-----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, EhIJhrdvgKDo6uIfvnjr7KsXEPrPOKdcO01fKOzNT43o5uHSwp7pIYlgXJ2yU9Wn kaUk1m7Zl9LoCQVfL2tiyw== 0000950152-96-001997.txt : 19960506 0000950152-96-001997.hdr.sgml : 19960506 ACCESSION NUMBER: 0000950152-96-001997 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960503 SROS: NONE 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11373 FILM NUMBER: 96556207 BUSINESS ADDRESS: STREET 1: 5555 GLENDON COURT CITY: DUBLIN STATE: OH ZIP: 43016 BUSINESS PHONE: 6147618700 MAIL ADDRESS: STREET 1: 655 METRO PLACE SOUTH STREET 2: SUITE 925 CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: CARDINAL DISTRIBUTION INC DATE OF NAME CHANGE: 19920703 10-Q 1 CARDINAL HEALTH INC. 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 1996 Commission File Number 0-12591 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.) 5555 GLENDON COURT, DUBLIN, OHIO 43016 (Address of principal executive offices and zip code) Registrant's telephone number, including area code (614) 717-5000 655 Metro Place South, Suite 925, Dublin, Ohio 43017 (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----------------- ------------------ The number of Registrant's Common Shares outstanding at April 23, 1996 was as follows: Common Shares, without par value: 48,680,629 ---------- 2 CARDINAL HEALTH, INC. AND SUBSIDIARIES Index *
Page No. Part I. Financial Information: ---------------------- Item 1. Financial Statements Consolidated Statements of Earnings for the Fiscal Quarter and Nine Months Ended March 31, 1996 and March 31, 1995..................................... 3 Consolidated Balance Sheets at March 31, 1996 and June 30, 1995.................... 4 Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 1996 and March 31, 1995.................................................. 5 Notes to Consolidated Financial Statements......................................... 6-8 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition............................................................ 9-10 Part II. Other Information: ------------------ Item 1. Legal Proceedings.................................................................. 11 Item 6. Exhibits and Reports on Form 8-K................................................... 12 * Items deleted are inapplicable.
Page 2 3 PART I. FINANCIAL INFORMATION CARDINAL HEALTH, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Fiscal Quarter Ended Nine Months Ended ------------------------------- -------------------------------- March 31, March 31, March 31, March 31, 1996 1995 1996 1995 --------------- --------------- --------------- --------------- Net revenues $ 2,202,804 $ 2,001,250 $ 6,381,569 $ 5,832,645 Cost of products sold 2,051,878 1,863,258 5,964,137 5,456,944 --------------- --------------- --------------- --------------- Gross margin 150,926 137,992 417,432 375,701 Selling, general and administrative expenses 84,117 81,660 254,459 237,842 Unusual item, merger costs (16,374) --------------- --------------- --------------- --------------- Operating earnings 66,809 56,332 146,599 137,859 Other income (expense): Interest expense (6,037) (6,443) (14,278) (14,689) Other, net-- primarily interest income 1,072 1,041 4,614 3,654 --------------- --------------- --------------- --------------- Earnings before income taxes 61,844 50,930 136,935 126,824 Provision for income taxes 25,047 20,944 57,932 52,186 --------------- --------------- --------------- --------------- Net earnings $ 36,797 $ 29,986 $ 79,003 $ 74,638 =============== =============== =============== =============== Net earnings per Common Share: Primary $ 0.75 $ 0.61 $ 1.61 $ 1.54 Fully diluted $ 0.75 $ 0.61 $ 1.61 $ 1.54 Weighted average number of Common Shares outstanding: Primary 49,157 49,170 49,060 48,478 Fully diluted 49,224 49,178 49,100 48,522
See notes to consolidated financial statements. Page 3 4 CARDINAL HEALTH, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS)
March 31, June 30, 1996 1995 --------------- ---------------- ASSETS Current assets: Cash and equivalents $ 114,479 $ 42,525 Marketable securities available for sale 15,001 40,695 Trade receivables 560,495 529,672 Merchandise inventories 1,232,641 1,071,811 Prepaid expenses and other 30,855 25,472 --------------- ---------------- Total current assets 1,953,471 1,710,175 --------------- ---------------- Property and equipment, at cost 228,727 183,287 Accumulated depreciation and amortization (98,477) (86,205) --------------- ---------------- Property and equipment, net 130,250 97,082 Other assets: Finance notes and accrued interest receivable, net 29,019 27,278 Intangibles and other 87,809 85,141 --------------- ---------------- Total $ 2,200,549 $ 1,919,676 =============== ================ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable, banks $ $ 3,000 Current portion of long-term obligations 101,963 2,083 Accounts payable 1,001,205 952,206 Other accrued liabilities 118,691 116,789 --------------- ---------------- Total current liabilities 1,221,859 1,074,078 --------------- ---------------- Long-term obligations, less current portion 257,943 209,202 Deferred tax and other liabilities 17,422 12,710 Shareholders' equity: Common Shares, without par value 368,184 360,468 Retained earnings 343,203 270,363 Common Shares in treasury, at cost (4,889) (4,011) Unamortized restricted stock awards (3,173) (3,134) --------------- ---------------- Total shareholders' equity 703,325 623,686 --------------- ---------------- Total $ 2,200,549 $ 1,919,676 =============== ================
