<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 1995
REGISTRATION NO. 33-57223
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CARDINAL HEALTH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
Ohio
(STATE OR OTHER JURISDICTION OF INCORPORATION 31-0958666
OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
655 Metro Place South, Suite 925
Dublin, Ohio 43017
(614) 761-8700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ROBERT D. WALTER, Chairman
655 Metro Place South, Suite 925
Dublin, Ohio 43017
(614) 761-8700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
<TABLE>
<S> <C>
JOHN M. GHERLEIN KEITH L. KEARNEY
Baker & Hostetler Davis Polk & Wardwell
3200 National City Center 450 Lexington Avenue
Cleveland, Ohio 44114 New York, New York 10017
(216) 861-7398 (212) 450-4000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
In accordance with Rule 429, the prospectus contained in this Registration
Statement also relates to the Company's Registration Statement on Form S-3 (No.
33-62198) filed with the Securities and Exchange Commission on May 6, 1993.
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
SUBJECT TO COMPLETION, DATED APRIL 18, 1995
Cardinal logo
$200,000,000
DEBT SECURITIES
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Cardinal Health, Inc. (the "Company" or "Cardinal") may offer and issue
from time to time unsecured debt securities in one or more series (the "Debt
Securities") up to an aggregate initial offering price not to exceed
$200,000,000 (or the equivalent in foreign-denominated currency or currency
units based on or relating to foreign currencies, including European Currency
Units). The Debt Securities will rank equally with all other current and future
unsecured indebtedness of the Company and prior to subordinated indebtedness, if
any. The Debt Securities may be sold for U.S. dollars, foreign-denominated
currency or currency units; principal of and interest on the Debt Securities may
likewise be payable in U.S. dollars, foreign-denominated currency or currency
units, in each case as the Company specifically designates. However, the Company
does not currently intend to issue Debt Securities based on or relating to
foreign currencies or foreign currency units.
The Debt Securities will be offered in amounts, at prices, with maturities
and on terms to be determined in light of market conditions at the time of the
offering and set forth in one or more accompanying prospectus supplements (the
"Prospectus Supplement"). The Prospectus Supplement will set forth the specific
designation, aggregate principal amount, authorized denominations and currency
or currency unit in which the Debt Securities may be purchased and in which the
principal and any interest is payable; purchase price, maturity, rate of or
manner of calculating interest, if any; time of payment of interest, if any;
terms, if any, for redemption at the option of the Company or the holder; terms
for sinking fund payments, if any; terms for any mandatory redemption; listing
on any securities exchange or over-the-counter market system; and any other
specific terms relating to any series of the Debt Securities.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The Debt Securities may be offered through dealers, underwriters or agents
designated from time to time, as set forth in the Prospectus Supplement. Net
proceeds to the Company will be the purchase price in the case of a dealer, the
public offering price less discount in the case of an underwriter or the
purchase price less commission in the case of an agent; in each case, less other
attributable expenses of issuance and distribution. The Company may also sell
Debt Securities directly to investors on its own behalf. In the case of sales
made directly by the Company, no commission will be payable. See "Plan of
Distribution" for possible indemnification arrangements for dealers,
underwriters and agents.
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The date of this Prospectus is April , 1995
<PAGE> 3
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR AN APPLICABLE PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER,
DEALER OR AGENT. THIS PROSPECTUS AND ANY APPLICABLE PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). These reports and other information (including
proxy and information statements) filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at its
principal office at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
and at the following Regional Offices of the Commission: New York Regional
Office, 7 World Trade Center, New York, New York 10048 and Chicago Regional
Office, 500 West Madison, 14th Floor, Chicago, Illinois 60661-2511. Copies of
such material can be obtained at prescribed rates from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. These
reports and other information (including proxy and information statements) can
also be inspected at the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
This Prospectus constitutes a part of two Registration Statements filed by
the Company with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus does not contain all of the information
set forth in the Registration Statements, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Reference is hereby
made to the Registration Statements and related exhibits for further information
with respect to the Company and the Debt Securities offered hereby. Statements
contained herein concerning the provisions of any document are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statements or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are hereby incorporated by reference in this Prospectus: (1)
Annual Report on Form 10-K for the fiscal year ended June 30, 1994, (2)
Quarterly Reports on Form 10-Q for the quarters ended September 30, 1994 and
December 31, 1994, and (3) Current Report on Form 8-K dated September 12, 1994.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by reference herein and to be a part hereof from the respective dates of filing
of said reports and other documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for all purposes to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom this Prospectus has been delivered, upon the written or oral request of
such person, a copy of any and all documents incorporated herein by reference
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should be
submitted in writing to Cardinal Health, Inc., Attn.: David Bearman, Executive
Vice President and Chief Financial Officer (614) 761-8700.
