UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
OWEN HEALTHCARE, INC.
(Name of Issuer)
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
69069B 10 8
(CUSIP Number)
ROBERT D. WALTER,
CARDINAL HEALTH, INC.
5555 GLENDON COURT
DUBLIN, OHIO 43016
(614) 717-5000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
DAVID A. KATZ
WACHTELL, LIPTON ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
NOVEMBER 27, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Sched-
ule 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 / /.
Page 1 of 12 Pages<PAGE>
CUSIP NO. 69069B 10 8 Page 2 of 12 Pages
SCHEDULE 13D
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cardinal Health, Inc.
31-0958666
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,396,750 shares of Common Stock.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CER-
TAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.6%.
Based upon 17,069,094 shares of Common Stock outstanding as
of November 27, 1996, as represented by Issuer, calculated
pursuant to Rule 13d-3(d)(1) and assuming, solely for pur-
poses of such calculation, that the option to purchase such
shares has been exercised.
14. TYPE OF REPORTING PERSON
HC, CO
Page 2 of 12 Pages<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, without
par value per share ("Owen Common Stock"), of Owen Healthcare,
Inc., a Texas corporation ("Owen"). The principal executive of-
fices of Owen are located at 9800 Centre Parkway, Suite 1100,
Houston, Texas 77036.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Cardinal Health, Inc., an
Ohio corporation ("Cardinal"). Cardinal is a national health care
service provider, providing an array of value-added pharmaceutical
distribution services to a broad base of customers nationwide.
Through a number of wholly owned subsidiaries, Cardinal also pro-
vides a variety of pharmaceutical-related products and services.
Cardinal's principal executive offices are located at 5555 Glendon
Court, Dublin, Ohio 43016.
Each executive officer and each director of Cardinal is
a citizen of the United States. The name, business address and
present principal occupation of each executive officer and direc-
tor are set forth in Annex I to this Schedule 13D which is incor-
porated herein by this reference.
During the last five years, to the best of Cardinal's
knowledge, neither Cardinal nor any of its executive officers or
directors has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to
a civil proceeding of a judicial or administrative body of compe-
tent jurisdiction as a result of which Cardinal or such person was
or is subject to a judgment, decree or final order enjoining fu-
ture violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation
with respect to such laws, and which judgment, decree or final
order was not subsequently vacated.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Stock Option Agreement, dated as of No-
vember 27, 1996, between Cardinal and Owen (the "Stock Option
Agreement"), Owen granted Cardinal an irrevocable option (the "Op-
tion") to purchase from Owen, under certain circumstances and sub-
ject to certain adjustments, up to 3,396,750 authorized and unis-
sued shares of Owen Common Stock, at a price per share (the "Pur-
chase Price"), payable in cash, equal to the lower of (x) $27.25
or (y) the exchange ratio under the Agreement and Plan of Merger,
dated as of November 27, 1996, among Cardinal, Owl Merger Corp., a
Texas corporation and a wholly owned subsidiary of Cardinal ("Sub-
corp"), and Owen (the "Merger Agreement"), described under Item 4
below, multiplied by the average of the closing prices of Cardinal
Common Shares as reported on the New York Stock Exchange (the
"NYSE") Composite Tape (the "NYSE Composite Tape") during the five
Page 3 of 12 Pages<PAGE>
consecutive trading days ending on (and including) the trading day
immediately prior to the date of exercise.
As of the date hereof, the Option is not exercisable.
The shares of Owen Common Stock subject to the Option would equal
19.9% of the outstanding Owen Common Stock before giving effect to
the exercise of the Option and 16.6% of the outstanding Owen Com-
mon Stock after giving effect to the exercise of the Option. Un-
der certain circumstances, Cardinal may require Owen to, or Owen
may be permitted to, repurchase for cash the Option and any shares
of Owen Common Stock acquired pursuant to the exercise of the Op-
tion.
The Option was granted by Owen as a condition of and in
consideration for Cardinal entering into the Merger Agreement.
