|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: SMITH BARNEY SHEARSON AGGRESSIVE GROWTH FUND INC, 485BPOS, 1996-12-20 |
Next: MONARCH BANCORP, 8-K, 1996-12-20 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended June 30, 1996
-------------
Commission File Number 0-12591
-------
Cardinal Health, Inc. Profit Sharing and Retirement Savings Plan
----------------------------------------------------------------
(Full Title of Plan)
Cardinal Health, Inc.
5555 Glendon Court
Dublin, Ohio 43016
(Name of Issuer of the Securities Held by the Plan and
Address of Principal Executive Offices)
<PAGE> 2
CARDINAL HEALTH, INC.
PROFIT SHARING AND RETIREMENT
SAVINGS PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
SIGNATURES 2
INDEPENDENT AUDITORS' REPORT 3-4
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of June 30, 1996 and 1995 5-6
Statement of Changes in Net Assets Available for Benefits for the Year
Ended June 30, 1996 7
Notes to Financial Statements 8-10
SUPPLEMENTAL SCHEDULES AS OF JUNE 30, 1996 AND FOR THE YEAR ENDED JUNE 30, 1996:
Item 27a - Schedule of Assets Held for Investment Purposes 11
Item 27d - Schedule of Reportable Transactions 12
EXHIBIT INDEX 13
EXHIBITS:
Exhibit 23 - Independent Auditors' Consent 14
</TABLE>
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the members
of the Plan Committee have duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
CARDINAL HEALTH, INC.
PROFIT SHARING AND RETIREMENT
SAVINGS PLAN
Date: December 18, 1996 /s/ David Bearman
--------------------------------------------
David Bearman, Plan Committee Member
Date: December 18, 1996 /s/ George H. Bennett Jr.
---------------------------------------------
George H. Bennett, Jr., Plan Committee Member
Date: December 18, 1996 /s/ Carole W. Tomko
---------------------------------------------
Carole W. Tomko, Plan Committee Member
-2-
<PAGE> 4
[DELOITTE & TOUCHE LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Plan Committee of
Cardinal Health, Inc.
Profit Sharing and Retirement
Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the Cardinal Health, Inc. Profit Sharing and Retirement Savings Plan as of
June 30, 1996 and 1995, and the related statement of changes in net assets
available for benefits for the year ended June 30, 1996. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Cardinal Health, Inc.
Profit Sharing and Retirement Savings Plan as of June 30, 1996 and 1995, and the
changes in net assets available for benefits for the year ended June 30, 1996 in
conformity with generally accepted accounting principles.
<PAGE> 5
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund is
presented for the purpose of additional analysis of the basic financial
statements rather than to present information regarding the net assets available
for benefits and changes in net assets available for benefits of the individual
funds, and is not a required part of the basic financial statements. The
supplemental schedules listed in the Table of Contents are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. This supplemental
information and the supplemental schedules are the responsibility of the Plan's
management. Such supplemental information by fund and schedules have been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial statements taken as
a whole.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Columbus, Ohio
November 19, 1996
<PAGE> 6
CARDINAL HEALTH, INC.
PROFIT SHARING AND RETIREMENT
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF JUNE 30, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Supplemental Information By Fund
------------------------------------------------------------
Asset
Short-Term Asset Manager
Equity Equity Investment Manager Growth
Fund A Fund B Fund Fund Fund
ASSETS:
<S> <C> <C> <C> <C> <C>
Contribution receivable, primarily from Plan sponsor $ 799,794 $ 1,453,607 $ 623,691 $ 221,434 $ 439,172
Investments (Notes 1 and 3):
Mutual funds 11,959,000 23,980,895 1,915,528 2,952,622
Money market fund 11,956,400
Stable value fund
Equity securities
Participant notes receivable
----------- ----------- ----------- ----------- -----------
Total investments 11,959,000 23,980,895 11,956,400 1,915,528 2,952,622
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $12,758,794 $25,434,502 $12,580,091 $ 2,136,962 $ 3,391,794
=========== =========== =========== =========== ===========
<CAPTION>
Supplemental Information By Fund
----------------------------------------------------------
Asset Managed
Manager Income Participant
Income Portfolio Company Notes Combined
Fund Fund Stock Receivable Funds
ASSETS:
<S> <C> <C> <C> <C> <C>
Contribution receivable, primarily from Plan sponsor $ 133,548 $ 207,316 $ 796,308 $ 4,674,870
Investments (Notes 1 and 3):
Mutual funds 2,253,289 43,061,334
Money market fund 11,956,400
Stable value fund 1,657,636 1,657,636
Equity securities 9,334,423 9,334,423
Participant notes receivable $ 1,698,748 1,698,748
----------- ----------- ----------- ----------- -----------
Total investments 2,253,289 1,657,636 9,334,423 1,698,748 67,708,541
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 2,386,837 $ 1,864,952 $10,130,731 $ 1,695,748 $72,383,411
=========== =========== =========== =========== ===========
</TABLE>
See notes to financial statements.
