American Pharmacy Service Corporation; §7; §12; No Action Recommended, 6/29/2001

Your letter and supplemental materials indicate that American Pharmacy Services Corporation ("APSC" or "Cooperative"), a Kentucky corporation, was formed for the purpose of enabling member retail pharmacists ("Members") to aggregate their buying power in negotiating discounts on the purchase of pharmaceutical products from the manufacturers of such products. According to your letter, the Cooperative intends to obtain Members in Texas by making an offering of shares of common stock of APSC ("Shares") and patronage dividend certificates of indebtedness ("Certificates") to certain pharmacies located in Texas, inviting them to become Members of the Cooperative. The primary benefit of being a Member, as stated in your letter, is the lower prices received on pharmaceutical products.