-----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, KnTZSF4PWMBN/4JlHANUztUZzh64rZNpcLOt/8WSLjK7mLlBwG1qInR0pGpYzl5N l2OaDR75ixXdeotCjkfY9w== 0000921530-98-000100.txt : 19980708 0000921530-98-000100.hdr.sgml : 19980708 ACCESSION NUMBER: 0000921530-98-000100 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980707 SROS: AMEX GROUP MEMBERS: JOSEPH U. BARTON GROUP MEMBERS: THOMAS U. BARTON GROUP MEMBERS: WHITE ROCK CAPITAL MANAGEMENT LP GROUP MEMBERS: WHITE ROCK CAPITAL PARTNERS, L.P. GROUP MEMBERS: WHITE ROCK CAPITAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HORIZON PHARMACIES INC CENTRAL INDEX KEY: 0001036260 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 752441557 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-51265 FILM NUMBER: 98661476 BUSINESS ADDRESS: STREET 1: 275 W PRINCETON DR CITY: PRINCETON STATE: TX ZIP: 75407 BUSINESS PHONE: 9727362424 MAIL ADDRESS: STREET 1: 275 WEST PRINCETON DRIVE CITY: PRINCETON STATE: TX ZIP: 75407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITE ROCK CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001051272 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3131 TURLTE CREEK BLVD CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2149793000 MAIL ADDRESS: STREET 1: 3131 TURTLE CREEK BLVD CITY: DALLAS STATE: TX ZIP: 75219 SC 13G 1 SCHEDULE 13G RE HORIZON PHARMACIES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HORIZON PHARMACIES, INC. --------------------------------- (Name of Issuer) Common Stock, $0.01 Par Value --------------------------------- (Title of Class of Securities) 439902107 -------------- (CUSIP Number) June 17, 1998 --------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following page(s) Page 1 of 13 Pages Exhibit Index: Page 12 SCHEDULE 13G CUSIP No. 439902107 Page 2 of 13 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) WHITE ROCK CAPITAL PARTNERS, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization TEXAS 5 Sole Voting Power Number of 132,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 132,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 132,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 2.50% 12 Type of Reporting Person* PN; IV * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 439902107 Page 3 of 13 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) WHITE ROCK CAPITAL MANAGEMENT, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization TEXAS 5 Sole Voting Power Number of 11,838 Shares Beneficially 6 Shared Voting Power Owned By 824,500 Each Reporting 7 Sole Dispositive Power Person 11,838 With 8 Shared Dispositive Power 824,500 9 Aggregate Amount Beneficially Owned by Each Reporting Person 836,338 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 15.77% 12 Type of Reporting Person* PN; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 439902107 Page 4 of 13 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) WHITE ROCK CAPITAL, INC. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization TEXAS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 836,338 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 836,338 9 Aggregate Amount Beneficially Owned by Each Reporting Person 836,338 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 15.77% 12 Type of Reporting Person* CO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 439902107 Page 5 of 13 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) THOMAS U. BARTON 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 836,338 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 836,338 9 Aggregate Amount Beneficially Owned by Each Reporting Person 836,338 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 15.77% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 439902107 Page 6 of 13 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) JOSEPH U. BARTON 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 836,338 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 836,338 9 Aggregate Amount Beneficially Owned by Each Reporting Person 836,338 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 15.77% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 13 Pages Item 1(a) Name of Issuer: Horizon Pharmacies, Inc. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 275 West Princeton Drive, Princeton, Texas 75407. Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) White Rock Capital Partners, L.P., a Texas limited partnership ("White Rock Partners"), (ii) White Rock Capital Management, L.P., a Texas limited partnership ("White Rock Management"), (iii)White Rock Capital, Inc., a Texas corporation ("White Rock, Inc."), (iv) Thomas U. Barton and (v) Joseph U. Barton. This Statement relates to Shares that were acquired by White Rock Management on behalf of certain institutional clients (the "White Rock Clients"). This Statement also relates to Shares held for the accounts of White Rock Partners and White Rock Management. The general partner of White Rock Partners is White Rock Capital Management, the general partner of which is White Rock, Inc. Thomas U. Barton and Joseph U. Barton are the shareholders of White Rock, Inc. Item 2(b) Address of Principal Business Office or, if None, Residence: The address and principal business office of each of White Rock Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and Joseph U. Barton is 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219. Item 2(c) Citizenship: i) White Rock Partners is a Texas limited partnership; ii) White Rock Management is a Texas limited partnership; iii) White Rock, Inc. is a Texas corporation; iv) Thomas U. Barton is a United States citizen; and v) Joseph U. Barton is a United States citizen. Page 8 of 13 Pages Item 2(d) Title of Class of Securities: Common Stock, $0.01 par value (the "Shares"). Item 2(e) CUSIP Number: 439902107 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of July 7, 