting shall not have been held or
shall have been canceled prior to termination of the Merger Agreement, or
Issuer's Board of Directors shall have withdrawn or modified in a manner
adverse to Grantee the recommendation of Issuer's Board of Directors with
respect to the Merger Agreement, in each case after it shall have been
publicly announced that any person (other than Grantee or any Subsidiary of
Grantee) shall have (A) made, or disclosed an intention to make, a proposal
to engage in an Acquisition Transaction, (B) commenced a Tender Offer or
filed a registration statement under the Securities Act with respect to an
Exchange Offer, or (C) filed an application (or given a notice), whether in
draft or final form, under any federal or state statute or regulation
(including a notice filed under the HSR Act) seeking the Consent to an
Acquisition Transaction from any federal or state governmental or regulatory
authority or agency.
As used in this Agreement, "person" shall have the meaning specified in Sections
3(a)(9) and 13(d)(3) of the Exchange Act.
(d) In the event Holder wishes to exercise the Option, it shall send to
Issuer a written notice (the date of which being herein referred to as the
"Notice Date") specifying (i) the total number of Option Shares it intends to
purchase pursuant to such exercise and (ii) a place and date not earlier than
three business days nor later than 15 business days from the Notice Date for the
closing (the "Closing") of such purchase (the "Closing Date"). If prior Consent
of any governmental or regulatory agency or authority is required in connection
with such purchase, Issuer shall cooperate with Holder in the filing of the
required notice or application for such Consent and the obtaining of such
Consent and the Closing shall occur immediately following receipt of such
Consents (and expiration of any mandatory waiting periods).
(e) Notwithstanding any other provision of this Agreement to the
contrary, in no event shall Holders (in the aggregate) purchase under the terms
of this Agreement that number of Option Shares which have a "Spread Value" in
excess of the remainder obtained by subtracting (A) all payments under Section
11.2(b) of the Merger Agreement from (B) $24,000,000 (the "Maximum Amount").
For purposes of this Agreement, "Spread
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<PAGE>
Value" shall mean the difference between (i) the product of (1) the sum of the
total number of Option Shares Holder(x) intends to purchase at the Closing Date
pursuant to the exercise of the Option and (y) previously purchased pursuant to
the prior exercise of the Option, and (2) the closing bid price of Issuer Common
Stock as quoted on the Nasdaq National Market on the last trading day
immediately preceding the Closing Date, and (ii) the product of (1) the total
number of Option Shares that Holder (x) intends to purchase at the Closing Date
pursuant to the exercise of the Option and (y) previously purchased pursuant to
the prior exercise of the Option and (2) the applicable Purchase Price of such
Option Shares. In the event the Spread Value exceeds the Maximum Amount, the
number of Option Shares which Holder is entitled to purchase at the Closing Date
shall be reduced to that number of shares necessary such that the Spread Value
equals or is less than the Maximum Amount.
4. Payment and Delivery of Certificates.
(a) On each Closing Date, Holder shall (i) pay to Issuer, in immediately
available funds by wire transfer to a bank account designated by Issuer, an
amount equal to the Purchase Price multiplied by the number of Option Shares to
be purchased on such Closing Date, and (ii) present and surrender this Agreement
to the Issuer at the address of the Issuer specified in Section 13(f) hereof.
(b) At each Closing, simultaneously with the delivery of immediately
available funds and surrender of this Agreement as provided in Section 4(a), (i)
Issuer shall deliver to Holder (A) a certificate or certificates representing
the Option Shares to be purchased at such Closing, which Option Shares shall be
free and clear of all liens, claims, charges and encumbrances of any kind
whatsoever and subject to no pre-emptive rights, and (B) if the Option is
exercised in part only, an executed new agreement with the same terms as this
Agreement evidencing the right to purchase the balance of the shares of Issuer
Common Stock purchasable hereunder, and (ii) Holder shall deliver to Issuer a
letter agreeing that Holder shall not offer to sell or otherwise dispose of such
Option Shares in violation of applicable federal and state law or of the
provisions of this Agreement.
(c) In addition to any other legend that is required by applicable law,
certificates for the Option Shares delivered at each Closing shall be endorsed
with a restrictive legend which shall read substantially as follows:
THE TRANSFER OF THE STOCK REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO
RESTRICTIONS ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
PURSUANT TO THE TERMS OF A STOCK OPTION AGREEMENT DATED AS OF DECEMBER 14,
1997. A COPY OF SUCH AGREEMENT WILL BE PROVIDED TO THE HOLDER HEREOF WITHOUT
CHARGE UPON RECEIPT BY THE ISSUER OF A WRITTEN REQUEST THEREFOR.
It is understood and agreed that the above legend shall be removed by delivery
of substitute certificate(s) without such legend if Holder shall have delivered
to Issuer a copy of a letter from the staff of the SEC, or an opinion of counsel
in form and substance reasonably satisfactory to Issuer and its counsel, to the
effect that such legend is not required for purposes of the Securities Act.
5. Representations and Warranties of Issuer. Issuer hereby represents and
warrants to Grantee as follows:
(a) Issuer has all requisite corporate power and authority to enter into
this Agreement and, subject to any approvals or consents referred to herein,
to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate
action on the part of Issuer. This Agreement has been duly executed and
delivered by Issuer. The execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby and compliance by Issuer
with any of the provisions hereof will not (i) conflict with or result in a
breach of any provision of its Certificate of Incorporation or Bylaws or a
default (or give rise to any right of termination, cancellation or
acceleration) under any of the terms,
-3-
<PAGE>
condition or provisions of any note, bond, debenture, mortgage, indenture,
license, material agreement or other material instrument or obligation to
which Issuer is bound, or (ii) violate any order, writ, injunction, decree,
statute, rule or regulation applicable to Issuer or any of its properties or
assets. No Consent by any governmental or regulatory agency or authority,
other than compliance with applicable federal and state securities laws or
the filing of a notification under the HSR Act, is required of Issuer in
connection with the execution and delivery by Issuer of this Agreement or the
consummation by Issuer of the transactions contemplated hereby.
(b) Issuer has taken all necessary corporate and other action to
authorize and reserve and to permit it to issue, and, at all times from the
date hereof until the obligation to deliver Issuer Common Stock upon the
exercise of the Option terminates, will have reserved for issuance, upon
exercise of the Option, the number of shares of Issuer Common Stock necessary
for Holder to exercise the Option, and Issuer will take all necessary
corporate action to authorize and reserve for issuance all additional shares
of Issuer Common Stock or other securities which may be issued pursuant to
Section 7 upon exercise of the Option. The shares of Issuer Common Stock to
be issued upon due exercise of the Option, including all additional shares of
Issuer Common Stock or other securities which may be issuable pursuant to
Section 7, upon issuance pursuant hereto, shall be duly and validly issued,
fully paid, and nonassessable, and shall be delivered free and clear of all
liens, claims, charges, and encumbrances of any kind or nature whatsoever,
including any preemptive rights of any stockholder of Issuer.
