-----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, Vjg4baUKC3hI4uJGt0RXWqGKspO9kPwF+66G5xAkg7zcUq/pCGRlKYffvT1vYaGU blyugLrnonQXLxdpGe72ZA== 0000916641-01-500708.txt : 20010706 0000916641-01-500708.hdr.sgml : 20010706 ACCESSION NUMBER: 0000916641-01-500708 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010702 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010705 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-09810 FILM NUMBER: 1675639 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 8-K 1 d8k.txt FORM 8-K 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 (Date of earliest event reported) July 2, 2001 ---------------------------- Owens & Minor, Inc. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in charter) Virginia 1-9810 54-1701843 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission file (IRS employer of incorporation) number) identification no.) 4800 Cox Road, Glen Allen, Virginia 23060 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (804) 747-9794 ---------------------------- Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. On July 2, 2001, Owens & Minor, Inc. (the "Company") issued a press release, attached as Exhibit 99.1 hereto, which is incorporated herein by reference, reporting the completion of the Company's private offering of its $200 million aggregate principal amount of 8 1/2% Senior Subordinated Notes due 2011. On July 3, 2001, the Company issued an additional press release, attached as Exhibit 99.2 hereto, which is incorporated herein by reference, reporting the expiration, as of 5:00 p.m., New York City time, on Monday, July 2, 2001, of the Company's tender offer for any and all of its outstanding $150 million aggregate principal amount of 10 7/8% Senior Subordinated Notes due 2006. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Press Release issued by the Company on July 2, 2001. 99.2 Press Release issued by the Company on July 3, 2001. -2- SIGNATURE 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 hereunto duly authorized. Date: July 5, 2001 OWENS & MINOR, INC. By: /s/ Drew St. J. Carneal --------------------------- Drew St. J. Carneal Senior Vice President General Counsel -3- EX-99.1 2 dex991.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Trudi Allcott July 2, 2001 Manager, Communications Owens & Minor 804-935-4291 or Richard F. Bozard Vice President, Treasurer Owens & Minor 804-965-2921 Owens & Minor Announces Successful Completion of Private Offering of 8 1/2% Senior Subordinated Notes Richmond, VA....(NYSE-OMI) Owens & Minor announced today that it successfully closed the private offering of $200 million aggregate principal amount of its 8 1/2% Senior Subordinated Notes due 2011. The company intends to use the proceeds of the proposed offering, in part, to fund the purchase of its outstanding $150 million aggregate principal amount of 10 7/8% Senior Subordinated Notes due 2006 in a tender offer, and subsequent redemption of notes not tendered in the offer. The completion of the offering was a condition to the Company's obligation to accept for purchase, and to pay the consideration for, the 2006 Notes validly tendered in the tender offer. The notes sold have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of any offer to buy any of the securities. Owens & Minor, Inc., a Fortune 500 company headquartered in Richmond, Va., is the nation's leading distributor of national name brand medical/surgical supplies. The company's distribution centers throughout the United States serve hospitals, integrated healthcare systems and group purchasing organizations. In addition to its diverse product offering, Owens & Minor helps customers control healthcare costs and improve inventory management through innovative services in supply chain management, logistics and technology. For fax copies of Owens & Minor's news releases, contact Company News On-Call at (800) 758-5804, ext. 667125. # # # # EX-99.2 3 dex992.txt PRESS RELEASE Exhibit 99.2 FOR IMMEDIATE RELEASE CONTACT: Trudi Allcott July 3, 2001 Manager, Communications Owens & Minor 804-935-4291 or Richard F. Bozard Vice President, Treasurer Owens & Minor 804-965-2921 Owens & Minor Completes Tender Offer for $150 Million in 10 7/8% Senior Subordinated Notes Richmond, VA....(NYSE-OMI) Owens & Minor announced today that it has completed the tender offer to purchase for cash any and all of its outstanding $150 million aggregate principal amount of 10 7/8% Senior Subordinated Notes due 2006. As of 5:00 p.m., New York City time, on Monday, July 2, 2001, the expiration date, the Company had accepted tender of Notes from holders of $119,740,000 (or 79.8%) of the $150,000,000 outstanding principal amount of the Notes pursuant to the Offer to Purchase, dated June 5, 2001, and the related letter of transmittal. Payment for the Notes will be made on July 3. The company has initiated full redemption of the remaining $30,260,000 of notes that were not tendered by July 2, 2001. This press release is not an offer to purchase or a solicitation of acceptance of the offer to purchase. Owens & Minor, Inc., a Fortune 500 company headquartered in Richmond, Va., is the nation's leading distributor of national name brand medical/surgical supplies. The company's distribution centers throughout the United States serve hospitals, integrated healthcare systems and group purchasing organizations. In addition to its diverse product offering, Owens & Minor helps customers control healthcare costs and improve inventory management through innovative services in supply chain management, logistics and technology. For fax copies of Owens & Minor's news releases, contact Company News On-Call at (800) 758-5804, ext. 667125. # # # # -----END PRIVACY-ENHANCED MESSAGE-----