UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1994
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the transition period from to
Commission file Number 1-9810
OWENS & MINOR, INC.
(Exact name of Registrant as specified in its charter)
Virginia 54-1701843
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4800 Cox Road, Glen Allen, Virginia 23060
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including Area Code (804) 747-9794
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, $2 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
(Title of Class)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports) and (2) has been subject to such filing requirements
for the past 90 days. Yes X No _____
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of Common Stock held by
non-affiliates (based upon the closing sales price) was
approximately $377,909,196 as of March 7, 1995. In
determining this figure, the Company has assumed that all of its
officers, directors and persons known to the Company to be the
beneficial owners of more than five percent of the Company's Common
Stock are affiliates. Such assumption shall not be deemed
conclusive for any other purpose.
The number of shares of the Company's Common Stock
outstanding as of March 7, 1995 was 30,805,845 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Owens & Minor, Inc. Annual Report to
Shareholders for the year ended December 31, 1994 (the "1994 Annual
Report") are incorporated by reference into Part II of this Form
10-K and portions of the Owens & Minor, Inc. definitive Proxy
Statement for the 1995 Annual Meeting of Shareholders (the "1995
Proxy Statement") are incorporated by reference into Part III of
this Form 10-K. With the exception of the specific information
referred to in Items 5, 6, 7, 8 and 14 hereof, the 1994 Annual
Report and 1995 Proxy Statement are not deemed to be filed as a part
of this report.
TABLE OF CONTENTS
and
CROSS REFERENCE SHEET
Page Number(s)/Sections
Form Annual Proxy
10-K Report Statement
PART I
Item 1 Business 2-4
Item 2 Properties 5
Item 3 Legal Proceedings 5
Item 4 Submission of Matters to a
Vote of Security Holders 5
PART II
* Item 5 Market for Registrant's Common
Equity and Related Stockholder
Matters 9 43
* Item 6 Selected Financial Data 9 22-23
* Item 7 Management's Discussion and
Analysis of Financial
Condition and Results
of Operation 9 24-25
* Item 8 Financial Statements and
Supplementary Data 9 26-40
Item 9 Changes in and Disagreements
with Accountants on Accounting
and Financial Disclosure 9
PART III
** Item 10 Directors and Executive Officers Proposal 1: Election of
of the Registrant 10 Directors
** Item 11 Executive Compensation 10 Proposal 1: Election of Directors - Executive
Compensation
** Item 12 Security Ownership of Certain Proposal 1: Election
Beneficial Owners and of Directors - Capital
Management 10 Stock Owned by Principal Shareholders
and Management
** Item 13 Certain Relationships and
Related Transactions 10 None
PART IV
Item 14 Exhibits, Financial Statement
Schedules, and Reports on
Form 8-K 11-13
* Information related to this item is hereby incorporated by
reference to the 1994 Annual Report.
** Information related to this item is hereby incorporated by
reference to the 1995 Proxy Statement.
OWENS & MINOR, INC.
PART I
Item 1. Business
Owens & Minor, Inc. (the "Company") was incorporated in Virginia
on December 7, 1926 as a successor to a partnership founded in
Richmond, Virginia in 1882. The Company is the largest
branded wholesale distributor of medical/surgical supplies and
carries over 163,000 products and operates 53 distribution centers
serving hospitals, nursing homes, integrated healthcare systems,
alternate medical care facilities, physicians' offices and other
institutions nationwide. The Company also distributes
pharmaceuticals and related products to hospitals. The Company's
common stock is traded on the New York Stock Exchange under the
symbol OMI.
On May 10, 1994, the Company acquired Stuart Medical,
Inc. (Stuart), a distributor of medical/surgical supplies. The
consideration paid to the shareholders of Stuart was $40.2 million
in cash and $115 million par value of convertible preferred stock.
In 1994, the Company did not engage in any material amount
of governmental business that may be subject to renegotiation of
profits or termination of contract at the election of the
government. The Company held no material patents, trademarks,
licenses, franchises or concessions in 1994 nor is it subject to
any material seasonality. At February 28, 1995, the Company
had approximately 3,000 full and part-time employees and
considers its relations with them to be excellent.
