UNITED STATES
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): OCTOBER 20, 2004
CARDINAL HEALTH, INC.
(Exact Name of Registrant as Specified in its Charter)
OHIO
(State or Other Jurisdiction of Incorporation)
1-11373 31-0958666
(Commission File Number) (IRS Employer Identification Number)
7000 CARDINAL PLACE, DUBLIN, OHIO 43017
(Address of Principal Executive Offices, Including Zip Code)
(614) 757-5000
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
The Company maintains two five-year $750 million revolving credit
facilities. These revolving credit facilities were entered into on March 27,
2003, and on March 23, 2004, respectively. These facilities are available for
general corporate purposes. On October 19, 2004, the Company borrowed
$750 million in the aggregate under these revolving credit facilities. The
Company intends to use the proceeds from this borrowing for general corporate
purposes, including the establishment of pharmaceutical inventory at the
Company's new National Logistics Center in Groveport, Ohio. Prior to the
borrowing described above, $500 million was outstanding under these revolving
credit facilities, bringing the total outstanding amount under these facilities
to $1.25 billion.
The Company is filing the five-year $750 million revolving credit facility
dated March 23, 2004, as Exhibit 99.01, and the first amendment dated as of
March 24, 2004, to the credit agreement dated March 27, 2003, as Exhibit 99.02
hereto.
The Company has received a commitment letter for a $500 million committed
borrowing facility to be used for general corporate purposes. This facility is
in the process of being negotiated.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.01 Five-year Credit Agreement, dated as of March 23, 2004, between
the Registrant, certain subsidiaries of the Registrant, certain
lenders, Wachovia Bank, National Association, as Administrative
Agent, Bank One, NA, as Syndication Agent, Bank of America N.A.,
as Syndication Agent, Barclays Bank PLC, as Documentation Agent,
Deutsche Bank Securities, Inc., as Documentation Agent, Wachovia
Capital Markets, LLC, as Lead Arranger and Book Manager, and Banc
One Capital Markets, Inc., as Lead Arranger and Book Manager.
99.02 First Amendment to Credit Agreement, Agency Agreement and
Amendment to Guaranty, dated as of March 24, 2004, between the
Registrant, certain subsidiaries of the Registrant, certain
lenders, Bank One, NA and Wachovia Bank National Association.
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 hereunto duly authorized.
Cardinal Health, Inc.
(Registrant)
Date: October 20, 2004 By: /s/ J. Michael Losh
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Name: J. Michael Losh
Title: Chief Financial Officer
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