SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 7, 1998
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CARDINAL HEALTH, INC.
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(Exact Name of Registrant as Specified in Charter)
OHIO 0-12591 31-0958666
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(State Or Other (Commission (IRS Employer
Jurisdiction Of File Number) Identification No.)
Incorporation)
5555 GLENDON COURT, DUBLIN, OHIO 43016
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (614) 717-5000
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ITEM 5. OTHER EVENTS.
On August 7, 1998, Cardinal Health, Inc., an Ohio corporation
("Cardinal"), and Bergen Brunswig Corporation, a New Jersey corporation
("Bergen"), mutually terminated the Agreement and Plan of Merger, dated as of
August 23, 1997, by and among Cardinal, Bruin Merger Corp., a New Jersey
corporation and a wholly owned subsidiary of Cardinal ("Bruin"), and Bergen, as
amended by the First Amendment, dated as of March 16, 1998, by and among
Cardinal, Bruin and Bergen (collectively, the "Merger Agreement"). The Merger
Agreement was terminated following the decision rendered on July 31, 1998 by the
United States District Court for the District of Columbia granting the Federal
Trade Commission's request to halt the proposed merger transaction between
Cardinal and Bergen.
On August 7, 1998, Cardinal completed the previously announced
merger (the "Scherer Merger") of R.P. Scherer Corporation, a Delaware
corporation ("Scherer"), and GEL Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Cardinal ("GEL"), resulting in Scherer becoming a
wholly owned subsidiary of Cardinal. Pursuant to the Agreement and Plan of
Merger, dated as of May 17, 1998, among Cardinal, GEL and Scherer (the "Scherer
Merger Agreement"), each outstanding share of Scherer common stock was converted
into 0.95 Cardinal common shares in the Scherer Merger. Pursuant to the terms of
the Scherer Merger Agreement, approximately 25.2 million Cardinal common shares
will be issued in the Scherer Merger in exchange for Scherer common stock and
outstanding options to purchase Scherer common stock.
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SIGNATURES
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.
Date: August 10, 1998 By:/s/ David Bearman
David Bearman
Executive Vice President and
Chief Financial Officer