(c) The authorized capital stock of Issuer consists of (i) 30,000,000
shares of Gazelle Common Stock, of which 16,347,064 shares are issued and
outstanding at this date, and (ii) 1,000,000 shares of preferred stock, $.01
par value per share, none of which are issued and outstanding. Except as
disclosed in Section 5.3(b) of the Gazelle Disclosure Memorandum, there are
no other equity securities of Gazelle outstanding and no outstanding Equity
Rights relating to the capital stock of Gazelle.
6. Representations and Warrants of Grantee. Grantee hereby represents and
warrants to Issuer that:
(a) Grantee has all requisite corporate power and authority to enter into
this Agreement and, subject to any approvals or Consents referred to herein,
to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate
action on the part of Grantee. This Agreement has been duly executed and
delivered by Grantee.
(b) This Option is not being, and any Option Shares or other securities
acquired by Grantee upon exercise of the Option will not be, acquired with a
view to the public distribution thereof and will not be transferred or
otherwise disposed of except in a transaction registered or exempt from
registration under the Securities Laws.
7. Adjustment upon Changes in Capitalization, etc.
(a) In the event of any change in Issuer Common Stock by reason of a
stock dividend, stock split, split-up, recapitalization, combination, exchange
of shares or similar transaction, the type and number of shares or securities
subject to the Option, and the Purchase Price therefor, shall be adjusted
appropriately, and proper provision shall be made in the agreements governing
such transaction so that Holder shall receive, upon exercise of the Option, the
number and class of shares or other securities or property that Holder would
have received in respect of Issuer Common Stock if the Option had been exercised
immediately prior to such event, or the record date therefor, as applicable. If
any additional shares of Issuer Common Stock are issued after the date of this
Agreement (other than pursuant to an event described in the first sentence of
this Section 7(a)), the number of shares of Issuer Common Stock subject to the
Option shall be adjusted, without any further action by or on behalf of the
Issuer or Holder, so that, after such issuance, it, together with any shares of
Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the
number of shares of Issuer Common Stock then issued and outstanding, without
giving effect to any shares subject to or issued pursuant to the Option.
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<PAGE>
(b) In the event that Issuer shall enter into an agreement: (i) to
consolidate with or merge into any person, other than Grantee or one of its
Subsidiaries, and shall not be the continuing or surviving corporation of such
consolidation or merger; (ii) to permit any person, other than Grantee or one of
its Subsidiaries, to merge into Issuer and Issuer shall be the continuing or
surviving corporation, but, in connection with such merger, the then outstanding
shares of Issuer Common Stock shall be changed into or exchanged for stock or
other securities of Issuer or any other person or cash or any other property or
the outstanding shares of Issuer Common Stock immediately prior to such merger
shall after such merger represent less than 50% of the outstanding shares and
share equivalents of the merged company; or (iii) to sell or otherwise transfer
all or substantially all of its Assets to any person, other than Grantee or one
of its Subsidiaries, then, and in each such case, the agreement governing such
transaction shall make proper provisions so that the Option shall, upon the
consummation of any such transaction and upon the terms and conditions set forth
herein, be converted into, or exchanged for, an option (the "Substitute
Option"), at the election of Holder, of either (x) the Acquiring Corporation (as
defined below), (y) any person that controls the Acquiring Corporation, or (z)
in the case of a merger described in clause (ii), the Issuer (in each case, such
person being referred to as the "Substitute Option Issuer").
(c) The Substitute Option shall have the same terms as the Option,
provided that, if the terms of the Substitute Option cannot, for legal reasons,
be the same as the Option, such terms shall be as similar as possible and in no
event less advantageous to Holder. The Substitute Option Issuer shall also
enter into an agreement with each Holder of the Substitute Option in
substantially the same form as this Agreement, which shall be applicable to the
Substitute Option.
(d) The Substitute Option shall be exercisable for such number of shares
of the Substitute Common Stock (as hereinafter defined) as is equal to the
Assigned Value (as hereinafter defined) multiplied by the number of shares of
the Issuer Common Stock for which the Option was theretofore exercisable,
divided by the Average Price (as hereinafter defined). The exercise price of
the Substitute Option per share of the Substitute Common Stock (the "Substitute
Purchase Price") shall then be equal to the Purchase Price multiplied by a
fraction in which the numerator is the number of shares of the Issuer Common
Stock for which the Option was theretofore exercisable and the denominator is
the number of shares for which the Substitute Option is exercisable.
(e) The following terms have the meanings indicated:
(i) "Acquiring Corporation" shall mean (x) the continuing or
surviving corporation of a consolidation or merger with Issuer (if other than
Issuer), (y) Issuer in a merger in which Issuer is the continuing or
surviving person, and (z) the transferee of all or any substantial part of
the Issuer's assets (or the Assets of its Subsidiaries).
(ii) "Substitute Common Stock" shall mean the common stock having the
greatest voting rights to be issued by the Substitute Option Issuer upon
exercise of the Substitute Option.
(iii) "Assigned Value" shall mean the highest of (x) the price per
share of the Issuer Common Stock at which a Tender Offer or Exchange Offer
therefor has been made by any person (other than Grantee or any Subsidiary of
Grantee), (y) the price per share of the Issuer Common Stock to be paid by
any person (other than Grantee or any Subsidiary of Grantee) pursuant to an
agreement with Issuer, and (z) the highest closing sales price per share of
Issuer Common Stock quoted on the Nasdaq National Market (or if Issuer Common
Stock is not quoted on the Nasdaq National Market, the highest bid price per
share on any day as quoted on the principal trading market or securities
exchange on which such shares are traded as reported by a recognized source
chosen by Holder) within the 30-day period immediately preceding the
agreement; provided, that in the event of a sale of less than all of Issuer's
assets, the Assigned Value shall be the sum of the price paid in such sale
for such assets and the current market value of the remaining assets of
Issuer as determined by a nationally recognized investment banking firm
selected by Holder (or by a majority in interest of the Holders if there
shall be more than one Holder (a "Holder Majority")), divided by the number
of shares of the Issuer Common Stock outstanding at the time of such sale.
