-----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, SgRl+IUrxmIVmL5HdoVILe5HyHWfHGR6+BlD3sYrOPh+ZLEgz2HX4C2Vhqp9kKY5 r6yOuKfTRMgmLwWBn81UPQ== 0000898822-02-001304.txt : 20021106 0000898822-02-001304.hdr.sgml : 20021106 20021106172411 ACCESSION NUMBER: 0000898822-02-001304 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021106 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021106 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11373 FILM NUMBER: 02811621 BUSINESS ADDRESS: STREET 1: 7000 CARDINAL PLACE CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147575000 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 8-K 1 nov6-8k.txt CURRENT REPORT STRICTLY CONFIDENTIAL WLR&K DRAFT: 3/27/02 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- 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): NOVEMBER 6, 2002 CARDINAL HEALTH, INC. (Exact Name of Registrant as Specified in its Charter) OHIO (State or Other Jurisdiction of Incorporation) 1-11373 31-0958666 (Commission File Number) (IRS Employer Identification Number) 7000 CARDINAL PLACE, DUBLIN, OHIO 43017 (Address of Principal Executive Offices, Including Zip Code) (614) 757-5000 (Registrant's Telephone Number, Including Area Code) ITEM 5. OTHER EVENTS. On November 6, 2002, Cardinal Health, Inc. (the "Company") issued a press release relating to its proposed acquisition of Syncor International Corporation. A copy of that press release is set forth as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. On November 6, 2002, the Company also issued a press release announcing that the Company's Board of Directors declared a regular quarterly dividend of $0.025 per common share, without par value, payable on January 15, 2003 to shareholders of record on January 1, 2003. A copy of that press release is set forth as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Press release issued by the Company on November 6, 2002 relating to the proposed acquisition of Syncor International Corporation. 99.2 Press release issued by the Company on November 6, 2002 announcing that the Company's Board of Directors declared a regular quarterly dividend of $0.025 per common share, without par value, payable on January 15, 2003 to shareholders of record on January 1, 2003. SIGNATURES 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. (Registrant) Date: November 6, 2002 By: /s/ Paul S. Williams --------------------- Name: Paul S. Williams Title: Executive Vice President, Chief Legal Officer and Secretary EXHIBIT INDEX 99.1 Press release issued by the Company on November 6, 2002 relating to the proposed acquisition of Syncor International Corporation. 99.2 Press release issued by the Company on November 6, 2002 announcing that the Company's Board of Directors declared a regular quarterly dividend of $0.025 per common share, without par value, payable on January 15, 2003 to shareholders of record on January 1, 2003. EX-99 3 ex99-1.txt EXHIBIT 99.1 NEWS RELEASE CARDINAL HEALTH [LOGO] 7000 Cardinal Place Dublin, OH 43017 NEWS RELEASE www.cardinal.com FOR IMMEDIATE RELEASE Media Contact: David Verbraska 614-757-3690 Investor Contact: Stephen Fischbach 614-757-7067 CARDINAL HEALTH RESPONDS TO SYNCOR ANNOUNCEMENT ----------------------------------------------- IMPROPER PAYMENTS BY SYNCOR IDENTIFIED THROUGH ONGOING DUE DILIGENCE INTENDS TO CAREFULLY MONITOR THE SITUATION DUBLIN, OHIO, NOVEMBER 6, 2002 -- Cardinal Health, Inc. (NYSE: CAH), confirmed today that during its ongoing due diligence investigation of Syncor International Corporation, the proposed acquisition of which was announced on June 14, 2002, Cardinal Health recently discovered certain improper payments that had been made in foreign countries by subsidiaries of Syncor. As soon as it made these discoveries, Cardinal Health promptly informed Syncor of its findings and Syncor immediately initiated an investigation. Cardinal Health has since been informed of the results to date of the investigation undertaken by a special committee formed by the Board of Directors of Syncor to review these improper payments. Cardinal Health supports the actions taken today by the Syncor Board in response to the results of the special committee's ongoing investigation as well as the proactive decision by Syncor to make full disclosure of its findings to the Department of Justice and the Securities and Exchange Commission. Cardinal Health will continue to carefully monitor the Syncor situation and assess the results of the Syncor special committee's ongoing investigation as well as the results of Cardinal Health's continuing due diligence review. Cardinal Health intends to use all appropriate resources and spend the time necessary to complete its ongoing comprehensive due diligence review in a deliberate manner. Robert D. Walter, chairman and chief executive officer of Cardinal Health stated: "Cardinal Health has an outstanding reputation for integrity in operating our domestic and international businesses in an ethical and honest manner. This reputation extends to our employees, suppliers and customers as well as to the government agencies that come in contact with our businesses and operations. We are committed to adhering to the principle of operating our businesses consistent with all applicable legal obligations. While we continue to believe that the strategic rationale for the acquisition of Syncor and its nuclear pharmacy business has validity, any decision with respect to this transaction