The Company is required to carry a significant investment
in inventory to meet the rapid delivery requirements of its
customers. The Company sells only finished goods purchased from
approximately 3,000 different manufacturers that provide an
adequate availability of inventory. In 1994, products purchased
from Johnson & Johnson, Inc. accounted for approximately 19% of the
Company's net sales. The Company believes that it is not
vulnerable to supply interruptions that would have a material
adverse effect on its operations or profitability. Due to the
immediate delivery requirements of its customers, the Company has no
material backlog of orders.
Hospital customers (including members of hospital
buying groups/alliances) represent the majority of the Company's
sales. The remaining sales are to alternative care providers
including Integrated Healthcare System (IHS), nursing homes,
surgical centers, physician offices and other purchasers. The
historic focus on sales to hospitals reflects the Company's
principal strategy of focusing on hospital customers in the
belief that the buying decisions regarding distribution of supplies
to the new IHS will be lead by the hospital community. Important
elements of this strategy have been to maintain the Company's status
as a low cost distributor of high volume commodity products and to
operate in a decentralized manner to provide customers with a high
level of service on a local basis.
In 1994, the majority of the Company's sales were related to
eight product groups including urological products, dressings,
needles and syringes, surgical packs and gowns, sterile procedure
trays, sutures, intravenous products and endoscopic products.
These products are disposable and are generally used in high
volume by customers. The sales of these products are supplemented
by sales of a wide variety of other products including incontinence
products, feeding tubes, surgical staples, blood collection devices
and surgical gloves.
The Company's growth has been achieved by expansion into
new geographical areas through acquisitions and the opening
of new distribution centers. In May 1989, the Company
acquired National Healthcare and Hospital Supply Corporation
(National Healthcare). With the addition of National
Healthcare's six continuing distribution centers, the Company was
able to expand its distribution area to the western portion of
the United States. On December 2, 1991, the Company acquired Koley's
Medical Supply, Inc. (Koley's). The acquisition of Koley's
provided the Company with three distribution centers located in Iowa
and Nebraska. In May 1992 and September 1992, the Company opened
distribution centers in Columbus, Ohio and Memphis,
Tennessee, respectively. In May 1993, the Company acquired Lyons
Physician Supply Company located in Youngstown, Ohio. In June 1993,
the Company acquired A. Kuhlman & Co. located in Detroit,
Michigan. In June 1993, the Company opened distribution centers
in Birmingham, Alabama and Detroit, Michigan, and in August 1993
and December 1993, the Company opened distribution centers in
Boston, Massachusetts and Seattle, Washington, respectively. On
May 10, 1994, the Company acquired Stuart. The acquisition of
Stuart provided the Company with distribution centers located
primarily in the West, Midwest and Northeast. In October 1994, the
Company acquired substantially all of the assets of Emery Medical
Supply, Inc., located in Denver, Colorado. In August 1994, the
Company opened a distribution center in San Diego, California, and
in December 1994, in St. Louis, Missouri. The Company intends
to continue to acquire or establish distribution centers in new
locations depending on the attractiveness of new markets, the
availability of suitable acquisition candidates and the potential
for additional sales and/or cost savings from new locations.
Since 1985, the Company has been a distributor for VHA
Inc. (formerly named Voluntary Hospitals of America, Inc.) ("VHA").
VHA is the nations's largest group purchasing organization for the
non-profit hospital system, representing over 1,000 health care
organizations all of which are in markets serviced by the Company.
The Company entered into a new supply agreement with VHA in 1993.
Under the provisions of the new VHA agreement, commencing on April
1, 1994, the Company sells products to VHA-member hospitals and
affiliates on a variable cost-plus basis that is generally dependent
upon dollar volume of purchases and percentage of total products
purchased from the Company. Accordingly, as the Company's sales
to and penetration of VHA-member customers increase, the cost
plus pricing charged to such customers decreases. Prior to April
1, 1994, products were sold on a straight cost-plus basis. In
November 1994, another change was made to the VHA agreement adding
Baxter Healthcare Corporation as the fourth authorized VHA
distributor effective in the first quarter of 1995.
Simultaneously, with this change, VHA enabled the other
three authorized VHA distributors, including the Company, to
distribute Baxter-manufactured products, which was not previously
possible. During 1994, no single customer accounted for 10% or
more of the Company's net sales, except for sales under the VHA
agreement to member hospitals, which amounted to approximately $960
million or 40% of the Company's total net sales.