In the event that an exchange offer is made for the Issuer Common Stock or an
agreement is entered into for a merger or
-5-
<PAGE>
consolidation involving consideration other than cash, the value of the
securities or other property issuable or deliverable in exchange for the
Issuer Common Stock shall be determined by a nationally recognized investment
banking firm mutually selected by Holder and Issuer (or if applicable,
Acquiring Corporation), provided that if a mutual selection cannot be made as
to such investment banking firm, it shall be selected by Holder. (If there
shall be more than one Holder, any such selection shall be made by a Holder
Majority.)
(iv) "Average Price" shall mean the average closing price of a share
of the Substitute Common Stock for the one year immediately preceding the
consolidation, merger or sale in question, but in no event higher than the
closing price of the shares of the Substitute Common Stock on the day
preceding such consolidation, merger or sale; provided that if Issuer is the
issuer of the Substitute Option, the Average Price shall be computed with
respect to a share of common stock issued by Issuer, the person merging into
Issuer or by any company which controls or is controlled by such merger
person, as Holder may elect.
(f) In no event pursuant to any of the foregoing paragraphs shall the
Substitute Option be exercisable for more than 19.9% of the aggregate of the
shares of the Substitute Common Stock outstanding prior to exercise of the
Substitute Option. In the event that the Substitute Option would be exercisable
for more than 19.9% of the aggregate of the shares of Substitute Common Stock
but for this clause (f), the Substitute Option Issuer shall make a cash payment
to Holder equal to the excess of (i) the value of the Substitute Option without
giving effect to the limitation in this clause (f) over (ii) the value of the
Substitute Option after giving effect to the limitation in this clause (f).
This difference in value shall be determined by a nationally recognized
investment banking firm selected by Holder (or a Holder Majority).
(g) Issuer shall not enter into any transaction described in subsection
(b) of this Section 7 unless the Acquiring Corporation and any person that
controls the Acquiring Corporation assume in writing all the obligations of
Issuer hereunder and take all other actions that may be necessary so that the
provisions of this Section 7 are given full force and effect (including, without
limitation, any action that may be necessary so that the shares of Substitute
Common Stock are in no way distinguishable from or have lesser economic value
than other shares of common stock issued by the Substitute Option Issuer).
(h) The provisions of Sections 8, 9 and 10 shall apply, with appropriate
adjustments, to any securities for which the Option becomes exercisable pursuant
to this Section 7 and, as applicable, references in such sections to "Issuer,"
"Option," "Purchase Price" and "Issuer Common Stock" shall be deemed to be
references to "Substitute Option Issuer," "Substitute Option," "Substitute
Purchase Price" and "Substitute Common Stock," respectively.
8. Repurchase at the Option of Holder.
(a) Subject to the last sentence of Section 3(a), at the request of
Holder at any time commencing upon the first occurrence of a Repurchase Event
(as defined in Section 8(d)) and ending 12 months immediately thereafter, Issuer
shall repurchase from Holder the Option and all shares of Issuer Common Stock
purchased by Holder pursuant hereto with respect to which Holder then has
beneficial ownership. The date on which Holder exercises its rights under this
Section 8 is referred to as the "Request Date." Such repurchase shall be at an
aggregate price (the "Section 8 Repurchase Consideration") equal to the sum of:
(i) the aggregate Purchase Price paid by Holder for any shares of
Issuer Common Stock acquired by Holder pursuant to the Option with respect to
which Holder then has beneficial ownership;
(ii) the excess, if any, of (x) the Applicable Price (as defined
below) for each share of Issuer Common Stock over (y) the Purchase Price
(subject to adjustment pursuant to Section 7), multiplied by the number of
shares of Issuer Common Stock with respect to which the Option has not been
exercised; and
(iii) the excess, if any, of the Applicable Price over the Purchase
Price (subject to adjustment pursuant to Section 7) paid (or, in the case of
Option Shares with respect to which the Option has been exercised but the
Closing Date has not occurred, payable) by Holder for each share of Issuer
Common Stock
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<PAGE>
with respect to which the Option has been exercised and with respect to which
Holder then has beneficial ownership, multiplied by the number of such
shares.
Notwithstanding the foregoing, in no event shall the sum of (A) the remainder
obtained by subtracting (1) the aggregate Purchase Price paid from (2) the
Section 8 Repurchase Consideration plus (B) all payments received by Gator, if
any, under Section 11.2(b) of the Merger Agreement, exceed $24,000,000.
(b) If Holder exercises its rights under this Section 8, Issuer shall,
within ten business days after the Request Date, pay the Section 8 Repurchase
Consideration to Holder in immediately available funds, and contemporaneously
with such payment Holder shall surrender to Issuer the Option and the
certificates evidencing the shares of Issuer Common Stock purchased thereunder
with respect to which Holder then has beneficial ownership, and Holder shall
warrant that it has sole record and beneficial ownership of such shares and that
the same are then free and clear of all liens, claims, charges and encumbrances
of any kind whatsoever. Notwithstanding the foregoing, to the extent that prior
notification to or Consent of any governmental or regulatory agency or authority
is required in connection with the payment of all or any portion of the Section
8 Repurchase Consideration, Holder shall have the ongoing option to revoke its
request for repurchase pursuant to Section 8, in whole or in part, or to require
that Issuer deliver from time to time that portion of the Section 8 Repurchase
Consideration that it is not then so prohibited from paying and promptly file
the required notice or application for Consent and expeditiously process the
same (and each party shall cooperate with the other in the filing of any such
notice or application and the obtaining of any such Consent). If any
governmental or regulatory agency or authority disapproves of any part of
Issuer's proposed repurchase pursuant to this Section 8, Issuer shall promptly
give notice of such fact to Holder. If any governmental or regulatory agency or
authority prohibits the repurchase in part but not in whole, then Holder shall
have the right (i) to revoke the repurchase request or (ii) to the extent
permitted by such agency or authority, determine whether the repurchase should
apply to the Option and/or Option Shares and to what extent to each, and Holder
shall thereupon have the right to exercise the Option as to the number of Option
Shares for which the Option was exercisable at the Request Date less the sum of
the number of shares covered by the Option in respect of which payment has been
made pursuant to Section 8(a)(ii) and the number of shares covered by the
portion of the Option (if any) that has been repurchased. Holder shall notify
Issuer of its determination under the preceding sentence within five business
days of receipt of notice of disapproval of the repurchase.
