<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CARDINAL HEALTH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
OHIO 5122 31-0958666
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
5555 GLENDON COURT
DUBLIN, OHIO 43016
(614) 717-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
GEORGE H. BENNETT, JR., ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CARDINAL HEALTH, INC.
5555 GLENDON COURT
DUBLIN, OHIO 43016
(614) 717-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
WITH COPIES TO
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DAVID A. KATZ, ESQ. JOHN A. BICK, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ DAVIS POLK & WARDWELL
51 WEST 52ND STREET 450 LEXINGTON AVENUE
NEW YORK, NY 10019-6150 NEW YORK, NY 10017
(212) 403-1000 (212) 450-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of the Registration Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE(2)
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Common Shares, without par value 81,547,500 shares $68.67 $5,600,250,000 $1,556,870
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(1) Pursuant to Rule 457(f)(1) and 457(c) promulgated under the Securities Act
of 1933, as amended, and estimated solely for purposes of calculating the
registration fee, the proposed maximum aggregate offering price is
$5,600,250,000, which equals the average of the high and low prices of the
common stock, par value $1.00 per share ("Allegiance Common Stock"), of
Allegiance Corporation ("Allegiance"), of $42.75, as reported on the New
York Stock Exchange on December 8, 1998, multiplied by the total number of
shares of Allegiance Common Stock (including shares issuable pursuant to the
exercise of outstanding options to purchase Allegiance Common Stock or
otherwise in connection with the Merger) to be canceled in the merger (the
"Merger") of a subsidiary of Cardinal Health, Inc. ("Cardinal") with and
into Allegiance. The proposed maximum offering price per share is equal to
the proposed maximum aggregate offering price determined in the manner
described in the preceding sentence divided by the maximum number of
Cardinal common shares, without par value, that could be issued in the
Merger based on an exchange ratio of 0.6225.
(2) Of this amount, $917,585.46 was paid in connection with the filing by
Cardinal Health, Inc. on December 2, 1998 of preliminary proxy materials on
Schedule 14A in connection with the Merger, and the balance was paid upon
the filing of the Registration Statement on December 14, 1998.
------------------------
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, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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<PAGE> 2
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS.
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2.01 Agreement and Plan of Merger, dated as of October 8, 1998,
by and among the Registrant, Boxes Merger Corp., and
Allegiance Corporation.(1)
2.02 Stock Option Agreement, dated as of October 8, 1998, by and
between the Registrant and Allegiance Corporation.(2)
2.03 Voting/Support Agreement, dated as of October 8, 1998, by
and between the Registrant and Lester B. Knight.(2)
2.04 Voting/Support Agreement, dated as of October 8, 1998, by
and between the Registrant and Joseph F. Damico.(2)
2.05 Amendment to Rights Agreement, dated as of October 8, 1998,
by and between Allegiance Corporation and First Chicago
Trust Company of New York.(3)
2.06 Amendment to Change in Control Agreement, dated as of
October 8, 1998, by and among the Registrant, Allegiance
Corporation and Lester B. Knight.(1)
2.07 Amendment to Change in Control Agreement, dated as of
October 8, 1998, by and among the Registrant, Allegiance
Corporation and Joseph F. Damico.(1)
3.01 Amended and Restated Articles of Incorporation of the
Registrant, as amended.(4)
3.02 Restated Code of Regulations of the Registrant, as
amended.(4)
4.01 Specimen Certificate for the Registrant's Class A Common
Shares.(5)
5 Opinion of Wachtell, Lipton, Rosen & Katz as to the legality
of the shares being issued.(1)
8 Opinion of Davis Polk & Wardwell as to certain tax matters.
23.01 Consent of Deloitte & Touche LLP (Cardinal).(1)
23.02 Consent of PricewaterhouseCoopers LLP (Allegiance).(1)
23.03 Consent of Ernst & Young LLP (Cardinal).(1)
23.04 Consent of PricewaterhouseCoopers LLP (Cardinal).(1)
23.05 Consent of Arthur Andersen LLP (Cardinal).(1)
23.06 Consent of Wachtell, Lipton, Rosen & Katz (included in
Exhibit 5).