The exercise of the Option for the full number of shares
currently covered thereby would require aggregate funds of
$92,561,438, based on a Purchase Price of $27.25. It is antici-
pated that, should the Option become exercisable and should Cardi-
nal determine to exercise the Option, Cardinal would obtain the
funds for purchase from working capital or by borrowing from par-
ties whose identity is not yet known.
A copy of the Stock Option Agreement is included as Ex-
hibit 2.2 to this Schedule 13D and is incorporated herein by this
reference. The foregoing description of the Stock Option Agree-
ment is qualified in its entirety by reference to such exhibit.
ITEM 4. PURPOSE OF TRANSACTION.
In connection with the execution of the Stock Option
Agreement, Cardinal, Subcorp and Owen entered into the Merger
Agreement, pursuant to which, among other matters and subject to
the terms and conditions set forth in the Merger Agreement, Sub-
corp will merge with and into Owen, with Owen as the surviving
corporation (the "Merger") and a wholly owned subsidiary of Cardi-
nal. The Option was granted by Owen as a condition of and in con-
sideration for Cardinal entering into the Merger Agreement. Con-
summation of the Merger is subject to certain conditions, includ-
ing: (i) receipt of the approval of the Merger Agreement by the
holders of two-thirds of the outstanding shares of Owen Common
Stock; (ii) expiration or termination of all waiting periods ap-
plicable to the consummation of the Merger under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended; (iii) reg-
istration of the Cardinal Common Shares to be issued in the Merger
under the Securities Act of 1933, as amended; (iv) receipt by Car-
dinal of an accountant's letter confirming that the Merger will
qualify as a pooling of interests transaction for financial re-
porting purposes; and (v) satisfaction of certain other condi-
tions. Pursuant to the Merger Agreement, upon consummation of the
Merger, (a) the officers of the surviving corporation in the
Merger will be the officers of Owen, (b) the directors of the sur-
viving corporation in the Merger will be the directors of Subcorp,
Page 4 of 12 Pages<PAGE>
(c) each share of Owen Common Stock will be converted into a frac-
tion of a Cardinal Common Share equal to the Exchange Ratio (as
defined below), plus cash in lieu of receipt of fractional Cardi-
nal Common Shares, and (d) at the effective time of the Merger,
the Articles of Incorporation and By-laws of Owen, as the surviv-
ing corporation, will be amended to be identical (save for the
name of the corporation) to those of Subcorp. Upon consummation
of the Merger, the Owen Common Stock will be delisted from the
NYSE.
The "Exchange Ratio" (rounded to the nearest ten-
thousandth of a share) will be equal to (a) the quotient obtained
by dividing (x) $27.25 by (y) the average of the closing prices
per share of the Cardinal Common Shares as reported on the NYSE
Composite Tape on each of the last ten trading days ending on the
sixth trading day prior to the meeting of Owen Shareholders at
which the vote to approve the Merger occurs (the "Average Share
Price"); provided, however, that (i) if the Average Share Price is
less than $82.175, then the Exchange Ratio will be equal to
0.3316, or (ii) if the Average Share Price is greater than
$90.825, then the Exchange Ratio will be equal to 0.3000; or (b)
if Cardinal has made an Adjustment Election (as defined in the
Merger Agreement), then the product of (x) 0.3316 and (y) the quo-
tient obtained by dividing $69.20 by the Average Share Price.
A copy of the Merger Agreement is included as Exhibit
2.1 to this Schedule 13D and is incorporated herein by this refer-
ence. The foregoing description of the Merger Agreement is quali-
fied in its entirety by reference to such exhibit.
Except as set forth herein, Cardinal does not have any
current plans or proposals that relate to or would result in (i)
the acquisition by any person of additional shares of Owen Common
Stock or the disposition of shares of Owen Common Stock; (ii) an
extraordinary corporate transaction, such as a merger, reorganiza-
tion or liquidation, involving Owen or any of its subsidiaries;
(iii) a sale or transfer of any material amount of assets of Owen
or any of its subsidiaries; (iv) any change in the present board
of directors or management of Owen, including any plans or propos-
als to change the number or term of directors or to fill any va-
cancies on the board; (v) any material change in the present capi-
talization or dividend policy of Owen; (vi) any other material
change in Owen's business or corporate structure; (vii) any change
in Owen's Articles of Incorporation or By-laws, or instruments
corresponding thereto, or other actions that may impede the acqui-
sition of control of Owen by any person; (viii) causing a class of
securities of Owen to be delisted from a national securities ex-
change or to cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities as-
sociation; (ix) a class of equity securities of Owen becoming eli-
gible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or (x) any
action similar to any of those enumerated above.
