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): July 28, 1998
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)
Registrant's telephone number, including area code (614) 717-5000
<PAGE>
ITEM 5. OTHER EVENTS.
On July 28, 1998, Cardinal Health, Inc., an Ohio corporation
("Cardinal"), issued a press release announcing the approval by the Cardinal
shareholders of the proposed merger of R.P. Scherer Corporation, a Delaware
corporation ("Scherer"), and GEL Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Cardinal, pursuant to which Scherer will become a
wholly owned subsidiary of Cardinal.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit 99.1 Press Release of Cardinal dated July 28, 1998.
<PAGE>
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: July 29, 1998 By: /s/ George H. Bennett, Jr.
George H. Bennett, Jr.
Executive Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Title
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99.1 Press Release of Cardinal dated July 28, 1998
[CARDINAL NEWS RELEASE
LOGO]
5555 GLENDON COURT
DUBLIN, OHIO 43016
(614) 717-5000
FOR IMMEDIATE RELEASE
TUESDAY, JULY 28, 1998
FOR ADDITIONAL INFORMATION, CONTACT:
Debra Dendahl Hadley
Director, Investor Relations
(614) 717-7481
CARDINAL HEALTH SHAREHOLDERS
APPROVE R.P. SCHERER MERGER
DUBLIN, OHIO, JULY 28, 1998 - At a special meeting held earlier today,
shareholders of Cardinal Health, Inc. (NYSE: CAH) overwhelmingly approved the
company's pending merger with R.P. Scherer Corporation (NYSE: SHR). Scherer
stockholders are scheduled to vote on the merger at a special meeting to be held
on August 6, 1998.
"Our relationship with R.P. Scherer has continued to develop very
positively since the announcement of our merger agreement," commented Robert D.
Walter. "We are extremely encouraged by the opportunities we see for our two
companies to work together."
Under the terms of the agreement, shareholders of Scherer will receive a
fixed exchange of .95 shares of Cardinal Health common stock for each share of
Scherer common stock upon satisfaction of certain conditions, including approval
by Scherer stockholders.
R.P. Scherer Corporation, an international developer and manufacturer of
drug delivery systems, is the world's largest producer of soft gelatin capsules
("softgels"). The company is currently developing and commercializing a variety
of advanced drug delivery systems. The company's proprietary drug delivery
systems improve the efficacy of drugs by regulating the dosage so as to ease
administration, increase absorption, enhance bioavailability and control the
time and place of release. The company operates a global network of 19
facilities in 12 countries.
--more--
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Cardinal Health/Shareholder Approval
Page 2
Cardinal Health, Inc., a Fortune 200 company based in Dublin, Ohio, is one
of the country's leading healthcare service companies. Cardinal provides
innovative, cost-effective pharmaceutical services that improve the medication
use process to a broad base of customers nationwide. These services include
pharmaceutical distribution, hospital pharmacy management, automated dispensing
system manufacturing, pharmaceutical packaging, retail pharmacy franchising, and
clinical information systems development. The common stock of Cardinal Health,
Inc. is a component of the Standard & Poor's 500 Index.
Some of the information included in this press release includes
"forward-looking statements" which are subject to uncertainties which could
cause actual results to differ materially from those projected or implied. The
most significant of such uncertainties are described in Cardinal's Form 10-K,
10-Q, and 8-K Reports and exhibits to those Reports filed with the Securities
and Exchange Commission.
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