-----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, KqUsFD9L5mATVF8IBqgjWM2czEXirwRe0KvwhPbo6PaSXytLtEbBogu2MHYGDJ+z fwBxJVpgxuZymfkMjJA+WA== 0001193125-03-046371.txt : 20030908 0001193125-03-046371.hdr.sgml : 20030908 20030908085236 ACCESSION NUMBER: 0001193125-03-046371 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030904 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030908 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: 03885103 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 FORM 8-K 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) September 4, 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”) announced the call for 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. The redemption date for the TECONS was September 4, 2003. The TECONS called for redemption were 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).

 

On September 4, 2003, the “Company” issued a press release, attached as Exhibit 99.1 hereto, which is incorporated herein by reference, reporting the conversion of 2,086,771 of the outstanding TECONS into Owens & Minor’s common shares by the close of business on September 3, 2003. An aggregate of 2,086,771 TECONS were converted into an aggregate of 5,058,725 newly-issued shares of the Company’s common stock. The remaining 535 TECONS were 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. As of August 4, 2003 there were an aggregate of 2,087,306 TECONS outstanding (or $104,365,300 aggregate liquidation amount). The Company funded the redemption of the TECONS not converted to equity from its available cash.

 

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

 

(c) Exhibits.

 

  99.1   Press Release issued by the Company on September 4, 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: September 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 PRESS RELEASE DATED SEPTEMBER 4,2003 Press Release dated September 4,2003

EXHIBIT 99.1

 

FOR IMMEDIATE RELEASE

 

September 4, 2003

 

Owens & Minor Completes Redemption of $2.6875 Term Convertible Securities, Series A (“TECONS”), of Owens & Minor Trust I

 

99.7% of TECONS converted into common shares

 

Richmond, VA....(NYSE-OMI) Owens & Minor, Inc. announced today that 99.7% of the outstanding $2.6875 Term Convertible Securities, Series A (“TECONS”) issued by Owens & Minor Trust I, a business trust owned by the Company, were converted into common shares of the Company as of 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 remaining TECONS were redeemed on September 4, 2003, the redemption date, 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. As of August 4, 2003, there was an aggregate of 2,087,306 TECONS outstanding (or $104,365,300 aggregate liquidation amount).

 

The Company funded the redemption of the TECONS not converted to common shares from its available cash.

 

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; Mike Lowry, Opr. Vice President, Financial Planning & Analysis; 804-965-2966; or Chuck Graves, Manager, Finance 804-965-2935.

 

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