UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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
Incorporation or Organization) identification no.)
4800 Cox Road (804) 747-9794
Glen Allen, Virginia 23060 (Registrant's telephone number
(Address of principal executive offices) including area code)
(zip code)
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 _____
The number of shares of Owens & Minor, Inc.'s common stock outstanding as
of November 6, 1998 was 32,567,642 shares.
The undersigned Registrant hereby amends the following item of its Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998 to read as set
forth below.
Item 5. Other Information
The Company has amended its Bylaws to make Article 14.1 of the Virginia Stock
Corporation Act (the Control Share Acquisitions Statute) inapplicable to shares
of any class of capital stock of the Company and to add certain advance notice
requirements applicable to proposals by shareholders for nominees for election
as directors of the Company and for other matters sought to be brought before an
annual meeting of shareholders.
The text of the amended Bylaws of the Company is filed as Exhibit 3(b) to the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1998, as amended hereby, which is incorporated herein by reference.
The amendments are described below.
Article I, Section 1.9 of the Company's By-laws provides that for a shareholder
to bring a matter properly before an annual meeting of shareholders, the
shareholder must have given timely notice thereof in writing to the Secretary of
the Company. To be timely, a shareholder's notice must be given, either by
personal delivery or by United States registered or certified mail, postage
prepaid, to the Secretary of the Company not later than 90 days before the
anniversary of the date of the first mailing of the Company's proxy statement
for the immediately preceding annual meeting -- such date is December 13, 1998
with respect to the 1999 annual meeting. In no event shall the public
announcement of an adjournment or postponement of an annual meeting or the fact
that an annual meeting is held after the anniversary of the preceding annual
meeting commence a new time period for the giving of a shareholder's notice as
described above. A shareholder's notice to the Secretary shall set forth as to
each matter the shareholder proposes to bring before the meeting (i) a brief
description of the business desired to be brought before the meeting, including
the complete text of any resolutions to be presented at the meeting with respect
to such business, and the reasons for conducting such business at the meeting,
(ii) the name and address of record of the shareholder proposing such business
and the beneficial owner, if any, on whose behalf the proposal is made, (iii)
the class and number of shares of the Company that are owned by the shareholder
and such beneficial owner, (iv) a representation that the shareholder is a
holder of record of shares of the Company entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to propose such business,
and (v) any material interest of the shareholder and such beneficial owner in
such business. In the event that a shareholder attempts to bring business before
a meeting without complying with the foregoing procedure, such business shall
not be transacted at such meeting.
In the case of nominations for the election of directors, Article I, Section 1.8
of the Company's By-laws provides that any shareholder entitled to vote in the
election of directors may nominate one or more persons for election as directors
only at an annual meeting and if written notice of such shareholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States registered or certified mail, postage prepaid, to the
Secretary of the Company not later than 90 days before the anniversary of the
date of the first mailing of the Company's proxy statement for the immediately
preceding year's annual meeting -- such date is December 13, 1998 with respect
to the 1999 annual meeting. In no event shall the public announcement of an
adjournment or postponement of an annual meeting or the fact that an annual
meeting is held after the anniversary of the preceding annual meeting commence a
new time period for the giving of a shareholder's notice as described above.
Each notice shall set forth (i) the name and address of record of the
shareholder who intends to make the nomination, the beneficial owner, if any, on
whose behalf the nomination is made and of the person or persons to be
nominated, (ii) the class and number of shares of the Company that are owned by
the shareholder and such beneficial owner, (iii) a representation that the
shareholder is a holder of record of shares of the Company entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice, (iv) a description of
all arrangements, understandings or relationships between the shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder, and (v) such other information regarding each nominee proposed by
such shareholder as would be required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required to be disclosed, pursuant to the proxy rules of the Securities and
Exchange Commission, had the nominee been nominated, or intended to be
nominated, by the Board of Directors, and shall include a consent signed by each
such nominee to serve as a director of the Company if so elected. In the event
that a shareholder attempts to nominate any person without complying with the
foregoing procedure, such person shall not be nominated and shall not stand for
election at such meeting.
For purposes of including a shareholder proposal in the Company's proxy
statement for the 1999 annual meeting of shareholders, the shareholder must also
comply with the requirements set forth under the section "Other Information--
Shareholder Proposals" of the Company's 1998 Proxy Statement, dated March 13,
1998, which section is incorporated by reference herein.
SIGNATURES
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 thereunto duly authorized.
Owens & Minor, Inc.
(Registrant)
Date November 19, 1998 /s/ Ann Greer Rector
--------------------------------
Ann Greer Rector
Senior Vice President &
Chief Financial Officer