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Extendible Commercial Notes Announcement [GOLDMAN SACHS LOGO]
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DRAFT\CARDINAL-ECN 11-14-00
CARDINAL HEALTH, INC.
PRIVATE PLACEMENT OF EXTENDIBLE COMMERCIAL NOTES
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES
THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT IT
HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE ISSUER
AND THE NOTES, THAT IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY
DISTRIBUTION THEREOF AND THAT IT IS (A) AN INSTITUTIONAL INVESTOR THAT IS AN
ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT (AN
"INSTITUTIONAL ACCREDITED INVESTOR") AND THAT EITHER IS PURCHASING NOTES FOR ITS
OWN ACCOUNT, IS A U.S. BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A
SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION
3(a)(5)(A) OF THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR IS A
FIDUCIARY OR AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION)
PURCHASING NOTES FOR ONE OR MORE ACCOUNTS EACH OF WHICH IS SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR OR (B) A QUALIFIED INSTITUTIONAL BUYER ("QIB") WITHIN THE
MEANING OF RULE 144A UNDER THE ACT THAT IS ACQUIRING NOTES FOR ITS OWN ACCOUNT
OR FOR ONE OR MORE OTHER ACCOUNTS, EACH OF WHICH IS A QIB AND WITH RESPECT TO
EACH OF WHICH THE PURCHASER HAS SOLE INVESTMENT DISCRETION; AND THE PURCHASER
ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY RELY UPON THE EXEMPTION FROM
THE REGISTRATION PROVISIONS OF SECTION 5 OF THE ACT PROVIDED BY RULE 144A. BY
ITS ACCEPTANCE OF A NOTE, THE PURCHASER THEREOF SHALL ALSO BE DEEMED TO AGREE
THAT ANY RESALE OR OTHER TRANSFER THEREOF WILL BE MADE ONLY (A) IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE ACT, EITHER (1) TO THE ISSUER OR TO GOLDMAN,
SACHS & CO. OR ANOTHER PERSON DESIGNATED BY THE ISSUER AS A PLACEMENT AGENT FOR
THE NOTES (COLLECTIVELY, THE "PLACEMENT AGENTS"), NONE OF WHICH SHALL HAVE ANY
OBLIGATION TO ACQUIRE SUCH NOTE, (2) THROUGH A PLACEMENT AGENT TO AN
INSTITUTIONAL ACCREDITED INVESTOR OR A QIB OR (3) TO A QIB IN A TRANSACTION THAT
MEETS THE REQUIREMENTS OF RULE 144A AND (B) IN MINIMUM AMOUNTS OF $250,000.
RATINGS: AS OF NOVEMBER __, 2000
Extendible Commercial Notes Commercial Paper Long-Term Debt
S&P A-1 A-1 A
Moody's P-1 P-1 A2
Fitch F1 F1 A
Ratings are not a recommendation to purchase, hold or sell Notes, inasmuch
as the ratings do not comment as to market price or suitability for a
particular investor. The ratings are based on current information
furnished to the rating agencies by the Company and information obtained
by the rating agencies from other sources. The ratings are only accurate
as of the date above and may be changed, superseded or withdrawn as a
result of changes in, or unavailability of, such information, and
therefore, a prospective purchaser should check the current ratings before
purchasing Notes.
Goldman, Sachs & Co.
November 2000
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CARDINAL HEALTH, INC.
TERMS OF EXTENDIBLE COMMERCIAL NOTES
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Issuer: Cardinal Health, Inc. (the "Company")is a leading
provider of services supporting healthcare. The
Company and its subsidiaries provide a broad array
of complementary products and services to health
care providers and manufacturers to help them
improve the efficiency and quality of health care,
including pharmaceutical distribution, health care
product manufacturing, distribution and consulting
services, drug delivery systems development,
pharmaceutical packaging and repackaging,
automated dispensing systems, manufacturing,
hospital pharmacy management, retail pharmacy
franchising, and health care information systems
development.
Incorporated in: Ohio
Securities: Unsecured notes (the "Notes").
Offering Price: Par less a discount representing an
interest factor for the period from the date of
issue to (but excluding) the Initial Redemption
Date, as defined below.
Minimum Purchase: $250,000 minimum principal amount.
Initial Redemption Date: Not more than 90 days from date of issue.
Final Maturity Date: 390 days from date of issue, or if such
day is not a Business Day (as defined in the
Notes), on the next succeeding Business Day.
Initial Redemption: Notes may not be redeemed prior to the
Initial Redemption Date. The Notes will be
redeemed (in whole but not in part) by the Company
on the Initial Redemption Date at 100% of
principal amount, unless the Company delivers to
the issuing and paying agent for the Notes (the
"Paying Agent") by 11:00 a.m. on the Initial
Redemption Date a notice that it has elected not
to redeem the Notes. THERE CAN BE NO ASSURANCE
THAT THE COMPANY WILL REDEEM THE NOTES ON THE
INITIAL REDEMPTION DATE OR AT ANY OTHER TIME PRIOR
TO THE FINAL MATURITY DATE.
