Priority Healthcare Corp.
Proposed Ticker:PHCC 285 West Central Parkway
Exchange:NASDAQ-National Market Altamonte Springs, FL 32714
Industry:Wholesale (SIC Code 5122) (407) 869-7001
# of Employees:120

Filing Information
Type of Shares:Class B Common Shares Filing Date:8/27/97
U.S. Shares Filed:2,000,000 Filing Range:$13.00 - $15.00
Non-U.S. Shares Filed:0 Offering Amount: $28,000,000
Primary Shares:2,000,000 Expenses:$790,000
Secondary Shares:0 Shares Out After:12,214,286
Spin out parent firm: Bindley Western Industries, Inc.

Primary Underwriting Group
ManagerTierPhone
Raymond James & Associates, Inc.Lead Manager (813) 573-8108

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Baker & Daniels
Bank's Law Firm: Greenberg Traurig Hoffman Lipoff Rosen & Quentel
Auditor: Price Waterhouse
Registrar/Transfer Agent: Harris Trust & Savings Bank

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$158.25$108.60$65.35Assets:$68.12
Net Income:$4.37$3.02$1.63Curr Assets:$59.20
EPS:Liabilities:$41.70
Prior EPS:-$5.49-$0.22Curr Liabilities:$35.18
Cash Flow/Oper:-$4.52$4.30$1.40Equity:$26.42
Cash Flow/Fin:$5.23-$0.28-$0.12Cash:$0.19
Cash Flow/Inv:-$0.41-$0.28Working Cap:$24.02

Business Description
The company is a national distributor of specialty pharmaceuticals and related medical supplies to the alternate healthcare market and is a provider of patient specific, self-injectable biopharmaceuticals and disease treatments to individuals. Through its Priority Healthcare Distribution division ("Priority Distribution"), the Company sells over 3,500 SKUs of specialty pharmaceuticals and medical supplies to outpatient renal care centers and office-based physicians in the oncology and infectious disease markets. With the recent acquisition of Grove Way Pharmacy, Priority Distribution has entered the vaccine market. Priority Distribution offers value-added services to meet the specific needs of these markets by shipping refrigerated pharmaceuticals overnight in special packaging to maintain appropriate temperatures, offering automated order entry services and offering customized distribution for group accounts. From distribution centers in Altamonte Springs, Florida and Santa Ana, California, Priority Distribution services over 2,000 customers in all 50 states and Puerto Rico, including approximately 550 office-based oncologists and 800 renal dialysis clinics.

Competition
The alternate site specialty pharmaceutical and medical supply industry is highly competitive and is experiencing both horizontal and vertical consolidation. The industry is fragmented, with many public and private companies focusing on different product or customer niches. Some of the Company's current and potential competitors include regional and national full-line, full-service medical supply distributors; independent speciality distributors; national full-line, full-service wholesale drug distributors, such as Bergen Brunswig Corporation and Cardinal Health, Inc., that operate their own specialty distribution businesses; institutional pharmacies; hospital-based pharmacies; home healthcare agencies; mail order distributors that distribute medical supplies on a regional or national basis; and certain manufacturers, such as Bristol-Myers Squibb, that own distributors or that sell their products both to distributors and directly to users, including clinics and physician offices. Some of the Company's competitors have greater financial, technical, marketing and managerial resources than the Company. While competition is primarily price and service oriented, it can also be affected by depth of product line, technical support systems, specific patient requirements and reputation. There can be no assurance that competitive pressures will not have a material adverse effect on the Company.

Business Plan
The company's objectis is to continue to grow rapidly and enhance its market position as a leading specialty distributor by capitalizing on its business strengths and pursuing the following strategy: (I) Continue to focus on and further penetrate the alternate site market, (ii) Enter new markets by distributing new product categories and patient-specific biopharmaceuticals, (iii) Accelerate growth of its higher margin, patient-specific pharmacy business by leveraging relationships with existing distribution customers, (iv) Maintain intense cost control while investing in infrastructure and (v) Pursue acquisitions to complement existing product offerings or further penetrate markets.

Use of Proceeds
The proceeds from the proposed offering will be used to repay debt owed to Bindley and for working capital and for general corporate purposes.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
William E. Bindley27.40%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
William E. BindleyChairman of the Board56
Guy F. BryantExecutive Vice President--Priority Healthcare Distribution38
Steven D. CoslerExecutive Vice President--Priority Pharmacy Services42
Robert L. MyersPresident, Chief Executive Officer and a Director52
Michael D. McCormickSecretary and Director49
Donald J. PerfettoVice President, Chief Financial Officer and Treasurer51
Barbara J. LuttrellVice President--Administration and Assistant Secretary of the Company57
Melissa E. McIntyreVice President--Clinical Services36
William M. WoodardVice President--Marketing39

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