See notes to consolidated financial statements. Page 4 5 CARDINAL HEALTH, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
Nine Months Ended -------------------------------- March 31, March 31, 1996 1995 --------------- ---------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 79,003 $ 74,638 Adjustments to reconcile net earnings to net cash from operations: Depreciation and amortization 19,219 15,890 Provision for bad debts 7,817 6,867 Change in operating assets and liabilities, net of effects from acquisitions: Increase in trade and finance notes receivable (40,381) (135,800) Increase in merchandise inventories (160,830) (173,461) Increase in accounts payable 48,999 68,202 Other operating items, net (8,397) 6,782 --------------- ---------------- Net cash used in operating activities (54,570) (136,882) --------------- ---------------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of subsidiary, net of cash acquired (15,784) Proceeds from sale of property and equipment 613 Additions to property and equipment (50,285) (22,221) Purchase of marketable securities available for sale (88,034) (157,428) Proceeds from sale of marketable securities available for sale 120,846 117,308 --------------- ---------------- Net cash used in investing activities (16,860) (78,125) --------------- ---------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net short-term borrowing activity (3,000) 92,000 Reduction of long-term obligations (2,462) (3,698) Proceeds from long-term obligations 150,000 Issuance costs of long-term obligations (1,277) Proceeds from issuance of Common Shares 2,357 72,304 Tax benefit of stock options 4,500 16,362 Dividends paid on Common shares (6,163) (6,758) Purchase of treasury shares (571) (3,903) --------------- ---------------- Net cash provided by financing activities 143,384 166,307 --------------- ---------------- NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 71,954 (48,700) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 42,525 58,053 --------------- ---------------- CASH AND EQUIVALENTS AT END OF PERIOD $ 114,479 $ 9,353 =============== ================
See notes to consolidated financial statements. Page 5 6 CARDINAL HEALTH, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1. The consolidated financial statements of the Company include the accounts of all majority-owned subsidiaries and all significant intercompany amounts have been eliminated. The consolidated financial statements contained herein have been restated to give retroactive effect to the merger of a wholly-owned subsidiary of the Company with and into Medicine Shoppe International, Inc. ("Medicine Shoppe"), on November 13, 1995, which business combination was accounted for under the pooling-of-interests method (see Note 3). These consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by generally accepted accounting principles for interim reporting. In the opinion of management, all adjustments necessary for a fair presentation have been included. All such adjustments are of a normal and recurring nature. The consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and related notes for the fiscal years ended June 30, 1995, 1994 and March 31, 1993 contained in the Company's report on Form 8-K, dated January 10, 1996. The financial statements contained in the Form 8-K were restated for the business combination with Medicine Shoppe (see Note 3). Note 2. Net earnings per Common Share are based on the weighted average number of Common Shares outstanding during each period and the dilutive effect of stock options from the date of grant, computed using the treasury stock method. Note 3. Effective November 13, 1995, a wholly-owned subsidiary of the Company was merged with and into Medicine Shoppe. The Medicine Shoppe merger was accounted for as a pooling-of-interests business combination. The Company issued 6,425,717 Common Shares to Medicine Shoppe shareholders. In addition, Medicine Shoppe's outstanding stock options were converted into options to purchase approximately 121,000 Common Shares. In the second quarter of fiscal 1996, the Company recorded a nonrecurring charge to reflect estimated Medicine Shoppe merger costs of approximately $16.4 million ($11.8 million net of tax), which includes approximately $6.2 million for anticipated investment advisor, banking, legal, accounting, and other related transaction fees and costs associated with the Medicine Shoppe merger and approximately $10.2 million related to revaluation of certain operating assets, integrating operations and implementing efficiencies with regard to information systems, customer systems, marketing programs and administrative functions. Certain Medicine Shoppe merger cost amounts are based upon estimates of costs to be incurred and actual costs may differ from these estimates. As of March 31, 1996, the Company has incurred gross Medicine Shoppe merger costs of approximately $6.2 million. Page 6 7 The following pro forma results for nine months ended March 31, 1996 are presented excluding the Medicine Shoppe merger costs of approximately $16.4 million ($11.8 million net of tax). This information is presented to facilitate meaningful comparisons to ongoing operations and to other companies (in thousands, except per share amounts).
