Prospectus                                      Registration No. 333-69222
                                                Filed pursuant to Rule 424(b)(4)

                                     [LOGO]
                               Owens & Minor, Inc.

                                OFFER TO EXCHANGE

                 up to $200,000,000 Principal Amount Outstanding
                    8 1/2% Senior Subordinated Notes due 2011
                                       for
                           a like Principal Amount of
                    8 1/2% Senior Subordinated Notes due 2011
           That Have Been Registered under the Securities Act of 1933

                               The Exchange Offer

     .    The exchange offer expires at 5:00 p.m., New York City time, on
          December 3, 2001, unless extended.

     .    The only conditions to completing the exchange offer are that the
          exchange offer not violate applicable law or applicable
          interpretations of the staff of the Securities and Exchange Commission
          and no injunction, order or decree has been issued that would
          prohibit, prevent or materially impair our ability to proceed with the
          exchange offer.

     .    The exchange offer is not conditioned upon a minimum aggregate
          principal amount of the outstanding notes being tendered.

     .    All outstanding notes tendered according to the procedures in this
          prospectus and not withdrawn will be exchanged for an equal principal
          amount of exchange notes.


                               The Exchange Notes

     .    The terms of the exchange notes to be issued in the exchange offer are
          identical to the outstanding notes, except that we have registered the
          exchange notes with the Securities and Exchange Commission. In
          addition, the exchange notes will not be subject to the transfer
          restrictions applicable to the outstanding notes. We will not apply
          for listing any of the exchange notes on any securities exchange or
          arrange for them to be quoted on any quotation system.

     .    The exchange notes will be guaranteed on a senior subordinated basis
          by most, but not all, of our current and future subsidiaries. The
          exchange notes and the guarantees will be our and our guarantor
          subsidiaries' general, unsecured obligations and are subordinated to
          our and our subsidiaries' senior debt and will be subordinated to
          future senior debt that we and our subsidiaries are permitted to incur
          under our senior credit facility and the indenture governing the
          exchange notes.

     .    Interest on the exchange notes will accrue from July 2, 2001 or, if
          later, from the most recent date of payment of interest on the
          outstanding notes, at the rate of 8 1/2% per year, payable on January
          15 and July 15 of each year, commencing January 15, 2002. The notes
          will mature on July 15, 2011.

     You should carefully consider the "Risk Factors" beginning on page 13 of
this prospectus before participating in the exchange offer.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

                The date of this prospectus is October 19, 2001.




                                TABLE OF CONTENTS



                                                                  Page
                                                                  ----

Summary ........................................................    1
Risk Factors ...................................................   13
The Exchange Offer .............................................   18
Use of Proceeds ................................................   27
Capitalization .................................................   28
Selected Consolidated Financial Data ...........................   29
Description of Existing Financing Arrangements .................   31
Description of the Exchange Notes ..............................   33
Federal Income Tax Considerations ..............................   65
Plan of Distribution ...........................................   66
Legal Matters ..................................................   66
Experts ........................................................   66
Where You Can Find More Information ............................   66

                           --------------------------

         You should rely only upon the information contained in this prospectus.
We have not authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information,
you should not rely on it. We are not making an offer of these securities in any
jurisdiction where the offer is not permitted. You should assume the information
appearing in this prospectus is accurate only as of the date on the front cover
of this prospectus. Our business, financial condition, results of operations and
prospects may have changed since that date.


                                        i



                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

         Some of the statements contained in or incorporated by reference in
this prospectus discuss our plans and strategies for our business or make other
forward-looking statements, as this term is defined in the Private Securities
Litigation Reform Act. The words "anticipates," "believes," "estimates,"
"expects," "plans," "intends" and similar expressions are intended to identify
these forward-looking statements, but are not the exclusive means of identifying
them. These forward-looking statements reflect the current views of our
management; however, various risks, uncertainties and contingencies could cause
our actual results, performance or achievements to differ materially from those
expressed in, or implied by, these statements, including the following:

         .    general economic and business conditions;

         .    dependence on certain customers;

         .    dependence on suppliers;

         .    competition;

         .    changing trends in customer profile;

         .    changes in government regulation; and

         .    outcome of outstanding litigation.

         For a discussion of important risks of an investment in our securities,
including factors that could cause actual results to differ materially from
results referred to in the forward-looking statements, see "Risk Factors" in
this prospectus. You should carefully consider the information set forth under
the caption "Risk Factors" in this prospectus. We do not have any obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.


                                       ii



                                     SUMMARY

     This summary may not contain all the information that may be important to
you. You should read this entire prospectus as well as the information
incorporated by reference in this prospectus before making an investment
decision. References in this prospectus to "we," "us," "our" or "our company"
refer to Owens & Minor, Inc. and its subsidiaries combined, unless the context
clearly indicates otherwise.

                               Owens & Minor, Inc.

     Founded in 1882, we are the nation's leading distributor of national name
brand medical and surgical supplies. We distribute over 170,000 finished medical
and surgical products produced by approximately 1,600 suppliers to approximately
4,000 customers from 43 distribution centers nationwide. Our customers are
primarily acute care hospitals and integrated healthcare networks ("IHNs"),
which account for more than 90% of our net sales. Many of these hospital
customers are represented by national healthcare networks ("Networks") or group
purchasing organizations ("GPOs") that offer discounted pricing with suppliers
and contract distribution services with us. Our other customers include
alternate care facilities such as clinics, home healthcare organizations,
nursing homes, physician's offices, rehabilitation facilities and surgery
centers. We typically provide our distribution services under contractual
arrangements ranging from three to five years. Most of our sales consist of
consumable goods such as disposable gloves, dressings, endoscopic products,
intravenous products, needles and syringes, sterile procedure trays, surgical
products and gowns, urological products and wound closure products.

     We also provide our customers with value-added services in the areas of
supply chain management, logistics and information technology. We believe these
services help our customers control healthcare costs, improve inventory
management and increase profitability. Recently, we have begun to provide
distribution and logistics services for manufacturers of medical and surgical
supplies.

The Medical/Surgical Supply Distribution Industry

     The medical/surgical supply distribution industry has experienced growth in
recent years due to the aging population and emerging medical technology
resulting in new healthcare procedures and products. Healthcare industry
analysts have estimated the market for medical and surgical supplies handled by
distributors to be approximately $12.0 billion. Further, healthcare industry
analysts have estimated the market for medical and surgical supplies distributed
directly from manufacturers to range from approximately $10.0 to $12.0 billion.
Over the years, healthcare providers have continued to change and model their
health systems to meet the needs of the markets they serve. They have forged
partnerships with national medical and surgical supply distributors to meet the
challenges of managing their supply procurement and distribution needs. The
traditional role of distributors in warehousing and delivering medical and
surgical supplies to customers is evolving into the role of assisting customers
to manage the entire supply chain.

     Historically, the medical/surgical supply distribution industry has been
highly fragmented. During the past decade, the overall healthcare market has
been characterized by the consolidation of healthcare providers into larger and
more sophisticated entities seeking to lower their total costs. These providers
have increasingly sought to lower total product costs through incremental
value-added services from their medical and surgical supply distributors. These
trends have driven a significant and ongoing consolidation within the
medical/surgical supply distribution industry and the formation of a smaller
number of industry participants with national capabilities.

Our Business

     We purchase a high volume of essential medical and surgical products from
suppliers, inventory these items in our distribution centers and provide
delivery services to our customers. Our 43 distribution centers are located
throughout the United States and are situated close to our major customer
facilities. These distribution centers generally serve hospitals and other
customers within a 100-150 mile radius. We deliver most medical and surgical
supplies with a fleet of leased trucks. Almost all of our delivery personnel are
employees of our company, giving us effective control of customer service.
Contract carriers and parcel services are used to transport all other medical
and surgical supplies. We customize our product pallets and truck loads
according to the needs of our customers, enabling them to reduce labor on the
receiving end. Furthermore, we adjust delivery times to customers' needs,
allowing them to streamline receiving activities.

                                        1



     We enable our customers to order products using just-in-time and stockless
services. We believe that we make the supply chain more efficient through the
utilization of advanced warehousing, delivery and purchasing techniques. A key
component of this strategy is our significant investment in advanced information
technology, which includes automated warehousing technology, as well as
electronic data interchange and Internet-based technology for communicating with
both customers and suppliers. We provide technology to enable customers to
analyze their own purchasing data to help them maintain contract compliance,
create workflow efficiencies, raise employee productivity and cut costs.

Competitive Advantages

     We believe that our strong competitive position is attributable to a number
of factors, including the following:

Market-Leading Position with Nationwide Capabilities and Operating Scale

     Our market leading position is demonstrated by:

     .    our estimated 28% market share of the acute care hospital market;

     .    our 43 distribution centers serving large hospital-based and alternate
          care systems and the country's largest Networks and GPOs in all 50
          states; and

     .    our ability to generate economies of scale in the purchase, management
          and distribution of medical and surgical supplies.

Established Relationships with Customers

     .    We maintain strong and long-standing customer relationships, many that
          have spanned a decade or more.

     .    We have long-term contracts with leading Networks and GPOs, including
          Novation, the supply company of VHA, Inc. and University HealthSystem
          Consortium, and Broadlane, Inc., the GPO for Tenet Healthcare
          Corporation, and other healthcare providers.

     .    In addition to our strong relationship with Networks and GPOs, we have
          strong relationships with the individual member hospitals and with
          customers who do not have Network or GPO affiliations.

Value-Added Services Designed to Increase Supply Chain Efficiencies

     .    Our information systems and activity-based management programs are
          designed to manage contract compliance, track inventory, manage
          expenses and increase the overall efficiency of the supply chain by
          supporting efficient business decisions.

     .    Our CostTrack, WISDOM, PANDAC(R)Wound Closure Management Program and
          Focus on Consolidation, Utilization & Standardization programs
          distinguish us from our competitors.

Long-Standing Relationships with Suppliers

     We have well-established relationships with almost all major suppliers of
medical and surgical supplies. We believe our well-established relationships are
attributable to:

     .    our status as the only major national distributor that does not
          manufacture or sell products under its own private label;

     .    the purchase of a high volume of products from almost all major
          suppliers, enabling us to obtain attractive terms, including discounts
          for prompt payment and volume incentives; and

     .    the development of cross-functional teams to work with our suppliers
          to improve efficiencies and lower supply chain costs.

                                        2



Manufacturer Distribution and Logistics Services

     We have begun to provide distribution and logistics solutions services to
manufacturers of medical and surgical supplies. These services are characterized
by:

     .    customized services developed in partnership with manufacturers; and

     .    our ability to leverage existing infrastructure, such as distribution
          centers, technology and logistics expertise in providing these
          services.

Proven Management Team with Significant Industry Experience

     We have a proven management team with significant experience in the
healthcare industry. This experience is demonstrated by the following:

     .    our top three executive officers' combined total of nearly 100 years
          of experience in the healthcare industry;

     .    a reputation for integrity and quality of service in the marketplace;

     .    an ability to create innovative services for our customers; and

     .    a net sales compound annual growth rate of 14%, from $1.4 billion in
          1993 to approximately $3.5 billion in 2000.

Business Strategy

     We are committed to expanding our strong market position and to increasing
net sales and cash flow by capitalizing on our position as a leading provider of
supply chain solutions to our customers and suppliers. To achieve these goals,
our business strategy focuses on three key initiatives:

Enhance Operational Excellence

     We constantly strive to enhance operational excellence by:

     .    maintaining high quality distribution services, thus lowering costs
          for ourselves and improving efficiency and satisfaction for our
          customers;

     .    making significant investments in technology allowing us to manage
          operations effectively, including ensuring high fill rates and
          accurate orders and invoices; and

     .    using our technology investments to increase efficiency throughout the
          supply chain.

     We believe this focus on efficiency and accuracy gives us an advantage in
the marketplace.

Convert Information into Knowledge into Profit

     We utilize information to create supply chain efficiencies that
differentiate us from our competition and strengthen relationships with our
customers through the following initiatives:

     .    the creation of a data warehouse of information generated from our
          transactions with our customers and suppliers;

     .    the conversion of this data into information about purchasing and
          product usage, ordering patterns and supplier agreements to help
          customers improve efficiency and lower costs; and

     .    the development of a proprietary tool to connect customer subscribers
          to this data warehouse, providing them with knowledge to support
          decisions, allowing them to mine their own purchasing and product
          usage information and to monitor contract compliance.

Increase Market Presence by Expanding Distribution-Related Services

     We believe we have the opportunity to occupy a greater position in the
supply chain as healthcare provider customers and medical and surgical
manufacturers look to outsource supply chain functions. We plan to achieve this
objective by:

                                        3



     .    leveraging our network of distribution facilities, our logistics
          expertise and our long-standing relationships that make us a trusted
          partner in healthcare; and

     .    expanding our role with hospital customers in supply chain management
          and offering third-party logistics services to manufacturers who
          currently sell directly to healthcare providers.

     Our third-party logistics business has been developed internally. Future
growth in this business may be achieved through internal development, strategic
acquisitions or other strategies.

Recent Developments

Tender Offer

     On June 5, 2001, we commenced a tender offer to purchase any and all $150
million aggregate principal amount of our 10 7/8% Senior Subordinated Notes due
2006. As of 5:00 p.m., New York City time, on Monday, July 2, 2001, the
expiration date, we had accepted tender of 2006 notes from holders of
$119,740,000 (or 79.8%) of the $150,000,000 outstanding principal amount of the
2006 notes. The remaining $30,260,000 of 2006 notes were redeemed on August 2,
2001 at a redemption price of 105.4375% of the principal amount thereof, plus
accrued and unpaid interest to August 2, 2001.

Recent Financings

     On July 2, 2001, we sold $200 million principal aggregate amount of our 8
1/2% Senior Subordinated Notes due 2011 in an offering not registered under the
Securities Act of 1933 in reliance on exemptions from registration under the
Securities Act. We used approximately $160.1 million of the proceeds from the
note offering to fund the tender offer and the related call for redemption. We
intend to use the remaining net proceeds from the note offering for general
corporate purposes, which may include the repurchase or redemption of a portion
of the outstanding $2.6875 Term Convertible Securities, Series A of Owens &
Minor Trust I, and the related 5.375% Junior Subordinated Debentures due 2013,
and/or the implementation of our third-party logistics business development
strategy. Pending their ultimate use, we have applied the remaining net proceeds
from the note offering to reduce the level of receivables transferred under our
receivables financing facility. For a description of the trust preferred
securities, revolving credit facility and receivables financing facility, see
"Description of Existing Financing Arrangements."


                            ________________________

     Our executive and administrative offices are located at 4800 Cox Road, Glen
Allen, Virginia 23060. Our telephone number is (804) 747-9794.

                                        4



                               The Exchange Offer

Background of the Outstanding
Notes ..........................   On July 2, 2001, we issued $200,000,000
                                   aggregate principal amount of our 8 1/2%
                                   Senior Subordinated Notes due 2011 (the
                                   "outstanding notes") to Lehman Brothers,
                                   Inc., Banc of America Securities LLC, Merrill
                                   Lynch, Pierce, Fenner & Smith Incorporated,
                                   First Union Securities, Inc., Goldman, Sachs
                                   & Co. and J.P. Morgan Securities Inc. (the
                                   "initial purchasers") in transactions not
                                   registered under the Securities Act of 1933
                                   in reliance on exemptions from registration
                                   under the Securities Act. The initial
                                   purchasers then sold the outstanding notes to
                                   qualified institutional buyers in reliance on
                                   Rule 144A under the Securities Act and
                                   outside the U.S. to persons in reliance on
                                   Regulation S under the Securities Act.
                                   Because they have been sold in reliance on
                                   exemptions from registration, the outstanding
                                   notes are subject to transfer restrictions.

                                   In connection with the issuance of the
                                   outstanding notes, we entered into an
                                   exchange and registration rights agreement
                                   with the initial purchasers in which we
                                   agreed to deliver to you this prospectus and
                                   to use our commercially reasonable efforts to
                                   complete the exchange offer or to file and
                                   cause to become effective a registration
                                   statement covering the resale of the
                                   outstanding notes.

The Exchange Offer .............   We are offering to exchange up to
                                   $200,000,000 aggregate principal amount of
                                   exchange notes for an identical aggregate
                                   principal amount of outstanding notes.
                                   Outstanding notes may be exchanged only in
                                   $1,000 increments. The terms of the exchange
                                   notes are identical in all material respects
                                   to the outstanding notes except that the
                                   exchange notes have been registered under the
                                   Securities Act. Because we have registered
                                   the exchange notes, the exchange notes will
                                   not be subject to transfer restrictions and
                                   holders of exchange notes will have no
                                   registration rights.

                                   We will issue the exchange notes promptly
                                   after the expiration of the exchange offer.

Resale of Exchange Notes .......   We believe you may offer, sell or otherwise
                                   transfer the exchange notes you receive in
                                   the exchange offer without compliance with
                                   the registration and prospectus delivery
                                   provisions of the Securities Act provided
                                   that:

                                        .   you acquire the exchange notes you
                                            receive in the exchange offer in the
                                            ordinary course of your business;

                                        .   you are not engaging in and do not
                                            intend to engage in a distribution
                                            of the exchange notes;

                                        .   you have no arrangement or
                                            understanding with any person to
                                            participate in the distribution of
                                            the exchange notes issued to you in
                                            the exchange offer; and

                                        .   you are not an "affiliate" of ours,
                                            as that term is defined in Rule 405
                                            under the Securities Act.

                                   Our belief is based upon interpretations by
                                   the staff of the Securities and Exchange
                                   Commission, as set forth in no-action letters
                                   to third parties unrelated to us. The staff
                                   has not considered the exchange offer in the
                                   context of a no-action letter and we

                                        5



                                            cannot assure you that the staff
                                            would make a similar determination
                                            with respect to this exchange offer.

                                            If you do not meet the conditions
                                            described above, you may incur
                                            liability under the Securities Act
                                            if you transfer any exchange note
                                            without delivering a prospectus
                                            meeting the requirements of the
                                            Securities Act. We do not assume or
                                            indemnify you against that
                                            liability.

                                            Each broker-dealer issued exchange
                                            notes in the exchange offer for its
                                            own account in exchange for
                                            outstanding notes acquired by the
                                            broker-dealer as a result of
                                            market-making or other trading
                                            activities must acknowledge that it
                                            will deliver a prospectus meeting
                                            the requirements of the Securities
                                            Act in connection with any resale of
                                            the exchange notes issued in the
                                            exchange offer. A broker-dealer may
                                            use this prospectus for an offer to
                                            resell, resale or other retransfer
                                            of the exchange notes issued to it
                                            in the exchange offer.

Expiration Date .........................   5:00 p.m., New York City time, on
                                            December 3, 2001, unless we extend
                                            the exchange offer. It is possible
                                            that we will extend the exchange
                                            offer until all outstanding notes
                                            are tendered. You may withdraw
                                            outstanding notes you tendered at
                                            any time before 5:00 p.m., New York
                                            City time, on the expiration date.
                                            See "The Exchange Offer--Expiration
                                            Date; Extensions; Amendments."

Withdrawal Rights .......................   You may withdraw outstanding notes
                                            you tendered by furnishing a notice
                                            of withdrawal to the exchange agent
                                            or by complying with the applicable
                                            procedures of The Depository Trust
                                            Company's Automated Tender Offer
                                            Program (ATOP) system at any time
                                            before 5:00 p.m., New York City
                                            time, on the expiration date. See
                                            "The Exchange Offer--Withdrawal of
                                            Tenders."


Accrued Interest on the Exchange Notes
and the Outstanding .....................   Notes The exchange notes will bear
                                            interest from July 2, 2001 or, if
                                            later, from the most recent date of
                                            payment of interest on the
                                            outstanding notes.

Conditions to the Exchange Offer ........   The exchange offer is subject only
                                            to the following conditions:

                                               .  the compliance of the exchange
                                                  offer with securities laws;

                                               .  the proper tender of the
                                                  outstanding notes;

                                               .  the representation by the
                                                  holders of the outstanding
                                                  notes that they are not our
                                                  affiliate, that the exchange
                                                  notes they will receive are
                                                  being acquired by them in the
                                                  ordinary course of their
                                                  business and that at the time
                                                  the exchange offer is
                                                  completed the holder had no
                                                  plan to participate in the
                                                  distribution of the exchange
                                                  notes; and

                                               .  no judicial or administrative
                                                  proceeding shall have been
                                                  threatened that would limit us
                                                  from proceeding with the
                                                  exchange offer.

Representations and Warranties ..........   By participating in the exchange
                                            offer, you represent to us that,
                                            among other things:

                                               .  you will acquire the exchange
                                                  notes you receive in the
                                                  exchange offer in the ordinary
                                                  course of your business;


                                        6



                                               .  you are not engaging in and do
                                                  not intend to engage in a
                                                  distribution of the exchange
                                                  notes;

                                               .  you have no arrangement or
                                                  understanding with any person
                                                  to participate in the
                                                  distribution of the exchange
                                                  notes issued to you in the
                                                  exchange offer; and

                                               .  you are not an affiliate of
                                                  ours or, if you are an
                                                  affiliate, you will comply
                                                  with the registration and
                                                  prospectus delivery
                                                  requirements of the Securities
                                                  Act to the extent applicable.

Procedures for Tendering Outstanding
Notes Held in the Form of Book-Entry
Interests ...............................   The outstanding notes were issued as
                                            global securities in fully
                                            registered form without coupons.
                                            Beneficial interests in the
                                            outstanding notes that are held by
                                            direct or indirect participants in
                                            DTC are shown on, and transfers of
                                            the notes can be made only through,
                                            records maintained in book-entry
                                            form by DTC with respect to its
                                            participants.

                                            If you are a holder of an
                                            outstanding note held in the form of
                                            a book-entry interest and you wish
                                            to tender your outstanding note for
                                            exchange pursuant to the exchange
                                            offer, you must send the exchange
                                            agent either:

                                               .  a properly completed and
                                                  validly executed letter of
                                                  transmittal; or

                                               .  a computer-generated message
                                                  transmitted by means of DTC's
                                                  ATOP system that, when
                                                  received by the exchange
                                                  agent, will form a part of a
                                                  confirmation of book-entry
                                                  transfer in which you
                                                  acknowledge and agree to be
                                                  bound by the terms of the
                                                  letter of transmittal.

                                            The exchange agent must also receive
                                            prior to the expiration of the
                                            exchange offer either:

                                               .  a timely confirmation of
                                                  book-entry transfer of your
                                                  outstanding notes into the
                                                  exchange agent's account at
                                                  DTC; or

                                               .  the documents necessary for
                                                  compliance with the guaranteed
                                                  delivery procedures described
                                                  below.

                                            For more information, see "The
                                            Exchange Offer--Procedures for
                                            Tendering."

Procedures for Tendering Certificated
Outstanding Notes .......................   If you are a holder of book-entry
                                            interests in the outstanding notes,
                                            you are entitled to receive, in
                                            limited circumstances, in exchange
                                            for your book-entry interests,
                                            certificated notes that are in equal
                                            principal amounts to your book-entry
                                            interests. See "Description of the
                                            Exchange Notes--Book-Entry, Delivery
                                            and Form." No certificated notes are
                                            issued and outstanding as of the
                                            date of this prospectus. If you
                                            acquire certificated outstanding
                                            notes before the expiration of the
                                            exchange offer, you must tender your
                                            certificated outstanding notes in
                                            accordance with the procedures
                                            described in this prospectus under
                                            the heading "The Exchange Offer--


                                       7




                                          Procedures for Tendering--Outstanding
                                          Notes Held in Certificated Form."

Tenders by Beneficial Owners ..........   If you are a beneficial owner whose
                                          outstanding notes are registered in
                                          the name of the broker, dealer,
                                          commercial bank, trust company or
                                          other nominee and wish to tender those
                                          outstanding notes in the exchange
                                          offer, please contact the registered
                                          holder as soon as possible and
                                          instruct them to tender on your behalf
                                          and comply with the instructions in
                                          this prospectus.

Guaranteed Delivery Procedures ........   If you are unable to comply with the
                                          procedures for tendering, you may
                                          tender your outstanding notes
                                          according to the guaranteed delivery
                                          procedures described in this
                                          prospectus under the heading "The
                                          Exchange Offer--Procedures for
                                          Tendering--Guaranteed Delivery
                                          Procedures."

Acceptance of Outstanding Notes and
Delivery of Exchange Notes ............   If the conditions described under "The
                                          Exchange Offer--Conditions" are
                                          satisfied, we will accept for exchange
                                          any and all outstanding notes that are
                                          properly tendered before the
                                          expiration date. If we close the
                                          exchange offer, the exchange notes
                                          will be delivered promptly following
                                          the expiration date. Otherwise, we
                                          will promptly return any outstanding
                                          notes tendered.

Federal Income Tax Considerations .....   See "Federal Income Tax
                                          Considerations" for a discussion of
                                          U.S. federal income tax considerations
                                          you should consider before tendering
                                          outstanding notes in the exchange
                                          offer.

Consequences of Failure to
  Exchange ............................   If you do not participate in the
                                          exchange offer, upon completion of the
                                          exchange offer, the liquidity of the
                                          market for your outstanding notes
                                          could be adversely affected. See "The
                                          Exchange Offer--Participation in the
                                          Exchange Offer, Untendered Notes."

Exchange Agent ........................   SunTrust Bank is serving as exchange
                                          agent for the exchange offer. The
                                          address for the exchange agent is
                                          listed under "The Exchange
                                          Offer--Exchange Agent."

                                        8



                               The Exchange Notes

     The form and terms of the exchange notes to be issued in the exchange offer
are the same as the form and terms of the outstanding notes except that the
exchange notes will be registered under the Securities Act and, accordingly,
will not bear legends restricting their transfer. The exchange notes issued in
the exchange offer will evidence the same debt as the outstanding notes, and
both the outstanding notes and the exchange notes are governed by the same
indenture.

Issuer ........................    Owens & Minor, Inc.

Notes Offered .................    $200,000,000 in aggregate principal amount of
                                   8 1/2% Senior Subordinated Notes due 2011.

Guarantees ....................    All payments with respect to the notes,
                                   including principal and interest, will be
                                   fully and unconditionally guaranteed on an
                                   unsecured senior subordinated basis, jointly
                                   and severally, by most but not all of our
                                   current and future subsidiaries. Each of our
                                   guarantors also guarantees our revolving
                                   credit facility on a senior basis.

Maturity Date .................    July 15, 2011.

Interest Payment Dates ........    January 15/th/ and July 15/th/, commencing
                                   January 15, 2002.

Rankings ......................    The notes and the guarantees will be
                                   unsecured and:

                                      .  subordinate in right of payment to all
                                         of our and our guarantors' existing and
                                         future senior indebtedness (including
                                         our and our guarantors' obligations
                                         under our revolving credit facility);

                                      .  equal in right of payment to our and
                                         our guarantors' future senior
                                         subordinated indebtedness; and

                                      .  senior in right of payment to our and
                                         our guarantors' subordinated
                                         indebtedness.