-5-
<PAGE> 7
CARDINAL HEALTH, INC.
PROFIT SHARING AND RETIREMENT
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF JUNE 30, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Supplemental Information By Fund
---------------------------------------------------------------------
Asset
Short-Term Asset Manager
Equity Equity Investment Manager Growth
Fund A Fund B Fund Fund Fund
<S> <C> <C> <C> <C> <C>
ASSETS:
Contribution receivable, primarily from Plan sponsor $ 587,517 $ 994,279 $ 562,731 $ 142,585 $ 264,912
Investments (Notes 1 and 3):
Mutual funds 8,905,713 19,235,788 1,154,109 1,437,292
Money market fund 12,703,009
Stable value fund
Equity securities
Participant notes receivable
----------- ----------- ----------- ----------- -----------
Total investments 8,905,713 19,235,788 12,703,009 1,154,109 1,437,292
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 9,493,230 $20,230,067 $13,265,740 $ 1,296,694 $ 1,702,204
=========== =========== =========== =========== ===========
See notes to financial statements.
<CAPTION>
Supplemental Information By Fund
------------------------------------------------------------------
Asset Managed
Manager Income Participant
Income Portfolio Company Notes Combined
Fund Fund Stock Recievable Funds
<S> <C> <C> <C> <C> <C>
ASSETS:
Contribution receivable, primarily from Plan sponsor $ 74,988 $ 113,840 $ 521,342 $ 3,262,194
Investments (Notes 1 and 3):
Mutual funds 2,288,311 33,021,213
Money market fund 12,703,009
Stable value fund 974,319 974,319
Equity securities 5,022,333 5,022,333
Participant notes receivable $ 1,175,221 1,175,221
----------- ----------- ----------- ----------- -----------
Total investments 2,288,311 974,319 5,022,333 1,175,221 52,896,095
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 2,363,299 $ 1,088,159 $ 5,543,675 $ 1,175,221 $56,158,289
=========== =========== =========== =========== ===========
</TABLE>
See notes to financial statements.
-6-
<PAGE> 8
CARDINAL HEALTH, INC.