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<PAGE> 4
THE COMPANY
Cardinal is one of the nation's largest wholesale distributors of
pharmaceuticals and related health care products. Its customers include
hospitals and managed care facilities, independent retail drug stores, chain
drug stores, and the pharmacy departments of supermarkets and mass
merchandisers, as well as customers for specialty products, including physicians
and clinics.
As a full-service wholesale distributor, Cardinal complements its
distribution activities by offering a broad range of value-added support
services to assist customers and suppliers in maintaining and improving their
market positions and to strengthen Cardinal's role in the chain of distribution.
These support services include computerized order entry and order confirmation
systems, customized invoicing, generic sourcing programs, product movement and
management reports, consultation on store operation and merchandising, and
customer training.
Cardinal's proprietary software systems feature customized databases
specifically designed to help its customers order more efficiently, contain
costs and monitor their purchases which are covered by group contract purchasing
arrangements. Upon receipt of the customer's order at a distribution center,
Cardinal's warehouse management system processes the order and provides
customized price information to facilitate the customer's pricing of items.
Customer orders are routinely processed for next-day delivery, enabling the
Company's customers to minimize the size and carrying cost of their own
inventories. In addition, Cardinal's proprietary software systems facilitate
primary supply relationships between Cardinal and its customers and enable
Cardinal's customers to reduce their costs. These systems provide a variety of
information which helps the customer to identify the best price available under
group purchasing contracts with pharmaceutical manufacturers, maintain formulary
compliance, and better manage their own inventories.
In addition to its core drug wholesaling activities, Cardinal operates
several specialty health care businesses which offer value-added services to its
customers and suppliers while providing Cardinal with additional opportunities
for growth and profitability. For example, Cardinal's National PharmPak
subsidiary operates a pharmaceutical repackaging program for both independent
and chain customers. In January 1992, Cardinal formed National Specialty
Services, Inc., which distributes therapeutic plasma products and other
specialty pharmaceuticals to hospitals, clinics, and other managed care
facilities on a nationwide basis through telemarketing and direct mail programs.
Cardinal recently expanded its specialty wholesaling business through a merger
with PRN Services, Inc., a distributor of oncology and other specialty products
to clinics and physician groups across the United States. These specialty
distribution activities are part of Cardinal's overall strategy of developing
diversified products and services to enhance the profitability of its business
and the business of its customers and suppliers.
In February 1994, Cardinal completed its largest business combination
transaction when it merged with Whitmire Distribution Corporation ("Whitmire"),
a Folsom, California based drug wholesaler (the "Whitmire Merger"). The majority
of Whitmire's sales were concentrated in the western and central United States,
complementing Cardinal's former concentration of sales in the eastern United
States and positioning the combined company to service both customers and
manufacturers on a national basis. As a result of the Whitmire Merger, Cardinal
now maintains a network of distribution centers enabling it to routinely serve
the entire population of the continental United States on a next-day basis.
Cardinal has completed two additional business combinations since the
Whitmire Merger. On July 1, 1994, Cardinal acquired Humiston-Keeling, Inc., a
Calumet City, Illinois based drug wholesaler, serving customers located
primarily in the upper midwest region of the United States. On July 18, 1994,
Cardinal completed a merger with Behrens Inc., a Waco, Texas based drug
wholesaler, serving customers located primarily in Texas and adjoining states.
Cardinal's principal executive offices are located at 655 Metro Place
South, Suite 925, Dublin, Ohio 43017, and its telephone number is (614)
761-8700.
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<PAGE> 5
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
FISCAL YEAR ENDED(1) SIX MONTHS ENDED
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MARCH 31, MARCH 31, MARCH 31, MARCH 31, JUNE 30, DECEMBER 31,
1990 1991 1992 1993 1994 1994
--------- --------- --------- --------- -------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges........ 1.6 1.8 2.2 2.8 3.7 6.7
</TABLE>
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(1) On March 1, 1994, the Company changed its fiscal year from March 31 to June
30.
The ratio of earnings to fixed charges is computed by dividing fixed
charges of the Company and entities 50% or more owned by the Company into
earnings before income taxes plus fixed charges. Fixed charges include interest
expense, amortization of debt offering costs, preferred stock dividend
requirements of subsidiaries, and the portion of rental expense which is deemed
to be representative of the interest factor.
USE OF PROCEEDS
The Company does not currently have any specific plans for the net proceeds
from the sale of Debt Securities. Except as otherwise specified in the
Prospectus Supplement, the net proceeds from the sale of the Debt Securities
will be used by the Company for general corporate purposes, which may include
working capital growth, capital expenditures, repayment and refinancing of
indebtedness, and acquisitions. Although the Company continually evaluates
possible candidates for acquisition and intends to seek opportunities to expand
its health care distribution operations, no material acquisition has been agreed
upon or become the subject of a letter of intent or agreement in principle.
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<PAGE> 6
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under an Indenture (hereinafter referred
to as the "Indenture") dated as of May 1, 1993, between the Company and Bank
One, Indianapolis, N.A., as Trustee (hereinafter referred to as the "Trustee").