Page 5 of 12 Pages<PAGE>
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Although the Option does not allow Cardinal to purchase
any shares of Owen Common Stock pursuant thereto unless and until
the conditions to exercise specified in the Stock Option Agreement
occur, assuming for purposes of this Item 5 that such conditions
are satisfied and Cardinal is entitled to purchase shares of Owen
Common Stock pursuant to the Option, Cardinal would currently be
entitled to purchase 3,396,750 shares of Owen Common Stock, or
approximately 19.9% of the currently outstanding Owen Common Stock
before giving effect to the exercise of the Option and 16.6% of
the currently outstanding Owen Common Stock after giving effect to
the exercise of the Option (based upon 17,069,094 shares of Owen
Common Stock outstanding as of November 27, 1996, as represented
by Owen in the Merger Agreement).
Cardinal does not have the right to acquire any shares
of Owen Common Stock under the Option unless certain events
specified in the Stock Option Agreement occur. Accordingly,
Cardinal does not have sole or shared voting or dispositive power
with respect to any shares of Owen Common Stock purchasable under
the Option, and Cardinal disclaims beneficial ownership of Owen
Common Stock subject to the Option until such events occur.
Assuming for purposes of this Item 5 that events occurred that
would enable Cardinal to exercise the Option and Cardinal
exercised the Option, Cardinal would have sole voting power and
sole dispositive power with respect to the shares of Owen Common
Stock acquired pursuant to the Option.
The foregoing description of certain terms of the Stock
Option Agreement is qualified in its entirety by reference to the
Stock Option Agreement which is filed as Exhibit 2.2 hereto and
which is incorporated herein by this reference.
To the best of Cardinal's knowledge, no executive of-
ficer or director of Cardinal beneficially owns any shares of Owen
Common Stock, nor (except for the issuance of the Option) have any
transactions in Owen Common Stock been effected during the past 60
days by Cardinal or, to the best knowledge of Cardinal, by any
executive officer or director of Cardinal. In addition, no other
person is known by Cardinal to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities covered by this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Each of Dian G. Owen and the persons set forth in Annex
II to this Schedule 13D, which Annex II is incorporated herein by
this reference, has entered into an agreement with Cardinal pursu-
ant to which, among other matters, such person has agreed (i) to
vote all of the shares of Owen Common Stock beneficially owned by
such person or its affiliates or over which such person or any of
its affiliates has voting power or control to approve the Merger
and the Merger Agreement, (ii) not to vote such shares in favor of
Page 6 of 12 Pages<PAGE>
any other recapitalization, merger, consolidation or other busi-
ness combination involving Owen, or acquisition of any capital
stock (other than upon exercise of outstanding options under stock
option plans of Owen in effect on November 27, 1996) or any mate-
rial portion of the assets (except for acquisitions of assets in
the ordinary course of business consistent with past practice) of
Owen and (iii) not to, and not to permit any company, trust or
other entity controlled by such person to, and not to permit any
of its affiliates to, contract to sell, sell or otherwise transfer
or dispose of any of such shares or any interest therein or secu-
rities convertible thereinto or any voting rights with respect
thereto other than pursuant to the Merger without Cardinal's con-
sent (except, solely in the case of Ms. Owen, with respect to up
to 25,000 shares of Owen Common Stock that may be transferred to
charitable organizations qualified under Section 501(c)(3) of the
Internal Revenue Code).
