SEC Info - Cardinal Health Inc - ‘424A’ on 8/26/94

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Cardinal Health Inc – ‘424A’ on 8/26/94

As of: Friday, 8/26/94 · Accession #: 950152-94-876 · File #: 33-55093

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/26/94  Cardinal Health Inc               424A                   4:102K                                   Bowne BCL/FA

Prospectus — Rule 424(a)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424A        Cardinal Health 424A                                  28    176K 
 2: EX-5        Opinion re: Legality                                   2     10K 
 3: EX-23.1     Consent of Experts or Counsel                          1      5K 
 4: EX-23.2     Consent of Experts or Counsel                          1      5K

424A — Cardinal Health 424A
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Available Information Capitalization Company, The Description of Capital Stock Exhibits Experts Fully diluted Incorporation of Certain Documents by Reference Indemnification of Officers and Directors Legal Matters Market Price and Dividend Data Other Expenses of Issuance and Distribution Securities and Exchange Commission Selected Consolidated Financial Information Selling Shareholders Table of Contents The Company Undertakings Underwriting Use of Proceeds Whitmire Merger Whitmire Registration Rights
1	1st Page - Filing Submission
"	Securities and Exchange Commission
4	Available Information
"	Incorporation of Certain Documents by Reference
5	The Company
6	Whitmire Merger
8	Use of Proceeds
"	Market Price and Dividend Data
9	Capitalization
10	Selected Consolidated Financial Information
11	Fully diluted
12	Selling Shareholders
13	Whitmire Registration Rights
15	Description of Capital Stock
17	Underwriting
19	Legal Matters
20	Experts
21	Table of Contents
24	Item 14. Other Expenses of Issuance and Distribution
"	Item 15. Indemnification of Officers and Directors
25	Item 16. Exhibits
"	Item 17. Undertakings

424A 1st Page of 28 TOC ↑Top Previous Next ↓Bottom Just 1st
 

***************************************************************************     
*                                                                         *     
* AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 17, 1994 *     
*                                                                         *     
***************************************************************************     

                                  REGISTRATION NO. 33-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933

------------------------

CARDINAL HEALTH, INC. 
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                                        [Enlarge/Download Table]
                                                                                             
             OHIO                                                       31-0958666           
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER IDENTIFICATION
         INCORPORATION)                                                    NO.)              
                                655 METRO PLACE SOUTH, SUITE                                 
                                             925                                             
                                     DUBLIN, OHIO 43017                                      
                                       (614) 761-8700                                        

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF 
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) 

------------------------

ROBERT D. WALTER, CHAIRMAN
655 METRO PLACE SOUTH, SUITE 925
DUBLIN, OHIO 43017
(614) 761-8700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE) 

------------------------

Copies to:

                                                                [Download Table]
                                                                                   
    R. STEVEN KESTNER              DANIEL A. NEFF            JOHN J. MCCARTHY, JR. 
    BAKER & HOSTETLER      WACHTELL, LIPTON, ROSEN & KATZ    DAVIS POLK & WARDWELL 
3200 NATIONAL CITY CENTER        51 WEST 52ND STREET         450 LEXINGTON AVENUE  
  CLEVELAND, OHIO 44114       NEW YORK, NEW YORK 10019     NEW YORK, NEW YORK 10017
     (216) 621-0200                (212) 403-1000               (212) 450-4000     

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective. 

------------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following 
box. / /                                                                        

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /                                

CALCULATION OF REGISTRATION FEE 
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]
                                                                                                 
--------------------------------------------------------------------------------                 
                                                                      PROPOSED                   
                                                       PROPOSED        MAXIMUM                   
                                                        MAXIMUM       AGGREGATE      AMOUNT OF   
TITLE OF EACH CLASS OF               AMOUNT TO BE   OFFERING PRICE    OFFERING     REGISTRATION  
  SECURITIES TO BE REGISTERED        REGISTERED(1)   PER SHARE(2)     PRICE(2)          FEE      
-------------------------------------------------------------------------------------------------
Common Shares, without par value... 6,037,500 shares     $38.50     $232,443,750      $80,154    
-------------------------------------------------------------------------------------------------

(1) Includes 787,500 Common Shares being registered in connection with an       
overallotment option granted to the U.S. Underwriters.                  
(2) Estimated solely for the purpose of computing the registration fee pursuant 
to rule 457(c).                                                         

------------------------

  The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration       
Statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933 or until the Registration Statement shall become     
effective on such date as the Commission, acting pursuant to said Section 8(a), 
may determine.                                                                  

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--------------------------------------------------------------------------------

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EXPLANATORY NOTE

 This Registration Statement contains two forms of prospectus: one to be
used in connection with an offering in the United States and Canada (the "U.S.  
Prospectus") and one to be used in connection with a concurrent international   
offering outside the United States and Canada (the "International Prospectus"). 
The U.S. Prospectus and the International Prospectus are identical except for   
the front and back cover pages. The U.S. Prospectus is included herein and is   
followed by the alternate front and back cover pages to be used in the          
International Prospectus. Each of the pages for the International Prospectus    
included herein is labelled "Alternate Page for International Prospectus."      

