SC TO-C 1 sctoc.txt SCHEDULE TO-C ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- SCHEDULE TO (Rule 14d-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BORON, LEPORE & ASSOCIATES, INC. (Name of Subject Company--Issuer) GARDEN MERGER CORP., a wholly owned subsidiary of CARDINAL HEALTH, INC. (Name of Filing Persons--Offerors) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 10001P102 (CUSIP Number of Class of Securities) Paul S. Williams Executive Vice President, Chief Legal Officer and Secretary Cardinal Health, Inc. 7000 Cardinal Place Dublin, Ohio 43017 Telephone: (614) 757-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy To: David A. Katz, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1000 [_] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: None. Filing Party: Not applicable. Form or Registration No.: Not applicable. Date Filed: Not applicable. [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [_] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] ================================================================================ Item 12. Exhibits (a)(5)(A) Press Release Issued by Cardinal Health, Inc. and Boron, LePore & Associates, Inc. on May 15, 2002 (a)(5)(B) Frequently Asked Questions relating to the acquisition of Boron, LePore & Associates, Inc. by Cardinal Health, Inc. Exhibit Exhibit Name ------- ------------ (a)(5)(A) Press Release Issued by Cardinal Health, Inc. and Boron, LePore & Associates, Inc. on May 15, 2002 (a)(5)(B) Frequently Asked Questions relating to the acquisition of Boron, LePore & Associates, Inc. by Cardinal Health, Inc.