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As filed with the Securities and Exchange Commission on September 22, 2000
Registration No. 333-_____
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------------
CARDINAL HEALTH, INC.
(Exact name of registrant as specified in its charter)
Ohio 31-0958666
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7000 Cardinal Place, Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
---------------
Steven Alan Bennett
Executive Vice President, Chief Legal Officer and Secretary
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
(Name and address of agent for service)
(614) 757-5000
(Telephone number, including area code, of agent for service)
----------------
It is respectfully requested that the Commission send copies of all notices,
orders and communications to:
Amy B. Haynes
Assistant General Counsel,
Practice Group Head
Securities & Corporate Governance
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
-------------------------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
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If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please 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(c) 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================== ============== ================== ================
Proposed maximum
Title of each class of Amount to be aggregate offering Amount of
securities to registered registered price registration fee
(1) (1) (3) (1) (2)
------------------------ -------------- ------------------ ----------------
<S> <C> <C> <C>
Common Shares,
without par value
Debt Securities
Total.................. $1,000,000,000 $1,000,000,000 $198,000
======================== ============== ================== ================
</TABLE>
(1) There are being registered hereunder such presently indeterminate number or
principal amount of Cardinal Health, Inc., common shares and debt securities, as
may from time to time be issued at indeterminate prices.
(2) Pursuant to Rule 429 of the Securities Act of 1933, as amended, the
prospectus contained herein also relates to $250,000,000 of the debt securities
of the registrant contained in the registration statement on Form S-3 (File No.
333-24483) which amount is being carried forward in this Registration Statement.
The filing fee associated with the securities carried forward and previously
paid with the earlier registration statement is $75,757.
(3) Plus such additional amount as may be necessary that, if any debt securities
are issued with an original issue discount, the aggregate initial offering price
will equal $1,000,000,000.
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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 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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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER 22, 2000
CARDINAL HEALTH, INC.
[LOGO]
COMMON SHARES
AND
DEBT SECURITIES
OFFERING PRICE: $1,000,000,000
We may offer, from time to time:
(i) common shares, and
(ii) unsecured debt securities.
For each type of securities listed above, the amount, price and terms will be
determined at or prior to the time of sale.
We will provide the specific terms of these securities in an accompanying
prospectus supplement or supplements. You should read this prospectus and the
accompanying prospectus supplement or supplements carefully before you invest.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
This prospectus may not be used to consummate sales of any of these securities
unless accompanied by a prospectus supplement.
The date of this prospectus is September _______, 2000
<PAGE> 5
TABLE OF CONTENTS
PAGE
WHERE YOU CAN FIND MORE INFORMATION AND
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...................... 3
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS........................................... 4
THE COMPANY............................................................... 6
DESCRIPTION OF COMMON SHARES.............................................. 7
DESCRIPTION OF DEBT SECURITIES............................................ 9
LEGAL OPINIONS............................................................ 22
EXPERTS................................................................... 23
PLAN OF DISTRIBUTION...................................................... 23
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission ("SEC") using a "shelf" registration process.
Under this shelf process, we may sell any combination of our debt securities and
our common shares in one or more offerings up to a total dollar amount of
$1,000,000,000. This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and the applicable prospectus supplement together with additional information
described under the heading "Where You Can Find More Information."
Unless otherwise indicated or unless the context requires otherwise, all
references in this prospectus to "we," "us," "our" or the "Company" mean
Cardinal Health, Inc. and its consolidated subsidiaries, and references to
"Cardinal" refer to Cardinal Health, Inc. excluding its consolidated
subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION AND
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are also available over the Internet
at the SEC's web site at http://www.sec.gov. You may also read and copy any
document we file at the SEC's public reference room at 450 Fifth Street N.W.,
Room 1024, Washington, D.C. 20549, and in New York, New York, and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for more information on the
public reference rooms and their copy charges. You may also inspect our SEC
reports and other information at the New York Stock Exchange, 20 Broad Street,
New York, New York 10005.
This prospectus is part of a registration statement that we have filed with the
SEC. The SEC allows us to "incorporate by reference" the information we file
with it. This means that we are disclosing important information to you by
referring to other documents filed separately with the SEC. The information
incorporated by reference is an important part of this prospectus and
information that we file later with the SEC will automatically update and
supercede this information. We incorporate by reference the documents listed
below which we have previously filed with the SEC and any future filings we make
with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this prospectus until we sell all of the securities covered by
this prospectus.
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<TABLE>
<CAPTION>
SEC FILINGS PERIOD/DATE
------------------------------------------------ ------------------------------------
<S> <C>
-- Our Annual Report on Form 10-K............... Fiscal Year ended June, 30, 2000
-- The description of our common shares
contained in our Registration Statement
on Form 8-A................................ Filed August 19, 1994 (including any
future updates filed with the SEC).
</TABLE>
You may request a copy of these filings at no cost, by writing or telephoning us
at the following address:
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
(614) 757-5000
Director - Investor Relations
You should rely only on the information contained or incorporated by reference
in this prospectus and accompanying prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. The information in this prospectus is current only as of the date of
this prospectus.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
"safe harbor" for "forward-looking statements" (as defined in the Act). This
prospectus and the documents incorporated by reference into this prospectus may
include forward-looking statements which reflect our current view (as of the
date the forward-looking statement is first made) with respect to future events,
prospects, projections or financial performance. These forward-looking
statements are subject to certain uncertainties and other factors that could
cause actual results to differ materially from those made, implied or projected
in such statements. These uncertainties and other factors include, but are not
limited to:
o uncertainties relating to general economic conditions;
o the loss of one or more key customer or supplier relationships, such as
pharmaceutical and medical-surgical manufacturers for which alternative
supplies may not be available;
o challenges associated with integrating our information systems with those of
our customers;
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o potential liabilities associated with warranties of our information systems,
and the malfunction or failure of our information systems or those of third
parties with whom we do business, such as malfunctions or failures associated
with date-related issues and disruption to internet-related operations;
o the costs and difficulties related to the integration of recently acquired
businesses;
o changes to the presentation of financial results and position resulting from
adoption of new accounting principles or upon the advice of our independent
auditors or the staff of the SEC;
o changes in the distribution or outsourcing pattern for pharmaceutical and
medical-surgical products and services, including an increase in direct
distribution or a decrease in contract packaging by pharmaceutical
manufacturers;
o changes in government regulations or our failure to comply with those
regulations;
o the costs and other effects of legal and administrative proceedings;
o injury to person or property resulting from our manufacturing, packaging,
repackaging, drug delivery system development and manufacturing, information
systems, or pharmacy management services;
o competitive factors in our healthcare service businesses, including pricing
pressures;
o unforeseen changes in our existing agency and distribution arrangements;
o the continued financial viability and success of our customers, suppliers, and
franchisees;
o difficulties encountered by our competitors, whether or not we face the same
or similar issues;
o technological developments and products offered by competitors;
o failure to retain or continue to attract senior management or key personnel;
o risks associated with international operations, including fluctuations in
currency exchange ratios and implementation of the Euro currency;
o costs associated with protecting our trade secrets and enforcing our patent,
copyright and trademark rights, and successful challenges to the validity of
our patents, copyrights or trademarks;
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o difficulties or delays in the development, production, manufacturing, and
marketing of new products and services;
o strikes or other labor disruptions;
o labor and employee benefit costs;
o pharmaceutical and medical-surgical manufacturers' pricing policies and
overall drug price inflation; and
o changes in hospital buying groups or hospital buying practices.
