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 December 31, 1995 Commission File Number 0-12591
Cardinal Health, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 31-0958666
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(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
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The number of Registrant's Common Shares outstanding at January 25, 1996 was as
follows:
Common Shares, without par value: 48,652,104
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CARDINAL HEALTH, INC. AND SUBSIDIARIES
Index *
Page No.
Part I. Financial Information:
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Item 1. Financial Statements
Consolidated Statements of Earnings for the Fiscal Quarter and Six
Months Ended December 31, 1995 and December 31, 1994 . . . . . . . . . . . . . 3
Consolidated Balance Sheets at December 31, 1995 and
June 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows for the Six Months Ended
December 31, 1995 and December 31, 1994 . . . . . . . . . . . . . . . . . . . 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 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . 11-12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . 12
* Items deleted are inapplicable.
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PART I. FINANCIAL INFORMATION
CARDINAL HEALTH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Fiscal Quarter Ended Six Months Ended
----------------------------- -----------------------------
December 31, December 31, December 31, December 31,
1995 1994 1995 1994
------------- -------------- ------------ --------------
Net revenues $ 2,131,627 $ 1,999,267 $ 4,178,765 $ 3,831,395
Cost of products sold 1,995,133 1,875,640 3,912,259 3,593,686
------------- ------------- ------------- --------------
Gross margin 136,494 123,627 266,506 237,709
Selling, general and administrative expenses 83,125 78,824 170,342 156,182
Unusual item, merger costs (16,374) (16,374)
-------------- -------------- ------------- --------------
Operating earnings 36,995 44,803 79,790 81,527
Other income (expense):
Interest expense (4,101) (4,390) (8,241) (8,246)
Other, net -- primarily interest income 2,174 2,014 3,542 2,613
-------------- -------------- ------------- --------------
Earnings before income taxes 35,068 42,427 75,091 75,894
Provision for income taxes 16,354 17,485 32,885 31,242
-------------- -------------- ------------- --------------
Net earnings $ 18,714 $ 24,942 $ 42,206 $ 44,652
============== ============== ============= ==============
Net earnings per Common Share:
Primary $ 0.38 $ 0.51 $ 0.86 $ 0.93
Fully diluted $ 0.38 $ 0.51 $ 0.86 $ 0.93
Weighted average number of Common
Shares outstanding:
Primary 49,349 49,149 49,275 48,132
Fully diluted 49,353 49,194 49,317 48,194
See notes to consolidated financial statements.
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CARDINAL HEALTH, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS)
December 31, June 30,
1995 1995
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ASSETS
Current assets:
Cash and equivalents $ 27,057 $ 42,525
Marketable securities available for sale 7,852 40,695
Trade receivables 609,353 529,672
Merchandise inventories 1,198,340 1,071,811
Prepaid expenses and other 30,935 25,472
--------------- --------------
Total current assets 1,873,537 1,710,175
--------------- --------------
Property and equipment, at cost 213,828 183,287
Accumulated depreciation and amortization (95,162) (86,205)
--------------- --------------
Property and equipment, net 118,666 97,082
Other assets:
Marketable securities available for sale 7,118
Finance notes and accrued interest receivable, net 28,293 27,278
Other 81,088 78,023
--------------- --------------
Total $ 2,101,584 $ 1,919,676
=============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable, banks $ 25,000 $ 3,000
Current portion of long-term obligations 1,995 2,083
Accounts payable 1,072,081 952,206
Other accrued liabilities 113,825 116,789
--------------- --------------
Total current liabilities 1,212,901 1,074,078
--------------- --------------
Long-term obligations, less current portion 208,690 209,202
Other liabilities 13,176 12,710
Shareholders' equity:
Common Shares, without par value 366,200 360,468
Retained earnings 307,854 270,363
Common Shares in treasury, at cost (4,291) (4,011)
Unamortized restricted stock awards (2,946) (3,134)
--------------- --------------
Total shareholders' equity 666,817 623,686
--------------- --------------
Total $ 2,101,584 $ 1,919,676
=============== ==============
See notes to consolidated financial statements.
