-----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, UxhOQK8I4xoOy/kKzLgaruaZ/xKeneNI9W2xPZg8oM6+qnV1rDYezY2kKxyU9ihH rR+h3vux9pTNhndP31WK+w== 0000899140-02-000901.txt : 20021120 0000899140-02-000901.hdr.sgml : 20021120 20021120170553 ACCESSION NUMBER: 0000899140-02-000901 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021118 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSS WORLD MEDICAL INC CENTRAL INDEX KEY: 0000920527 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 592280364 STATE OF INCORPORATION: FL FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23832 FILM NUMBER: 02835155 BUSINESS ADDRESS: STREET 1: 4345 SOUTHPOINT BLVD STREET 2: STE 250 CITY: JACKSONVILLE STATE: FL ZIP: 32216 BUSINESS PHONE: 9043323000 MAIL ADDRESS: STREET 1: 4345 SOUTHPOINT BLVD STREET 2: STE 250 CITY: JACKSONVILLE STATE: FL ZIP: 32216 FORMER COMPANY: FORMER CONFORMED NAME: PHYSICIAN SALES & SERVICE INC /FL/ DATE OF NAME CHANGE: 19940318 8-K 1 ps1127133.txt CURRENT REPORT ON FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2002 Commission File Number: 0-23832 PSS WORLD MEDICAL, INC. (Exact name of registrant as specified in its charter) Florida 0-23832 59-2280364 ------- ------- ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 4345 Southpoint Boulevard Jacksonville, Florida 32216 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) (904) 332-3000 -------------- (Registrant's telephone number, including area code) Item 2. Acquisition or Disposition of Assets. On November 18, 2002, PSS World Medical, Inc. (the "Seller") completed the sale of its wholly-owned subsidiary, Diagnostic Imaging, Inc. (the "Company") to Imaging Acquisition Corporation (the "Buyer"), a wholly-owned subsidiary of Platinum Equity, LLC, a private equity firm unaffiliated with the Seller ("Platinum"). The sale was completed pursuant to a Stock Purchase Agreement, dated as of October 28, 2002, among the Seller, the Buyer and Platinum (the "Stock Purchase Agreement"), a copy of which was attached as Exhibit 10.1 to the Seller's Current Report on Form 8-K filed on October 30, 2002. Immediately prior to the closing of the transaction, the parties entered into an Amendment of the Stock Purchase Agreement, a copy of which is attached as Exhibit 10.1a hereto. The purchase price for the transaction under the Stock Purchase Agreement was $45 million, of which $36,055,000 was received in cash at the closing. An additional $525,000 was held in escrow and will be released to the Seller upon the satisfaction of certain conditions. The purchase price is subject to further adjustment under the terms of the Stock Purchase Agreement, based on the subsequent determination of the Company's net asset value and net cash as of the closing date. In connection with the closing of the transaction, the Seller and the Company entered into a transitional services agreement, pursuant to which the Seller will provide certain services to the Company for a period not to exceed one year. Item 7. Financial Statements and Exhibits. (b) Pro forma financial information. The Seller will provide pro forma financial information regarding the transaction described in Item 2 above in a subsequent amendment to this Current Report on Form 8-K within 15 days after the closing date of the transaction. (c) Exhibits. Exhibit Number Description - ------ ----------- 10.1 Stock Purchase Agreement, dated as of October 28, 2002, among PSS World Medical, Inc., Imaging Acquisition Corporation and Platinum Equity, LLC (incorporated by reference to the Seller's Current Report on Form 8-K filed on October 30, 2002). 10.1a Amendment to Stock Purchase Agreement, dated as of November 18, 2002, among PSS World Medical, Inc., Diagnostic Imaging, Inc., Imaging Acquisition Corporation and Platinum Equity, LLC. 99.1 Press Release of PSS World Medical, Inc., dated November 19, 2002. -2- SIGNATURE 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. Date: November 20, 2002 PSS WORLD MEDICAL, INC. By: /s/ David M. Bronson ------------------------------ Name: David M. Bronson Title: Senior Vice President and Chief Financial Officer -3- EXHIBIT INDEX 10.1 Stock Purchase Agreement, dated as of October 28, 2002, among PSS World Medical, Inc., Imaging Acquisition Corporation and Platinum Equity, LLC (incorporated by reference to the Seller's Current Report on Form 8-K filed on October 30, 2002). 