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): September 29, 2005
Cardinal Health, Inc.
(Exact Name of Registrant as Specified in its Charter)
Ohio
(State or Other Jurisdiction of Incorporation)
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1-11373
(Commission File Number)
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31-0958666
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o 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
September 29, 2005, Cardinal Health Funding, LLC (“Funding”), a wholly-owned receivables
financing subsidiary of Cardinal Health, Inc. (the “Company”), entered into an amendment to the
Amended and Restated Receivables Purchase Agreement, dated as of May 21, 2004 (as amended from time
to time), by and among Funding, as seller, Griffin Capital, LLC, a wholly-owned subsidiary of the
Company, as servicer, Preferred Receivables Funding Corporation, Falcon Asset Securitization
Corporation and Liberty Street Funding Corp., each as conduits, The Bank of Nova Scotia,
individually and as managing agent, and JPMorgan Chase Bank, N.A. (successor by merger to Bank One,
NA (Main Office Chicago)), individually and as agent, that extends the term of the facility to
September 28, 2006. JPMorgan Chase Bank, N.A. or its affiliate serves as trustee under certain of
the Company’s indentures, participates as a lender, syndication agent, lead arranger and book
manager under the Company’s 5-year bank revolving credit facilities and participates as a dealer
and issuing and paying agent under the Company’s commercial paper program. The Bank of Nova Scotia
participates as a lender under one of the Company’s 5-year bank revolving credit facilities.
The
amendment is filed as Exhibit 10.01 to this report and the
description of the amendment in this report is qualified in its
entirety by reference to the exhibit.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
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10.01 |
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Amendment No. 5 to Amended and Restated Receivables Purchase Agreement, dated as of
September 29, 2005, by and among Cardinal Health Funding, LLC, Griffin Capital, LLC, each
entity signatory thereto as a Conduit, each entity signatory thereto as a Financial
Institution, each entity signatory thereto as a Managing Agent and JPMorgan Chase Bank,
N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as the Agent. |
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.
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Cardinal Health, Inc.
(Registrant)
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| Date: October 3, 2005 |
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/s/ Brendan A. Ford
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Name: |
Brendan A. Ford |
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Title: |
Executive Vice President – Corporate
Development, Interim General Counsel and
Secretary |
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