PROFIT SHARING AND RETIREMENT
SAVINGS PLAN
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS FOR THE YEAR ENDED JUNE 30, 1996
- ------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
------------------------------------------------------------
SHORT-TERM ASSET
EQUITY EQUITY INVESTMENT MANAGER
FUND A FUND B FUND FUND
<S> <C> <C> <C> <C>
INCREASES IN NET ASSETS:
Contributions transferred from previous qualified
plans (Note 2) $ 127,555 $ 929,511 $ 133,728 $ 131,663
Contributions from Plan sponsor 1,120,625 2,043,241 876,211 316,813
Contributions from Plan participants 960,981 1,854,793 625,645 285,225
Loan repayments 76,288 205,997 125,094 18,120
Investment income:
Dividends 611,377 4,994,636 661,607 54,851
Interest
Interest on participant loans 14,868 45,966 24,062 3,725
Net appreciation (depreciation) in fair value of investments 931,955 (2,609,608) 138,341
--------- ---------- ---------- ---------
Total increases 3,843,649 7,464,536 2,446,347 948,738
--------- ---------- ---------- ---------
DECREASES IN NET ASSETS:
Retirement benefits (958,060) (2,122,288) (1,437,493) (187,189)
Loan withdrawals (208,853) (469,402) (348,612) (21,242)
Miscellaneous - other (1,317) (1,765) (5,177) (202)
Interfund transfers 590,145 333,354 (1,340,714) 100,163
--------- ---------- ---------- ---------
Total (decreases) increases (578,085) (2,260,101) (3,131,996) (108,470)
--------- ---------- ---------- ---------
INCREASE (DECREASE) IN NET ASSETS AVAILABLE
FOR BENEFITS 3,265,564 5,204,435 (685,649) 840,268
--------- ---------- ---------- ---------
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 9,493,230 20,230,067 13,265,740 1,296,694
--------- ---------- ---------- ---------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 12,758,794 $ 25,434,502 $ 12,580,091 $ 2,136,962
============ ============ ============ ============
<CAPTION>
-------------------------------------------------------------
-------------------------------------------------------------
ASSET ASSET MANAGED
MANAGER MANAGER INCOME
GROWTH INCOME PORTFOLIO COMPANY
FUND FUND FUND STOCK
<S> <C> <C> <C> <C>
INCREASES IN NET ASSETS:
Contributions transferred from previous qualified
plans (Note 2) $ 251,189 $ 64,723 $ 17,923 $ 267,897
Contributions from Plan sponsor 611,044 191,503 271,181 1,082,412
Contributions from Plan participants 542,240 162,596 223,547 812,535
Loan repayments 47,430 23,385 11,268 39,506
Investment income:
Dividends 36,349 118,759 72,847 14,265
Interest 3,700
Interest on participant loans 7,038 3,205 2,102 10,998
Net appreciation (depreciation) in fair value of investments 319,744 88,885 2,973,749
--------- --------- --------- ---------
Total increases 1,815,034 653,056 598,868 5,205,062
--------- --------- --------- ---------
DECREASES IN NET ASSETS:
Retirement benefits (118,622) (327,870) (345,726) (591,815
Loan withdrawals (52,166) (56,303) (16,257) (1,165
Miscellaneous - other (253) (639) (1,339) 60
Interfund transfers 45,597 (244,706) 541,247 (25,086
--------- --------- --------- ---------
Total (decreases) increases (125,444) (629,518) 177,925 (618,006
--------- --------- --------- ---------
INCREASE (DECREASE) IN NET ASSETS AVAILABLE
FOR BENEFITS 1,689,590 23,538 776,793 4,587,056
--------- --------- --------- ---------
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 1,702,204 2,363,299 1,088,159 5,543,675
--------- --------- --------- ---------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 3,391,794 $ 2,386,837 $ 1,864,952 $ 10,130,731
============ ============ ============ ============
<CAPTION>
-----------------------------
-----------------------------
PARTICIPANT
NOTES COMBINE
RECEIVABLES FUNDS
<S> <C> <C>
INCREASES IN NET ASSETS:
Contributions transferred from previous qualified
plans (Note 2) $ 1,924,189
Contributions from Plan sponsor 6,513,030
Contributions from Plan participants 5,467,562
Loan repayments $ (547,088)
Investment income:
Dividends 6,564,691
Interest 3,700
Interest on participant loans 111,964
Net appreciation (depreciation) in fair value of investments 1,843,066
--------- ----------
Total increases (547,088) 22,428,202
--------- ----------
DECREASES IN NET ASSETS:
Retirement benefits (108,150) (6,197,213
Loan withdrawals 1,174,000
Miscellaneous - other 4,765 (5,867
Interfund transfers
--------- ----------
Total (decreases) increases 1,070,615 (6,203,080
--------- ----------
INCREASE (DECREASE) IN NET ASSETS AVAILABLE
FOR BENEFITS 523,527 16,225,122
--------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 1,175,221 56,158,289
--------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 1,698,748 $ 72,383,411
============ ============
</TABLE>
See notes to financial statements.
-7-
<PAGE> 9
CARDINAL HEALTH, INC.
PROFIT SHARING AND RETIREMENT
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1996 AND 1995
- --------------------------------------------------------------------------------
1. ACCOUNTING POLICIES
The accompanying financial statements have been prepared on the accrual
basis. Purchases and sales of securities are recorded on the trade date.