10.1a Amendment to Stock Purchase Agreement, dated as of November 18, 2002, among PSS World Medical, Inc., Diagnostic Imaging, Inc., Imaging Acquisition Corporation and Platinum Equity, LLC. 99.1 Press Release of PSS World Medical, Inc., dated November 19, 2002. -4- EX-10.1A 3 ps1126411.txt AMENDMENT TO STOCK PURCHASE AGREEMENT Exhibit 10.1a AMENDMENT TO STOCK PURCHASE AGREEMENT This AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment"), dated as of November 18, 2002, by and among PSS World Medical, Inc., a Florida corporation (the "Seller"), Diagnostic Imaging, Inc., a Florida corporation (the "Company"), Imaging Acquisition Corporation, a Delaware corporation (the "Buyer"), and Platinum Equity, LLC, a Delaware limited liability company (the "Guarantor"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Seller, the Buyer and the Guarantor are parties to that certain Stock Purchase Agreement dated as of October 28, 2002 (the "Purchase Agreement") pursuant to which the Buyer has agreed to purchase from the Seller all of the outstanding shares of capital stock of the Company; WHEREAS, it is anticipated that certain actions that are required to be taken on or prior to the Closing Date will not be completed as of the Closing Date, and the parties desire to amend the Purchase Agreement as provided herein to make appropriate provision for the completion of such actions following the Closing Date; WHEREAS, it is desirable for the Company to be a party to this Amendment so that it may have certain rights and obligations as provided herein; and WHEREAS, the parties to the Purchase Agreement desire to make certain amendments to the Purchase Agreement as provided herein, and the parties hereto desire to enter into the agreements provided herein in connection with the consummation of the transactions contemplated by the Purchase Agreement. NOW, THEREFORE, in consideration of the foregoing premises and the respective covenants and agreements hereinafter contained, the parties hereby agree as follows: A G R E E M E N T: - - - - - - - - - 1. Capitalized Terms. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Purchase Agreement. 2. Effectiveness of Purchase Agreement. The parties hereby acknowledge and agree that the Purchase Agreement became effective and binding on the parties upon receipt by the Seller of a fairness opinion in form and substance acceptable to the Seller as provided in Section 12.14 (Effectiveness of Agreement) of the Purchase Agreement. 3. Closing Date; Definition of Net Assets. The parties acknowledge and agree that, assuming that all of the conditions precedent set forth in Section 9 (Conditions Precedent to Performance by the Seller) and Section 10 (Conditions Precedent to Performance of the Buyer) of the Purchase Agreement are either satisfied or waived, the Closing (and transfer of title to the Shares to the Buyer) will occur in the course of the day on Monday, November 18, 2002 and that such date shall be the "Closing Date" under the Purchase Agreement. The foregoing notwithstanding, the Seller and the Buyer desire to provide that, upon the Closing, the economic benefits and burdens of owning the Company will be deemed to have been transferred to the Buyer effective as of 12:01 a.m. on the Closing Date rather than as of the close of business on the Closing Date. To that end: (a) the Seller represents and warrants to the Buyer that the Company did not conduct any business operations after the close of business on Friday, November 15, 2002 other than to conduct a physical inventory on November 16 and 17, 2002 for the purposes of determining the inventory of the Company; (b) the Seller represents and warrants to the Buyer that, prior to 11:59 p.m. on November 17, 2002, the Seller took all of the actions required to be taken by the Seller "on or prior to the Closing Date" pursuant to Section 5.8 (Certain Pre-Closing Transactions) of the Purchase Agreement; (c) Seller and the Buyer agree that any checks payable to the Company received after the close of business on Friday, November 15, 2002 will be delivered to the Company on Monday, November 18, 2002 and will not be recorded as received prior to such date; (d) clause (ii) of Section 3.11 (Tax Matters) of the Purchase Agreement shall be deleted in its entirety and replaced with the following: (ii) all Taxes relating to periods ending on or before 12:01 a.m. on the Closing Date owed by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries are liable under Treasury Regulations ss. 1.1502-6 by virtue of having been a member of any affiliated group of corporations (within the meaning of Section 1504(a) of the Code) of which the Seller is the common parent, if required to have been paid, have been paid; ; and (e) the definitions of "Net Assets", "Net Cash" and "Pre-Closing Tax Period" shall be deleted in their entirety and replaced as follows (and with a corresponding change in the cross references to the term "Net Assets" in Section 5.16 (Covenants to Resolve Certain Disputes) and Section 5.19 (Responsibility for Certain Insured Claims) of the Purchase Agreement to refer to the term "Net Assets as of the Closing Date"): "Net Assets as of the Closing Date" shall mean the amount equal to (i) the total consolidated assets of the Company other than (a) intercompany receivables, (b) income tax related assets, (c) deferred compensation assets and (d) net cash and cash equivalents minus (ii) the total consolidated liabilities of the Company other than (a) intercompany payables, (b) income tax related