The words "believe", "expect", "anticipate", "project", and similar expressions
identify "forward-looking statements", which speak only as of the date the
statement was made. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
THE COMPANY
We are one of the nation's leading diversified healthcare services companies. We
provide a broad array of complementary products and services to healthcare
providers and manufacturers to help them improve the efficiency and quality of
healthcare, through four segments. These segments are:
- Pharmaceutical Distribution and Provider Services which involves the
distribution of a broad line of pharmaceuticals, healthcare and
beautycare products, therapeutic plasma and other specialty
pharmaceutical products and other items typically sold by hospitals,
retail drug stores and other healthcare providers, in addition to
providing services to the healthcare industry through integrated
pharmacy management, temporary pharmacy staffing, as well as
franchising of apothecary-style retail pharmacies;
- Medical-Surgical Products and Services which involves the manufacture
of medical, surgical and laboratory products and the distribution of
these products to hospitals, physician offices, surgery centers and
other healthcare providers;
- Pharmaceutical Technologies and Services which provides services to
the healthcare manufacturing industry through the design of unique
drug delivery systems, liquid fill contract manufacturing,
comprehensive packaging services and reimbursement services; and
- Automation and Information Services which provides services to
hospitals and other healthcare providers through pharmacy automation
equipment and clinical information system services.
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Our principal executive offices are located at 7000 Cardinal Place, Dublin, Ohio
43017, and our telephone number is (614) 757-5000.
USE OF PROCEEDS
Except as we may describe otherwise in a prospectus supplement, we will use the
proceeds from the sale of the securities offered by this prospectus for general
corporate purposes, which may include working capital, capital expenditures,
repayment or refinancing of indebtedness, acquisitions, and investments.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for each of the fiscal years ended June
30, 1996 through 2000 are as follows:
<TABLE>
<CAPTION>
June 30, June 30, June 30, June 30, June 30,
1996 1997 1998 1999 2000
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
============== ============== ============== ============== ==============
Ratio of Earnings to Fixed Charges (0.7) 5.3 6.7 6.9 7.9
</TABLE>
DESCRIPTION OF COMMON SHARES
The following is a summary of certain rights of the holders of our common
shares. Reference is made to Cardinal's Amended and Restated Articles of
Incorporation, as amended (the "Articles"), and Cardinal's Restated Code of
Regulations, as amended (the "Regulations"), copies of which are filed as
exhibits to the Registration Statement of which this prospectus is a part and is
incorporated into this prospectus by reference. See "Where You Can Find More
Information" on page ___ of this prospectus for information on how to obtain a
copy of the Articles or Regulations.
Cardinal's Articles authorize us to issue up to 500,000,000 common shares. On
September 8, 2000, 278,179,407 common shares were issued and outstanding,
approximately 7,304,200 were held
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in treasury, approximately 53,793,100 were reserved for issuance under stock
incentive and deferred compensation plans and approximately 4,200,000 were
reserved for issuance under an equity shelf registration statement. The Articles
also authorize us to issue up to 5,000,000 Class B common shares, none of which
is outstanding, and 500,000 non-voting preferred shares, none of which is
outstanding.
From time to time, Cardinal may issue additional authorized but unissued common
shares for share dividends, stock splits, employee benefit programs, financing
and acquisition transactions, and other general purposes. Those common shares
will be available for issuance without action by Cardinal's shareholders, unless
such action is required by applicable law or the rules of the New York Stock
Exchange or any other stock exchange on which common shares may be listed in the
future.
All of the outstanding common shares are fully paid and nonassessable. Holders
of the common shares do not have preemptive rights and have no rights to convert
their common shares into any other security. All common shares are entitled to
participate equally and ratably in dividends, when and as declared by the board
of directors. Holders of the common shares are entitled to one vote per share
for the election of directors and upon all matters on which shareholders are
entitled to vote. Holders of Class B common shares (if any are issued in the
future) are entitled to one-fifth of one vote per share in the election of
directors and upon all matters on which shareholders are entitled to vote. Under
certain circumstances, holders of Class B common shares have a separate class
vote. Under Ohio law, Cardinal shareholders are afforded the right to vote their
common shares cumulatively for the election of nominees to fill the particular
class of directors to be elected at each annual meeting, subject to compliance
with certain procedural requirements.
Cardinal's board of directors currently consists of fourteen members, divided
into two classes of five members each and a third class of four members. The
Regulations provide that the number of directors may be increased or decreased
by action of the board of directors upon the majority vote of the board, but in
no case may the number of directors be fewer than nine or more than fourteen
without an amendment approved by the affirmative vote of the holders of not less
than 75% of the shares having voting power with respect to that proposed
amendment. The Regulations require that any proposal to either remove a director
during his term of office or to further amend the Regulations relating to the
classification or removal of directors be approved by the affirmative vote of
the holders of not less than 75% of the shares having voting power with respect
to such proposal. The board of directors may fill any vacancy with a person who
shall serve until the shareholders hold an election to fill the vacancy. The
purpose of these provisions is to prevent directors from being removed from
office prior to the expiration of their respective terms, thus protecting the
safeguards inherent in the classified board structure unless dissatisfaction
with the performance of one or more directors is widely shared by Cardinal's
shareholders. These provisions could also have the effect of increasing from one
year to two or three years (depending upon the number of common shares held) the
amount of time required for an acquiror to obtain control of Cardinal by
electing a majority of the board of directors and may also make the removal of
incumbent
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management more difficult and discourage or render more difficult certain
mergers, tender offers, proxy contests, or other potential takeover proposals.
CERTAIN ANTI-TAKEOVER PROVISIONS OF OHIO LAW
Chapter 1704 of the Ohio Revised Code (the "Ohio Law") provides generally that
any person who acquires 10% or more of a corporation's voting stock (thereby
becoming an "interested shareholder") may not engage in a wide range of
"business combinations" with the corporation for a period of three years
following the date the person became an interested shareholder, unless the
directors of the corporation have approved the transactions or the interested
shareholder's acquisition of shares of the corporation prior to the date the
interested shareholder became a shareholder of the corporation. These
restrictions on interested shareholders do not apply under certain
circumstances, including, but not limited to, the following: (i) if the
corporation's original articles of incorporation contain a provision expressly
electing not to be governed by Chapter 1704 of the Ohio Law; (ii) if the
corporation, by action of its shareholders, adopts an amendment to its articles
of incorporation expressly electing not to be governed by such section; or (iii)
if, on the date the interested shareholder became a shareholder of the
corporation, the corporation did not have a class of voting shares registered or
traded on a national securities exchange. The Cardinal articles do not contain a
provision electing not to be governed by Chapter 1704.