23.07 Consent of Davis Polk & Wardwell (included in Exhibit 8).
23.08 Consent of Credit Suisse First Boston Corporation.(1)
23.09 Consent of Morgan Stanley & Co. Incorporated.(1)
24 Power of Attorney.
99.01 Form of Proxy Card of the Registrant.(1)
99.02 Form of Proxy Card of Allegiance Corporation.(1)
</TABLE>
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(1) Previously filed.
(2) Included as an exhibit to the Registrant's Schedule 13D (Commission File No.
5-48909).
(3) Included as an exhibit to Amendment No. 1 to the Registration Statement on
Form 8-A/A filed October 9, 1998 of Allegiance Corporation.
(4) Included as an exhibit to the Registrant's 8-K filed November 24, 1998
(Commission File No. 0-12591).
(5) Included as an exhibit to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1997 and incorporated herein by reference.
(b) FINANCIAL STATEMENT SCHEDULES.
Schedule II -- Valuation and Qualifying Accounts (incorporated by reference
from the Registrant's Current Report on Form 8-K/A filed September 28,
1998).
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Amendment No. 1 to the Registration Statement on
Form S-4 and has duly caused this Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Dublin, State of Ohio, on the 14th day of December, 1998.
CARDINAL HEALTH, INC.
By: *
-----------------------------------
Robert D. Walter
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities indicated on the 14th day of December, 1998.
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SIGNATURE TITLE
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<S> <C>
* Chairman and Chief Executive Officer (principal
- ------------------------------------------------ executive officer) and Director
Robert D. Walter
* Vice President, Acting Chief Financial Officer,
- ------------------------------------------------ Controller and Principal Accounting Officer
Richard J. Miller
* Director
- ------------------------------------------------
Aleksander Erdeljan
* Director
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John F. Finn
* Director
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Robert L. Gerbig
* Director
- ------------------------------------------------
John F. Havens
* Director
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Regina E. Herzlinger
* Director
- ------------------------------------------------
John C. Kane
* Director
- ------------------------------------------------
J. Michael Losh
* Director
- ------------------------------------------------
George R. Manser
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<PAGE> 4
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SIGNATURE TITLE
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<S> <C>
* Director
- ------------------------------------------------
John B. McCoy
* Director
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Jerry E. Robertson
* Director
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L. Jack Van Fossen
* Director
- ------------------------------------------------
Melburn G. Whitmire
*By: /s/ George H. Bennett, Jr.
-------------------------------------------
George H. Bennett, Jr.
Attorney-in-Fact
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<PAGE> 5
EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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2.01 Agreement and Plan of Merger, dated as of October 8, 1998,
by and among the Registrant, Boxes Merger Corp., and
Allegiance Corporation.(1)
2.02 Stock Option Agreement, dated as of October 8, 1998, by and
between the Registrant and Allegiance Corporation.(2)
2.03 Voting/Support Agreement, dated as of October 8, 1998, by
and between the Registrant and Lester B. Knight.(2)
2.04 Voting/Support Agreement, dated as of October 8, 1998, by
and between the Registrant and Joseph F. Damico.(2)
2.05 Amendment to Rights Agreement, dated as of October 8, 1998,
by and between Allegiance Corporation and First Chicago
Trust Company of New York.(3)
2.06 Amendment to Change in Control Agreement, dated as of
October 8, 1998, by and among the Registrant, Allegiance
Corporation and Lester B. Knight.(1)
2.07 Amendment to Change in Control Agreement, dated as of
October 8, 1998, by and among the Registrant, Allegiance
Corporation and Joseph F. Damico.(1)
3.01 Amended and Restated Articles of Incorporation of the
Registrant, as amended.(4)
3.02 Restated Code of Regulations of the Registrant, as
amended.(4)
4.01 Specimen Certificate for the Registrant's Class A Common
Shares.(5)
5 Opinion of Wachtell, Lipton, Rosen & Katz as to the legality
of the shares being issued.(1)