Ms. Owen is estimated to have voting power over ap-
proximately 15% of the outstanding shares of Owen Common Stock,
based upon 17,069,094 shares of Owen Common Stock outstanding as
of November 27, 1996, as represented by Owen in the Merger Agree-
ment. A copy of the Support/Voting Agreement, dated as of Novem-
ber 27, 1996, executed by Ms. Owen (the "Owen Support/Voting
Agreement") is included as Exhibit 3.1 to this Schedule 13D and is
incorporated herein by this reference. The foregoing description
of the Owen Support/Voting Agreement is qualified in its entirety
by reference to such exhibit. The persons listed on Annex II in
the aggregate are estimated to have voting power over ap-
proximately 8% of the outstanding shares of Owen Common Stock
(assuming such persons exercise all of their exercisable options
to acquire Owen Common Stock and to vote such shares), based upon
17,069,094 shares of Owen Common Stock outstanding as of November
27, 1996, as represented by Owen in the Merger Agreement. A copy
of the form of Support/Voting Agreement, dated as of November 27,
1996, executed by such persons (the "Support/Voting Agreement") is
included as Exhibit 3.2 to this Schedule 13D and is incorporated
herein by this reference. The foregoing description of the
Support/Voting Agreements is qualified in its entirety by
reference to such exhibit.
A copy of the Merger Agreement is included as Exhibit
2.1 to this Schedule 13D and is incorporated herein by this refer-
ence. See Item 4.
A copy of the Stock Option Agreement is included as Ex-
hibit 2.2 to this Schedule 13D and is incorporated herein by this
reference. See Items 3 and 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed as part of this Sched-
ule 13D:
Page 7 of 12 Pages<PAGE>
Exhibit 2.1 -- Merger Agreement, filed as Exhibit 2.1 to the
Current Report on Form 8-K of Owen dated
November 27, 1996, is hereby incorporated by
reference
Exhibit 2.2 -- Stock Option Agreement, filed as Exhibit 10.1
to the Current Report on Form 8-K of Owen
dated November 27, 1996, is hereby
incorporated by reference.
Ehibit 3.1 -- Owen Support/Voting Agreement
Exhibit 3.2 -- Form of Support/Voting Agreement
Page 8 of 12 Pages<PAGE>
ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below are the name and present principal oc-
cupation of each director and executive officer of Cardinal
Health, Inc. as of November 27, 1996. The business address of
each such director and executive officer is c/o Cardinal Health,
Inc., 5555 Glendon Court, Dublin, Ohio 43016.
NAME PRINCIPAL OCCUPATION
DIRECTORS
OF CARDINAL
HEALTH, INC.:
John F. Finn Chairman and Chief Executive Of-
ficer of Gardner, Inc., an outdoor
power equipment distributor.
Robert L. Gerbig President and Chief Executive Of-
ficer of Gerbig, Snell/Weisheimer
& Associates, Inc., an advertising
agency.
John F. Havens Retired Chairman and Director
Emeritus of Banc One Corporation,
a bank holding company.
Regina E. Herzlinger Professor, Harvard University
Graduate School of Business Admin-
istration.
John C. Kane President and Chief Operating Of-
ficer of Cardinal Health, Inc.
J. Michael Losh Executive Vice President and Chief
Financial Officer of General Mo-
tors Corporation, a manufacturer
of automobiles.
George R. Manser Chairman of Uniglobe Travel (Capi-
tal Cities) Inc., a travel plan-
ning services company.
John B. McCoy Chairman and Chief Executive Of-
ficer of Banc One Corporation, a
bank holding company.
Jerry E. Robertson Retired Executive Vice President
of the Life Sciences Sector and
Corporate Services of Minnesota
Mining & Manufacturing Company, a
manufacturer of industrial com-
mercial, health care and consumer
products.
Page 9 of 12 Pages<PAGE>
L. Jack Van Fossen Retired President and Chief Execu-
tive Officer of Red Roof Inns,
Inc., a lodging company.
Robert D. Walter Chairman and Chief Executive Of-
ficer of Cardinal Health, Inc.
Melburn G. Whitmire Vice Chairman of Cardinal Health,
Inc.
EXECUTIVE OFFICERS
OF CARDINAL HEALTH, INC.
