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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Item 13. Certain Relationships and Related Transactions
None
PART IV
Item 14.
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