The Indenture does not limit the amount of Debt Securities or any other debt
which may be incurred by the Company or its subsidiaries, and, unless otherwise
specified in a Prospectus Supplement, a default in the Company's obligations
with respect to any other indebtedness will not constitute a default or an Event
of Default with respect to the Debt Securities. The Indenture does not contain
any covenants or provisions that afford holders of Debt Securities protection in
the event of a highly leveraged transaction. The Debt Securities will be
unsecured and will rank on a parity with all other unsecured and unsubordinated
indebtedness of the Company. Currently, the Company conducts nearly all of its
operations through subsidiaries and expects that it will continue to do so. As a
result, the right of the Company to participate as a shareholder in any
distribution of assets of any subsidiary upon its liquidation or reorganization
or otherwise and the ability of holders of Debt Securities to benefit as
creditors of the Company from any such distribution are subject to the prior
claims of creditors of such subsidiary. As of February 28, 1995, the Company had
outstanding approximately $390 million of indebtedness for borrowed money with
which the Debt Securities would rank pari passu. In addition, as of such date,
the Company's subsidiaries had outstanding approximately $15 million of
indebtedness for borrowed money and approximately $825 million of trade payables
to which the Debt Securities would be effectively subordinated.
The following statements are subject to the detailed provisions of the
Indenture, which is incorporated by reference as an exhibit to the Registration
Statement of which this Prospectus is a part and which is also available for
inspection at the office of the Trustee. Section references are to the
Indenture. Wherever particular provisions of the Indenture are referred to, such
provisions are incorporated by reference as a part of the statements made and
the statements are qualified in their entirety by such reference.
GENERAL
The Indenture provides that the Debt Securities may be issued from time to
time in one or more series. The Prospectus Supplement which accompanies this
Prospectus will set forth the following terms of and information relating to the
Debt Securities offered thereby: (i) the designation and aggregate principal
amount of the Debt Securities; (ii) the date or dates on which principal of the
Debt Securities is payable; (iii) the rate or rates per annum at which the Debt
Securities will bear interest, if any, or the method by which such rate or rates
will be determined; (iv) the dates on which interest will be payable and the
related record dates; (v) any redemption, repayment or sinking fund provisions;
and (vi) any other specific terms of the Debt Securities.
Unless otherwise specified in the accompanying Prospectus Supplement,
principal and premium, if any, will be payable, and the Debt Securities will be
transferable and exchangeable without service charge, at the office of the
Trustee set forth in the Indenture. Interest on any series of Debt Securities is
to be payable on the interest payment dates set forth in the accompanying
Prospectus Supplement to the persons in whose names the Debt Securities are
registered at the close of business on the related record dates, and, unless
other arrangements are made, will be paid by checks mailed to such persons.
(Sections 2.7 and 3.1.)
Debt Securities may be issued as discounted debt securities (bearing no
interest or interest at a rate which at the time of issuance is below market
rates) and sold at a discount (which may be substantial) below their stated
principal amount ("Original Issue Discount Securities"). Federal income tax
consequences and other special considerations applicable to any such Original
Issue Discount Securities will be described in the Prospectus Supplement
relating thereto.
CERTAIN COVENANTS
Definitions. The term "Attributable Debt" means in connection with a sale
and lease-back transaction the lesser of (a) the fair value of the assets
subject to such transaction or (b) the aggregate of present values (discounted
at the weighted average Yield to Maturity of the Debt Securities of all series
then outstanding and compounded semiannually) of the obligations of the Company
and its Consolidated Subsidiaries for rental payments during the remaining term
of all leases.
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<PAGE> 7
The term "Consolidated Net Tangible Assets" means the aggregate amount of
assets after deducting therefrom (a) all current liabilities (excluding any
thereof constituting Funded Indebtedness by reason of being renewable or
extendable) and (b) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other like intangibles, all as set forth on the
most recent balance sheet of the Company and its Consolidated Subsidiaries and
computed in accordance with generally accepted accounting principles.
The term "Consolidated Subsidiary" means any Subsidiary substantially all
the property of which is located, and substantially all the operations of which
are conducted, in the United States of America whose financial statements are
consolidated with those of the Company in accordance with generally accepted
accounting principles.
The term "Exempted Debt" means the sum of the following as of the date of
determination: (a) indebtedness of the Company and its Consolidated Subsidiaries
incurred after the date of the Indenture and secured by liens not permitted by
the limitation on liens provisions (Section 3.9), and (b) Attributable Debt of
the Company and its Consolidated Subsidiaries in respect of every sale and
lease-back transaction entered into after the date of the Indenture, other than
leases permitted by the limitation on sale and lease-back provisions. (Section
3.10)
The term "Funded Indebtedness" means all indebtedness having a maturity of
more than 12 months from the date as of which the amount thereof is to be
determined or having a maturity of less than 12 months but by its terms being
renewable or extendable beyond 12 months from such date at the option of the
borrower.