(WHO ARE NOT DIRECTORS):
David A. Abrahamson Executive Vice President;
President - Medicine Shoppe.
David Bearman Executive Vice President and Chief
Financial Officer.
George H. Bennett, Jr. Executive Vice President, General
Counsel and Secretary.
Lisa M. Dolin Senior Vice President - Specialty
Companies.
Daniel F. Gerner Executive Vice President;
President - PCI Services.
Bruce McWhinney Executive Vice President;
President - Allied Pharmacy
Service
James F. Millar Executive Vice President;
President - Cardinal Distribution.
Richard J. Miller Vice President, Controller and
Principal Accounting Officer
William D. Williams Executive Vice President;
President - Pyxis Corporation
Page 10 of 12 Pages<PAGE>
ANNEX II
PERSONS EXECUTING SUPPORT/VOTING AGREEMENTS*
Stephen A. Drury
J.D. Epstein
Carl E. Isgren
Donald M. Jones
Hugh M. Morrison
Diane Peterson
Robert M. Rutledge
Harlan C. Stai
Robert L. Williams
_____________________
* Other than Dian G. Owen.
Page 11 of 12 Pages<PAGE>
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.
CARDINAL HEALTH, INC.
By: /s/ George H. Bennett, Jr.
Name: George H. Bennett, Jr.
Title: Executive Vice President,
General Counsel and Secretary
Dated: December 6, 1996
Page 12 of 12 Pages<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
2.1 Agreement and Plan of
Merger, dated as of November 27,
1996, among Cardinal Health, Inc.,
Owl Merger Corp., and Owen
Healthcare, Inc., filed as Exhibit
2.1 to the Current Report on Form
8-K of Owen Healthcare, Inc. dated
November 27, 1996, is incorporated
herein by reference.
2.2 Stock Option Agreement, dated as
of November 27, 1996, between
Cardinal Health, Inc. and
Owen Healthcare, Inc., filed as
Exhibit 10.1 to the Current Report
on Form 8-K of Owen Healthcare, Inc.
dated November 27, 1996, is
incorporated herein by reference.
3.1 Support/Voting Agreement, dated as
of November 27, 1996, between Dian
G. Owen and Cardinal Health, Inc.
3.2 Form of Support/Voting Agreement
between Cardinal Health, Inc. and
each of the persons listed on Annex
II of the Schedule 13D.
EXHIBIT 3.1
Support/Voting Agreement
November 27, 1996
Cardinal Health, Inc.
5555 Glendon Court
Dublin, Ohio 43016
Re: Support/Voting Agreement
Dear Sirs:
The undersigned understands that Cardinal Health, Inc. ("Cardinal"),
Owl Merger Corp., a wholly owned subsidiary of Cardinal ("Subcorp"), and Owen
Healthcare, Inc. ("Owen") are entering into an Agreement and Plan of Merger,
dated the date hereof (the "Agreement"), providing for, among other things, a
merger between Subcorp and Owen (the "Merger"), in which all of the outstanding
shares of capital stock of Owen will be exchanged for common shares, without par
value, of Cardinal.
The undersigned is a shareholder of Owen (the "Shareholder") and is
entering into this letter agreement to induce you to enter into the Agreement
and to consummate the transactions contemplated thereby.
The Shareholder confirms its agreement with you as follows:
1. The Shareholder represents, warrants and agrees that Schedule I
annexed hereto sets forth the shares of the capital stock of Owen of which the
Shareholder or its affiliates (as defined under the Securities Exchange Act of
1934, as amended) is the record or beneficial owner (the "Shares") and that the
Shareholder and its affiliates are on the date hereof the lawful owners of the
number of Shares set forth in Schedule I, free and clear of all liens, charges,
encumbrances, voting agreements and commitments of every kind, except as
disclosed in Schedule I. Except for the Shares set forth in Schedule I, neither
the Shareholder nor any of its affiliates own or hold any rights to acquire any
additional shares of the capital stock of Owen (other than pursuant to stock
options) or any interest therein or any voting rights with respect to any ad-
ditional shares.
