-----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, QLVIGoC8GxNXye3W69zoH1e9ewrPwHRR8Z60YeQJr8mxZtmxEwfX6MD7oGdsLG1I yTV4DsBbrISs8L9dNCYLiw== 0000911916-98-000014.txt : 19980212 0000911916-98-000014.hdr.sgml : 19980212 ACCESSION NUMBER: 0000911916-98-000014 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980211 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIORITY HEALTHCARE CORP CENTRAL INDEX KEY: 0001037975 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 351927379 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-52341 FILM NUMBER: 98530851 BUSINESS ADDRESS: STREET 1: 285 W CENTRAL PARKWAY CITY: ALTAMONTE SPRINGS STATE: FL ZIP: 32714 BUSINESS PHONE: 3172989890 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BINDLEY WESTERN INDUSTRIES INC CENTRAL INDEX KEY: 0000722808 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 840601662 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10333 N MERIDIAN ST STREET 2: STE 300 CITY: INDIANAPOLIS STATE: IN ZIP: 46290 BUSINESS PHONE: 3172989890 MAIL ADDRESS: STREET 1: 10333 NORTH MERIDIAN STREET 2: SUITE 300 CITY: INDIANAPOLIS STATE: IN ZIP: 46290 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ______)* PRIORITY HEALTHCARE CORPORATION (Name of Issuer) CLASS B COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 74264T102 (CUSIP Number) *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 in 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). (Continued on following page(s)) 1 CUSIP No. 74264T102 1. Name of Reporting Person I.R.S. Identification No. of Above Person Bindley Western Industries, Inc., I.R.S. Id. No. 84-0601662 2. Check the appropriate box if a member of a group Not applicable 3. 4. Citizenship or Place of Organization Indiana 5. Sole Voting Power 10,214,286 shares{1) 6. Shared Voting Power -0- 7. Sole Dispositive Power 10,214,286 shares(1) 8. Shared Dispositive Power -0- __________________ (1) Bindley Western Industries, Inc. ("BWI") owns beneficially and of record 10,214,286 shares of Priority Healthcare Corporation ("PHC") Class A Common Stock, representing all of the shares of PHC Class A Common Stock outstanding as of 12/31/97. BWI currently owns no shares of PHC Class B Common Stock. Both PHC Class A and Class B Common Stock entitle holders thereof to the same rights and privileges, except holders of PHC Class A Common Stock are entitled to three votes per share and holders of PHC Class B Common Stock are entitled to one vote per share. The holders of PHC Class A Common Stock and PHC Class B Common Stock generally vote together as a single class on all matters submitted to a vote of holders of PHC Common Stock. Any holder of shares of PHC Class A Common Stock may request to convert any or all of its shares of PHC Class A Common Stock into shares of PHC Class B Common Stock at any time on a one-for- one basis. PHC Class A Common Stock will automatically convert into PHC Class B Common Stock on a one-for-one basis upon certain transfers following any disposition of PHC Class A Common Stock by BWI to its shareholders. 9. Aggregate Amount Beneficially Owned by Each Reporting Person 10,214,286 shares(1) 10. Check box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row 9 81.6% 12. Type of Reporting Person CO __________________ (1) Bindley Western Industries, Inc. ("BWI") owns beneficially and of record 10,214,286 shares of Priority Healthcare Corporation ("PHC") Class A Common Stock, representing all of the shares of PHC Class A Common Stock outstanding as of 12/31/97. BWI currently owns no shares of PHC Class B Common Stock. Both PHC Class A and Class B Common Stock entitle holders thereof to the same rights and privileges, except holders of PHC Class A Common Stock are entitled to three votes per share and holders of PHC Class B Common Stock are entitled to one vote per share. The holders of PHC Class A Common Stock and PHC Class B Common Stock generally vote together as a single class on all matters submitted to a vote of holders of PHC Common Stock. Any holder of shares of PHC Class A Common Stock may request to convert any or all of its shares of PHC Class A Common Stock into shares of PHC Class B Common Stock at any time on a one-for- one basis. PHC Class A Common Stock will automatically convert into PHC Class B Common Stock on a one-for-one basis upon certain transfers following any disposition of PHC Class A Common Stock by BWI to its shareholders. Item 1(a).NAME OF ISSUER. Priority Healthcare Corporation ITEM 1(B).ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. 285 West Central Parkway, Suite 1704 Altamonte Springs, Florida 32714 ITEM 2(A).NAME OF PERSON FILING. Bindley Western Industries, Inc. ITEM 2(B).ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE. 10333 North Meridian Street, Suite 300 Indianapolis, Indiana 46290 ITEM 2(C).CITIZENSHIP. Indiana ITEM 2(D).TITLE OF CLASS OF SECURITIES. Class B Common Stock, $.01 par value (1) ITEM 2(E).CUSIP NUMBER. 