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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): January 21, 1999
Cardinal Health, Inc.
(Exact Name of Registrant as Specified in Charter)
Ohio 0-12591 31-0958666
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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 January 21, 1999, Cardinal Health, Inc., an Ohio corporation
("Cardinal"), and Allegiance Corporation, a Delaware corporation ("Allegiance"),
issued a joint press release announcing the approval by the Cardinal
shareholders and the Allegiance stockholders of the Agreement and Plan of
Merger, dated as of October 8, 1998, by and among Cardinal, Boxes Merger Corp.,
a Delaware corporation and a wholly owned subsidiary of Cardinal ("Merger Sub"),
and Allegiance, pursuant to which, among other matters, Merger Sub will be
merged with and into Allegiance and Allegiance will become a wholly owned
subsidiary of Cardinal.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit 99.1 Joint Press Release of Cardinal and Allegiance dated January 21,
1999.
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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: January 21, 1999 By: /s/ Steven Alan Bennett
Steven Alan Bennett
Executive Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Title
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99.1 Joint Press Release of Cardinal and Allegiance dated January 21,
1999
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News Release
CARDINAL
HEALTH, INC.
5555 Glendon Court
Dublin, Ohio 43016
(614) 717-5000
FOR IMMEDIATE RELEASE
CONTACTS:
CARDINAL HEALTH, INC.
Debra Dendahl Hadley -- Investors Jodie Klein -- Media
(614) 717-7481 (614) 717-5229
ALLEGIANCE CORPORATION
Geoffrey D. Fenton -- Media Jessica M. Fisher -- Investors
(847) 578-4432 (847) 578-4405
CARDINAL HEALTH AND ALLEGIANCE
SHAREHOLDERS APPROVE MERGER
COMPANIES ANTICIPATE MERGER WILL CLOSE IN EARLY FEBRUARY
DUBLIN, OHIO AND MCGAW PARK, ILLINOIS, JANUARY 21, 1999 -- At special meetings
held earlier today, shareholders of Cardinal Health, Inc. (NYSE: CAH) and
Allegiance Corporation (NYSE: AEH) overwhelmingly approved the companies'
proposed merger transaction. The companies also announced that they expect to
complete their merger during the first week of February, having satisfactorily
resolved a potential non-compete issue between Allegiance and MedManagement,
LLC, which could have delayed the merger's closing until late April.
This merger will combine two progressive healthcare firms with similar
strategies to create a rapidly growing, $21 billion healthcare products and
services company with more than 36,000 employees and over 100 distribution
facilities and manufacturing plants on six continents.
Upon completion of the transaction, Cardinal Health's range of healthcare
products and services will be unparalleled. The company will provide its
customers with an extensive offering of pharmaceutical, medical, surgical and
laboratory supplies delivered efficiently and dependably. Additionally, Cardinal
will offer a broad range of innovative, integrated services designed to assist
its customers to enhance the quality and efficiency of healthcare delivery.
-- more --
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Cardinal Health/Allegiance Merger
Page 2
"Our objective is to provide standard-setting service to our partners in
healthcare," stated Robert D. Walter, chairman and chief executive officer of
Cardinal Health, Inc. "This combination with Allegiance will enable Cardinal to
offer hospital, health system and non-acute care providers the broadest range of
healthcare manufacturing, distribution, automation and consulting products and
services available anywhere."
"We are at the threshold of a unique period in our companies' histories that
will give Cardinal and Allegiance new meaning in healthcare, new influence and
many new opportunities for growth," said Lester B. Knight, Allegiance's chairman
and chief executive officer. "We plan to succeed and grow by continuing to
dedicate ourselves to anticipating and meeting customers' needs in this vital
industry -- and by being the best in our field."
Terms of the transaction call for Allegiance shareholders to receive a fixed
exchange of 0.6225 Cardinal Health common shares (which reflects Cardinal's
three-for-two stock split issued in October) for each share of Allegiance common
stock owned. The combination has been structured as a tax-free transaction and
is expected to be accounted for as a pooling of interests.
The companies also confirmed the management structure for the combined company
and announced expanded responsibilities for Mr. Knight. Following completion of
the merger, he will serve as vice-chairman and a member of the board of
directors of Cardinal Health reporting to Mr. Walter. Mr. Knight will have
responsibility for a number of corporate functions including: finance, business
development, information systems, human resources, corporate account management,
and investor relations. Mr. Knight joins Cardinal's senior management after more
than 17 years in leadership roles at Allegiance and Baxter International. As
previously announced, Joseph F. Damico, currently president and chief operating
officer of Allegiance, will serve as group president of Cardinal Health
responsible for Allegiance reporting to John C. Kane, Cardinal's president and
chief operating officer. Similar to Mr. Knight, Mr. Damico has more than 19
years of experience in leadership roles at Allegiance and Baxter International.
Through its operating subsidiaries, Allegiance Corporation is America's leading
provider of healthcare products and cost-management services needed by
hospitals, laboratories, and others in healthcare. The company manufactures many
of the products it markets, while others come from leading health and medical
companies around the world. Allegiance also provides a range of integrated
services such as clinical and productivity consulting, procedure-based supply
packaging, just-in-time delivery, and other services to help medical
professionals control costs and improve quality in patient care. Additional
information about Allegiance is available on the Internet at www.allegiance.net.
-- more --
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Cardinal Health/Allegiance Merger
Page 3
Cardinal Health, Inc., a Fortune 200 corporation 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 (Cardinal Distribution and National Specialty
Services, Inc.), hospital pharmacy management (Owen Healthcare, Inc.), automated
dispensing systems manufacturing (Pyxis Corporation), drug delivery systems
development (R.P. Scherer Corporation), pharmaceutical packaging and repackaging
(PCI Services, Inc. and National PharmPak Services, Inc.), retail pharmacy
franchising (Medicine Shoppe International, Inc.), and healthcare information
systems development (Cardinal Information Corporation). The common stock of
Cardinal Health, Inc. is a component of the Standard & Poor's 500 Index.
Except for historical information, all other information provided in this news
release consists of "forward-looking" statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to risks and uncertainties which could cause actual
results to differ materially from those projected, anticipated, or implied. The
most significant of such uncertainties are described in Cardinal's Form 8-K,
Form 10-K, and Form 10-Q Reports and exhibits to those Reports, Cardinal's
Registration Statement on Form S-4 (including all amendments thereto), and in
Allegiance's forms and exhibits filed with the Securities and Exchange
Commission. These include (but are not limited to) the costs and difficulties
related to the integration of acquired businesses, the loss of one or more key
customer or supplier relationships, and changes in the distribution outsourcing
pattern for healthcare products and services.
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