Under Section 1701.831 of the Ohio Law, unless the articles of incorporation or
regulations of a corporation otherwise provide, any "control share acquisition"
of an "issuing public corporation" can be made only with the prior approval of
the corporation's shareholders. A "control share acquisition" is defined as any
acquisition of shares of a corporation that, when added to all other shares of
that corporation owned by the acquiring person, would enable that person to
exercise levels of voting power in any of the following ranges: at least 20% but
less than 33 1/3%, at least 33 1/3% but less than 50%, or 50% or more. Cardinal
falls within the definition of issuing public corporation, but its regulations
expressly provide that the provisions of Section 1701.831 of the Ohio Law do not
apply to us.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the common shares is EquiServe Trust
Company, Jersey City, New Jersey.
DESCRIPTION OF DEBT SECURITIES
The debt securities offered by this prospectus will be unsecured obligations of
Cardinal and will be issued under an indenture dated as of April 18, 1997,
between Cardinal and Bank One, N.A. (formerly known as, Bank One, Columbus,
N.A.), as trustee.
The following briefly summarizes the material provisions of the indenture and
the debt securities. You should read the more detailed provisions of the
indenture, including the defined
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terms, because they, and not this description, define the rights of holders of
debt securities. You should also read the particular terms of the debt
securities, which will be described in more detail in the applicable prospectus
supplement. See "Where You Can Find More Information" for information on how to
obtain copies of the indenture. The indenture has been incorporated by reference
as an exhibit to this registration statement of which this prospectus is a part.
GENERAL
The indenture provides that the debt securities may be issued from time to time
in one or more series. The indenture does not limit the amount of debt
securities or any other debt we may incur except as provided below under
"Limitations on Subsidiary Debt." Unless otherwise specified in a prospectus
supplement, a default in our obligations with respect to any other indebtedness
will not constitute a default or an event of default with respect to the debt
securities. The indenture does not contain any covenants or provisions that
afford holders of debt securities protection in the event of a highly leveraged
transaction. The debt securities will be unsecured and will rank on a parity
with all of our other unsecured and unsubordinated indebtedness.
We conduct nearly all of our operations through subsidiaries and we expect that
we will continue to do so. As a result, the right of Cardinal to participate as
a shareholder in any distribution of assets of any subsidiary upon its
liquidation or reorganization or otherwise and the ability of holders of debt
securities to benefit as creditors of Cardinal from any distribution are subject
to the prior claims of creditors of the subsidiary. As of June 30, 2000,
Cardinal had outstanding approximately $959.0 million of indebtedness for
borrowed money with which the debt securities would rank equally. In addition,
as of such date, Cardinal's subsidiaries had outstanding approximately $555.2
million of indebtedness for borrowed money. On a consolidated basis, the Company
had approximately $3.0 billion of trade payables as of June 30, 2000, to which
the debt securities would be effectively subordinated.
The prospectus supplement relating to any series of debt securities will
describe the following terms, where applicable:
- the designation, aggregate principal amount and purchase price;
- the date or dates on which principal is payable;
- the interest rate or the method of computing the interest rate;
- the interest payment date and any related record dates;
- any redemption, repayment or sinking fund provisions; and
- any other specific terms of the debt securities.
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Unless otherwise specified in a prospectus supplement, principal and premium, if
any, will be payable, and the debt securities will be transferable and
exchangeable without service charge, at the office of the trustee. Interest on
any series of debt securities will be payable on the interest payment dates to
the persons in whose names the debt securities are registered at the close of
business on the related record dates, and, unless other arrangements are made,
will be paid by checks mailed to such persons.
Debt securities may be issued as discounted debt securities (bearing no interest
or interest at a rate which at the time of issuance is below market rates) and
sold at a discount which may be substantially below their stated principal
amount ("Original Issue Discount Securities"). The applicable prospectus
supplement will describe the Federal income tax consequences and other special
considerations applicable to any Original Issue Discount Securities.
DEFINITIONS
The definitions set forth below is a description of the terms that are defined
in the indenture and used in this prospectus. The complete definitions are set
forth in the indenture.
"Attributable Debt" means in connection with a sale and lease-back transaction
the lesser of:
- the fair value of the assets subject to the transaction; or
- the aggregate of present values (discounted at a rate per annum equal to
the weighted average Yield to Maturity of the debt securities of all
series then outstanding and compounded semiannually) of our obligations
for rental payments during the remaining term of all leases.
"Consolidated Net Tangible Assets" means the aggregate amount of assets after
deducting therefrom:
- all current liabilities (excluding any thereof constituting Funded
Indebtedness by reason of being renewable or extendable); and
- all goodwill, trade names, trademarks, patents, unamortized debt discount
and expense and other like intangibles, all as set forth on our most
recent balance sheet and computed in accordance with generally accepted
accounting principles.
"Consolidated Subsidiary" means any Subsidiary substantially all the property of
which is located, and substantially all the operations of which are conducted,
in the United States of America whose financial statements are consolidated with
those of Cardinal in accordance with generally accepted accounting principles
practiced in the United States of America.
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"Exempted Debt" means the sum of the following as of the date of determination:
- our indebtedness incurred after the date of the indenture and secured by
liens not permitted by the limitation on liens provisions of the
indenture; and
- our Attributable Debt in respect of every sale and lease-back transaction
entered into after the date of the indenture, other than leases permitted
by the limitation on sale and lease-back provisions of the indenture.
"Financing Subsidiary" means any Subsidiary, including its Subsidiaries, engaged
in one or more of the following activities:
- the business of making loans or advances, extending credit or providing
financial accommodations (including leasing new or used products) to
others;
- the business of purchasing notes, accounts receivable (whether or not
payable in installments), conditional sale contracts or other obligations
of others originating in sales at wholesale or retail; or
- any other business as may be reasonably incidental to those described
herein, including the ownership and use of property in connection with
it.
"Funded Indebtedness" means all Indebtedness having a maturity of more than 12
months from the date as of which the amount of Indebtedness is to be determined
or having a maturity of less than 12 months but by its terms being renewable or
extendable beyond 12 months from such date at the option of the borrower.
"Indebtedness" means all items classified as indebtedness on our most recently
available balance sheet in accordance with generally accepted accounting
principles.
"Original Issue Discount Security" means any Debt Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration thereof following an event of default.