In February 1994, the Company was selected by
Columbia/HCA Healthcare Corp. ("Columbia/HCA") as its principal
distributor for medical/surgical products. Under the new
partnership, the Company provides distribution services to
Columbia/HCA hospitals and their other healthcare facilities
nationwide to improve the cost effectiveness and efficiency of
their inventory management process. Columbia/HCA owns
approximately 200 acute care and specialty hospitals throughout
the United States.
The Company also acts as an agent for Abbott
Laboratories, warehousing and distributing intravenous solutions and
related products on a fee basis at seven distribution centers.
As a result of the Company's sale of its Wholesale Drug
Division and Specialty Packaging Division in 1992, the Company
has only one reporting segment.
MARKETING DEVELOPMENTS
In 1994, the Company introduced a series of decision analysis
for personal computer applications called Interactive Value Models
(IVM(Registered Trademark)). With the IVM(Registered Trademark),
customers are guided through a series of questions accessing
their data to arrive at a cost savings figure achievable through
the use of the Company's distribution services. If the customer
cannot provide the data, the application automatically provides
industry standard values. Because IVM(Registered Trademark) is
computerized, customers receive answers quickly.
The field automation program was implemented in October 1994,
with field management receiving IBM Thinkpad(Registered Trademark)
laptops. The sales force trainers received their laptop computers
in December 1994 in preparation for the roll-out to the entire sales
force in 1995. These laptops will be used to access business data
on a real time basis, to communicate electronically both with the
Company's customers and teammates, and to provide multi-media
presentations.
Stock Point(Registered Trademark) was introduced in November
1994 as the name for the Company's stockless distribution program.
This program provides for low-unit-of-measure delivery of product
directly to the hospital department or care site on a daily
basis. The Company successfully implemented in 1994 a newly
developed Stock Point(Registered Trademark) point-of-use application
at two hospital locations. This application automates the
replenishment process through the use of portable computers
outfitted with bar code readers.
A new Integrated Healthcare System (IHS) marketing strategy
was introduced in the Fall of 1994 to five major IHS customers.
This program is designed to provide a seamless distribution
program to address the special needs of the large IHS in
reducing their non-clinical operating expenses and working
towards a risk/gain sharing agreement.
"The Source", Owens & Minor's first product catalog, was
released in December 1994 to customers and teammates. This is a
comprehensive medical/surgical product catalog illustrating many of
the products that are available through the Company's distribution
centers.
COMPETITION
The medical/surgical supply business in the United States
consists of three nationwide distributors, Owens & Minor, Baxter
Healthcare Corp. and General Medical, and a number of regional and
local distributors. The Company believes that, based upon sales, it
is the largest branded distributor of medical/surgical products to
hospitals in the United States. Competition within the
medical/surgical supply business exists with respect to breadth of
product line, product availability, delivery time, services
provided, the ability to meet special requirements of customers
and price. Further consolidation of medical/surgical supply
distributors continues through the purchase of smaller distributors
by larger companies due to competitive pressures in the market place.
Item 2. Properties
The corporate headquarters of the Company is located in
western Henrico County in suburban Richmond, Virginia in a leased
facility. The Company owns two undeveloped parcels of land in
western Henrico County, which are adjacent to the Company's
corporate headquarters. In addition, the Company owns its warehouse
facilities in Youngstown, Ohio, La Mirada, California and
Greensburg, Pennsylvania and an office facility in Sanford,
Florida.
The Company also leases offices and warehouses for its
distribution centers in 45 cities. Overall there are 53
distribution centers. In 1994, the Company relocated five
distribution centers and expanded six others. Much of this
activity can be attributed to new business growth with Columbia/HCA
hospitals and the consolidation of Owens & Minor and Stuart
facilities. In 1995 new facilities are planned for seven
locations including Atlanta, Chicago, Detroit, Ft. Lauderdale,
Houston, Jackson and Richmond. All company facilities are
considered adequate for their current and projected use.