Nine Months Ended ---------------------------------------------------------------- Percentage Percentage March 31, of Net March 31, of Net 1996 Revenues 1995 Revenues ------------------ ------------ ------------------ ------------ Operating earnings $ 162,973 2.55% $ 137,859 2.36% Net earnings $ 90,803 1.42% $ 74,638 1.28% Net earnings per Common Share: Primary $ 1.85 $ 1.54 Fully diluted $ 1.85 $ 1.54
The differences between the above results and those reported in the Consolidated Statements of Earnings are due solely to the assumed elimination of the Medicine Shoppe merger costs of approximately $16.4 million ($11.8 million net of tax). Note 4. During the nine months ended March 31, 1996, the Company incurred costs associated with the Company's February 7, 1994 merger with Whitmire Distribution Corporation ("Whitmire") of approximately $7.3 million and as of March 31, 1996 had incurred aggregate costs of approximately $34.2 million. The estimated remaining Whitmire merger costs to be incurred are approximately $1.7 million at March 31, 1996, and the Company's current estimates of the Whitmire merger costs ultimately to be incurred are not materially different than the amounts originally recorded. The Company anticipates that the remainder of these costs will be expended during fiscal 1996. Note 5. On July 1, 1994, the Company acquired all of the outstanding stock of Humiston-Keeling, Inc., a drug wholesaler based in Calumet City, Illinois, for cash of $33,334,000 in a transaction accounted for by the purchase method. Had the purchase occurred at the beginning of fiscal 1994, operating results on a pro forma basis would not have been significantly different. Note 6. On July 18, 1994, the Company issued approximately 944,000 Common Shares in a merger transaction for all of the common shares of Behrens Inc. ("Behrens"), a drug wholesaler based in Waco, Texas. The transaction was accounted for as a pooling-of-interests business combination. The impact of the Behrens merger, on both an historical and pro forma basis, is not significant. Accordingly, prior periods have not been restated for the Behrens merger. Note 7. On September 26, 1994, 8,050,000 of the Company's Common Shares were sold pursuant to a public offering. Approximately 1,867,000 Common Shares (the "Issued Shares") were sold by the Company, and approximately 6,183,000 Common Shares (the "Existing Shares") were sold by certain shareholders of the Company. Net proceeds received by the Company from the sale of the Issued Shares of approximately $70 million were used to finance working capital growth and for other general corporate purposes. The Company did not receive any of the proceeds from the sale of the Existing Shares. Note 8. On January 23, 1996, the Company sold $150 million of 6% Notes due 2006 (the "6% Notes") in a public offering. The 6% Notes represent unsecured obligations of the Company, are not redeemable prior to maturity and are not subject to a sinking fund. Issuance costs of approximately $1.3 million incurred in connection with the offering will be amortized on a straight-line basis over the period the 6% Notes will be outstanding. The Company plans to use the proceeds of this sale for general corporate purposes, which may include repayment of bank lines of credit and other maturing debt, working capital growth, capital expenditures, and acquisitions. Page 7 8 Note 9. On February 7, 1996, the Company announced that it had entered into a definitive merger agreement with Pyxis Corporation ("Pyxis") pursuant to which Pyxis will become a wholly-owned subsidiary of the Company in a stock-for-stock merger intended to be tax-free and accounted for as a pooling-of-interests for financial reporting purposes. In connection with the merger, the Company estimates that it will issue approximately 15.0 million Company Common Shares. Under the terms of the merger agreement, shareholders of Pyxis will receive 0.406557 Company Common Shares for each share of Pyxis they own at the time the transaction is consummated. In addition, pursuant to the terms of the merger agreement, options for Pyxis common stock will be converted into equivalent options for approximately 1.6 million Company Common Shares, based upon the exchange ratio. In connection with the transaction, Pyxis has granted the Company an option to purchase a number of shares of Pyxis common stock equal to 19.9% of the number of shares currently outstanding, exercisable upon the occurrence of certain events. Special meetings of the shareholders of both the Company and Pyxis were held on April 26, 1996, at which the transaction was approved. Page 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Management's discussion and analysis presented below has been prepared to give retroactive effect to the pooling-of-interest