"Rate Hedging Obligations" means any and all obligations of anyone arising
under:
- any and all agreements, devices or arrangements designed to protect at
least one of the parties thereto from the fluctuations of interest rates,
exchange rates or forward rates applicable to such party's assets,
liabilities or exchange transactions; and
- any and all cancellations, buybacks, reversals, terminations or
assignments of the same.
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"Restricted Subsidiary" means a "significant subsidiary" as defined in Article
1, Rule 1-02 of Regulation S-X, promulgated under the Securities Act and as
amended from time to time.
"Senior Funded Indebtedness" means any of our Funded Indebtedness that is not
subordinated in right of payment to any of our other Indebtedness.
"Subsidiary" means any corporation of which at least a majority of the
outstanding stock having voting power (under ordinary circumstances) to elect a
majority of the board of directors of that corporation is at the time owned by
Cardinal or by Cardinal and one or more Subsidiaries or by one or more
Subsidiaries.
"Yield to Maturity" means the yield to maturity on a series of debt securities,
calculated at the time of issuance of such series, or, if applicable, at the
most recent redetermination of interest on such series, and calculated in
accordance with accepted financial practice.
CERTAIN COVENANTS
The following is a summary of the material covenants contained in the indenture.
Limitation on Liens.
So long as any of the debt securities remain outstanding, Cardinal will not, and
it will not permit any Consolidated Subsidiary to, create or assume any
Indebtedness for borrowed money which is secured by a mortgage, pledge, security
interest or lien ("liens") of or upon any assets, of Cardinal or any
Consolidated Subsidiary, whether now owned or hereafter acquired, without
equally and ratably securing the debt securities by a lien ranking ratably with
and equal to such secured Indebtedness. The foregoing restriction does not apply
to:
(a) liens existing on the date of the indenture;
(b) liens on assets of any corporation existing at the time it becomes
a Consolidated Subsidiary;
(c) liens on assets existing at the time we acquire them, or to secure
the payment of the purchase price for them, or to secure
Indebtedness incurred or guaranteed by Cardinal or a Consolidated
Subsidiary for the purpose of financing the purchase price of
assets or improvements to or construction of them, which
Indebtedness is incurred or guaranteed prior to, at the time of, or
within 360 days after the acquisition (or in the case of real
property, completion of such improvement or construction or
commencement of full operation of the property, whichever is
later);
(d) liens securing Indebtedness owing by any Consolidated Subsidiary to
Cardinal or another wholly owned domestic Subsidiary;
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(e) liens on any assets of a corporation existing at the time the
corporation is merged into or consolidated with Cardinal or a
Subsidiary or at the time of a purchase, lease or other acquisition
of the assets of a corporation or firm as an entirety or
substantially as an entirety by Cardinal or a Subsidiary;
(f) liens on any assets of Cardinal or a Consolidated Subsidiary in
favor of the United States of America or any State thereof, or in
favor of any other country, or political subdivision thereof, to
secure certain payments pursuant to any contract or statute or to
secure any Indebtedness incurred or guaranteed for the purpose of
financing all or any part of the purchase price (or, in the case of
real property, the cost of construction) of the assets subject to
such liens (including, but not limited to, liens incurred in
connection with pollution control, industrial revenue or similar
financings);
(g) any extension, renewal or replacements (or successive extensions,
renewals or replacements) in whole or in part, of any lien referred
to in the foregoing clauses (a) to (f), inclusive;
(h) certain statutory liens or other similar liens arising in the
ordinary course of business or certain liens arising out of
governmental contracts;
(i) certain pledges, deposits or liens made or arising under workers'
compensation or similar legislation or in certain other
circumstances;
(j) liens created by or resulting from certain legal proceedings,
including certain liens arising out of judgments or awards;
(k) liens for certain taxes or assessments, landlord's liens and liens
and charges incidental to the conduct of our business, or our
ownership of our assets which were not incurred in connection with
the borrowing of money and which do not, in our opinion, materially
impair our use of such assets in our operations or the value of the
assets for its purposes; or
(l) liens on any assets of a Financing Subsidiary.
Notwithstanding the foregoing restrictions, we may create or assume any
Indebtedness which is secured by a lien, without securing the debt securities,
provided that at the time of such creation or assumption, and immediately after
giving effect thereto, the Exempted Debt then outstanding at such time does not
exceed 20% of Consolidated Net Tangible Assets.
Limitations on Subsidiary Debt.
Cardinal will not permit any Restricted Subsidiary directly or indirectly to
incur any Indebtedness for money borrowed, except that the foregoing
restrictions will not apply to the incurrence of:
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(a) Indebtedness outstanding on the date of the indenture;
(b) Indebtedness of a Restricted Subsidiary that represents its
assumption of Indebtedness of another Subsidiary, and Indebtedness
owed by any Restricted Subsidiary of Cardinal or to another
Subsidiary, provided that such Indebtedness will be at all times
held by either Cardinal or a Subsidiary, and provided further that
upon the transfer or disposition of such Indebtedness to someone
other than Cardinal or another Subsidiary, the incurrence of such
Indebtedness will be deemed to be an incurrence that is not
permitted;
(c) Indebtedness arising from (i) the endorsement of negotiable
instruments for deposit or collection or similar transactions in
the ordinary course of business; or (ii) the honoring by a bank or
other financial institution of a check, draft or similar
instrument inadvertently (except in the case of daylight
overdrafts) drawn against insufficient funds in the ordinary
course of business, provided that such overdraft is extinguished
within five business days of incurrence;
(d) Indebtedness arising from guarantees of loans and advances by
third parties to employees and officers of a Restricted Subsidiary
in the ordinary course of business for bona fide business
purposes, provided that the aggregate amount of such guarantees by
all Restricted Subsidiaries does not exceed $1,000,000;
(e) Indebtedness incurred by a foreign Restricted Subsidiary in the
ordinary course of business;
(f) Indebtedness of any corporation existing at the time such
corporation becomes a Restricted Subsidiary or is merged into a
Restricted Subsidiary or at the time of a purchase, lease or other
acquisition by a Restricted Subsidiary of all or substantially all
of the assets of such corporation;
(g) Indebtedness of a Restricted Subsidiary arising from agreements or
guarantees providing for or creating any obligations of Cardinal
or any of its Subsidiaries incurred in connection with the
disposition of any business, property or Subsidiary, excluding
guarantees or similar credit support by a Restricted Subsidiary of
indebtedness incurred by the acquirer of such business, property
or Subsidiary for the purpose of financing such acquisition;
(h) Indebtedness of a Restricted Subsidiary with respect to bonds,
bankers' acceptances or letters of credit provided by such
Subsidiary in the ordinary course of business;
(i) Indebtedness secured by a lien permitted by the provisions
regarding limitations on liens or arising in respect of a sale and
lease-back transaction permitted by the provisions regarding such
transactions or any Indebtedness incurred to finance the
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purchase price or cost of construction of improvements with respect
to property or assets acquired after the date of the indenture;
(j) Indebtedness that is issued, assumed or guaranteed in connection
with compliance by a Restricted Subsidiary with the requirements of
any program, applicable to such Restricted Subsidiary, adopted by
any governmental authority that provides for financial or tax
benefits which are not available directly to Cardinal;
(k) Indebtedness arising from Rate Hedging Obligations incurred to
limit risks of currency or interest rate fluctuations to which a
Subsidiary is otherwise subject by virtue of the operations of its
business, and not for speculative purposes;
(l) Indebtedness incurred by any Financing Subsidiary; and
(m) Indebtedness incurred in connection with refinancing of any
Indebtedness described in (a), (b), (f), (g) and (i) above
("Refinancing Indebtedness"), provided that:
(i) the principal amount of the Refinancing Indebtedness
does not exceed the principal amount of the Indebtedness
refinanced (plus the premiums paid and expenses incurred
in connection therewith),
(ii) the Refinancing Indebtedness has a weighted average life
to maturity equal to or greater than the weighted
average life to maturity of the Indebtedness being
refinanced, and
(iii) the Refinancing Indebtedness ranks no more senior, and
is at least as subordinated, as the Indebtedness being
refinanced.
