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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)(1)
PHYSICIAN SALES & SERVICE, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value Per Share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
7194-OL-107
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(CUSIP Number)
Stanton Keith Pritchard, Gulf South Medical Supply, Inc.
One Woodgreen Place, Madison, MS 39110
(610) 856-5900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 14, 1997
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(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 [ ].
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
- -------------------------------
(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE> 2
CUSIP NO. 7194-OL-107 13D Page 2 of 6 Pages
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SCHEDULE 13D
<TABLE>
<S> <C>
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1 NAME OF REPORTING PERSON
Gulf South Medical Supply, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
06-1251310
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(c)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
8,098,523 (acquisition of such shares is
conditioned upon the occurrence of certain events
specified in a Stock Option Agreement dated
December 14, 1997 and filed as Exhibit 2 to the
Schedule 13D filed on December 24, 1997 which is
hereby incorporated by reference).
SHARES
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,719,423
EACH
-------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,098,523 (acquisition of such shares is
conditioned upon the occurrence of certain events
WITH specified in a Stock Option Agreement dated
December 14, 1997 and filed as Exhibit 2 to the
Schedule 13D filed on December 24, 1997, which
is hereby incorporated by reference).
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,817,946
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.8%
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14 TYPE OF REPORTING PERSON *
CO
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 7194-OL-107 13D Page 3 of 6 Pages
This Schedule 13D Amendment No. 1 ("13D Amendment") amends the
Schedule 13D (the "Original 13D")filed on December 24, 1997 with the Securities
and Exchange Commission ("SEC") on behalf of Gulf South Medical Supply, Inc.
(GSMS). The Original 13D contained inaccurate information as to the total number
of shares which GSMS may be deemed to beneficially own, and this 13D Amendment
is being filed to correct that information. Unless otherwise noted, the
information contained in this 13D Amendment amends and supplements information
previously disclosed in the Original 13D and that Schedule 13D is hereby
incorporated by reference.
Neither the filing of this statement on Schedule 13D nor any of its
contents shall be deemed to constitute an admission by Gulf South Medical
Supply, Inc. that it is the beneficial owner of any of the Common Stock
referred to herein for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended (the "Act"), or for any other purpose, and such beneficial
ownership is expressly disclaimed.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original 13D is replaced in its entirety with the following:
(a) - (b) If the Option is exercised, GSMS will have the right to
acquire 8,098,523 shares of Issuer Common Stock. If acquired, GSMS would have
sole voting and dispositive power over such shares, and such shares would
constitute approximately 16.7% of the Issuer's Common Stock, based on an
aggregate of 40,696,097 shares issued and outstanding as of December 14, 1997.
As a result of the Voting Agreement, GSMS has shared power to vote an
aggregate of 2,719,423 shares of Issuer Common Stock (taking into consideration
the 737,739 options held by the Reporting Persons listed on Schedule II) for
the limited purposes described in Item 4 above, and such shares constitute
approximately 6.6% of the Issuer's Common Stock, based on an aggregate of
40,696,097 shares issued and outstanding as of December 14, 1997. To the
extent that GSMS, as permitted by the Voting Agreement, requests proxies to
vote all of the shares of Issuer Common Stock subject to the Voting Agreement
and such proxies are so granted, GSMS will have the sole voting power with
respect to such shares, in connection with any vote on the Merger, Merger
Agreement or the Amendment, as described in Item 4.
As a result of the Voting Agreement and if the Option is exercised,
GSMS may be deemed to beneficially own an aggregate of 10,817,946 shares of
Issuer Common Stock (taking into consideration the 737,739 options held by the
Reporting Persons listed on Schedule II), or approximately 21.8% of the Issuer's
Common Stock, based on an aggregate of 40,696,097 shares issued and outstanding
as of December 14, 1997.
Thomas G. Hixon owns 10,000 shares of Issuer Common Stock. To GSMS'
knowledge, no other shares of Issuer Common Stock are beneficially owned by any
of the other persons named in Schedule I.