The term "Indebtedness" means all items classified as indebtedness on the
most recently available balance sheet of the Company and its Consolidated
Subsidiaries, in accordance with generally accepted accounting principles.
The term "Original Issue Discount Security" means any Security that
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration thereof following an Event of
Default.
The term "Senior Funded Indebtedness" means any Funded Indebtedness of the
Company that is not subordinated in right of payment to any other Indebtedness
of the Company.
The term "Subsidiary" means any corporation of which at least a majority of
the outstanding stock having voting power (under ordinary circumstances) to
elect a majority of the board of directors of said corporation is at the time
owned by the Company or by the Company and one or more Subsidiaries or by one or
more Subsidiaries.
The term "Yield to Maturity" means the yield to maturity on a series of
Debt Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with accepted financial practice.
Limitation on Liens. The Indenture provides that, so long as any of the
Debt Securities remain outstanding, the Company will not, nor will it permit any
Consolidated Subsidiary to, create or assume any indebtedness which is secured
by a lien (as defined) upon any assets, whether now owned or hereafter acquired,
of the Company or any such Consolidated Subsidiary without equally and ratably
securing the Debt Securities by a lien ranking ratably with and equal to such
secured indebtedness, except that the foregoing restriction shall not apply to
(a) liens existing on the date of the Indenture; (b) liens on assets of any
corporation existing at the time such corporation becomes a Consolidated
Subsidiary; (c) liens on assets existing at the time of acquisition thereof, or
to secure the payment of the purchase price of such assets, or to secure
Indebtedness incurred or guaranteed by the Company or a Consolidated Subsidiary
for the purpose of financing the purchase price of such assets or improvements
or construction thereof, which indebtedness is incurred or guaranteed prior to,
at the time of, or within 360 days after such acquisition (or in the case of
real property, completion of such improvement or construction or commencement of
full operation of such property, whichever is later); (d) liens securing
indebtedness owing by any Consolidated Subsidiary to the Company or another
wholly owned domestic Subsidiary; (e) liens on any assets of a corporation
existing at the
6
<PAGE> 8
time such corporation is merged into or consolidated with the Company or a
Subsidiary or at the time of a purchase, lease or other acquisition of the
assets of a corporation or firm as an entirety or substantially as an entirety
by the Company or a Subsidiary; (f) liens on any assets of the Company or a
Consolidated Subsidiary in favor of the United States of America or any State
thereof, or in favor of any other country, or political subdivision thereof, to
secure certain payments pursuant to any contract or statute or to secure any
indebtedness incurred or guaranteed for the purpose of financing all or any part
of the purchase price (or, in the case of real property, the cost of
construction) of the assets subject to such liens (including, but not limited
to, liens incurred in connection with pollution control, industrial revenue or
similar financings); (g) any extension, renewal or replacements (or successive
extensions, renewals or replacements) in whole or in part, of any lien referred
to in the foregoing clauses (a) to (f), inclusive; (h) certain statutory liens
or other similar liens arising in the ordinary course of business by the Company
or a Consolidated Subsidiary, or certain liens arising out of governmental
contracts; (i) certain pledges, deposits or liens made or arising under workers'
compensation or similar legislation or in certain other circumstances; (j)
certain liens in connection with legal proceedings, including certain liens
arising out of judgments or awards; (k) liens for certain taxes or assessments,
landlord's liens and liens and charges incidental to the conduct of the
business, or the ownership of the assets of the Company or of a Consolidated
Subsidiary, which were not incurred in connection with the borrowing of money
and which do not, in the opinion of the Company, materially impair the use of
such assets in the operation of the business of the Company or such Consolidated
Subsidiary or the value of such assets for the purposes thereof. The Company
does not believe that the liens described in clause (k) will have a material
adverse impact on holders of the Debt Securities. Notwithstanding the above, the
Company or any Consolidated Subsidiary may, without securing the Debt
Securities, create or assume any indebtedness which is secured by a lien which
would otherwise be subject to the foregoing restrictions, provided that after
giving effect thereto the Exempted Debt then outstanding at such time does not
exceed 10% of the Consolidated Net Tangible Assets. (Section 3.9)
Limitation on Sale and Lease-Back Transactions. Sale and lease-back
transactions (except such transactions involving leases for less than three
years) by the Company or any Consolidated Subsidiary of any assets are
prohibited unless (a) the Company or such Consolidated Subsidiary would be
entitled to incur indebtedness secured by a lien on the assets to be leased in
an amount at least equal to the Attributable Debt in respect to such transaction
without equally and ratably securing the Debt Securities, or (b) the proceeds of
the sale of the assets to be leased are at least equal to their fair value as
determined by the Board of Directors of the Company and the proceeds are applied
to the purchase or acquisition (or, in the case of real property, the
construction) of assets or to the retirement of Senior Funded Indebtedness. The
foregoing limitation will not apply, if at the time the Company or any
Consolidated Subsidiary enters into such sale and lease-back transaction and,
after giving effect thereto, Exempted Debt does not exceed 10% of the