liabilities, (c) deferred compensation and 401(k) plan liabilities of the Company and its Subsidiaries, and 2 (d) indebtedness of the Company and its Subsidiaries (excluding any trade payables but including, without limitation, funded debt, notes payable, capital lease obligations, payment obligations under the Noncompetition Agreements and any outstanding checks that were issued by the Company prior to 11:59 p.m. on November 17, 2002 that have not cleared as of 11:59 p.m. on November 17, 2002) as of 11:59 p.m. on November 17, 2002 in each case determined in accordance with GAAP, but without giving effect to purchase accounting adjustments related to the consummation of the transactions contemplated hereby; provided, however, that in computing Net Assets as of the Closing Date (and for such purposes only) (i) any assets transferred to the Company or any Subsidiary of the Company as required by this Agreement (other than cash and cash equivalents it being understood that such cash and cash equivalents shall be excluded in computing Net Assets as of the Closing Date as provided in Clause (d) above), including without limitation Section 5.2, shall be deemed to have a book value of zero (0), (ii) if either or both of the matters listed in Paragraphs 1 or 2 of Schedule 5.1 have been settled prior to the Closing, (A) the accrual for "legal and professional fees" for the purposes of computing Net Assets as of the Closing Date shall be reduced only by the lesser of $175,000 or the amount paid in such settlement(s) and (B) no asset shall be recorded as the result of any such settlement, (iii) no amount shall be included with respect to cash held in the escrow account listed in Schedule 3.28. For the purposes of illustration only, an example of the application of the definition of Net Assets as of the Closing Date is attached as Schedule I hereto, calculated as of 11:59 p.m. on September 27, 2002; "Net Cash as of the Closing Date" shall mean net cash and cash equivalents (excluding cash held in the escrow account listed in Schedule 3.28) of the Company as of 11:59 p.m. on November 17, 2002 in accordance with GAAP (with the understanding that such amount shall be the same as the net cash and cash equivalents excluding cash held in the escrow account listed in Schedule 3.28) of the Company as of the close of business on November 15, 2002); "Pre-Closing Tax Period" shall mean the portion of all taxable periods ending on or before the Closing Date through 12:01 a.m. on the Closing Date and the portion of any Straddle Period ending as of 12:01 a.m. on the Closing Date; 4. Definitions. The definition for the term "Transaction Documents" as defined in Section 1 (Definitions) of the Purchase Agreement shall be deleted in its entirety and replaced with the following: "Transaction Documents" shall mean this Agreement and the Transitional Services Agreement. 5. Section 2.3 (Purchase Price) of the Purchase Agreement. Section 2.3 (Purchase Price) of the Purchase Agreement shall be deleted in its entirety and replaced with the following: 3 (a) The purchase price for the Shares being purchased hereunder shall be Forty-Five Million Dollars ($45,000,000), minus any Net Asset Reduction and any Net Cash Reduction (such amount, as so adjusted, the "Initial Cash Payment"), and subject to further adjustment in accordance with Sections 2.4(e) and 2.5(e) below (such amount, as so further adjusted, the "Purchase Price"), with the Initial Cash Payment, less the Escrow Amount (as defined below), to be paid by the Buyer to the Seller at the Closing by wire transfer of immediately available funds to such account as the Seller shall, not less than two (2) Business Days prior to the Closing Date, designate in writing to the Buyer. (b) After the Closing, the Buyer shall transfer, on behalf of the Company, a portion of the Initial Cash Payment equal to Five Hundred Twenty-Five Thousand Dollars ($525,000) (the "Escrow Amount") to the Fleet Lessor, to be held by the Fleet Lessor pursuant to the terms and conditions of a Cash Collateral Deposit Agreement to be entered into by the Company and the Fleet Lessor as of the date hereof (the "Cash Collateral Deposit Agreement"). If any amount of cash collateral held pursuant to the terms of the Cash Collateral Deposit Agreement is either (i) released to the Company (a "Released Amount") or (ii) applied by the Fleet Lessor to any future indebtedness, liability or obligation of the Company (an "Applied Amount"), the Buyer shall, or shall cause the Company to, pay to the Seller an amount (a "Returned Amount") equal to one-half of such Released Amount or such Applied Amount within five (5) Business Days of its release. Within five (5) Business Days of the termination of the Cash Collateral Deposit Agreement, the Buyer shall, or shall cause the Company to, pay to the Seller an amount equal to the Escrow Amount, plus any interest accrued on the Escrow Amount under the terms of the Cash Collateral Deposit Agreement, less any Returned Amounts previously paid to the Seller. 