-----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, UOCGJA4u8jK/psGJjg/cL703pQOjtkcDtPY+hdXJUPeuM0NsKYag6uHhW4c93EZY QhTnjTPz+fJurXhQlEk37Q== 0000893220-98-000529.txt : 19980311 0000893220-98-000529.hdr.sgml : 19980311 ACCESSION NUMBER: 0000893220-98-000529 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980306 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980310 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERISOURCE DISTRIBUTION CORP CENTRAL INDEX KEY: 0000855042 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 232546940 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20485 FILM NUMBER: 98561208 BUSINESS ADDRESS: STREET 1: 300 CHESTER FIELD PWKY CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6102964480 MAIL ADDRESS: STREET 1: 300 CHESTER FIELD PKWY CITY: MALVERN STATE: PA ZIP: 19355 FORMER COMPANY: FORMER CONFORMED NAME: ALCO HEALTH DISTRIBUTION CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AHSC HOLDINGS CORP DATE OF NAME CHANGE: 19920325 8-K 1 AMERISOURCE HEALTH CORPORATION 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 (Date of earliest event reported): March 6, 1998 AmeriSource Health Corporation - ------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 33-27835-01 23-2546940 - --------------- ---------------- ------------------ (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) P.O. Box 959, Valley Forge, PA 19482 - ---------------------------------------- ----------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 215-296-4480 ------------ 2 ITEM 5. OTHER EVENTS On March 6, 1998, AmeriSource Health Corporation, McKesson Corporation and Patriot Acquisition Corp. executed the letter agreement attached as Exhibit 99.1 to this Current Report on Form 8-K. 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits The following exhibits are filed as part of this report: 99.1 Letter Agreement from McKesson Corporation and Patriot Acquisition Corp. to AmeriSource Health Corporation. 4 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. AMERISOURCE HEALTH CORPORATION By: /s/ Teresa T. Ciccotelli ---------------------------------- Vice President, General Counsel and Secretary Dated: March 10, 1998 5 EXHIBIT INDEX Exhibit Number Description 99.1 Letter Agreement from McKesson Corporation and Patriot Acquisition Corp. to AmeriSource Health Corporation. EX-99.1 2 AGREEMENT FROM MCKESSON CORP. & PATRIOT ACQ. 1 EXHIBIT 99.1 March 6, 1998 AmeriSource Health Corporation 300 Chester Field Parkway Malvern, Pennsylvania 19355 Attn: Teresa T. Ciccotelli, Esq. Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger by and among McKesson Corporation, Patriot Acquisition Corp. and AmeriSource Health Corporation dated as of September 22, 1997, as amended (the "Merger Agreement"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement. This letter is to confirm our agreement as to the following: The first sentence of Section 7.2(c) of the Merger Agreement shall be amended to read, in its entirety, as follows: "The right to terminate this Agreement pursuant to Section 7.1(k) shall either be exercised or waived at 5:00 p.m. (New York time) on March 18, 1998 (the "Exchange Date") (provided that the HSR Authority shall not have advised Parent or AmeriSource prior to such time that it has decided not to institute litigation or that it intends to dismiss existing litigation, in which case there shall be no right to terminate pursuant to Section 7.1(k)) by simultaneous exchanges by representatives of Parent and AmeriSource of their respective notices of exercise or waiver, as applicable, on the Exchange Date (it being understood that the failure of any party to deliver such notice on the Exchange Date shall be deemed to be a waiver of such party's termination rights pursuant to Section 7.1(k))." Except as specifically modified by this letter agreement, the parties hereto acknowledge that the Merger Agreement shall remain binding upon them, and all provisions of the Merger Agreement shall remain in full force and effect. This letter agreement may be executed in identical counterpart copies, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. This letter agreement, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original and shall be considered to have the same binding effect as if it were the original signed version thereof delivered 2 in person. Except as expressly provided herein, the execution, delivery and effectiveness of this letter agreement shall not operate as a waiver of any right, power or remedy by the parties hereto, nor shall it constitute a waiver of any provision in the Merger Agreement. If the foregoing accurately reflects your understanding, please sign this letter agreement and the enclosed copy and return one of them to us whereupon this letter agreement will constitute a binding agreement between you and us. Sincerely yours, McKESSON CORPORATION By: /s/ Ivan D. Meyerson ---------------------------- Name: Ivan D. Meyerson Title: Vice President PATRIOT ACQUISITION CORP. By: /s/ Ivan D. Meyerson -------------------------------- Name: Ivan D. Meyerson Title: Executive Vice President Agreed to and accepted as of the date first above written: AMERISOURCE HEALTH CORPORATION By: /s/ Teresa T. Ciccotelli ---------------------------------- Name: Teresa T. Ciccotelli Title: Vice President cc: G. Daniel O'Donnell, Esq. 2 -----END PRIVACY-ENHANCED MESSAGE-----