Notwithstanding the foregoing restrictions, Restricted Subsidiaries may incur
any Indebtedness for money borrowed that would otherwise be subject to the
foregoing restrictions in an aggregate principal amount which, together with the
aggregate principal amount of other Indebtedness (not including the Indebtedness
permitted above), does not, at the time such Indebtedness is incurred, exceed
20% of Consolidated Net Tangible Assets.
Limitation on Sale and Lease-Back Transactions.
Sale and lease-back transactions (except such transactions involving leases for
less than three years) by Cardinal or any Consolidated Subsidiary of any assets
are prohibited unless:
- Cardinal or the Consolidated Subsidiary would be entitled to incur
Indebtedness secured by a lien on the assets to be leased in an
amount at least equal to the Attributable Debt in respect to such
transaction without equally and ratably securing the debt securities;
or
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- the proceeds of the sale of the assets to be leased are at least
equal to their fair value as determined by our board of directors and
the proceeds are applied to the purchase or acquisition (or, in the
case of real property, the construction) of assets or to the
retirement of Senior Funded Indebtedness.
The foregoing limitation will not apply, if at the time Cardinal or any
Consolidated Subsidiary enters into such sale and lease-back transaction and,
immediately after giving effect thereto, Exempted Debt does not exceed 20% of
the Consolidated Net Tangible Assets.
Merger, Consolidation, Sale, Lease or Conveyance.
Cardinal will not merge or consolidate with any other corporation and will not
sell, lease or convey all or substantially all its assets to any person, unless:
- Cardinal will be the continuing corporation; or
- the successor corporation or person that acquires all or
substantially all of Cardinal's assets is a corporation organized
under the laws of the United States or a State thereof or the
District of Columbia; and
- the successor corporation or person expressly assumes all of
Cardinal's obligations under the indenture and the debt securities;
and
- immediately after such merger, consolidation, sale, lease or
conveyance, the successor corporation or person is not be in default
in the performance of the covenants and conditions of the indenture
to be performed or observed by Cardinal.
BOOK-ENTRY DEBT SECURITIES
The debt securities of a series may be represented by one or more global
securities that will be deposited with, or on behalf of, a depositary or its
nominee identified in the applicable prospectus supplement. The one or more
global securities will be issued in a denomination or aggregate denominations
equal to the portion of the aggregate principal amount of outstanding debt
securities of the series. Unless and until it is exchanged in whole or in part
for debt securities in registered form, a global security may not be registered
for transfer or exchange except as a whole by the depositary and except in the
circumstances described in the applicable prospectus supplement.
The specific terms of the depositary arrangement with respect to any portion of
a series of debt securities to be represented by a global security will be
described in the applicable prospectus supplement. However, we expect that the
following provisions will apply to depositary arrangements:
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<PAGE> 21
- Unless otherwise specified in the applicable prospectus supplement,
debt securities which are to be represented by a global security will
be registered in the name of the depositary or its nominee;
- Upon the issuance and deposit of such global security with the
depositary, the depositary will credit on its book-entry registration
and transfer system the respective principal amounts of the debt
securities represented by the global security to the accounts of
institutions that have accounts with the depositary or its nominee
("participants");
- If the debt securities are offered and sold directly by us, the
accounts to be credited will be designated by the underwriters or
agents of the debt securities or by us;
- Ownership of beneficial interests in the global security will be
limited to participants or persons that may hold interests through
participants;
- Ownership of beneficial interests by participants will be shown on,
and the transfer of that ownership interest will be effected only
through, records maintained by the depositary or its nominee;
- Ownership of beneficial interests by persons that hold through
participants will be shown on, and the transfer of that ownership
interest within such participant will be effected only through,
records maintained by such participant;
The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of such securities in certificated form. These
limitations and laws may impair the ability to transfer beneficial interests in
such global securities.
As long as the depositary or its nominee is the registered owner of a global
security, the depositary or its nominee will be considered the sole owner or
holder of the debt securities represented by the global security for all
purposes under the indenture. Unless otherwise specified in the applicable
prospectus supplement, owners of beneficial interests in global securities will
not be entitled to have debt securities registered in their names, will not
receive or be entitled to receive physical delivery of debt securities in
certificated form, and will not be considered the holders for any purposes under
the indenture. Accordingly, each person owning a beneficial interest in the
global security must rely on the procedures of the depositary and, if the person
is not a participant, on the procedures of the participant through which the
person owns its interest, to exercise any rights of a holder under the
indenture.
We understand that under existing industry practices, if we request any action
of holders or an owner of a beneficial interest desires to give any notice or
take any action a holder is entitled to give or take under the indenture, the
depositary would authorize the participants to give such notice or take such
action, and participants would authorize beneficial owners owning through
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<PAGE> 22
such participants to give such notice or take such action or would otherwise act
upon the instructions of beneficial owners owning through them.
Principal of and any premium and interest on a global security will be payable
as described in the applicable prospectus supplement.
MODIFICATION OF THE INDENTURE
Cardinal and the trustee cannot modify the indenture or any supplemental
indenture or the rights of the holders of the debt securities without the
consent of holders of not less than 66 2/3% in principal amount of the debt
securities at the time outstanding of all series affected (voting as one class).
Cardinal and the trustee cannot modify the indenture without the consent of the
holder of each outstanding debt securities of such series affected by such
modification to:
(1) extend the final maturity of any of the debt securities; or
(2) reduce the principal amount; or
(3) reduce the rate or extend the time of payment of interest; or
(4) reduce any amount payable on redemption; or
(5) reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon an acceleration of the
maturity; or
(6) reduce the amount provable in bankruptcy; or
(7) impair or affect the right of any holder of the debt securities to
institute suit for payment.