1998, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) Each of White Rock, Inc., White Rock Management, Thomas U. Barton and Joseph U. Barton may be deemed to be the beneficial owner of 836,338 Shares. This number consists of (1) 692,500 Shares held for the accounts of White Rock Clients (assumes the conversion of warrants into 33,700 Shares), (2) 132,000 Shares held for the account of White Rock Partners (assumes the conversion of warrants into 6,600 Shares) and (3) 11,838 Shares held for the account of White Rock Management (assumes the conversion of warrants into 700 Shares). (ii) White Rock Partners may be deemed to be the beneficial owner of the 132,000 Shares held for its account (assumes the conversion of warrants into 6,600 Shares). (iii)White Rock Management may be deemed to be the beneficial owner of the 11,838 Shares held for its account (assumes the conversion of warrants into 700 Shares). All of the Shares held for the accounts of White Rock Management were purchased in a private transaction. 117,900 of the 125,400 Shares held for the account of White Rock Partners were purchased in a private transaction. 619,800 of the 658,800 Shares held for the accounts of the White Rock Clients were purchased in a private transaction. All of the warrants reported herein were purchased in a private transaction. Item 4(b) Percent of Class: (i) The number of Shares of which each of White Rock, Inc., White Rock Management, Thomas U. Barton and Joseph U. Barton may be deemed to be the beneficial owner constitutes approximately 15.77% of the total number of Shares outstanding. (ii) The number of Shares of which White Rock Partners may be deemed to be the beneficial owner constitutes approximately 2.50% of the total number of Shares outstanding. Page 9 of 13 Pages Item 4(c) Number of shares as to which such person has: White Rock Partners ------------------- (i) Sole power to vote or to direct the vote: 132,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 132,000 (iv) Shared power to dispose or to direct the disposition of: 0 White Rock Management --------------------- (i) Sole power to vote or to direct the vote: 11,838 (ii) Shared power to vote or to direct the vote: 824,500 (iii) Sole power to dispose or to direct the disposition of: 11,838 (iv) Shared power to dispose or to direct the disposition of: 824,500 White Rock, Inc. ---------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 836,338 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 836,338 Thomas U. Barton ---------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 836,338 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 836,338 Joseph U. Barton ---------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 836,338 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 836,338 Page 10 of 13 Pages Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The shareholders or partners of each of the White Rock Clients have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares, held by the respective White Rock Client in accordance with their partnership or ownership interests in the respective White Rock Client. (ii) The partners of White Rock Partners have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by White Rock Partners in accordance with their partnership interests in White Rock Partners. (iii)The partners of White Rock Management have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by White Rock Management in accordance with their partnership interests in White Rock Management. White Rock Partners expressly disclaims beneficial ownership of any Shares held for the accounts of the White Rock Clients and White Rock Management. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each signatory certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 11 of 13 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: July 7, 1998 WHITE ROCK CAPITAL PARTNERS, L.P. By: White Rock Capital Management, L.P. Its General Partner By: White Rock Capital, Inc. Its General Partner By: /S/ THOMAS U. BARTON ----------------------------- Thomas U. Barton President Date: July 7, 1998 WHITE ROCK CAPITAL MANAGEMENT. L.P. By: White Rock Capital Inc. Its General Partner By: /S/ THOMAS U. BARTON ---------------------------------- Thomas U. Barton President Date: July 7, 1998 WHITE ROCK CAPITAL, INC. By: /S/ THOMAS U. BARTON --------------------------------------- Thomas U. Barton President Date: July 7, 1998 /S/ THOMAS U. BARTON -------------------------------------------- Thomas U. Barton Date: July 7, 1998 /S/ JOSEPH U. BARTON -------------------------------------------- Joseph U. Barton Page 12 of 13 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement dated July 7, 1998 by and among White Rock Capital Partners, L.P., White Rock Capital Management, L.P., White Rock Capital, Inc., Thomas U. Barton and Joseph U. Barton............................ 13 EX-99.A 2 EXHIBIT A - JOINT FILING AGREEMENT Page 13 of 13 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Horizon Pharmacies, Inc. dated as of July 7, 1998 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Date: July 7, 1998 WHITE ROCK CAPITAL PARTNERS, L.P. By: White Rock Capital Management, L.P. Its General Partner By: White Rock Capital, Inc. Its General Partner By: /S/ THOMAS U. BARTON ----------------------------- Thomas U. Barton President Date: July 7, 1998 WHITE ROCK CAPITAL MANAGEMENT. L.P. By: White Rock Capital Inc. Its General Partner By: /S/ THOMAS U. BARTON ---------------------------------- Thomas U. Barton President Date: July 7, 1998 WHITE ROCK CAPITAL, INC. By: /S/ THOMAS U. BARTON --------------------------------------- Thomas U. Barton President Date: July 7, 1998 /S/ THOMAS U. BARTON -------------------------------------------- Thomas U. Barton Date: July 7, 1998 /S/ JOSEPH U. BARTON -------------------------------------------- Joseph U. Barton -----END PRIVACY-ENHANCED MESSAGE-----