                                   Assuming we had completed the note offering
                                   and applied the proceeds as described in "Use
                                   of Proceeds," as of June 30, 2001:

                                      .  our outstanding senior indebtedness
                                         would have been $0.7 million; and

                                      .  our outstanding junior subordinated
                                         indebtedness would have been $132.0
                                         million.

Optional Redemption ...........    On or after July 15, 2006, we may redeem all
                                   or part of the notes, at the redemption
                                   prices (expressed as percentages of principal
                                   amount) listed below, plus accrued and unpaid
                                   interest, if any, to the date of redemption,
                                   if redeemed during the 12-month period
                                   commencing on July 15 of the years set forth
                                   below:

                                                                   Redemption
                                         Year                         Price
                                         ----                         -----
                                         2006                       104.250%
                                         2007                       102.833%
                                         2008                       101.417%
                                         2009 and thereafter        100.000%

                                   Before July 15, 2004, we may redeem up to 35%
                                   of the original aggregate principal amount of
                                   the notes with the net cash proceeds of
                                   certain public


                                        9



                                      offerings of equity, provided at least 65%
                                      of the original aggregate principal amount
                                      of the notes remains outstanding after the
                                      redemption.

Change of Control ................    Upon specified change of control events,
                                      unless we have exercised our option to
                                      redeem all of the notes as described
                                      above, each holder of a note will have the
                                      right to require us to repurchase all or a
                                      portion of its notes at a purchase price
                                      in cash equal to 101% of the principal
                                      amount, plus accrued and unpaid interest,
                                      if any, to the date of repurchase.

Covenants ........................    The indenture governing the notes will
                                      limit our ability and that of our
                                      restricted subsidiaries to, among other
                                      things:

                                         .   incur additional indebtedness;

                                         .   create liens;

                                         .   pay dividends on or redeem capital
                                             stock;

                                         .   make certain investments;

                                         .   make restricted payments;

                                         .   make certain dispositions of
                                             assets;

                                         .   engage in transactions with
                                             affiliates;

                                         .   engage in certain business
                                             activities; and

                                         .   engage in mergers, consolidations
                                             and certain sales of assets.

                                      The indenture governing the notes will
                                      also limit our ability to permit
                                      restrictions on the ability of certain of
                                      our subsidiaries to pay dividends or make
                                      certain other distributions.

                                      These covenants are subject to important
                                      exceptions and qualifications, as
                                      described under "Description of the
                                      Exchange Notes."

Exchange and Registration Rights
Agreement ........................    We agreed to offer to exchange the
                                      outstanding notes for a new issue of
                                      identical debt securities registered under
                                      the Securities Act as evidence of the same
                                      underlying obligation of indebtedness.
                                      This exchange offer is in satisfaction of
                                      that agreement. We have also agreed to
                                      provide a shelf registration statement to
                                      cover resales of the outstanding notes
                                      under certain circumstances. If we fail to
                                      satisfy these obligations, we have agreed
                                      to pay liquidated damages to holders of
                                      the outstanding notes under specified
                                      circumstances until we satisfy our
                                      obligations.

Use of Proceeds ..................    We will not receive any proceeds upon the
                                      completion of the exchange offer. See "Use
                                      of Proceeds."


                                       10



                        SUMMARY HISTORICAL FINANCIAL DATA

         The following table summarizes certain consolidated historical
financial data, which you should read in conjunction with our consolidated
financial statements and related notes and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included in our Annual Report
on Form 10-K for the year ended December 31, 2000 and Quarterly Report on Form
10-Q for the period ended June 30, 2001. The summary consolidated financial data
as of and for each of the years in the three-year period ended December 31, 2000
have been derived from our audited consolidated financial statements. The
summary consolidated financial data as of and for the six months ended June 30,
2000 and 2001 have been derived from our unaudited consolidated quarterly
financial statements. The consolidated balance sheets as of December 31, 1999
and 2000 and the consolidated statements of operations for each of the years in
the three-year period ended December 31, 2000, and the independent auditors'
report thereon, are incorporated by reference in this prospectus from our Annual
Report on Form 10-K for the year ended December 31, 2000. The unaudited
consolidated balance sheet as of June 30, 2001 and the unaudited consolidated
statements of operations for the six months ended June 30, 2000 and 2001 are
incorporated by reference in this prospectus from our Quarterly Report on Form
10-Q for the period ended June 30, 2001.



                                                                                                               Six Months
                                                                       Year Ended December 31,               Ended June 30,
                                                                 ------------------------------------   -----------------------
                                                                    1998       1999/(1)/      2000         2000         2001
                                                                 ----------   ----------   ----------   ----------   ----------
(in thousands, except percentages and ratios)                                                                 (unaudited)
                                                                                                      
Statement of Income Data/(2)/:
Net sales .................................................      $3,090,048   $3,194,134   $3,503,583   $1,731,972   $1,878,039
Cost of goods sold ........................................       2,755,158    2,851,556    3,127,911    1,547,208    1,678,435
                                                                 ----------   ----------   ----------   ----------   ----------
Gross margin ..............................................         334,890      342,578      375,672      184,764      199,604
                                                                 ----------   ----------   ----------   ----------   ----------
Selling, general and administrative expenses ..............         247,472      249,960      268,205      134,350      145,995
Depreciation and amortization .............................          18,270       19,365       21,515       10,431       11,228
Interest expense, net .....................................          14,066       11,860       12,566        6,358        6,808
Discount on accounts receivable securitization ............           4,655        5,240        6,881        3,818        2,905
Distributions on mandatorily redeemable preferred
  securities ..............................................           4,494        7,095        7,095        3,548        3,548
Restructuring expense (credit)/(3)/ .......................          11,200       (1,000)        (750)        (750)      (1,476)
                                                                 ----------   ----------   ----------   ----------   ----------
Total expenses ............................................         300,157      292,520      315,512      157,755      169,008
                                                                 ----------   ----------   ----------   ----------   ----------
Income before income taxes ................................          34,733       50,058       60,160       27,009       30,596
Income tax provision ......................................          14,588       22,079       27,072       12,154       13,462
                                                                 ----------   ----------   ----------   ----------   ----------
Net income ................................................          20,145       27,979       33,088       14,855       17,134
Dividends on preferred stock ..............................           1,898           --           --           --           --
                                                                 ----------   ----------   ----------   ----------   ----------
Net income attributable to common stock ...................      $   18,247   $   27,979   $   33,088   $   14,855   $   17,134
                                                                 ==========   ==========   ==========   ==========   ==========

Balance Sheet Data (end of period):
Working capital ...........................................      $  235,247   $  219,448   $  233,637   $  211,184   $  260,356
Inventory .................................................         275,094      342,478      315,570      362,485      376,277
Total assets ..............................................         717,768      865,000      867,548      868,742      911,177
Long-term debt ............................................         150,000      174,553      152,872      151,972      156,100
Mandatorily redeemable preferred securities ...............         132,000      132,000      132,000      132,000      132,000
Shareholders' equity ......................................         161,126      182,381      212,772      194,929      233,617

Supplemental Non-GAAP Data:
Outstanding financing/(4)/ ................................      $  225,000   $  280,790   $  233,533   $  260,929   $  261,772
Adjusted cash flow from operations/(5)/ ...................          67,485       61,677       68,767       46,180      (16,818)
Capital expenditures ......................................          12,609       22,105       19,627        9,551        9,205

Historical Ratios/(2)/:
Gross margin as a percent of net sales ....................            10.8%        10.7%        10.7%        10.7%        10.6%
SG&A as a percent of net sales ............................             8.0%         7.8%         7.7%         7.8%         7.8%
Average receivable days sales outstanding/(6)/ ............            33.5         34.9         33.3         33.4         32.9
Average inventory turnover ................................             9.8x         9.2x         9.5x         8.8x         9.8x
Earnings to fixed charges/(7)/ ............................             1.9x         2.5x         2.7x         2.5x         2.7x
_____________________________


                                       11




     /(1)/   On July 30, 1999, we acquired certain net assets of Medix, Inc.
             This acquisition was accounted for as a purchase.
     /(2)/   Net sales, gross margin, selling, general and administrative
             expenses and all related ratios have been restated for all periods
             in accordance with Emerging Issues Task Force Issue 00-10,
             Accounting for Shipping and Handling Fees and Costs. See note 1 to
             our consolidated financial statements, which are incorporated by
             reference in this prospectus from our Annual Report on Form 10-K
             for the year ended December 31, 2000.
     /(3)/   In 1998, we incurred $11.2 million, or $6.6 million after taxes, of
             restructuring expenses. For the years ended December 31, 1999 and
             2000, and for the six months ended June 30, 2001, we reduced the
             restructuring accrual by $1.0 million, $0.8 million and $1.5
             million, respectively, or $0.6 million, $0.4 million and $0.8
             million, respectively, after taxes. See note 3 to our consolidated
             financial statements, which are incorporated by reference in this
             prospectus from our Annual Report on Form 10-K for the year ended
             December 31, 2000 and note 6 to our consolidated financial
             statements, which are incorporated by reference in this prospectus
             from our Quarterly Report on Form 10-Q for the period ended June
             30, 2001.
     /(4)/   Outstanding financing includes debt and sales of accounts
             receivable under our off balance sheet receivables financing
             facility. For a description of the receivables financing facility,
             see "Description of Existing Financing Arrangements."
     /(5)/   Cash flow from operations has been adjusted to exclude proceeds
             from sales and collections of accounts receivable under our off
             balance sheet receivables financing facility. See "Description of
             Existing Financing Arrangements."
     /(6)/   Excludes the impact of our off balance sheet receivables financing
             facility. See "Description of Existing Financing Arrangements."
     /(7)/   For purposes of computing this ratio, earnings consist of income
             before income taxes and fixed charges. Fixed charges consist of
             interest expense, discount on accounts receivable securitization,
             amortization of debt issuance costs, distributions on mandatorily
             redeemable preferred securities, preferred dividend requirements
             and one-third of rental expense (the portion considered
             representative of the interest factor).

                                       12



                                  RISK FACTORS

         Your investment in the exchange notes will involve risk. You should
consider carefully each of the following risks and all other information
contained and incorporated by reference in this prospectus before deciding to
participate in the exchange offer. The factors discussed below, however, are
generally applicable to the outstanding notes as well as the exchange notes.

                         Risks Relating to Our Business

Dependence on Sales to Certain Customers--The loss of certain customers could
have a material adverse effect on our results of operations.

         In 2000, net sales to member hospitals under contract with Novation
represented approximately 51.0% of our net sales. Net sales to member hospitals
under contract with Broadlane accounted for approximately 9.6% of our net sales
for the same period. Although the termination of our relationship with Novation
or Broadlane would not necessarily result in the loss of all of their respective
member hospitals as customers, termination or the loss of Tenet Healthcare,
Broadlane's largest member, as a customer could have a material adverse effect
on our results of operations. Our contracts establish the price at which
products will be distributed, but generally do not require minimum purchase
volumes by customers and are terminable by the customer upon short notice.

Dependence on Suppliers--Our inability to maintain good relations with our
suppliers could affect the profitability of our business.

         We distribute approximately 170,000 products from approximately 1,600
suppliers and are dependent on these suppliers for the supply of products. For
the year ended December 31, 2000, our ten largest suppliers accounted for
approximately 66% of our net sales. Currently, we rely on suppliers to provide
agreeable purchasing and delivery terms and sales performance incentives. Our
ability to sustain our gross margins has been, and will continue to be,
dependent, in part, on our ability to continue to obtain favorable terms and
incentives from our suppliers. These terms and incentives may be subject to
changes in suppliers' strategies, from time to time, which could adversely
affect our gross margins over time. The profitability of our business depends
upon our ability to maintain good relations with these suppliers. Approximately
16% of our net sales in 2000 were sales of Johnson & Johnson Hospital Services,
Inc. products. Approximately 15% of our net sales in 2000 were sales of products
of the subsidiaries of Tyco International.

Competition--Increased competition in the medical/surgical supply distribution
industry could adversely affect our results of operations.

         The medical/surgical supply distribution industry in the United States
is highly competitive and consists of (1) three major, nationwide distributors,
including us, (2) a few smaller, nationwide distributors and (3) a number of
regional and local distributors. Certain of our competitors have, and our
competitors in the future may have, greater financial and other resources than
we do. Competitive factors within the medical/surgical supply distribution
industry include total delivered product cost, product availability, the ability
to fill and invoice orders accurately, delivery time, services provided,
inventory management, information technology, electronic commerce capabilities
and the ability to meet special requirements of customers. Vertically integrated
distributors of medical and surgical supplies may have an advantage with respect
to total delivered product cost. Further consolidation of medical and surgical
supply distributors is expected to continue through the purchase of smaller
distributors by larger companies as a result of competitive pressures in the
marketplace. In response to competitive pressures, we have in the past, from
time to time, reduced the prices that we charge our customers. These competitive
pressures may adversely impact the gross margins we realize, or otherwise
adversely affect our results of operations. In recent years, many of our
customers have experienced increased financial constraints due to, among other
things, the Balanced Budget Act of 1997, which has reduced government
reimbursements to healthcare providers. This has led to increased scrutiny of
supply chain costs and increased pricing pressures. Increased competition
resulting from these and other factors could adversely affect the prices we
charge customers and the gross margins we realize in the future. A significant
reduction in pricing or gross margins could adversely affect our overall results
of operations.

                                       13



Technological Advancement--Our ability to compete successfully is dependent on
technological advances in our product and service offerings, and our failure to
timely or adequately respond to technological advances in our industry may
adversely affect our results of operations.

         Our ability to succeed with our long-term growth strategy is dependent
on the technological competitiveness of our information systems, which include
automated warehousing technology as well as EDI and Internet-based technology
for communicating with both customers and suppliers. If we are unable to
innovate and implement our technological solutions, other competitors may be
able to compete more effectively with us and our business and results of
operations may be adversely affected.

Healthcare Reform--Changes in the laws and regulations affecting the healthcare
industry could have a material adverse effect on our results of operations.

         Our company, our customers and our suppliers are subject to extensive
federal and state regulations relating to healthcare. In recent years there have
been a number of government initiatives to reduce healthcare costs. Congress and
various state legislatures have proposed changes in laws and regulations that
could result in major restructuring of the healthcare industry. We cannot
predict the extent to which changes in governmental support of healthcare
services, the methods by which such services are delivered, the prices for such
services or other legislation or regulation governing such services or mandated
benefits may have a material adverse effect on our results of operations.

Risks Associated with Acquisitions--We may not be able to successfully identify,
manage or integrate possible future acquisitions.

         An element of our growth to date and our strategy for the future is
expansion through the acquisition of companies that complement or expand our
existing business, including our third-party logistics business. As a result, we
continually evaluate potential acquisition opportunities, some of which may be
material in size or scope. Acquisitions involve a number of special risks,
including the time associated with identifying and evaluating future
acquisitions, the diversion of management's attention to the integration of the
operations, personnel and information technology of the acquired companies, the
incorporation of the products and services of the acquired companies into the
products and services we offer, possible adverse short-term effects on our
operating results, the realization of acquired intangible assets and the loss of
key employees of the acquired companies. We do not currently have any
commitments or agreements with respect to any acquisitions. We may not be able
to locate suitable acquisition candidates at prices acceptable to us, may not
have adequate resources to consummate an otherwise desirable acquisition, may
not consummate successfully any acquisitions and may not be able to operate
profitably or integrate successfully any particular acquired business into our
operations. See "Use of Proceeds."

Litigation--An adverse outcome in the legal actions to which we are a party
could have a material adverse effect on our results of operations.

         We are a party to various legal actions described in our Annual Report
on Form 10-K for the year ended December 31, 2000. There can be no assurance
that an adverse outcome of such legal actions would not have a material adverse
effect on our results of operations.

                           Risks Relating to the Notes

Substantial Leverage--Our substantial indebtedness could adversely affect our
financial health and prevent us from fulfilling our obligations under the notes.

         We are, and will continue after the exchange offer to be, highly
leveraged. As of June 30, 2001, on a pro forma basis after giving effect to the
note offering, we would have had total indebtedness of approximately $332.7
million, of which $200.0 million would have consisted of the outstanding notes,
$132.0 million would have consisted of the trust preferred securities and the
related junior subordinated debentures, and the balance would have consisted of
approximately $0.7 million of other debt. Our company and our subsidiaries will
be permitted to incur additional indebtedness in the future. See
"Capitalization," "Selected Consolidated Financial Data," "Description of
Existing Financing Arrangements" and "Description of the Exchange Notes."

                                       14



         Our ability to make scheduled payments of principal of, or to pay the
interest on, or to refinance, our indebtedness (including the notes), or to fund
planned capital expenditures, acquisitions and other strategic initiatives will
depend on our future performance, which, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory and other
factors that are beyond our control. Our management believes that cash flow from
operations and available cash, together with available borrowings under the
revolving credit facility and future funding under the receivables financing
facility, will be adequate to meet our future liquidity needs. We cannot assure
you that our business will generate sufficient cash flow from operations or that
future borrowings will be available under the revolving credit facility or
future funding will be available under the receivables financing facility in an
amount sufficient to enable us to service our indebtedness, including the notes,
or to fund our other liquidity needs. See "Capitalization," "Selected
Consolidated Financial Data," "Description of Existing Financing Arrangements"
and "Description of the Exchange Notes."

         The degree to which we are leveraged could have important consequences
to holders of the notes, including, but not limited to:

         .     making it more difficult for us to satisfy our obligations with
               respect to the notes;

         .     increasing our vulnerability to general adverse economic and
               industry conditions;

         .     limiting our ability to obtain additional financing to fund
               future working capital needs, capital expenditures, acquisitions
               and other strategic initiatives and other general corporate
               purposes;

         .     requiring the dedication of a substantial portion of our cash
               flow from operations to the payment of principal of, and interest
               on, our indebtedness, thereby reducing the availability of such
               cash flow to fund working capital needs, capital expenditures,
               acquisitions and other strategic initiatives or other general
               corporate purposes;

         .     limiting our flexibility in planning for, or reacting to, changes
               in our business and the industry; and

         .     placing us at a competitive disadvantage as compared to less
               leveraged competitors.

         In addition, the indenture and the revolving credit facility will
contain financial and other restrictive covenants that will limit our ability
to, among other things, borrow additional funds. Our failure to comply with such
covenants could result in an event of default which, if not cured or waived,
could have a material adverse effect on us. See "Description of the Existing
Financing Arrangements" and "Description of Exchange Notes."

Subordination of Notes--Your right to receive payments on the notes is junior to
our existing senior indebtedness and possibly all of our future borrowings.
Further, the guarantees of the notes are junior to all our guarantors' existing
indebtedness and possibly to all of their future borrowings.

         The notes will be subordinated in right of payment to all of our
current and future senior debt and the current and future senior debt of our
guarantors. Upon any distribution to our creditors in a liquidation or
dissolution of our company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to us or our property, the holders
of senior debt will be entitled to be paid in full before any payment may be
made with respect to the notes. In addition, the subordination provisions of the
indenture will provide that payments with respect to the notes will be blocked
in the event of a payment default on senior debt and may be blocked for up to
179 days each year in the event of certain non-payment defaults on senior debt.
In the event of our bankruptcy, liquidation or reorganization, holders of the
notes will participate ratably with all holders of our subordinated indebtedness
that is deemed to be of the same class as the notes, and potentially with all of
our other general creditors, based upon the respective amounts owed to each
holder or creditor, in our remaining assets. In any of the foregoing events,
there can be no assurance that there would be sufficient assets to pay amounts
due on the notes. As a result, holders of notes may receive less, ratably, than
the holders of senior debt. In addition, under the subordination provisions of
the indenture, payments that would otherwise be made to holders of the notes
will instead be paid to holders of senior debt under certain circumstances. As a
result of these provisions, other of our creditors (including trade creditors)
that are not holders of senior debt may recover more, ratably, than the holders
of the notes.

     As of June 30, 2001, on a pro forma basis after giving effect to the note
offering and the application of the proceeds as described in "Use of Proceeds,"
the aggregate amount of our senior debt and that of our subsidiaries (including
borrowings under the revolving credit facility) would have been approximately
$0.7 million, and we would have had $225.0 million of unused credit under the
revolving credit facility. The indenture will permit the

                                       15



incurrence of substantial additional indebtedness, including senior debt, by us
and our subsidiaries in the future. See "Description of Existing Financing
Arrangements" and "Description of the Exchange Notes."

Not All Subsidiaries Are Guarantors--Your right to receive payments on these
notes could be adversely affected if any of our non-guarantor subsidiaries
declare bankruptcy, liquidate or reorganize.

         Some but not all of our subsidiaries will guarantee the notes. In the
event of a bankruptcy, liquidation or reorganization of any of the non-guarantor
subsidiaries, holders of their indebtedness and their trade creditors will
generally be entitled to payment of their claims from the assets of those
subsidiaries before any assets are made available for distribution to us. O&M
Funding Corp. and Owens & Minor Trust I will not guarantee the notes.

Possible Inability to Fund a Change of Control Offer--We may not have the
ability to raise the funds necessary to finance the change of control offer
required by the indenture.

         Upon a change of control, we will be required under the indenture to
offer to repurchase all outstanding notes at 101% of the principal amount
thereof plus accrued and unpaid interest to the date of repurchase. However,
there can be no assurance that sufficient funds will be available at the time of
any change of control to make any required repurchases of notes tendered or that
restrictions in the revolving credit facility will allow us to make such
required repurchases. Notwithstanding these provisions, we could enter into
certain transactions, including certain recapitalizations, that would not
constitute a change of control but would increase the amount of debt outstanding
at such time. See "Description of the Exchange Notes--Covenants--Change of
Control."

Fraudulent Conveyance--Federal and state statutes allow courts, under specific
circumstances, to void guarantees and require noteholders to return payments
received from guarantors.

         Under applicable provisions of federal bankruptcy law or comparable
provisions of state fraudulent transfer law, the notes and the subsidiary
guarantees could be voided, or claims in respect of the notes or the subsidiary
guarantees could be subordinated to all of our other debts or the debts of that
guarantor, if, among other things, our company or any guarantor, at the time it
incurred the indebtedness evidenced by the notes or its subsidiary guarantee:

         .     received or receives less than reasonably equivalent value or
               fair consideration for the incurrence of such indebtedness; and

         .     was or is insolvent or rendered insolvent by reason of such
               occurrence; or

         .     was or is engaged in a business or transaction for which the
               assets remaining with our company or such guarantor constituted
               unreasonably small capital; or

         .     intended or intends to incur, or believed or believes that it
               would incur, debts beyond its ability to pay such debts as they
               mature.

         In addition, the payment of interest and principal by us pursuant to
the notes or the payment of amounts by a guarantor pursuant to a subsidiary
guarantee could be voided and required to be returned to the person making such
payment, or to a fund for the benefit of our creditors or such guarantor, as the
case may be.

         The measures of insolvency for purposes of the foregoing considerations
will vary depending upon the law applied in any proceeding with respect to the
foregoing. Generally, however, our company or a guarantor would be considered
insolvent if:

         .     the sum of its debts, including contingent liabilities, were
               greater than the saleable value of all of its assets at a fair
               valuation;

         .     if the present fair saleable value of its assets were less than
               the amount that would be required to pay its probable liability
               on its existing debts, including contingent liabilities, as they
               become absolute and mature; or

         .     it could not pay its debts as they become due.

                                       16



         To the extent a subsidiary guarantee is voided as a fraudulent
conveyance or held unenforceable for any other reason, the holders of the notes
would not have any claim against that subsidiary and would be creditors solely
of us and any other subsidiary guarantors whose guarantees are not held
unenforceable.

Failure to Exchange Outstanding Notes--If you fail to exchange your outstanding
notes, they will continue to be restricted securities and may become less
liquid.

         Outstanding notes that you do not tender or we do not accept will,
following the exchange offer, continue to be restricted securities. You may not
offer or sell untendered outstanding notes except in reliance on an exemption
from, or in a transaction not subject to, the Securities Act and applicable
state securities laws. We will issue new notes in exchange for the outstanding
notes pursuant to the exchange offer only following the satisfaction of
procedures and conditions described elsewhere in this prospectus. These
procedures and conditions include timely receipt by the exchange agent of the
outstanding notes and of a properly completed and validly executed letter of
transmittal.

         Because we anticipate that most holders of outstanding notes will elect
to exchange their outstanding notes, we expect that the liquidity of the market
for any outstanding notes remaining after the completion of the exchange offer
may be substantially limited. Any outstanding notes tendered and exchanged in
the exchange offer will reduce the aggregate principal amount of the outstanding
notes outstanding. Following the exchange offer, if you did not tender your
outstanding notes you generally will not have any further registration rights
and your outstanding notes will continue to be subject to transfer restrictions.
Accordingly, the liquidity of the market for any outstanding notes could be
adversely affected.

Absence of Public Market--There may be no active trading market for the exchange
notes to be issued in the exchange offer.

         There is no existing market for the exchange notes. We cannot assure
you with respect to:

          .    the liquidity of any market for the exchange notes that may
               develop;

          .    your ability to sell exchange notes; or

          .    the price at which you will be able to sell the exchange notes.

         If a public market were to exist, the exchange notes could trade at
prices that may be higher or lower than their principal amount or purchase
price, depending on many factors, including prevailing interest rates, the
market for similar notes and our financial performance. We do not intend to list
the exchange notes to be issued to you in the exchange offer on any securities
exchange or to seek approval for quotations through any automated quotation
system. No active market for the exchange notes is currently anticipated. The
initial purchasers of the outstanding notes have advised us that they currently
anticipate making a secondary market for the exchange notes, but they are not
obligated to do so. We cannot assure you that an active or liquid public trading
market will develop for the exchange notes.

                                       17



                               THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

         On July 2, 2001, we issued the outstanding notes to the initial
purchasers in transactions not registered under the Securities Act of 1933 in
reliance on exemptions from registration under that act. The initial purchasers
then sold the outstanding notes to qualified institutional buyers in reliance on
Rule 144A under the Securities Act and outside the U.S. to non-U.S. persons in
reliance on Regulation S under the Securities Act. Because they have been sold
pursuant to exemptions from registration, the outstanding notes are subject to
transfer restrictions.

         In connection with the issuance of the outstanding notes, we entered
into the exchange and registration rights agreement with the initial purchasers
in which we agreed with the initial purchasers that, we would:

         .    use our commercially reasonable efforts to file with the
              Securities and Exchange Commission a registration statement
              related to the exchange notes on or before 90 days following the
              issuance of the exchange notes;

         .    use our commercially reasonable efforts to cause the registration
              statement to become effective under the Securities Act on or
              before 150 days following the issuance of the exchange notes; and

         .    offer to the holders of the outstanding notes the opportunity to
              exchange their outstanding notes for a like principal amount of
              exchange notes upon the effectiveness of the registration
              statement.

