-----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, HI6uYbpbyWbq7W7sZHMRuHUEXzUeKHUw50+UxbZyYNX8SlPm0CzGuffpsDuktSPC PgceME2JiTYDNv2nPZeM1Q== 0000950152-98-000274.txt : 19980119 0000950152-98-000274.hdr.sgml : 19980119 ACCESSION NUMBER: 0000950152-98-000274 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980106 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980116 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NCS HEALTHCARE INC CENTRAL INDEX KEY: 0001004990 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 341816187 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27602 FILM NUMBER: 98508346 BUSINESS ADDRESS: STREET 1: 3201 ENTERPRISE PARKWAY STREET 2: SUITE 2200 CITY: BEACHWOOD STATE: OH ZIP: 44122 MAIL ADDRESS: STREET 1: 1400 MCDONALD INVESTMENT CENTER STREET 2: 800 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114 8-K 1 NCS HEALTHCARE, INC. FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 6, 1998 --------------- (Date of earliest event reported) NCS HEALTHCARE, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware 0-027602 34-1816187 - ---------------------------- ----------- ------------------ (State or other jurisdiction (Commission (I.R.S. employer of incorporation) file number) identification no.) 3201 Enterprise Parkway, Suite 220, Beachwood, Ohio 44122 --------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (216) 514-3350 -------------- 2 ITEM 5. OTHER EVENTS On January 6, 1998, NCS HealthCare, Inc., a Delaware corporation, issued the press release filed as Exhibit 99.1 to this report. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS EXHIBIT NO. 99.1 Press Release of the Company, dated January 6, 1998 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NCS HEALTHCARE, INC. By: /s/ Jeffrey R. Steinhilber ------------------------------ Jeffrey R. Steinhilber, Senior Vice President and Chief Financial Officer Date: January 16, 1998 EX-99.1 2 EXHIBIT 99.1 1 Exhibit 99.1 LOGO NCS HEALTHCARE, INC. -------------------------------------------------------------------- F O R I M M E D I A T E R E L E A S E NCS HEALTHCARE TO ACQUIRE ECKERD'S LONG-TERM CARE PHARMACY BUSINESS Cleveland, Ohio (January 6, 1998) -- NCS HealthCare, Inc. (Nasdaq:NCSS) today announced that it has signed a definitive agreement to acquire the long-term care pharmacy assets of Greenwood Pharmacy and Managed Pharmacy Services, affiliates of Eckerd Corporation. Eckerd Corporation is a wholly owned subsidiary of JCPenney Company, Inc. (NYSE:JCP). Closing of the transaction is subject to customary closing conditions, including regulatory approval. The business, which is based in Sharon, Pennsylvania, provides institutional pharmacy and ancillary services to over 42,000 long-term care residents in New York, North Carolina and Pennsylvania. Annualized revenues are approximately $75.0 million. Terms of the transaction were not disclosed. Kevin B. Shaw, President and CEO of NCS HealthCare, commented, "This is an important transaction for NCS because of its size and strategic value. It will increase the number of residents we serve by 25% and will complement our existing operations in three states. We look forward to implementing our purchasing and formulary programs, and to introducing NCS' ASTRAL line of software products and services. ASTRAL provides instant access to information for nursing staffs and streamlines communication, thereby improving the delivery of care to residents served by our company." "NCS has competed with and admired these pharmacy operations for many years. We are pleased to welcome Eckerd's customer-oriented associates to NCS and believe this will be a winning combination," added Shaw. "We believe that NCS is an excellent fit for our long-term care pharmacy business," remarked Frank Newman, Chairman, President and CEO of Eckerd Corporation. "These operations provided no tangible synergy with our core PBM and retail pharmacy businesses." - ------------------------------------------------------------------------------ 3201 ENTERPRISE PARKWAY - SUITE 220 - BEACHWOOD, OH 44122 - 216-514-3350 - FAX 216-464-8376 2 NCS HealthCare, Inc. is a leading independent provider of pharmacy and related services to long-term care and acute care facilities, including skilled nursing centers, assisted living facilities and hospitals. NCS currently serves over 170,000 residents of long-term care facilities in twenty-eight states and manages hospital pharmacies in nineteen states. Eckerd Corporation is one of America's largest retail drug chains. Eckerd operates approximately 2,800 drug stores in twenty-three states and over 700 Eckerd Express one-hour photo labs in twelve states. Except for the historical financial information contained in this press release, certain statements in this release are forward looking statements. Factors that may cause actual results to differ materially from those in the forward looking statements include the availability and cost of attractive acquisition candidates, continuation of various trends in the long-term care market, competition among providers of long-term care pharmacy services and other risks and uncertainties described in the Company's SEC reports. Contact: Kristen H. Schulz Director of Investor Relations (216) 514-3350 -----END PRIVACY-ENHANCED MESSAGE-----