Interest income is recorded as earned and dividend income is recorded on
the ex-dividend date.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
The statements of net assets available for benefits include investments in
mutual funds, money market funds, stable value funds and equity securities
valued at quoted market prices on the last business day of the plan year.
2. DESCRIPTION OF PLAN
Substantially all employees of Cardinal Health, Inc. and its subsidiaries
(collectively referred to as the employer, Plan sponsor or Company) not
covered by a collective bargaining agreement and who have completed 1,000
or more hours of credited service are eligible to participate in the Plan.
The Plan was adopted on March 25, 1987, and replaced a variety of
non-collectively bargained retirement plans the Company previously
maintained at the subsidiary level. Contributions transferred from or
receivable from previous qualified plans are comprised of transfer
contributions of new employees from other previously unrelated qualified
plans.
Effective October 1, 1993, the Plan allows employees to authorize payroll
deductions up to the lesser of 15% of their credited compensation or the
maximum allowed under the IRS guidelines. In addition, Company Matching
Contributions are 75% of the Participant Elected Contributions up to 3% of
credited compensation. The Company also makes profit sharing contributions
("Profit Sharing Contributions") to the Plan on behalf of each eligible
employee who completes at least 1,000 hours of service and was an eligible
employee on the last day of the plan year. The Company's Profit Sharing
Contributions each plan year consist of: (a) automatic contributions equal
to 3% of total credited compensation for all eligible participants; and
(b) additional contributions, if any, determined at the sole discretion of
the Company, which are allocated to participants based first upon their
credited compensation in excess of the Social Security taxable wage base
(up to 6.06% of such excess) and next, pro rata, based upon total credited
compensation. The investment of such contributions is generally directed
by the employee into one or more of the following investment options: a
money market fund, a stable value fund, one of five mutual funds or the
Company's common stock fund established under the Plan.
-8-
<PAGE> 10
All participants in the Plan who were employed by the Company on its
commencement date are fully vested in all plan benefits which accrue to
their account. Subsequently hired participants have a nonforfeitable right
to accrued benefits pertaining to Participant Elected Contributions and
transfer contributions at all times, and a nonforfeitable right to accrued
benefits from Company Matching Contributions and Profit Sharing
Contributions in the event of retirement or other termination of
employment: (a) on or after the participant's 65th birthday; (b) on
account of permanent disability; (c) by reason of death; or (d) after
completion of 5 years of service. A newly hired participant whose
employment terminates under other circumstances will have a nonforfeitable
right to a portion of the accrued benefits from Company Matching
Contributions and Profit Sharing Contributions determined under a 5-year
schedule, based on years of service. All other unvested accrued benefits
will be forfeited and used to reduce Company contributions. All
administrative expenses are paid by the Plan sponsor, excluding loan fees
which are paid by the borrowing participant.
Effective January 1, 1995, participants may borrow from their fund
accounts a minimum of $1,000 up to a maximum equal to the lesser of
$50,000 or 50 percent of their vested account balance. Loan transactions
are treated as a transfer to (from) the investment fund from (to) the
Participant Notes fund. Loan terms range from 1-5 years or up to 15 years
for the purchase of a primary residence. The loans are secured by the
remaining vested balance in the participant's account and bear interest at
a rate commensurate with local prevailing rates as determined monthly by
the Plan administrator. Interest rates ranged from 6 percent to 13 percent
at June 30, 1995 and 9.25 percent to 10 percent at June 30, 1996.
Principal and interest is paid ratably through regular payroll deductions.
As of June 30, 1996 and 1995, benefits payable to terminated employees
were $177,702 and $54,774, respectively. These amounts are included on
line 31g of the Plan's Form 5500.
Although it has not expressed any intent to do so, the Company reserves
the right to terminate the Plan. In this event, the accounts of all
participants and beneficiaries would become fully vested and all benefits
nonforfeitable.
In September 1994, the Plan was approved as a qualified defined
contribution plan by the Internal Revenue Service. The Plan has been
amended since receiving the determination letter. However, the Plan
administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, the administrator believes that the Plan was
qualified and was tax-exempt as of the financial statement date.