must be made in the context of adhering to our core values and protecting Cardinal Health's reputation." -more- CARDINAL HEALTH RESPONDS TO SYNCOR ANNOUNCEMENT PAGE 2 Cardinal Health notes that the acquisition of Syncor by Cardinal Health is subject to the satisfaction or waiver of a number of conditions set forth in the merger agreement, dated June 14, 2002, between Syncor and Cardinal Health. At this time, Cardinal Health has not yet concluded whether those conditions will be satisfied. Cardinal Health intends to fully comply with its obligations under the merger agreement. There can be no assurance that the transaction involving the acquisition of Syncor by Cardinal Health will be completed. ABOUT CARDINAL HEALTH - --------------------- Cardinal Health, Inc. (www.cardinal.com ) is the leading provider of products and services supporting the health care industry. Cardinal Health companies develop, manufacture, package and market products for patient care; develop drug-delivery technologies; distribute pharmaceuticals, medical-surgical and laboratory supplies; and offer consulting and other services that improve quality and efficiency in health care. Headquartered in Dublin, Ohio, the company employs approximately 50,000 people on five continents, with more than 40 percent of its employees in operations outside the United States, and produces annual revenues of more than $44 billion. Cardinal Health is ranked #23 on the current Fortune 500 list and was named one of "The World's Best" companies by Forbes magazine in 2002. -------------------------- Except for historical information, all other information 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 that could cause actual results to differ materially from those projected, anticipated or implied. The most significant of these uncertainties are described in Cardinal Health's Form 10-K, Form 8-K and Form 10-Q reports and exhibits to those reports, and include (but are not limited to) the costs, difficulties, and uncertainties related to the integration of acquired businesses, the loss of one or more key customer or supplier relationships, changes in the distribution outsourcing patterns for health-care products and/or services, the costs and other effects of governmental regulation and legal and administrative proceedings, and general economic conditions. Cardinal undertakes no obligation to update or revise any forward-looking statements. Information regarding the identity of the persons who may, under SEC rules, be deemed to be participants in the solicitation of stockholders of Syncor International Corporation ("Syncor") in connection with the proposed merger, and their interests in the solicitation, is set forth in the definitive proxy statement/prospectus dated October 16, 2002 mailed by Syncor to Syncor shareholders on October 17, 2002 and filed with the SEC. Cardinal Health, Inc. ("Cardinal Health") has filed a registration statement on Form S-4 in connection with the transaction. Investors and security holders of Syncor are urged to read the definitive proxy statement/prospectus because it contains important information about Cardinal Health, Syncor and the transaction. Investors and security holders may obtain a free copy of the proxy statement/prospectus at the SEC's web sit at www.sec.gov. A free copy of the proxy statement/prospectus may also be obtained from Cardinal or Syncor. Cardinal and Syncor and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Syncor in favor of the transaction. In addition to the registration statement on Form S-4 filed by Cardinal Health in connection with the transaction, and the proxy statement/prospectus mailed to the stockholders of Syncor in connection with the transaction, each of Cardinal and Syncor file annual, quarterly and special reports, proxy and information statements, and other information with the SEC. Investors may read and copy any of these reports, statements and other information at the SEC's public reference room located at 450 5th Street, N.W., Washington, D.C., 20549. Investors should call the SEC at 1-800-SEC-0330 for further information. The reports, statements and other information filed by Cardinal Health and Syncor with the SEC are also available for free at the SEC's web site at www.sec.gov. A free copy of these reports, statements and other information may also be obtained from Cardinal or Syncor. Investors should read the proxy statement/prospectus carefully before making any voting or investment decision. ### EX-99 4 ex99-2.txt EXHIBIT 99.2 NEWS RELEASE CARDINAL HEALTH [LOGO] 7000 Cardinal Place Dublin, OH 43017 NEWS RELEASE www.cardinal.com FOR IMMEDIATE RELEASE Media Contact: David Verbraska 614-757-3690 Investor Contact: Stephen Fischbach 614-757-7067 CARDINAL HEALTH CHAIRMAN FOCUSES ON COMPANY'S STRONG GROWTH AT ANNUAL --------------------------------------------------------------------- SHAREHOLDERS' MEETING; BOARD OF DIRECTORS DECLARES FIRST QUARTER DIVIDEND ------------------------------------------------------------------------- DUBLIN, OHIO, NOVEMBER 6, 2002 - Robert D. Walter, chairman and CEO of Cardinal Health, Inc. (NYSE: CAH), the leading provider of products and services supporting the health care industry, expressed confidence in the company's continued growth at the annual meeting of shareholders held today at corporate headquarters. The company's board of directors also declared today a regular quarterly dividend of $0.025 per common share, without par