Consolidated Net Tangible Assets. (Section 3.10)
Merger, Consolidation, Sale, Lease or Conveyance. The Indenture provides
that the Company will not merge or consolidate with any other corporation and
will not sell, lease or convey all or substantially all its assets to any
person, unless the Company shall be the continuing corporation, or the successor
corporation or person that acquires all or substantially all the assets of the
Company shall be a corporation organized under the laws of the United States or
a State thereof or the District of Columbia and shall expressly assume all
obligations of the Company under the Indenture and the Debt Securities issued
thereunder, and immediately after such merger, consolidation, sale, lease or
conveyance, the Company, such person or such successor corporation shall not be
in default in the performance of the covenants and conditions of the Indenture
to be performed or observed by the Company. (Section 8.1)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than 66 2/3% in principal amount of
the Debt Securities at the time outstanding of all series affected (voting as
one class), to modify the Indenture or any supplemental indenture or the rights
of the holders of the Debt Securities except that no such modification may (i)
extend the final maturity of any of the Debt Securities or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on redemption thereof, or reduce the
amount of the principal
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<PAGE> 9
amount of an Original Issue Discount Security that would be due and payable upon
an acceleration of the maturity thereof pursuant to Section 4.1 of the Indenture
or the amount thereof provable in bankruptcy pursuant to Section 4.2 of the
Indenture, or impair or affect the right of any holder of the Debt Securities to
institute suit for the payment thereof without the consent of the holder of each
of the Debt Securities so affected, or (ii) reduce the aforesaid percentage of
Debt Securities, the consent of the holders of which is required for any such
modification, without the consent of the holders of all Debt Securities then
outstanding. (Section 7.2)
The Indenture also provides that the Company and the Trustee may, without
the consent of the holders of the Debt Securities, modify the Indenture or enter
into supplemental indentures (a) to convey, transfer, assign, mortgage or pledge
to the Trustee as security for the Debt Securities of one or more series any
property or assets, (b) to evidence the succession of another corporation to the
Company and the assumption by the successor corporation of the covenants,
agreements and obligations of the Company, (c) to add to the covenants of the
Company such further covenants, restrictions, conditions or provisions as the
Board of Directors of the Company and the Trustee shall consider to be for the
protection of the holders of the Debt Securities and to make the occurrence or
the occurrence and continuance of a default in any such additional covenants,
restrictions, conditions or provisions an Event of Default; provided, however,
that in respect of any such additional covenant, restriction, condition or
provision, such supplemental indenture may provide for a particular period of
grace after default or may provide for an immediate enforcement upon such Event
of Default or may limit the remedies available to the Trustee upon such an Event
of Default or may limit the right of the holders of a majority in aggregate
principal amount of the Debt Securities of such series to waive such an Event of
Default, (d) to cure any ambiguity or to correct or supplement any provision
contained in the Indenture which may be defective or inconsistent with any other
provision contained in the Indenture or to make such other provisions in regard
to matters or questions arising under the Indenture as the Board of Directors of
the Company may deem necessary or desirable and which shall not adversely affect
the interests of the holders of the Debt Securities in any material respect, (e)
to establish the form or terms of Debt Securities, and (f) to evidence or
provide for the acceptance of appointment by a successor trustee and to add to
or change any of the provisions of the Indenture as may be necessary to provide
for or facilitate the administration of the trusts created thereunder by more
than one trustee. (Section 7.1)
EVENTS OF DEFAULT
An Event of Default with respect to Debt Securities of any series issued
under the Indenture is defined in the Indenture as being: default for 30 days in
payment of any interest upon any Debt Securities of such series; default in any
payment of principal or premium, if any, upon any Debt Securities of such
series; default in the payment of any sinking fund instalment payable by the
terms of the Debt Securities of such series; default by the Company in
performance of any other of the covenants or agreements in respect of the Debt
Securities of such series or the Indenture which shall not have been remedied
for a period of 90 days after written notice specifying that such notice is a
"Notice of Default" under the Indenture; certain events involving bankruptcy,
insolvency or reorganization of the Company; and any other event of default
provided in the supplemental indenture or resolution of the Company's Board of
Directors under which the series of Debt Securities are issued or in the form of
the Debt Security for such series. (Section 4.1) Unless otherwise specified in a
Prospectus Supplement, a default by the Company with respect to any indebtedness
other than the Debt Securities will not constitute an Event of Default with
respect to the Debt Securities. The Indenture will provide that the Trustee may
withhold notice to the holders of any series of the Debt Securities of any
default (except in payment of principal of, or interest on, such series of Debt
Securities or in the payment of any sinking or purchase fund instalment with
respect to such series of Debt Securities) if the Trustee considers it in the
interest of the holders of such series of Debt Securities to do so. (Section
4.11)
The Indenture provides that (a) if an Event of Default due to the default
