-----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, BT2Z3MxkuiLdz2wauXK49mYn8OwhwVJltFXz0BSGk1b0twFaVhdy6QUDNDqWbeDg mgUfjlXTVfOW+ZjIPYn9fg== 0000950134-98-000295.txt : 19980119 0000950134-98-000295.hdr.sgml : 19980119 ACCESSION NUMBER: 0000950134-98-000295 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980116 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHYSICIAN SALES & SERVICE INC /FL/ CENTRAL INDEX KEY: 0000920527 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 592280364 STATE OF INCORPORATION: FL FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48209 FILM NUMBER: 98508200 BUSINESS ADDRESS: STREET 1: 4345 SOUTHPOINT BLVD STREET 2: STE 250 CITY: JACKSONVILLE STATE: FL ZIP: 32216 BUSINESS PHONE: 9043323000 MAIL ADDRESS: STREET 1: 7800 BELFORT PARKWAY STREET 2: STE 250 CITY: JACKSONVILLE STATE: FL ZIP: 32256 FILED BY: 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: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE WOODGREEN PLACE CITY: MADISON STATE: MS ZIP: 39110 BUSINESS PHONE: 6018565900 MAIL ADDRESS: STREET 1: 426 CHRISTINE DR CITY: RIDGELAND STATE: MS ZIP: 39157 SC 13D/A 1 AMENDMENT TO SCHEDULE 13D 1 OMB APPROVAL ----------------------------------- OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response....................$14.90 ----------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 1)(1) PHYSICIAN SALES & SERVICE, INC. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value Per Share - ------------------------------------------------------------------------------- (Title of Class of Securities) 7194-OL-107 - ------------------------------------------------------------------------------- (CUSIP Number) Stanton Keith Pritchard, Gulf South Medical Supply, Inc. One Woodgreen Place, Madison, MS 39110 (610) 856-5900 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 14, 1997 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 7 Pages) - ------------------------------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP NO. 7194-OL-107 13D Page 2 of 6 Pages - ------------------------ ------------------- SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Gulf South Medical Supply, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 06-1251310 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(c) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 8,098,523 (acquisition of such shares is conditioned upon the occurrence of certain events specified in a Stock Option Agreement dated December 14, 1997 and filed as Exhibit 2 to the Schedule 13D filed on December 24, 1997 which is hereby incorporated by reference). SHARES ------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,719,423 EACH ------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 8,098,523 (acquisition of such shares is conditioned upon the occurrence of certain events WITH specified in a Stock Option Agreement dated December 14, 1997 and filed as Exhibit 2 to the Schedule 13D filed on December 24, 1997, which is hereby incorporated by reference). ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,817,946 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * CO - --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP NO. 7194-OL-107 13D Page 3 of 6 Pages This Schedule 13D Amendment No. 1 ("13D Amendment") amends the Schedule 13D (the "Original 13D")filed on December 24, 1997 with the Securities and Exchange Commission ("SEC") on behalf of Gulf South Medical Supply, Inc. (GSMS). The Original 13D contained inaccurate information as to the total number of shares which GSMS may be deemed to beneficially own, and this 13D Amendment is being filed to correct that information. Unless otherwise noted, the information contained in this 13D Amendment amends and supplements information previously disclosed in the Original 13D and that Schedule 13D is hereby incorporated by reference. Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Gulf South Medical Supply, Inc. that it is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed. Item 5. Interest in Securities of the Issuer Item 5 of the Original 13D is replaced in its entirety with the following: (a) - (b) If the Option is exercised, GSMS will have the right to acquire 8,098,523 shares of Issuer Common Stock. If acquired, GSMS would have sole voting and dispositive power over such shares, and such shares would constitute approximately 16.7% of the Issuer's Common Stock, based on an aggregate of 40,696,097 shares issued and outstanding as of December 14, 1997. As a result of the Voting Agreement, GSMS has shared power to vote an aggregate of 2,719,423 shares of Issuer Common Stock (taking into consideration the 737,739 options held by the Reporting Persons listed on Schedule II) for the limited purposes described in Item 4 above, and such shares constitute approximately 6.6% of the Issuer's Common Stock, based on an aggregate of 