Page 1 of 12 Pages
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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. __)*
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)
February 7, 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 /X/.
(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
MD Investors, 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 0 shares of Common Stock
SHARES _______________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0 shares of Common Stock
_______________________________________________________
10 SHARED DISPOSITIVE POWER
_______________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0%
______________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 2,667,137 shares of Common Stock
SHARES _____________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING ______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH
2,667,137 shares of Common Stock
______________________________________________________
10 SHARED DISPOSITIVE POWER
_____________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,667,137 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)
9.4%
______________________________________________________________________
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
_________________________________________________________________
_________________________________________________________________
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the Common
Shares, without par value ("Common Stock"), of Cardinal Health,
Inc., an Ohio corporation (the "Company" or "Cardinal"). The
principal executive offices of Cardinal are located at 655 Metro
Place South, Suite 925, Dublin, Ohio 43017.
Item 2. Identity and Background.
This Statement is filed jointly by MD Investors, L.P.,
a Delaware limited partnership ("MD Investors"), and Apollo
Investment Fund, L.P., a Delaware limited partnership ("Apollo").
Such persons are collectively referred to herein as the
"Reporting Persons."
MD Investors, until it was dissolved as of February 16,
1994, was principally engaged in the business of investing in
Whitmire Distribution Corporation, a Delaware corporation
("Whitmire"), a company which merged with and into Cardinal
Merger Corp., a Delaware corporation and wholly owned direct
subsidiary of the Company ("CMC"), on February 7, 1994 (as more
fully described in Item 3 and Item 4 below). MD Investors'
principal business and its principal office was c/o Apollo
Advisors, L.P., Two Manhattanville Road, Purchase, New York
10577.
The general partner of MD Investors was Apollo. The
managing general partner of Apollo is Apollo Advisors, L.P., a
Delaware limited partnership ("Advisors"). The administrative
general partner of Apollo is Apollo Fund Administration Limited,
a Cayman Islands corporation. Advisors is principally engaged in
the business of serving as managing general partner of Apollo and
another investment fund. Apollo Fund Administration Limited is
principally engaged in the business of serving as administrative
general partner of Apollo and another investment fund. Apollo
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does not have any other general partners. The general partner of
Advisors is Apollo Capital Management, Inc. ("Apollo Capital"), a
Delaware corporation, which is principally engaged in the
business of serving as general partner of Advisors.
The respective addresses of the principal business and
principal office of each of Advisors and Apollo Fund
Administration Limited are: Apollo Advisors, L.P., Two
Manhattanville Road, Purchase, New York 10577; and Apollo Fund
Administration Limited, c/o CIBC Bank and Trust Company (Cayman)
Limited, Edward Street, Georgetown, Grand Cayman, Cayman Islands,
British West Indies.
On February 16, 1994, MD Investors was dissolved and
the shares of Common Stock of Cardinal beneficially owned by MD
Investors was distributed to its general partner, Apollo, and to
its limited partner, Chemical Equity Associates, A California
Limited Partnership ("CEA"). See Item 3 and Item 4 below.
Apollo is principally engaged in the business of
investment in securities. The address of Apollo's principal
business and its principal office is c/o CIBC Bank and Trust
Company (Cayman) Limited, Edward Street, Georgetown, Grand
Cayman, Cayman Islands, British West Indies. See above for
further information regarding Advisors and Apollo Fund
Administration Limited, the general partners of Apollo, and
Apollo Capital, the general partner of Advisors.
Attached as Appendix A to Item 2 is information
concerning the principals, executive officers, directors and
principal shareholders of the Reporting Persons and other
entities as to which such information is required to be disclosed
in response to Item 2 and General Instruction C to Schedule 13D.