Interest: The Notes will not bear interest from the date of
issue to the Initial Redemption Date. If Notes are
not redeemed on the Initial Redemption Date, such
Notes will bear interest from the Initial
Redemption Date at a floating rate of interest
(the "Reset Rate") calculated as set forth below
under "Reset Rate". For each Interest Period,
interest will accrue from (and including) the
first day of such Interest Period to (but
excluding) the last day of such Interest Period at
the Reset Rate for such Interest Period.
Interest Period: Each successive one month period following
the Initial Redemption Date.
Interest Payment Dates: The first day of each next succeeding Interest
Period.
Reset Rate: The Reset Rate for each Interest Period will be
a per annum rate equal to the greater of (1) the
Specified Percentage (set forth in the table
below) of LIBOR (as defined below) for such
Interest Period and (2) LIBOR for such Interest
Period plus the Minimum Margin (set forth in the
table below). The Specified Percentage and Minimum
Margin will be determined based on the Prevailing
Ratings (as defined below), as follows:
Prevailing Rating
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Standard Specified Minimum
& Poor's Moody's Percentage Margin
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A-1+ P-1 110% 0.25%
A-1 P-1 115% 0.50%
A-2 P-2 130% 1.50%
A-3 P-3 150% 2.50%
Lower than A-3 Lower than P-3 175% 4.00%
(or rating (or rating
discontinued) discontinued)
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CARDINAL HEALTH, INC.
If the Prevailing Ratings would indicate different
Specified Percentages and Minimum Margins as a
result of split ratings assigned to the Company,
the Specified Percentage and Minimum Margin shall
be the arithmetic average thereof.
Prevailing Ratings: The Company's short-term debt ratings
assigned by Standard and Poor's ("S&P") and
Moody's Investors Service, Inc. ("Moody's") or any
comparable future designation by any successor
rating agency; provided, however, that, if at the
time of any determination S&P or Moody's has
announced that the Company's short-term debt
ratings are on S&P's CreditWatch (negative) or on
review for downgrade by Moody's, then the
Prevailing Rating from such agency shall not be
the rating then assigned by such agency but
instead will be the next lower rating of such
agency. The Prevailing Ratings for each Interest
Period will be the ratings assigned to the Company
as of 11:00 a.m. on the first day of such Interest
Period.
LIBOR: One month LIBOR, as defined in the Notes. LIBOR
for each Interest Period will be determined by the
Calculation Agent on the second LIBOR Business Day
(as defined in the Notes) prior to the first day
of such Interest Period.
Subsequent Redemption: After the Initial Redemption Date, Notes will be
redeemable at the option of the Company at any
time on not less than five nor more than 25 days'
notice at a redemption price equal to 100% of the
principal amount together with accrued and unpaid
interest to the date of redemption.
Events of Default: In the event of the occurrence, on or after the
Initial Redemption Date, of (i) default in any
payment of principal of or interest on a Note
(including on a redemption of a Note on the
Initial Redemption Date); or (ii) certain events
involving bankruptcy, insolvency or reorganization
of the Company, then in any such case the
principal amount of each obligation evidenced by
such Note (together with any accrued and unpaid
interest thereon) shall be due and payable
immediately.
Settlement: Unless otherwise agreed to, same day basis, in
immediately available funds.
Issuing and Paying Agent: Bank One, N.A.
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CARDINAL HEALTH, INC.
HOW TO GET INFORMATION ABOUT THE COMPANY
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The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports,
proxy statements and certain other public information ("SEC Filings") with the
Securities and Exchange Commission (the "SEC"). Certain SEC Filings are
available via electronic means including the Internet
(http://www.sec.gov/cgi-bin/srch-edgar) and Bloomberg Business News. All SEC
Filings can be inspected and copied at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549 and at certain Regional Offices of the SEC. Copies of SEC Filings can be
obtained by mail from the Public Reference Section of the SEC, Washington, D.C.
20549 at prescribed rates. The Company is offering the opportunity to each
prospective purchaser, prior to purchasing any Notes, to ask questions of, and
receive answers from, the Company and to obtain relevant information to the
extent the Company possesses the same or can acquire it without unreasonable
effort or expense. To ask any such questions or request additional information
regarding the offering or the Company contact: Donna Brandin, Treasurer,
Cardinal Health, Inc., 7000 Cardinal Place, Dublin, Ohio 43017, (614) 757-5505.
To ask any other questions, contact the Money Markets Investor Services Group at
Goldman, Sachs & Co., (212) 902-8470.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION
OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NEITHER
GOLDMAN, SACHS & CO. NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION OR
WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED OR
REFERRED TO HEREIN.
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