40,696,097 shares issued and outstanding as of December 14, 1997. To the extent that GSMS, as permitted by the Voting Agreement, requests proxies to vote all of the shares of Issuer Common Stock subject to the Voting Agreement and such proxies are so granted, GSMS will have the sole voting power with respect to such shares, in connection with any vote on the Merger, Merger Agreement or the Amendment, as described in Item 4. As a result of the Voting Agreement and if the Option is exercised, GSMS may be deemed to beneficially own an aggregate of 10,817,946 shares of Issuer Common Stock (taking into consideration the 737,739 options held by the Reporting Persons listed on Schedule II), or approximately 21.8% of the Issuer's Common Stock, based on an aggregate of 40,696,097 shares issued and outstanding as of December 14, 1997. Thomas G. Hixon owns 10,000 shares of Issuer Common Stock. To GSMS' knowledge, no other shares of Issuer Common Stock are beneficially owned by any of the other persons named in Schedule I. (c) Neither GSMS, nor, to GSMS' knowledge, any person named in Schedule I, has affected any transaction in the Issuer Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. 4 CUSIP NO. 7194-OL-107 13D Page 4 of 6 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 16, 1998 GULF SOUTH MEDICAL SUPPLY, INC. /s/ Stanton Keith Pritchard ---------------------------- By: Stanton Keith Pritchard Title: Senior Vice President, Business Development and Administration, Secretary and General Counsel 5 CUSIP NO. 7194-OL-107 13D Page 5 of 6 Pages SCHEDULE I Name and Residence or Business Address if Name and Address of any Corporation different from that Principal Occupation or Other Organization in listed in Column Three or Employment Which Employment is Conducted - ---------------------- -------------------- ----------------------------------- David L. Bogetz Senior Vice President, Private Equity ABN Amro Chicago Corporation Management 208 South LaSalle, 10th Floor Chicago, IL 60604 Guy W. Edwards Consultant Not applicable. 567 Arbor Drive Madison, MS 39110 Melvin L. Hecktman President Hecktman Management 104 Wilmot Road, Suite 300 Deerfield, IL 60015 Thomas G. Hixon President, Chief Executive Officer and Gulf South Medical Supply, Inc. Chairman of the Board One Woodgreen Place Madison, MS 39110 William W. McInnes Retired Not applicable. 116 30th Avenue South Nashville, TN 37212 Stanton Keith Pritchard Senior Vice President, Business Gulf South Medical Supply, Inc. Development and Administration, One Woodgreen Place Secretary and General Counsel Madison, MS 39110 Steven L. Richardson Senior Vice President, Operations Gulf South Medical Supply, Inc. One Woodgreen Place Madison, MS 39110 Edward Schulman Senior Vice President, Sales and Gateway Healthcare Corporation Marketing 2900 Hungary Road, Suite 200 Richmond, VA 23228 John L. Vaughn, Jr. Vice President, Finance Gulf South Medical Supply, Inc. One Woodgreen Place Madison, MS 39110 Donna C.E. Williamson Not applicable. Not applicable. 345 Birch Street Winnetka, IL 60093
6 CUSIP NO. 7194-OL-107 13D Page 6 of 6 Pages SCHEDULE II Percentage of Outstanding Number of Shares of Shares of Issuer Common Issuer Common Stock Stock as of Individual Beneficially Owned December 14, 1997 - ---------- ------------------ ----------------- Gulf South Medical Supply, Inc. (1) 10,817,946 21.8% Delmer W. Dallas 131,144 .3% Frederick E. Dell (2) 239,449 .6% T. O'Neal Douglas 18,000 less than .1% Fred Elefant (2)(4) 500,255 1.2% Patrick C. Kelly (2)(3) 1,126,323 2.7% Delores Kesler 1,500 less than .1% William C. Mason -0- -0- John F. Sasen, Sr. (2) 229,844 .6% David A. Smith (2) 209,494 .5% James B. Stallings, Jr. (2) 47,566 .1% James L.L. Tullis (5) 215,848 .5%
(1) Includes shares subject to the Voting Agreement discussed in Item 4. (2) Included in such beneficial ownership are shares of Common Stock issuable upon the exercise of certain options exercisable immediately or within 60 days of December 14, 1997 as follows: Mr. Kelly, 411,806 shares; Mr. Sasen, 110,106 shares; Mr. Dell, 66,160 shares; Mr. Smith, 73,266 shares; Mr. Stallings, 44,566 shares; Mr. Elefant, 17,539 shares; Mr. Tullis, 14,296 shares. Also included in such beneficial ownership are shares held for the account of the Issuer's Employee Stock Ownership Plan as follows: Mr. Kelly, 77,487 shares; Mr. Sasen, 18,872 shares; Mr. Smith, 25,959 shares; and Mr. Dell, 96,420 shares. (3) Excludes 400,000 shares held in trust for Mr. Kelly's daughters. (4) Includes 400,000 shares held in trust for Mr. Kelly's daughters for which Mr. Elefant serves as co-trustee. (5) Includes 127,881 shares owned by Tullis Dickerson Capital Focus, L.P. and 11,200 shares owned by Tullis-Dickerson Partners. Mr. Tullis is the general partner of Tullis-Dickerson, the sole general partner of Tullis-Dickerson Capital Focus, L.P. -----END PRIVACY-ENHANCED MESSAGE-----