         Our failure to comply with these agreements would result in liquidated
damages being due on the outstanding notes. A copy of the exchange and
registration rights agreement has been filed as an exhibit to the registration
statement of which this prospectus is a part.

         Based on existing interpretations of the Securities Act by the staff of
the Securities and Exchange Commission described in several no-action letters to
third parties unrelated to us, and subject to the following sentence, we believe
that the exchange notes issued in the exchange offer may be offered for resale,
resold and otherwise transferred by their holders, other than broker-dealers or
our "affiliates," as that term is defined in Rule 405 under the Securities Act,
without further compliance with the registration and prospectus delivery
provisions of the Securities Act. However, any holder of outstanding notes who
is an affiliate of ours, who is not acquiring the exchange notes in the ordinary
course of such holder's business or who intends to participate in the exchange
offer for the purpose of distributing the exchange notes:

         .    will not be able to rely on the interpretations by the staff of
              the Securities and Exchange Commission described in the
              above-mentioned no-action letters;

         .    will not be able to tender outstanding notes in the exchange
              offer; and

         .    must comply with the registration and prospectus delivery
              requirements of the Securities Act in connection with any sale or
              transfer of the outstanding notes unless the sale or transfer is
              made under an exemption from these requirements.

         We do not intend to seek our own no-action letter, and there is no
assurance that the staff of the Securities and Exchange Commission would make a
similar determination regarding the exchange notes as it has in these no-action
letters to third parties.

         As a result of the filing and effectiveness of the registration
statement of which this prospectus is a part, we will not be required to pay an
increased interest rate on the outstanding notes. Following the closing of the
exchange offer, holders of outstanding notes not tendered will not have any
further registration rights except in limited circumstances requiring the filing
of a shelf registration statement, and the outstanding notes will continue to be
subject to restrictions on transfer. Accordingly, the liquidity of the market
for the outstanding notes will be adversely affected.

Terms of the Exchange Offer

         Upon the terms and subject to the conditions stated in this prospectus
and in the letter of transmittal, we will accept all outstanding notes properly
tendered and not withdrawn before 5:00 p.m., New York City time, on the


                                       18



expiration date. After authentication of the exchange notes by the trustee or an
authenticating agent, we will issue $1,000 principal amount of exchange notes in
exchange for each $1,000 principal amount of outstanding notes accepted in the
exchange offer.

         By tendering your outstanding notes for exchange notes in the exchange
offer and signing or agreeing to be bound by the letter of transmittal, you will
represent to us that:

         .    you will acquire the exchange notes you receive in the exchange
              offer in the ordinary course of your business;

         .    you have no arrangement or understanding with any person to
              participate in the distribution of the exchange notes issued to
              you in the exchange offer;

         .    you are not an affiliate of ours or, if you are an affiliate, you
              will comply with the registration and prospectus delivery
              requirements of the Securities Act to the extent applicable;

         .    you are not engaged in and do not intend to engage in the
              distribution of the exchange notes; and

         .    if you are a broker-dealer that will receive exchange notes for
              your own-account in exchange for outstanding notes that were
              acquired as a result of market-making or other trading activities,
              that you will deliver a prospectus, as required by law, in
              connection with any resale of those exchange notes.

         Broker-dealers that are receiving exchange notes for their own account
must have acquired the outstanding notes as a result of market-making or other
trading activities in order to participate in the exchange offer. Each
broker-dealer that receives exchange notes for its own account under the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of the exchange notes. The letter of transmittal states that by
so acknowledging and by delivering a prospectus, a broker-dealer will not be
admitting that it is an "underwriter" within the meaning of the Securities Act.
We will be required to allow broker-dealers to use this prospectus following the
exchange offer in connection with the resale of exchange notes received in
exchange for outstanding notes acquired by broker-dealers for their own account
as a result of market-making or other trading activities. If required by
applicable securities laws, we will, upon request, make this prospectus
available to any broker-dealer for use in connection with a resale of exchange
notes for a period of 180 days after the consummation of the exchange offer. See
"Plan of Distribution."

         The exchange notes will evidence the same debt as the outstanding notes
and will be issued under and entitled to the benefits of the same indenture. The
form and terms of the exchange notes are identical in all material respects to
the form and terms of the outstanding notes except that:

         .    the exchange notes will be issued in a transaction registered
              under the Securities Act; and

         .    the exchange notes will not be subject to transfer restrictions.


         As of the date of this prospectus, $200,000,000 aggregate principal
amount of the outstanding notes was outstanding. In connection with the issuance
of the outstanding notes, we arranged for the outstanding notes to be issued and
transferable in book-entry form through the facilities of DTC, acting as
depositary. The exchange notes will also be issuable and transferable in
book-entry form through DTC.

         This prospectus, together with the accompanying letter of transmittal,
is initially being sent to all registered holders as of the close of business
October 17, 2001. We intend to conduct the exchange offer as required by the
Securities Exchange Act of 1934, and the rules and regulations of the Securities
and Exchange Commission under the Exchange Act, including Rule 14e-1, to the
extent applicable.

         Rule 14e-1 describes unlawful tender practices under the Exchange Act.
This section requires us, among other things:

         .    to hold our exchange offer open for 20 business days;

         .    to give 10 days notice of any change in the terms of this offer;
              and

         .    to issue a press release in the event of an extension of the
              exchange offer.


                                       19



         The exchange offer is not conditioned upon any minimum aggregate
principal amount of outstanding notes being tendered, and holders of the
outstanding notes do not have any appraisal or dissenters' rights under the
Virginia Stock Corporation Act or under the indenture in connection with the
exchange offer. We shall be considered to have accepted outstanding notes
tendered according to the procedures in this prospectus when, as and if we have
given oral or written notice of acceptance to the exchange agent. See
"--Exchange Agent." The exchange agent will act as agent for the tendering
holders for the purpose of receiving exchange notes from us and delivering
exchange notes to those holders.

         If any tendered outstanding notes are not accepted for exchange because
of an invalid tender or the occurrence of other events described in this
prospectus, certificates for these unaccepted outstanding notes will be
returned, at our cost, to the tendering holder of the outstanding notes or, in
the case of outstanding notes tendered by book-entry transfer, into the holder's
account at DTC according to the procedures described below, as promptly as
practicable after the expiration date.

         Holders who tender outstanding notes in the exchange offer will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the letter of transmittal, transfer taxes related to the exchange of outstanding
notes in the exchange offer. We will pay all charges and expenses, other than
applicable taxes, in connection with the exchange offer. See "--Solicitation of
Tenders, Fees and Expenses."

         Neither we nor our board of directors makes any recommendation to
holders of outstanding notes as to whether to tender or refrain from tendering
all or any portion of their outstanding notes in the exchange offer. Moreover,
we have not authorized anyone to make any such recommendation. Holders of
outstanding notes must make their own decision whether to tender in the exchange
offer and, if so, the amount of outstanding notes to tender after reading this
prospectus and the letter of transmittal and consulting with their advisors, if
any, based on their own financial position and requirements.

Expiration Date; Extensions; Amendments

         The term "expiration date" shall mean 5:00 p.m., New York City time, on
December 3, 2001, unless we, in our sole discretion, extend the exchange offer,
in which case the term "expiration date" shall mean the latest date to which the
exchange offer is extended.

         We expressly reserve the right, in our sole discretion:

         .    to delay acceptance of any outstanding notes or to terminate the
              exchange offer and to refuse to accept outstanding notes not
              previously accepted, if any of the conditions described under
              "--Conditions" shall have occurred and shall not have been waived
              by us;

         .    to extend the expiration date of the exchange offer;

         .    to amend the terms of the exchange offer in any manner;

         .    to purchase or make offers for any outstanding notes that remain
              outstanding after the expiration date; and

         .    to the extent permitted by applicable law, to purchase outstanding
              notes in the open market, in privately negotiated transactions or
              otherwise.

         The terms of the purchases or offers described in the fourth and fifth
clauses above may differ from the terms of the exchange offer.

         Any delay in acceptance, termination, extension or amendment will be
followed as promptly as practicable by oral or written notice to the exchange
agent and by making a public announcement. If the exchange offer is amended in a
manner determined by us to constitute a material change, we will promptly
disclose the amendment in a manner reasonably calculated to inform the holders
of the amendment.

         You are advised that we may extend the exchange offer because some of
the holders of the outstanding notes do not tender on a timely basis. In order
to give these noteholders the ability to participate in the exchange and to
avoid the significant reduction in liquidity associated with holding an
unexchanged outstanding note, we may elect to extend the exchange offer.

                                       20



Interest on the Exchange Notes

         The exchange notes will bear interest from July 2, 2001 or the most
recent date on which interest was paid or provided for on the outstanding notes
surrendered for the exchange notes. Accordingly, holders of outstanding notes
that are accepted for exchange will not receive interest that is accrued but
unpaid on the outstanding notes at the time of tender. Interest on the exchange
notes will be payable semi-annually on each January 15 and July 15, commencing
on January 15, 2002.

Procedures for Tendering

         Only a holder may tender its outstanding notes in the exchange offer.
Any beneficial owner whose outstanding notes are registered in the name of his
broker, dealer, commercial bank, trust company or other nominee or are held in
book-entry form and who wishes to tender should contact the registered holder
promptly and instruct the registered holder to tender on his behalf. If the
beneficial owner wishes to tender on his own behalf, the beneficial owner must,
before completing and executing the letter of transmittal and delivering his
outstanding notes, either make appropriate arrangements to register ownership of
the outstanding notes in the owner's name or obtain a properly completed bond
power from the registered holder. The transfer of record ownership may take
considerable time.

         The tender by a holder will constitute an agreement between the holder,
us and the exchange agent according to the terms and subject to the conditions
described in this prospectus and in the letter of transmittal.

         A holder who desires to tender outstanding notes and who cannot comply
with the procedures described in the prospectus for tender on a timely basis or
whose outstanding notes are not immediately available must comply with the
procedures for guaranteed delivery described below.

         The method of delivery of outstanding notes and the letter of
transmittal and all other required documents to the exchange agent is at the
election and risk of the holders. Delivery of such documents will be deemed made
only when actually received by the exchange agent or deemed received under the
ATOP procedures described below. In all cases, sufficient time should be allowed
to assure delivery to the exchange agent before the expiration date. No letter
of transmittal or outstanding notes should be sent to us. Holders may also
request that their respective brokers, dealers, commercial banks, trust
companies or nominees effect the tender for holders in each case as described in
this prospectus and in the letter of transmittal.

Outstanding Notes Held in Certificated Form

         For a holder to validly tender outstanding notes held in physical form,
the exchange agent must receive, before 5:00 p.m., New York city time, on the
expiration date, at its address set forth in this prospectus:

         .    a properly completed and validly executed letter of transmittal,
              or a manually signed facsimile thereof, together with any
              signature guarantees and any other documents required by the
              instructions to the letter of transmittal: and

         .    certificates for tendered outstanding notes.


Outstanding Notes Held in Book-Entry Form

         We understand that the exchange agent will make a request promptly
after the date of the prospectus to establish accounts for the outstanding notes
at DTC for the purpose of facilitating the exchange offer, and subject to their
establishment, any financial institution that is a participant in DTC may make
book-entry delivery of outstanding notes by causing DTC to transfer the
outstanding notes into the exchange agent's account for the outstanding notes
using DTC's procedures for transfer.

         If you desire to transfer outstanding notes held in book-entry form
with DTC, the exchange agent must receive, before 5:00 p.m., New York City time,
on the expiration date, at its address listed in this prospectus, a confirmation
of book-entry transfer of the outstanding notes into the exchange agent's
account at DTC, which is referred to in this prospectus as a "book-entry
confirmation," and:


                                       21



         .    a properly completed and validly executed letter of transmittal,
              or manually signed facsimile thereof, together with any signature
              guarantees and other documents required by the instructions in the
              letter of transmittal; or

         .    an agent's message transmitted pursuant to DTC's Automated Tender
              Offer Program.

Tender of Outstanding Notes Using DTC's Automated Tender Offer Program (ATOP)

         The exchange agent and DTC have confirmed that the exchange offer is
eligible for DTC's Automated Tender Offer Program. Accordingly, DTC participants
may electronically transmit their acceptance of the exchange offer by causing
DTC to transfer outstanding notes held in book-entry form to the exchange agent
in accordance with DTC's ATOP procedures for transfer. DTC will then send a
book-entry confirmation, including an agent's message to the exchange agent.

         The term "agent's message" means a message transmitted by DTC, received
by the exchange agent and forming part of the book-entry confirmation, which
states that DTC has received an express acknowledgment from the participant in
DTC tendering outstanding notes that are the subject of that book-entry
confirmation that the participant has received and agrees to be bound by the
terms of the letter of transmittal, and that we may enforce such agreement
against such participant. If you use ATOP procedures to tender outstanding notes
you will not be required to deliver a letter of transmittal to the exchange
agent, but you will be bound by its terms just as if you had signed it.

Signatures

         Signatures on a letter of transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.
or a commercial bank or trust company having an office or correspondent in the
United States or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Exchange Act, unless the outstanding notes tendered with the
letter of transmittal are tendered:

         .    by a registered holder who has not completed the box entitled
              "Special Registration Instructions" or "Special Delivery
              Instructions" in the letter of transmittal; or

         .    for the account of an institution eligible to guarantee
              signatures.

         If the letter of transmittal is signed by a person other than the
registered holder or DTC participant who is listed as the owner, the outstanding
notes must be endorsed or accompanied by appropriate bond powers that authorize
the person to tender the outstanding notes on behalf of the registered holder or
DTC participant who is listed as the owner, in either case signed as the name of
the registered holder(s) who appears on the outstanding notes or the DTC
participant who is listed as the owner, with the signature on the outstanding
note or bond power guaranteed by an eligible guarantor institution. If the
letter of transmittal or any outstanding notes or bond powers are signed or
endorsed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, those persons should so indicate when signing, and unless waived by
us, evidence satisfactory to us of their authority to so act must be submitted
with the letter of transmittal.

         If you tender your outstanding notes through ATOP, signatures and
signature guarantees are not required.

Determination of Validity

         All questions as to the validity, form, eligibility, including time of
receipt, acceptance and withdrawal of the tendered outstanding notes will be
determined by us in our sole discretion. This determination will be final and
binding. We reserve the absolute right to reject any and all outstanding notes
not properly tendered or any outstanding notes our acceptance of which would, in
the opinion of our counsel, be unlawful. We also reserve the absolute right to
waive any irregularities or conditions of tender as to particular outstanding
notes. Our interpretation of the terms and conditions of the exchange offer,
including the instructions in the letter of transmittal, will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of outstanding notes must be cured within the time we
shall determine. Although we intend to notify holders of defects or
irregularities related to tenders of outstanding notes, neither we, the exchange
agent nor any other person shall be under any duty to give notification of
defects or irregularities related to tenders of outstanding notes nor shall any
of them incur liability for failure to give notification. Tenders of outstanding
notes will not be


                                       22



considered to have been made until the irregularities have been
cured or waived. Any outstanding notes received by the exchange agent that we
determine are not properly tendered or the tender of which is otherwise rejected
by us and as to which the defects or irregularities have not been cured or
waived by us will be returned by the exchange agent to the tendering holder
unless otherwise provided in the letter of transmittal, as soon as practicable
following the expiration date.

Guaranteed Delivery Procedures

         Holders who wish to tender their outstanding notes and:

         .    whose outstanding notes are not immediately available;

         .    who cannot complete the procedure for book-entry transfer on a
              timely basis;

         .    who cannot deliver their outstanding notes, the letter of
              transmittal or any other required documents to the exchange agent
              before the expiration date; or

         .    who cannot complete a tender of outstanding notes held in
              book-entry form using DTC's ATOP procedures on a timely basis

may effect a tender if they tender through an eligible institution described
under "--Procedures for Tendering--Signatures," or, if they tender using ATOP's
guaranteed delivery procedures.

         A tender of outstanding notes made by or through an eligible
institution will be accepted if:

         .    before 5:00 p.m., New York City time, on the expiration date, the
              exchange agent receives from an eligible institution a properly
              completed and validly executed notice of guaranteed delivery, by
              facsimile transmittal, mail or hand delivery, that: (1) sets forth
              the name and address of the holder, the registration or
              certificate number or numbers of the holder's outstanding notes
              and the principal amount of the outstanding notes tendered; (2)
              states that the tender is being made; and (3) guarantees that,
              within five business days after the expiration date, a properly
              completed and validly executed letter of transmittal or facsimile,
              together with a certificate(s) representing the outstanding notes
              to be tendered in proper form for transfer, or a confirmation of
              book-entry transfer into the exchange agent's account at DTC of
              outstanding notes delivered electronically, and any other
              documents required by the letter of transmittal will be deposited
              by the eligible institution with the exchange agent; and

         .    the properly completed and validly executed letter of transmittal
              or a manually signed facsimile thereof, together with the
              certificate(s) representing all tendered outstanding notes in
              proper form for transfer, or a book-entry confirmation, and all
              other documents required by the letter of transmittal are received
              by the exchange agent within five business days after the
              expiration date.

         A tender made through DTC's ATOP system will be accepted if:

         .    before 5:00 p.m., New York City time, on the expiration date, the
              exchange agent receives an agent's message from DTC stating that
              DTC has received an express acknowledgment from the participant in
              DTC tendering the outstanding notes that they have received and
              agree to be bound by the notice of guaranteed delivery; and

         .    the exchange agent receives, within five business days after the
              expiration date, either: (1) a book-entry confirmation, including
              an agent's message, transmitted via DTC's ATOP procedures; or (2)
              a properly completed and validly executed letter of transmittal or
              a manually signed facsimile thereof, together with the
              certificate(s) representing all tendered outstanding notes in
              proper form for transfer, or a book-entry confirmation, and all
              other documents required by the letter of transmittal.

         Upon request to the exchange agent, a notice of guaranteed delivery
will be sent to holders who wish to tender their outstanding notes according to
the guaranteed delivery procedures described above.


                                       23



Withdrawal of Tenders

         Except as otherwise provided in this prospectus, tenders of outstanding
notes may be withdrawn at any time before 5:00 p.m., New York City time, on the
expiration date. To withdraw a tender of outstanding notes in the exchange
offer:

         .    a written or facsimile transmission of a notice of withdrawal must
              be received by the exchange agent at its address listed below
              before 5:00 p.m., New York City time, on the expiration date; or

         .    you must comply with the appropriate procedures of DTC's ATOP
              system.


         Any  notice of withdrawal must:

         .    specify the name of the person having deposited the outstanding
              notes to be withdrawn;

         .    identify the outstanding notes to be withdrawn, including the
              registration or certificate number or numbers and principal amount
              of the outstanding notes or, in the case of outstanding notes
              transferred by book-entry transfer, the name and number of the
              account at the book-entry facility to be credited;

         .    be signed by the same person and in the same manner as the
              original signature on the letter of transmittal by which the
              outstanding notes were tendered, including any required signature
              guarantee, or be accompanied by documents of transfer sufficient
              to permit the trustee for the outstanding notes to register the
              transfer of the outstanding notes into the name of the person
              withdrawing the tender; and

         .    specify the name in which any of these outstanding notes are to be
              registered, if different from that of the person who deposited the
              outstanding notes to be withdrawn.


         All questions as to the validity, form and eligibility, including time
of receipt, of the withdrawal notices will be determined by us, whose
determination shall be final and binding on all parties. Any outstanding notes
so withdrawn will be judged not to have been tendered according to the
procedures in this prospectus for purposes of the exchange offer, and no
exchange notes will be issued in exchange for those outstanding notes unless the
outstanding notes so withdrawn are validly retendered. Any outstanding notes
that have been tendered but are not accepted for exchange will be returned to
the holder of the outstanding notes without cost to the holder or, in the case
of outstanding notes tendered by book-entry transfer, into the holder's account
at DTC according to the procedures described above. This return or crediting
will take place as soon as practicable after withdrawal, rejection of tender or
termination of the exchange offer. Properly withdrawn outstanding notes may be
retendered by following one of the procedures described above under
"--Procedures for Tendering" at any time before 5:00 p.m., New York City time,
on the expiration date.

Conditions

         The exchange offer is subject only to the following conditions:

         .    the compliance of the exchange offer with securities laws;

         .    the proper tender of the outstanding notes;

         .    the representation by the holders of the outstanding notes that
              they are not our affiliate, that the exchange notes they will
              receive are being acquired by them in the ordinary course of their
              business and that at the time the exchange offer is completed the
              holder had no plan to participate in the distribution of the
              exchange notes; and

         .    no judicial or administrative proceeding is pending or shall have
              been threatened that would limit us from proceeding with the
              exchange offer.


                                       24



Exchange Agent

         SunTrust Bank, the trustee under the indenture, has been appointed as
exchange agent for the exchange offer. In this capacity, the exchange agent has
no fiduciary duties and will be acting solely on the basis of our directions.
Requests for assistance and requests for additional copies of this prospectus or
of the letter of transmittal should be directed to the exchange agent. You
should send certificates for outstanding notes, letters of transmittal and any
other required documents to the exchange agent addressed as follows:



                                                                
           By Mail:                By Facsimile Transmission:         By Hand or Overnight Delivery:
         SunTrust Bank                   (804) 782-7855                       SunTrust Bank
    Attention: Jim McManus      Confirm Facsimile Transmission by         Attention: Jim McManus
  Corporate Trust Department               Telephone:                   Corporate Trust Department
    10/th/ Floor, HDQ 5310               (804) 782-5726                   10/th/ Floor, HDQ 5310
      919 E. Main Street                                                    919 E. Main Street
   Richmond, Virginia 23219                                              Richmond, Virginia 23219


         Delivery of the letter of transmittal to an address other than as
listed above or transmission of instructions via facsimile other than as
described above does not constitute a valid delivery of the letter of
transmittal.

Solicitation of Tenders, Fees and Expenses

         We will bear the expenses of requesting that holders of outstanding
notes tender those notes for exchange notes. The principal solicitation under
the exchange offer is being made by mail. Additional solicitations may be made
by our officers and regular employees and our affiliates in person, by
telegraph, telephone or telecopier.

         We have not retained any dealer manager in connection with the exchange
offer and will not make any payments to brokers, dealers or other persons
soliciting acceptances of the exchange offer. We, however, will pay the exchange
agent reasonable and customary fees for its services and will reimburse the
exchange agent for its reasonable out-of-pocket costs and expenses in connection
with the exchange offer and will indemnify the exchange agent for all losses and
claims incurred by it as a result of the exchange offer. We may also pay
brokerage houses and other custodians, nominees and fiduciaries the reasonable
out-of-pocket expenses incurred by them in forwarding copies of this prospectus,
letters of transmittal and related documents to the beneficial owners of the
outstanding notes and in handling or forwarding tenders for exchange.

         We will pay the expenses to be incurred in connection with the exchange
offer, including fees and expenses of the exchange agent and trustee and
accounting and legal fees and printing costs.

         You will not be obligated to pay any transfer tax in connection with
the exchange, except if you instruct us to register exchange notes in the name
of, or request that outstanding notes not tendered or not accepted in the
exchange offer be returned to, a person other than you, in which event you will
be responsible for the payment of any applicable transfer tax.

Accounting Treatment

         The exchange notes will be recorded at the same carrying value as the
outstanding notes, as reflected in our accounting records on the date of the
exchange. Accordingly, we will recognize no gain or loss for accounting purposes
upon the closing of the exchange offer. We will amortize the expenses of the
exchange offer over the term of the exchange notes under generally accepted
accounting principles.

Participation in the Exchange Offer, Untendered Notes

         Participation in the exchange offer is voluntary. Holders of the
outstanding notes are urged to consult their financial and tax advisors in
making their own decisions on what action to take.

         As a result of the making of, and upon acceptance for exchange of all
outstanding notes tendered under the terms of, this exchange offer, we will have
fulfilled a covenant contained in the terms of the exchange and


                                       25



registration rights agreement. Holders of the outstanding notes who do not
tender in the exchange offer will continue to hold their outstanding notes and
will be entitled to all the rights, and subject to the limitations, applicable
to the outstanding notes under the indenture. Holders of outstanding notes will
no longer be entitled to any rights under the exchange and registration rights
agreement that by their terms terminate or cease to have further effect as a
result of the making of this exchange offer. All untendered outstanding notes
will continue to be subject to the restrictions on transfer described in the
indenture. To the extent that outstanding notes are tendered and accepted in the
exchange offer, the trading market for untendered outstanding notes could be
adversely affected. This is because there will probably be many fewer remaining
outstanding notes outstanding following the exchange offer, significantly
reducing the liquidity of the untendered notes. See "Risks Relating to the
Notes--Failure to Exchange Outstanding Notes."

         We may in the future seek to acquire untendered outstanding notes in
the open market or through privately negotiated transactions, through subsequent
exchange offers or otherwise. We intend to make any acquisitions of outstanding
notes following the applicable requirements of the Exchange Act, and the rules
and regulations of the Securities and Exchange Commission under the Exchange
Act, including Rule 14e-1, to the extent applicable. We have no present plan to
acquire any outstanding notes that are not tendered in the exchange offer or to
file a registration statement to permit resales of any outstanding notes that
are not tendered in the exchange offer.


                                       26



                                 USE OF PROCEEDS

         We will not receive any cash proceeds from the exchange offer. We used
approximately $160.1 million of the proceeds from the note offering to fund the
tender offer and the related call for redemption for the 2006 notes. We intend
to use the remaining net proceeds from the note offering for general corporate
purposes, which may include the repurchase or redemption of a portion of the
outstanding $2.6875 Term Convertible Securities, Series A of Owens & Minor Trust
I, and the related 5.375% Junior Subordinated Debentures due 2013, and/or the
implementation of our third-party logistics business development strategy.
Pending their ultimate use, we have applied the remaining net proceeds from the
offering to reduce the level of receivables transferred under our receivables
financing facility. See "Description of Existing Financing Arrangements."


                                       27



                                 CAPITALIZATION

         The following table shows our capitalization as of June 30, 2001 on an
actual basis and as adjusted to give effect to the offering of the outstanding
notes on July 2, 2001 and the application of the net proceeds as described in
"Use of Proceeds." You should read this table in conjunction with our
consolidated financial statements and the related notes to our consolidated
financial statements, which are incorporated by reference in this prospectus.
See "Use of Proceeds," "Selected Consolidated Financial Data" and "Description
of Existing Financing Arrangements."