in payment of principal of, premium, if any, or interest on, or any sinking fund
instalment with respect to, any series of Debt Securities issued under such
Indenture or due to the default in the performance or breach of any other
covenant or warranty of the Company applicable to the Debt Securities of such
series but not applicable to all outstanding Debt Securities issued under such
Indenture shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in principal amount of the Debt Securities of each
affected series issued under
8
<PAGE> 10
such Indenture and then outstanding (each such series voting as a separate
class) may then declare the principal of all Debt Securities of such affected
series and interest accrued thereon to be due and payable immediately; and (b)
if an Event of Default due to a default in the performance of any other of the
covenants or agreements in such Indenture applicable to all outstanding Debt
Securities issued thereunder and then outstanding or due to certain events of
bankruptcy, insolvency and reorganization of the Company shall have occurred and
be continuing, either the Trustee or the holders of not less than 25% in
principal amount of all Debt Securities issued under such Indenture and then
outstanding (treated as one class) may declare the principal of all such Debt
Securities and interest accrued thereon to be due and payable immediately, but
upon certain conditions (which include the deposit by the Company with the
Trustee of a sum sufficient to pay all matured instalments of interest and
principal and certain expenses of the Trustee and the curing, waiving or
remedying of all Events of Default other than nonpayment or principal) such
declarations may be annulled and past defaults may be waived (except a
continuing default in payment of principal of (or premium, if any) or interest
on such Debt Securities) by the holders of a majority in principal amount of the
Debt Securities of all such affected series then outstanding. (Sections 4.1 and
4.10)
The holders of a majority in principal amount of the Debt Securities of
each series then outstanding and affected (with each series voting as a separate
class) shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee with respect to the Debt
Securities of such series under the Indenture, subject to certain limitations
specified in the Indenture, provided that the holders of such Debt Securities
shall have offered to the Trustee reasonable indemnity against expenses and
liabilities. (Sections 4.9 and 4.2(d))
The Indenture provides that no holder of Debt Securities may institute any
action against the Company under the Indenture (except actions for payment of
overdue principal or interest) unless such holder previously shall have given to
the Trustee written notice of default and continuance thereof and unless the
holders of not less than 25% in principal amount of the Debt Securities of each
affected series (with each series voting as a separate class) issued under the
Indenture and then outstanding shall have requested the Trustee to institute
such action and shall have offered the Trustee reasonable indemnity, the Trustee
shall not have instituted such action within 60 days of such request and the
Trustee shall not have received direction inconsistent with such written request
by the holders of a majority in principal amount of the Debt Securities of each
affected series (with each series voting as a separate class) issued under such
Indenture and then outstanding. (Sections 4.6, 4.7 and 4.9) At any time prior to
the evidencing to the Trustee of the taking of any action by the holders of the
percentage in aggregate principal amount of the Debt Securities of any or all
series specified in the Indenture in connection with such action, any holder of
a Debt Security may, by filing written notice with the Trustee, revoke such
action so far as concerns such security. (Section 6.5)
The Indenture will require the annual filing by the Company with the
Trustee of a written statement as to compliance with the principal covenants
contained in the Indenture. (Section 3.5)
SATISFACTION AND DISCHARGE
The Indenture will cease to be of further effect and the Trustee, on demand
of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of the Indenture upon compliance with
certain enumerated conditions, including the Company having paid all sums
payable by the Company under the Indenture, when either (a) the Company shall
have delivered to the Trustee for cancellation all Debt Securities theretofore
authenticated or (b) all Debt Securities not theretofore delivered to the
Trustee for cancellation shall have become due and payable or are by their terms
to become due and payable within one year. (Section 9.1)
THE TRUSTEE
Bank One, Indianapolis, N.A. serves as Trustee for the Company's 6 1/2%
Notes due 2004 issued under the Indenture, and under a separate indenture
pertaining to the Company's 8% Notes due 1997 and serves as transfer agent for
the Company's Common Shares.
9
<PAGE> 11
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered hereby in any of
four ways: (i) through underwriters, (ii) through dealers, (iii) through agents,
or (iv) directly to purchasers. The Prospectus Supplement will set forth the
terms of any offering of a particular series of Debt Securities and will
include, without limitation, (i) the name or names of any underwriters, dealers
or agents with which the Company has entered into arrangements with respect to
the sale of such Debt Securities; (ii) the initial public offering or purchase
price of such Debt Securities; (iii) the principal amounts of the Debt
Securities to be purchased by any such underwriters, dealers or agents; (iv) any
underwriting discounts, commissions and other items constituting underwriters'
compensation and any other discounts, concessions or commissions allowed or
reallowed or paid by any underwriters to other dealers; (v) any commissions paid
to any agents; (vi) the net proceeds to the Company from the sale of such Debt
Securities; and (vii) the securities exchanges, if any, on which such Debt
Securities will be listed.
