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): May 17, 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
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ITEM 5. OTHER EVENTS.
On May 17, 1998, Cardinal Health, Inc., an Ohio corporation
("Cardinal"), R.P. Scherer Corporation, a Delaware corporation ("Scherer"), and
GEL Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Cardinal ("GEL"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"). Pursuant to and subject to the terms and conditions contained in
the Merger Agreement, GEL will merge (the "Merger") with and into Scherer, and
Scherer will become a wholly owned subsidiary of Cardinal. In the Merger, each
outstanding share of Scherer's common stock will be converted into 0.95 of one
common share of Cardinal (based upon a fixed exchange ratio), resulting in the
issuance of approximately 23 million Cardinal common shares (taking into account
outstanding Scherer stock options and related option exercise prices).
Outstanding options to purchase Scherer common stock will become options to
purchase Cardinal common shares with adjustments to reflect the exchange ratio.
The Merger Agreement provides that, upon or immediately following consummation
of the Merger, Aleksandar Erdeljan, Chairman and Chief Executive Officer of
Scherer, will be appointed a director of Cardinal.
The Merger is intended to qualify as a tax-free reorganization and to
be accounted for as a pooling-of-interests. Consummation of the Merger is
subject to customary conditions including, among others, the receipt of
regulatory and shareholder approvals.
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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: May 20, 1998 By:/s/ George H. Bennett, Jr.
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George H. Bennett, Jr.
Executive Vice President,
General Counsel and
Secretary