Item 3. Legal Proceedings
There are no legal proceedings pending against the Company or
any of its subsidiaries other than ordinary routine litigation
incidental to its business, including certain tort claims arising
in the ordinary course of business which are adequately covered by
insurance and are being defended either by the Company's
insurance carriers or the suppliers of the merchandise involved.
No legal proceeding pending against the Company is expected to have
a material adverse effect upon the Company.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during
the fourth quarter of 1994.
EXECUTIVE AND OTHER OFFICERS OF THE REGISTRANT
The Company's Executive Officers are:
Name Age Office
G. Gilmer Minor, III 54 Chairman, President and Chief
Executive Officer
Craig R. Smith 43 Executive Vice President and
Chief Operating Officer
Robert E. Anderson, III 60 Executive Vice President,
Planning and Development
Henry A. Berling 52 Executive Vice President,
Sales and Customer
Development
Drew St. J. Carneal 56 Senior Vice President,
Corporate Counsel and
Secretary
Glenn J. Dozier 44 Senior Vice President,
Finance, Chief Financial
Officer
The Company's other Officers are:
Richard F. Bozard 48 Vice President, Treasurer
Charles C. Colpo 37 Vice President, Inventory
Management
Hugh F. Gouldthorpe, Jr. 56 Vice President, Quality and
Communications
Michael L. Roane 40 Vice President, Human
Resources
Thomas J. Sherry 46 Vice President, Sales and
Marketing
F. Thomas Smiley 39 Vice President, Operations
and Cost Management,
Controller
Hue Thomas, III 56 Vice President, Corporate
Relations
At the meeting of the Board of Directors held February 27,
1995, Mr. Colpo was elected Officer and all of the other Officers
were elected at the annual meeting of the Board of Directors held May
10, 1994. All Officers are elected to serve until the 1995
Annual Meeting of Shareholders, or such time as their successors
are elected.
Mr. G. Gilmer Minor, III was first employed by the Company in
1963. Mr. Minor received his B.A. in history from the Virginia
Military Institute in 1963. In 1966, he was awarded an MBA from
the Colgate Darden School of Business Administration at the
University of Virginia. He has spent his entire business career with
the Company and was elected President and Chief Operating Officer
in 1981 and Chief Executive Officer in 1984. In May 1994 he was
also elected Chairman of the Board.
Mr. Smith was employed by National Healthcare and Hospital
Supply Corporation in June 1983 as a sales representative. With the
Company's acquisition of National Healthcare and Hospital Supply
Corporation in May 1989, Mr. Smith was employed by the Company
as Division Vice President. From 1990 to 1992, Mr. Smith served as
Group Vice President for the western region. On January 4,
1993 Mr. Smith assumed responsibilities of Senior Vice President,
Distribution. Later in 1993, Mr. Smith assumed the new role of
Senior Vice President, Distribution and Information Systems and
in 1994, he was elected Executive Vice President, Distribution and
Information Systems. In February 1995, Mr. Smith was promoted to
Chief Operating Officer. Mr. Smith is a graduate of the University
of Southern California.
Mr. Anderson was Vice President of Powers & Anderson from 1958
to 1966. With the Company's acquisition of Powers & Anderson in
1967, Mr. Anderson was employed by the Company in the
Medical/Surgical Division in sales and marketing and was elected
Vice President in 1981. In October 1987, he was elected Senior
Vice President, Corporate Development. In April 1991, Mr. Anderson
was elected Senior Vice President, Marketing and Planning. In
1992, Mr. Anderson assumed a new role as Senior Vice President,
Planning and Development and in 1994, he was elected
Executive Vice President, Planning. Mr. Anderson received a B.S.
in Commerce from the University of Virginia.
Mr. Berling was employed by A & J Hospital Supply Company
following the completion of his education in 1965. With the
Company's acquisition of A & J Hospital Supply in 1966, Mr.
Berling was employed by the Company in the Medical/Surgical
Division and was elected Vice President in 1981 and Senior Vice
President, Sales and Marketing, a newly created position, in 1987.
In April 1989, he was elected Senior Vice President and Chief
Operating Officer. In April 1991, Mr. Berling assumed a new role
as Senior Vice President, Sales and Distribution. In 1992, Mr.