If underwriters are used in the offering of Debt Securities, the Debt
Securities being sold will be acquired by the underwriters for their own account
and may be resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of such resale. Unless otherwise set forth in an
applicable Prospectus Supplement, the obligations of the underwriters to
purchase such Debt Securities will be subject to certain conditions precedent
and each of the underwriters with respect to such Debt Securities will be
obligated to purchase all of the Debt Securities allocated to it if any such
Debt Securities are purchased. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
If dealers are utilized in the sale of the Debt Securities in respect of
which this Prospectus is delivered, the Company will sell such Debt Securities
to such dealers, as principals. The dealers may then resell such Debt Securities
to the public at varying prices to be determined by such dealers at the time of
resale.
Offers to purchase Debt Securities may be solicited by agents designated by
the Company from time to time. Any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act, involved in the offer
or sale of the Debt Securities in respect to which this Prospectus is delivered
will be named, and any commission payable by the Company to such agent set
forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best-efforts basis for
the period of its appointment.
Offers to purchase Debt Securities may be solicited, and sales thereof may
be made directly by the Company to institutional investors or others, who may be
deemed to be underwriters within the meaning of the Securities Act with respect
to resales thereof.
Underwriters, dealers and agents participating in the distribution of Debt
Securities may be deemed to be "underwriters," as that term is defined under the
Securities Act, and any discounts and commissions received by them and any
profit realized by them on the resale thereof may be deemed to be underwriting
discounts and commissions, under the Securities Act. Underwriters, dealers and
agents participating in the distribution of Debt Securities may be entitled
under agreements entered into with the Company to indemnification by the Company
against certain civil liabilities, including liabilities under the Securities
Act. Such underwriters, dealers and agents may be customers of, engage in
transactions with, or perform services for the Company in the ordinary course of
business.
LEGAL MATTERS
Unless otherwise indicated in the Prospectus Supplement relating to the
Debt Securities, certain legal matters in connection with the Debt Securities
will be passed upon for the Company by Baker & Hostetler, Columbus, Ohio.
Michael E. Moritz, a director of the Company, is a partner of Baker & Hostetler
and is the beneficial owner of 535,713 Common Shares and options to purchase
11,212 Common Shares. Certain legal matters in connection with the Debt
Securities offered hereby will be passed upon for the underwriters, if any, by
Davis Polk & Wardwell, New York, New York.
10
<PAGE> 12
EXPERTS
The consolidated financial statements of the Company and its consolidated
subsidiaries as of June 30, 1994, and for the year then ended and the
consolidated financial statements of the Company and its consolidated
subsidiaries, except Whitmire Distribution Corporation, as of March 31, 1993 and
1992, and for the years then ended, incorporated in this Prospectus by reference
from the Company's Annual Report on Form 10-K for the year ended June 30, 1994,
have been audited by Deloitte & Touche LLP as stated in their report which is
incorporated herein by reference (which report expresses an unqualified opinion
and includes an explanatory paragraph referring to the change in the method of
accounting for income taxes). The financial statements of Whitmire Distribution
Corporation (consolidated with those of the Company in the consolidated
financial statements for the years ended March 31, 1993 and 1992) have been
audited by Arthur Andersen LLP, as stated in its report which is incorporated
herein by reference from the Company's Annual Report on Form 10-K for the year
ended June 30, 1994. Such consolidated financial statements of the Company and
its consolidated subsidiaries are incorporated by reference herein in reliance
upon the respective reports of such firms given upon their authority as experts
in accounting and auditing. Both of the foregoing firms are independent
auditors.
11
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with the issuance and distribution of the
securities being registered are as follows:
<TABLE>
<S> <C>
Registration Fee -- Securities and Exchange Commission................... $ 51,724
Trustee's Fees and Expenses*............................................. 5,000
Accounting Fees and Expenses*............................................ 25,000
Blue Sky Fees and Expenses (including related fees and expenses of
counsel)*.............................................................. 15,000
Legal Fees and Expenses*................................................. 40,000
Printing Expenses*....................................................... 30,000
Rating Agency Fees*...................................................... 100,000
Miscellaneous Expenses*.................................................. 8,276
--------
TOTAL............................................................... $275,000
========
<FN>
- ---------------
* Estimated
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1701.13(E) of the Ohio Revised Code sets forth conditions and
limitations governing the indemnification of officers, directors, and other
persons.