                                                                                 June 30, 2001
                                                                           ------------------------
                                                                                             As
                                                                             Actual       Adjusted
                                                                           ----------    ----------
(in thousands)                                                                   (unaudited)

                                                                                   
Cash and cash equivalents .............................................    $    1,423    $    1,423
                                                                           ==========    ==========

Debt (including current maturities):
     Revolving credit facility ........................................    $    6,100    $       --
     10.875% senior subordinated notes due 2006 .......................       150,000            --
     8 1/2% senior subordinated notes .................................            --       200,000
     Other ............................................................           672           672
                                                                           ----------    ----------
           Total debt .................................................       156,772       200,672

Mandatorily redeemable preferred securities ...........................       132,000       132,000

Shareholders' equity:
     Common stock .....................................................        67,516        67,516
     Paid-in capital ..................................................        25,030        25,030
     Retained earnings ................................................       141,694       134,642
     Accumulated other comprehensive loss .............................          (623)         (623)
                                                                           ----------    ----------
Total shareholders' equity ............................................       233,617       226,565
                                                                           ----------    ----------
     Total capitalization/(1)/ ........................................    $  522,389    $  559,237
                                                                           ==========    ==========


----------------------------

/(1)/ As of June 30, 2001, we had received $105.0 million under our receivables
      financing facility. As adjusted to give effect to the note offering of the
      outstanding notes on July 2, 2001 and the application of the proceeds as
      described in "Use of Proceeds," we would have had $77.0 million
      outstanding under the receivables financing facility.

                                       28



                      SELECTED CONSOLIDATED FINANCIAL DATA

          The following table summarizes our selected consolidated financial
     data, which you should read in conjunction with our consolidated financial
     statements and related notes and "Management's Discussion and Analysis of
     Financial Condition and Results of Operations" included in our Annual
     Report on Form 10-K for the year ended December 31, 2000 and Quarterly
     Report on Form 10-Q for the period ended June 30, 2001. The selected
     consolidated financial data as of and for each of the years in the
     five-year period ended December 31, 2000 have been derived from our audited
     consolidated financial statements and the selected consolidated financial
     data as of and for the six months ended June 30, 2000 and 2001 have been
     derived from our unaudited consolidated quarterly financial statements. The
     consolidated balance sheets as of December 31, 1999 and 2000 and the
     consolidated statements of operations for each of the years in the
     three-year period ended December 31, 2000, and the independent auditors'
     report thereon, are incorporated by reference in this prospectus from our
     Annual Report on Form 10-K for the year ended December 31, 2000. The
     unaudited consolidated balance sheet as of June 30, 2001 and the unaudited
     consolidated statements of operations for the six months ended June 30,
     2000 and 2001 are incorporated by reference in this prospectus from our
     Quarterly Report on Form 10-Q for the period ended June 30, 2001.



                                                                                                                   Six Months
                                                                  Year Ended December 31,                        Ended June 30,
                                                ----------------------------------------------------------   ----------------------
                                                   1996        1997        1998      1999/(1)/     2000         2000        2001
                                                ----------  ----------  ----------  ----------  ----------   ----------  ----------
(in thousands, except per share data)                                                                              (unaudited)
                                                                                                    
Statement of Income Data/(2)/:
Net sales ....................................  $3,025,341  $3,124,062  $3,090,048  $3,194,134  $3,503,583   $1,731,972  $1,878,039
Cost of goods sold ...........................   2,720,613   2,800,044   2,755,158   2,851,556   3,127,911    1,547,208   1,678,435
                                                ----------  ----------  ----------  ----------  ----------   ----------  ----------
Gross margin .................................     304,728     324,018     334,890     342,578     375,672      184,764     199,604
                                                ----------  ----------  ----------  ----------  ----------   ----------  ----------
Selling, general and administrative expenses .     240,042     242,136     247,472     249,960     268,205      134,350     145,995
Depreciation and amortization ................      16,098      17,664      18,270      19,365      21,515       10,431      11,228
Interest expense, net ........................      18,954      15,703      14,066      11,860      12,566        6,358       6,808
Discount on accounts receivable
   securitization ............................       6,521       6,584       4,655       5,240       6,881        3,818       2,905
Distributions on mandatorily redeemable
   preferred securities ......................          --          --       4,494       7,095       7,095        3,548       3,548
Restructuring expense (credit)/(3)/...........          --          --      11,200      (1,000)       (750)        (750)     (1,476)
                                                ----------  ----------  ----------  ----------  ----------   ----------  ----------
Total expenses ...............................     281,615     282,087     300,157     292,520     315,512      157,755     169,008
                                                ----------  ----------  ----------  ----------  ----------   ----------  ----------
Income before income taxes ...................      23,113      41,931      34,733      50,058      60,160       27,009      30,596
Income tax provision .........................      10,148      17,611      14,588      22,079      27,072       12,154      13,462
                                                ----------  ----------  ----------  ----------  ----------   ----------  ----------
Net income ...................................      12,965      24,320      20,145      27,979      33,088       14,855      17,134
Dividends on preferred stock .................       5,175       5,175       1,898          --          --           --          --
                                                ----------  ----------  ----------  ----------  ----------   ----------  ----------
Net income attributable to common stock ......  $    7,790  $   19,145  $   18,247  $   27,979  $   33,088   $   14,855  $   17,134
                                                ==========  ==========  ==========  ==========  ==========   ==========  ==========

Common share information:
Net income per common share--basic ...........  $     0.25  $     0.60  $     0.56  $     0.86  $     1.01   $     0.46  $     0.52
Net income per common share--diluted .........  $     0.25  $     0.60  $     0.56  $     0.82  $     0.94   $     0.43  $     0.48
Average number of shares outstanding--basic ..      31,707      32,048      32,488      32,574      32,712       32,590      33,137
Average number of shares
   outstanding--diluted.......................      31,809      32,129      32,591      39,098      39,453       39,274      40,150
Cash dividends per common share ..............  $     0.18  $     0.18  $     0.20  $     0.23  $     0.25   $     0.12  $     0.13

Balance Sheet Data (end of period):
Working capital ..............................  $  192,990  $  233,789  $  235,247  $  219,448  $  233,637   $  211,184  $  260,356
Inventory ....................................     281,839     285,529     275,094     342,478     315,570      362,485     376,277
Total assets .................................     679,501     712,563     717,768     865,000     867,548      868,742     911,177
Long-term debt ...............................     167,549     182,550     150,000     174,553     152,872      151,972     156,100
Mandatorily redeemable preferred securities ..          --          --     132,000     132,000     132,000      132,000     132,000
Shareholders' equity/(4)/ ....................     242,400     259,301     161,126     182,381     212,772      194,929     233,617



                                       29





                                                                                                                   Six Months
                                                                      Year Ended December 31,                    Ended June 30,
                                                     ------------------------------------------------------    ------------------
                                                       1996       1997       1998      1999/(1)/     2000        2000      2001
                                                     --------   --------   --------    --------    --------    --------  --------
(in thousands, except percentages and ratios)                                                                      (unaudited)
                                                                                                 
Supplemental Non-GAAP Data:
Outstanding financing/(5)/ .......................   $293,549   $292,550   $225,000    $280,790    $233,533    $260,929  $261,772
Adjusted cash flow from operations/(6)/ ..........    121,432     24,022     67,485      61,677      68,767      46,180   (16,818)
Capital expenditures .............................     13,227     11,967     12,609      22,105      19,627       9,551     9,205

Historical Ratios/(2)/:
Gross margin as a percent of net sales ...........       10.1%      10.4%      10.8%       10.7%       10.7%       10.7%     10.6%
SG&A as a percent of net sales ...................        7.9%       7.8%       8.0%        7.8%        7.7%        7.8%      7.8%
Average receivable days sales outstanding/(7)/ ...       37.3       32.4       33.5        34.9        33.3        33.4      32.9
Average inventory turnover .......................        8.9x       9.9x       9.8x        9.2x        9.5x        8.8x      9.8x
Earnings to fixed charges/(8)/ ...................        1.3x       1.8x       1.9x        2.5x        2.7x        2.5x      2.7x


     ----------------------------

     (1)  On July 30, 1999, we acquired certain net assets of Medix, Inc. This
          acquisition was accounted for as a purchase.
     (2)  Net sales, gross margin, selling, general and administrative expenses
          and all related ratios have been restated for all periods in
          accordance with Emerging Issues Task Force Issue 00-10, Accounting for
          Shipping and Handling Fees and Costs. See note 1 to our consolidated
          financial statements, which are incorporated by reference in this
          prospectus from our Annual Report on Form 10-K for the year ended
          December 31, 2000.
     (3)  In 1998, we incurred $11.2 million, or $6.6 million after taxes, of
          restructuring expenses. In the years ended December 31, 1999 and 2000,
          and for the six months ended June 30, 2001, we reduced the
          restructuring accrual by $1.0 million, $0.8 million and $1.5 million,
          respectively, or $0.6 million, $0.4 million and $0.8 million,
          respectively, after taxes. See note 3 to our consolidated financial
          statements, which are incorporated by reference in this prospectus
          from our Annual Report on Form 10-K for the year ended December 31,
          2000 and note 6 to our consolidated financial statements, which are
          incorporated by reference in this prospectus from our Quarterly Report
          on Form 10-Q for the period ended June 30, 2001.
     (4)  Shareholders' equity included $115.0 million of preferred stock at
          December 31, 1996 and 1997.
     (5)  Outstanding financing includes debt and sales of accounts receivable
          under our off balance sheet receivables financing facility. See
          "Description of Existing Financing Arrangements."
     (6)  Cash flow from operations has been adjusted to exclude proceeds from
          sales and collections of accounts receivable under our off balance
          sheet receivables financing facility. See "Description of Existing
          Financing Arrangements."
     (7)  Excludes the impact of our off balance sheet receivables financing
          facility. See "Description of Existing Financing Arrangements."
     (8)  For purposes of computing this ratio, earnings consist of income
          before income taxes and fixed charges. Fixed charges consist of
          interest expense, discount on accounts receivable securitization,
          amortization of debt issuance costs, distributions on mandatorily
          redeemable preferred securities, preferred dividend requirements and
          one-third of rental expense (the portion considered representative of
          the interest factor).


                                       30



                 DESCRIPTION OF EXISTING FINANCING ARRANGEMENTS

Revolving Credit Facility

     On April 24, 2000, Owens & Minor, Inc., as borrower, certain of our
subsidiaries, as guarantors, and certain lenders, entered into a credit
agreement that provides for our $225.0 million revolving credit facility.
Borrowings under the revolving credit facility are guaranteed by our
subsidiaries Owens & Minor Medical, Inc., National Medical Supply Corporation,
Owens & Minor West, Inc., Koley's Medical Supply, Inc. and Stuart Medical, Inc.
The revolving credit facility expires in April 2003. Borrowings under the
revolving credit facility bear interest based on, at our discretion, the prime
rate of Bank of America, N.A. or LIBOR.

     Borrowings under the revolving credit facility are general unsecured
obligations of Owens & Minor, Inc., and rank senior in right of payment to the
notes. The guarantees of the revolving credit facility are general unsecured
obligations of the guarantors and rank senior in right of payment to the
guarantees of the notes. We are charged a commitment fee of between 0.200% and
0.275% on the unused portion of the revolving credit facility and a utilization
fee of 0.250% if borrowings exceed $112.5 million. On June 12, 2001, we amended
the revolving credit facility to authorize the offering of the outstanding notes
and apply the net proceeds as described in this prospectus and to increase the
commitment fee we are charged to between 0.225% and 0.300% on the unused portion
of the revolving credit facility. Under the amendment, the utilization fee
remains unchanged. Lenders under the revolving credit facility were paid a fee
in respect of such amendment. The terms of the revolving credit facility limit
the amount of indebtedness that we may incur, require us to maintain certain
levels of net worth, current ratio, leverage ratio and fixed charge coverage,
and restrict our ability to alter materially the character of our business
through consolidation, merger or purchase or sale of assets. At June 30, 2001,
we were in compliance with these covenants.

Receivables Financing Facility

     Under the receivables financing facility, O&M Funding Corp., our
special-purpose subsidiary, is entitled, through July 10, 2002, to transfer,
without recourse, our trade receivables and to receive up to $225.0 million from
such transfer from a group of unrelated third-party purchasers for consideration
that reflects a cost of funds at commercial paper rates, the prime rate or
LIBOR, plus a charge for administrative and credit support services.

     The receivables financing facility requires us to maintain certain levels
of net worth, current ratio, leverage ratio and fixed coverage, and restricts
our ability to alter materially the character of our business through
consolidation, merger, or purchase or sale of assets. We continue to service the
receivables that are transferred under the receivables financing facility. At
June 30, 2001, net accounts receivable of $105.0 million had been transferred,
without recourse, under the receivables financing facility, and as a result,
have been de-recognized in the consolidated balance sheet.

2006 Notes

     In May 1996, we issued $150.0 million of 10 7/8% Senior Subordinated Notes
due 2006. On June 5, 2001, we commenced a tender offer to purchase any and all
of the 2006 notes. As of 5:00 p.m., New York City time, on Monday, July 2, 2001,
the expiration date, we accepted tender of 2006 notes from holders of
$119,740,000 (or 79.8%) of the $150,000,000 outstanding principal amount of the
2006 notes. The remaining $30,260,000 of 2006 notes were redeemed on August 2,
2001 at a redemption price of 105.4375% of the principal amount thereof, plus
accrued and unpaid interest to August 2, 2001. See "Summary--Tender Offer."

Trust Preferred Securities

     In May 1998, Owens & Minor Trust I, a statutory business trust established
by us, issued 2,640,000 shares of trust preferred securities, for aggregate
proceeds of $132.0 million. Each trust preferred security has a liquidation
value of $50. The net proceeds were invested by the Trust in our 5.375% Junior
Subordinated Convertible Debentures. The junior subordinated debentures are the
sole assets of the Trust. We applied substantially all of the net proceeds of
the junior subordinated debentures to repurchase 1,150,000 shares of our Series
B Cumulative Preferred Stock at its par value.

                                       31



     The trust preferred securities accrue and pay quarterly cash distributions
at an annual rate of 5.375% of the liquidation value. Each trust preferred
security is convertible into 2.4242 shares of our common stock at the holder's
option prior to May 1, 2013. The trust preferred securities are mandatorily
redeemable upon the maturity of the junior subordinated debentures on April 30,
2013, and may be redeemed by us in whole or in part after May 1, 2001. The
payment obligations of the Trust are fully and unconditionally guaranteed by us,
as provided under the terms of the trust preferred securities.

                                       32



                        DESCRIPTION OF THE EXCHANGE NOTES

     As used below in this "Description of the Exchange Notes" section, the
"Company" means Owens & Minor, Inc., but not any of our subsidiaries, unless
otherwise specified, and the "Notes" means the exchange notes to be issued in
the exchange offer. The Company issued the outstanding notes and will issue the
exchange notes under an indenture, dated as of July 2, 2001 (the "Original
Indenture"), as supplemented by the first supplemental indenture, dated as of
July 2, 2001 (the "First Supplemental Indenture" and together with the Original
Indenture, the "Indenture"), in each case between the Company, the Guarantors
and SunTrust Bank as Trustee (the "Trustee").

     The statements under this caption relating to the Notes, the Guarantees and
the Indenture are summaries and do not purport to be complete, and where
reference is made to particular provisions of the Indenture, such provisions,
including the definitions of certain terms, are incorporated by reference as a
part of such summaries or terms, which are qualified in their entirety by such
reference. The Original Indenture and the First Supplemental Indenture have been
filed as exhibits to the registration statement of which this prospectus forms a
part. You are encouraged to read the Indenture because it, and not this
description, defines your rights as holders of the Notes. You can find the
definitions of capitalized terms used in this description under the subheading
"Certain Definitions."

General

     The Notes will be general unsecured senior subordinated obligations of the
Company, will be offered in an aggregate principal amount of $200 million and
will rank subordinate in right of payment to all existing and future Senior
Indebtedness of the Company and will be effectively subordinated to all existing
and future indebtedness and other liabilities of subsidiaries of the Company
which are not Guarantors. The Company may issue additional notes from time to
time after this exchange offer. Any issuance of additional notes is subject to
the covenants relating to the Notes. The Notes and any additional Notes
subsequently issued under the Indenture may be treated as a single class for all
purposes under the Indenture, including, without limitation, waivers,
amendments, redemptions and Offers to Purchase. The Notes will rank pari passu
in right of payment with all other senior subordinated indebtedness of the
Company. The Notes will be guaranteed on a joint and several basis by each of
the Guarantors pursuant to the Guarantees described below. The Guarantees will
be general unsecured senior subordinated obligations of the Guarantors and will
rank subordinate in right of payment to all existing and future Guarantor Senior
Indebtedness. The Guarantees will rank pari passu in right of payment with all
other existing and future senior subordinated indebtedness of the Guarantors. At
June 30, 2001, on a pro forma basis after giving effect to the note offering and
the application of the proceeds as described in "Use of Proceeds," the Company
would have had approximately $0.7 million of Senior Indebtedness outstanding,
none of which consisted of borrowings under the Revolving Credit Facility, which
would have been guaranteed by the Guarantors on a senior basis. Secured
creditors of the Company or any Guarantor, if any, will have a claim on the
assets which secure such obligations prior to claims of the Holders of the Notes
against those assets.

     The Notes will mature on July 15, 2011 and will bear interest at the rate
per annum shown on the front cover of this prospectus from the date of issuance
or from the most recent interest payment date to which interest has been paid or
provided for. Interest will be payable semiannually on January 15 and July 15 of
each year, commencing January 15, 2002, to the Person in whose name a Note is
registered at the close of business on the preceding January 1 or July 1 (each,
a "Record Date"), as the case may be. Interest on the Notes will be computed on
the basis of a 360-day year of twelve 30-day months.

     The Notes will be issued only in fully registered form, without coupons, in
denominations of $1,000 and any integral multiple thereof. No service charge
will be made for any registration of transfer or exchange of Notes, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

     Initially, the Trustee will act as paying agent and registrar for the
Notes. The Notes may be presented for registration of transfer and exchange at
the offices of the registrar for the Notes.

     As of the date of the Indenture, all of the Company's subsidiaries will be
"Restricted Subsidiaries." However, under the circumstances described below
under the subheading "--Covenants--Designation of Restricted and Unrestricted
Subsidiaries," we will be permitted to designate certain of the Company's
subsidiaries

                                       33



as "Unrestricted Subsidiaries." Our Unrestricted Subsidiaries will not be
subject to many of the restrictive covenants in the Indenture. Our Unrestricted
Subsidiaries will not guarantee the Notes.

     If a Holder has given wire transfer instructions to the Company, the
Company will pay all principal, interest and premium, if any, on that Holder's
Notes in accordance with those instructions. All other payments on Notes will be
made at the office or agency of the paying agent and registrar within the City
and State of New York unless the Company elects to make interest payments by
check mailed to the Holders at their address set forth in the register of
Holders. Holders must surrender the Notes to the paying agent for the Notes to
collect principal payments.

Optional Redemption

     The Notes will be subject to redemption, at the option of the Company, in
whole or in part, at any time on or after July 15, 2006 and prior to maturity,
upon not less than 30 nor more than 60 days' notice mailed to each Holder of
Notes to be redeemed at his address appearing in the register for the Notes, in
amounts of $1,000 or an integral multiple of $1,000, at the following redemption
prices (expressed as percentages of principal amount) plus accrued interest to
but excluding the date fixed for redemption (subject to the right of Holders of
record on the relevant Record Date to receive interest due on an interest
payment date that is on or prior to the date fixed for redemption), if redeemed
during the 12-month period beginning July 15 of the years indicated:

                                                   Redemption
                 Year                                Price
                 ----                                -----
                 2006 .......................       104.250%
                 2007 .......................       102.833%
                 2008 .......................       101.417%
                 2009 and thereafter ........       100.000%

     In addition, prior to July 15, 2004, the Company may redeem up to 35% of
the original principal amount of the Notes with the net cash proceeds received
by the Company from a public offering of Capital Stock of the Company (other
than Disqualified Stock), at a redemption price (expressed as a percentage of
the principal amount) of 108.500% of the principal amount thereof, plus accrued
and unpaid interest to the date fixed for redemption; provided, however, that at
least 65% of the original principal amount of the Notes remains outstanding
immediately after any such redemption (excluding any Notes owned by the Company
or any of its Affiliates). Notice of redemption pursuant to this paragraph must
be mailed to holders of Notes not later than 60 days following the consummation
of such public offering.

     Selection of Notes for any partial redemption shall be made by the Trustee,
in accordance with the rules of any national securities exchange on which the
Notes may be listed or, if the Notes are not so listed, pro rata or by lot or in
such other manner as the Trustee shall deem appropriate and fair. Notes in
denominations larger than $1,000 may be redeemed in part but only in integral
multiples of $1,000. Notice of redemption will be mailed before the date fixed
for redemption to each holder of Notes to be redeemed at his or her registered
address. On and after the date fixed for redemption, interest will cease to
accrue on Notes or portions thereof called for redemption.

     The Notes will not have the benefit of any sinking fund.

Subordination

     The payment of the principal of, premium, if any, and interest on the Notes
is subordinated in right of payment, to the extent and in the manner provided in
the Indenture, to the prior payment in full of all Senior Indebtedness.

     Upon any payment or distribution of assets or securities of the Company of
any kind or character, whether in cash, property or securities, upon any
dissolution or winding-up or total or partial liquidation or reorganization of
the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due with respect
to Senior Indebtedness (including any interest accruing subsequent to an event
of bankruptcy to the extent that such interest is an allowed claim enforceable
against the debtor under the Bankruptcy Law) shall first be paid in full, or
payment provided for, before the Holders of the Notes or the Trustee on behalf
of such Holders shall be entitled to receive any payment by the Company of the
principal of, premium, if

                                       34



any, or interest on the Notes, or any payment to acquire any of the Notes for
cash, property or securities, or any distribution with respect to the Notes of
any cash, property or securities. Before any payment may be made by, or on
behalf of, the Company of the principal of, premium, if any, or interest on the
Notes upon any such dissolution or winding-up or liquidation or reorganization,
any payment or distribution of assets or securities of the Company of any kind
or character, whether in cash, property or securities, to which the Holders of
the Notes or the Trustee on their behalf would be entitled, but for the
subordination provisions of the Indenture, shall be made by the Company or by
any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, directly to the holders of the Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders) or their representatives or to the
trustee or trustees under any indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear, to
the extent necessary to pay all such Senior Indebtedness in full after giving
effect to any concurrent payment, distribution or provision therefor to or for
the holders of such Senior Indebtedness.

     No direct or indirect payment by or on behalf of the Company of principal
of, premium, if any, or interest on the Notes, whether pursuant to the terms of
the Notes, upon acceleration or otherwise, will be made if, at the time of such
payment, there exists a default in the payment of all or any portion of the
obligations on any Designated Senior Indebtedness, whether at maturity, on
account of mandatory redemption or prepayment, acceleration or otherwise (and
the Trustee has received written notice thereof), and such default shall not
have been cured or waived or the benefits of this sentence waived by or on
behalf of the holders of such Designated Senior Indebtedness. In addition,
during the continuance of any non-payment default or non-payment event of
default with respect to any Designated Senior Indebtedness pursuant to which the
maturity thereof may be accelerated, and upon receipt by the Trustee of written
notice (a "Payment Blockage Notice") from the holder or holders of such
Designated Senior Indebtedness or the trustee or agent acting on behalf of such
Designated Senior Indebtedness, then, unless and until such default or event of
default has been cured or waived or has ceased to exist or such Designated
Senior Indebtedness has been discharged or repaid in full, no direct or indirect
payment will be made by or on behalf of the Company of principal of, premium, if
any, or interest on the Notes, except from those funds held in trust for the
benefit of the Holders of any Notes to such Holders, during a period (a "Payment
Blockage Period") commencing on the date of receipt of such notice by the
Trustee and ending 179 days thereafter. Notwithstanding anything in the
subordination provisions of the Indenture or the Notes to the contrary, (x) in
no event will a Payment Blockage Period extend beyond 179 days from the date the
Payment Blockage Notice in respect thereof was given and (y) in no event will a
Payment Blockage Notice be effective for purposes thereof unless and until 360
days have elapsed since the effectiveness of the immediately prior Payment
Blockage Notice. Not more than one Payment Blockage Period may be commenced with
respect to the Notes during any period of 360 consecutive days. No default or
event of default that existed or was continuing on the date of commencement of
any Payment Blockage Period with respect to the Designated Senior Indebtedness
initiating such Payment Blockage Period may be, or be made, the basis for the
commencement of any other Payment Blockage Period by the holder or holders of
such Designated Senior Indebtedness or the trustee or agent acting on behalf of
such Designated Senior Indebtedness, whether or not within a period of 360
consecutive days, unless such default or event of default has been cured or
waived for a period of not less than 90 consecutive days.

     The failure to make any payment or distribution for or on account of the
Notes by reason of the provisions of the Indenture described under this
"Subordination" heading will not be construed as preventing the occurrence of an
Event of Default described in clause (a), (b) or (c) of the first paragraph
under "--Events of Default."

     By reason of the subordination provisions described above, in the event of
insolvency of the Company, funds which would otherwise be payable to Holders of
the Notes will be paid to the holders of Senior Indebtedness to the extent
necessary to pay the Senior Indebtedness in full, and the Company may be unable
to fully meet its obligations with respect to the Notes. Subject to the
restrictions set forth in the Indenture, in the future the Company may issue
additional Senior Indebtedness.

The Guarantees

     The Indenture will provide that each of the Guarantors will unconditionally
guarantee on a joint and several basis all of the Company's obligations under
the Notes, including its obligations to pay principal, premium, if any, and
interest with respect to the Notes. The obligations of each Guarantor are
limited to the maximum amount which, after giving effect to all other contingent
and fixed liabilities of such Guarantor and after giving effect to any
collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or
pursuant to its contribution obligations under the Indenture, will

                                       35



result in the obligations of such Guarantor under the Guarantee not constituting
a fraudulent conveyance or fraudulent transfer under federal or state law. Each
Guarantor that makes a payment or distribution under a Guarantee shall be
entitled to a contribution from each other Guarantor in an amount pro rata,
based on the net assets of each Guarantor determined in accordance with GAAP.
Except as provided in "--Covenants" below, the Company is not restricted from
selling, liquidating, reorganizing or otherwise disposing of any of the
Guarantors.

         The Indenture will provide that each Restricted Subsidiary which
guarantees or otherwise provides credit support (pursuant to the grant of a
security interest or otherwise) for any obligation of the Company or any of its
Subsidiaries under the Revolving Credit Facility and each future Restricted
Subsidiary that guarantees or otherwise provides credit support (pursuant to the
grant of a security interest or otherwise) for any obligation of the Company or
any of its Subsidiaries under the Revolving Credit Facility will become a
Guarantor of the Notes.