(c) For purposes of this Agreement, the "Applicable Price" means the
highest of (i) the highest price per share of Issuer Common Stock paid for any
such share by the person or groups described in Section 8(d)(i), (ii) the price
per share of Issuer Common Stock received by holders of Issuer Common Stock in
connection with any merger or other business combination transaction described
in Section 7(b)(i), 7(b)(ii) or 7(b)(iii), or (iii) the highest closing sales
price per share of Issuer Common Stock quoted on the Nasdaq National Market (or
if Issuer Common Stock is not quoted on the Nasdaq National Market, the highest
bid price per share as quoted on the principal trading market or securities
exchange on which such shares are traded as reported by a recognized source
chosen by Holder) during the 60 business days preceding the Request Date;
provided, however, that in the event of a sale of less than all of Issuer's
Assets, the Applicable Price shall be the sum of the price paid in such sale for
such assets and the current market value of the remaining assets of Issuer as
determined by an independent nationally recognized investment banking firm
selected by Holder and reasonably acceptable to Issuer (which determination
shall be conclusive for all purposes of this Agreement), divided by the number
of shares of the Issuer Common Stock outstanding at the time of such sale. If
the consideration to be offered, paid or received pursuant to either of the
foregoing clauses (i) or (ii) shall be other than in cash, the value of such
consideration shall be determined in good faith by an independent nationally
recognized investment banking firm selected by Holder and reasonably acceptable
to Issuer, which determination shall be conclusive for all purposes of this
Agreement.
(d) As used herein, "Repurchase Event" shall occur if (i) any person
(other than Grantee or any Subsidiary of Grantee) shall have acquired beneficial
ownership (as such term is defined in Rule 13d-3 promulgated under the Exchange
Act), or the right to acquire beneficial ownership, or any "group" (as such term
is defined under the Exchange Act) shall have been formed which beneficially
owns or has the right to acquire beneficial ownership of 50% or more of the
then-outstanding shares of Issuer Common Stock, or (ii) any of the transactions
described in Section 7(b)(i), 7(b)(ii) or 7(b)(iii) shall be consummated.
-7-
<PAGE>
9. Registration Rights.
(a) Following termination of the Merger Agreement, Issuer shall, subject
to the conditions of subparagraph (c) below, if requested by any Holder,
including Grantee and any permitted transferee ("Selling Holder"), as
expeditiously as possible prepare and file a registration statement under the
Securities Laws if necessary in order to permit the sale or other disposition of
any or all shares of Issuer Common Stock or other securities that have been
acquired by or are issuable to Selling Holder upon exercise of the Option in
accordance with the intended method of sale or other disposition stated by
Holder in such request, including, without limitation, a "shelf" registration
statement under Rule 415 under the Securities Act or any successor provision,
and Issuer shall use its best efforts to qualify such shares or other securities
for sale under any applicable state securities laws.
(b) If Issuer at any time after the exercise of the Option proposes to
register any shares of Issuer Common Stock under the Securities Laws in
connection with an underwritten public offering of such Issuer Common Stock,
Issuer will promptly give written notice to Holder of its intention to do so
and, upon the written request of Holder given within 30 days after receipt of
any such notice (which request shall specify the number of shares of Issuer
Common Stock intended to be included in such underwritten public offering by
Selling Holder), Issuer will cause all such shares, the holders of which shall
have requested participation in such registration, to be so registered and
included in such underwritten public offering; provided, that Issuer may elect
to not cause any such shares to be so registered (i) if the underwriters in good
faith object for valid business reasons, or (ii) in the case of a registration
solely to implement a dividend reinvestment or similar plan, an employee benefit
plan or a registration filed on Form S-4 or any successor form, or a
registration filed on a form which does not permit registrations of resales;
provided, further, that such election pursuant to clause (i) may only be made
two times. If some but not all the shares of Issuer Common Stock, with respect
to which Issuer shall have received requests for registration pursuant to this
subparagraph (b), shall be excluded from such registration, Issuer shall make
appropriate allocation of shares to be registered among Selling Holders and any
other person (other than Issuer or any person exercising demand registration
rights in connection with such registration) who or which is permitted to
register their shares of Issuer Common Stock in connection with such
registration pro rata in the proportion that the number of shares requested to
be registered by each Selling Holder bears to the total number of shares
requested to be registered by all persons then desiring to have Issuer Common
Stock registered for sale.
(c) Issuer shall use all reasonable efforts to cause each registration
statement referred to in subparagraph (a) above to become effective and to
obtain all consents or waivers of other parties which are required therefor and
to keep such registration statement effective, provided, that Issuer may delay
any registration of Option Shares required pursuant to subparagraph (a) above
for a period not exceeding 90 days provided Issuer shall in good faith determine
that any such registration would adversely affect an offering or contemplated
offering of other securities by Issuer, and Issuer shall not be required to
register Option Shares under the Securities Laws pursuant to subparagraph (a)
above:
(i) prior to the earliest of (a) termination of the Merger Agreement
pursuant to Section 10.1 thereof, (b) failure to obtain the requisite
stockholder approval pursuant to Section 9.1(a) of the Merger Agreement, and
(c) a Purchase Event or a Preliminary Purchase Event;
(ii) on more than two occasions;
(iii) more than once during any calendar year;
(iv) within 90 days after the effective date of a registration
referred to in subparagraph (b) above pursuant to which the Selling Holders
concerned were afforded the opportunity to register such shares under the
Securities Laws and such shares were registered as requested; and
(v) unless a request therefor is made to Issuer by Selling Holders
holding at least 25% or more of the aggregate number of Option Shares then
outstanding.
-8-
<PAGE>
In addition to the foregoing, Issuer shall not be required to maintain
the effectiveness of any registration statement after the expiration of 120 days
from the effective date of such registration statement. Issuer shall use all
reasonable efforts to make any filings, and take all steps, under all applicable
state securities laws to the extent necessary to permit the sale or other
disposition of the Option Shares so registered in accordance with the intended
method of distribution for such shares, provided, that Issuer shall not be
required to consent to general jurisdiction or qualify to do business in any
state where it is not otherwise required to so consent to such jurisdiction or
to so qualify to do business.
(d) Except where applicable state law prohibits such payments, Issuer
will pay all expenses (including without limitation registration fees,
qualification fees, blue sky fees and expenses (including the fees and expenses
of counsel), accounting expenses, legal expenses including the reasonable fees
and expenses of one counsel to the Selling Holders, printing expenses, expenses
of underwriters, excluding discounts and commissions but including liability
insurance if Issuer so desires or the underwriters so require, and the
reasonable fees and expenses of any necessary special experts) in connection
with each registration pursuant to subparagraph (a) or (b) above (including the
related offerings and sales by Selling Holders) and all other qualifications,
notifications or exemptions pursuant to subparagraph (a) or (b) above.