Article 6 of Cardinal's Code of Regulations contains certain
indemnification provisions adopted pursuant to authority contained in Section
1701.13(E) of the Ohio Revised Code. Cardinal's Code of Regulations provides for
the indemnification of its officers, directors, employees, and agents against
all expenses with respect to any judgments, fines, and amounts paid in
settlement, or with respect to any threatened, pending, or completed action,
suit, or proceeding to which they were or are parties or are threatened to be
made parties by reason of acting in such capacities, provided that it is
determined, either by a majority vote of a quorum of disinterested directors of
Cardinal or the shareholders of Cardinal or otherwise as provided in Section
1701.13(E) of the Ohio Revised Code, that (a) they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interest of
Cardinal; (b) in any action, suit, or proceeding by or in the right of Cardinal,
they were not, and have not been adjudicated to have been, negligent or guilty
of misconduct in the performance of their duties to Cardinal; and (c) with
respect to any criminal action or proceeding, that they had no reasonable cause
to believe that their conduct was unlawful. Section 1701.13(E) provides that to
the extent a director, officer, employee, or agent has been successful on the
merits or otherwise in defense of any such action, suit, or proceeding, he shall
be indemnified against expenses reasonably incurred in connection therewith. At
present there are no material claims, actions, suits, or proceedings pending
where indemnification would be required under these provisions, and Cardinal
does not know of any such threatened claims, actions, suits, or proceedings
which may result in a request for such indemnification.
Cardinal has entered into indemnification contracts with each of its
directors and executive officers. These contracts generally: (i) confirm the
existing indemnity provided to them under Cardinal's Code of Regulations and
assure that this indemnity will continue to be provided; (ii) provide that if
Cardinal does not maintain directors' and officers' liability insurance,
Cardinal will, in effect, become a self-insurer of the coverage; and (iii)
provide that, in addition, the directors and officers shall be indemnified to
the fullest extent permitted by law against all expenses (including legal fees),
judgments, fines, and settlement amounts paid or incurred by them in any action
or proceeding, including any action by or in the right of Cardinal, on account
of their service as a director, officer, employee, or agent of Cardinal or at
the request of Cardinal as a director, officer, employee, or agent of another
corporation or enterprise. Coverage under the contracts is excluded: (A) on
account of conduct which is finally adjudged to be knowingly fraudulent,
deliberately dishonest, or willful
II-1
<PAGE> 14
misconduct; or (B) if a final court of adjudication shall determine that such
indemnification is not lawful; or (C) in respect of any suit in which judgment
is rendered for violations of Section 16(b) of the Securities and Exchange Act
of 1934, as amended, or similar provisions of any federal, state, or local
statutory law; or (D) on account of any remuneration paid which is finally
adjudged to have been in violation of law; or (E) as to officers who are not
directors, with respect to any act or omission which is finally adjudged to have
been a violation, other than in good faith, of Cardinal's Standards of Business
Conduct of which the officer then most recently has received written notice. The
indemnification agreements are applicable to claims asserted after their
effective date, whether arising from acts or omissions occurring before or after
their effective date, and associated legal expenses.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
----------- ----------------------------------------------------------------------------
<C> <S> <C>
1 Proposed form of Underwriting Agreement
4.1 Indenture between the Registrant and Bank One, Indianapolis, N.A., dated as
of May 1, 1993*
4.2 Form of Debt Securities
5 Opinion of Baker & Hostetler
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Baker & Hostetler (included in Exhibit 5)
24 Powers of Attorney
25 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Bank One, Indianapolis, N.A.
</TABLE>
- ---------------
* Incorporated by reference from the registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1994.
** All other exhibits have been filed previously.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement;
II-2
<PAGE> 15
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person of the Registrant in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against the public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
II-3
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused Amendment No. 2 to this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Columbus, State of Ohio, on April 17, 1995.
CARDINAL HEALTH, INC.
By /s/ GEORGE H. BENNETT, JR.
Executive Vice President,
General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, Amendment No. 2
to this Registration Statement has been signed by the following persons in the
capacities indicated on April 17, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ---------------------------------------- ----------------------------------------------------
<S> <C>
ROBERT D. WALTER* Chairman and Chief Executive Officer
----------------------------- (principal executive officer)
Robert D. Walter
</TABLE>
<TABLE>
<S> <C>
/s/ DAVID BEARMAN Executive Vice President and Chief Financial Officer
----------------------------- (principal financial officer and principal
David Bearman accounting officer)
JOHN F. FINN* Director
-----------------------------
John F. Finn
ROBERT L. GERBIG* Director
-----------------------------
Robert L. Gerbig
JOHN F. HAVENS* Director
-----------------------------
John F. Havens
JAMES L. HESKETT* Director
-----------------------------
James L. Heskett
JOHN C. KANE* Director
-----------------------------
John C. Kane
GEORGE R. MANSER* Director
-----------------------------
George R. Manser
JOHN B. MCCOY* Director
-----------------------------
John B. McCoy
MICHAEL E. MORITZ* Director
-----------------------------
Michael E. Moritz
JERRY E. ROBERTSON* Director
-----------------------------
Jerry E. Robertson
L. JACK VAN FOSSEN* Director
-----------------------------
L. Jack Van Fossen
MELBURN G. WHITMIRE* Director
-----------------------------
Melburn G. Whitmire
*By: /s/ GEORGE H. BENNETT, JR.
-----------------------------
George H. Bennett, Jr.,
Attorney-in-Fact
</TABLE>
II-4