2. The Shareholder agrees that it will not, will not permit any
company, trust or other entity controlled by the Shareholder to, and will not
permit any of its affiliates to, contract to sell, sell or otherwise transfer or
dispose of any of the Shares or any interest therein or securities convertible
thereinto or any voting rights with respect thereto, other than (i) pursuant to
the Merger or (ii) with your prior written consent, provided that the
Shareholder may sell or transfer not more than 25,000 Shares to charitable
organizations qualified under Section 501(c)(3) of the Internal Revenue Code.<PAGE>
3. The Shareholder agrees to, will cause any company, trust or other
entity controlled by the Shareholder to, and will cause its affiliates to,
cooperate fully with you in connection with the Agreement and the transactions
contemplated thereby. The Shareholder agrees that, during the term of this
letter agreement, it will not, and will not permit any such company, trust or
other entity to, and will not permit any of its affiliates to, directly or indi-
rectly (including through its directors, officers, employees or other
representatives) solicit, initiate, encourage or facilitate, or furnish or
disclose non-public information in furtherance of, any inquiries or the making
of any proposal with respect to any recapitalization, merger, consolidation or
other business combination involving Owen, or acquisition of any capital stock
(other than upon exercise of Owen Options which are outstanding as of the date
hereof) or any material portion of the assets (except for acquisition of assets
in the ordinary course of business consistent with past practice) of Owen, or
any combination of the foregoing (a "Competing Transaction"), or negotiate, ex-
plore or otherwise engage in discussions with any person (other than Cardinal,
Subcorp or their respective directors, officers, employees, agents and
representatives) with respect to any Competing Transaction or enter into any
agreement, arrangement or understanding with respect to any Competing Transac-
tion or agree to or otherwise assist in the effectuation of any Competing
Transaction; provided, however, that nothing herein shall prevent the
Shareholder from taking any action, after having notified Cardinal thereof, or
omitting to take any action (i) solely as a member of the Board of Directors of
Owen required so as not to violate such Shareholder's fiduciary obligations as a
Director after consultation with outside counsel or (ii) if Shareholder is an
officer of Owen, as directed by the Board of Directors of Owen so long as such
direction was not made in violation of any of the terms of the Agreement.
4. The Shareholder agrees that all of the Shares beneficially owned by
the Shareholder or its affiliates (except shares subject to unexercised stock
options), or over which the Shareholder or any of its affiliates has voting
power or control, directly or indirectly (including any common shares of Owen
acquired after the date hereof), at the record date for any meeting of s-
hareholders of Owen called to consider and vote to approve the Merger and the
Agreement and/or the transactions contemplated thereby and/or any Competing
Transaction will be voted by the Shareholder or its affiliates in favor the
Merger and the Agreement and the transactions contemplated thereby and that
neither the Shareholder nor any of its affiliates will vote such Shares in favor
of any Competing Transaction during the term of this letter agreement.
5. The Shareholder has all necessary power and authority to enter into
this letter agreement. This letter agreement is the legal, valid and binding
agreement of the Shareholder, and is enforceable against the Shareholder in ac-
cordance with its terms.
6. The Shareholder agrees that damages are an inadequate remedy for
the breach by Shareholder of any term or condition of this letter agreement and
that you shall be entitled to a temporary restraining order and preliminary and
permanent injunctive relief in order to enforce our agreements herein.
7. Pursuant to Article 2.30B of the Texas Business Corporation Act,
the Shareholder shall deposit a copy of this letter agreement with Owen at its
principal place of business.
- 2 -<PAGE>
8. Except to the extent that the laws of the jurisdiction of
organization of any party hereto, or any other jurisdiction, are mandatorily
applicable to matters arising under or in connection with this letter agreement,
this letter agreement shall be governed by the laws of the State of Delaware.
All actions and proceedings arising out of or relating to this letter agreement
shall be heard and determined in any Delaware state or federal court sitting in
the City of Wilmington.