(c) Neither GSMS, nor, to GSMS' knowledge, any person named in
Schedule I, has affected any transaction in the Issuer Common Stock during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
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CUSIP NO. 7194-OL-107 13D Page 4 of 6 Pages
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.
Date: January 16, 1998 GULF SOUTH MEDICAL SUPPLY, INC.
/s/ Stanton Keith Pritchard
----------------------------
By: Stanton Keith Pritchard
Title: Senior Vice President, Business
Development and Administration,
Secretary and General Counsel
<PAGE> 5
CUSIP NO. 7194-OL-107 13D Page 5 of 6 Pages
SCHEDULE I
<TABLE>
<S> <C> <C>
Name and Residence or
Business Address if Name and Address of any Corporation
different from that Principal Occupation or Other Organization in
listed in Column Three or Employment Which Employment is Conducted
- ---------------------- -------------------- -----------------------------------
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 Not applicable.
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 Not applicable.
116 30th Avenue South
Nashville, TN 37212
Stanton Keith Pritchard Senior Vice President, Business Gulf South Medical Supply, Inc.
Development and Administration, One Woodgreen Place
Secretary 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 and Gateway Healthcare Corporation
Marketing 2900 Hungary Road, Suite 200
Richmond, VA 23228
John L. Vaughn, Jr. Vice President, Finance Gulf South Medical Supply, Inc.
One Woodgreen Place
Madison, MS 39110
Donna C.E. Williamson Not applicable. Not applicable.
345 Birch Street
Winnetka, IL 60093
</TABLE>
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CUSIP NO. 7194-OL-107 13D Page 6 of 6 Pages
SCHEDULE II
<TABLE>
<S> <C> <C>
Percentage of Outstanding
Number of Shares of Shares of Issuer Common
Issuer Common Stock Stock as of
Individual Beneficially Owned December 14, 1997
- ---------- ------------------ -----------------
Gulf South Medical Supply, Inc. (1) 10,817,946 21.8%
Delmer W. Dallas 131,144 .3%
Frederick E. Dell (2) 239,449 .6%
T. O'Neal Douglas 18,000 less than .1%
Fred Elefant (2)(4) 500,255 1.2%
Patrick C. Kelly (2)(3) 1,126,323 2.7%
Delores Kesler 1,500 less than .1%
William C. Mason -0- -0-
John F. Sasen, Sr. (2) 229,844 .6%
David A. Smith (2) 209,494 .5%
James B. Stallings, Jr. (2) 47,566 .1%
James L.L. Tullis (5) 215,848 .5%
</TABLE>
(1) Includes shares subject to the Voting Agreement discussed in Item 4.
(2) Included in such beneficial ownership are shares of Common Stock issuable
upon the exercise of certain options exercisable immediately or within 60
days of December 14, 1997 as follows: Mr. Kelly, 411,806 shares; Mr.
Sasen, 110,106 shares; Mr. Dell, 66,160 shares; Mr. Smith, 73,266 shares;
Mr. Stallings, 44,566 shares; Mr. Elefant, 17,539 shares; Mr. Tullis,
14,296 shares. Also included in such beneficial ownership are shares held
for the account of the Issuer's Employee Stock Ownership Plan as follows:
Mr. Kelly, 77,487 shares; Mr. Sasen, 18,872 shares; Mr. Smith, 25,959
shares; and Mr. Dell, 96,420 shares.
(3) Excludes 400,000 shares held in trust for Mr. Kelly's daughters.
(4) Includes 400,000 shares held in trust for Mr. Kelly's daughters for which
Mr. Elefant serves as co-trustee.
(5) Includes 127,881 shares owned by Tullis Dickerson Capital Focus, L.P. and
11,200 shares owned by Tullis-Dickerson Partners. Mr. Tullis is the
general partner of Tullis-Dickerson, the sole general partner of
Tullis-Dickerson Capital Focus, L.P.
