UNITED STATES
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
Date of Report (Date of Earliest Event Reported): February 28, 2007
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 1.01 | Entry into a Material Definitive Agreement |
On February 28, 2007, Cardinal Health, Inc. (the “Company”) entered into a First Amendment to Issuing and Paying Agency Agreement with The Bank of New York (the “Issuing and Paying Agent”) in order to increase from $1.0 billion to $1.5 billion the limit as to the aggregate principal amount of commercial paper notes which may be outstanding at any given time pursuant to such agreement. In connection with this amendment, the Company also entered into conforming amendments to the Commercial Paper Dealer Agreements with each of J.P. Morgan Securities Inc. (“J.P. Morgan”), Banc of America Securities LLC (“Banc of America”), Wachovia Capital Markets, LLC (“Wachovia”), and Goldman, Sachs & Co. (“Goldman Sachs”) (collectively, the “Dealers”).
The foregoing summary of the amendments does not purport to be complete and is qualified in its entirety by the actual text of the amendments, which are filed as exhibits to this report.
From time to time, the Issuing and Paying Agent and the Dealers or their affiliates have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for the Company and its affiliates for which they have received, and will receive customary fees and expenses. In particular, J.P. Morgan or its affiliate served as trustee under certain of the Company’s indentures until it sold this business and currently acts as a member of the lending syndicate under the Company’s revolving credit facility and participates as a purchaser and agent under the Company’s committed receivables sales facility. Banc of America, Wachovia and Goldman Sachs or their affiliates currently act as members of the lending syndicate under the Company’s revolving credit facility.
| Item 9.01 | Financial Statements and Exhibits |
| (c) | Exhibits |
| 10.01 | First Amendment to Issuing and Paying Agency Agreement, dated February 28, 2007, between Cardinal Health, Inc. and The Bank of New York. | |
| 10.02 | First Amendment to Commercial Paper Dealer Agreement, dated February 28, 2007, between Cardinal Health, Inc. and J.P. Morgan Securities Inc. | |
| 10.03 | First Amendment to Commercial Paper Dealer Agreement, dated February 28, 2007, between Cardinal Health, Inc. and Banc of America Securities LLC. | |
| 10.04 | First Amendment to Commercial Paper Dealer Agreement, dated February 28, 2007, between Cardinal Health, Inc. and Wachovia Capital Markets, LLC. | |
| 10.05 | First Amendment to Commercial Paper Dealer Agreement, dated February 28, 2007, between Cardinal Health, Inc. and Goldman, Sachs & Co. | |
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: March 6, 2007 | By: |
/s/ Jeffrey W. Henderson |
||
| Name: | Jeffrey W. Henderson | |||
| Title: | Chief Financial Officer | |||
-2-
EXHIBIT INDEX
| 10.01 | First Amendment to Issuing and Paying Agency Agreement, dated February 28, 2007, between Cardinal Health, Inc. and The Bank of New York. | |
| 10.02 | First Amendment to Commercial Paper Dealer Agreement, dated February 28, 2007, between Cardinal Health, Inc. and J.P. Morgan Securities Inc. | |
| 10.03 | First Amendment to Commercial Paper Dealer Agreement, dated February 28, 2007, between Cardinal Health, Inc. and Banc of America Securities LLC. | |
| 10.04 | First Amendment to Commercial Paper Dealer Agreement, dated February 28, 2007, between Cardinal Health, Inc. and Wachovia Capital Markets, LLC. | |
| 10.05 | First Amendment to Commercial Paper Dealer Agreement, dated February 28, 2007, between Cardinal Health, Inc. and Goldman, Sachs & Co. | |
-3-
Exhibit 10.01
FIRST AMENDMENT TO ISSUING AND PAYING AGENCY AGREEMENT
The Bank of New York, as Issuing and Paying Agent
101 Barclay Street, Floor 8 West
New York, New York 10286
Attn: Corporate Trust Administration
| Re: | Cardinal Health, Inc. |
Ladies and Gentlemen:
This letter (the “First Amendment”) sets forth the understanding between you and Cardinal Health, Inc. (the “Company”), whereby we have agreed to amend that certain Issuing and Paying Agency Agreement by and between you and the Company dated August 9, 2006 (the “Issuing and Paying Agency Agreement”) in order to increase to $1,500,000,000 the limit as to the aggregate principal amount of commercial paper notes which may be outstanding at any given time pursuant to such agreement.