business combination with Medicine Shoppe on November 13, 1995 (see Note 3 of "Notes to Consolidated Financial Statements"). This discussion and analysis is concerned with material changes in financial condition and results of operations for the Company's consolidated balance sheets as of March 31, 1996 and June 30, 1995, and for the consolidated statements of earnings for the three and nine month periods ended March 31, 1996 and March 31, 1995. RESULTS OF OPERATIONS Net Revenues. Net revenues increased 10% for the third quarter of fiscal 1996 and 9% for the nine-month period ended March 31, 1996. The increase in the third quarter and the nine-month period is primarily due to internal revenue growth from wholesaling activities, resulting from increased sales to existing customers and the addition of new customers (primarily in the managed care and chain sectors) as well as price increases. The revenue growth rate is lower than historical averages due in large part to unusually high revenue growth rates in the same periods of the prior year (31% in the third quarter and 38% for the nine-month period of fiscal 1995) and to the Company's focus on customers that meet certain performance objectives. Gross Margin. As a percentage of net revenues, gross margin for the third quarter decreased slightly to 6.85% from 6.90% for the comparative quarter. For the nine-month period, gross margin increased to 6.54% from 6.44% in the prior year. Gross margin was positively affected in both periods by expanded merchandising and marketing programs with customers and suppliers. Conversely, gross margin was negatively affected by lower selling margin rates, reflecting a highly competitive market and a greater mix of high volume customers, where a lower cost of distribution and better asset management enable the Company to offer lower selling margins. Selling, General and Administration Expenses. Selling, general and administrative expenses as a percentage of net revenues improved to 3.82% and 3.99%, for the three and nine month periods ended March 31, 1996, respectively, from 4.08% for both of the prior periods. The improvement in the third quarter reflects the economies associated with the Company's revenue growth, as well as productivity improvements resulting in part from management information system enhancements. Unusual Item - Merger Costs. In the second quarter of fiscal 1996, the Company recorded a nonrecurring charge to reflect the estimated Medicine Shoppe merger costs of approximately $16.4 million ($11.8 million, net of tax). See further discussion in Note 3 of "Notes to Consolidated Financial Statements." Provision for Income Taxes. The Company's effective tax rate increased for the nine-months ended March 31, 1996 compared to the prior year due primarily to certain nondeductible Medicine Shoppe merger costs recorded in the second quarter of fiscal 1996. LIQUIDITY AND CAPITAL RESOURCES Working capital increased to $731.6 million at March 31, 1996 from $636.0 million at June 30, 1995. This increase included additional investments in merchandise inventories and trade receivables of $160.8 million and $30.8 million, respectively, and a decrease in notes payable, banks of $3.0 million. Offsetting the increase in working capital were a decrease in marketable securities available for sale of $25.7 million, and increases in accounts payable of $49.0 million and the current portion of long-term debt of $99.9 million. The increases in merchandise inventories and accounts payable, as well as the decreases in marketable securities available for sale and notes payable, banks reflect the timing of seasonal inventory purchases and the related payments. The increase in trade receivables primarily reflects the growth of the Company's net revenues (see "Net Revenues" above) and the increase in direct deliveries to customer warehouses relative to the timing of cash receipts for these deliveries. The increase in the current portion of long-term debt is due to the Company's $100 million 8% notes which are due March, 1997. Property and equipment, at cost increased by $45.4 million from June 30, 1995. The property acquired included increased investment in management information systems and customer support systems, as well as the construction and automation of distribution facilities. Page 9 10 Shareholders' equity increased to $703.3 million at March 31, 1996 from $623.7 million at June 30, 1995 primarily due to net earnings of $79.0 million during the nine month period ended March 31, 1996. On January 23, 1996, the Company sold $150 million of 6% Notes, due 2006 in a public offering. See further discussion in Note 8 of "Notes to Consolidated Financial Statements." The Company believes that it has adequate capital resources at its disposal to meet currently anticipated