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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): February 3, 1999
Cardinal Health, Inc.
(Exact Name of Registrant as Specified in Charter)
Ohio 0-12591 31-0958666
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
5555 Glendon Court
Dublin, Ohio 43016
(Address of Principal Executive Offices) (Zip Code)
(614) 717-5000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On February 3, 1999, Cardinal Health, Inc., an Ohio corporation ("Cardinal"),
completed the previously announced merger (the "Merger") of Allegiance
Corporation, a Delaware corporation ("Allegiance"), and Boxes Merger Corp., a
Delaware corporation and a wholly owned subsidiary of Cardinal ("Merger Sub"),
resulting in Allegiance becoming a wholly owned subsidiary of Cardinal. Pursuant
to the Agreement and Plan of Merger, dated as of October 8, 1998, by and among
Cardinal, Boxes and Allegiance, each outstanding share of Allegiance common
stock, par value $1.00 per share ("Allegiance Common Stock"), was converted into
0.6225 Cardinal common shares, no par value ("Cardinal Common Shares"), in the
Merger. In connection with the Merger, Cardinal will issue approximately 74
million Cardinal Common Shares (taking into account outstanding Allegiance stock
options and related option exercise prices, or approximately 80.9 million
Cardinal Common Shares assuming the exercise of all outstanding Allegiance stock
options without taking into account the exercise price).
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SIGNATURE
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.
Dated: February 4, 1999 By: /s/ Steven Alan Bennett
Steven Alan Bennett
Executive Vice President,
General Counsel and Secretary