Berling assumed the role of Senior Vice President, Sales and
Marketing and in 1994, he was elected Executive Vice President, Sales
and Customer Development. Mr. Berling received a B.S. in
Economics from Villanova University.
Mr. Carneal was employed by the Company in January 1989 as
Vice President and Corporate Counsel. From 1985 to 1988, he
served as the Richmond City Attorney and, prior to that date, he was
a partner for the law firm of Cabell, Moncure and Carneal which
provided legal services to the Company. In February 1989, he was
elected Secretary by the Board of Directors. In March 1990, he
was elected Senior Vice President, Corporate Counsel and
Secretary. Mr. Carneal received a B.A. in English from Princeton
University. Mr. Carneal received his L.L.B. at the University of
Virginia School of Law.
Mr. Dozier was elected to the position of Senior Vice
President, Chief Financial Officer, in February 1991. In April
1991, he assumed the additional responsibility of Senior Vice
President, Operations and Systems. In 1992, Mr. Dozier assumed
a new role of Senior Vice President, Finance and Information
Systems and Chief Financial Officer. In 1993, Mr. Dozier assumed the
role of Senior Vice President, Finance, Chief Financial Officer.
Prior to joining the Company in April 1990, Mr. Dozier had been
Chief Financial Officer and Vice President of Administration and
Control since 1987 for AMF Bowling, Inc. Previously, Mr. Dozier was
with Dravo Corporation, where his last position was Vice President,
Finance. Mr. Dozier received an MBA from The Colgate Darden School
of Business at the University of Virginia and received a B.S. from
Virginia Polytechnic Institute and State University in Industrial
Engineering and Operations Research.
Mr. Bozard was employed by the Company in March 1988 and
was elected Vice President, Treasurer in 1991. Prior to
joining the Company, he served as an officer for CIT/Manufacturers
Hanover Bank and Trust. From 1984 to 1986, he was with Williams
Furniture where his last position was President. Mr. Bozard
received a B.S. from Virginia Commonwealth University in Business
Administration.
Mr. Colpo was employed by the Company in 1981 as Manager,
Internal Audit. In April 1984, Mr. Colpo was promoted to Division
Vice President (DVP) and served as DVP for the Harlingen, Texas,
Division, in 1987, for the Orlando, Florida, Division and in 1993
for the Atlanta, Georgia, Division. In 1994, he became Director,
Business Process Redesign. In 1995, Mr. Colpo was promoted to Vice
President, Inventory Management. Mr. Colpo received a BS in
Accounting from Virginia Polytechnic Institute and State
University.
Mr. Gouldthorpe joined the Company in 1986 as Director of
Hospital Sales for the Wholesale Drug Division. In 1987, he was
promoted to Vice President and was named Vice President and
General Manager of the Wholesale Drug Division in 1989. In April
1991, he was elected Vice President, Corporate Communications and in
September 1993, was appointed Vice President, Quality and
Communications. Prior to joining the Company, Mr. Gouldthorpe
was employed by E.R. Squibb and Sons for 20 years. While at
Squibb he held numerous sales and marketing positions that included
Advertising Manager, Director of Training and Director of Sales.
Mr. Gouldthorpe is a graduate of the Virginia Military Institute with
a B.A. in Chemistry and Biology.
Mr. Roane was employed by the Company in October 1992 as
Vice President, Human Resources. Prior to joining Owens & Minor,
Mr. Roane was employed by Philip Morris Co. from 1980 to 1992
where his last position was Manager, Employee Relations Operations.
Prior to that he was employed by Gulf Western Industries in a
variety of human resources positions. Mr. Roane received his B.S.
Degree in Business Management from Canisius College.
Mr. Sherry joined Owens & Minor as Vice President of Sales
and Marketing with the Company's acquisition of Stuart in May 1994.
During his 18 year employment at Stuart he held various
positions which included sales representative, Sales Manager,
Division Vice President, Regional Vice President, Vice President
of Sales and Executive Vice President. Mr. Sherry has a B.S.
in Business Administration from Central Michigan University and
while in the Air Force completed the M.B.A. program at the
University of Northern Colorado.
