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
August 23, 1997
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
CARDINAL HEALTH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
OHIO 0-12591 31-0958666
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
5555 GLENDON COURT, DUBLIN, OHIO 43016
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(614) 717-5000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 5. OTHER EVENTS
On August 24, 1997, Cardinal Health, Inc.
("Cardinal"), and Bergen Brunswig Corporation ("Bergen")
announced that they have entered into an Agreement and Plan
of Merger, dated as of August 23, 1997 (the "Merger
Agreement"), pursuant to which Bruin Merger Corp., a newly
formed wholly owned subsidiary of Cardinal, will be merged
with and into Bergen (the "Merger"). Under the terms of
the Merger Agreement, shareholders of Bergen will receive
0.7750 of a Cardinal Common Share for each share of Bergen
Common Stock they hold. The Merger is intended to be tax-
free and to qualify as a pooling of interests for financial
reporting purposes. Consummation of the transaction is
subject to the satisfaction of certain conditions, including
approvals by the shareholders of Bergen and Cardinal and
receipt of certain regulatory approvals. The Merger
Agreement is filed as Exhibit 99.1 hereto and is incorporated
herein by reference. The foregoing description of the Merger
Agreement is qualified in its entirety by reference to such
Exhibit.
In connection with the execution of the Merger
Agreement, Bergen and Cardinal entered into a Stock Option
Agreement, dated August 23, 1997, pursuant to which Bergen
granted Cardinal an option, exercisable under certain
circumstances specified in such agreement, to purchase up to
10,028,163 shares of Bergen Common Stock (approximately 19.9%
of the outstanding shares of Bergen Common Stock, without
giving effect to the exercise of the option), at a purchase
price of $48.29 per share. The Stock Option Agreement is
filed as Exhibit 99.2 hereto and is incorporated herein by
reference. The foregoing description of the Stock Option
Agreement is qualified in its entirety by reference to such
Exhibit.
In connection with the execution of the Merger
Agreement, Mr. Robert E. Martini, Chairman of Bergen, entered
into a Support/Voting Agreement, dated August 23, 1997, with
Cardinal, pursuant to which Mr. Martini agreed to take
certain actions in connection with the proposed Merger,
including voting the shares of Bergen Common Stock
beneficially owned by him in favor of the Merger at any
meeting of shareholders held to consider the Merger. Mr.
Martini beneficially owns approximately 5.5% of the
outstanding shares of Bergen Common Stock. The
Support/Voting Agreement is filed as Exhibit 99.3 hereto and
is incorporated herein by reference. The foregoing
description of the Support/Voting Agreement is qualified in
its entirety by reference to such Exhibit.
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits.
The following exhibits are filed as part of this
report:
99.1 Agreement and Plan of Merger, dated as of August
23, 1997, by and among Cardinal Health, Inc.,
Bergen Brunswig Corporation and Bruin Merger Corp.
99.2 Stock Option Agreement, dated August 23, 1997, by
and between Cardinal Health, Inc. and Bergen
Brunswig Corporation.
99.3 Support/Voting Agreement, dated August 23, 1997, by
and between Robert E. Martini and Cardinal Health,
Inc.
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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: August 25, 1997 By:/s/ George H. Bennett, Jr.
George H. Bennett, Jr.
Executive Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
Exhibit
Number Description
99.1 Agreement and Plan of Merger, dated as of August
23, 1997, by and among Cardinal Health, Inc.,
Bergen Brunswig Corporation and Bruin Merger Corp.
99.2 Stock Option Agreement, dated August 23, 1997, by
and between Cardinal Health, Inc. and Bergen
Brunswig Corporation.
99.3 Support/Voting Agreement, dated August 23, 1997, by
and between Robert E. Martini and Cardinal Health,
Inc.