-----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, WsVCxUgxy0MQQGhcQ2Qk+SQKq+s5SUyH36O4jjSHXkW9xMuEaK8A2ANJqtEfjDPc YHYd4XuL/F8jAq1DOrv1Vw== 0000950134-96-006612.txt : 19961202 0000950134-96-006612.hdr.sgml : 19961202 ACCESSION NUMBER: 0000950134-96-006612 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961119 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961127 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GULF SOUTH MEDICAL SUPPLY INC CENTRAL INDEX KEY: 0000889885 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 640831411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23540 FILM NUMBER: 96673644 BUSINESS ADDRESS: STREET 1: 426 CHRISTINE DR CITY: RIDGELAND STATE: MS ZIP: 39157 BUSINESS PHONE: 6018565900 MAIL ADDRESS: STREET 1: 426 CHRISTINE DR CITY: RIDGELAND STATE: MS ZIP: 39157 8-K 1 FORM 8-K DATED NOVEMBER 19, 1996 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): November 19, 1996 Gulf South Medical Supply, Inc. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware 0-21512 06-1251310 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of Incorporation) File number) Identification No.) 426 Christine Drive, Ridgeland, MS 39157 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (601) 856-5900 2 Item 5. Other Events On November 19, 1996, Gulf South Medical Supply, Inc. ("GSMS"), Gateway Healthcare Corporation ("Gateway") and the stockholders of Gateway entered into a certain Stock Purchase Agreement (the "Agreement"), pursuant to which GSMS intends to acquire (the "Acquisition") all of the outstanding capital stock and stock warrants of Gateway for approximately $38.8 million, consisting principally of cash, and warrants to purchase 450,000 shares of GSMS common stock. The respective obligations of each of the parties to consummate the Acquisition are subject to the satisfaction of a number of closing conditions set forth in the Agreement, including compliance with the Hart-Scott-Rodino Act. The information contained in the press release of Gulf South Medical Supply, Inc. dated November 19, 1996 attached as Exhibit 99.1 is hereby incorporated by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. Exhibit No. Description 99.1 Press release of Gulf South Medical Supply, Inc. dated November 19, 1996. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto authorized. GULF SOUTH MEDICAL SUPPLY, INC. Date: November 27, 1996 By: /s/Thomas G. Hixon ---------------------------------- Thomas G. Hixon 4 EXHIBIT INDEX
Page Number Exhibit in Sequentially No. Description Numbered Copy - ------- ----------- --------------- 99.1 Press release of Gulf South Medical Supply, Inc. dated November 19, 1996.
EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 GULF SOUTH AGREES TO ACQUIRE GATEWAY HEALTHCARE FOR IMMEDIATE RELEASE TUESDAY, NOVEMBER 19, 1996 CONTACT: GUY W. EDWARDS SENIOR VICE PRESIDENT AND CFO PHONE: (601) 856-5900 [RIDGELAND, MS] --- Gulf South Medical Supply, Inc. (NASDAQ: GSMS) today announced that it has entered into an agreement to acquire Gateway Healthcare Corporation for approximately $38.8 million, consisting principally of cash, and warrants to purchase 450,000 shares of Gulf South common stock. The acquisition is subject to certain closing conditions, including compliance with the Hart-Scott-Rodino Act requirements, and is expected to close within 60 days. Montgomery Securities acted as financial advisor to Gulf South. Based in Richmond, Virginia, Gateway Healthcare, a privately-owned distributor of medical supplies and related products to long-term care facilities and office-based physicians, has a strong presence in the New England and Mid-Atlantic marketplaces, with sales of approximately $67 million for the past twelve-month period. The acquisition will add 38 additional field sales representatives and 9 distribution facilities. In announcing this acquisition, Thomas G. Hixon, Gulf South's Chairman, President and Chief Executive Officer said, "The acquisition of Gateway Healthcare brings together two prominent national distributors with complementary product lines and services, and is consistent with our growth strategy of augmenting Gulf South's internal growth with strategic acquisitions. Gateway has an excellent reputation of providing quality products and services to its customer base, and has strong relationships with several national nursing home chains. In addition, Gateway's significant presence among independent operators of long-term care facilities will complement our concentration of business with national chains, and also supplement our presence in the New England and Mid-Atlantic markets. With the addition of the Gateway management team to our own, we will work together to leverage and strengthen our existing infrastructure, and to enhance our position as a leader in our industry." Gulf South Medical Supply, Inc. is a leading national distributor of medical supplies and related products to the long- term care industry. The Company provides products and services to approximately 9,500 long-term care facilities in all 50 states. The Company's customers range from independent nursing home operators to large national chains offering a broad range of 2 healthcare services, as well as home healthcare and sub-acute, rehabilitative and transitional care providers. Through its 11 full-service regional distribution centers, the Company offers both national coverage to multi-facility customers and local service to individual facilities and independent operators. The foregoing statements that are not historical facts may be forward-looking statements. The forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a number of risks and uncertainties including, but not limited to, successfully integrating the Gateway business, competitive factors, pricing pressures and changes in customer requirements and product mix. Further information on potential factors that could affect the Company's financial results are included in the Company's periodic reports filed with the Securities Exchange Act of 1934, as amended, including, but not limited to, the Form 10-Q for the quarter ended September 30, 1996. Any forward-looking statements should be considered in light of these factors. Actual results may vary.
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