9. Each of the parties hereto irrevocably submits to the exclusive
jurisdiction of the state courts of Delaware and to the jurisdiction of the
United States District Court for the District of Delaware, for the purpose of
any action or proceeding arising out of or relating to this letter agreement and
each of the parties hereto irrevocably agrees that all claims in respect to such
action or proceeding may be heard and determined exclusively in any Delaware
state or federal court sitting in the City of Wilmington. Each of the parties
hereto agrees that a final judgment in any action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Each of the parties hereto irrevocably
consents to the service of any summons and complaint and any other process in
any other action or proceeding relating hereto, on behalf of itself or its
property, by the personal delivery of copies of such process to such party.
Nothing in this Section 9 shall affect the right of any party hereto to serve
legal process in any other manner permitted by law.
10. This letter agreement constitutes the entire agreement among the
parties hereto with respect to the matters covered hereby and supersedes all
prior agreements, understandings or representations among the parties written or
oral, with respect to the subject matter hereof.
- 3 -<PAGE>
This letter agreement may be terminated at the option of any party at
any time upon the earlier of (i) the date on which the Agreement is terminated
and (ii) the Effective Time (as defined in the Agreement). Please confirm that
the foregoing correctly states the understanding between us by signing and
returning to me a counterpart hereof.
Very truly yours,
By: /s/ Dian G. Owen
Dian G. Owen
Confirmed on the date
first above written.
Cardinal Health, Inc.
By: /s/ Brendan A. Ford
Brendan A. Ford
Senior Vice President -- Corporate Development
- 4 -
EXHIBIT 3.2
Support/Voting Agreement
November 27, 1996
Cardinal Health, Inc.
5555 Glendon Court
Dublin, Ohio 43016
Re: Support/Voting Agreement
Dear Sirs:
The undersigned understands that Cardinal Health, Inc. ("Cardinal"),
Owl Merger Corp., a wholly owned subsidiary of Cardinal ("Subcorp"), and Owen
Healthcare, Inc. ("Owen") are entering into an Agreement and Plan of Merger,
dated the date hereof (the "Agreement"), providing for, among other things, a
merger between Subcorp and Owen (the "Merger"), in which all of the outstanding
shares of capital stock of Owen will be exchanged for common shares, without par
value, of Cardinal.
The undersigned is a shareholder of Owen (the "Shareholder") and is
entering into this letter agreement to induce you to enter into the Agreement
and to consummate the transactions contemplated thereby.
The Shareholder confirms its agreement with you as follows:
1. The Shareholder represents, warrants and agrees that Schedule I
annexed hereto sets forth the shares of the capital stock of Owen of which the
Shareholder or its affiliates (as defined under the Securities Exchange Act of
1934, as amended) is the record or beneficial owner (the "Shares") and that the
Shareholder and its affiliates are on the date hereof the lawful owners of the
number of Shares set forth in Schedule I, free and clear of all liens, charges,
encumbrances, voting agreements and commitments of every kind, except as
disclosed in Schedule I. Except for the Shares set forth in Schedule I, neither
the Shareholder nor any of its affiliates own or hold any rights to acquire any
additional shares of the capital stock of Owen (other than pursuant to stock
options) or any interest therein or any voting rights with respect to any ad-
ditional shares.