Neither the Reporting Persons, Advisors, Apollo Fund
Administration Limited, Apollo Capital nor any of the persons or
entities referred to in Appendix A to Item 2 has, during the last
five years, been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) or been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with
respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
In connection with the consummation on February 7, 1994
of the transactions contemplated by the Agreement and Plan of
Reorganization, dated as of October 11, 1993 (the "Plan of
Reorganization"), among Cardinal, CMC and Whitmire, Whitmire was
merged with and into CMC (the "Merger"), and became a wholly
owned direct subsidiary of Cardinal. On February 7, 1994, the
425,833.34 shares of common stock of Whitmire beneficially owned
by MD Investors converted into 3,555,708 shares of Common Stock
of Cardinal. Therefore, upon consummation of the Plan of
Reorganization on February 7, 1994, MD Investors acquired
beneficial ownership of such shares of Common Stock.
On February 16, 1994, MD Investors was dissolved and
the shares of Common Stock beneficially owned by it were
distributed to Apollo, its general partner, and to CEA, its
limited partner.
The Reporting Persons acquired beneficial ownership of
such shares of Common Stock by virtue of the exchanges made in
connection with the consummation of the Plan of Reorganization
and in connection with the dissolution of MD Investors.
The foregoing response to this Item 3 is qualified in
its entirety by reference to the Plan of Reorganization, the full
text of which is filed as Exhibit 1 hereto and incorporated
herein by this reference.
Item 4. Purpose of Transaction.
The Reporting Persons acquired beneficial ownership of
the shares of Common Stock described in Item 3 to which this
Statement on Schedule 13D relates as a result of the consummation
of the Plan of Reorganization described in Item 3 above and the
transactions contemplated by and described in the Joint Proxy
Statement/Prospectus of Cardinal and Whitmire, dated December 21,
1993 (the "Joint Proxy"). Such shares of Common Stock were
acquired in the ordinary course of business for investment
purposes and not with the purpose of changing or influencing
control of the issuer.
In connection with, and upon consummation of, the
Merger, pursuant to the Plan of Reorganization, the Company has
agreed to nominate two designees of Apollo to the Board of
Directors of Cardinal. These designees (Michael S. Gross and
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Page 7 of 12 Pages
Mitchell J. Blutt) were elected to the Cardinal Board of
Directors on January 27, 1994. Cardinal has agreed to include
two designees of Apollo in Cardinal management's slate of
directors for so long as Apollo, affiliates of Apollo and certain
other former stockholders of Whitmire own specified amounts of
Common Stock.
Apollo may change any of its current intentions,
acquire additional shares of Common Stock or sell or otherwise
dispose of all or any part of the Common Stock beneficially owned
by it, or take any other action with respect to Cardinal or any
of its debt or equity securities in any manner permitted by law.
Reference is hereby made to the Joint Proxy filed herewith as an
exhibit for a description of other transactions or events of the
type described in Items (a) through (j) of the instructions to
Item 4 of Schedule 13D. Except as disclosed in this Item 4,
Apollo has no current plans or proposals which relate to or would
result in any of the events described in Items (a) through (j) of
the instructions to Item 4 of Schedule 13D.
The foregoing response to this Item 4 is qualified in
its entirety by reference to the Joint Proxy, the full text of
which is filed as Exhibit 2 hereto and incorporated herein by
this reference.
Item 5. Interest in Securities of the Issuer.
The Reporting Persons acquired beneficial ownership of
the shares of Common Stock described in Item 3 to which this
Statement on Schedule 13D relates as a result of the consummation
of the Plan of Reorganization, the transactions described in
the Joint Proxy and in connection with the dissolution of MD
Investors.
(a) On February 7, 1994, MD Investors beneficially
owned 3,555,708 shares of Common Stock or 12.6% of the Common
Stock outstanding. Upon the dissolution of MD Investors on
February 16, 1994, Apollo acquired direct beneficial ownership of
2,667,137 shares of Common Stock or approximately 9.4% of the
Common Stock outstanding. Beneficial ownership of such shares of
Common Stock was acquired as described in Item 3 and Item 4.
(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 the Reporting Persons is set forth in the cover
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pages and such information is incorporated herein by this
reference.
(c) Except as disclosed in Item 3 and Item 4 herein,
there have been no reportable transactions with respect to the
Common Stock within the last 60 days by the Reporting Persons.