capital expenditures, routine business growth and expansion, and current and projected debt service. OTHER On February 7, 1996, the Company announced that it had entered into a definitive merger agreement with Pyxis Corporation ("Pyxis") pursuant to which Pyxis will become a wholly-owned subsidiary of the Company in a stock-for-stock merger intended to be tax-free and accounted for as a pooling-of-interests for financial reporting purposes. In connection with the merger, the Company estimates that it will issue approximately 15.0 million Company Common Shares. Under the terms of the merger agreement, shareholders of Pyxis will receive 0.406557 Company Common Shares for each share of Pyxis they own at the time the transaction is consummated. In addition, pursuant to the terms of the merger agreement, options for Pyxis common stock will be converted into equivalent options for approximately 1.6 million Company Common Shares, based upon the exchange ratio. In connection with the transaction, Pyxis has granted the Company an option to purchase a number of shares of Pyxis common stock equal to 19.9% of the number of shares currently outstanding, exercisable upon the occurrence of certain events. Special meetings of the shareholders of both the Company and Pyxis were held on April 26, 1996, at which the transaction was approved. Page 10 11 PART II. OTHER INFORMATION Item 1: Legal Proceedings In November 1993, Cardinal and Whitmire were each named as defendants in a series of purported class action antitrust lawsuits which were later consolidated and transferred by the Judicial Panel for Multi-District Litigation to the United States District Court for the Northern District of Illinois (the "Brand Name Prescription Drug Litigation"). Subsequent to the consolidation, a new consolidated complaint ("amended complaint") was filed which included allegations that the wholesaler defendants, including Cardinal and Whitmire, conspired with manufacturers to inflate prices by using a chargeback pricing system. Cardinal and Whitmire filed an answer denying the allegations in the amended complaint. In addition to the federal court case described above, Whitmire has been named as a defendant in a series of state court cases alleging similar claims under various state laws regarding the sale of brand name prescription drugs. Effective October 26, 1994, the Company entered into a Judgment Sharing Agreement in the Brand Name Prescription Drug Litigation with other wholesaler and pharmaceutical manufacturer defendants. Under the Judgment Sharing Agreement: (a) the manufacturer defendants agreed to reimburse the wholesaler defendants for litigation costs incurred, up to an aggregate of $9 million; and (b) if a judgment is entered against both manufacturers and wholesalers, the total exposure for joint and several liability of the Company is limited to the lesser of 1% of such judgment or one million dollars. In addition, the Company has released any claims which it might have had against the manufacturers for the claims presented by the plaintiffs in the Brand Name Prescription Drug Litigation. The Judgment Sharing Agreement covers the federal court litigation as well as the cases which have been filed in various state courts. On December 15, 1994, the plaintiffs filed a motion to declare the Judgment Sharing Agreement unenforceable. On April 10, 1995, the court denied that motion and ruled that the Judgment Sharing Agreement is valid and enforceable. The plaintiffs filed a motion for reconsideration of the court's April 10, 1995 ruling, and the court denied that motion and reaffirmed its earlier decision on April 24, 1995. On November 9, 1995, the Company along with the other wholesaler defendants filed a motion for summary judgment in the Brand Name Prescription Drug Litigation. On April 4, 1996, summary judgment was granted in favor of the Company and the other wholesaler defendants. The plaintiffs have indicated that they plan to appeal this decision. The Company believes that both federal and state allegations against Cardinal and Whitmire are without merit, and it intends to contest such allegations vigorously. The Company does not believe that the outcome of these lawsuits will have a material adverse effect on the Company's financial condition or results of operations. Cardinal, Pyxis (which has entered into a merger agreement and a stock option agreement with Cardinal) and the directors of Pyxis have been named as defendants in four purported class action lawsuits (the "Stockholder Actions") filed in connection with the proposed merger of Pyxis with a wholly-owned subsidiary of Cardinal in the Court of Chancery, County of New Castle, State of Delaware. The Stockholder Actions allege that the defendants breached their fiduciary duties to the public stockholders