6. Estimated Net Assets as of the Closing Date. The statement of the Estimated Net Assets as of the Closing Date referenced in part (a) of Section 2.4 (Purchase Price Adjustment) is attached hereto as Exhibit A. The parties hereby acknowledge and agree that the Net Asset Reduction is an amount equal to $420,000, the Net Cash Reduction is an amount equal to $8,000,000 and the Initial Cash Payment is an amount equal to $36,580,000 (with the understanding that the actual cash payment to be made at Closing shall be an amount equal to $36,055,000, which amount takes into account the Escrow Amount described in Section 5 of this Amendment). 7. Schedules. The Disclosure Schedules to the Purchase Agreement, as updated pursuant to part (f) of Section 3.12 (Real Property), Section 3.16 (Licenses and Permits) and Section 5.7 (Notice of Breach; Updating Schedules) of the Purchase Agreement, are attached hereto as Exhibit B. 8. Assignments of Real Property Leases. (a) The parties acknowledge that the leases for real property held by the Seller and used primarily by the Company (each an "Assigned Property") that are required to be assigned by the 4 Seller to the Company prior to the Closing Date, as required by part (b) of Section 5.3 (Consents and Approvals) of the Purchase Agreement, will not be so assigned at or prior to the Closing Date. In order to permit the Closing to occur without delay, the Buyer and the Guarantor are willing to proceed with the Closing prior to the assignment of all such Assigned Properties only on the conditions set forth in this Section 7. The Seller shall use commercially reasonable efforts to work with the Buyer to assign such Assigned Property to the Company and obtain a release from the landlord of the Seller regarding such Assigned Property as promptly as practicable after the Closing Date. The Seller shall bear all costs related to making such assignments and obtaining such releases, subject to the limitation on such costs provided for under part (a) of Section 5.3 (Consents and Approvals) of the Purchase Agreement. Until such time as the assignment to the Company and release of the Seller regarding any Assigned Property, the provisions of part (b) of Section 5.3 (Consents and Approvals) to the Purchase Agreement shall apply, and the Buyer and the Company shall, jointly and severally, indemnify, protect, defend and hold the Seller harmless from any and all liabilities and obligations, including without limitation liability for any lease payments, arising after the Closing Date, related to or otherwise arising in connection with such Assigned Property; provided, however, that the foregoing shall not affect or limit the Seller's liability or obligation pursuant to Section 8 (Indemnification) of the Purchase Agreement. (b) To the extent that the Seller is named as a guarantor under any Lease (a "Guaranteed Lease"), the Buyer and the Company shall use commercially reasonable efforts to work with the Seller to obtain a release from the landlord of the Seller regarding such Guaranteed Lease as promptly as practicable after the Closing Date. The Seller shall bear all costs related to obtaining such releases, subject to the limitation on such costs provided for under part (a) of Section 5.3 (Consents and Approvals) of the Purchase Agreement. Until such time as the Seller is released as a guarantor under any Guaranteed Lease, the Buyer and the Company shall, jointly and severally, indemnify, protect, defend and hold the Seller harmless from any and all liabilities and obligations, including without limitation liability for any lease payments, arising after the Closing Date, related to or otherwise arising in connection with such Guaranteed Lease; provided, however, that the foregoing shall not affect or limit the Seller's liability or obligation pursuant to Section 8 (Indemnification) of the Purchase Agreement. (c) To the extent that the Seller is named as a co-tenant under any Lease (a "Joint Lease"), the Buyer and the Company shall use commercially reasonable efforts to work with the Seller to obtain a release from the landlord of the Seller regarding such Joint Lease as promptly as practicable after the Closing Date. The Seller shall bear all costs related to obtaining such releases, subject to the limitation on such costs provided for under part (a) of Section 5.3 (Consents and Approvals) of the Purchase Agreement. Until such time as the Seller is released as a co-tenant under any Joint Lease, the Buyer and the Company shall, jointly and severally, indemnify, protect, defend and hold the Seller harmless from any and all liabilities and obligations, including without limitation liability for any lease payments, related to or otherwise arising in connection with such Joint Lease; provided, however, that the foregoing shall not affect or limit the Seller's liability or obligation pursuant to Section 8 (Indemnification) of the Purchase Agreement. 