-----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, BlDFl0GX5OAmCJ6EzZclYQYqBVWa2mLhcjRWMLR9XOSuDTBQZfEC7AbjwyehZzfg kQn1LFLsKNi1sh4RwmvCGQ== 0001036050-00-002106.txt : 20001208 0001036050-00-002106.hdr.sgml : 20001208 ACCESSION NUMBER: 0001036050-00-002106 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001207 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERISOURCE HEALTH CORP/DE 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: 784954 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: AMERISOURCE DISTRIBUTION CORP DATE OF NAME CHANGE: 19940811 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 0001.txt AMERISOURCE HEALTH CORPORATION FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 7, 2000 AmeriSource Health Corporation (Exact name of Registrant as specified in its charter) Delaware 33-27835-01 23-2546940 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation or Organization) Identification No.) ------------------- P.O. Box 959 Valley Forge, Pennsylvania 19482 (Address of Principal Executive Offices) (610) 727-7000 (Registrant's telephone number, including area code) ------------------- Not Applicable (Former name or former address, if changed since last report) ------------------- Item 5. Other Events. ------------ On December 7, 2000, AmeriSource Health Corporation announced that it has offered and priced a new issue of $250 million of Convertible Subordinated Notes due 2007 in a private placement. A copy of the press release is filed as Exhibit 99.1 to this Report. Item 7. Financial Statements and Exhibits --------------------------------- (c) Exhibits. 99.1 Press Release dated December 7, 2000 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERISOURCE HEALTH CORPORATION December 7, 2000 By: /s/ George L. James III ---------------------------------------------- George L. James III Vice President and Chief Financial Officer EXHIBIT INDEX Number Exhibit 99.1 Press Release dated December 7, 2000 EX-99.1 2 0002.txt PRESS RELEASE DATED DECEMBER 7, 2000 AmeriSource Prices $250 Million Convertible Subordinated Note Offering VALLEY FORGE, PENNSYLVANIA - December 7, 2000 - AmeriSource Health Corporation today announced that it has offered and priced a new issue of $250 million of Convertible Subordinated Notes due 2007. The notes will have an annual interest rate of 5%, payable semi-annually, and will be convertible into Class A Common Stock of the Company at approximately $52.97 per share. The Company may also issue up to an additional $50 million of the notes pursuant to an option that has been granted to the initial purchasers. The Company intends to use the net proceeds from the sale of the notes to repay existing borrowings, and for working capital and other general corporate purposes. The notes will provide longer term, fixed rate debt at a lower cost than existing debt. The notes are being issued in a private placement and are expected to be resold by the initial purchasers to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The notes and the common stock issuable upon conversion of the notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This does not constitute an offer to sell or the solicitation of an offer to buy any security in any jurisdiction in which such offer or sale would be unlawful. # # # # Certain information contained in this press release includes forward-looking statements (as defined in Section 27A of the Securities Act and Section 21E of the Exchange Act) that reflect the Company's current views with respect to future events and financial performance. Certain factors such as competitive pressures, success of restructuring or systems initiatives, market interest rates, regulatory changes, continued industry consolidation, changes in customer mix, changes in pharmaceutical manufacturers' pricing and distribution policies, changes in U.S. government policies, customer insolvencies, the loss of one or more key customer or supplier relationships and other matters contained in the Company's 10-K for fiscal year 1999 and other public documents could cause actual results to differ materially from those in the forward- looking statements. The Company assumes no obligation to update the matters discussed in this press release. -----END PRIVACY-ENHANCED MESSAGE-----