         The Indenture will provide that if (w) any Guarantor is released from
its guarantee and all other obligations (including any Liens) in respect of the
Revolving Credit Facility, (x) the Notes are defeased in accordance with the
terms of the Indenture, (y) if all or substantially all of the assets of any
Guarantor or all of the Capital Stock of any Guarantor is sold (including by
issuance or otherwise) by the Company or any of its Subsidiaries in a
transaction constituting an Asset Disposition, and if (1) the Net Available
Proceeds from such Asset Disposition are used in accordance with the covenant
described under "--Covenants--Limitation on Certain Asset Dispositions" or (2)
the Company delivers to the Trustee an Officers' Certificate to the effect that
the Net Available Proceeds from such Asset Disposition shall be used in
accordance with the covenant described under "--Covenants--Limitation on Certain
Asset Dispositions" and within the time limits specified by such covenant, or
(z) if the Company designates any Restricted Subsidiary that is a Guarantor as
an Unrestricted Subsidiary in accordance with the applicable provisions of the
Indenture, then in each such case, such Guarantor (in the event of a sale or
other disposition of all of the Capital Stock of such Guarantor or in the event
of designation of Restricted Subsidiary as an Unrestricted Subsidiary) or the
corporation acquiring such assets (in the event of a sale or other disposition
of all or substantially all of the assets of such Guarantor) shall be released
and discharged of its Guarantee obligations.

     The obligations of each Guarantor under its Guarantee are subordinated to
the prior payment in full of all Guarantor Senior Indebtedness of such Guarantor
to substantially the same extent as the Notes are subordinated to Senior
Indebtedness.

Suspended Covenants

     During any period of time that the Notes have an Investment Grade Rating
from both of the Rating Agencies and no Default has occurred and is continuing
under the Indenture, the Company and its Restricted Subsidiaries will not be
subject to the provisions of the Indenture described below under the following
headings under "--Covenants":

     .    "--Limitation on Indebtedness,"

     .    "--Limitation on Senior Subordinated Indebtedness,"

     .    "--Limitation on Restricted Payments,"

     .    "--Limitation Concerning Distributions and Transfers by Subsidiaries,"

     .    "--Limitation on Certain Asset Dispositions,"

     .    "--Limitation on Issuance and Sale of Capital Stock of Subsidiaries,"
          and

     .    "--Limitation on Transactions with Affiliates and Related Persons,"

(collectively, the "Suspended Covenants"); provided, however, such covenants
shall not be suspended if the Investment Grade Rating was obtained, directly or
indirectly, by our merger, consolidation or otherwise with a Person that had an
Investment Grade Rating from either of the Rating Agencies and the Company at
such time did not have an Investment Grade Rating from both of the Rating
Agencies; and provided further, that the provisions of the Indenture described
below under the following headings under "--Covenants:"

                                       36



     .    "--Merger, Consolidation or Sale of Assets,"

     .    "--Change of Control,"

     .    "--Additional Subsidiary Guarantees,"

     .    "--Limitation on Liens,"

     .    "--Provision of Financial Information," and

     .    "--Designation of Restricted and Unrestricted Subsidiaries"

will not be so suspended; and provided further, that if the Company and its
Restricted Subsidiaries are not subject to the Suspended Covenants for any
period of time as a result of the preceding sentence and, subsequently, a Rating
Agency which had given the Notes an Investment Grade Rating withdraws its rating
or downgrades the rating assigned to the Notes below the Investment Grade
Ratings so that the Notes do not have an Investment Grade Rating from both
Rating Agencies, or a Default (other than with respect to the Suspended
Covenants) occurs and is continuing, the Company and its Restricted Subsidiaries
will thereafter again be subject to the Suspended Covenants, subject to the
terms, conditions and obligations set forth in the Indenture (each such date of
reinstatement being the "Reinstatement Date"), including those set forth in the
preceding sentence. Compliance with the Suspended Covenant with respect to
Restricted Payments made after the Reinstatement Date will be calculated in
accordance with the terms of the covenant described under
"--Covenants--Limitation on Restricted Payments" as though such covenant had
been in effect during the entire period of time from which the Notes are issued.
As a result, during any period in which the Company and its Restricted
Subsidiaries are not subject to the Suspended Covenants, the Notes will be
entitled to substantially reduced covenant protection.

Covenants

     The Indenture contains, among others, the following covenants:

Limitation on Indebtedness

     The Indenture will provide that the Company will not, and will not permit
any of its Restricted Subsidiaries to, Incur, directly or indirectly, any
Indebtedness (including Acquired Debt), except:

          (i)   Indebtedness (including Acquired Debt) of the Company or the
     Guarantors, if immediately after giving effect to the Incurrence of such
     Indebtedness and the receipt and application of the net proceeds thereof,
     the Consolidated Cash Flow Ratio of the Company for the four full fiscal
     quarters for which quarterly or annual financial statements are available
     preceding the Incurrence of such Indebtedness, calculated on a pro forma
     basis as if such Indebtedness had been Incurred on the first day of such
     four full fiscal quarters, would be greater than 2.00 to 1.00;

          (ii)  Indebtedness of the Company, and guarantees of such Indebtedness
     by any Guarantor, Incurred under the Revolving Credit Facility in an
     aggregate principal amount outstanding at any one time not to exceed the
     greater of (x) $300 million less the aggregate amount of all Net Available
     Proceeds of Asset Sales applied by the Company or any of its Subsidiaries
     to repay any revolving credit Indebtedness under the Revolving Credit
     Facility and effect a corresponding commitment reduction thereunder
     pursuant to the covenant described below under the caption "--Limitation on
     Certain Asset Dispositions;" or (y) the sum of

                (A) 85% of Eligible Accounts Receivable and

                (B) 50% of Eligible Inventory;

          (iii) Indebtedness owed by the Company to any Guarantor or
     Indebtedness owed by a Restricted Subsidiary of the Company to the Company
     or a Guarantor; provided, however, upon either

                    (I)  the transfer or other disposition by such Subsidiary or
               the Company of any Indebtedness so permitted under this clause
               (iii) to a Person other than the Company or a Guarantor or

                                       37



                    (II) the issuance (other than directors' qualifying shares),
                sale, transfer or other disposition of shares of Capital Stock
                or other ownership interests (including by consolidation or
                merger) of such Guarantor to a Person other than the Company or
                another such Guarantor,

     the provisions of this clause (iii) shall no longer be applicable to such
     Indebtedness and such Indebtedness shall be deemed to have been Incurred at
     the time of any such issuance, sale, transfer or other disposition, as the
     case may be;

          (iv)  Indebtedness of the Company or its Restricted Subsidiaries under
     any interest rate or currency swap agreement to the extent entered into to
     hedge any other Indebtedness permitted under the Indenture that are
     incurred in the normal course of business for the purpose of fixing or
     hedging currency, commodity or interest rate risk (including with respect
     to any floating or fixed rate Indebtedness that is permitted by the terms
     of the Indenture to be outstanding in connection with the conduct of the
     Company or its Subsidiaries businesses and not for speculative purposes)
     and any interest rate swap agreement entered into to hedge obligations
     under (x) any Qualified Securitization Transaction or (y) the Trust
     Obligations;

          (v)   Indebtedness Incurred to renew, extend, refinance or refund
     (collectively for purposes of this clause (v) to "refund") any Indebtedness
     outstanding on the Issue Date and Indebtedness Incurred under the prior
     clause (i) above or the Notes; provided, however, that

                    (I)  such Indebtedness does not exceed the principal amount
                (or accrual amount, if less) of Indebtedness so refunded plus
                the amount of any premium required to be paid in connection with
                such refunding pursuant to the terms of the Indebtedness
                refunded or the amount of any premium reasonably determined by
                the Company as necessary to accomplish such refunding by means
                of a tender offer, exchange offer, or privately negotiated
                repurchase, plus the expenses of the Company or such Restricted
                Subsidiary incurred in connection therewith and

                   (II)  (A) in the case of any refunding of (x) Indebtedness
                that is pari passu with the Notes and (y) the Trust Securities,
                such refunding Indebtedness is made pari passu with or
                subordinate in right of payment to the Notes, and, in the case
                of any refunding of Indebtedness that is subordinate in right of
                payment to the Notes, such refunding Indebtedness is subordinate
                in right of payment to the Notes on terms no less favorable to
                the Holders than those contained in the Indebtedness being
                refunded,

                   (B)  in either case, the refunding Indebtedness by its terms,
                or by the terms of any agreement or instrument pursuant to which
                such Indebtedness is issued, does not have an Average Life that
                is less than the remaining Average Life of the Indebtedness
                being refunded and does not permit redemption or other
                retirement (including pursuant to any required offer to purchase
                to be made by the Company or Restricted Subsidiary of the
                Company) of such Indebtedness at the option of the holder
                thereof prior to the final stated maturity of the Indebtedness
                being refunded, other than a redemption or other retirement at
                the option of the holder of such Indebtedness (including
                pursuant to a required offer to purchase made by the Company or
                a Restricted Subsidiary of the Company) which is conditioned
                upon a change of control of the Company pursuant to provisions
                substantially similar to those contained in the Indenture
                described under "--Change of Control" below and

                   (C)  any Indebtedness Incurred to refund any other
                Indebtedness is Incurred by the obligor on the Indebtedness
                being refunded or by the Company;

          (vi)  Indebtedness of the Company or any Restricted Subsidiary
     consisting of guarantees, indemnities, hold backs or obligations in respect
     of purchase price adjustments in connection with the acquisition or
     disposition of assets, including, without limitation shares of Capital
     Stock of Subsidiaries, or contingent payment obligations incurred in
     connection with the acquisition or disposition of assets acquired or
     disposed of;

          (vii) Indebtedness represented by

                    (I) letters of credit for the account of the Company or any
                Restricted Subsidiary or

                                       38



                    (II) other obligations to reimburse third parties pursuant
               to any surety bond or other similar arrangements,

     to the extent that such letters of credit and other obligations, as the
     case may be, are intended to provide security for workers' compensation
     claims, payment obligations in connection with self-insurance, in
     connection with participation in government reimbursement or other programs
     or similar requirements in the ordinary course of business;

          (viii) the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness represented by Capital Lease Obligations,
     mortgage financings, or purchase money obligations, in each case, incurred
     for the purpose of financing all or any part of the purchase price or cost
     of construction or improvement of property, plant or equipment used in the
     business of the Company or such Restricted Subsidiary, in an aggregate
     principal amount, including all Indebtedness incurred to refund, refinance
     or replace any Indebtedness incurred pursuant to this clause (viii), not to
     exceed $15 million at any time outstanding;

          (ix)   Indebtedness of the Company under the Notes (excluding any
     additional debt securities issued under the Indenture from time to time)
     and Indebtedness of the Guarantors under the Guarantees;

          (x)    the Trust Obligations and the 2006 Notes;

          (xi)   the consummation of a Qualified Securitization Transaction; and

          (xii)  Indebtedness of the Company or its Restricted Subsidiaries, not
     otherwise permitted to be Incurred pursuant to clauses (i) through (xi)
     above, which, together with any other outstanding Indebtedness Incurred
     pursuant to this clause has an aggregate principal amount not in excess of
     $35 million at any time outstanding.

Limitation on Senior Subordinated Indebtedness

         The Indenture will provide that (i) the Company will not directly or
indirectly Incur any Indebtedness that by its terms would expressly rank senior
in the right of payment to the Notes and expressly rank subordinate in right of
payment to any Senior Indebtedness and (ii) the Company will not permit any
Guarantor to and no Guarantor will directly or indirectly Incur any Indebtedness
that by its terms would expressly rank senior in right of payment to the
Guarantee of such Guarantor and expressly rank subordinate in right of payment
to any Guarantor Senior Indebtedness.

Limitation on Restricted Payments

         The Indenture will provide that the Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly,

          (i)  declare or pay any dividend, or make any distribution of any kind
     or character (whether in cash, property or securities), in respect of any
     class of its Capital Stock or to the holders thereof, excluding any (x)
     dividends or distributions payable solely in shares of its Capital Stock
     (other than Disqualified Stock) or in options, warrants or other rights to
     acquire its Capital Stock (other than Disqualified Stock), or (y) in the
     case of any Restricted Subsidiary of the Company, dividends or
     distributions payable to the Company or a Restricted Subsidiary of the
     Company (other than dividends or distributions payable to a Securitization
     Subsidiary or the Special Purpose Trust),

          (ii) purchase, redeem, or otherwise acquire or retire for value shares
     of Capital Stock of the Company or any of its Restricted Subsidiaries, any
     options, warrants or rights to purchase or acquire shares of Capital Stock
     of the Company or any of its Restricted Subsidiaries or any securities
     convertible or exchangeable into shares of Capital Stock of the Company or
     any of its Restricted Subsidiaries, excluding any such shares of Capital
     Stock, options, warrants, rights or securities which are owned by the
     Company or a Restricted Subsidiary of the Company (other than any such
     shares, options, warrants or rights that are owned by a Securitization
     Subsidiary or the Special Purpose Trust),

                                       39



          (iii) make any Investment in (other than a Permitted Investment), or
     payment on a guarantee of any obligation of, any Person, other than the
     Company or a Guarantor, or

          (iv)  redeem, defease, repurchase, retire or otherwise acquire or
     retire for value, prior to any scheduled maturity, repayment or sinking
     fund payment, Indebtedness which is subordinate in right of payment to the
     Notes,

     (each of the transactions described in clauses (i) through (iv) (other than
     any exception to any such clause) being a "Restricted Payment") if at the
     time thereof:

                (1) an Event of Default, or an event that with the passing of
          time or giving of notice, or both, would constitute an Event of
          Default, shall have occurred and be continuing, or

                (2) upon giving effect to such Restricted Payment, the Company
          could not Incur at least $1.00 of additional Indebtedness pursuant to
          the terms of the Indenture described in clause (i) of "--Limitation on
          Indebtedness" above, or

                (3) upon giving effect to such Restricted Payment, the aggregate
          of all Restricted Payments made on or after the Issue Date exceeds the
          sum of:

                    (a) 50% of cumulative Consolidated Net Income of the Company
                (or, in the case cumulative Consolidated Net Income of the
                Company shall be negative, less 100% of such deficit) since
                January 1, 2001 through the last day of the fiscal quarter for
                which financial statements are available; plus

                    (b) 100% of the aggregate net proceeds received after the
                Issue Date, from the issuance of Capital Stock (other than
                Disqualified Stock) of the Company and warrants, rights or
                options on Capital Stock (other than Disqualified Stock) of the
                Company (other than in respect of any such issuance to a
                Restricted Subsidiary of the Company) and the principal amount
                of Indebtedness of the Company or any of its Restricted
                Subsidiaries (other than a Securitization Subsidiary) that has
                been converted into or exchanged for Capital Stock of the
                Company; plus

                    (c) in the case of the disposition or repayment of any
                Investment constituting a Restricted Payment made after the
                Issue Date, an amount equal to the lesser of the return of
                capital with respect to such Investment and the cost of such
                Investment, in either case, less the cost of the disposition of
                such Investment; provided, however, that at the time any such
                Investment is made the Company delivers to the Trustee a
                resolution of its Board of Directors to the effect that, for
                purposes of this "--Limitation on Restricted Payments" covenant,
                such Investment constitutes a Restricted Payment made after the
                Issue Date.

          The foregoing provision will not be violated by

          (i)   any dividend on any class of Capital Stock of the Company or any
     Restricted Subsidiary of the Company paid within 90 days after the
     declaration thereof if, on the date when the dividend was declared, the
     Company or such Restricted Subsidiary, as the case may be, could have paid
     such dividend in accordance with the provisions of the Indenture;

          (ii)  the payments of distribution on any of the outstanding Trust
     Securities, in accordance with the terms thereof as in effect on the Issue
     Date;

          (iii) the renewal, extension, refunding or refinancing of any
     Indebtedness (including, without limitation, the Trust Securities)
     otherwise permitted pursuant to the terms of the Indenture described in
     clause (v) of "--Limitation on Indebtedness" above;

          (iv)  the exchange or conversion of any Indebtedness of the Company or
     any Restricted Subsidiary of the Company (other than a Securitization
     Subsidiary) for or into Capital Stock of the Company (other than
     Disqualified Stock of the Company);

                                       40



          (v)    any payments, loans or other advances made pursuant to any
     employee benefit plans (including plans for the benefit of directors) or
     employment agreements or other compensation arrangements, in each case as
     approved by the Board of Directors of the Company in its good faith
     judgment;

          (vi)   the redemption of the Company's rights issued pursuant to the
     Amended and Restated Rights Agreement, dated as of May 10, 1994, between
     the Company and Bank of New York, as successor Rights Agent, in an amount
     per right issued thereunder not to exceed that in effect on the Issue Date;

          (vii)  so long as no Default or Event of Default has occurred and is
     continuing, any investment made with the proceeds of a substantially
     concurrent sale of Capital Stock of the Company (other than Disqualified
     Stock); provided, however, that the proceeds of such sale of Capital Stock
     shall not be (and have not been) included in subclause (b) of clause (3) of
     the preceding paragraph;

          (viii) the redemption, repurchase, retirement or other acquisition of
     any Capital Stock of the Company or the Trust Securities, in exchange for
     or out of the net cash proceeds of the substantially concurrent sale (other
     than to a Restricted Subsidiary of the Company) of Capital Stock of the
     Company (other than Disqualified Stock); provided, however, that the
     proceeds of such sale of Capital Stock shall not be (and have not been)
     included in subclause (b) of clause (3) of the preceding paragraph;

          (ix)   so long as no Default or Event of Default has occurred and is
     continuing, the payment of cash dividends on the Company's Common Stock not
     to exceed $0.085 per share then outstanding in any fiscal quarter of the
     Company; or

          (x)    so long as no Default or Event of Default has occurred and is
     continuing, the redemption, repurchase, retirement or other acquisition of
     the Trust Securities or the repurchase, retirement or other acquisition of
     the Company's common stock if after giving pro forma effect thereto
     (including without limitation the financing thereof) the Company's
     Consolidated Cash Flow Ratio would be greater than or equal to 3.00 to
     1.00; provided, however, that the aggregate amount expended pursuant to
     this clause (x) to redeem, repurchase, retire or otherwise acquire the
     Company's common stock shall not exceed $35 million.

Each Restricted Payment described in clauses (i), (iv), (v) (only to the extent
such payment, loan or advance is outside the ordinary cause of business) and
(vi) of the previous sentence shall be taken into account for purposes of
computing the aggregate amount of all Restricted Payments pursuant to clause (3)
of the preceding paragraph.

Limitations Concerning Distributions and Transfers by Subsidiaries

     The Indenture will provide that the Company will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist any consensual encumbrance or restriction on
the ability of any Restricted Subsidiary of the Company to

          (i)    pay, directly or indirectly, dividends or make any other
     distributions in respect of its Capital Stock or pay any Indebtedness or
     other obligation owed to the Company or any Restricted Subsidiary of the
     Company,

          (ii)   make loans or advances to the Company or any Restricted
     Subsidiary of the Company or guarantee any Indebtedness of the Company or
     any of its Restricted Subsidiaries or

          (iii)  transfer any of its property or assets to the Company or any
     Restricted Subsidiary of the Company,

except for such encumbrances or restrictions existing under or by reason of

                 (a) any agreement in effect on the Issue Date (including
          pursuant to the Revolving Credit Facility and agreements entered into
          in connection therewith) as any such agreement is in effect on such
          date,

                 (b) any agreement relating to any Indebtedness incurred by such
          Restricted Subsidiary prior to the date on which such Restricted
          Subsidiary was acquired by the Company and outstanding on such date
          and not incurred in anticipation or contemplation of becoming a
          Restricted Subsidiary and provided such encumbrance or restriction
          shall not apply to any assets of the Company or its Subsidiaries other
          than such Restricted Subsidiary,

                                       41



                (c) customary provisions contained in an agreement which has
          been entered into for the sale or disposition of all or substantially
          all of the Capital Stock or assets of such Restricted Subsidiary;
          provided, however, that such encumbrance or restriction is applicable
          only to such Restricted Subsidiary or assets,

                (d) an agreement effecting a renewal, exchange, refunding,
          amendment or extension of Indebtedness incurred pursuant to an
          agreement referred to in clause (a) or (b) above; provided, however,
          that the provisions contained in such renewal, exchange, refunding,
          amendment or extension agreement relating to such encumbrance or
          restriction are no more restrictive in any material respect than the
          provisions contained in the agreement that is the subject thereof in
          the reasonable judgment of the Board of Directors of the Company as
          evidenced by a resolution of such Board of Directors filed with the
          Trustee,

                (e) the Indenture,

                (f) applicable law,

                (g) customary provisions restricting subletting or assignment of
          any lease governing any leasehold interest of any Restricted
          Subsidiary of the Company,

                (h) Indebtedness or any other contractual requirements
          (including pursuant to any corporate governance documents in the
          nature of a charter or by-laws) of a Securitization Subsidiary or the
          Special Purpose Trust arising in connection with a Qualified
          Securitization Transaction or the Trust Obligations, respectively,
          provided, however, that any such encumbrance or restriction applies
          only to such Securitization Subsidiary or the Special Purpose Trust,
          as the case may be, and obligations of Restricted Subsidiaries to
          transfer Receivables and Receivables Related Assets to a
          Securitization Subsidiary in a Qualified Securitization Transaction,

                (i) purchase money obligations for property acquired in the
          ordinary course of business that impose restrictions of the type
          referred to in clause (iii) of this covenant, or

                (j) restrictions of the type referred to in clause (iii) of this
          covenant contained in security agreements securing Indebtedness of a
          Restricted Subsidiary of the Company to the extent that such Liens
          were otherwise incurred in accordance with "--Limitation on Liens"
          below and restrict the transfer of property subject to such
          agreements.

Limitation on Liens

         The Indenture will provide that the Company will not, and will not
permit any of its Restricted Subsidiaries to, Incur any Lien on or with respect
to any property or assets of the Company or any Restricted Subsidiary of the
Company owned on the Issue Date or thereafter acquired or on the income or
profits thereof to secure Indebtedness without making, or causing such
Restricted Subsidiary to make, effective provision for securing the Notes (and,
if the Company shall so determine, any other Indebtedness of the Company or such
Restricted Subsidiary, including Indebtedness which is subordinate in right of
payment to the Notes; provided, however, that Liens securing the Notes and any
Indebtedness pari passu with the Notes are senior to such Liens securing such
subordinated indebtedness) equally and ratably with such Indebtedness or, in the
event such Indebtedness is subordinate in right of payment to the Notes or the
Guarantees, prior to such Indebtedness, as to such property or assets for so
long as such Indebtedness shall be so secured. The foregoing restrictions shall
not apply to

          (i)   Liens securing Senior Indebtedness of the Company or Guarantor
     Senior Indebtedness;

          (ii)  Liens securing only the Notes;

          (iii) Liens in favor of the Company;

          (iv)  Liens to secure Indebtedness (including, without limitation,
     Capital Lease Obligations) permitted by clause (viii) of the covenant
     entitled "--Covenants--Limitation on Indebtedness; provided, however, that
     (a) the aggregate principal amount of any Indebtedness secured by such a
     Lien does not exceed 100% of such

                                       42



     purchase price or cost, (b) such Lien does not extend to or cover any other
     property other than such item of property and any improvements on such
     item, (c) the Indebtedness secured by such Lien is Incurred by the Company
     or its Restricted Subsidiary within 180 days of the acquisition,
     construction or improvement of such property and (d) the Incurrence of such
     Indebtedness is permitted by the provisions of the Indenture described
     under "--Limitation on Indebtedness" above;

          (v)    Liens on property existing immediately prior to the time of
     acquisition thereof (and not created in anticipation or contemplation of
     the financing of such acquisition),

          (vi)   Liens on property of a Person existing at the time such Person
     is merged with or into or consolidated with the Company or any Restricted
     Subsidiary of the Company (and not created in anticipation or contemplation
     thereof);

          (vii)  Liens on property of the Company or any Restricted Subsidiary
     of the Company in favor of the United States of America, any state thereof,
     or any instrumentality of either to secure payments pursuant to any
     contract or statute;

          (viii) Liens granted in connection with any Qualified Securitization
     Transaction;

          (ix)   Liens existing on the Issue Date securing Indebtedness existing
     on the Issue Date;

          (x)    Liens to secure Indebtedness Incurred to extend, renew,
     refinance or refund (or successive extensions, renewals, refinancings or
     refundings), in whole or in part, any Indebtedness secured by Liens
     referred to in the foregoing clauses (i)-(ix) so long as such Liens do not
     extend to any other property and the principal amount of Indebtedness so
     secured is not increased except for the amount of any premium required to
     be paid in connection with such renewal, refinancing or refunding pursuant
     to the terms of the Indebtedness renewed, refinanced or refunded or the
     amount of any premium reasonably determined by the Company as necessary to
     accomplish such renewal, refinancing or refunding by means of a tender
     offer, exchange offer or privately negotiated repurchase, plus the expenses
     of the Company or such Restricted Subsidiary incurred in connection with
     such renewal, refinancing or refunding; and

          (xi)   Liens in favor of the Trustee as provided for in the Indenture
     on money or property held or collected by the Trustee in its capacity as
     Trustee.

Limitation on Certain Asset Dispositions

          The Indenture will provide that the Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, make one
or more Asset Dispositions for aggregate consideration of, or in respect of
assets having an aggregate fair market value of $5 million or more in any
12-month period, unless:

          (i)    the Company or the Restricted Subsidiary, as the case may be,
     receives consideration for such Asset Disposition at least equal to the
     fair market value of the assets sold or disposed of as determined by the
     Board of Directors of the Company in good faith and evidenced by a
     resolution of such Board of Directors filed with the Trustee;

          (ii)   not less than 75% of the consideration for the disposition
     consists of cash or readily marketable cash equivalents, Replacement Assets
     or the assumption of Indebtedness (other than non-recourse Indebtedness or
     any Indebtedness subordinated to the Notes) of the Company or such
     Restricted Subsidiary or other obligations relating to such assets (and
     release of the Company or such Restricted Subsidiary from all liability on
     the Indebtedness or other obligations assumed); and

          (iii)  all Net Available Proceeds, less any amounts invested within
     360 days of such Asset Disposition in assets related to the business of the
     Company (including the Capital Stock of another Person (other than the
     Company or any Person that is a Restricted Subsidiary of the Company
     immediately prior to such investment), provided, however, that immediately
     after giving effect to any such investment (and not prior thereto) such
     Person shall be a Guarantor), are applied, on or prior to the 360th day
     after such Asset Disposition, unless and to the extent that the Company
     shall determine to make an Offer to Purchase, either to (A) the permanent

                                       43



     reduction and prepayment of any Senior Indebtedness then outstanding
     (including a permanent reduction of commitments in respect thereof) or (B)
     the permanent reduction and repayment of any Guarantor Senior Indebtedness
     then outstanding of any Restricted Subsidiary of the Company (including a
     permanent reduction of commitments in respect thereof).