8 Opinion of Davis Polk & Wardwell as to certain tax matters.
23.01 Consent of Deloitte & Touche LLP (Cardinal).(1)
23.02 Consent of PricewaterhouseCoopers LLP (Allegiance).(1)
23.03 Consent of Ernst & Young LLP (Cardinal).(1)
23.04 Consent of PricewaterhouseCoopers LLP (Cardinal).(1)
23.05 Consent of Arthur Andersen LLP (Cardinal).(1)
23.06 Consent of Wachtell, Lipton, Rosen & Katz (included in
Exhibit 5).
23.07 Consent of Davis Polk & Wardwell (included in Exhibit 8).
23.08 Consent of Credit Suisse First Boston Corporation.(1)
23.09 Consent of Morgan Stanley & Co. Incorporated.(1)
24 Power of Attorney.
99.01 Form of Proxy Card of the Registrant.(1)
99.02 Form of Proxy Card of Allegiance Corporation.(1)
</TABLE>
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(1) Previously filed.
(2) Included as an exhibit to the Registrant's Schedule 13D (Commission File No.
5-48909).
(3) Included as an exhibit to Amendment No. 1 to the Registration Statement on
Form 8-A/A filed October 9, 1998 of Allegiance Corporation.
(4) Included as an exhibit to the Registrant's 8-K filed November 24, 1998
(Commission File No. 0-12591).
(5) Included as an exhibit to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1997 and incorporated herein by reference.
<PAGE> 1
Exhibit 8
[DAVIS POLK & WARDWELL]
212-450-4000
December 14, 1998
Allegiance Corporation
1430 Waukegan Road
McGaw Park, Illinois 60005
Ladies and Gentlemen:
We have acted as counsel for Allegiance Corporation, a Delaware corporation
("ALLEGIANCE"), in connection with the merger (the "MERGER") of Boxers Merger
Corp., a Delaware corporation and a wholly-owned subsidiary of Cardinal Health,
Inc., an Ohio corporation ("CARDINAL"), with and into Allegiance pursuant to an
Agreement and Plan of Merger dated as of October 8, 1998 (the "AGREEMENT")(1),
among Allegiance, Cardinal and Boxes Merger Corp. Under the Agreement each
issued and outstanding share of Allegiance Common Stock(2) will be converted
into the right to receive 0.6225 of a Cardinal Common Share.
In that connection, you have requested, pursuant to Section 6.2(d) of the
Agreement, our opinion regarding certain federal income tax consequences of the
Merger. In providing our opinion, we have examined and relied upon the
Agreement, the Joint Proxy Statement/Prospectus dated December 14, 1998 (the
"Joint Proxy Statement/Prospectus"), and such other documents and corporate
records as we have deemed necessary or appropriate for purposes of our opinion.
In addition, we have (i) assumed that the Merger will be consummated in
accordance with the provisions of the
- ----------------------
(1)References contained in this opinion to the Agreement include each
document attached as an exhibit or annex.
(2)Capitalized terms used herein and not otherwise defined have the
meanings set forth in the Agreement.
<PAGE> 2
Allegiance Corporation 2 December 14, 1998
Agreement and (ii) relied on the representations made to us by Cardinal and
Allegiance in their respective letters to us dated December 14, 1998, which
were delivered to us for purposes of this opinion, and which are represented to
be true, correct and complete.
Based upon and subject to the foregoing, in our opinion the Merger will be
treated for federal income tax purposes as a reorganization within the meaning
of Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), Allegiance, Cardinal and Boxes Merger Corp. will each be a party to
that reorganization and, pursuant to Section 354 of the Code, no gain or loss
will be recognized by the stockholders of Allegiance upon their receipt of
Cardinal Common Shares in exchange for Allegiance Common Stock (except to the
extent that a stockholder receives cash in respect of fractional shares).