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CARDINAL HEALTH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
Six Months Ended
-------------------------------
December 31, December 31,
1995 1994
-------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 42,206 $ 44,652
Adjustments to reconcile net earnings to net cash from operations:
Depreciation and amortization 12,352 10,599
Provision for bad debts 5,125 5,647
Change in operating assets and liabilities, net of effects from acquisitions:
Increase in trade and finance notes receivables (85,821) (122,105)
Increase in merchandise inventories (126,529) (204,813)
Increase in accounts payable 119,875 212,035
Other operating items, net (12,172) 2,439
-------------- ---------------
Net cash used in operating activities (44,964) (51,546)
-------------- ---------------
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 (32,316) (13,655)
Purchase of marketable securities available for sale (38,434) (152,951)
Proceeds from sale of marketable securities available for sale 78,395 103,778
-------------- ---------------
Net cash provided by (used in) investing activities 8,258 (78,612)
-------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term borrowing activity 22,000 52,800
Reduction of long-term obligations (1,358) (2,724)
Proceeds from issuance of Common Shares 1,575 71,535
Tax benefit of stock options 3,900 16,362
Dividends paid on Common Shares (4,715) (4,425)
Purchase of treasury shares (164) (2,726)
-------------- ---------------
Net cash provided by financing activities 21,238 130,822
-------------- ---------------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (15,468) 664
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 42,525 58,053
-------------- ---------------
CASH AND EQUIVALENTS AT END OF PERIOD $ 27,057 $ 58,717
============== ===============
See notes to consolidated financial statements.
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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.
During the three month period ended December 31, 1995, 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 $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 December 31, 1995, the Company has incurred gross
Medicine Shoppe merger costs of approximately $5.8 million.
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The following pro forma results for the three and six months ended
December 31, 1995 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 the drug distribution
industry (in thousands, except per share amounts).
Fiscal Quarter Ended
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December 31, Percentage December 31, Percentage
1995 of Net Sales 1994 of Net Sales
---------- ------------ ----------- -------------
Operating earnings $ 53,369 2.50% $ 44,803 2.24%
Net earnings $ 30,514 1.43% $ 24,942 1.25%
Net earnings per Common Share:
Primary $ 0.62 $ 0.51
Fully diluted $ 0.62 $ 0.51
========================================================================================================
Six Months Ended
--------------------------------------------------------------
December 31, Percentage December 31, Percentage
1995 of Net Sales 1994 of Net Sales
---------- ------------ ------------ -------------
Operating earnings $ 96,164 2.30% $ 81,527 2.13%
Net earnings $ 54,006 1.29% $ 44,652 1.17%
Net earnings per Common Share:
Primary $ 1.10 $ 0.93
Fully diluted $ 1.10 $ 0.93
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 six months ended December 31, 1995, the Company
incurred costs associated with the Company's February 7, 1994 merger
with Whitmire Distribution Corporation ("Whitmire") of approximately
$5.6 million and as of December 31, 1995 had incurred aggregate costs
of approximately $32.5 million. The estimated remaining Whitmire
merger costs to be incurred are approximately $3.4 million at
December 31, 1995, 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.
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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. Estimated issuance
costs of approximately $1.25 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.
Note 9. On February 7, 1996, the Company announced that it had entered into a
definitive 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 15.5 million Company Common Shares. Under the terms of
the 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, subject to adjustment under specified
circumstances. In addition, options for Pyxis common stock will be
converted into equivalent options for 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. The
merger is expected to be completed by early summer, subject to
approval by shareholders of both Pyxis and the Company, and the
receipt of requisite regulatory approvals.
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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 December 31, 1995 and June 30,
1995, and for the consolidated statements of earnings for the three and six
month periods ended December 31, 1995 and December 31, 1994.
RESULTS OF OPERATIONS
Net Revenues. Net revenues increased 7% for the second quarter of fiscal
1996 and 9% for the six-month period ended December 31, 1995. The increase in
the second quarter and the six-month period is primarily due to internal
revenue growth from wholesaling activities, resulting from increased sales to
existing customers, as well as the addition of new customers primarily in the
managed care and chain sectors. 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 (42% in the second quarter and 41% for the
six-month period of fiscal 1995).
Gross Margin. As a percentage of net revenues, gross margin for the second
quarter increased to 6.40% from 6.18% in the prior year. For the six-month
period, gross margin increased to 6.38% from 6.20% in the prior year. The
increases for both periods reflect increases in the Company's merchandising and
marketing revenues through expanded programs with customers and suppliers.
These increases were partially offset 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 remained relatively
stable for the six month period ended December 31, 1995 compared to the prior
year and improved to 3.90% in the second quarter of fiscal 1996 compared to
3.94% in the prior year. The improvement in the second quarter reflects the
economies associated with the Company's revenue growth, particularly with major
customers where support costs are generally lower, and lower operating costs at
Medicine Shoppe.
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 provision for income taxes
relative to pretax earnings increased in both the second quarter and six-month
periods of fiscal 1996 compared to the prior year due to certain nondeductible
Medicine Shoppe merger costs recorded in the second quarter of fiscal 1996.
LIQUIDITY AND CAPITAL RESOURCES
Working capital increased to $660.6 million at December 31, 1995 from
$636.0 million at June 30, 1995. This increase included additional investments
in merchandise inventories and trade receivables of $126.5 million and $79.7
million, respectively. Offsetting the increase in working capital were a
decrease in marketable securities available for sale of $32.8 million, and
increases in accounts payable of $120.0 million and notes payable, banks of
$22.0 million. The increases in merchandise inventories, accounts payable, and
notes payable, banks as well as the decrease in marketable securities available
for sale 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 cash receipts for these
deliveries.