74264T102 __________________ (1) Bindley Western Industries, Inc. ("BWI") owns beneficially and of record 10,214,286 shares of Priority Healthcare Corporation ("PHC") Class A Common Stock, representing all of the shares of PHC Class A Common Stock outstanding as of 12/31/97. BWI currently owns no shares of PHC Class B Common Stock. Both PHC Class A and Class B Common Stock entitle holders thereof to the same rights and privileges, except holders of PHC Class A Common Stock are entitled to three votes per share and holders of PHC Class B Common Stock are entitled to one vote per share. The holders of PHC Class A Common Stock and PHC Class B Common Stock generally vote together as a single class on all matters submitted to a vote of holders of PHC Common Stock. Any holder of shares of PHC Class A Common Stock may request to convert any or all of its shares of PHC Class A Common Stock into shares of PHC Class B Common Stock at any time on a one-for- one basis. PHC Class A Common Stock will automatically convert into PHC Class B Common Stock on a one-for-one basis upon certain transfers following any disposition of PHC Class A Common Stock by BWI to its shareholders. ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Insurance Company as defined under Section 8 of the Investment Company Act (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisors Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Section 240.13d-1(b)(1)(ii)(G) (h) [ ] Group, in accordance with Section 240.13d- 1(b)(1)(ii)(H) Not Applicable
ITEM 4. OWNERSHIP. ITEM 4(A).AMOUNT BENEFICIALLY OWNED: 10,214,286 shares(1) ITEM 4(B).PERCENT OF CLASS: 81.6% _________________ (1) Bindley Western Industries, Inc. ("BWI") owns beneficially and of record 10,214,286 shares of Priority Healthcare Corporation ("PHC") Class A Common Stock, representing all of the shares of PHC Class A Common Stock outstanding as of 12/31/97. BWI currently owns no shares of PHC Class B Common Stock. Both PHC Class A and Class B Common Stock entitle holders thereof to the same rights and privileges, except holders of PHC Class A Common Stock are entitled to three votes per share and holders of PHC Class B Common Stock are entitled to one vote per share. The holders of PHC Class A Common Stock and PHC Class B Common Stock generally vote together as a single class on all matters submitted to a vote of holders of PHC Common Stock. Any holder of shares of PHC Class A Common Stock may request to convert any or all of its shares of PHC Class A Common Stock into shares of PHC Class B Common Stock at any time on a one-for- one basis. PHC Class A Common Stock will automatically convert into PHC Class B Common Stock on a one-for-one basis upon certain transfers following any disposition of PHC Class A Common Stock by BWI to its shareholders. ITEM 4(C). NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or direct the vote: 10,214,286 (1) (ii) shared power to vote or to direct the vote: -0- (iii)sole power to dispose or to direct the disposition of: 10,214,286 (1) (iv) shared power to dispose or to direct the disposition of: -0- ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not Applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable __________________ (1) Bindley Western Industries, Inc. ("BWI") owns beneficially and of record 10,214,286 shares of Priority Healthcare Corporation ("PHC") Class A Common Stock, representing all of the shares of PHC Class A Common Stock outstanding as of 12/31/97. BWI currently owns no shares of PHC Class B Common Stock. Both PHC Class A and Class B Common Stock entitle holders thereof to the same rights and privileges, except holders of PHC Class A Common Stock are entitled to three votes per share and holders of PHC Class B Common Stock are entitled to one vote per share. The holders of PHC Class A Common Stock and PHC Class B Common Stock generally vote together as a single class on all matters submitted to a vote of holders of PHC Common Stock. Any holder of shares of PHC Class A Common Stock may request to convert any or all of its shares of PHC Class A Common Stock into shares of PHC Class B Common Stock at any time on a one-for- one basis. PHC Class A Common Stock will automatically convert into PHC Class B Common Stock on a one-for-one basis upon certain transfers following any disposition of PHC Class A Common Stock by BWI to its shareholders. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable ITEM 10. CERTIFICATION. Not Applicable 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: February 9, 1998 BINDLEY WESTERN INDUSTRIES, INC., an Indiana corporation By: /S/ MICHAEL D. MCCORMICK Printed: MICHAEL D. MCCORMICK Title: EXEC. V.P. AND GENERAL COUNSEL -----END PRIVACY-ENHANCED MESSAGE-----