What is the significance of the pooling-of-interests accounting method for this merger?

The pooling-of-interests method combines the financial statements of the merging companies as if they had always been one entity. This means that historical financial data presented in the filing reflects the combined results of both Cardinal Health and Bindley Western for prior periods, simplifying year-over-year comparisons and presenting a continuous operating history for the combined entity.

How will the issuance of 23.1 million CAH shares affect existing shareholders?

The issuance of approximately 23.1 million new shares to acquire Bindley represents a significant increase in Cardinal Health's outstanding share count. This can potentially dilute the ownership stake and earnings per share for existing shareholders. Investors should analyze the strategic benefits of the acquisition and the expected future earnings growth to determine if the dilution is justified.

What are the key financial documents provided in this filing?

This amendment incorporates by reference restated consolidated financial statements and schedules for Cardinal Health and Bindley Western, including statements of earnings, balance sheets, statements of shareholders' equity, and statements of cash flows for the fiscal years ended June 30, 2000, 1999, and 1998. It also includes the Management's Discussion and Analysis (MD&A) and selected consolidated financial data.

Is this an initial report of the merger, or an update?

This is an amendment (8-K/A) to a previous 8-K filing. It provides updated or more detailed information related to the merger which was initially reported with an event date of February 14, 2001. The filing date of June 6, 2001, indicates it is an amendment made several months after the merger completion.

CAH 8-K SEC Disclosure

Summary

This filing is an amendment to a previous 8-K report, providing updated information regarding Cardinal Health, Inc.'s (CAH) merger with Bindley Western Industries, Inc. (Bindley), which was completed on February 14, 2001. The merger was accounted for using the pooling-of-interests method. As part of the transaction, approximately 23.1 million CAH common shares were issued to acquire Bindley, with Bindley's outstanding stock options converted into options for approximately 5.1 million CAH shares. The filing also incorporates by reference a significant amount of financial data and exhibits related to this merger, including restated consolidated financial statements and the merger agreement. For investors, this amendment signals the formal integration of Bindley Western into Cardinal Health. The pooling-of-interests accounting method means that the prior period financial statements of both companies are presented as if they had always been combined, which can simplify comparative analysis. The issuance of a substantial number of CAH shares highlights the scale of the acquisition and its potential impact on shareholder dilution and future earnings per share.

Key Highlights

1Cardinal Health, Inc. (CAH) completed its merger with Bindley Western Industries, Inc. (Bindley) on February 14, 2001.
2The merger was accounted for using the pooling-of-interests method.
3Approximately 23.1 million CAH common shares were issued in exchange for Bindley's common stock.
4Bindley's outstanding stock options were converted into options for approximately 5.1 million CAH common shares.
5The filing includes restated consolidated financial statements for both companies, prepared under the pooling-of-interests method.
6Key financial statements and Management's Discussion and Analysis (MD&A) for fiscal years ending June 30, 2000, 1999, and 1998 are incorporated by reference.
7The Agreement and Plan of Merger is filed as an exhibit.

CARDINAL HEALTH INC 8-K/A Report (Jun 7, 2001)

Summary

Key Highlights

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