-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IphSCHt/IDVOXbL3by0auA68WrVmPBIrzs8E/Px11fVIrS7I6ejqX0VijibdjY3l L7tozocppc9wW4Zxl8YTNg== 0000721371-04-000139.txt : 20041112 0000721371-04-000139.hdr.sgml : 20041111 20041112170256 ACCESSION NUMBER: 0000721371-04-000139 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041109 FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WALTER ROBERT D CENTRAL INDEX KEY: 0001209442 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11373 FILM NUMBER: 041140312 BUSINESS ADDRESS: STREET 1: C/O AMERICAN EXPRESS CO STREET 2: 200 VESEY STREET MAIL STOP 01-50-01 CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2126402000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARDINAL HEALTH INC CENTRAL INDEX KEY: 0000721371 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 310958666 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 7000 CARDINAL PLACE CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147573033 MAIL ADDRESS: STREET 1: 7000 CARDINAL PLACE CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: CARDINAL DISTRIBUTION INC DATE OF NAME CHANGE: 19920703 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2004-11-09 0000721371 CARDINAL HEALTH INC CAH 0001209442 WALTER ROBERT D 7000 CARDINAL PLACE DUBLIN OH 43017 1 1 0 0 Chairman and CEO Common Shares 2004-11-09 5 G 0 1142 D 1761116 D Common Shares 2004-11-11 4 M 0 136115 14.667 A 1897231 D Common Shares 2004-11-11 4 F 0 69716 51.80 D 1827515 D Common Shares 2386 I By ESPP Common Shares 404494 I By GRAT VII Common Shares 679070 I By GRAT VIII Common Shares 419110 I By GRAT IX Common Shares 500000 I By LLC Common Shares 700000 I By GRAT X Option (right to buy) 14.667 2004-11-11 4 M 0 136115 0 D 1998-03-06 2005-03-06 Common Shares 136115 0 D Option (right to buy) 17.74 1999-03-04 2006-03-04 Common Shares 89207 1 D Option (right to buy) 27.053 2000-03-03 2007-03-03 Common Shares 100409 1 D Option (right to buy) 27.14 2000-07-21 2007-07-21 Common Shares 45000 1 D Option (right to buy) 36.307 2001-03-02 2008-03-02 Common Shares 96402 1 D Option (right to buy) 43.14 2001-08-11 2008-08-11 Common Shares 135000 1 D Option (right to buy) 47.333 2002-03-01 2009-03-01 Common Shares 187500 1 D Option (right to buy) 31.167 2009-11-15 Common Shares 1425000 1 D Option (right to buy) 66.083 2003-11-20 2010-11-20 Common Shares 272384 1 D Option (right to buy) 68.10 2006-01-15 2011-11-19 Common Shares 440529 1 D Option (right to buy) 67.90 2005-11-18 2012-11-18 Common Shares 486009 1 D Option (right to buy) 61.38 2006-11-17 2013-11-17 Common Shares 507086 1 D Option (right to buy) 44.15 2007-08-23 2014-08-23 Common Shares 562500 1 D Bona fide gifts. 80,890 of these shares were previously reported as indirectly beneficially owned through GRAT IX, and were subsequently transferred to direct beneficial ownership on November 9, 2004. The Reporting Person exercised 136,115 stock options granted on March 6, 1995. Such stock options would have expired on March 6, 2005, if not exercised. In light of the expiration date, the Reporting Person exercised all such options and delivered to the Company a total of 69,716 previously owned mature shares as payment of grant price and taxes. The Reporting Person currently intends to hold all such 136,115 exercised shares. Reporting person holds the controlling interest in, and is the sole manager of, the LLC. Stock option granted pursuant to the Cardinal Health, Inc. Stock Incentive Plan. Stock option granted pursuant to the Cardinal Health, Inc. Equity Incentive Plan. Stock option vested in three equal annual installments beginning on 11/15/00. The Company recently identified an issue with respect to this award granted in November 1999, and stated in its Form 10-K for the fiscal year ended June 30, 2004 that the option award was in excess of that permitted to be granted to a single individual during any fiscal year under the Company's Equity Incentive Plan, and that the Compensation Committee is currently exploring alternatives to substitute the remaining portion of the stock option granted to the reporting person in excess of the 562,500 shares with equivalent value. Stock option granted pursuant to the reporting person's Employment Agreement with Cardinal Health dated November 20, 2001, as amended and restated as of February 1, 2004 (the "Employment Agreement"). Robert D. Walter 2004-11-11 -----END PRIVACY-ENHANCED MESSAGE-----