1. Defined Terms . Unless the context as used herein requires otherwise, capitalized terms used but not defined in this First Amendment shall have the meaning given to them in the Issuing and Paying Agency Agreement.
2. Amendment . Paragraph 4(a)(i) of the Issuing and Paying Agency Agreement is hereby deleted in its entirety and restated as follows:
(i) date each such Certificated CP Note the date of issuance thereof (which shall be a Business Day) and insert the maturity date thereof (provided that the Authorized Representative or Dealer Representative shall ensure that such date is a Business Day and that it shall not be more than 364 days from the date of issue and that the aggregate principal amount of CP Notes outstanding shall not exceed $1,500,000,000) and the face amount (provided that the Authorized Representative or the Dealer Representative shall ensure that such face amount is not less than $250,000) thereof in figures;
3. No Other Modifications . Except as expressly provided in this First Amendment, all of the terms and conditions of the Issuing and Paying Agency Agreement shall remain unchanged and in full force and effect.
4. Binding Effect . This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
5. Governing Law . This First Amendment shall be governed by and construed in accordance with the laws of the State of New York.
6. Conflict . In the event of any inconsistency or conflict between this First Amendment and the Issuing and Paying Agency Agreement, the terms, provisions and conditions of this First Amendment shall govern and control.
7. Counterparts . This First Amendment may be executed in separate counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same instrument.
(Signatures on following page.)
If the foregoing is acceptable to you, please indicate your agreement therewith by signing one or more counterparts of this First Amendment in the space provided below, and returning such signed counterpart(s) to the Company, whereupon this letter when signed by you and the Company, will become a binding agreement between us.
| CARDINAL HEALTH, INC. | ||
| By: |
/s/ Linda S. Harty |
|
| Name: |
Linda S. Harty, as Executive Vice President and Treasurer |
|
Agreed to and Accepted
This 28th day of February, 2007
The Bank of New York, as Issuing and Paying Agent
| By: |
/s/ Carlos R. Luciano |
|
| Name: | Carlos R. Luciano | |
| Vice President |
Exhibit 10.02
FIRST AMENDMENT TO COMMERCIAL PAPER DEALER AGREEMENT
THIS FIRST AMENDMENT TO COMMERCIAL PAPER DEALER AGREEMENT (the “First Amendment”) is entered into on this 28 th day of February, 2007 by and between Cardinal Health, Inc. (“Issuer”) and J.P. Morgan Securities, Inc. (“Dealer”).
Background Information
A. Issuer and Dealer are parties to that certain Commercial Paper Dealer Agreement dated August 9, 2006 (the “Agreement”) concerning notes issued pursuant to that certain Issuing and Paying Agency Agreement also dated August 9, 2006 by and between Issuer and The Bank of New York (the “Issuing and Paying Agency Agreement”).
B. The Issuer desires to increase to $1,500,000,000 the limit as to the aggregate principal amount of commercial paper notes which may be outstanding at any given time under the 4(2) Commercial Paper Program established by the Issuing and Paying Agency Agreement, the Agreement, and other related agreements.
Agreement
The parties hereby acknowledge the accuracy of the foregoing Background Information and agree as follows:
1. Defined Terms . Unless the context as used herein requires otherwise, capitalized terms used but not defined in this First Amendment shall have the meaning given to them in the Agreement.
2. Amendment . The centered paragraph underneath the line on page one (the cover page) of the Agreement is hereby deleted in its entirety and restated as follows:
Between: Cardinal Health, Inc., as Issuer and J.P. Morgan Securities, Inc., as Dealer Concerning Notes to be issued pursuant to an Issuing and Paying Agency Agreement dated as of August 9, 2006, as amended February 28, 2007, between the Issuer and the Bank of New York, as Issuing and Paying Agent, Dated as of August 9, 2006, as amended February 28, 2007.
3. No Other Modifications . Except as expressly provided in this First Amendment, all of the terms and conditions of the Agreement shall remain unchanged and in full force and effect.
4. Binding Effect . This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
5. Governing Law . This First Amendment shall be governed by and construed in accordance with the laws of the State of New York.
6. Conflict . In the event of any inconsistency or conflict between this First Amendment and the Agreement, the terms, provisions and conditions of this First Amendment shall govern and control.
7. Counterparts . This First Amendment may be executed in separate counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same instrument.
(Signatures on following page.)