value. The dividend, which is the company's 73rd consecutive regular quarterly dividend, is payable on January 15, 2003 to shareholders of record on January 1, 2003. "Cardinal Health continues to outperform the market and its competitors because of our innovative products and services, successful integration of these unique offerings, and the strength of our customer partnerships," Walter told shareholders. "Cardinal Health expects to continue to benefit from attractive health care market economics as demand for our products and services increases. We hold leading positions in all the health care businesses we operate and will build on that competitive strength to increase the broad value we offer customers." "The financial momentum of last year continued strongly into the first quarter of fiscal 2003," noted Walter. "By serving our customers well, we achieved record first quarter revenues, earnings, and returns on sales and committed capital. At the same time we generated superior cash flow while continuing to invest in the future. We are positioned for another outstanding year." In other business, shareholders re-elected five board members to three-year terms. Those board members are J. Michael Losh, retired chairman of Metaldyne Corporation; John B. McCoy, chairman of the Board of Corillian Corporation; Michael D. O'Halleran, president and chief operating officer of Aon Corporation; Jean G. Spaulding, M.D., trustee of The Duke Endowment; and Matthew D. Walter, chief executive officer of Bound Tree Medical, LLC. -more- CHAIRMAN FOCUSES ON STRONG GROWTH AT SHAREHOLDERS' MEETING; BOARD DECLARES DIVIDEND PAGE 2 About Cardinal Health - --------------------- Cardinal Health, Inc. (www.cardinal.com) is the leading provider of products and services supporting the health care industry. Cardinal Health companies develop, manufacture, package and market products for patient care; develop drug-delivery technologies; distribute pharmaceuticals, medical-surgical and laboratory supplies; and offer consulting and other services that improve quality and efficiency in health care. Headquartered in Dublin, Ohio, Cardinal Health employs more than 49,000 people on five continents and produces annual revenues of more than $44 billion. Cardinal Health is ranked #23 on the current Fortune 500 list and was named one of the "The World's Best" companies by Forbes magazine in 2002. -------------------------- Except for historical information, all other information 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 that could cause actual results to differ materially from those projected, anticipated or implied. The most significant of these uncertainties are described in Cardinal Health's Form 10-K, Form 8-K and Form 10-Q reports (including all amendments to those reports) and exhibits to those reports, and include (but are not limited to) the costs, difficulties, and uncertainties related to the integration of acquired businesses, the loss of one or more key customer or supplier relationships, changes in the distribution outsourcing patterns for health-care products and/or services, the costs and other effects of governmental regulation and legal and administrative proceedings, and general economic and market conditions. Cardinal Health undertakes no obligation to update or revise any forward-looking statements. Information regarding the identity of the persons who may, under SEC rules, be deemed to be participants in the solicitation of stockholders of Syncor International Corporation in connection with the proposed merger, and their interests in the solicitation, is set forth in a Schedule 14A filed by Syncor on June 14, 2002 with the SEC. Cardinal Health has filed a registration statement on Form S-4 in connection with the transaction, and Syncor is mailing a definitive proxy statement/prospectus to its stockholders in connection with the transaction. Investors and security holders of Syncor are urged to read the definitive proxy statement/prospectus because it contains important information about Cardinal Health, Syncor and the transaction. A free copy of the definitive proxy statement/prospectus may be obtained from Cardinal Health or Syncor or at the SEC's Web site at www.sec.gov. Information regarding the interests of Syncor's officers and directors in the transaction is included in the definitive proxy statement/prospectus. In addition to the registration statement on Form S-4 filed by Cardinal Health in connection with the transaction, and the definitive proxy statement/prospectus mailed to the stockholders of Syncor in connection with the transaction, each of Cardinal Health and Syncor file annual, quarterly and special reports, proxy and information statements, and other information with the SEC. Investors may read and copy any of these reports, statements and other information at the SEC's public reference room located at 450 5th Street, N.W., Washington, D.C., 20549. Investors should call the SEC at 1-800/SEC-0330 for further information. The reports, statements and other information filed by Cardinal Health and Syncor with the SEC are also available for free at the SEC's Web site at www.sec.gov. A free copy of these reports, statements and other information may also be obtained from Cardinal Health or Syncor. The proxy statement/prospectus contains important information that should be read carefully by investors before making any voting or investment decision. ### -----END PRIVACY-ENHANCED MESSAGE-----