Mr. Smiley was employed by the Company in September 1979 as
Manager of Internal Audit. In January 1981, he became Assistant
Controller. In June 1985, he became Controller. In April 1986 he
was elected Assistant Vice President, Controller. In April
1989, he was elected Vice President, Controller and in
February 1995, was promoted to Vice President, Operations and
Cost Management. Prior to joining the Company, he was with
Coopers & Lybrand, where his last position was Senior Accountant.
Mr. Smiley received a B.S. in Business Administration from
the University of Richmond.
Mr. Thomas joined the Company in 1970. In 1984, he was promoted
to Assistant General Manager of the Medical/Surgical Division. In
1985, he was made Assistant Corporate Vice President and was named
Vice President in 1987. In 1989, he was named Vice President and
General Manager of the Medical/Surgical Division. In 1991, he was
named Vice President, Corporate Relations. Mr. Thomas received a
B.S. from Georgia Institute of Technology.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
Information regarding the market price of the Company's
Common Stock and related stockholder matters is set forth in the
1994 Annual Report under the heading "Market and Dividend
Information" on page 43 and is incorporated by reference herein.
Item 6. Selected Financial Data
The information required under this item is contained in the
1994 Annual Report under the heading "Selected Financial Data" on
pages 22 and 23 and is incorporated by reference herein.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation
The information required under this item is contained in the
1994 Annual Report under the heading "Management's Discussion and
Analysis of Results of Operations and Financial Condition" on pages
24 and 25 and is incorporated by reference herein.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements and notes as of December
31, 1994 and 1993 and for each of the years in the three-year
period ended December 31, 1994, together with the independent
auditors' report of KPMG Peat Marwick LLP dated February 3, 1995,
appearing on pages 26 through 40 of the 1994 Annual Report are
incorporated by reference herein.
The information required under Item 302 of Regulation S-K is
set forth in the 1994 Annual Report in Note 13 - "Quarterly
Financial Data (Unaudited)" in the Notes to Consolidated Financial
Statements on page 39 and is incorporated by reference herein.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There were no changes in or disagreements with accountants
on accounting and financial disclosures during the two-year period
ended December 31, 1994.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required for this item is contained in Part I
of this Form 10-K and in the 1995 Proxy Statement under the
heading, "Proposal 1: Election of Directors" and is incorporated
by reference herein.
Item 11. Executive Compensation
The information required under this item is contained in the
1995 Proxy Statement under the heading "Proposal 1: Election of
Directors - Executive Compensation" and is incorporated by reference
herein.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required under this item is contained in the
1995 Proxy Statement under the heading "Proposal 1: Election of
Directors - Capital Stock Owned by Principal Shareholders and
Management" and is incorporated by reference herein.
Item 13. Certain Relationships and Related Transactions
None
PART IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K
Page Numbers
1994 Annual Form
Report * 10-K
(a) The following documents are filed
as part of this report:
1. Consolidated Financial Statements:
Independent Auditors' Report of
KPMG Peat Marwick LLP 40
Consolidated Balance Sheets at
December 31, 1994 and 1993 27
Consolidated Statements of Income for
the years ended December 31, 1994,
1993 and 1992 26
Consolidated Statements of Cash Flows
for the years ended December 31, 1994,
1993 and 1992 28
Notes to Consolidated Financial Statements 29-39
2. Financial Statement Schedules:
Independent Auditors' Report of KPMG
Peat Marwick LLP 15
VIII - Valuation and Qualifying Accounts 16
* Incorporated by reference from the indicated
pages of the 1994 Annual Report.
All other schedules are omitted because the related information
is included in the Consolidated Financial Statements or notes thereto
or because they are not applicable.
3. Exhibits
(2) Agreement of Exchange dated December 22, 1993, as amended and
restated on March 31, 1994, by and among Stuart Medical, Inc.,
the Company and certain shareholders of Stuart Medical, Inc.
(incorporated herein by reference to the Company's Proxy
Statement/Prospectus dated April 6, 1994, Annex III)**
(3)(a) Amended and Restated Articles of Incorporation of the Company
(b) Amended and Restated Bylaws of the Company
(4)(a) Owens & Minor, Inc. $11.5 million, 0% Subordinated Note
dated May 31, 1989, due May 31, 1997, between the Company
and Hygeia Ltd. (incorporated herein by reference to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1990)
(b) Amendment to Owens & Minor, Inc. 0% Subordinated Note due
May 31, 1997
(c) Owens & Minor, Inc. $3,332,912, 9.10% Convertible
Subordinated Note dated May 10, 1994, due May 31, 1996,
between the Company and Hygeia Ltd.