The parties hereto have executed this First Amendment as of the day and year first written above.
| CARDINAL HEALTH, INC. | J.P. MORGAN SECURITIES, INC. | |||||
| By: |
/s/ Linda S. Harty |
By: |
/s/ Johanna C. Foley |
|||
| Name: | Linda S. Harty, as Executive | Name: | Johanna C. Foley | |||
| Vice President and Treasurer | ||||||
| Date: | 2-28-2007 | Date: | Feb. 28, 2007 | |||
Exhibit 10.03
FIRST AMENDMENT TO COMMERCIAL PAPER DEALER AGREEMENT
THIS FIRST AMENDMENT TO COMMERCIAL PAPER DEALER AGREEMENT (the “First Amendment”) is entered into on this 28 th day of February, 2007 by and between Cardinal Health, Inc. (“Issuer”) and Banc of America Securities LLC (“Dealer”).
Background Information
A. Issuer and Dealer are parties to that certain Commercial Paper Dealer Agreement dated August 9, 2006 (the “Agreement”) concerning notes issued pursuant to that certain Issuing and Paying Agency Agreement also dated August 9, 2006 by and between Issuer and The Bank of New York (the “Issuing and Paying Agency Agreement”).
B. The Issuer desires to increase to $1,500,000,000 the limit as to the aggregate principal amount of commercial paper notes which may be outstanding at any given time under the 4(2) Commercial Paper Program established by the Issuing and Paying Agency Agreement, the Agreement, and other related agreements.
Agreement
The parties hereby acknowledge the accuracy of the foregoing Background Information and agree as follows:
1. Defined Terms . Unless the context as used herein requires otherwise, capitalized terms used but not defined in this First Amendment shall have the meaning given to them in the Agreement.
2. Amendment . The centered paragraph underneath the line on page one (the cover page) of the Agreement is hereby deleted in its entirety and restated as follows:
Between: Cardinal Health, Inc., as Issuer and Banc of America Securities LLC, as Dealer Concerning Notes to be issued pursuant to an Issuing and Paying Agency Agreement dated as of August 9, 2006, as amended February 28, 2007, between the Issuer and the Bank of New York, as Issuing and Paying Agent, Dated as of August 9, 2006, as amended February 28, 2007.
3. No Other Modifications . Except as expressly provided in this First Amendment, all of the terms and conditions of the Agreement shall remain unchanged and in full force and effect.
4. Binding Effect . This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
5. Governing Law . This First Amendment shall be governed by and construed in accordance with the laws of the State of New York.
6. Conflict . In the event of any inconsistency or conflict between this First Amendment and the Agreement, the terms, provisions and conditions of this First Amendment shall govern and control.
7. Counterparts . This First Amendment may be executed in separate counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same instrument.
(Signatures on following page.)
The parties hereto have executed this First Amendment as of the day and year first written above.
| CARDINAL HEALTH, INC. | BANC OF AMERICA SECURITIES LLC | |||||
| By: |
/s/ Linda S. Harty |
By: |
/s/ Robert Porter |
|||
| Name: | Linda S. Harty, as Executive | Name: | Robert Porter | |||
| Vice President and Treasurer | ||||||
| Date: | 2-28-2007 | Date: | 2/27/07 | |||
Exhibit 10.04
FIRST AMENDMENT TO COMMERCIAL PAPER DEALER AGREEMENT
THIS FIRST AMENDMENT TO COMMERCIAL PAPER DEALER AGREEMENT (the “First Amendment”) is entered into on this 28 th day of February, 2007 by and between Cardinal Health, Inc. (“Issuer”) and Wachovia Capital Markets, LLC (“Dealer”).
Background Information
A. Issuer and Dealer are parties to that certain Commercial Paper Dealer Agreement dated August 9, 2006 (the “Agreement”) concerning notes issued pursuant to that certain Issuing and Paying Agency Agreement also dated August 9, 2006 by and between Issuer and The Bank of New York (the “Issuing and Paying Agency Agreement”).
B. The Issuer desires to increase to $1,500,000,000 the limit as to the aggregate principal amount of commercial paper notes which may be outstanding at any given time under the 4(2) Commercial Paper Program established by the Issuing and Paying Agency Agreement, the Agreement, and other related agreements.
Agreement
The parties hereby acknowledge the accuracy of the foregoing Background Information and agree as follows:
1. Defined Terms . Unless the context as used herein requires otherwise, capitalized terms used but not defined in this First Amendment shall have the meaning given to them in the Agreement.
