SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 11, 1996
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
CARDINAL HEALTH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
OHIO 0-12591 31-0958666
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
5555 GLENDON COURT, DUBLIN, OHIO 43016
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(614) 717-5000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)<PAGE>
ITEM 5. OTHER EVENTS
Following a special meeting of stockholders held on
October 11, 1996, in which the stockholders of PCI Services,
Inc., a Delaware corporation ("PCI"), voted upon and approved
and adopted an Agreement and Plan of Merger, dated as of July
23, 1996, by and among PCI, Cardinal Health, Inc., an Ohio
corporation ("Cardinal"), Panther Merger Corp., a Delaware
corporation and a wholly owned subsidiary of Cardinal
("Subcorp") and MEDIQ Incorporated, a Delaware corporation,
Subcorp was merged with and into PCI (the "Merger") and PCI
became a wholly owned subsidiary of Cardinal. As a result of
the Merger, each share of PCI common stock, $0.001 par value
("PCI Common Stock"), was converted into 0.336 of a Cardinal
common share, without par value ("Cardinal Common Shares"),
with cash in lieu of fractional shares. It is anticipated
that approximately 2,244,900 Cardinal Common Shares will be
issued pursuant to the Merger to former stockholders of PCI,
including shares issuable upon exercise of options to
purchase Cardinal Common Shares into which outstanding
options to purchase PCI Common Stock were converted in the
Merger.
PCI is an international provider of diversified
packaging services to the pharmaceutical industry in the
United States and Europe. PCI provides integrated packaging
services to manufacturers which include packaging of
prescription and over-the-counter pharmaceuticals and other
health care products, production of folding cartons, and
printing of product inserts which are enclosed in
pharmaceutical packages. PCI operates ten production
facilities in the United States, Puerto Rico, Germany and the
United Kingdom, which enable it to meet the diverse and
changing needs of its pharmaceutical customers.
-2-<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto
duly authorized.
CARDINAL HEALTH, INC.
Dated: October 18, 1996 By:/s/ George H. Bennett, Jr.
---------------------------
George H. Bennett, Jr.
Executive Vice President,
General Counsel and
Secretary