(d) Credit Agreement dated as of April 29, 1994 among the Company,
as borrower, certain of the Company's subsidiaries, as
guarantors, NationsBank of North Carolina, N.A., as Agent,
Chemical Bank and Crestar Bank, as Co-Agents, and the Banks
identified therein ("Credit Agreement")**
(e) First Amendment to Credit Agreement dated February 28, 1995**
(10) (a) Owens & Minor, Inc. Annual Incentive Plan (incorporated
herein by reference to the Company's definitive Proxy
Statement dated March 25, 1991)*
(b) 1985 Stock Option Plan as amended on January 27, 1987
(incorporated herein by reference to the Company's Annual
Report on Form 10-K, Exhibit 10(f), for the year ended
December 31, 1987)*
(c) Stock Purchase Agreement dated May 1, 1989 among the Company,
Hygeia N.V. and Hygeia Medical Supply B.V. (incorporated
herein by reference to the Company's Current Report on Form
8-K, Exhibit 2.1, filed on May 24, 1989)
(d) Owens & Minor, Inc. Pension Plan (incorporated herein by
reference to the Company's Annual Report on Form 10-K, Exhibit
10(h), for the year ended December 31, 1990)*
(e) Supplemental Executive Retirement Plan dated July 1, 1991
(incorporated herein by reference to the Company's Annual
Report on Form 10-K, Exhibit 10(i), for the year ended
December 31, 1991)*
(f) Owens & Minor, Inc. Executive Severance Agreements
(incorporated herein by reference to the Company's Annual
Report on Form 10-K, Exhibit 10(i), for the year ended
December 31, 1991)*
(g) Owens & Minor, Inc. Directors' Stock Option Plan (incorporated
herein by reference to the Company's Annual Report on Form 10-
K, Exhibit 10(i), for the year ended December 31, 1991)*
(h) Agreement dated December 31, 1985 by and between Owens &
Minor, Inc. and G. Gilmer Minor, Jr. (incorporated herein by
reference to the Company's Annual Report on Form 10-K, exhibit
10(k), for the year ended December 31, 1992)*
(i) Agreement dated December 31, 1985 by and between Owens &
Minor, Inc. and Philip M. Minor (incorporated herein by
reference to the Company's Annual Report on Form 10-K, exhibit
10(l), for the year ended December 31, 1992)*
(j) Agreement dated May 1, 1991 by and between Owens & Minor, Inc.
and W. Frank Fife (incorporated herein by reference to the
Company's Annual Report on Form 10-K, exhibit 10(m), for the
year ended December 31, 1992)*
(k) Owens & Minor, Inc. 1993 Stock Option Plan (incorporated
herein by reference to the Company's Annual Report on Form 10-
K, exhibit 10(k), for the year ended December 31, 1993)*
(l) Owens & Minor, Inc. Directors' Compensation Plan (incorporated
herein by reference to the Company's Annual Report on Form 10-
K, exhibit 10(l), for the year ended December 31, 1993) *
(m) Form of Enhanced Authorized Distribution Agency Agreement
("ADA Agreement") dated as of November 16, 1993 by and between
Voluntary Hospitals of America, Inc. and Owens & Minor, Inc.
(incorporated herein by reference to the Company's Annual
Report on Form 10-K, exhibit 10 (m), for the year ended
December 31, 1993)***
(n) Amendments to ADA Agreement dated as of August 9, 1994,
September 15, 1994 and November 15, 1994, respectively
(11) Calculation of Net Income Per Share
(13) Owens & Minor, Inc. 1994 Annual Report to Shareholders
(21) Subsidiaries of Registrant
(23) Consent of KPMG Peat Marwick LLP, independent auditors
(27) Financial Data Schedule
* A management contract or compensatory plan or arrangement required
to be filed as an exhibit to this Form 10-K.
** The schedules to this Agreement have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. The Company hereby
undertakes to file supplementally with the Commission upon
request a copy of the omitted schedules.