Any Net Available Proceeds from any Asset Disposition which is subject to the
immediately preceding sentence that are not applied as provided in the
immediately preceding sentence shall be used promptly after the expiration of
the 360th day after such Asset Disposition, or promptly after the Company shall
have earlier determined to not apply any Net Available Proceeds therefrom as
provided in subclause (A) or (B) of clause (iii) of the immediately preceding
sentence, to make an Offer to Purchase outstanding Notes at a purchase price in
cash equal to 100% of their principal amount plus accrued interest to the
Purchase Date. Notwithstanding the foregoing, the Company may defer making any
Offer to Purchase outstanding Notes until there are aggregate unutilized Net
Available Proceeds from Asset Dispositions otherwise subject to the two
immediately preceding sentences equal to or in excess of $5 million (at which
time, the entire unutilized Net Available Proceeds from Asset Dispositions
otherwise subject to the two immediately preceding sentences, and not just the
amount in excess of $5 million, shall be applied as required pursuant to this
paragraph). If any Indebtedness of the Company ranking pari passu with the Notes
requires that prepayment of, or an offer to prepay, such Indebtedness be made
with any Net Available Proceeds, the Company may apply such Net Available
Proceeds pro rata (based on the aggregate principal amount of the Notes then
outstanding and the aggregate principal amount (or accreted value, if less) of
all such other Indebtedness then outstanding) to the making of an Offer to
Purchase the Notes in accordance with the foregoing provisions and the
prepayment or the offer to prepay such pari passu Indebtedness. The Company
shall make a further Offer to Purchase Notes in an amount equal to any such Net
Available Proceeds not utilized to actually prepay such other Indebtedness at a
purchase price in cash equal to 100% of the principal amount of the Notes plus
accrued interest to the Purchase Date if the amount not so utilized equals or
exceeds $5 million. Any remaining Net Available Proceeds following the
completion of the required Offer to Purchase may be used by the Company for any
other purpose (subject to the other provisions of the Indenture) and the amount
of Net Available Proceeds then required to be otherwise applied in accordance
with this covenant shall be reset to zero, subject to any subsequent Asset
Disposition. These provisions will not apply to a transaction consummated in
compliance with the provisions of the Indenture described under "--Mergers,
Consolidations or Sale of Assets" below.

     In the event that the Company makes an Offer to Purchase the Notes, the
Company shall comply with any applicable securities laws and regulations,
including any applicable requirements of Section 14(e) of, and Rule 14e-1 under,
the Exchange Act and any violation of the provisions of the Indenture relating
to such Offer to Purchase occurring as a result of such compliance shall not be
deemed an Event of Default or an event that with the passing of time or giving
of notice, or both, would constitute an Event of Default.

Limitation on Issuance and Sale of Capital Stock of Subsidiaries

     The Indenture will provide that the Company (a) will not, and will not
permit any Restricted Subsidiary of the Company to, transfer, convey, sell or
otherwise dispose of any shares of Capital Stock of such Restricted Subsidiary
or any other Restricted Subsidiary (other than to the Company or a Guarantor),
except that the Company and any Restricted Subsidiary may, in any single
transaction, sell all, but not less than all, of the issued and outstanding
Capital Stock of any Restricted Subsidiary to any Person, subject to complying
with the provisions of the Indenture described under "--Limitation on Certain
Asset Dispositions" above and (b) will not permit any Restricted Subsidiary of
the Company to issue shares of its Capital Stock (other than directors'
qualifying shares), or securities convertible into, or warrants, rights or
options to subscribe for or purchase shares of, its Capital Stock to any Person
other than to the Company or a Guarantor. This covenant will not apply to the
Trust Obligations or obligations incurred in connection with a transaction
similar to the Trust Obligations in connection with a refinancing, refunding or
replacement of the Trust Obligations.

Limitation on Transactions with Affiliates and Related Persons

     The Indenture will provide that the Company will not, and will not permit
any of its Restricted Subsidiaries to, enter into, directly or indirectly, any
transaction with an Affiliate or Related Person of the Company (other than the
Company or a Restricted Subsidiary of the Company), including, without
limitation, the purchase, sale, lease or exchange of property, the rendering of
any service, or the making of any guarantee, loan, advance or Investment, either
directly or indirectly, which transaction involves aggregate consideration in
excess of $500,000, unless

                                       44



          (i)   such transaction is on terms no less favorable to the Company or
     such Restricted Subsidiary, as the case may be, than those that could be
     obtained in a comparable arm's-length transaction with an entity that is
     not an Affiliate or a Related Person, which determination in the case of a
     transaction or series of related transactions involving aggregate
     consideration in excess of $2.5 million shall be evidenced by a resolution
     of a majority of the disinterested directors of the Board of Directors of
     the Company filed with the Trustee; and

          (ii)  with respect to any transaction contemplated by this section or
     a series of related transactions involving aggregate consideration in
     excess of $10 million, the Company delivers to the Trustee, an opinion as
     to the fairness to the Holders of such transaction from a financial point
     of view issued by an accounting, appraisal or investment banking firm of
     national standing in the United States.

          The provisions of this covenant shall not apply to

          (i)   any Qualified Securitization Transaction or the Trust
     Obligations,

          (ii)  any employment agreement entered into by the Company or any of
     its Restricted Subsidiaries in the ordinary course of business,

          (iii) transactions permitted by the provisions of the Indenture
     described above under the caption "--Limitation on Restricted Payments"
     above,

          (iv)  the payment of reasonable fees to directors of the Company or
     its Restricted Subsidiaries, and

          (v)   Investments in employees in the ordinary course of business.

Change of Control

     Within 30 days following the date of the consummation of a transaction
resulting in a Change of Control, the Company will commence an Offer to Purchase
all outstanding Notes at a purchase price in cash equal to 101% of their
principal amount plus accrued interest to the Purchase Date. Such Offer to
Purchase will be consummated not earlier than 30 days and not later than 60 days
after the commencement thereof. Each Holder shall be entitled to tender all or
any portion of the Notes owned by such Holder pursuant to the Offer to Purchase,
subject to the requirement that any portion of a Note tendered must bear an
integral multiple of $1,000 principal amount. A "Change of Control" will be
deemed to have occurred in the event that (whether or not otherwise permitted by
the Indenture), after the Issue Date (a) any Person or any Persons acting
together that would constitute a group (for purposes of Section 13(d) of the
Exchange Act, or any successor provision thereto) (a "Group"), together with any
Affiliates or Related Persons thereof, shall "beneficially own" (as defined in
Rule 13d-3 under the Exchange Act, or any successor provision thereto) at least
35% of the voting power of the outstanding Voting Stock of the Company; (b) any
sale, lease or other transfer (in one transaction or a series of related
transactions) is made by the Company or any of its Subsidiaries of all or
substantially all of the consolidated assets of the Company and its Restricted
Subsidiaries to any Person other than a Wholly Owned Subsidiary of the Company
which is a Guarantor (other than a Securitization Subsidiary or the Special
Purpose Trust); (c) Continuing Directors cease to constitute at least a majority
of the Board of Directors of the Company; or (d) the stockholders of the Company
approve any plan or proposal for the liquidation or dissolution of the Company.

     In the event that the Company makes an Offer to Purchase the Notes, the
Company shall comply with any applicable securities laws and regulations,
including any applicable requirements of Section 14(e) of, and Rule 14e-1 under,
the Exchange Act and any violation of the provisions of the Indenture relating
to such Offer to Purchase occurring as a result of such compliance shall not be
deemed an Event of Default or an event that with the passing of time or giving
of notice, or both, would constitute an Event of Default.

     With respect to the sale of assets referred to in the definition of "Change
of Control," the phrase "all or substantially all" of the assets of the Company
and its Restricted Subsidiaries will likely be interpreted under applicable
state law and will be dependent upon particular facts and circumstances. As a
result, there may be a degree of uncertainty in ascertaining whether a sale or
transfer of "all or substantially all" of the assets of the Company has
occurred. In addition, no assurances can be given that the Company will be able
to acquire Notes tendered upon the occurrence of a Change of Control. The
ability of the Company to pay cash to the Holders of Notes upon a Change of
Control may be limited by its then existing financial resources. The Revolving
Credit

                                       45



Facility contains certain covenants prohibiting, or requiring waiver or consent
of the lenders thereunder prior to, the repurchase of the Notes upon a Change of
Control and future debt agreements of the Company may provide the same. If the
Company does not obtain such waiver or consent or repay such Indebtedness, the
Company will remain prohibited from repurchasing the Notes. In such event, the
Company's failure to purchase tendered Notes would constitute an Event of
Default under the Indenture which would in turn constitute a default under the
Revolving Credit Facility and possibly other Senior Indebtedness. In such
circumstances, the subordination provisions of the Indenture would likely
restrict payments to the Holders of the Notes. None of the provisions relating
to a repurchase upon a Change of Control are waivable by the Board of Directors
of the Company or the Trustee.

     The foregoing provisions will not prevent the Company from entering into a
transaction of the types described above with management or their affiliates. In
addition, such provisions may not necessarily afford the Holders of the Notes
protection in the event of a highly leveraged transaction, including a
reorganization, restructuring, merger or similar transaction involving the
Company that may adversely affect the Holders because such transactions may not
involve a shift in voting power or beneficial ownership, or even if they do, may
not involve a shift of the magnitude required under the definition of Change of
Control to trigger the provisions.

     The Company will not be required to make an Offer to Purchase in accordance
with this covenant if a third party makes the Offer to Purchase in the manner,
at the times and otherwise in compliance with the requirements set forth in the
Indenture applicable to an Offer to Purchase made by the Company and purchases
all Notes properly tendered and not withdrawn under the Offer to Purchase.

Additional Subsidiary Guarantees

     The Indenture will provide that each Restricted Subsidiary which guarantees
or otherwise provides credit support (pursuant to the grant of a security
interest or otherwise) for any obligation of the Company or any of its
Subsidiaries under the Revolving Credit Facility and each future Restricted
Subsidiary that guarantees or otherwise provides credit support (pursuant to the
grant of a security interest or otherwise) for any obligation of the Company or
any of its Subsidiaries under the Revolving Credit Facility will become a
Guarantor of the Notes and execute a supplemental indenture and deliver an
opinion of counsel satisfactory to the Trustee within 10 business days after end
of the fiscal quarter in which it was acquired or created.

Provision of Financial Information

     Whether or not the Company is subject to Section 13(a) or 15(d) of the
Exchange Act, or any successor provision thereto, the Company shall file with
the Commission the annual reports, quarterly reports and other documents which
the Company would have been required to file with the Commission pursuant to
such Section 13(a) or 15(d) or any successor provision thereto if the Company
were so required, such documents to be filed with the Commission on or prior to
the respective dates (the "Required Filing Dates") by which the Company would
have been required so to file such documents if the Company were so required.
The Company shall also in any event (a) within 15 days of each Required Filing
Date (i) transmit by mail to all Holders, as their names and addresses appear in
the Note Register, without cost to such Holders, and (ii) file with the Trustee,
copies of the annual reports, quarterly reports and other documents which the
Company is required to file with the Commission pursuant to the preceding
sentence, and (b) if, notwithstanding the preceding sentence, filing such
documents by the Company with the Commission is not permitted under the Exchange
Act, promptly upon written request supply copies of such documents to any
prospective Holder.

Merger, Consolidation or Sale of Assets

     The Company may not, directly or indirectly: (1) consolidate or merge with
or into another Person (whether or not the Company is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person; unless:

          (1)  either: (a) the Company is the surviving corporation; or (b) the
     Person formed by or surviving any such consolidation or merger (if other
     than the Company) or to which such sale, assignment, transfer, conveyance
     or other disposition has been made is a corporation organized or existing
     under the laws of the United States, any state of the United States or the
     District of Columbia;

                                       46



          (2) the Person formed by or surviving any such consolidation or merger
     (if other than the Company) or the Person to which such sale, assignment,
     transfer, conveyance or other disposition has been made assumes all the
     obligations of the Company under the Notes, the Indenture and the
     Registration Rights Agreement pursuant to agreements reasonably
     satisfactory to the Trustee;

          (3) immediately after such transaction no Default or Event of Default
     exists; and

          (4) the Company or the Person formed by or surviving any such
     consolidation or merger (if other than the Company), or to which such sale,
     assignment, transfer, conveyance or other disposition has been made will,
     on the date of such transaction after giving pro forma effect thereto and
     any related financing transactions as if the same had occurred at the
     beginning of the applicable four-quarter period, be permitted to incur at
     least $1.00 of additional Indebtedness pursuant to the Fixed Charge
     Coverage Ratio test set forth in the first paragraph of the covenant
     described above under the caption "--Limitation on Indebtedness."

         The provisions of this paragraph shall not apply to any merger of a
Restricted Subsidiary (other than the Securitization Subsidiary or O&M Trust) of
the Company with or into the Company or a Restricted Subsidiary of the Company
(other than a Securitization Subsidiary or O&M Trust).

Designation of Restricted and Unrestricted Subsidiaries

         The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
fair market value of all outstanding Investments owned by the Company and its
Restricted Subsidiaries in the Restricted Subsidiary properly designated will be
deemed to be an Investment made as of the time of the designation and will
reduce the amount available for Restricted Payments under the first paragraph of
the covenant described above under the caption "--Limitation on Restricted
Payments" or Permitted Investments, as determined by the Company. That
designation will only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a
Default.

Events of Default

          The following will be Events of Default under the Indenture:

          (a) failure to pay principal of (or premium, if any, on) any Note when
     due (whether or not prohibited by the provisions of the Indenture described
     under "--Subordination" above);

          (b) failure to pay any interest on any Note when due, continued for 30
     days (whether or not prohibited by the provisions of the Indenture
     described under "--Subordination" above);

          (c) default in the payment of principal of and interest on Notes
     required to be purchased pursuant to an Offer to Purchase as described
     under "--Covenants--Change of Control" and "--Covenants--Limitation on
     Certain Asset Dispositions" above when due and payable (whether or not
     prohibited by the provisions of the Indenture described under
     "--Subordination" above);

          (d) failure to perform or comply with any of the provisions described
     under "--Covenants--Mergers, Consolidations or Sale of Assets" above;

          (e) failure to perform any other covenant or agreement of the Company
     under the Indenture or the Notes continued for 30 days after written notice
     to the Company by the Trustee or Holders of at least 25% in aggregate
     principal amount of outstanding Notes;

          (f) default under the terms of one or more instruments evidencing or
     securing Indebtedness of the Company or any Restricted Subsidiary of the
     Company having an outstanding principal amount of $10 million or more
     individually or in the aggregate that has resulted in the acceleration of
     the payment of such Indebtedness or failure to pay principal when due at
     the stated maturity of any such Indebtedness;

                                       47



          (g) the rendering of a final judgment or judgments (not subject to
     appeal) against the Company or any Restricted Subsidiary of the Company in
     an amount of $5 million or more (net of any amounts covered by reputable
     and creditworthy insurance companies) which remains undischarged or
     unstayed for a period of 60 days after the date on which the right to
     appeal has expired;

          (h) certain events of bankruptcy, insolvency or reorganization
     affecting the Company or any Guarantor; and

          (i) the Guarantee of any Guarantor ceases to be in full force and
     effect (other than in accordance with the terms of such Guarantee and the
     Indenture) or is declared null and void and unenforceable or found to be
     invalid or any Guarantor denies its liability under its Guarantee (other
     than by reason of a release of such Guarantor from its Guarantee in
     accordance with the terms of the Indenture and such Guarantee).

          Subject to the provisions of the Indenture relating to the duties of
the Trustee, in case an Event of Default (as defined) shall occur and be
continuing, the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request or direction of any of the
Holders, unless such Holders shall have offered to the Trustee reasonable
indemnity. Subject to such provisions for the indemnification of the Trustee,
the Holders of a majority in aggregate principal amount of the outstanding Notes
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee.

          If an Event of Default (other than an Event of Default with respect to
the Company described in clause (h) of the preceding paragraph) shall occur and
be continuing, either the Trustee or the Holders of at least 25% in aggregate
principal amount of the outstanding Notes may accelerate the maturity of all
Notes; provided, however, that after such acceleration, but before a judgment or
decree based on acceleration, the Holders of a majority in aggregate principal
amount of outstanding Notes may, under certain circumstances, rescind and annul
such acceleration if all Events of Default, other than the non-payment of
accelerated principal, have been cured or waived as provided in the Indenture.
If an Event of Default specified in clause (h) of the preceding paragraph with
respect to the Company occurs, the outstanding Notes will ipso facto become
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. For information as to waiver of defaults, see
"--Modification and Waiver."

          The Indenture provides that the Trustee shall, within 30 days after
the occurrence of any Default or Event of Default with respect to the Notes,
give the Holders thereof notice of all uncured Defaults or Events of Default
known to it; provided, however, that, except in the case of an Event of Default
or a Default in payment with respect to the Notes or a Default or Event of
Default in complying with "--Covenants" "--Mergers, Consolidations or Sale of
Assets," the Trustee shall be protected in withholding such notice if and so
long as the Board of Directors or responsible officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of the Notes.

          No Holder of any Note will have any right to institute any proceeding
with respect to the Indenture or for any remedy thereunder, unless such Holder
shall have previously given to the Trustee written notice of a continuing Event
of Default and unless the Holders of at least 25% in aggregate principal amount
of the outstanding Notes shall have made written request, and offered reasonable
indemnity, to the Trustee to institute such proceeding as Trustee, and the
Trustee shall not have received from the Holders of a majority in aggregate
principal amount of the outstanding Notes a direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days.
However, such limitations do not apply to a suit instituted by a Holder of a
Note for enforcement of payment of the principal of and premium, if any, or
interest on such Note on or after the respective due dates expressed in such
Note.

          The Company will be required to furnish to the Trustee annually a
statement as to the performance by it of certain of its obligations under the
Indenture and as to any default in such performance.

Legal Defeasance and Covenant Defeasance

          The Company may, at its option and at any time, elect to have all of
its obligations discharged with respect to the outstanding Notes and all
obligations of the Guarantors discharged with respect to their Subsidiary
Guarantees ("Legal Defeasance") except for:

                                       48



          (1) the rights of Holders of outstanding Notes to receive payments in
     respect of the principal of, or interest or premium, if any, on such Notes
     when such payments are due from the trust referred to below;

          (2) the Company's obligations with respect to the Notes concerning
     issuing temporary Notes, registration of Notes, mutilated, destroyed, lost
     or stolen Notes and the maintenance of an office or agency for payment and
     money for security payments held in trust;

          (3) the rights, powers, trusts, duties and immunities of the Trustee,
     and the Company's and the Guarantor's obligations in connection therewith;
     and


          (4) the Legal Defeasance provisions of the Indenture.

          In addition, the Company may, at its option and at any time, elect to
have the obligations of the Company and the Guarantors released with respect to
certain covenants that are described in the Indenture ("Covenant Defeasance")
and thereafter any omission to comply with those covenants will not constitute a
Default or Event of Default with respect to the Notes. In the event Covenant
Defeasance occurs, certain events (not including non-payment, bankruptcy,
receivership, rehabilitation and insolvency events) described under "Events of
Default and Remedies" will no longer constitute an Event of Default with respect
to the Notes.

          In order to exercise either Legal Defeasance or Covenant Defeasance:

          (1) the Company must irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders of the Notes, cash in U.S. dollars,
     non-callable Government Securities, or a combination of cash in U.S.
     dollars and non-callable Government Securities, in amounts as will be
     sufficient, in the opinion of a nationally recognized firm of independent
     public accountants, to pay the principal of, or interest and premium, if
     any, on the outstanding Notes on the stated maturity or on the applicable
     redemption date, as the case may be, and the Company must specify whether
     the Notes are being defeased to maturity or to a particular redemption
     date;

          (2) in the case of Legal Defeasance, the Company has delivered to the
     Trustee an opinion of counsel reasonably acceptable to the Trustee
     confirming that (a) the Company has received from, or there has been
     published by, the Internal Revenue Service a ruling or (b) since the date
     of the Indenture, there has been a change in the applicable federal income
     tax law, in either case to the effect that, and based thereon such opinion
     of counsel will confirm that, the Holders of the outstanding Notes will not
     recognize income, gain or loss for federal income tax purposes as a result
     of such Legal Defeasance and will be subject to federal income tax on the
     same amounts, in the same manner and at the same times as would have been
     the case if such Legal Defeasance had not occurred;

          (3) in the case of Covenant Defeasance, the Company has delivered to
     the Trustee an opinion of counsel reasonably acceptable to the Trustee
     confirming that the Holders of the outstanding Notes will not recognize
     income, gain or loss for federal income tax purposes as a result of such
     Covenant Defeasance and will be subject to federal income tax on the same
     amounts, in the same manner and at the same times as would have been the
     case if such Covenant Defeasance had not occurred;

          (4) no Default or Event of Default has occurred and is continuing on
     the date of such deposit (other than a Default or Event of Default
     resulting from the borrowing of funds to be applied to such deposit);

          (5) such Legal Defeasance or Covenant Defeasance will not result in a
     breach or violation of, or constitute a default under any material
     agreement or instrument (other than the Indenture) to which the Company or
     any of its Subsidiaries is a party or by which the Company or any of its
     Subsidiaries is bound;

          (6) the Company must deliver to the Trustee an officers' certificate
     stating that the deposit was not made by the Company with the intent of
     preferring the Holders of Notes over the other creditors of the Company
     with the intent of defeating, hindering, delaying or defrauding creditors
     of the Company or others; and

          (7) the Company must deliver to the Trustee an officers' certificate
     and an opinion of counsel, each stating that all conditions precedent
     relating to the Legal Defeasance or the Covenant Defeasance have been
     complied with.

                                       49



Governing Law

          The Indenture, the Notes and the Guarantees will be governed by the
laws of the State of New York without regard to principles of conflicts of laws.

Modification and Waiver

          Modifications and amendments of the Indenture may be made by the
Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the outstanding Notes; provided, however, that no
such modification or amendment may, without the consent of the Holder of each
Note affected thereby,

          (a) change the Stated Maturity of the principal of or any installment
     of interest on any Note or alter the optional redemption or repurchase
     provisions of any Note or the Indenture in a manner adverse to the holders
     of the Notes,

          (b) reduce the principal amount of (or the premium) of any Note,

          (c) reduce the rate of or extend the time for payment of interest on
     any Note,

          (d) change the place or currency of payment of principal of (or
     premium) or interest on any Note,

          (e) modify any provisions of the Indenture relating to the waiver of
     past defaults (other than to add sections of the Indenture subject thereto)
     or the right of the holders to institute suit for the enforcement of any
     payment on or with respect to any Note or Guarantee or the modification and
     amendment of the Indenture and the Notes (other than to add sections of the
     Indenture or the Notes which may not be amended, supplemented or waived
     without the consent of each holder affected),

          (f) reduce the percentage of the principal amount of outstanding Notes
     necessary for amendment to or waiver of compliance with any provision of
     the Indenture or the Notes or for waiver of any Default,

          (g) waive a default in the payment of principal of, interest on, or
     redemption payment with respect to, any Note (except a recision of
     acceleration of the Notes by the Holders as provided in the Indenture and a
     waiver of the payment default that resulted from such acceleration),

          (h) modify the ranking or priority of the Notes or the Guarantee of
     any Guarantor or modify the definition of Senior Indebtedness or Guarantor
     Senior Indebtedness or amend or modify the subordination provisions of the
     Indenture in any manner adverse to the Holder,

          (i) release any Guarantor from any of its obligations under its
     Guarantee or the Indenture otherwise than in accordance with the Indenture,
     or

          (j) modify the provisions relating to any Offer to Purchase (required
     pursuant to the covenant described under the caption "--Change of Control"
     in a manner materially adverse to the Holders.

          The Holders of a majority in aggregate principal amount of the
outstanding Notes, on behalf of all Holders of Notes, may waive compliance by
the Company with certain restrictive provisions of the Indenture. Subject to
certain rights of the Trustee, as provided in the Indenture, the Holders of a
majority in aggregate principal amount of the outstanding Notes, on behalf of
all Holders of Notes, may waive any past default under the Indenture, except a
default in the payment of principal, premium, if any, or interest or a default
arising from failure to purchase any Note tendered pursuant to an Offer to
Purchase, or a default in respect of a provision that under the Indenture cannot
be modified or amended without the consent of the Holder of each outstanding
Note affected.

Satisfaction and Discharge

          The Indenture will be discharged and will cease to be of further
effect as to all Notes issued thereunder, when:

          (1) either:

                                       50



               (a) all Notes that have been authenticated, except lost, stolen
          or destroyed Notes that have been replaced or paid and Notes for whose
          payment money has been deposited in trust and thereafter repaid to the
          Company, have been delivered to the Trustee for cancellation; or

               (b) all Notes that have not been delivered to the Trustee for
          cancellation have become due and payable by reason of the mailing of a
          notice of redemption or otherwise or will become due and payable
          within one year and the Company or any Guarantor has irrevocably
          deposited or caused to be deposited with the Trustee as trust funds in
          trust solely for the benefit of the Holders, cash in U.S. dollars,
          non-callable Government Securities, or a combination of cash in U.S.
          dollars and non-callable Government Securities, in amounts as will be
          sufficient without consideration of any reinvestment of interest, to
          pay and discharge the entire indebtedness on the Notes not delivered
          to the Trustee for cancellation for principal, premium, if any, and
          accrued interest to the date of maturity or redemption;

          (2) no Default or Event of Default has occurred and is continuing on
     the date of the deposit or will occur as a result of the deposit and the
     deposit will not result in a breach or violation of, or constitute a
     default under, any other instrument to which the Company or any Guarantor
     is a party or by which the Company or any Guarantor is bound;

          (3) the Company or any Guarantor has paid or caused to be paid all
     sums payable by it under the Indenture; and

          (4) the Company has delivered irrevocable instructions to the Trustee
     under the Indenture to apply the deposited money toward the payment of the
     Notes at maturity or the redemption date, as the case may be.

          In addition, the Company must deliver an officers' certificate and an
opinion of counsel to the trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

The Trustee

          If the Trustee is a creditor of the Company or any Guarantor, the
Indenture limits its right to obtain payment of claims in certain cases, or to
realize on certain property received in respect of any such claim as security or
otherwise. The Trustee will be permitted to engage in other transactions;
however, if it acquires any conflicting interest it must eliminate such conflict
within 90 days, apply to the Commission for permission to continue or resign.

          The Holders of a majority in principal amount of the then outstanding
Notes will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that in case an Event of Default
occurs and is continuing, the Trustee will be required, in the exercise of its
power, to use the degree of care of a prudent man in the conduct of his own
affairs. Subject to such provisions, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request of any
Holder of Notes, unless such Holder has offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or expense.

Additional Information

          Anyone who receives this prospectus may obtain a copy of the Indenture
and Registration Rights Agreement without charge by writing to Owens & Minor,
Inc., 4800 Cox Road, Glen Allen, Virginia 23060, Attention: General Counsel.

Book-Entry, Delivery and Form

          Except as set forth below, Notes will be issued in registered, global
form in minimum denominations of $1,000 and integral multiples of $1,000 in
excess of $1,000.