For further information, participants should refer to the Summary Plan
Description provided by the Plan sponsor.
-9-
<PAGE> 11
3. PLAN INVESTMENTS
Investments of more than five percent of net assets at June 30, 1996 and
1995 consisted of:
<TABLE>
<CAPTION>
1996 1995
----------------------------------- ---------------------------------
MARKET MARKET
VALUE COST VALUE COST
<S> <C> <C> <C> <C>
Equity Securities - Cardinal
Health, Inc. Common Shares $ 9,334,423 $ 5,334,622 $ 5,022,333 $ 3,564,853
Money Market Funds - Fidelity
Retirement Government Money
Market Portfolio 11,956,400 11,956,400 12,703,009 12,703,009
Mutual Funds:
Fidelity Puritan Fund 11,959,000 10,638,033 8,905,713 8,366,002
Fidelity Magellan Fund 23,980,895 23,149,184 19,235,788 15,230,954
</TABLE>
******
-10-
<PAGE> 12
CARDINAL HEALTH, INC.
PROFIT SHARING AND RETIREMENT
SAVINGS PLAN
<TABLE>
<CAPTION>
SUPPLEMENTAL SCHEDULE - ITEM 27a - SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES AS OF JUNE 30, 1996
- -------------------------------------------------------------------------------------------------------
UNITS/ MARKET
SHARES DESCRIPTION VALUE COST
Mutual Funds:
<S> <C> <C>
676,414 Fidelity Puritan Fund $11,959,000 $10,638,033
320,600 Fidelity Magellan Fund 23,980,895 23,149,184
117,734 Fidelity Asset Manager Fund 1,915,528 1,779,943
182,261 Fidelity Asset Manager Growth Fund 2,952,622 2,643,703
194,753 Fidelity Asset Manager Income Fund 2,253,289 2,134,389
------------ -----------
Total Mutual Funds 43,061,334 40,345,252
Money Market Fund - Fidelity Retirement
11,956,400 Government Money Market Portfolio 11,956,400 11,956,400
129,420 Equity Securities - Cardinal Health, Inc. 9,334,423 5,334,622
1,657,636 Stable Value Fund - Fidelity Managed Income
Portfolio Fund 1,657,636 1,657,636
Participant Notes Receivable - interest rate
9.25% - 10%, maturing 1996 through 2010 1,698,748 1,698,748
------------ -----------
TOTAL $ 67,708,541 $60,992,658
============ ===========
</TABLE>
-11-
<PAGE> 13
CARDINAL HEALTH, INC.
PROFIT SHARING AND RETIREMENT
SAVINGS PLAN
<TABLE>
<CAPTION>
SUPPLEMENTAL SCHEDULE - ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1996
- -------------------------------------------------------------------------------------------------------------------------
COST OF ASSET NET
PURCHASES (1) PROCEEDS (1) AT DATE OF SALE GAIN
<S> <C> <C> <C> <C>
SERIES OF REPORTABLE TRANSACTIONS:
Mutual Funds:
Fidelity Puritan Fund $ 3,935,350 $ 1,814,019 $ 1,663,319 $ 150,700
Fidelity Magellan Fund 12,233,416 4,878,701 4,315,186 563,515
Fidelity Retirement Government Money Market
Portfolio 3,603,431 4,350,040 4,350,040
Common Stock - Cardinal Health, Inc. 2,732,911 1,394,569 963,142 431,427
<FN>
(1) Purchase price and selling price are equal to current value at date of
transaction.
</TABLE>
-12-
<PAGE> 14
CARDINAL HEALTH, INC.
PROFIT SHARING AND RETIREMENT
SAVINGS PLAN
EXHIBIT INDEX
- --------------------------------------------------------------------------------
Page
Exhibit 23 - Independent Auditors' Consent 14
-13-
<PAGE> 1
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-42357 of Cardinal Health, Inc. on Form S-8 of our report dated November 19,
1996, appearing in this Annual Report on Form 11-K of Cardinal Health, Inc.
Profit Sharing and Retirement Savings Plan for the year ended June 30, 1996.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Columbus, Ohio
December 18, 1996
-14-
|
|