-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, POPfamUsPG5beSf80u7kk2hLbXzrof0km4RN5v1oM2mP8SY+vM11Zjug+fqr2MFq pLBINDM5EyhqJRicJkUKdg== 0001036288-98-000023.txt : 19980525 0001036288-98-000023.hdr.sgml : 19980525 ACCESSION NUMBER: 0001036288-98-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980522 SROS: NYSE GROUP MEMBERS: C. G. GREFENSTETTE GROUP MEMBERS: ELSIE HILLIARD HILLMAN GROUP MEMBERS: HENRY L. HILLMAN GROUP MEMBERS: HENRY L. HILLMAN TRUST DATED 11/18/85 GROUP MEMBERS: HILLMAN CO GROUP MEMBERS: THE HILLMAN COMPANY GROUP MEMBERS: WILMINGTON INVESTMENTS, INC. GROUP MEMBERS: WILMINGTON SECURITIES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OWENS & MINOR INC/VA/ CENTRAL INDEX KEY: 0000075252 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 541701843 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35040 FILM NUMBER: 98630758 BUSINESS ADDRESS: STREET 1: 4800 COX RD CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8047479794 MAIL ADDRESS: STREET 1: 4800 COX RD CITY: GLEN ALLEN STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: O&M HOLDING INC DATE OF NAME CHANGE: 19940504 FORMER COMPANY: FORMER CONFORMED NAME: OWENS & MINOR INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: OWENS MINOR & BODEKER INC DATE OF NAME CHANGE: 19811124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HILLMAN CO CENTRAL INDEX KEY: 0001036288 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 310 GRANT ST STREET 2: 1900 GRANT BUILDING CITY: PITTSBURGH STATE: PA ZIP: 15219 MAIL ADDRESS: STREET 1: 310 GRANT ST STREET 2: 1900 GRANT BUILDING CITY: PITTSBURGH STATE: PA ZIP: 15219 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 AMENDMENT NO. 1 SCHEDULE 13D Under the Securities Exchange Act of 1934 OWENS & MINOR, INC. (Name of Issuer) Common Stock, $2.00 par value (Title of Class of Securities) 690730106 (CUSIP Number) H. Vaughan Blaxter, III 1900 Grant Building Pittsburgh, Pennsylvania 15219 (412) 281-2620 (Name, address and telephone number of person authorized to receive notices and communications) May 13, 1998 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following: [ ] CUSIP NO. 690730106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 2,971 8 Shared Voting Power 9. Sole Dispositive Power 2,971 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,971 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .009% 14 Type of Reporting Person IN CUSIP NO. 690730106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HENRY L. HILLMAN I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 0 9 Sole Dispositive Power 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0% 14 Type of Reporting Person IN CUSIP NO. 690730106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person ELSIE HILLIARD HILLMAN I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 0 9 Sole Dispositive Power 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0% 14 Type of Reporting Person IN CUSIP NO. 690730106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER 18, 1985 I.D. #18-2145466 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 0 9 Sole Dispositive Power 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0% 14 Type of Reporting Person OO CUSIP NO. 690730106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person THE HILLMAN COMPANY I.D. #25-1011286 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 0 9 Sole Dispositive Power 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0% 14 Type of Reporting Person CO CUSIP NO. 690730106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person WILMINGTON INVESTMENTS, INC. I.D. #51-0344688 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 0 9 Sole Dispositive Power 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0% 14 Type of Reporting Person CO CUSIP NO. 690730106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person WILMINGTON SECURITIES, INC. I.D. #51-0114700 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 0 9 Sole Dispositive Power 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0% 14 Type of Reporting Person CO SCHEDULE 13D This statement ("Statement") constitutes Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on May 22, 1997 (the "Filing"). Item 1. Security and Issuer This Statement relates to the Common Stock, $2.00 par value (the "Common Stock"), of Owens & Minor, Inc., a corporation organized under the laws of the State of Virginia (the "Issuer"). The address of the Issuer's principal executive offices is 4800 Cox Road, Glen Allen, Virginia 23060. The Common Stock is quoted on the New York Stock Exchange under the symbol "OMI". Item 2. Identity and Background (a) Names of persons filing (individually, the "Registrant" and collectively, the "Registrants"): Wilmington Securities, Inc., a wholly-owned subsidiary of Wilmington Investments, Inc. Wilmington Investments, Inc., a wholly-owned subsidiary of The Hillman Company. The Hillman Company, a corporation controlled by Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985. Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette, Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985 (the "1985 Trust"). C. G. Grefenstette Henry L. Hillman Elsie Hilliard Hillman The name, position, business address and citizenship of each director and executive officer of the entities listed above, each controlling person of such entities and each director and executive officer of any person or corporation in control of said entities, is attached hereto as Exhibit 1. (b) Business Address The addresses of the Registrants are as follows: The Hillman Company and the 1985 Trust are each located at: 1900 Grant Building Pittsburgh, Pennsylvania 15219 Wilmington Securities, Inc. and Wilmington Investments, Inc. are located at: 824 Market Street, Suite 900 Wilmington, Delaware 19801 C. G. Grefenstette 2000 Grant Building Pittsburgh, Pennsylvania 15219 Henry L. Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 Elsie Hilliard Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 (c) Principal occupation or employment The principal occupations of the corporations, listed in response to Item 2(a) are: diversified investments and operations. The principal occupation of the 1985 Trust is: diversified investments and operations. C. G. Grefenstette See Exhibit 1 Henry L. Hillman See Exhibit 1 Elsie Hilliard Hillman See Exhibit 1 (d) Criminal convictions None of the persons named in Item 2(a)(including Exhibit 1) have been convicted in a criminal proceeding in the last five years. (e) Civil proceedings None of the persons listed in response to Item 2(a) (including Exhibit 1) have in the last five years been subject to a judgment, decree or final order as described in Item 2, subsection (e) of Schedule 13D. (f) Citizenship The 1985 Trust is a Pennsylvania trust. Wilmington Securities, Inc. and Wilmington Investments, Inc. are Delaware corporations. The Hillman Company is a Pennsylvania corporation. C. G. Grefenstette, Henry L. Hillman and Elsie Hilliard Hillman are U.S. citizens. Item 3. Source and Amount of Funds or Other Consideration Not applicable. Item 4. Purpose of Transaction On May 13, 1998, Wilmington Securities, Inc. sold 1,150,000 shares of Series B Preferred Stock, $100.00 par value, of the Issuer, to the Issuer pursuant to a Stock Purchase Agreement dated April 13, 1998, as amended. The aggregate purchase price for the Stock was $115,172,500. Except as set forth above, the Registrants have no present plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or Management of the Issuer including any plans or proposals to change the number or term of Directors or to fill any existing vacancies on the Board, (e) any material change in the present capitalization or dividend policy of the Issuer, (f)any other material change in the Issuer's business or corporate structure, (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act of 1933, or (j) any action similar to those enumerated above. Item 5. Interest in Securities of the Issuer (a) Beneficial Ownership On May 13, 1998, Wilmington Securities, Inc. sold 1,150,000 shares of Series B Preferred Stock to the Issuer. C G. Grefenstette owns directly 2,971 shares of Common Stock and 8,064 Non-Qualified Stock Options. The 1985 Trust disclaims beneficial ownership of these shares and options. (b) Power to Vote or Dispose of Shares Not applicable (c), (d) and (e). Not applicable. Item 6. Contracts, Arrangements, Understandings of Relationships With Respect to Securities of the Issuer. None Item 7. Material to be Filed as Exhibits Exhibit 1. Information concerning officers and directors of reporting persons and certain affiliates thereof. SIGNATURES 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. WILMINGTON SECURITIES, INC. /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, Vice President WILMINGTON INVESTMENTS, INC. /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, Vice President THE HILLMAN COMPANY /s/ Lawrence M. Wagner By _________________________________________ Lawrence M. Wagner, President HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER 18, 1985 /s/ C. G. Grefenstette By _________________________________________ C. G. Grefenstette, Trustee /s/ C. G. Grefenstette ____________________________________________ C. G. Grefenstette /s/ Henry L. Hillman ____________________________________________ Henry L. Hillman /s/ Elsie Hilliard Hillman ____________________________________________ Elsie Hilliard Hillman EX-1 2 EXHIBIT 1 PRINCIPAL OFFICERS AND DIRECTORS OF THE HILLMAN COMPANY, ALL OF WHOM ARE U.S. CITIZENS Name and Address Title [S] [C] Henry L. Hillman Chairman of the Executive Committee 2000 Grant Building and Director Pittsburgh, Pennsylvania 15219 C. G. Grefenstette Chairman of the Board and 2000 Grant Building Director Pittsburgh, Pennsylvania 15219 Lawrence M. Wagner President, Chief Executive Officer 2000 Grant Building and Director Pittsburgh, Pennsylvania 15219 H. Vaughan Blaxter, III Vice President, Secretary, General 1900 Grant Building Counsel and Director Pittsburgh, Pennsylvania 15219 Mark J. Laskow Vice President and Director 1900 Grant Building Pittsburgh, Pennsylvania 15219 Anthony J. Burlando Vice President - Risk Management 1900 Grant Building Pittsburgh, Pennsylvania 15219 James R. Philp Vice President - Personnel and 2000 Grant Building Administration Pittsburgh, Pennsylvania 15219 Richard M. Johnston Vice President - Investments and 2000 Grant Building Director Pittsburgh, Pennsylvania 15219 John W. Hall Vice President - Accounting and 1800 Grant Building Information Services Pittsburgh, Pennsylvania 15219 Timothy O. Fisher Vice President 1900 Grant Building Pittsburgh, Pennsylvania 15219 Bruce I. Crocker Vice President 1800 Grant Building Pittsburgh, Pennsylvania 15219 Denis P. McCarthy Vice President 1900 Grant Building Pittsburgh, Pennsylvania 15219 Timothy P. Hall Vice President 2000 Grant Building Pittsburgh, Pennsylvania 15219 Joseph C. Manzinger Vice President 2000 Grant Building Pittsburgh, Pennsylvania 15219 Maurice J. White Vice President, Shareholder Services 1800 Grant Building Pittsburgh, Pennsylvania 15219 Charles H. Bracken, Jr. Treasurer 2000 Grant Building Pittsburgh, Pennsylvania 15219 D. Richard Roesch Assistant Treasurer 1800 Grant Building Pittsburgh, Pennsylvania 15219 Michael S. Adamcyk Assistant Secretary and 2000 Grant Building Assistant Treasurer Pittsburgh, Pennsylvania 15219 Mary Black Strong Assistant Treasurer 2000 Grant Building Pittsburgh, Pennsylvania 15219 Carol J. Cusick Riley Vice President, Associate General 1900 Grant Building Counsel and Assistant Secretary Pittsburgh, Pennsylvania 15219 Cornel Conley Controller - Corporate 1800 Grant Building Pittsburgh, Pennsylvania 15219 Mark M. Poljak Controller - Taxes 1800 Grant Building Pittsburgh, Pennsylvania 15219 Elsie H. Hillman Director 2000 Grant Building Pittsburgh, Pennsylvania 15219 William Talbott Hillman Director 2000 Grant Building Pittsburgh, Pennsylvania 15219 PRINCIPAL OFFICERS AND DIRECTORS OF WILMINGTON INVESTMENTS, INC., ALL OF WHOM ARE U.S. CITIZENS H. Vaughan Blaxter, III President and Secretary 2000 Grant Building Pittsburgh, Pennsylvania 15219 Lario M. Marini Senior Vice President and Director 100 South Road Wilmington, Delaware 19809 Andrew H. McQuarrie Vice President, Chief Financial 824 Market Street, Suite 900 Officer, Treasurer and Director Wilmington, Delaware 19801 Richard H. Brown Assistant Vice President and 824 Market Street, Suite 900 Assistant Secretary Wilmington, Delaware 19801 Charles H. Bracken, Jr. Assistant Secretary and 2000 Grant Building Assistant Treasurer Pittsburgh, Pennsylvania 15219 Jody B. Cosner Assistant Secretary 824 Market Street, Suite 900 Wilmington, Delaware 19801 Joan E. Bachner Assistant Treasurer 824 Market Street, Suite 900 Wilmington, Delaware 19801 Darlene Clarke Director 4911 Birch Circle Wilmington, Delaware 19808 PRINCIPAL OFFICERS AND DIRECTORS OF WILMINGTON SECURITIES, INC., ALL OF WHOM ARE U.S. CITIZENS H. Vaughan Blaxter, III President and Secretary 2000 Grant Building Pittsburgh, Pennsylvania 15219 Lario M. Marini Senior Vice President and Director 100 South Road Wilmington, Delaware 19809 Andrew H. McQuarrie Vice President, Chief Financial 824 Market Street, Suite 900 Officer, Treasurer and Director Wilmington, Delaware 19801 Richard H. Brown Assistant Vice President and 824 Market Street, Suite 900 Assistant Secretary Wilmington, Delaware 19801 Charles H. Bracken, Jr. Assistant Secretary and 2000 Grant Building Assistant Treasurer Pittsburgh, Pennsylvania 15219 Jody B. Cosner Assistant Secretary 824 Market Street, Suite 900 Wilmington, Delaware 19801 Joan E. Bachner Assistant Treasurer 824 Market Street, Suite 900 Wilmington, Delaware 19801 Darlene Clarke Director 4911 Birch Circle Wilmington, Delaware 19808 TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A TRUST DATED NOVEMBER 18, 1985, ALL OF WHOM ARE U.S. CITIZENS Henry L. Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 Elsie Hilliard Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 C. G. Grefenstette 2000 Grant Building Pittsburgh, Pennsylvania 15219 -----END PRIVACY-ENHANCED MESSAGE-----