          Notes initially will be represented by one or more notes in
registered, global form without interest coupons (collectively, the "Global
Notes"). The Global Notes will be deposited upon issuance with the Trustee as
custodian for The Depository Trust Company ("DTC"), in New York, New York, and
registered in the name of DTC or its nominee, in each case for credit to an
account of a direct or indirect participant in DTC as described below.

                                       51



          Except as set forth below, the Global Notes may be transferred, in
whole and not in part, only to another nominee of DTC or to a successor of DTC
or its nominee. Beneficial interests in the Global Notes may not be exchanged
for notes in certificated form except in the limited circumstances described
below. See "--Exchange of Global Notes for Certificated Notes." Except in the
limited circumstances described below, owners of beneficial interests in the
Global Notes will not be entitled to receive physical delivery of notes in
certificated form.

Depository Procedures

          The following description of the operations and procedures of DTC are
provided solely as a matter of convenience. These operations and procedures are
solely within the control of DTC's settlement system and are subject to changes
by DTC. The Company takes no responsibility for these operations and procedures
and urges investors to contact the system or their participants directly to
discuss these matters.

          DTC has advised the Company that DTC is a limited-purpose trust
company created to hold securities for its participating organizations
(collectively, the "Participants") and to facilitate the clearance and
settlement of transactions in those securities between Participants through
electronic book-entry changes in accounts of its Participants. The Participants
include securities brokers and dealers (including the Initial Purchasers),
banks, trust companies, clearing corporations and certain other organizations.
Access to DTC's system is also available to other entities such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly (collectively,
the "Indirect Participants"). Persons who are not Participants may beneficially
own securities held by or on behalf of DTC only through the Participants or the
Indirect Participants. The ownership interests in, and transfers of ownership
interests in, each security held by or on behalf of DTC are recorded on the
records of the Participants and Indirect Participants.

          DTC has also advised the Company that, pursuant to procedures
established by it:

          (1) Upon deposit of the Global Notes, DTC will credit the accounts of
     Participants with portions of the principal amount of the Global Notes; and

          (2) ownership of these interests in the Global Notes will be shown on,
     and the transfer of ownership of these interests will be effected only
     through, records maintained by DTC (with respect to the Participants) or by
     the Participants and the Indirect Participants (with respect to other
     owners of beneficial interest in the Global Notes).

          Investors in the Global Notes who are Participants in DTC's system may
hold their interests therein directly through DTC. Investors in the Global Notes
who are not Participants may hold their interests therein indirectly through
organizations that are Participants in such system. All interests in a Global
Note may be subject to the procedures and requirements of DTC. The laws of some
states require that certain Persons take physical delivery in definitive form of
securities that they own. Consequently, the ability to transfer beneficial
interests in a Global Note to such Persons will be limited to that extent.
Because DTC can act only on behalf of Participants, which in turn act on behalf
of Indirect Participants, the ability of a Person having beneficial interests in
a Global Note to pledge such interests to Persons that do not participate in the
DTC system, or otherwise take actions in respect of such interests, may be
affected by the lack of a physical certificate evidencing such interests.

          Except as described below, owners of interest in the Global Notes will
not have notes registered in their names, will not receive physical delivery of
notes in certificated form and will not be considered the registered owners or
"Holders" thereof under the Indenture for any purpose.

          Payments in respect of the principal of, and interest and premium, if
any, on a Global Note registered in the name of DTC or its nominee will be
payable to DTC in its capacity as the registered Holder under the Indenture.
Under the terms of the Indenture, the Company and the Trustee will treat the
Persons in whose names the Notes, including the Global Notes, are registered as
the owners of the Notes for the purpose of receiving payments and for all other
purposes. Consequently, neither the Company, the Trustee nor any agent of the
Company or the Trustee has or will have any responsibility or liability for:

          (1) any aspect of DTC's records or any Participant's or Indirect
     Participant's records relating to or payments made on account of beneficial
     ownership interest in the Global Notes or for maintaining, supervising

                                       52



     or reviewing any of DTC's records or any Participant's or Indirect
     Participant's records relating to the beneficial ownership interests in the
     Global Notes; or

          (2) any other matter relating to the actions and practices of DTC or
     any of its Participants or Indirect Participants.

          DTC has advised the Company that its current practice, upon receipt of
any payment in respect of securities such as the Notes (including principal and
interest), is to credit the accounts of the relevant Participants with the
payment on the payment date unless DTC has reason to believe it will not receive
payment on such payment date. Each relevant Participant is credited with an
amount proportionate to its beneficial ownership of an interest in the principal
amount of the relevant security as shown on the records of DTC. Payments by the
Participants and the Indirect Participants to the beneficial owners of Notes
will be governed by standing instructions and customary practices and will be
the responsibility of the Participants or the Indirect Participants and will not
be the responsibility of DTC, the Trustee or the Company. Neither the Company
nor the Trustee will be liable for any delay by DTC or any of its Participants
in identifying the beneficial owners of the Notes, and the Company and the
Trustee may conclusively rely on and will be protected in relying on
instructions from DTC or its nominee for all purposes.

          Transfers between Participants in DTC will be effected in accordance
with DTC's procedures, and will be settled in same-day funds.

          DTC has advised the Company that it will take any action permitted to
be taken by a Holder of Notes only at the direction of one or more Participants
to whose account DTC has credited the interests in the Global Notes and only in
respect of such portion of the aggregate principal amount of the Notes as to
which such Participant or Participants has or have given such direction.
However, if there is an Event of Default under the Notes, DTC reserves the right
to exchange the Global Notes for legended notes in certificated form, and to
distribute such notes to its Participants.

          Although DTC has agreed to the foregoing procedures to facilitate
transfers of interests in the Global Notes among participants in DTC, it is
under no obligation to perform or to continue to perform such procedures, and
may discontinue such procedures at any time. Neither the Company nor the Trustee
nor any of their respective agents will have any responsibility for the
performance by DTC or its participants or indirect participants of their
respective obligations under the rules and procedures governing their
operations.

Exchange of Global Notes for Certificated Notes

          A Global Note is exchangeable for definitive Notes in registered
certificated form ("Certificated Notes") if:

          (1) DTC (a) notifies the Company that it is unwilling or unable to
     continue as depositary for the Global Notes and the Company fails to
     appoint a successor depositary or (b) has ceased to be a clearing agency
     registered under the Exchange Act;

          (2) the Company, at its option, notifies the Trustee in writing that
     it elects to cause the issuance of the Certificated Notes; or

          (3) there has occurred and is continuing a Default or Event of Default
     with respect to the Notes.

          In addition, beneficial interests in a Global Note may be exchanged
for Certificated Notes upon prior written notice given to the Trustee by or on
behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes
delivered in exchange for any Global Note or beneficial interests in Global
Notes will be registered in the names, and issued in any approved denominations,
requested by or on behalf of the depositary (in accordance with its customary
procedures).

                                       53



Exchange of Certificated Notes for Global Notes

          Notes in certificated form may not be exchanged for beneficial
interests in any Global Note unless the transferor first delivers to the Trustee
a written certificate (in the form provided in the Indenture) to the effect that
such transfer will comply with the appropriate transfer restrictions applicable
to the notes.

Same Day Settlement and Payment

          The Company will make payments in respect of the Notes represented by
the Global Notes (including principal, premium, if any, and interest by wire
transfer of immediately available funds to the accounts specified by the Global
Note Holder. The Company will make all payments of principal, interest and
premium, if any, with respect to Certificated Notes by wire transfer of
immediately available funds to the accounts specified by the Holders of the
Certificated Notes or, if no such account is specified, by mailing a check to
each such Holder's registered address. The Notes represented by the Global Notes
are expected to trade in DTC's Same-Day Funds Settlement System, and any
permitted secondary market trading activity in such Notes will, therefore, be
required by DTC to be settled in immediately available funds. The Company
expects that secondary trading in any Certificated Notes will also be settled in
immediately available funds.

Certain Definitions

          Set forth below is a summary of certain of the defined terms used in
the Indenture. Reference is made to the Indenture for the full definition of all
such terms, as well as any other terms used herein for which no definition is
provided.

          "Acquired Debt" means, with respect to any specified Person:

          (1) Indebtedness of any other Person existing at the time such other
     Person is merged with or into or became a Restricted Subsidiary of such
     specified Person, whether or not such Indebtedness is incurred in
     connection with, or in contemplation of, such other Person merging with or
     into, or becoming a Restricted Subsidiary of, such specified Person; and

          (2) Indebtedness secured by a Lien encumbering any asset acquired by
     such specified Person (limited to the maximum amount of liability of the
     specified Person with respect to such Lien).

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with any specified Person. For purposes of this definition, "control"
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

          "Asset Disposition" means any sale, transfer or other disposition
(including, without limitation, by merger, consolidation or sale-and-leaseback
transaction) of (i) shares of Capital Stock of a Restricted Subsidiary of the
Company (other than directors' qualifying shares) or (ii) property or assets of
the Company or any Restricted Subsidiary of the Company; provided, however, that
an Asset Disposition shall not include (a) any sale, transfer or other
disposition of shares of Capital Stock, property or assets by a Restricted
Subsidiary of the Company to the Company or to any Guarantor, (b) any sale,
transfer or other disposition of defaulted receivables for collection or any
sale, transfer or other disposition of property or assets in the ordinary course
of business, (c) any isolated sale, transfer or other disposition that does not
involve aggregate consideration in excess of $500,000 individually, (d) the
grant in the ordinary course of business of any non-exclusive license of
patents, trademarks, registrations therefor and other similar intellectual
property, (e) any Lien (or foreclosure thereon) securing Indebtedness to the
extent that such Lien is granted in compliance with "--Covenants--Limitation on
Liens" above, (f) any Restricted Payment permitted by "--Covenants--Limitation
on Restricted Payments" above, (g) any disposition of assets or property in the
ordinary course of business to the extent such property or assets are obsolete,
worn-out or no longer useful in the Company's or any of its Subsidiaries'
business, (h) any sale and leaseback of the Company's principal corporate
headquarters consummated within 180 days after the completion of the
construction thereof, or (i) any Qualified Securitization Transaction.

                                       54



         "Average Life" means, as of the date of determination, with respect to
any Indebtedness for borrowed money or Preferred Stock, the quotient obtained by
dividing (i) the sum of the products of the number of years from the date of
determination to the dates of each successive scheduled principal or liquidation
value payments of such Indebtedness or Preferred Stock, respectively, and the
amount of such principal or liquidation value payments, by (ii) the sum of all
such principal or liquidation value payments.

         "Capital Lease Obligations" of any Person means the obligations to pay
rent or other amounts under a lease of (or other Indebtedness arrangements
conveying the right to use) real or personal property of such Person which are
required to be classified and accounted for as a capital lease or liability on
the face of a balance sheet of such Person in accordance with GAAP. The amount
of such obligations shall be the capitalized amount thereof in accordance with
GAAP and the stated maturity thereof shall be the date of the last payment of
rent or any other amount due under such lease prior to the first date upon which
such lease may be terminated by the lessee without payment of a penalty.

         "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock of
such Person (including any Preferred Stock outstanding on the Issue Date);
provided that the Trust Preferred Securities shall not be considered Capital
Stock of the Company.

         "Common Stock" of any Person means Capital Stock of such Person that
does not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.

         "Consolidated Cash Flow Available for Fixed Charges" of any Person
means for any period the Consolidated Net Income of such Person and its
Restricted Subsidiaries for such period increased (to the extent Consolidated
Net Income for such period has been reduced thereby) by the sum of (without
duplication) (i) Consolidated Interest Expense of such Person and its Restricted
Subsidiaries for such period, plus (ii) Consolidated Income Tax Expense of such
Person for such period, plus (iii) the consolidated depreciation and
amortization expense included in the income statement of such Person and its
Restricted Subsidiaries for such period, plus (iv) any other non-cash charges to
the extent deducted from or reflected in such Consolidated Net Income except for
any non-cash charges that represent accruals of, or reserves for, cash
disbursements to be made in any future accounting period.

         "Consolidated Cash Flow Ratio" of any Person means for any period the
ratio of (i) Consolidated Cash Flow Available for Fixed Charges of such Person
for such period to (ii) the sum of (A) Consolidated Interest Expense of such
Person and its Restricted Subsidiaries for such period, plus (B) the annual
interest expense with respect to any Indebtedness proposed to be Incurred by
such Person or its Restricted Subsidiaries, minus (C) Consolidated Interest
Expense of such Person to the extent included in clause (ii)(A) with respect to
any Indebtedness that will no longer be outstanding as a result of the
Incurrence of the Indebtedness proposed to be Incurred, plus (D) the annual
interest expense with respect to any other Indebtedness Incurred by such Person
or its Restricted Subsidiaries since the end of such period to the extent not
included in clause (ii)(A), minus (E) Consolidated Interest Expense of such
Person and its Restricted Subsidiaries to the extent included in clause (ii)(A)
with respect to any Indebtedness that no longer is outstanding as a result of
the Incurrence of the Indebtedness referred to in clause (ii)(D); provided,
however, that in making such computation, the Consolidated Interest Expense of
such Person and its Restricted Subsidiaries attributable to interest on any
Indebtedness bearing a floating interest rate shall be computed on a pro forma
basis as if the rate in effect on the date of computation (after giving effect
to any hedge in respect of such Indebtedness that will, by its terms, remain in
effect until the earlier of the maturity of such Indebtedness or the date one
year after the date of such determination) had been the applicable rate for the
entire period; provided, further, however, that, in the event such Person or any
of its Restricted Subsidiaries has made any Asset Dispositions or acquisitions
of assets not in the ordinary course of business (including acquisitions of
other Persons by merger, consolidation or purchase of Capital Stock) during or
after such period and on or prior to the date of measurement, such computation
shall be made on a pro forma basis as if the Asset Dispositions or acquisitions
had taken place on the first day of such period. Calculations of pro forma
amounts in accordance with this definition shall be done in accordance with Rule
11-02 of Regulation S-X under the Securities Act of 1933 or any successor
provision.

         "Consolidated Income Tax Expense" of any Person means for any period
the consolidated provision for income taxes of such Person and its Restricted
Subsidiaries for such period calculated on a consolidated basis in accordance
with GAAP.

                                       55



         "Consolidated Interest Expense" for any Person means for any period the
consolidated interest expense included in a consolidated income statement
(without deduction of interest or finance charge income of such Person except to
the extent such interest or finance charge income is received by the Company or
a Restricted Subsidiary in cash) of such Person and its Restricted Subsidiaries
except to the extent such net income is received by the Company or a Restricted
Subsidiary in cash of such Person for such period calculated on a consolidated
basis in accordance with GAAP, plus discount on receivables sold or other
discount related to any receivables securitization transaction (including any
Qualified Securitization Transaction), plus the product of (a) all dividends or
distributions, whether paid or accrued and whether or not in cash, on any series
of preferred stock or the Trust Preferred Securities of such Person or any of
its Restricted Subsidiaries, other than dividends on Equity Interests payable
solely in Equity Interests of the Company (other than Disqualified Stock) or to
the Company or a Restricted Subsidiary, multiplied by (to the extent such
dividends or distributions are not deductible for federal income tax purposes)
(b) a fraction, the numerator of which is one and the denominator of which is
one minus the then current combined federal, state and local statutory tax rate
of such Person, expressed as a decimal, in each case, on a consolidated basis
and in accordance with GAAP.

         "Consolidated Net Income" of any Person means for any period the
consolidated net income (or loss) of such Person for such period determined on a
consolidated basis in accordance with GAAP; provided, however, that there shall
be excluded therefrom (a) the net income (or loss) of any Person acquired by
such Person or a Restricted Subsidiary of such Person in a pooling-of-interests
transaction for any period prior to the date of such transaction, (b) the net
income (but not net loss) of any Restricted Subsidiary of such Person which is
subject to restrictions which prevent or limit the payment of dividends or the
making of distributions to such Person to the extent of such restrictions
(regardless of any waiver thereof), (c) the net income of any Person that is not
a Restricted Subsidiary of such Person, except to the extent of the amount of
dividends or other distributions representing such Person's proportionate share
of such other Person's net income for such period actually paid in cash to such
Person by such other Person during such period, (d) gains or losses on Asset
Dispositions by such Person or its Restricted Subsidiaries, (e) all
extraordinary gains and extraordinary losses determined in accordance with GAAP,
(f) in the case of a successor to the referent Person by consolidation or merger
or as a transferee of the referent Person's assets, any earnings (or losses) of
the successor corporation prior to such consolidation, merger or transfer of
assets and (g) the Net Income (but not loss) of any Unrestricted Subsidiary will
be excluded, whether or not distributed to the specified Person or one of its
Subsidiaries.

         "Continuing Director" means a director who either was a member of the
Board of Directors of the Company on the Issue Date or who became a director of
the Company subsequent to the Issue Date and whose election, or nomination for
election by the Company's shareholders, was duly approved by a majority of the
Continuing Directors then on the Board of Directors of the Company, either by a
specific vote or by approval of the proxy statement issued by the Company on
behalf of the entire Board of Directors of the Company in which such individual
is named as nominee for director.

         "Default" means any event that is, or after notice or lapse of time or
both would become, an Event of Default.

         "Designated Senior Indebtedness" means (i) so long as the Revolving
Credit Facility is outstanding, the Senior Indebtedness incurred under the
Revolving Credit Facility and (ii) thereafter, any other Senior Indebtedness
which has at the time of initial issuance an aggregate outstanding principal
amount in excess of $25 million which has been designated as Designated Senior
Indebtedness by the Board of Directors of the Company at the time of initial
issuance in a resolution delivered to the Trustee.

         "Disqualified Stock" of any Person means any Capital Stock of such
Person which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof,
in whole or in part, on or prior to the final maturity of the Notes.

         "Eligible Accounts Receivable" means the face value of all "eligible
receivables" of the Company and its Restricted Subsidiaries party to any credit
agreement constituting the Revolving Credit Facility (as such term is defined
for purposes of such credit agreement).

                                       56



         "Eligible Inventory" means the face value of all "eligible inventory"
of the Company and its Restricted Subsidiaries party to any credit agreement
constituting the Revolving Credit Facility (as such term is defined for purposes
of such credit agreement).

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the Commission thereunder.

         "GAAP" means generally accepted accounting principles, consistently
applied, as in effect on the Issue Date in the United States of America, as set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as is approved by a significant segment of the
accounting profession.

         "guarantee" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing any Indebtedness of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including,
without limitation, any obligation of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment of such Indebtedness, (ii) to purchase property, securities or
services for the purpose of assuring the holder of such Indebtedness of the
payment of such Indebtedness, or (iii) to maintain working capital, equity
capital or other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness (and
"guaranteed," "guaranteeing" and "guarantor" shall have meanings correlative to
the foregoing); provided, however, that the guarantee by any Person shall not
include endorsements by such Person for collection or deposit, in either case,
in the ordinary course of business.

         "Guarantee" means the guarantee of the Notes by each Guarantor under
the Indenture.

         "Guarantor Senior Indebtedness" means, with respect to any Guarantor,
at any date, (i) the maximum amount of all Indebtedness of such Guarantor under
the Revolving Credit Facility, including principal, premium, if any, and
interest on such Indebtedness and all other amounts due on or in connection with
such Indebtedness including all charges, fees and expenses (without regard to
any limitation set forth in the terms thereof and whether or not such
Indebtedness is invalidated or set aside or otherwise legally unenforceable,
unless due to willful misconduct or bad faith on the part of the lenders under
the Revolving Credit Facility or their agent), (ii) all other Indebtedness of
such Guarantor for borrowed money, including principal, premium, if any, and
interest on such Indebtedness, unless the instrument under which such
Indebtedness of such Guarantor for borrowed money is created, incurred, assumed
or guaranteed expressly provides that such Indebtedness for borrowed money is
not senior or superior in right of payment to the Guarantee of such Guarantor,
and all renewals, extensions, modifications, amendments or refinancings thereof
and (iii) all interest on any Indebtedness referred to in clauses (i) and (ii)
during the pendency of any bankruptcy or insolvency proceeding, whether or not
allowed thereunder. Notwithstanding the foregoing, Guarantor Senior Indebtedness
shall not include (a) Indebtedness which is pursuant to its terms or any
agreement relating thereto or by operation of law subordinated or junior in
right of payment or otherwise to any other Indebtedness of such Guarantor
(without regard, with respect to the Revolving Credit Facility, to any
limitation set forth in the terms thereof and other than, with respect to the
Revolving Credit Facility, due to the legal invalidity thereof, unless due to
the willful misconduct or bad faith on the part of the lenders under the
Revolving Credit Facility or their agent); provided, however, that no
Indebtedness of such Guarantor shall be deemed to be subordinated or junior in
right of payment or otherwise to any other Indebtedness of such Guarantor solely
by reason of such other Indebtedness being secured and such Indebtedness not
being secured, (b) the Guarantees, (c) any Indebtedness of such Guarantor to any
of its Subsidiaries, (d) any Indebtedness which, when incurred and without
respect to any election under Section 1111(b) of the Bankruptcy Code, is without
recourse to such Guarantor, and (e) any Indebtedness or other obligation of such
Guarantor pursuant to or in connection with any Qualified Securitization
Transaction (whether entered into before or after the Issue Date) or the Trust
Obligations.

         "Guarantors" means (i) each of Owens & Minor Medical, Inc., a Virginia
corporation; National Medical Supply Corporation, a Delaware corporation; Owens
& Minor West, Inc., a California corporation; Koley's Medical Supply, Inc., a
Nebraska corporation and Stuart Medical, Inc., a Pennsylvania corporation; and
(ii) each

                                       57



future Restricted Subsidiary that guarantees or otherwise provides credit
support (pursuant to the grant of a security interest or otherwise) for any
obligation of the Company or any of its Subsidiaries under the Revolving Credit
Facility.

         "Incur" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (including by conversion, exchange or
otherwise), assume, guarantee or otherwise become liable in respect of such
Indebtedness or other obligation or the recording, as required pursuant to GAAP
or otherwise, of any such Indebtedness or other obligation on the balance sheet
of such Person (and "Incurrence," "Incurred" and "Incurring" shall have meanings
correlative to the foregoing). Indebtedness of any Person or any of its
Subsidiaries existing at the time such Person becomes a Subsidiary of the
Company (or is merged into or consolidates with the Company or any of its
Subsidiaries), whether or not such Indebtedness was incurred in connection with,
or in contemplation of, such Person becoming a Subsidiary of the Company (or
being merged into or consolidated with the Company or any of its Subsidiaries),
shall be deemed Incurred at the time any such Person becomes a Subsidiary of the
Company or merges into or consolidates with the Company or any of its
Subsidiaries.

         "Indebtedness" means (without duplication), with respect to any Person,
whether recourse is to all or a portion of the assets of such Person and whether
or not contingent, (i) every obligation of such Person for money borrowed, (ii)
every obligation of such Person evidenced by bonds, debentures, notes or other
similar instruments, including obligations incurred in connection with the
acquisition of property, assets or businesses, (iii) every reimbursement
obligation of such Person with respect to letters of credit, bankers'
acceptances or similar facilities issued for the account of such Person, (iv)
every obligation of such Person issued or assumed as the deferred purchase price
of property or services (but excluding trade accounts payable or accrued
liabilities arising in the ordinary course of business), (v) every Capital Lease
Obligation of such Person, (vi) every net obligation under interest rate swap or
similar agreements or foreign currency hedge, exchange or similar agreements of
such Person and (vii) every obligation of the type referred to in clauses (i)
through (vi) of another Person and all dividends of another Person the payment
of which, in either case, such Person has guaranteed or is responsible or liable
for, directly or indirectly, as obligor, guarantor or otherwise. Indebtedness
shall include the liquidation preference and any mandatory redemption payment
obligations in respect of any Disqualified Stock of the Company, and any
Preferred Stock of a Restricted Subsidiary of the Company. Indebtedness shall
never be calculated taking into account any cash and cash equivalents held by
such Person. Indebtedness shall not include (A) obligations of the Company or
its Subsidiaries in respect of loans against life insurance policies of which
any of them is the owner not in excess of the aggregate cash values thereof, (B)
guarantees entered into prior to the Issue Date by the Company or its
Subsidiaries in respect of Indebtedness of their customers in an aggregate
amount of not more than $5 million or (C) the obligations of the Company or its
Subsidiaries in respect of any Qualified Securitization Transaction.

         "Initial Securitization" means the transactions entered into in
connection with the Receivables Purchase Agreement dated as of July 14, 2000,
among O&M Funding Corp., the Company, Falcon Asset Securitization Corporation,
Receivables Capital Corporation, Liberty Street Funding Corp., Bank One, NA,
Bank of America, National Association, and The Bank of Nova Scotia as amended,
restated, supplemented, replaced or otherwise modified from time to time.

         "Investment" by any Person means any direct or indirect loan, advance,
guarantee or other extension of credit or capital contribution to (by means of
transfers of cash or other property to others or payments for property or
services for the account or use of others, or otherwise), or purchase or
acquisition of Capital Stock, bonds, notes, debentures or other securities or
evidence of Indebtedness issued by any other Person.

         "Investment Grade Rating" means a rating equal to or higher than Baa3
(or the equivalent) by Moody's and BBB- (or the equivalent) by S&P.

         "Issue Date" means the original issue date of the Notes.

         "Junior Subordinated Debentures" shall mean up to $142,268,050
aggregate principal amount of Junior Convertible Subordinated Debentures
pursuant to the Junior Subordinated Indenture dated as of May 13, 1998 between
the Company and the First National Bank of Chicago, as Trustee, and the First
Supplemental Indenture dated as of May 13, 1998 to such Indenture, as in effect
on the Issue Date.

         "Lien" means, with respect to any property or assets, any mortgage or
deed of trust, pledge, hypothecation, assignment, security interest, lien,
charge, easement (other than any easement not materially

                                       58



impairing usefulness or marketability), encumbrance, preference, priority or
other security agreement with respect to such property or assets (including,
without limitation, any conditional sale or other title retention agreement
having substantially the same economic effect as any of the foregoing).

         "Moody's" means Moody's Investors Service, Inc. or any successor to the
rating agency business thereof.