5 9. Use of Commercially Reasonable Efforts. (a) The Buyer hereby waives the requirement that the Seller use commercially reasonable efforts prior to the Closing to perform and/or obtain the following: (i) the assignment of the assets, as required under part (a) of Section 5.2 (Company Intellectual Property and Other Assets Necessary to the Business of the Company or a Subsidiary but Owned, Licensed or Leased by the Seller) of the Purchase Agreement; (ii) the Consents required to be obtained by the Seller pursuant to part (a) of Section 5.3 (Consents and Approvals) of the Purchase Agreement; and (iii) the assignment of the Seller's rights under certain agreements, as required by part (b) of Section 5.3 (Consents and Approvals) of the Purchase Agreement. (b) Notwithstanding the foregoing, (i) the Seller hereby assigns, transfers and delivers to the Company, all of its right title and interest in and to the assets set forth on Schedule 5.2(a) to the Purchase Agreement, free and clear of all Liens, with specific identification of such assets to be provided by the Seller to the Buyer, and agreed to by the Buyer, within 60 days following the Closing Date, (ii) following the Closing, the Seller shall (A) use commercially reasonable efforts to assist the Buyer and the Company in obtaining all necessary Consents pursuant to part (a) of Section 5.3 (Consents and Approvals) of the Purchase Agreement (subject to the limitation on costs related to obtaining such Consents provided for under part (a) of Section 5.3 (Consents and Approvals) of the Purchase Agreement), and (B) within 60 days, assign to the Company all of the Seller's rights under those Assigned Contracts that relate to leases of personal property; provided that, to the extent the Seller is unable to assign such Assigned Contracts within such time period, the provisions of part (b) of Section 5.3 (Consents and Approvals) to the Purchase Agreement shall still apply. 10. Section 5.2 (Company Intellectual Property and Other Assets Necessary to the Business of the Company or a Subsidiary but Owned, Licensed or Leased by the Seller) of the Purchase Agreement. The last sentence in part (b) of Section 5.2 (Company Intellectual Property and Other Assets Necessary to the Business of the Company or a Subsidiary but Owned, Licensed or Leased by the Seller) of the Purchase Agreement shall be deleted in its entirety and replaced with the following: To the extent such assignment or such equivalent rights have not been obtained prior to the 75th day following the Closing Date, the Seller shall pay to the Company the amount set forth opposite such lease or license on Schedule 5.2(b) and the Seller's obligation to make the benefits thereof available to the Company shall terminate. 11. Section 5.13 (Noncompetition and Employment Agreements) of the Purchase Agreement. The last sentence of Section 5.13 (Noncompetition and Employment Agreements) of the Purchase Agreement shall be deleted in its entirety and replaced with the following: At or prior to the Closing and effective as of the Closing Date, the Seller shall assign its rights under the employment agreements listed on Schedule 5.13(a) (the "Employment Agreements") to the Buyer; provided that, notwithstanding the foregoing, the Seller shall be responsible for, and indemnify and hold the Buyer 6 harmless from, any and all obligations pursuant to the employment agreements listed on Schedule 5.13(b) other than the obligation to pay compensation and benefits provided pursuant to paragraph 5 of each such agreement. 12. Access to Books and Records of the Company. The following shall be added to the Purchase Agreement as a new Section 6.9, entitled "Access to Company Books and Records": In connection with the action entitled In Re PSS World Medical, Inc. Securities Litigation, Case No. 3:01-CV-795-J-16-TEM, currently pending in the United States District Court for the Middle District of Florida, Jacksonville Division (the "Litigation"), Seller has received Plaintiffs' First Request for Production of Documents Addressed to All Defendants, dated August 14, 2002 (the "Document Request"), a copy of which has been provided to the Buyer, which calls for the production of a broad range of documents maintained by the Seller and the Company at any of their headquarters, branches or other locations, including storage facilities and including, but not limited to, all documents (whether maintained in paper form or electronically, including all back-up tapes) referring or relating to the period July 1, 1999 through March 31, 2001 (the "Inquiry Period"), concerning the proposed merger between the Seller and Fisher Scientific International, Inc., all financial statements prepared by the Seller (including work papers), financial projections and business plans, all accounting journals and registers (including the general ledger), all customer records, all accounting controls and policies, sales and