Underwriting discounts and commissions relating to Option Shares and any other
expenses incurred by such Selling Holders in connection with any such
registration shall be borne by such Selling Holders.
(e) In connection with any registration under subparagraph (a) or (b)
above Issuer hereby indemnifies the Selling Holders, and each underwriter
thereof, including each person, if any, who controls such holder or underwriter
within the meaning of Section 15 of the Securities Act, against all expenses,
losses, claims, damages and liabilities caused by any untrue, or alleged untrue,
statement of a material fact contained in any registration statement or
prospectus or notification or offering circular (including any amendments or
supplements thereto) or any preliminary prospectus, or caused by any omission,
or alleged omission, to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such expenses, losses, claims, damages or liabilities of such
indemnified party are caused by any untrue statement or alleged untrue statement
that was included by Issuer in any such registration statement or prospectus or
notification or offering circular (including any amendments or supplements
thereto) in reliance upon and in conformity with, information furnished in
writing to Issuer by such indemnified party expressly for use therein, and
Issuer and each officer, director and controlling person of Issuer shall be
indemnified by such Selling Holder, or by such underwriter, as the case may be,
for all such expenses, losses, claims, damages and liabilities caused by any
untrue, or alleged untrue, statement, that was included by Issuer in any such
registration statement or prospectus or notification or offering circular
(including any amendments or supplements thereto) in reliance upon, and in
conformity with, information furnished in writing to Issuer by such holder or
such underwriter, as the case may be, expressly for such use.
Promptly upon receipt by a party indemnified under this subparagraph
(e) of notice of the commencement of any action against such indemnified party
in respect of which indemnity or reimbursement may be sought against any
indemnifying party under this subparagraph (e), such indemnified party shall
notify the indemnifying party in writing of the commencement of such action, but
the failure so to notify the indemnifying party shall not relieve it of any
liability which it may otherwise have to any indemnified party under this
subparagraph (e). In case notice of commencement of any such action shall be
given to the indemnifying party as above provided, the indemnifying party shall
be entitled to participate in and, to the extent it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense of such
action at its own expense, with counsel chosen by it and satisfactory to such
indemnified party. The indemnified party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel (other than reasonable costs of
investigation) shall be paid by the indemnified party unless (i) the
indemnifying party either agrees to pay the same, (ii) the indemnifying party
falls to assume the defense of such action with counsel' satisfactory to the
indemnified party, or (iii) the indemnified party has been advised by counsel
that one or more legal defenses may be available to the indemnifying party that
may be contrary to the interest of the indemnified party, in which case the
indemnifying party shall be entitled to assume the defense of such action
-9-
<PAGE>
notwithstanding its obligation to bear fees and expenses of such counsel. No
indemnifying party shall be liable for any settlement entered into without its
consent, which consent may not be unreasonably withheld.
If the indemnification provided for in this subparagraph (e) is
unavailable to a party otherwise entitled to be indemnified in respect of any
expenses, losses, claims, damages or liabilities referred to herein, then the
indemnifying party, in lieu of indemnifying such party otherwise entitled to be
indemnified, shall contribute to the amount paid or payable by such party to be
indemnified as a result of such expenses, losses, claims, damages or liabilities
in such proportion as is appropriate to reflect the relative benefits received
by Issuer, all selling stockholders and the underwriters from the offering of
the securities and also the relative fault of Issuer, all selling stockholders
and the underwriters in connection with the statements or omissions which
resulted in such expenses, losses, claims, damages or liabilities, as well as
any other relevant equitable considerations. The amount paid or payable by a
party as a result of the expenses, losses, claims, damages and liabilities
referred to above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending
any action or claim; provided, that in no case shall any Selling Holder be
responsible, in the aggregate, for any amount in excess of the net offering
proceeds attributable to its Option Shares included in the offering. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. Any obligation by any holder
to indemnify shall be several and not joint with other holders.
In connection with any registration pursuant to subparagraph (a) or
(b) above, Issuer and each Selling Holder (other than Grantee) shall enter into
an agreement containing the indemnification provisions of this subparagraph (e).
(f) Issuer shall comply with all reporting requirements and will do all
such other things as may be necessary to permit the expeditious sale at any time
of any Option Shares by Holder in accordance with and to the extent permitted by
any rule or regulation promulgated by the SEC from time to time, including,
without limitation, Rules 144 and 144A. Issuer shall at its expense provide
Holder with any information necessary in connection with the completion and
filing of any reports or forms required to be filed by them under the Securities
Laws, or required pursuant to any state securities laws or the rules of any
stock exchange.
(g) Issuer will pay all stamp taxes in connection with the issuance and
the sale of the Option Shares and in connection with the exercise of the Option,
and will save Holder harmless, without limitation as to time, against any and
all liabilities, with respect to all such taxes.
10. Quotation; Listing. If Issuer Common Stock or any other securities to be
acquired upon exercise of the Option are then authorized for quotation or
trading or listing on the Nasdaq National Marketor any other securities
exchange, Issuer, upon the request of Holder, will promptly file an application,
if required, to authorize for quotation or trading or listing the shares of
Issuer Common Stock or other securities to be acquired upon exercise of the
Option on the Nasdaq National Market or any other securities exchange and will
use its best efforts to obtain approval, if required, of such quotation or
listing as soon as practicable.
11. Division of Option. This Agreement (and the Option granted hereby) are
exchangeable, without expense, at the option of Holder, upon presentation and
surrender of this Agreement at the principal office of Issuer for other
Agreements providing for Options of different denominations entitling the holder
thereof to purchase in the aggregate the same number of shares of Issuer Common
Stock purchasable hereunder. The terms "Agreement" and "Option" as used herein
include any other Agreements and related Options for which this Agreement (and
the Option granted hereby) may be exchanged. Upon receipt by Issuer of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Agreement, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Agreement, if mutilated, Issuer will execute and deliver a new Agreement of like
tenor and date. Any such new Agreement executed and delivered shall constitute
an additional contractual obligation on the part of Issuer, whether or not the
Agreement so lost, stolen, destroyed or mutilated shall at any time be
enforceable by anyone.
-10-
<PAGE>
12. Miscellaneous.
(a) Expenses. Except as otherwise provided in Section 9, each of the
parties hereto shall bear and pay all costs and expenses incurred by it or on
its behalf in connection with the transactions contemplated hereunder, including
fees and expenses of its own financial consultants, investment bankers,
accountants and counsel.
(b) Waiver and Amendment. Any provision of this Agreement may be waived
at any time by the party that is entitled to the benefits of such provision.