2. Amendment . The centered paragraph underneath the line on page one (the cover page) of the Agreement is hereby deleted in its entirety and restated as follows:
Between: Cardinal Health, Inc., as Issuer and Wachovia Capital Markets, LLC, as Dealer Concerning Notes to be issued pursuant to an Issuing and Paying Agency Agreement dated as of August 9, 2006, as amended February 28, 2007, between the Issuer and the Bank of New York, as Issuing and Paying Agent, dated as of August 9, 2006, as amended February 28, 2007.
3. No Other Modifications . Except as expressly provided in this First Amendment, all of the terms and conditions of the Agreement shall remain unchanged and in full force and effect.
4. Binding Effect . This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
5. Governing Law . This First Amendment shall be governed by and construed in accordance with the laws of the State of New York.
6. Conflict . In the event of any inconsistency or conflict between this First Amendment and the Agreement, the terms, provisions and conditions of this First Amendment shall govern and control.
7. Counterparts . This First Amendment may be executed in separate counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same instrument.
(Signatures on following page.)
The parties hereto have executed this First Amendment as of the day and year first written above.
| CARDINAL HEALTH, INC. | WACHOVIA CAPITAL MARKETS, LLC | |||||
| By: |
/s/ Linda S. Harty |
By: |
/s/ Steven P. Shorkey |
|||
| Name: | Linda S. Harty, as Executive | Name: | Steven Shorkey | |||
| Vice President and Treasurer | ||||||
| Date: | 2-28-2007 | Date: | February 28, 2007 | |||
Exhibit 10.05
FIRST AMENDMENT TO COMMERCIAL PAPER DEALER AGREEMENT
THIS FIRST AMENDMENT TO COMMERCIAL PAPER DEALER AGREEMENT (the “First Amendment”) is entered into on this 28 th day of February, 2007 by and between Cardinal Health, Inc. (“Issuer”) and Goldman, Sachs & Co. (“Dealer”).
Background Information
A. Issuer and Dealer are parties to that certain Commercial Paper Dealer Agreement dated August 9, 2006 (the “Agreement”) concerning notes issued pursuant to that certain Issuing and Paying Agency Agreement also dated August 9, 2006 by and between Issuer and The Bank of New York (the “Issuing and Paying Agency Agreement”).
B. The Issuer desires to increase to $1,500,000,000 the limit as to the aggregate principal amount of commercial paper notes which may be outstanding at any given time under the 4(2) Commercial Paper Program established by the Issuing and Paying Agency Agreement, the Agreement, and other related agreements.
Agreement
The parties hereby acknowledge the accuracy of the foregoing Background Information and agree as follows:
1. Defined Terms . Unless the context as used herein requires otherwise, capitalized terms used but not defined in this First Amendment shall have the meaning given to them in the Agreement.
2. Amendment . The centered paragraph underneath the line on page one (the cover page) of the Agreement is hereby deleted in its entirety and restated as follows:
Between: Cardinal Health, Inc., as Issuer and Goldman, Sachs & Co., as Dealer Concerning Notes to be issued pursuant to an Issuing and Paying Agency Agreement dated as of August 9, 2006, as amended February 28, 2007, between the Issuer and the Bank of New York, as Issuing and Paying Agent, Dated as of August 9, 2006, as amended February 28, 2007.
3. No Other Modifications . Except as expressly provided in this First Amendment, all of the terms and conditions of the Agreement shall remain unchanged and in full force and effect.
4. Binding Effect . This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
5. Governing Law . This First Amendment shall be governed by and construed in accordance with the laws of the State of New York.
6. Conflict . In the event of any inconsistency or conflict between this First Amendment and the Agreement, the terms, provisions and conditions of this First Amendment shall govern and control.
7. Counterparts . This First Amendment may be executed in separate counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same instrument.
(Signatures on following page.)
The parties hereto have executed this First Amendment as of the day and year first written above.
| CARDINAL HEALTH, INC. | GOLDMAN, SACHS & CO. | |||||
| By: |
/s/ Linda S. Harty |
By: |
/s/ Joseph Ziluca |
|||
| Name: | Linda S. Harty, as Executive | Name: | Joseph Ziluca | |||
| Vice President and Treasurer | ||||||
| Date: | 2-28-2007 | Date: | Vice President | |||