We are members of the Bar of the State of New York. The opinions expressed
herein are based upon existing statutory, regulatory and judicial authority,
any of which may be changed at any time with retroactive effect. In addition,
our opinions are based solely on the documents that we have examined, and the
statements contained in the letters from Cardinal and Allegiance referred to
above, which have been represented to be true, correct and complete as of the
dates thereof. Our opinions cannot be relied upon if any of the facts pertinent
to the federal income tax treatment of the Merger stated in such documents is,
or later becomes, inaccurate, or if any of the statements contained in the
letters from Cardinal or Allegiance referred to above are, or later become,
inaccurate or incomplete. Finally, our opinions are limited to the tax matters
specifically covered hereby, and we have not been asked to address, nor have we
addressed any other tax consequences of the Merger or any other transactions.
We are furnishing this opinion solely to you in connection with the
transactions contemplated by the Agreements, and it is not to be relied upon,
used, circulated, quoted, or otherwise referred to for any other purpose or by
any other party without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the captions "Certain
United States Federal Income Tax Consequences" and "Legal Matters" in the Joint
Proxy Statement/Prospectus. The issuance of such consent does not concede that
we are an "expert" for the purposes of the Securities Act of 1933.
Very truly yours,
/s/ Davis Polk & Wardwell
2
<PAGE> 1
EXHIBIT 24
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
Each of the undersigned officers and Directors of Cardinal
Health, Inc., an Ohio corporation (the "Company"), which proposes to file with
the Securities and Exchange Commission a Registration Statement on Form S-4 or
other appropriate form under the Securities Act of 1933, as amended, with
respect to the merger of Boxes Merger Corp. with and into Allegiance
Corporation, and the Common Shares of the Company issuable in connection
therewith, hereby constitutes and appoints Robert D. Walter, George H. Bennett,
Jr., and Brendan A. Ford and each of them, severally, as his/her
attorney-in-fact and agent, with full power of substitution and resubstitution,
in his/her name and on his/her behalf, to sign in any and all capacities such
Registration Statement and any and all amendments (including post-effective
amendments on Form S-4, Form S-8 or otherwise) and exhibits thereto, and any and
all applications and other documents relating thereto, with full power and
authority to perform and do any and all acts and things whatsoever which any
such attorney or substitute may deem necessary or advisable to be performed or
done in connection with any or all of the above-described matters, as fully as
each of the undersigned could do if personally present and acting, hereby
ratifying and approving all acts of any such attorney or substitute.
This Power of Attorney has been signed in the respective
capacities and on the respective dates indicated below.
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/s/ Robert D. Walter /s/ John C. Kane
- -------------------------------------- --------------------------------------
Robert D. Walter John C. Kane
Chairman, Chief Executive Officer and Director, December 11, 1998
Director, December 11, 1998
/s/ Richard J. Miller /s/ J. Michael Losh
- -------------------------------------- --------------------------------------
Richard J. Miller J. Michael Losh
Vice President, Acting Chief Financial Officer, Director, December 11, 1998
Controller and Principal Accounting Officer,
December 11, 1998
/s/ Aleksander Erdeljan /s/ George R. Manser
- -------------------------------------- --------------------------------------
Aleksander Erdeljan George R. Manser
Director, December 11, 1998 Director, December 11, 1998
/s/ John F. Finn /s/ John B. McCoy
- -------------------------------------- --------------------------------------
John F. Finn John B. McCoy
Director, December 11, 1998 Director, December 11, 1998
/s/ Robert L. Gerbig /s/ Jerry E. Robertson
- -------------------------------------- --------------------------------------
Robert L. Gerbig Jerry E. Robertson
Director, December 11, 1998 Director, December 11, 1998
/s/ John F. Havens /s/ L. Jack Van Fossen
- -------------------------------------- --------------------------------------
John F. Havens L. Jack Van Fossen
Director, December 11, 1998 Director, December 11, 1998
/s/ Regina E. Herzlinger /s/ Melburn G. Whitmire
- -------------------------------------- --------------------------------------
Regina E. Herzlinger Melburn G. Whitmire
Director, December 11, 1998 Director, December 11, 1998
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