This Agreement may not be modified, amended, altered or supplemented except upon
the execution and delivery of a written agreement executed by the parties
hereto.
(c) Entire Agreement; No Third-Party Beneficiary; Severability. This
Agreement, together with the Merger Agreement and the other documents and
instruments referred to herein and therein, between Grantee and Issuer (a)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof and (b) is not intended to confer upon any person other
than the parties hereto (other than any transferees of the Option Shares or any
permitted transferee of this Agreement pursuant to Section 12(h)) any rights or
remedies hereunder. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or a federal or state
governmental or regulatory agency or authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated. If for any reason such court or
regulatory agency determines that the Option does not permit Holder to acquire,
or does not require Issuer to repurchase, the full number of shares of Issuer
Common Stock as provided in Sections 3 and 8 (as adjusted pursuant to Section
7), it is the express intention of Issuer to allow Holder to acquire or to
require Issuer to repurchase such lesser number of shares as may be permissible
without any amendment or modification hereof.
(d) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware without regard to any
applicable conflicts of law rules.
(e) Descriptive Headings. The descriptive headings contained herein are
for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.
(f) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (with
confirmation) or mailed by registered or certified mail (return receipt
requested) to the parties at the addresses set forth in the Merger Agreement (or
at such other address for a party as shall be specified by like notice).
(g) Counterparts. This Agreement and any amendments hereto may be
executed in two counterparts, each of which shall be considered one and the same
agreement and shall become effective when both counterparts have been signed, it
being understood that both parties need not sign the same counterpart.
(h) Assignment. Neither this Agreement nor any of the rights, interests
or obligations hereunder or under the Option shall be assigned by any of the
parties hereto (whether by operation of law or otherwise) without the prior
written consent of the other party, except that Grantee may assign this
Agreement to a wholly owned Subsidiary of Grantee and Grantee may assign its
rights hereunder in whole or in part after the occurrence of a Purchase Event.
Subject to the preceding sentence, this Agreement shall be binding upon, inure
to the benefit of and be enforceable by the parties and their respective
successors and assigns.
(i) Further Assurances. In the event of any exercise of the Option by
Holder, Issuer and Holder shall execute and deliver all other documents and
instruments and take all other action that may be reasonably necessary in order
to consummate the transactions provided for by such exercise.
-11-
<PAGE>
(j) Specific Performance. The parties hereto agree that this Agreement
may be enforced by either party through specific performance, injunctive relief
and other equitable relief. Both parties further agree to waive any requirement
for the securing or posting of any bond in connection with the obtaining of any
such equitable relief and that this provision is without prejudice to any other
rights that the parties hereto may have for any failure to perform this
Agreement.
IN WITNESS WHEREOF, Issuer and Grantee have caused this Stock Option
Agreement to be signed by their respective officers thereunto duly authorized,
all as of the day and year first written above.
ATTEST: GULF SOUTH MEDICAL SUPPLY, INC.
/s/ Thomas G. Hixon
By:.____________________ By: ___________________________
[CORPORATE SEAL]
ATTEST: PHYSICIAN SALES & SERVICE, INC.
/s/ Patrick C. Kelley
By:.____________________ By: ___________________________
[CORPORATE SEAL]
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<PAGE>
EXHIBIT 4
AFFILIATE AGREEMENT
-------------------
Physician Sales & Service, Inc.
4345 Southpoint Boulevard
Jacksonville, Florida 32216
Attention: Patrick C. Kelly
David A. Smith
Gentlemen:
The undersigned is a shareholder of Gulf South Medical Supply, Inc.
("GSMS"), a corporation organized and existing under the laws of the State of
Delaware, and will become a shareholder of Physician Sales & Service, Inc.
("PSS"), a corporation organized and existing under the laws of the State of
Florida, pursuant to the transactions described in the Agreement and Plan of
Merger, dated as of December 14, 1997 (the "Agreement"), by and among PSS, PSS
Merger Corp. ("Merger Corp.") and GSMS. Under the terms of the Agreement,
Merger Corp. will be merged into and with GSMS (the "Merger"), and the shares of
the $.01 par value common stock of GSMS ("GSMS Common Stock") will be converted
into and exchanged for shares of the $.01 par value common stock of PSS ("PSS
Common Stock"). This Affiliate Agreement represents an agreement between the
undersigned and PSS regarding certain rights and obligations of the undersigned
in connection with the shares of PSS to be received by the undersigned as a
result of the Merger.
In consideration of the Merger and the mutual covenants contained herein,
the undersigned and PSS hereby agree as follows:
1. Affiliate Status. The undersigned understands and agrees that as to
----------------
GSMS he is an "affiliate" under Rule 145(c) as defined in Rule 405 of the Rules
and Regulations of the Securities and Exchange Commission ("SEC") under the
Securities Act of 1933, as amended ("1933 Act"), and the undersigned anticipates
that he will be such an "affiliate" at the time of the Merger.
2. Initial Restriction on Disposition. The undersigned agrees that he
----------------------------------
will not sell, transfer, or otherwise dispose of his interests in, or reduce his
risk relative to, any of the shares of PSS Common Stock into which his shares of
GSMS Common Stock are converted upon consummation of the Merger until such time
as PSS notifies the undersigned that the requirements of SEC Accounting Series
Release Nos. 130 and 135 ("ASR 130 and 135") have been met. The undersigned
understands that ASR 130 and 135 relate to publication of financial results of
post-Merger combined operations of PSS and GSMS. PSS agrees that it will publish
such results as promptly as practicable following the Merger in the sole
discretion of PSS, but in any event within 45 days after the end of the first
fiscal quarter of PSS containing the required period of post-Merger combined
operations and that it will notify the undersigned promptly following such
publication.
3. Covenants and Warranties of Undersigned. The undersigned represents,
---------------------------------------
warrants and agrees that:
(a) The PSS Common Stock received by the undersigned as a result of the
Merger will be taken for his own account and not for others, directly or
indirectly, in whole or in part.
(b) PSS has informed the undersigned that any distribution by the
undersigned of PSS Common Stock has not been registered under the 1933 Act
and that shares of PSS Common Stock received pursuant to the Merger can only
be sold by the undersigned (1) following registration under the 1933 Act, or
(2) in conformity with the volume and other requirements of Rule 145(d)
promulgated by the SEC as the same now exist or may hereafter be amended, or
(3) to the extent some other exemption from registration under the 1933 Act
might be available. The undersigned understands that PSS is under no
------------------------------------------------
obligation to file a registration statement with the SEC covering the
---------------------------------------------------------------------
disposition of the undersigned's shares of PSS Common
-----------------------------------------------------
<PAGE>
Stock or to take any other action necessary to make compliance with an
----------------------------------------------------------------------
exemption from such registration available.