*** The Company has requested confidential treatment by the Commission
of certain portions of this Agreement, which portions have been
omitted and filed separately with the Commission.
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during the fourth quarter
of 1994
Note 1. With the exception of the information incorporated in this Form
10-K by reference thereto, the 1994 Annual Report shall not be deemed
"filed" as a part of this Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
OWENS & MINOR, INC.
by /s/ G. Gilmer Minor, III
G. Gilmer Minor, III
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the date
indicated:
/s/ G. Gilmer Minor, III /s/ R. E. Cabell, Jr.
G. Gilmer Minor, III R. E. Cabell, Jr.
Chairman of the Board, President Director
and Chief Executive Officer
/s/ Philip M. Minor /s/ James B. Farinholt, Jr.
Philip M. Minor James B. Farinholt, Jr.
Vice Chairman of the Board Director
/s/ William F. Fife /s/ Carl G. Grefenstette
William F. Fife Carl G. Grefenstette
Director Director
/s/ Glenn J. Dozier /s/ Vernard W. Henley
Glenn J. Dozier Vernard W. Henley
Senior Vice President, Finance, Director
Chief Financial Officer
/s/ F. Thomas Smiley /s/ E. Morgan Massey
F. Thomas Smiley E. Morgan Massey
Vice President, Principal Director
Accounting Officer and Controller
/s/ James E. Rogers
James E. Rogers
Director
/s/ James E. Ukrop
James E. Ukrop
Director
/s/ Anne Marie Whittemore
Anne Marie Whittemore
Director
Each of the above signatures is affixed as of March 22, 1995.
INDEPENDENT AUDITORS' REPORT
REPORT ON FINANCIAL STATEMENT SCHEDULE
The Board of Directors
Owens & Minor, Inc.:
Over date of February 3, 1995, we reported on the consolidated balance
sheets of Owens & Minor, Inc. and subsidiaries as of December 31, 1994
and 1993, and the related consolidated statements of income and cash
flows for each of the years in the three-year period ended December 31,
1994, as contained in the 1994 annual report to shareholders. These
consolidated financial statements and our report thereon are
incorporated by reference in the December 31, 1994 annual report on Form
10-K. In connection with our audits of the aforementioned consolidated
financial statements, we also audited the related financial statement
schedule included on page 16 of this annual report on Form 10-K. This
financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion on this
financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set
forth therein.
KPMG Peat Marwick LLP
Richmond, Virginia
February 3, 1995
Schedule VIII
OWENS & MINOR, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
(In thousands)
Additions
Balance at Charged to
Beginning Costs Other** Balance
Year-End of and at End
Description Year Expenses Deductions* of Year
Allowance for doubtful
accounts deducted from
accounts and notes
receivable in the
Consolidated
Balance Sheets
1994 $4,678 $1,149 $ 40 $ 527 $5,340
1993 $4,442 $ 497 - $ 261 $4,678
1992 $4,514 $1,351 - $1,423 $4,442
* Uncollectible accounts written off.
** Adjusted for the allowance reserve acquired with the Emery
acquisition.
Form 10-K
Exhibit Index
Exhibit # Description
(3) (a) Amended and Restated Articles of Incorporation of the Company
(b) Amended and Restated Bylaws of the Company
(4) (b) Amendment to Owens & Minor, Inc. 0% Subordinated Note due May
31, 1997
(c) Owens & Minor, Inc. $3,332,912 9.10% Convertible Subordinated
Note dated May 10, 1994 due May 31, 1996 between the Company
and Hygeia Ltd.
(d) Credit Agreement dated as of April 29, 1994, among the
Company, as borrower, certain of the Company's subsidiaries,
as guarantors, NationsBank of North Carolina, N.A., as Agent,
Chemical Bank and Crestar Bank, as Co-Agents, and the Banks
identified therein
(e) First Amendment to Credit Agreement dated February 28, 1995
(10) (n) Amendments to ADA Agreement dated as of August 9, 1994,
September 15, 1994 and November 15, 1994, respectively
(11) Calculation of Net Income Per Share
(13) Owens & Minor, Inc. 1994 Annual Report to Shareholders
(21) Subsidiaries of Registrant
(23) Consent of KPMG Peat Marwick LLP, independent auditors
(27) Financial Data Schedule