Property and equipment, at cost increased by $30.5 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.
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Shareholders' equity increased to $666.8 million at December 31, 1995 from
$623.7 million at June 30, 1995 due primarily to net earnings of $42.2 million
during the six month period ending December 31, 1995.
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 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 15.5 million Company Common Shares.
Under the terms of the 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, subject to adjustment under specified circumstances.
In addition, options for Pyxis common stock will be converted into equivalent
options for 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. The merger is expected to be completed by early summer, subject
to approval by shareholders of both Pyxis and the Company, and the receipt of
requisite regulatory approvals.
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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 have 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. The motion is currently being briefed and
is scheduled for oral argument on February 22, 1996. If necessary, trial in
the federal court case is scheduled for April 11, 1996.
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.
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.
Item 2: Changes in Securities.
On November 14, 1995 the shareholders of the Company adopted an
amendment to Article FOURTH of the Company's Amended and Restated Articles of
Incorporation, as amended, which increased the number of authorized common
shares, without par value, from 60 million to 100 million.
Item 4: Submission of Matters to a Vote of Security Holders.
(a) Registrant's 1995 Annual Meeting of Shareholders was held on November
14, 1995.
(b) Proxies were solicited by Registrant's management pursuant to
Regulation 14 under the Securities Exchange Act of 1934; there was no
solicitation in opposition to management's nominees as listed in the
proxy statement; and all director nominees were elected to the class
indicated in the proxy statement pursuant to the vote of the
Registrant's shareholders.
(c) Matters voted upon at the Annual Meeting were as follows:
(1) Election of Robert L. Gerbig, George R. Manser, Jerry E. Robertson
and Melburn G. Whitmire as directors of the Company. The results
of the shareholder vote were as follows: Mr. Gerbig, 36,130,080
for, 0 against, 667,278 withheld, and 0 broker non-votes; Mr.
Manser, 36,664,752 for, 0 against, 132,606 withheld, and 0 broker
non-votes; Dr. Robertson, 36,659,019 for, 0 against, 138,339
withheld, and 0 broker non-votes; Mr. Whitmire, 36,130,399 for, 0
against, 666,959 withheld, and 0 broker non-votes.
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(2) Amendment to the Registrant's Articles of Incorporation to
increase the common shares, without par value, authorized (see
Item 2). The results of the shareholder vote were as follows:
35,453,328 for, 1,239,072 against, 104,958 withheld, and 0
broker non-votes.
(3) Adoption of the Cardinal Health, Inc. Equity Incentive Plan. The
results of the shareholder vote were as follows: 30,548,259 for,
5,989,458 against, 259,053 withheld, and 488 broker non-votes.
Item 6: Exhibits and Reports on Form 8-K:
(a) Listing of Exhibits:
Exhibit 3.01 Amended and Restated Articles of Incorporation of the
Registrant, as amended.
Exhibit 4.01 Specimen Certificate for the Registrant's Class A Common
Shares.
Exhibit 10.01 Equity Incentive Plan of the Registrant. (1)*
Exhibit 10.02 Amendment dated November 14, 1995, to Employment
Agreement dated October 11, 1993, among Whitmire
Distribution Corporation, Melburn G. Whitmire and the
Registrant, as amended. *
Exhibit 11.01 Computation of Per Share Earnings.
Exhibit 12.01 Computation of Ratio of Earnings to Fixed Charges (filed
in connection with the prospectus supplement which was
filed on January 22, 1996 to Form S-3, file No. 33-57223
and No. 33-62198).
Exhibit 27.01 Financial Data Schedule.
____________________
(1) Included as an exhibit to the Registrant's Registration Statement
on Form S-8 (No. 33-64337) and incorporated herein by reference.
* Management contract or compensation plan or arrangement.
(b) Reports on Form 8-K:
On October 24, 1995 the Company filed a Report on Form 8-K under Item
5 which set forth the results for the fiscal quarter ended September
30, 1995 as contained in the Company's press release dated October 23,
1995 which announced these results.
On November 16, 1995 the Company filed a Report on Form 8-K (which was
subsequently amended by Form 8-K/A, Amendment No. 1, filed on
January 18, 1996) under Item 2 which reported that it had completed
its merger of a wholly-owned subsidiary with and into Medicine Shoppe
International, Inc. ("Medicine Shoppe") on November 13, 1995.
Pursuant to Item 7, the Form 8-K contained the required audited
financial statements of Medicine Shoppe and the required combined
unaudited pro forma financial information of the Company and
Medicine Shoppe.
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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: February 8, 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)
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