------------------------------------------
(c) During the 30 days immediately preceding the Effective Time of the
Merger, the undersigned has not sold, transfered, or otherwise disposed of
his interests in, or reduced his risk relative to, any of the shares of GSMS
Common Stock beneficially owned by the undersigned as of the record date for
determination of shareholders entitled to vote at the Shareholders' Meeting
of GSMS held to approve the Merger.
(d) The undersigned is aware that PSS intends to treat the Merger as a tax-
free reorganization under Section 368 of the Internal Revenue Code ("Code")
for federal income tax purposes. The undersigned agrees to treat the
transaction in the same manner as PSS for federal income tax purposes. The
undersigned acknowledges that Section 1.368-1(b) of the Income Tax
Regulations requires "continuity of interest" in order for the Merger to be
treated as tax-free under Section 368 of the Code. This requirement is
satisfied if, taking into account those GSMS shareholders who receive cash in
exchange for their stock, who receive cash in lieu of fractional shares, or
who dissent from the Merger, there is no plan or intention on the part of the
GSMS shareholders to sell or otherwise dispose of the PSS Common Stock to be
received in the Merger that will reduce such shareholders' ownership to a
number of shares having, in the aggregate, a value at the time of the Merger
of less than 50% of the total fair market value of the GSMS Common Stock
outstanding immediately prior to the Merger. The undersigned has no
prearrangement, plan or intention to sell or otherwise dispose of an amount
of his PSS Common Stock to be received in the Merger which would cause the
foregoing requirement not to be satisfied.
4. Restrictions on Transfer. The undersigned understands and agrees that
------------------------
stop transfer instructions with respect to the shares of PSS Common Stock
received by the undersigned pursuant to the Merger will be given to PSS's
transfer agent and that there will be placed on the certificates for such
shares, or shares issued in substitution thereof, a legend stating in substance:
"The shares represented by this certificate were issued pursuant to a
business combination which is accounted for as a "pooling of interests" and
may not be sold, nor may the owner thereof reduce his risks relative thereto
in any way, until such time as PSS, Inc. ("PSS") has published the financial
results covering at least 30 days of combined operations after the effective
date of the merger through which the business combination was effected. In
addition, the shares represented by this certificate may not be sold,
transferred or otherwise disposed of except or unless (1) covered by an
effective registration statement under the Securities Act of 1933, as
amended, (2) in accordance with (i) Rule 145(d) (in the case of shares issued
to an individual who is not an affiliate of PSS) or (ii) Rule 144 (in the
---
case of shares issued to an individual who is an affiliate of PSS) of the
Rules and Regulations of such Act, or (3) in accordance with a legal opinion
satisfactory to counsel for PSS that such sale or transfer is otherwise
exempt from the registration requirements of such Act."
Such legend will also be placed on any certificate representing PSS securities
issued subsequent to the original issuance of the PSS Common Stock pursuant to
the Merger as a result of any transfer of such shares or any stock dividend,
stock split, or other recapitalization as long as the PSS Common Stock issued to
the undersigned pursuant to the Merger has not been transferred in such manner
to justify the removal of the legend therefrom. Upon the request of the
undersigned, PSS shall cause the certificates representing the shares of PSS
Common Stock issued to the undersigned in connection with the Merger to be
reissued free of any legend relating to restrictions on transfer by virtue of
ASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135
have been met. In addition, if the provisions of Rules 144 and 145 are amended
to eliminate restrictions applicable to the PSS Common Stock received by the
undersigned pursuant to the Merger, or at the expiration of the restrictive
period set forth in Rule 145(d), PSS, upon the request of the undersigned, will
cause the certificates representing the shares of PSS Common Stock issued to the
undersigned in connection with the Merger to be reissued free of any legend
relating to the restrictions set forth in Rules 144 and 145(d) upon receipt by
PSS of an opinion of its counsel to the effect that such legend may be removed.
- 2 -
<PAGE>
5. Understanding of Restrictions on Dispositions. The undersigned has
---------------------------------------------
carefully read the Agreement and this Affiliate Agreement and discussed their
requirements and impact upon his ability to sell, transfer, or otherwise dispose
of the shares of PSS Common Stock received by the undersigned, to the extent he
believes necessary, with his counsel or counsel for GSMS.
6. Filing of Reports by PSS. PSS agrees, for a period of three years
------------------------
after the effective date of the Merger, to file on a timely basis all reports
required to be filed by it pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended, so that the public information provisions of Rule 145(d)
promulgated by the SEC as the same are presently in effect will be available to
the undersigned in the event the undersigned desires to transfer any shares of
PSS Common Stock issued to the undersigned pursuant to the Merger.
7. Transfer Under Rule 145(d). If the undersigned desires to sell or
--------------------------
otherwise transfer the shares of PSS Common Stock received by him in connection
with the Merger at any time during the restrictive period set forth in Rule
145(d), the undersigned will provide the necessary representation letter to the
transfer agent for PSS Common Stock together with such additional information as
the transfer agent may reasonably request. If PSS's counsel concludes that such
proposed sale or transfer complies with the requirements of Rule 145(d), PSS
shall cause such counsel to provide such opinions as may be necessary to PSS's
Transfer Agent so that the undersigned may complete the proposed sale or
transfer.
8. Acknowledgments. The undersigned recognizes and agrees that the
---------------
foregoing provisions also apply to all shares of the capital stock of GSMS and
PSS that are deemed to be beneficially owned by the undersigned pursuant to
applicable federal securities laws, which the undersigned agrees may include,
without limitation, shares owned or held in the name of (i) the undersigned's
spouse, (ii) any relative of the undersigned or of the undersigned's spouse who
has the same home as the undersigned, (iii) any trust or estate in which the
undersigned, the undersigned's spouse, and any such relative collectively own at
least a 10% beneficial interest or of which any of the foregoing serves as
trustee, executor, or in any similar capacity, and (iv) any corporation or other
organization in which the undersigned, the undersigned's spouse and any such
relative collectively own at least 10% of any class of equity securities or of
the equity interest. The undersigned further recognizes that, in the event that
the undersigned is a director or officer of PSS or becomes a director or officer
of PSS upon consummation of the Merger, among other things, any sale of PSS
Common Stock by the undersigned within a period of less than six months
following the effective time of the Merger may subject the undersigned to
liability pursuant to Section 16(b) of the Securities Exchange Act of 1934, as
amended.
