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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 14, 2001
Cardinal Health, Inc.
(Exact Name of Registrant as Specified in Charter)
Ohio 0-12591 31-0958666
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
7000 Cardinal Place
Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
(614) 757-5000
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 14, 2001, Cardinal Health, Inc., an Ohio corporation
("Cardinal"), completed the previously announced merger (the "Merger") of
Bindley Western Industries, Inc., an Indiana corporation ("Bindley Western"),
and Brick Merger Corp., an Indiana corporation and a wholly owned subsidiary of
Cardinal ("Merger Sub"), resulting in Bindley Western becoming a wholly owned
subsidiary of Cardinal. Pursuant to the Agreement and Plan of Merger, dated as
of December 2, 2000, by and among Cardinal, Merger Sub and Bindley Western, each
outstanding share of Bindley Western common stock, par value $0.01 per share,
was converted into the right to receive 0.4275 (the "Exchange Ratio") Cardinal
common shares, no par value ("Cardinal Common Shares"), in the Merger, with
Cardinal issuing approximately 16.9 million Cardinal Common Shares on a fully
diluted basis. The Exchange Ratio was determined by arm's-length negotiations
between Bindley Western and its advisors and Cardinal and its advisors.
Additional information concerning the Merger and the transactions
related thereto (including pro forma financial information and historical
Bindley Western financial information) is contained in Cardinal's Registration
Statement on Form S-4 (Registration Number 333-53394) previously filed with the
Securities and Exchange Commission on January 8, 2001.
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SIGNATURE
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.
Dated: February 15, 2001 By: /s/ Steven Alan Bennett
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Steven Alan Bennett
Executive Vice President,
General Counsel and Secretary
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