2. The Shareholder agrees that it will not, will not permit any
company, trust or other entity controlled by the Shareholder to, and will not
permit any of its affiliates to, contract to sell, sell or otherwise transfer or
dispose of any of the Shares or any interest therein or securities convertible
thereinto or any voting rights with respect thereto, other than (i) pursuant to
the Merger or (ii) with your prior written consent.<PAGE>
3. The Shareholder agrees to, will cause any company, trust or other
entity controlled by the Shareholder to, and will cause its affiliates to,
cooperate fully with you in connection with the Agreement and the transactions
contemplated thereby. The Shareholder agrees that, during the term of this
letter agreement, it will not, and will not permit any such company, trust or
other entity to, and will not permit any of its affiliates to, directly or indi-
rectly (including through its directors, officers, employees or other
representatives) solicit, initiate, encourage or facilitate, or furnish or
disclose non-public information in furtherance of, any inquiries or the making
of any proposal with respect to any recapitalization, merger, consolidation or
other business combination involving Owen, or acquisition of any capital stock
(other than upon exercise of Owen Options which are outstanding as of the date
hereof) or any material portion of the assets (except for acquisition of assets
in the ordinary course of business consistent with past practice) of Owen, or
any combination of the foregoing (a "Competing Transaction"), or negotiate, ex-
plore or otherwise engage in discussions with any person (other than Cardinal,
Subcorp or their respective directors, officers, employees, agents and
representatives) with respect to any Competing Transaction or enter into any
agreement, arrangement or understanding with respect to any Competing Transac-
tion or agree to or otherwise assist in the effectuation of any Competing
Transaction; provided, however, that nothing herein shall prevent the
Shareholder from taking any action, after having notified Cardinal thereof, or
omitting to take any action (i) solely as a member of the Board of Directors of
Owen required so as not to violate such Shareholder's fiduciary obligations as a
Director after consultation with outside counsel or (ii) if Shareholder is an
officer of Owen, as directed by the Board of Directors of Owen so long as such
direction was not made in violation of any of the terms of the Agreement.
4. The Shareholder agrees that all of the Shares beneficially owned by
the Shareholder or its affiliates (except shares subject to unexercised stock
options), or over which the Shareholder or any of its affiliates has voting
power or control, directly or indirectly (including any common shares of Owen
acquired after the date hereof), at the record date for any meeting of s-
hareholders of Owen called to consider and vote to approve the Merger and the
Agreement and/or the transactions contemplated thereby and/or any Competing
Transaction will be voted by the Shareholder or its affiliates in favor the
Merger and the Agreement and the transactions contemplated thereby and that
neither the Shareholder nor any of its affiliates will vote such Shares in favor
of any Competing Transaction during the term of this letter agreement.
5. The Shareholder has all necessary power and authority to enter into
this letter agreement. This letter agreement is the legal, valid and binding
agreement of the Shareholder, and is enforceable against the Shareholder in ac-
cordance with its terms.
6. The Shareholder agrees that damages are an inadequate remedy for
the breach by Shareholder of any term or condition of this letter agreement and
that you shall be entitled to a temporary restraining order and preliminary and
permanent injunctive relief in order to enforce our agreements herein.
7. Pursuant to Article 2.30B of the Texas Business Corporation Act,
the Shareholder shall deposit a copy of this letter agreement with Owen at its
principal place of business.
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8. Except to the extent that the laws of the jurisdiction of
organization of any party hereto, or any other jurisdiction, are mandatorily
applicable to matters arising under or in connection with this letter agreement,
this letter agreement shall be governed by the laws of the State of Delaware.
All actions and proceedings arising out of or relating to this letter agreement
shall be heard and determined in any Delaware state or federal court sitting in
the City of Wilmington.
9. Each of the parties hereto irrevocably submits to the exclusive
jurisdiction of the state courts of Delaware and to the jurisdiction of the
United States District Court for the District of Delaware, for the purpose of
any action or proceeding arising out of or relating to this letter agreement and
each of the parties hereto irrevocably agrees that all claims in respect to such
action or proceeding may be heard and determined exclusively in any Delaware
state or federal court sitting in the City of Wilmington. Each of the parties
hereto agrees that a final judgment in any action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Each of the parties hereto irrevocably
consents to the service of any summons and complaint and any other process in
any other action or proceeding relating hereto, on behalf of itself or its
property, by the personal delivery of copies of such process to such party.
Nothing in this Section 9 shall affect the right of any party hereto to serve
legal process in any other manner permitted by law.
10. This letter agreement constitutes the entire agreement among the
parties hereto with respect to the matters covered hereby and supersedes all
prior agreements, understandings or representations among the parties written or
oral, with respect to the subject matter hereof.
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This letter agreement may be terminated at the option of any party at
any time upon the earlier of (i) the date on which the Agreement is terminated
and (ii) the Effective Time (as defined in the Agreement). Please confirm that
the foregoing correctly states the understanding between us by signing and
returning to me a counterpart hereof.
Very truly yours,
By:
Confirmed on the date
first above written.
Cardinal Health, Inc.
By:
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