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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CARDINAL HEALTH, INC.
__________________________________________________________________________
(Name of Issuer)
COMMON STOCK
__________________________________________________________________________
(Title of Class of Securities)
14149Y 10 8
_______________________________________________
(CUSIP Number)
JOHN F. HARTIGAN, ESQ. MORGAN, LEWIS & BOCKIUS
801 SOUTH GRAND AVENUE, LOS ANGELES, CA 90017
(213) 612-2500
__________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 26, 1994
____________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 14149Y 10 8
-------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO INVESTMENT FUND, L.P.
__________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
__________________________________________________________________________
3 SEC USE ONLY
__________________________________________________________________________
4 SOURCE OF FUNDS*
OO
__________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) / /
__________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
__________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 565,737 SHARES OF COMMON STOCK
SHARES ___________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH ___________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 565,737 SHARES OF COMMON STOCK
WITH
___________________________________________________________
10 SHARED DISPOSITIVE POWER
__________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,737 SHARES OF COMMON STOCK
__________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
__________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
__________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OR 1934, AS AMENDED
_________________________________________________________________
_________________________________________________________________
This Amendment No. 1 supplements and amends the
Statement on Schedule on 13D dated February 17, 1994 (as so
amended, the "Schedule 13D").
Item 5. Interest in Securities of the Issuer.
______________________________________________
Item 5 is hereby amended by deleting it in its entirety and
substituting the following therefor:
(a) Apollo beneficially owns 565,737 shares of Common
Stock, or 1.4% of the outstanding Common Stock.
(b) The number of shares of Common Stock as to which
there is sole power to vote or to direct the vote, shared
power to vote or to direct the vote, sole power to dispose or
direct the disposition, or shared power to dispose or direct
the disposition for Apollo is set forth in the cover pages
and such information is incorporated herein by reference.
(c) On June 15, 1994, Cardinal effected a 5-for-4
stock split pursuant to which Apollo received an additional
666,784 shares of Common Stock on June 30, 1994. On
September 26, 1994, in connection with the underwritten
public offering of Common Stock of Cardinal, Apollo sold an
aggregrate of 2,768,184 shares of Common Stock at a price of
$39.00 per share, less a gross underwriting discount of $1.25
per share. Except as otherwise disclosed in this Statement,
Apollo has not effected any transactions in shares of Common
Stock during the preceding 60 days.
(d) Not applicable.
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(e) On September 26, 1994, Apollo ceased to be the
beneficial owner of more than five percent of the Common
Stock of Cardinal.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to the Securities of the Issuer.
__________________________________________________________________
Item 6 is hereby amended by inserting the following at the
end thereof:
The response to Item 5(c) is incorporated herein by
this reference.
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SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: September 29, 1994
APOLLO INVESTMENT FUND, L.P.
By: Apollo Advisors, L.P.,
Managing General Partner
By: Apollo Capital Management, Inc.,
General Partner
By: /s/ Michael D. Weiner
__________________________________
Name: Michael D. Weiner
Title: Vice President, Apollo Capital
Management, Inc.
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