9. Miscellaneous. This Affiliate Agreement is the complete agreement
-------------
between PSS and the undersigned concerning the subject matter hereof. Any
notice required to be sent to any party hereunder shall be sent by registered or
certified mail, return receipt requested, using the addresses set forth herein
or such other address as shall be furnished in writing by the parties. This
Affiliate Agreement shall be governed by the laws of the State of Delaware.
- 3 -
<PAGE>
This Affiliate Agreement is executed as of the 14th day of December, 1997.
Very truly yours,
/s/ William W. McInnes
___________________________
Signature
William W. McInnes
___________________________
Print Name
116 30th Avenue S
____________________________
Nashville, TN 37212
____________________________
Address
[add below the signatures of all registered
owners of shares deemed beneficially owned
by the affiliate]
___________________________
Name:
___________________________
Name:
___________________________
Name:
AGREED TO AND ACCEPTED as of
December 14, 1997
PHYSICIAN SALES & SERVICE, INC.
/s/ David A. Smith
BY:_________________________
-4-
<PAGE>
This Affiliate Agreement is executed as of the 14th day of December, 1997.
Very truly yours,
/s/ Edward Shulman
___________________________
Signature
Edward Shulman
___________________________
Print Name
5909 Dalecross CT
____________________________
Glen Allen, VA 23060
____________________________
Address
[add below the signatures of all registered
owners of shares deemed beneficially owned
by the affiliate]
___________________________
Name:
___________________________
Name:
___________________________
Name:
AGREED TO AND ACCEPTED as of
December 14, 1997
PHYSICIAN SALES & SERVICE, INC.
/s/ David A. Smith
BY:_________________________
-4-
<PAGE>
This Affiliate Agreement is executed as of the 14th day of December, 1997.
Very truly yours,
/s/ Donna C.E. Williamson
___________________________
Signature
Donna C.E. Williamson
___________________________
Print Name
____________________________
____________________________
Address
[add below the signatures of all registered
owners of shares deemed beneficially owned
by the affiliate]
___________________________
Name:
___________________________
Name:
___________________________
Name:
AGREED TO AND ACCEPTED as of
December 14, 1997
PHYSICIAN SALES & SERVICE, INC.
/s/ David A. Smith
BY:_________________________
- 4 -
<PAGE>
This Affiliate Agreement is executed as of the 14th day of December, 1997.
Very truly yours,
/s/ David L. Bogetz
___________________________
Signature
David L. Bogetz
___________________________
Print Name
____________________________
____________________________
Address
[add below the signatures of all registered
owners of shares deemed beneficially owned
by the affiliate]
___________________________
Name:
___________________________
Name:
___________________________
Name:
AGREED TO AND ACCEPTED as of
December 14, 1997
PHYSICIAN SALES & SERVICE, INC.
/s/ David A. Smith
BY:_________________________
-4-
<PAGE>
This Affiliate Agreement is executed as of the 14th day of December, 1997.
Very truly yours,
/s/ Melvin L. Hecktman
___________________________
Signature
Melvin L. Hecktman
___________________________
Print Name
530 Waters Edge Ct
____________________________
Northbrook, IL 60062
____________________________
Address
[add below the signatures of all registered owners
of shares deemed beneficially owned by the
affiliate]
___________________________
Name:
___________________________
Name:
___________________________
Name:
AGREED TO AND ACCEPTED as of
December 14, 1997
PHYSICIAN SALES & SERVICE, INC.
/s/ David A. Smith
BY:_________________________
-4-
<PAGE>
This Affiliate Agreement is executed as of the 14th day of December, 1997.
Very truly yours,
/s/ Thomas G. Hixon
___________________________
Signature
Thomas G. Hixon
___________________________
Print Name
165 Butler Drive
____________________________
Ridgeland, MS 39154
____________________________
Address
[add below the signatures of all registered
owners of shares deemed beneficially owned
by the affiliate]
___________________________
Name:
___________________________
Name:
___________________________
Name:
AGREED TO AND ACCEPTED as of
December 14, 1997
PHYSICIAN SALES & SERVICE, INC.
/s/ David A. Smith
BY:_________________________
-4-
<PAGE>
This Affiliate Agreement is executed as of the 14th day of December, 1997.
Very truly yours,
/s/ Steve Richardson
___________________________
Signature
Steve Richardson
___________________________
Print Name
194 Sunsan Road
____________________________
Madison, MS 39116
____________________________
Address
[add below the signatures of all registered
owners of shares deemed beneficially owned
by the affiliate]
___________________________
Name:
___________________________
Name:
___________________________
Name:
AGREED TO AND ACCEPTED as of
December 14, 1997
PHYSICIAN SALES & SERVICE, INC.
/s/ David A. Smith
BY:_________________________
-4-
<PAGE>
This Affiliate Agreement is executed as of the 14th day of December, 1997.
Very truly yours,
/s/ Guy W. Edwards
___________________________
Signature
Guy W. Edwards
___________________________
Print Name
567 Arbor Drive
____________________________
Madison, MS 39110
____________________________
Address
[add below the signatures of all registered
owners of shares deemed beneficially owned
by the affiliate]
___________________________
Name:
___________________________
Name:
___________________________
Name:
AGREED TO AND ACCEPTED as of
December 14, 1997
PHYSICIAN SALES & SERVICE, INC.
/s/ David A. Smith
BY:_________________________
-4-
<PAGE>
This Affiliate Agreement is executed as of the 14th day of December, 1997.
Very truly yours,
/s/ Stanton Keith Pritchard
___________________________
Signature
Stanton Keith Pritchard
___________________________
Print Name
#3 Abbey Nord
____________________________
Jackson, MS 39216
____________________________
Address
[add below the signatures of all registered
owners of shares deemed beneficially owned
by the affiliate]
___________________________
Name:
___________________________
Name:
___________________________
Name:
AGREED TO AND ACCEPTED as of
December 14, 1997
PHYSICIAN SALES & SERVICE, INC.
/s/ David A. Smith
BY:_________________________
-4-
<PAGE>
This Affiliate Agreement is executed as of the 14th day of December, 1997.
Very truly yours,
/s/ Louie Vaughan
___________________________
Signature
Louie Vaughan
___________________________
Print Name
318 Woodrun Drive
____________________________
Ridgeland, MS 39157
____________________________
Address
[add below the signatures of all registered
owners of shares deemed beneficially owned
by the affiliate]
___________________________
Name:
___________________________
Name:
___________________________
Name:
AGREED TO AND ACCEPTED as of
December 14, 1997
PHYSICIAN SALES & SERVICE, INC.
/s/ David A. Smith
BY:_________________________
-4-