of Pyxis: by agreeing to sell Pyxis at an unfair and inadequate price; by agreeing to the granting of the option with respect to Pyxis common shares pursuant to Pyxis' stock option agreement with Cardinal, which is alleged to preclude any superior proposal for the acquisition of Pyxis; by agreeing to an allegedly unfair exchange ratio; and by agreeing to the proposed merger without having conducted an "auction process or active market check." Each of the Stockholder Actions is brought on behalf of a purported class of persons consisting of the stockholders of Pyxis, other than defendants. As relief, the Stockholder Actions seek, among other things, an order enjoining consummation of the proposed merger, or, in the event it is consummated, rescission of the merger, and an award of "rescissory and/or compensatory damages" in an unspecified amount. The Company believes that the complaints in the Stockholder Actions are without merit. The Company also becomes involved from time to time in ordinary routine litigation incidental to its business, none of which is expected to have any material adverse effect on the Company's financial condition or results of operations. Page 11 12 Item 6: Exhibits and Reports on Form 8-K: (a) Listing of Exhibits: Exhibit 2.01 Agreement and Plan of Merger, dated as of February 7, 1996, by and among the Registrant, Aztec Merger Corp. and Pyxis Corporation (1) Exhibit 4.01 Indenture between the Registrant and Bank One, Indianapolis, NA relating to the Registrant's 6 1/2% Notes due 2004 and 6% Notes due 2006. (2) Exhibit 11.01 Computation of Per Share Earnings. Exhibit 27.01 Financial Data Schedule. -------------------------- (1) Included as an exhibit to the Registrant's Schedule 13D reporting Registrant's beneficial ownership of shares of Pyxis Corporation (No. 5-43690) and incorporated herein by reference. (2) Included as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 (No. 0-12591) and incorporated herein by reference. The referenced Indenture was entered into prior to the quarter for which this Form 10-Q is being filed. However, during the quarter ended March 31, 1996, the Company issued 6% Notes due 2006 pursuant to the terms of such Indenture. (b) Reports on Form 8-K: On January 11, 1996 the Company filed a report on Form 8-K, under Item 5, announcing that it was filing under Item 7 restated supplemental consolidated financial statements pursuant to Part I, Item 11 (b)(iii) of Form S-3 in conjunction with the Company's shelf registration statements previously filed on Form S-3 (file No. 33-57223 and No. 33-62198). Page 12 13 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 thereunto duly authorized. CARDINAL HEALTH, INC. Date: April 29, 1996 By: /s/ Robert D. Walter -------------------- Robert D. Walter Chairman and Chief Executive Officer By: /s/ David Bearman -------------------- David Bearman Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Page 13 EX-11.01 2 EXHIBIT 11.01 1 Exhibit 11.01 CARDINAL HEALTH, INC. COMPUTATION OF PER SHARE EARNINGS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Fiscal Quarter Ended Nine Months Ended ------------------------------- -------------------------------- March 31, March 31, March 31, March 31, 1996 1995 1996 1995 --------------- --------------- --------------- --------------- PRIMARY: Net earnings $ 36,797 $ 29,986 $ 79,003 $ 74,638 =============== =============== =============== =============== Average shares outstanding 48,663 48,254 48,568 47,309 Dilutive effect of stock options 494 916 492 1,169 --------------- --------------- --------------- --------------- Weighted average number of Common Shares outstanding 49,157 49,170 49,060 48,478 =============== =============== =============== =============== Primary earnings per Common Share $ 0.75 $ 0.61 $ 1.61 $ 1.54 =============== =============== =============== =============== FULLY DILUTED: Net earnings $ 36,797 $ 29,986 $ 79,003 $ 74,638 =============== =============== =============== =============== Average shares outstanding 48,663 48,254 48,568 47,309 Dilutive effect of stock options 561 924 532 1,213 --------------- --------------- --------------- --------------- Weighted average number of Common Shares outstanding 49,224 49,178 49,100 48,522 =============== =============== =============== =============== Fully diluted earnings per Common Share $ 0.75 $ 0.61 $ 1.61 $ 1.54 =============== =============== =============== ===============
Page 14 EX-27.01 3 EXHIBIT 27.01
5 1,000 9-MOS JUN-30-1996 JUL-01-1995 MAR-31-1996 114,479 15,001 592,486 (39,923) 1,232,641 1,953,471 228,727 (98,477) 2,200,549 1,221,859 257,943 368,184 0 0 335,141 2,200,549 6,381,569 6,381,569 5,964,137 5,964,137 254,459 0 (14,278) 136,935 57,932 79,003 0 0 0 79,003 1.61 1.61
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