-----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, UsrRzy1zyT6V4v2GDV4GaguwcWZcsLsmQ0NL8BDi1ZBwF8KjHwP6k/iNpiqW7rTM Eo3w/0WQA9nl7t2grZ5sqg== 0001193125-03-028948.txt : 20030805 0001193125-03-028948.hdr.sgml : 20030805 20030805105727 ACCESSION NUMBER: 0001193125-03-028948 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030805 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030805 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: 1934 Act SEC FILE NUMBER: 001-09810 FILM NUMBER: 03822584 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.htm CURRENT REPORT CURRENT REPORT

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)     August 5, 2003

 

 

 

Owens & Minor, Inc.


(Exact name of Registrant as specified in charter)

 

 

Virginia   1-9810   54-1701843

(State or other jurisdiction of incorporation)   (Commission file number)   (IRS employer 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 August 5, 2003, Owens & Minor, Inc. (the “Company”) issued a press release, attached as Exhibit 99.1 hereto, which is incorporated herein by reference, reporting the call for redemption of the outstanding $2.6875 Term Convertible Securities, Series A (“TECONS”) issued by Owens & Minor Trust I, a business trust owned by the Company. As of August 4, 2003, an aggregate of 2,087,306 TECONS was outstanding (or $104,365,300 aggregate liquidation amount). All of the outstanding TECONS will be redeemed on September 4, 2003 at a redemption price of 102.0156% of the liquidation amount (or $51.01 per $50 TECONS) thereof, plus accumulated and unpaid distributions to September 4, 2003. The TECONS called for redemption are convertible into Owens & Minor’s common shares at any time prior to the close of business on September 3, 2003 at the conversion rate of 2.4242 common shares for each TECONS (equal to a conversion price of $20.625 per common share). The Company expects to fund the redemption of any TECONS not converted into common shares from its available cash and existing financing facilities.

 

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

 

  (c)   Exhibits.

 

  99.1   Press Release issued by the Company on August 5, 2003.

 

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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: August 5, 2003

 

OWENS & MINOR, INC.

By:

 

/s/    Grace R. den Hartog


   

Grace R. den Hartog

Senior Vice President

General Counsel

 

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EX-99.1 3 dex991.htm EXHIBIT 99.1 EXHIBIT 99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

August 5, 2003

 

Owens & Minor Initiates Redemption of $2.6875 Term Convertible Securities,

Series A (“TECONS”), of Owens & Minor Trust I

 

Richmond, VA(NYSE-OMI) Owens & Minor, Inc announced today that it has initiated the redemption of all of the outstanding $2.6875 Term Convertible Securities, Series A (“TECONS”) issued by Owens & Minor Trust I, a business trust owned by the Company. As of August 4, 2003, there was an aggregate of 2,087,306 TECONS outstanding (or $104,365,300 aggregate liquidation amount). All of the outstanding TECONS will be redeemed on September 4, 2003 at a redemption price of 102.0156% of the liquidation amount (or $51.01 per $50 TECONS) thereof, plus accumulated and unpaid distributions to September 4, 2003. The TECONS called for redemption are convertible into Owens & Minor’s common shares at any time prior to the close of business on September 3, 2003 at the conversion rate of 2.4242 common shares for each TECONS (equal to a conversion price of $20.625 per common share).

 

All of the TECONS are held in book-entry form through brokerage firms and banks. Therefore, holders may convert their TECONS by instructing the bank or broker through which their TECONS are held to deliver an irrevocable conversion notice through The Depository Trust Company, to the conversion agent, Bank One Trust Company, N.A. In addition, the redemption agent will be Bank One Trust Company, N.A.

 

The Company expects to fund the redemption of any TECONS not converted to common shares from its available cash and existing financing facilities.

 

This press release is not an offer to purchase or a solicitation of acceptance of the offer to purchase. TECONS is a registered service mark of J.P. Morgan Securities, Inc.

 

Owens & Minor, Inc., a Fortune 500 company headquartered in Richmond, Virginia, 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 and logistics. The company has also established itself as a leader in the development and use of technology. For news releases as well as virtual warehouse tours, visit the company’s Web site at www.owens-minor.com.


Safe Harbor Statement

 

Except for the historical information contained herein, the matters discussed in this press release may constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. The company assumes no obligation to update information contained in this release.

 

# # # #

 

CONTACT:    Richard F. Bozard, Vice President, Treasurer, 804-965-2921; or Trudi Allcott, Manager, Communications, 804-935-4291.

 

 

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