In addition, the consent of all holders of debt securities is required to reduce
the percentage of consent required to effect any modification.
Cardinal and the trustee may modify the indenture or enter into supplemental
indentures without the consent of the holders of the debt securities, in certain
cases, including:
(1) to convey, transfer, assign, mortgage or pledge to the trustee as
security for the debt securities any property or assets;
(2) to evidence the succession of another corporation to Cardinal and
the assumption by the successor corporation of the covenants,
agreements and obligations of Cardinal;
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(3) to add to Cardinal's covenants any further covenants, restrictions,
conditions or provisions considered to be for the protection of the
holders;
(4) to cure any ambiguity or to correct or supplement any provision
contained in the indenture which may be defective or inconsistent
with any other provision contained in the indenture or to make such
other provisions in regard to matters or questions arising under
the indenture that will not adversely affect the interests of the
holders of the debt securities in any material respect;
(5) to establish the form or terms of debt securities; and
(6) to evidence or provide for the acceptance of appointment by a
successor trustee and to add to or change any of the provisions of
the indenture that may be necessary to provide for or facilitate
the administration of the trusts created thereunder by more than
one trustee.
EVENTS OF DEFAULT
The following constitute events of default under debt securities of any series:
(1) failure to pay principal of and premium, if any, on any debt
securities of such series when due;
(2) failure to pay interest on any debt securities of such series when
due for 30 days;
(3) failure to perform any other covenant or agreement of Cardinal in
the debt securities of such series or the indenture for 90 days
after written notice to Cardinal specifying that such notice is a
"notice of default" under the indenture;
(4) failure to pay any sinking fund installment when due on any debt
securities of such series;
(5) certain events of bankruptcy, insolvency, or reorganization of
Cardinal; and
(6) any other event of default provided in the supplemental indenture
or resolutions of Cardinal's board of directors of any debt
securities of such series.
If an event of default occurs and is continuing due to the default in the
performance or breach in (1), (2), (3), or (4) above with respect to any series
of debt securities but not with respect to all outstanding debt securities
issued, either the trustee or the holders of not less than 25% in principal
amount of the outstanding debt securities of each affected series (each series
voting as a separate class) may declare the principal amount and interest
accrued of all such affected series of debt securities to be due and payable
immediately.
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If an event of default occurs and is continuing due to a default in the
performance of any of the covenants or agreements in the indenture applicable to
all outstanding debt securities issued and then outstanding or due to certain
events of bankruptcy, insolvency or reorganization of Cardinal, either the
trustee or the holders of not less than 25% in principal amount of all debt
securities issued (treated as one class) may declare the principal amount and
interest accrued of all such debt securities to be due and payable immediately.
However, such declarations may be annulled and past defaults may be waived upon
the occurrence of certain conditions including deposit by Cardinal with the
trustee a sum sufficient to pay all matured installments of interest and
principal and certain expenses of the trustee.
Unless otherwise specified in a prospectus supplement, a default by Cardinal
with respect to any Indebtedness other than the debt securities will not
constitute an event of default with respect to the debt securities.
The trustee may withhold notice to the holders of any series of the debt
securities of any default (except in payment of principal of, or interest on, or
in the payment of any sinking or purchase fund installment) if the trustee
considers it in the interest of such holders to do so.
Subject to the provisions for indemnity and certain other limitations contained
in the indenture, the holders of a majority in principal amount of each series
of debt securities then outstanding will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
trustee.
No holder of debt securities of a series may institute any action against
Cardinal under the indenture unless:
(1) that holder gives to the trustee advance written notice of default
and its continuance;
(2) the holders of not less than 25% in principal amount of debt
securities of such series then outstanding affected by that event
of default request the trustee to institute such action;
(3) that holder has offered the trustee reasonable indemnity;
(4) the trustee shall not have instituted such action within 60 days of
such request; and
(5) the trustee shall not have received direction inconsistent with
such written request by the holders of a majority in principal
amount of the debt securities of each affected series then
outstanding.
At any time prior to the evidencing to the trustee of the taking of any action
by the holders of the percentage in aggregate principal amount of the debt
securities of any or all series specified
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in the indenture in connection with such action, any holder of a debt security
may, by filing written notice with the trustee, revoke such action concerning
such security.
Cardinal is required to deliver to the trustee each year a certificate as to
whether or not, to the knowledge of the officers signing such certificate,
Cardinal is in compliance with the conditions and covenants under the indenture.
SATISFACTION AND DISCHARGE
The indenture provides that Cardinal will be discharged from all obligations of
the indenture and the indenture will cease to be of further effect when the
trustee, on demand of and at the expense of Cardinal, executes proper
instruments acknowledging satisfaction and discharge of the indenture upon
compliance with certain enumerated conditions, including Cardinal having paid
all sums payable by Cardinal under the indenture, when:
(1) Cardinal has delivered to the trustee for cancellation all
authenticated debt securities; or
(2) all debt securities not delivered to the trustee for cancellation
shall have become due and payable or are by their terms to become
due and payable within one year.
THE TRUSTEE
The trustee under the indenture is Bank One, N.A. (formerly known as, Bank One,
Columbus, N.A.) The trustee is an affiliate of Bank One, Indianapolis, N.A., the
trustee under a separate indenture for Cardinal's 6 1/2% Notes due 2004 and
Cardinal's 6% Notes due 2006.
LEGAL OPINIONS
The validity of the offered securities will be passed upon for us by Amy B.
Haynes, Assistant General Counsel, Practice Group Head, of our Securities and
Corporate Governance Group. Ms. Haynes is paid a salary by our company and she
participates in various employee benefits plans offered to our employees
generally. Ms. Haynes holds common shares of our company, as well as vested and
unvested options to purchase common shares of our company, and unvested
restricted common shares of our company. Certain legal matters with respect to
the offered securities may be passed upon by counsel for any underwriters,
dealers or agents, each of whom will be named in the related prospectus
supplement.
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EXPERTS
The consolidated financial statements and the related consolidated financial
statement schedule of the Company as of June 30, 2000 and 1999, and for each of
the three years in the period ended June 30, 2000, have been incorporated in
this prospectus by reference from Cardinal's Annual Report on Form 10-K filed
September 6, 2000 ("Form 10-K"). Such consolidated financial statements and
schedule of the Company as of and for the fiscal year ended June 30, 2000 have
been audited by Arthur Andersen LLP as stated in their report which is
incorporated in this prospectus by reference from the Form 10-K. Such
consolidated financial statements and schedule of the Company, except the
financial statements of Allegiance Corporation ("Allegiance") and of R.P.