         "Net Available Proceeds" from any Asset Disposition by any Person means
cash or readily marketable cash equivalents received (including by way of sale
or discounting of a note, installment receivable or other receivable, but
excluding any other consideration received in the form of assumption by the
acquiror of Indebtedness or other obligations relating to such properties or
assets or received in any other non-cash form) therefrom by such Person,
including any cash received by way of deferred payment or upon the monetization
or other disposition of any non-cash consideration (including notes or other
securities) received in connection with such Asset Disposition, net of (i) all
legal, title and recording tax expenses, commissions and other fees and expenses
incurred and all federal, state, foreign and local taxes required to be accrued
as a liability as a consequence of such Asset Disposition, (ii) all payments
made by such Person or its Restricted Subsidiaries on any Indebtedness which is
secured by such assets (other than Senior Indebtedness or Guarantor Senior
Indebtedness) in accordance with the terms of any Lien upon or with respect to
such assets or which must by the terms of such Lien, or in order to obtain a
necessary consent to such Asset Disposition or by applicable law, be repaid out
of the proceeds from such Asset Disposition, (iii) all payments made with
respect to liabilities associated with the assets which are the subject of the
Asset Disposition, including, without limitation, trade payables and other
accrued liabilities, (iv) appropriate amounts to be provided by such Person or
any Restricted Subsidiary thereof, as the case may be, as a reserve in
accordance with GAAP against any liabilities associated with such assets and
retained by such Person or any Restricted Subsidiary thereof, as the case may
be, after such Asset Disposition, including, without limitation, liabilities
under any indemnification obligations and severance and other employee
termination costs associated with such Asset Disposition, until such time as
such amounts are no longer reserved or such reserve is no longer necessary (at
which time any remaining amounts will become Net Available Proceeds to be
allocated in accordance with the provisions of clause (iii) of the covenant of
the Indenture described under "--Covenants--Limitation on Certain Asset
Dispositions") and (v) all distributions and other payments made to minority
interest holders in Subsidiaries of such Person or joint ventures as a result of
such Asset Disposition.

         "Non-Recourse Debt" means Indebtedness: (1) as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or
otherwise, or (c) constitutes the lender; and (2) no default with respect to
which (including any rights that the holders of the Indebtedness may have to
take enforcement action against an Unrestricted Subsidiary) would permit upon
notice, lapse of time or both any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment of the Indebtedness to be accelerated or
payable prior to its stated maturity; and (3) as to which the lenders have been
notified in writing that they will not have any recourse to the stock or assets
of the Company or any of its Restricted Subsidiaries.

         "O&M Funding Corp." means O&M Funding Corp., a Virginia corporation,
and its successors.

         "O&M Trust" means Owens & Minor Trust I, a Delaware business trust, and
its successors.

         "Offer to Purchase" means a written offer (the "Offer") sent by the
Company by first class mail, postage prepaid, to each Holder at his address
appearing in the register for the Notes on the date of the Offer offering to
purchase up to the principal amount of Notes specified in such Offer at the
purchase price specified in such Offer (as determined pursuant to the
Indenture). Unless otherwise required by applicable law, the Offer shall specify
an expiration date (the "Expiration Date") of the Offer to Purchase which shall
be not less than 30 days nor more than 60 days after the date of such Offer and
a settlement date (the "Purchase Date") for purchase of Notes within five
Business Days after the Expiration Date. The Company shall notify the Trustee at
least 15 Business Days (or such shorter period as is acceptable to the Trustee)
prior to the mailing of the Offer of the Company's obligation to make an Offer
to Purchase, and the Offer shall be mailed by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company. The Offer
shall contain all the information required by applicable law to be included
therein. The Offer shall contain all instructions and materials necessary to
enable such Holders to tender Notes pursuant to the Offer to Purchase. The Offer
shall also state:

                                       59



          (1)  the Section of the Indenture pursuant to which the Offer to
     Purchase is being made;

          (2)  the Expiration Date and the Purchase Date;

          (3)  the aggregate principal amount of the outstanding Notes offered
     to be purchased by the Company pursuant to the Offer to Purchase
     (including, if less than 100%, the manner by which such amount has been
     determined pursuant to the Section of the Indenture requiring the Offer to
     Purchase) (the "Purchase Amount");

          (4)  the purchase price to be paid by the Company for each $1,000
     aggregate principal amount of Notes accepted for payment (as specified
     pursuant to the Indenture) (the "Purchase Price");

          (5)  that the Holder may tender all or any portion of the Notes
     registered in the name of such Holder and that any portion of a Note
     tendered must be tendered in an integral multiple of $1,000 principal
     amount;

          (6)  the place or places where Notes are to be surrendered for tender
     pursuant to the Offer to Purchase;

          (7)  that interest on any Note not tendered or tendered but not
     purchased by the Company pursuant to the Offer to Purchase will continue to
     accrue;

          (8)  that on the Purchase Date the Purchase Price will become due and
     payable upon each Note being accepted for payment pursuant to the Offer to
     Purchase and that interest thereon shall cease to accrue on and after the
     Purchase Date;

          (9)  that each Holder electing to tender all or any portion of a Note
     pursuant to the Offer to Purchase will be required to surrender such Note
     at the place or places specified in the Offer prior to the close of
     business on the Expiration Date (such Note being, if the Company or the
     Trustee so requires, duly endorsed by, or accompanied by a written
     instrument of transfer in form satisfactory to the Company and the Trustee
     duly executed by, the Holder thereof or his attorney duly authorized in
     writing);

          (10) that Holders will be entitled to withdraw all or any portion of
     Notes tendered if the Company (or its Paying Agent) receives, not later
     than the close of business on the fifth Business Day next preceding the
     Expiration Date, a telegram, telex, facsimile transmission or letter
     setting forth the name of the Holder, the principal amount of the Note the
     Holder tendered, the certificate number of the Note the Holder tendered and
     a statement that such Holder is withdrawing all or a portion of his tender;

          (11) that (a) if Notes in an aggregate principal amount less than or
     equal to the Purchase Amount are duly tendered and not withdrawn pursuant
     to the Offer to Purchase, the Company shall purchase all such Notes and (b)
     if Notes in an aggregate principal amount in excess of the Purchase Amount
     are tendered and not withdrawn pursuant to the Offer to Purchase, the
     Company shall purchase Notes having an aggregate principal amount equal to
     the Purchase Amount on a pro rata basis (with such adjustments as may be
     deemed appropriate so that only Notes in denominations of $1,000 or
     integral multiples thereof shall be purchased); and

          (12) that in the case of any Holder whose Note is purchased only in
     part, the Company shall execute and the Trustee shall authenticate and
     deliver to the Holder of such Note without service charge, a new Note or
     Notes, of any authorized denomination as requested by such Holder, in an
     aggregate principal amount equal to and in exchange for the unpurchased
     portion of the Note so tendered.

         An Offer to Purchase shall be governed by and effected in accordance
with the provisions above pertaining to any Offer.

         "Permitted Business" means any business (including stock or assets)
that derives a majority of its revenues from the business engaged in by the
Company and its Restricted Subsidiaries on the date of original issuance of the
Notes and/or activities that are reasonably similar, ancillary or related to, or
a reasonable extension, development or expansion of, the businesses in which the
Company and its Restricted Subsidiaries are engaged on the date of original
issuance of the Notes, including, without limitation, the third party logistics
business.

                                       60



         "Permitted Investments" means (i) Investments in marketable, direct
obligations issued or guaranteed by the United States of America, or any
governmental entity or agency or political subdivision thereof (provided, that
the good faith and credit of the United States of America is pledged in support
thereof), maturing within one year of the date of purchase; (ii) Investments in
commercial paper issued by corporations or financial institutions maturing
within 180 days from the date of the original issue thereof, and rated "P-l" or
better by Moody's or "A-1" or better by S&P or an equivalent rating or better by
any other nationally recognized securities rating agency; (iii) Investments in
certificates of deposit issued or acceptances accepted by or guaranteed by any
bank or trust company organized under the laws of the United States of America
or any state thereof or the District of Columbia, in each case having capital,
surplus and undivided profits totaling more than $500,000,000, maturing within
one year of the date of purchase; (iv) Investments representing Capital Stock or
obligations issued to the Company or any of its Subsidiaries in the course of
the good faith settlement of claims against any other Person or by reason of a
composition or readjustment of debt or a reorganization of any debtor of the
Company or any of its Subsidiaries; (v) deposits, including interest-bearing
deposits, maintained in the ordinary course of business in banks; (vi) any
acquisition of the Capital Stock of any Person; provided, however, that after
giving effect to any such acquisition such Person shall become a Restricted
Subsidiary of the Company; (vii) trade receivables and prepaid expenses, in each
case arising in the ordinary course of business; provided, however, that such
receivables and prepaid expenses would be recorded as assets of such Person in
accordance with GAAP; (viii) endorsements for collection or deposit in the
ordinary course of business by such Person of bank drafts and similar negotiable
instruments of such other Person received as payment for ordinary course of
business trade receivables; (ix) any interest swap or hedging obligation with an
unaffiliated Person otherwise permitted by the Indenture; (x) Investments
received as consideration for an Asset Disposition in compliance with the
provisions of the Indenture described under "--Covenants--Limitation on Certain
Asset Dispositions" above; (xi) Investments for which the sole consideration
provided is Capital Stock of the Company (other than Disqualified Stock); (xii)
loans and advances to employees made in the ordinary course of business; (xiii)
Investments outstanding on the Issue Date; (xiv) so long as no Default or Event
of Default has occurred and is continuing, Investments in Persons or entities in
an aggregate outstanding amount (valued at the cost thereof) not to exceed at
any time $25 million, (xv) payments on the guarantee referred to in the last
sentence of the definition of the term "Indebtedness" and (xvi) Investments made
in or by any Securitization Subsidiary in connection with and required pursuant
to the terms of any Qualified Securitization Transaction or in the Special
Purpose Trust in connection with and required by the terms of the Trust
Obligations.

         "Person" means any individual, corporation, limited or general
partnership, limited liability company, joint venture, association, joint stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.

         "Preferred Stock", as applied to the Capital Stock of any Person, means
Capital Stock of such Person of any class or classes (however designated) that
ranks prior, as to the payment of dividends or as to the distribution of assets
upon any voluntary or involuntary liquidation, dissolution or winding up of such
Person, to shares of Capital Stock of any other class of such Person.

         "Purchase Date" has the meaning set forth in the definition of "Offer
to Purchase" above.

         "Qualified Securitization Transaction" means the Initial Securitization
and any other transaction or series of transactions that has been or may be
entered into by the Company or any of its Restricted Subsidiaries in connection
with or reasonably related to a transaction or series of transactions in which
the Company or any of its Restricted Subsidiaries may sell, convey or otherwise
transfer to (i) a Securitization Subsidiary or (ii) any other Person, or may
grant a security interest in, any Receivables and Receivables Related Assets or
interests therein secured by the merchandise or services financed thereby
(whether such Receivables and Receivables Related Assets are then existing or
arising in the future) of the Company or any of its Restricted Subsidiaries, and
any assets related thereto including, without limitation, all security interests
in merchandise or services financed thereby, all collections received (including
recoveries) and proceeds of such Receivables and Receivables Related Assets, and
other assets which are customarily sold or in respect of which security
interests are customarily granted in connection with securitization transactions
involving such assets.

         "Rating Agency" means each of S&P and Moody's, or if S&P or Moody's or
both shall not make a rating on the notes publicly available, a nationally
recognized statistical rating agency or agencies, as the case may be, selected
by us (as certified by a resolution of our Board of Directors) which shall be
substituted for S&P or Moody's, or both, as the case may be.

                                       61



         "Receivables" means any right of payment, whether constituting an
account, chattel paper, instrument, general intangible or otherwise, arising in
connection with the sale, lease or financing by the Company or any Restricted
Subsidiary of the Company of merchandise or rendering of services, and monies
due thereunder.

         "Receivables Related Assets" means (i) any rights arising under the
documentation governing or relating to Receivables (including rights in respect
of Liens securing such Receivables and other credit support in respect of such
Receivables), (ii) any proceeds of such Receivables and any lockboxes or
accounts in which such proceeds are deposited, (iii) spread accounts and other
similar accounts (and any amounts on deposit therein) established in connection
with a Qualified Securitization Transaction, (iv) any warranty, indemnity,
dilution and other intercompany claim arising out of the documentation
evidencing such Qualified Securitization Transaction and (v) other assets that
are customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable.

         "Related Person" of any Person means any other Person directly or
indirectly owning (a) 5% or more of the outstanding Common Stock of such Person
(or, in the case of a Person that is not a corporation, 5% or more of the equity
interest in such Person) or (b) 5% or more of the combined voting power of the
Voting Stock of such Person.

         "Replacement Assets" means properties or assets used or useful in a
Permitted Business.

         "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

         "Revolving Credit Facility" means the Credit Agreement, dated as of
April 24, 2000, as amended, among the Company as borrower thereunder, certain
Subsidiaries of the Company as guarantors thereunder, the lenders named therein,
and Bank of America, N.A., as administrative agent, including any deferrals,
renewals, extensions, replacements, refinancings or refundings thereof, or
amendments, modifications or supplements thereto and any agreement providing
therefor whether by or with the same or any other lender, creditors, group of
lenders or group of creditors and including related notes, guarantee agreements
and other instruments and agreements executed in connection therewith.

         "S&P" means Standard & Poor's Ratings Group, Inc., or any successor to
the rating agency business thereof.

         "Securitization Subsidiary" means O&M Funding Corp. and any other
Wholly Owned Subsidiary of the Company which engages in no activities other than
those reasonably related to or in connection with the entering into of
securitization transactions and which is designated by the Board of Directors of
the Company (as provided below) as a Securitization Subsidiary provided that
with respect to O&M Funding Corp. or any such other Wholly Owned Subsidiary (a)
no portion of the indebtedness or any other obligations (contingent or
otherwise) of any such Restricted Subsidiary (i) is guaranteed by the Company or
any other Restricted Subsidiary of the Company other than pursuant to Standard
Securitization Obligations, (ii) is recourse to or obligates the Company or any
other Restricted Subsidiary of the Company in any way other than pursuant to
Standard Securitization Obligations or (iii) subjects the Company or any other
Restricted Subsidiary of the Company, directly or indirectly, contingently or
otherwise, to any Lien or to the satisfaction thereof, other than pursuant to
Standard Securitization Obligations, (b) neither the Company nor any other
Restricted Subsidiary of the Company (i) provides any credit support to or (ii)
has any material contract, agreement, arrangement or understanding no less
favorable to the Company or such Restricted Subsidiary than could be obtained
from an unrelated person (other than, in the case of subclauses (i) and (ii) of
this clause (b), entered into in the ordinary course of business in connection
with a Qualified Securitization Transaction and intercompany notes relating to
the sale of Receivables to such Securitization Subsidiary) with any such
Restricted Subsidiary and (c) neither the Company nor any Restricted Subsidiary
of the Company has any obligation to maintain or preserve the financial
condition of any such Restricted Subsidiary or to cause such entity to achieve
certain levels of operating results. Any such designation by the Board of
Directors of the Company (other than with respect to O&M Funding Corp.) shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the
resolutions of the Board of Directors of the Company giving effect to such
designation.

         "Senior Indebtedness" means, at any date, (i) all Indebtedness of the
Company under the Revolving Credit Facility, including principal, premium, if
any, and interest on such Indebtedness and all other amounts due on or in
connection with such Indebtedness including all charges, fees and expenses, (ii)
all other Indebtedness of the

                                       62



Company for borrowed money, including principal, premium, if any, and interest
on such Indebtedness, unless the instrument under which such Indebtedness of the
Company for money borrowed is created, incurred, assumed or guaranteed expressly
provides that such Indebtedness for money borrowed is not senior or superior in
right of payment to the Notes, and all renewals, extensions, modifications,
amendments or refinancings thereof and (iii) all interest on any Indebtedness
referred to in clauses (i) and (ii) accruing during the pendency of any
bankruptcy or insolvency proceeding, whether or not allowed thereunder.
Notwithstanding the foregoing, Senior Indebtedness shall not include (a)
Indebtedness which is pursuant to its terms or any agreement relating thereto or
by operation of law subordinated or junior in right of payment or otherwise to
any other Indebtedness of the Company; provided, however, that no Indebtedness
of the Company shall be deemed to be subordinate or junior in right of payment
or otherwise to any other Indebtedness of the Company solely by reason of such
other Indebtedness being secured and such Indebtedness not being secured, (b)
the Notes, (c) any Indebtedness of the Company to any Restricted Subsidiary of
the Company, (d) any Indebtedness which, when incurred and without respect to
any election under Section 1111(b) of the Bankruptcy Code, is without recourse
to the Company, and (e) any Indebtedness or other obligation of the Company
pursuant to or in connection with any Qualified Securitization Transaction or
the Trust Obligations (whether entered into before or after the Issue Date).

         "Special Purpose Trust" means O&M Trust a statutory business trust
established by the Company for the purpose of issuing the Trust Preferred
Securities for aggregate gross proceeds of up to $138,000,000 and issuing up to
$4,268,050 of common beneficial interests.

         "Standard Securitization Obligations" means representations,
warranties, covenants and indemnities (including those related to servicing)
entered into by the Company or any Restricted Subsidiary which are reasonably
customary in Qualified Securitization Transactions.

         "Subsidiary" of any Person means (i) a corporation more than 50% of the
outstanding Voting Stock of which is owned, directly or indirectly, by such
Person or by one or more other Subsidiaries of such Person or by such Person and
one or more other Subsidiaries thereof or (ii) any other Person (other than a
corporation) in which such Person, or one or more other Subsidiaries of such
Person or such Person and one or more other Subsidiaries thereof, directly or
indirectly, has at least a majority ownership and voting power relating to the
policies, management and affairs thereof.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

         "Trust Obligations" means the obligations of the Company and its
Restricted Subsidiaries under the Trust Preferred Securities, the related Junior
Subordinated Debentures and the agreements entered into in connection therewith,
all as in effect on the Issue Date.

         "Trust Preferred Securities" means the 2,640,000 $2.6875 Term
Convertible Securities of the Special Purpose Trust outstanding as of the Issue
Date, as in effect at such time, less the aggregate liquidation amount of such
Trust Preferred Securities that is prepaid, redeemed, repurchased or retired
from time to time.

         "Trust Securities" means the Trust Preferred Securities and the Junior
Subordinated Debentures.

         "Unrestricted Subsidiary" means any Subsidiary of the Company (or any
successor to any of them) that is designated by the Board of Directors as an
Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent
that such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt; (2)
is not party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary of the Company unless the terms of any such
agreement, contract, arrangement or understanding are no less favorable to the
Company or such Restricted Subsidiary than those that might be obtained at the
time from Persons who are not Affiliates of the Company; (3) is a Person with
respect to which neither the Company nor any of its Restricted Subsidiaries has
any direct or indirect obligation (a) to subscribe for additional Equity
Interests or (b) to maintain or preserve such Person's financial condition or to
cause such Person to achieve any specified levels of operating results; (4) has
not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Company or any of its Restricted Subsidiaries; and (5)
has at least one director on its Board of Directors that is not a director or
executive officer of the Company or any of its Restricted Subsidiaries and has
at least one executive officer that is not a director or executive officer of
the Company or any of its Restricted Subsidiaries.

                                       63



         Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
officers' certificate certifying that such designation complied with the
preceding conditions and was permitted by the covenant described above under the
caption "--Covenants--Limitation on Restricted Payments." If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted
Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary
will be deemed to be incurred by a Restricted Subsidiary of the Company as of
such date and, if such Indebtedness is not permitted to be incurred as of such
date under the covenant described under the caption "--Covenants--Limitation on
Indebtedness," the Company will be in default of such covenant. The Board of
Directors of the Company may at any time designate any Unrestricted Subsidiary
to be a Restricted Subsidiary; provided that such designation will be deemed to
be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of
any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation will only be permitted if (1) such Indebtedness is permitted under
the covenant described under the caption "--Covenants--Limitation on
Indebtedness," calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period; and (2) no
Default or Event of Default would be in existence following such designation.

         "Voting Stock" of any Person means the Capital Stock of such Person
which ordinarily has voting power for the election of directors (or persons
performing similar functions) of such Person, whether at all times or only so
long as no senior class of securities has such voting power by reason of any
contingency.

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

              (1) the sum of the products obtained by multiplying (a) the amount
     of each then remaining installment, sinking fund, serial maturity or other
     required payments or principal, including payment at final maturity, in
     respect of the Indebtedness, by (b) the number of years (calculated to the
     nearest one-twelfth) that will elapse between such date and the making of
     such payment; by

              (2) the then outstanding principal amount of such Indebtedness.

         "Wholly Owned Subsidiary" of any Person means a Restricted Subsidiary
of such Person all of the outstanding Capital Stock or other ownership interests
of which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.

                                       64



                        FEDERAL INCOME TAX CONSIDERATIONS

          The following is a summary of the material U.S. federal income tax
considerations relating to the exchange of outstanding notes for exchange notes
in the exchange offer. It does not contain a complete analysis of all the
potential tax considerations relating to the exchange. This summary is limited
to holders of outstanding notes who hold the outstanding notes as "capital
assets" within the meaning of Section 1221 of the Internal Revenue Code of 1986
(in general, assets held for investment). Special situations, such as the
following, are not addressed:

          .   tax consequences to holders who may be subject to special tax
              treatment, such as tax-exempt entities, dealers in securities or
              currencies, financial institutions, insurance companies, regulated
              investment companies, traders in securities that elect to use a
              mark-to-market method of accounting for their securities holdings
              or corporations that accumulate earnings to avoid U.S. federal
              income tax;

          .   tax consequences to persons holding notes as part of a hedging,
              integrated, constructive sale or conversion transaction or a
              straddle or other risk reduction transaction;

          .   tax consequences to holders whose "functional currency" is not the
              U.S. dollar;

          .   tax consequences to persons who hold notes through a partnership
              or similar pass-through entity;

          .   alternative minimum tax consequences, if any; or

          .   any state, local or foreign tax consequences.

          The discussion below is based upon the provisions of the Code,
existing and proposed Treasury regulations promulgated under the Code, and
rulings, judicial decisions and administrative interpretations under the Code,
as of the date of the prospectus. Those authorities may be changed, perhaps
retroactively, so as to result in U.S. federal income tax consequences different
from those discussed below.

Consequences of Tendering Notes

          The exchange of your outstanding notes for exchange notes in the
exchange offer would not constitute an exchange for federal income tax purposes.
Accordingly, the exchange offer would have no federal income tax consequences to
you if you exchange your outstanding notes. For example, there would be no
change in your tax basis and your holding period would carry over to the
exchange notes. In addition, the federal income tax consequences of holding and
disposing of your exchange notes would also be the same as those applicable to
your outstanding notes.

          The preceding discussion of certain U.S. federal income tax
considerations is for general information only and is not tax advice.
Accordingly, each investor should consult its own tax advisor as to particular
tax consequences to it of exchanging outstanding notes for exchange notes,
including the applicability and effect of any state, local or foreign tax laws,
and of any proposed changes in applicable laws.

                                       65



                              PLAN OF DISTRIBUTION

          Each broker-dealer that receives exchange notes in the exchange offer
for its own account must acknowledge that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of the
exchange notes. We reserve the right in our sole discretion to purchase or make
offers for, or to offer exchange notes for, any outstanding notes that remain
outstanding after the expiration of the exchange offer pursuant to this
prospectus or otherwise and, to the extent permitted by applicable law, purchase
outstanding notes in the open market, in privately negotiated transactions or
otherwise. This prospectus, as it may be amended or supplemented from time to
time, may be used by all persons subject to the prospectus delivery requirements
of the Securities Act, including broker-dealers in connection with resales of
exchange notes received in the exchange offer, where the exchange notes were
acquired as a result of market-making activities or other trading activities and
may be used by us to purchase any outstanding notes that remain outstanding
after expiration of the exchange offer. We have agreed that, for a period of 180
days after the expiration of the exchange offer, we will make this prospectus,
as amended or supplemented, available to any broker-dealer for use in connection
with such a resale.

          We will not receive any proceeds from any sale of exchange notes by
broker-dealers. Exchange notes received by broker-dealers in the exchange offer
for their own account may be sold from time to time in one or more transactions
in the over-the-counter market, in negotiated transactions, through the writing
of options on the exchange notes or a combination of those methods of resale, at
market prices prevailing at the time of resale, at prices related to the
prevailing market prices or negotiated prices. Any resale may be made directly
to purchasers or to or through brokers or dealers who may receive compensation
in the form of commissions or concessions from any broker-dealer and/or the
purchasers of any of the exchange notes. Any broker-dealer that resells exchange
notes that were received by it in the exchange offer for its own account and any
broker or dealer that participates in a distribution of the exchange notes may
be deemed to be an "underwriter" within the meaning of the Securities Act and
any profit on such a resale of the exchange notes and any commissions or
concessions received by those persons may be deemed to be underwriting
compensation under the Securities Act. The letter of transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act, a broker-dealer will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.

          For a period of 180 days after the expiration of the exchange offer,
we will promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests these documents
in the letter of transmittal. We have agreed to pay certain expenses incident to
our performance of or compliance with the exchange and registration rights
agreement, other than commissions or concessions of any brokers or dealers, and
will indemnify holders of the outstanding notes against certain liabilities,
including liabilities under the Securities Act.

                                  LEGAL MATTERS

         The validity of the exchange notes offered by this prospectus and
certain other matters will be passed upon for us by Hunton & Williams.

                                     experts

         The consolidated financial statements of Owens & Minor, Inc. and
subsidiaries as of December 31, 2000 and 1999 and for each of the years in the
three-year period ended December 31, 2000, incorporated by reference herein in
reliance upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document we file at the Securities and Exchange Commission's public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the public reference rooms. Our Securities and Exchange
Commission filings are also available to the public at the Securities and
Exchange Commission's web site at http://www.sec.gov. Our common stock,
preferred stock purchase rights and

                                       66



2006 notes are listed on the New York Stock Exchange. Our reports, proxy
statements and other information can also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.

     We are "incorporating by reference" the documents listed below that we have
filed with the Securities and Exchange Commission, which means we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus. We incorporate by reference the documents listed below:

     1. Our Annual Report on Form 10-K for the year ended December 31, 2000;

     2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001;

     3. Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001;

     4. Our Current Report on Form 8-K filed on March 20, 2001;

     5. Our Current Report on Form 8-K filed on June 5, 2001;

     6. Our Current Report on Form 8-K filed on June 18, 2001;

     7. Our Current Report on Form 8-K filed on July 5, 2001;

     8. Our Current Report on Form 8-K filed on October 16, 2001; and

     9. All documents that we file with the Securities and Exchange Commission
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this prospectus until the expiration of the exchange offer.

     You may request a copy of those filings, at no cost, by writing or
telephoning us at the following:

        Owens & Minor, Inc.
        4800 Cox Road
        Glen Allen, VA 23060
        (804) 747-9794

     Information that we file later with the Securities and Exchange Commission
and that is incorporated by reference in this prospectus will automatically
update and supersede information contained in this prospectus as if that
information were included in this prospectus.

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                                     [LOGO]
                              Owens & Minor, Inc.

                                OFFER TO EXCHANGE

                 up to $200,000,000 Principal Amount Outstanding
                    8 1/2% Senior Subordinated Notes due 2011
                                       for
                           a like Principal Amount of
                    8 1/2% Senior Subordinated Notes due 2011
           That Have Been Registered under the Securities Act of 1933





                           --------------------------

                                   Prospectus

                                October 19, 2001

                           --------------------------