(d) Not applicable.
(e) As of February 16, 1994, MD Investors ceased to
have beneficial ownership of more than 5% of the Common Stock of
Cardinal.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to the Securities of the Issuer.
The responses to Item 3, Item 4 and Item 5 are
incorporated herein by this reference.
Pursuant to a Registration Rights Agreement, dated as
of October 11, 1993, between Apollo, the Company and certain
other holders of Common Stock (the "Registration Rights
Agreement"), Apollo has the right to have resales of securities
of the Company beneficially owned by Apollo registered, at the
Company's expense, under federal and state securities laws.
The foregoing response to this Item 6 is qualified in
its entirety by reference to the Registration Rights Agreement,
the full text of which is filed as Exhibit 3 hereto and
incorporated herein by this reference.
Item 7. Material to be Filed as Exhibits.
(1) Plan of Reorganization *
(2) Joint Proxy *
(3) Registration Rights Agreement *
____________________
* Incorporated by reference to the Cardinal Registration
Statement on Form S-4 (Registration No. 33-51581) as filed
with the Securities and Exchange Commission on December
20, 1993, as amended by Amendment No. 1 to the
Registration Statement filed December 21, 1993.
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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 and agree that this
statement may be filed jointly with Apollo Investment Fund, L.P.
Dated: February 14, 1994
MD INVESTORS, L.P.
By: 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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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 and agree that this
statement may be filed jointly with MD Investors, L.P.
Dated: February 14, 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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APPENDIX A TO ITEM 2
The following sets forth information with respect to
the general partners, executive officers, directors and principal
shareholders of Apollo, Advisors, which is the managing general
partner of Apollo, Apollo Capital Management, Inc., a Delaware
corporation which is the managing general partner of Advisors
("Apollo Capital") and Apollo Fund Administration Limited
("Administration") which is the administrative general partner of
Advisors.
The principal occupation of each of Arthur Bilger, Leon
Black, Craig Cogut and John Hannan, each of whom is a United
States citizen, is to act as an executive officer and director of
Apollo Capital Management and of Lion Capital Management, Inc.
("Capital Management"), a Delaware corporation which is the sole
general partner of Lion Advisors, L.P., a Delaware limited
partnership ("Lion Advisors"), and each is a limited partner of
Advisors and Lion Advisors. The principal business of Advisors
and of Lion Advisors is to provide advice regarding investments
in securities.
Mr. Bilger is a Vice President and a director of Apollo
Capital and Capital Management. Mr. Bilger's business address is
1999 Avenue of the Stars, Los Angeles, California 90067.
Mr. Black is the President and a director of Apollo
Capital and the President and a director of Capital Management.
Mr. Black's business address is Two Manhattanville Road,
Purchase, New York 10577.
Mr. Cogut is a Vice President and a director of Apollo
Capital and the Secretary and a Vice President and director of
Capital Management. Mr. Cogut's business address is Two
Manhattanville Road, Purchase, New York 10577.
Mr. Hannan is a Vice President and director of Apollo
Capital and a Vice President and director of Capital Management.
Mr. Hannan's business address is Two Manhattanville Road,
Purchase, New York 10577.
Peter Henry Larder, Michael Francis Benedict Gillooly,
Ian Thomas Patrick and Martin William Laidlaw, each of whom is a
British citizen, each serves as a director of Administration.
Each of the above four individuals is principally employed by
CIBC Bank and Trust Company (Cayman) Limited ("CIBC") in the
following positions: Mr. Larder, Managing Director; Mr. Gillooly,
Deputy Managing Director; Mr. Patrick, Manager-Accounting
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Services; and Mr. Laidlaw, Senior Fund Accountant. CIBC is a
Cayman Islands corporation which is principally engaged in the
provision of trust, banking and corporate administration
services, the principal address of which is Edward Street, Grand
Cayman, Cayman Islands, British West Indies. It provides
accounting, administrative and other services to Administration
pursuant to a contract. Messrs. Bilger, Black, Cogut and Hannan
are the beneficial owners of the stock of Administration.