Scherer Corporation ("Scherer"), as of and for each of the two years in the
period ended June 30, 1999 have been audited by Deloitte & Touch LLP as stated
in their report which is incorporated in this prospectus by reference from the
Form 10-K. The financial statements of Allegiance and of Scherer as of June 30,
1999 and for each of the two years in the period ended June 30, 1999 have been
audited by PricewaterhouseCoopers LLP and Arthur Andersen LLP, respectively, as
stated in their reports which are incorporated in this prospectus by reference
from the Form 10-K. Such consolidated financial statements and supporting
schedules of the Company as described above are incorporated herein by reference
in reliance upon authority of the respective firms as experts in accounting and
auditing in respect to the entities and for the periods they have audited. All
of the foregoing firms are independent public auditors with respect to the
entities and for the periods they have audited.
PLAN OF DISTRIBUTION
We may sell the offered securities: (i) through the solicitation of proposals of
underwriters or dealers to purchase the offered securities, (ii) through
underwriters or dealers on a negotiated basis, (iii) directly to a limited
number of purchasers or to a single purchaser, or (iv) through agents. The
prospectus supplement with respect to any offered securities will set forth the
terms of the offering, including the name or names of any underwriters, dealers
or agents, the purchase price of the offered securities and the proceeds to
Cardinal from such sale, any underwriting discounts and commissions and other
items constituting underwriters' compensation, any initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers and any
securities exchange on which such offered securities may
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be listed. Any initial public offering price, discounts or concessions allowed
or reallowed or paid to dealers may be changed from time to time.
We may indemnify our agents, dealers and underwriters against certain civil
liabilities, including liabilities under the Securities Act, or contribute to
payments which such agents, dealers or underwriters may be required to make in
respect thereof. Agents, dealers and underwriters may be customers of, engage in
transactions with, or perform services for Cardinal in the ordinary course of
business.
The Prospectus Supplement will explain whether or not the offered securities
will be listed on a national securities exchange. We cannot assure you that
there will be a market for any of the offered securities.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
AMOUNT
--------
Filing fee-- Securities and Exchange Commission........... $198,000
*Listing on New York Stock Exchange....................... 75,000
*Trustees expenses........................................ 30,000
*Printing and engraving................................... 100,000
*Services of counsel...................................... 100,000
*Services of independent public accountants............... 50,000
*Rating agency fees....................................... 500,000
*Blue Sky fees and expenses............................... 5,000
*Miscellaneous............................................ 50,000
--------
Total................................................ $808,000
========
---------------
* Estimated
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1701.13(E) of the Ohio Revised Code sets forth conditions and
limitations governing the indemnification of officers, directors, and other
persons.
Article 6 of Cardinal's Regulations contains certain indemnification provisions
adopted pursuant to authority Contained in Section 1701.13(E) of the Ohio Law.
Cardinal's Regulations provides for the indemnification of its officers,
directors, employees, and agents against all expenses with respect to any
judgments, fines, and amounts paid in settlement, or with respect to any
threatened, pending, or completed action, suit, or proceeding to which they were
or are parties or are threatened to be made parties by reason of acting in such
capacities, provided that it is determined, either by a majority vote of a
quorum of disinterested directors of Cardinal or the shareholders of Cardinal or
otherwise as provided in Section 1701.13(E) of the Ohio Law, that (a) they acted
in good faith and in a manner they reasonably believed to be in or not opposed
to the best interest of Cardinal; (b) in any action, suit, or proceeding by or
in the right of Cardinal, they were not, and have not been adjudicated to have
been, negligent or guilty of misconduct in the performance of their duties to
Cardinal; and (c) with respect to any criminal action or proceeding, that they
had no reasonable cause to believe that their conduct was unlawful. Section
1701.13(E) provides that to the extent a director, officer, employee, or agent
has been successful on the merits or otherwise in defense of any such action,
suit, or proceeding, such individual shall be indemnified against expenses
reasonably incurred in
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connection therewith. At present there are no material claims, actions, suits,
or proceedings pending where indemnification would be required under these
provisions, and Cardinal does not know of any such threatened claims, actions,
suits, or proceedings which may result in a request for such indemnification.
Cardinal has entered into indemnification contracts with each of its directors
and executive officers. These contracts generally: (i) confirm the existing
indemnity provided to them under Cardinal's Regulations and assure that
this indemnity will continue to be provided; (ii) provide that if Cardinal does
not maintain directors' and officers' liability insurance, Cardinal will, in
effect, become a self-insurer of the coverage; (iii) provide that, in addition,
the directors and officers shall be indemnified to the fullest extent permitted
by law against all expenses (including legal fees), judgments, fines, and
settlement amounts incurred by them in any action or proceeding on account of
their service as a director, officer, employee, or agent of Cardinal, or at the
request of Cardinal as a director, officer, employee, trustee, fiduciary,
manager, member or agent of another corporation, partnership, trust, limited
liability company, employee benefit plan or other enterprise; and (iv) provide
for the mandatory advancement of expenses to the executive officer or director
in connection with the defense of any proceedings, provided that the executive
officer or director agrees to reimburse Cardinal for that advancement if it is
ultimately determined that the executive officer or director is not entitled to
the indemnification for that proceeding under the agreement. Coverage under the
contracts is excluded: (A) on account of conduct which is finally adjudged to be
knowingly fraudulent, deliberately dishonest, or willful misconduct; or (B) if a
final court of adjudication shall determine that such indemnification is not
lawful; or (C) in respect of any suit in which judgment is rendered for
violations of Section 16(b) of the Securities and Exchange Act of 1934, as
amended, or provisions of any federal, state, or local statutory law; or (D) on
account of any remuneration paid which is finally adjudged to have been in
violation of law; or (E) on account of conduct occurring prior to the time the
executive officer or director became an officer, director, employee or agent of
Cardinal or its subsidiaries (but in no event earlier than the time such entity
became a subsidiary of Cardinal); or (F) with respect to proceedings initiated
or brought voluntarily by the executive officer or director and not by way of
defense, except for proceedings brought to enforce rights under the
indemnification contract. Cardinal maintains a directors' and officers'
insurance policy which insures the officers and directors of Cardinal from any
claim arising out of an alleged wrongful act by such persons in their respective
capacities as officers and directors of Cardinal.