revenue goals, discounts, rebates and refunds, purchase orders, invoices, bills of lading and payment records, product installations, inventory, returns (including credit memoranda), revenue recognition, any actual or potential restatement, corporate policy manuals, communications with auditors, the Seller's bonus program and emails. From and after the Closing Date and until the Litigation is finally concluded, except as provided in the final sentence of this Section 6.9, the Company shall maintain its books and records relevant to the Inquiry Period in the ordinary course of business and shall provide the Seller with reasonable access, upon prior written notice, during normal business hours, to such books and records and permit the Seller to make copies of such books and records, at the Seller's cost and expense; provided that the Seller shall take such action as is deemed necessary in the reasonable judgment of the Buyer to schedule such access in a manner as to avoid disrupting the normal business of the Company. The Seller shall use its best efforts to obtain copies of all books and records of the Company necessary to respond to the Document Request or that may be necessary or useful in connection with the Litigation so as to limit the impact on the Company of assisting in the Seller's compliance with the Document Request. In the event that the Buyer determines prior to the final conclusion of the Litigation that it will not maintain any of the books and records of the Company that may relate to the Litigation, the Buyer shall return all such books and records to the custody of the Seller and the Seller shall maintain such books and records until the Litigation is finally concluded and shall use them purely for the purposes of the Litigation. 7 13. American Express Cards. The parties acknowledge that the American Express purchasing and corporate cards that are used by the employees of the Company and its Subsidiaries (the "AMEX Cards") will not be replaced by new purchasing and/or corporate cards as of the Closing Date. In order to permit the Closing to occur without delay, the parties are willing to proceed with the Closing prior to the termination and replacement of the AMEX Cards. For a period of not longer than 60 days following the Closing Date, the employees of the Company and its Subsidiaries shall have the right to continue to use (and the Seller will take no action inconsistent with such right) the AMEX Cards. The Buyer, the Company and the Guarantor shall indemnify, protect, defend and hold the Seller harmless from any and all liabilities and obligations related to or otherwise arising in connection with any charges made on the AMEX Cards following the Closing Date. The Buyer, the Company and/or the Guarantor shall reimburse the Seller within 5 Business Days after receipt of an invoice from the Seller setting forth amounts due to the Seller pursuant to this Section 11. 14. Transitional Services Agreement. Exhibit A (Transitional Services Agreement) to the Purchase Agreement shall be deleted in its entirety and replaced with Exhibit C to this Amendment. 15. Miscellaneous. (a) Internal References. All references in the Purchase Agreement to "this Agreement," "herein" and "hereunder" and all similar references shall be deemed to refer to the Purchase Agreement as amended by this Amendment. (b) No Other Effect. This Amendment is entered into as permitted by Section 12.6 (Amendments; Waivers) of the Purchase Agreement. Except as expressly amended hereby, the Purchase Agreement shall remain in full force and effect. [The remainder of this page has been intentionally left blank.] 8 [Signature page to Amendment to Stock Purchase Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written. PSS WORLD MEDICAL, INC. By: /s/ David M. Bronson ------------------------------ Name: David M. Bronson Title: Senior Vice President and Chief Financial Officer DIAGNOSTIC IMAGING, INC. By: /s/ Joseph W. Pepper ------------------------------- Name: Joseph W. Pepper Title: President IMAGING ACQUISITION CORPORATION By: /s/ Jacob Kotzubei ------------------------------ Name: Jacob Kotzubei Title: Vice President PLATINUM EQUITY, LLC By: /s/ Jacob Kotzubei ------------------------------ Name: Jacob Kotzubei Title: Senior Vice President EX-99.1 4 ps111902.txt PRESS RELEASE Exhibit 99.1 [LOGO OF PSS WORLD MEDICAL, INC.] NEWS RELEASE Contact: Robert C. Weiner Vice President, Investor Relations 904-332-3287 PSS WORLD MEDICAL, INC. COMPLETES SALE OF IMAGING BUSINESS ------------------------------- Company is now a $1.1+ Billion Revenue Pure-Play Alternate Site Distributor Jacksonville, Florida (November 19, 2002) - PSS World Medical, Inc. (NASDAQ/NM: PSSI) today announced that it has completed the previously announced sale of its Imaging business, Diagnostic Imaging, Inc., to Platinum Equity LLC. The two companies announced the sale on October 28, 2002. The divestiture of Diagnostic Imaging enables PSS World Medical