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ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ ----------------------------------------------------------------------
1.1 Proposed form of Underwriting Agreement - Common Securities (1)
1.2 Proposed form of Underwriting Agreement - Debt Securities (1)
4.1 Indenture dated as of May 1, 1993 between the Registrant and Bank One,
Indianapolis, NA, Trustee, relating to the Registrant's 6 1/2% Notes
Due 2004 and 6% Notes Due 2006 (2)
4.2 Indenture dated as of October 1, 1996 between Allegiance Corporation
and PNC Bank, Kentucky, Inc. ("PNC"), Trustee; and First Supplemental
Indenture dated as of February 3, 1999 by and among Allegiance
Corporation, Cardinal and Chase Manhattan Trust Company National
Association (as successor in interest to PNC), Trustee (3)
4.3 Indenture dated January 1, 1994 between R.P. Scherer International
Corporation and Comerica Bank; First Supplemental Indenture by and
among R.P. Scherer International Corporation, R.P. Scherer Corporation
and Comerica Bank dated February 28, 1995; and Second Supplemental
Indenture by and among R.P. Scherer Corporation, the Registrant and
Comerica Bank dated as of August 7, 1998 (4)
4.4 Indenture dated as of April 18, 1997 between Registrant and Bank One,
Columbus, N.A., Trustee, relating to the Registrant's 6 1/4% Notes due
2008 (5)
4.5 Amended and Restated Articles of Incorporation of the Registrant, as
amended (6)
4.6 Restated Code of Regulations of the Registrant, as amended (6)
4.7 Form of Debt Securities
4.8 Form of Common Shares (3)
5 Opinion of Amy B. Haynes, as to validity of the offered securities
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of PricewaterhouseCoopers LLP
23.5 Consent of Legal Counsel (included in Exhibit 5)
24 Powers of Attorney (included on signature page)
25 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Bank One, Columbus, N.A.
-----------
(1) To be filed by amendment or as an exhibit to a document to be
incorporated or deemed to be incorporated by reference in the
Registration Statement.
(2) Included as an exhibit to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1994 (File No. 0-12591) and
incorporated herein by reference.
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(3) Included as an exhibit to the Registrant's Registration Statement on
Form S-4 (No. 333-74761) and incorporated herein by reference.
(4) Included as an exhibit to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1998 (File No. 0-12591) and
incorporated herein by reference.
(5) Included as an exhibit to the Registrant's Current Report on Form 8-K
filed April 21, 1997 (File No. 0-12591) and incorporated herein by
reference.
(6) Included as an exhibit to the Registrant's Current Report on Form 8-K
filed November 24, 1998 (File No. 0-12591) and incorporated herein by
reference.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a posteffective amendment to
this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent posteffective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; and
II-4
<PAGE> 32
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a posteffective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person of the registrant in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against the public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
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<PAGE> 33
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 on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dublin, State of Ohio, on September 22, 2000.
CARDINAL HEALTH, INC.
By:
/s/ Robert D. Walter
---------------------------------
Robert D. Walter, Chairman and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Robert D. Walter, Steven Alan Bennett, and Richard J.
Miller, and each of them, severally, as his/her attorney-in-fact and agent, with
full power of substitution and resubstitution, for him/her and in his/her name,
place, and stead, in any and all capacities, to sign and file Registration
Statement(s) and any and all pre- or post-effective amendments to such
Registration Statement(s), with all exhibits thereto and hereto, and other
documents with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he/she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on September 22, 2000.
<TABLE>
<CAPTION>
Name Title
------------------------------------ ------------------------------------
<S> <C>
/s/ Robert D. Walter Chairman, Chief Executive Officer and
------------------------------------ Director (principal executive officer)
Robert D. Walter
/s/ Richard J. Miller Executive Vice President and Chief
------------------------------------ Financial Officer (principal financial officer)
Richard J. Miller
/s/ Michael E. Beaulieu Senior Vice President, Controller and Principal
------------------------------------ Accounting Officer
Michael E. Beaulieu
</TABLE>
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<PAGE> 34
/s/ Dave Bing
------------------------------------ Director
Dave Bing
/s/ Silas S. Cathcart
------------------------------------ Director
Silas S. Cathcart
/s/ George H. Conrades
------------------------------------ Director
George H. Conrades
/s/ John F. Finn
------------------------------------ Director
John F. Finn
/s/ Robert L. Gerbig
------------------------------------ Director
Robert L. Gerbig
/s/ John F. Havens
------------------------------------ Director
John F. Havens
/s/ Regina E. Herzlinger
------------------------------------ Director
Regina E. Herzlinger
/s/ John C. Kane
------------------------------------ Director
John C. Kane
/s/ J. Michael Losh
------------------------------------ Director
J. Michael Losh
/s/ John B. McCoy
------------------------------------ Director
John B. McCoy
/s/ Richard C. Notebaert
------------------------------------ Director
Richard C. Notebaert
/s/ Michael D. O'Halleran
------------------------------------ Director
Michael D. O'Halleran
/s/ Melburn G. Whitmire
------------------------------------ Director
Melburn G. Whitmire
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<PAGE> 35
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ ----------------------------------------------------------------------
1.1 Proposed form of Underwriting Agreement - common securities (1)
1.2 Proposed form of Underwriting Agreement - Debt Securities (1)
4.1 Indenture dated as of May 1, 1993 between the Registrant and Bank One,
Indianapolis, NA, Trustee, relating to the Registrant's 6 1/2% Notes
Due 2004 and 6% Notes Due 2006 (2)
4.2 Indenture dated as of October 1, 1996 between Allegiance Corporation
and PNC Bank, Kentucky, Inc. ("PNC"), Trustee; and First Supplemental
Indenture dated as of February 3, 1999 by and among Allegiance
Corporation, Cardinal and Chase Manhattan Trust Company National
Association (as successor in interest to PNC), Trustee (3)
4.3 Indenture dated January 1, 1994 between R.P. Scherer International
Corporation and Comerica Bank; First Supplemental Indenture by and
among R.P. Scherer International Corporation, R.P. Scherer Corporation
and Comerica Bank dated February 28, 1995; and Second Supplemental
Indenture by and among R.P. Scherer Corporation, the Registrant and
Comerica Bank dated as of August 7, 1998 (4)
4.4 Indenture dated as of April 18, 1997 between Registrant and Bank One,
Columbus, N.A., Trustee, relating to the Registrant's 6 1/4% Notes due
2008 (5)
4.5 Amended and Restated Articles of Incorporation of the Registrant, as
amended (6)
4.6 Restated Code of Regulations of the Registrant, as amended (6)
4.7 Form of Debt Securities
4.8 Form of Common Shares (3)
5 Opinion of Amy B. Haynes, as to validity of the offered securities
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of PricewaterhouseCoopers LLP
23.5 Consent of Legal Counsel (included in Exhibit 5)
24 Powers of Attorney (included on signature page)
25 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Bank One, Columbus, N.A.
-----------
(1) To be filed by amendment or as an exhibit to a document to be
incorporated or deemed to be incorporated by reference in the
Registration Statement.
(2) Included as an exhibit to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1994 (File No. 0-12591) and
incorporated herein by reference.
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<PAGE> 36
(3) Included as an exhibit to the Registrant's Registration Statement on
Form S-4 (No. 333-74761) and incorporated herein by reference.
(4) Included as an exhibit to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1998 (File No. 0-12591) and
incorporated herein by reference.
(5) Included as an exhibit to the Registrant's Current Report on Form 8-K
filed April 21, 1997 (File No. 0-12591) and incorporated herein by
reference.
(6) Included as an exhibit to the Registrant's Current Report on Form 8-K
filed November 24, 1998 (File No. 0-12591) and incorporated herein by
reference.
II-9