to sharpen its focus on its core Physician and Long-term Care businesses, as a $1.1+ billion revenue pure-play distributor exclusively servicing the alternative site healthcare markets. The core Physician and Long-term care businesses offer attractive opportunities for growth and profitability by leveraging a dynamic business plan that is expected to drive significantly increased revenue, operating margins and earnings per share improvements for the foreseeable future. In addition, proceeds of the Diagnostic Imaging transaction will be used to reduce debt as part of a recently announced plan to optimize the Company's capital structure. David A. Smith, President and Chief Executive Officer of PSS World Medical, commented: "With the completion of this transaction, our company has entered into a new phase of growth and a period where we expect our shareholders will benefit from increasing operating margins and earnings per share driven by our core Physician and Long-term Care businesses. We are implementing a dynamic business plan that is just beginning to lower our cost structure, leverage our outstanding asset base, and drive profitability. We remain confident that our performance today and in future periods will result in our delivery of significantly higher value for our customers, vendors, employees and shareholders while further solidifying our market leading strengths." -MORE- PSSI Completes Sale of Imaging Business to Platinum Equity Page: 2 November 19, 2002 PSS World Medical's operations consist of the Physician business, Physician Sales & Service, a leading distributor of medical supplies and equipment to primary care office-based physicians, and the Long-term Care business, Gulf South Medical Supply, the leading national distributor of medical supplies and related products to the long-term care industry. Excluding the Imaging business, PSS World Medical had fiscal 2002 net sales in excess of $1.1 billion and income from operations of $25.8 million (before income taxes and special charges) and consolidated return on committed capital of 16.3%, as adjusted to exclude the write-down of a discontinued product line in the Physician business. Diagnostic Imaging distributes and services medical diagnostic imaging equipment, supplies and chemicals for acute-care hospitals, imaging centers, private practice physicians and other healthcare professionals. For the fiscal year ended March 29, 2002, the Imaging business had net sales of approximately $712 million and a loss from operations of $2.4 million. Platinum Equity acquired the company in a capital stock transaction for $45 million in cash and the assumption of $71 million of liabilities associated with the Imaging business. In addition, the sale of the Imaging business will generate over $40 million in tax benefits that will be applied to ordinary income generated by PSS World Medical during fiscal years 2003, 2004 and 2005. PSS World Medical, Inc. is a specialty marketer and distributor of medical products to the alternate site healthcare markets, primarily serving physicians, long-term care providers and other elder care customers in all 50 states. Since its inception in 1983, PSS has become a leader in the market segments that it serves with a focused market approach to customer services, a consultative sales force, strategic acquisitions, strong arrangements with product manufacturers and a unique culture of performance. All statements in this release that are not historical facts, including, but not limited to, statements regarding anticipated growth in revenue, gross margins and earnings, statements regarding the Company's current business strategy, the Company's projected sources and uses of cash, and the Company's plans for future development and operations, are based upon current expectations. These statements are forward-looking in nature and involve a number of risks and uncertainties. Actual results may differ materially. Among the factors that could cause results to differ materially are the following: the availability of sufficient capital to finance the Company's business plans on terms satisfactory to the Company; competitive factors; the ability of the Company to adequately defend or reach a settlement of outstanding litigations and investigations involving the Company or its management; changes in labor, equipment and capital costs; changes in regulations affecting the Company's business, such as Medicare reimbursement; future acquisitions or strategic partnerships; general business and economic conditions; and other factors described from time to time in the Company's reports filed with the Securities and Exchange Commission. Many of these factors are outside the control of the Company. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. The Company also wishes to caution readers that it undertakes no duty and is under no obligation to update any forward-looking statements. -END- -----END PRIVACY-ENHANCED MESSAGE-----