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***************************************************************************     
*                 SUBJECT TO COMPLETION, DATED AUGUST 25, 1994            *     
*                                                                         *     
*  INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A  *     
*  REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED     *     
*  WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT  *     
*  BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE        *     
*  REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT    *     
*  CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY     *     
*  NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH  *     
*  SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO            *     
*  REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH    *     
*  STATE.                                                                 *     
*                                                                         *     
***************************************************************************     

PROSPECTUS                                                                      
5,250,000 SHARES

[LOGO]

COMMON SHARES 
------------------
    Of the 5,250,000 Common Shares offered hereby, 1,600,000 are being sold by
Cardinal Health, Inc. ("Cardinal" or the "Company") and 3,650,000 are being sold
by certain shareholders of the Company (the "Selling Shareholders"). See        
"Selling Shareholders." The Company will not receive any of the proceeds from   
the sale of Common Shares by the Selling Shareholders. Of the 5,250,000 Common  
Shares offered hereby, 4,250,000 are being offered hereby in the United States  
and Canada (the "U.S. Offering") by the U.S. Underwriters (as defined herein)   
and 1,000,000 are being offered in a concurrent international offering (the     
"International Offering" and, together with the U.S. Offering, the "Combined    
Offering") outside of the United States and Canada by the Managers (as defined  
herein). See "Underwriting."                                                    

   Application has been made to list the Common Shares on the New York Stock
Exchange under the symbol "CAH." Currently, the Common Shares are quoted on the 
Nasdaq National Market under the symbol "CDIC." On August 24, 1994, the last    
reported sale price for the Company's Common Shares on the Nasdaq National      
Market was $38.50 per share.                                                    
------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES        
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS    
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE               
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR         
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION   
  TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                                        [Enlarge/Download Table]
                                                                                                         
=========================================================================================================
                                                         UNDERWRITING                      PROCEEDS TO   
                                          PRICE TO      DISCOUNTS AND     PROCEEDS TO        SELLING     
                                           PUBLIC       COMMISSIONS(1)     COMPANY(2)      SHAREHOLDERS  
---------------------------------------------------------------------------------------------------------
Per Share                                    $                $                $                $        
---------------------------------------------------------------------------------------------------------
Total(3)                                     $                $                $                $        
=========================================================================================================
<FN>                                                                                                     
(1) The Company and the Selling Shareholders have agreed to indemnify the U.S.                           
    Underwriters against certain liabilities, including certain liabilities                              
    under the Securities Act of 1933, as amended. See "Underwriting."                                    

(2) Before deducting expenses of the Combined Offering payable by the Company,                           
    estimated at $400,000.                                                                               

(3) The Company and certain of the Selling Shareholders have granted the U.S.                            
    Underwriters an option, exercisable within 30 days after the date hereof, to                         
    purchase up to 787,500 additional Common Shares on the same terms per share                          
    solely for the purpose of covering overallotments, if any. If the U.S.                               
    Underwriters exercise such option in full, the Price to Public, Underwriting                         
    Discounts and Commissions, Proceeds to Company and Proceeds to Selling                               
    Shareholders will be $        , $        , $        , and $        ,                                 
    respectively. See "Underwriting."                                                                    
                               ------------------                                                        

     The Common Shares are offered by the several U.S. Underwriters when, as and
if delivered to and accepted by them and subject to their right to reject orders
in whole or in part. It is expected that the Common Shares will be available for
delivery at the offices of Smith Barney Inc., 388 Greenwich Street, New York,   
New York 10013 or through the facilities of The Depository Trust Company, on or 
about             , 1994.                                                       
------------------
SMITH BARNEY INC.                                                               
GOLDMAN, SACHS & CO.                        
            BEAR, STEARNS & CO. INC.
                                     WILLIAM BLAIR & COMPANY
, 1994                                                  

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AVAILABLE INFORMATION 

    The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance        
therewith files reports and other information with the Securities and Exchange  
Commission (the "Commission"). These reports and other information (including   
proxy and information statements) filed by the Company can be inspected and     
copied at the public reference facilities maintained by the Commission at its   
principal office at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,  
and at the following Regional Offices of the Commission: New York Regional      
Office, 7 World Trade Center, Suite 1300, New York, New York 10007 and Chicago  
Regional Office, 500 West Madison, 14th Floor, Chicago, Illinois 60661-2511.    
Copies of such material can be obtained at prescribed rates from the Public     
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.   
20549. This Prospectus constitutes part of a Registration Statement on Form S-3 
filed by the Company with the Commission under the Securities Act of 1933, as   
amended (the "Securities Act"). This Prospectus does not contain all of the     
information set forth in the Registration Statement, certain parts of which are 
omitted in accordance with the rules and regulations of the Commission.         
Reference is hereby made to the Registration Statement and related exhibits for 
further information with respect to the Company and the Common Shares offered   
hereby. Statements contained herein concerning the provisions of any document   
are not necessarily complete and, in each instance, reference is made to the    
copy of such document filed as an exhibit to the Registration Statement or      
otherwise filed with the Commission. Each such statement is qualified in its    
entirety by such reference.                                                     

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

   The following documents filed by the Company with the Commission pursuant
to the Exchange Act are hereby incorporated by reference in this Prospectus: (1)
Annual Report on Form 10-K for the fiscal year ended March 31, 1993, as amended 
by Form 10-K/A, Amendment No. 1, filed with the Commission on August 13, 1993,  
(2) Quarterly Reports on Form 10-Q for the quarters ended June 30, September 30,
and December 31, 1993, and March 31, 1994, and (3) Current Reports on Form 8-K  
dated February 11, 1994 and March 1, 1994. All reports and other documents filed
with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the       
Exchange Act after the date of this Prospectus and prior to the termination of  
the Combined Offering shall be deemed to be incorporated by reference herein and
to be a part hereof from the respective dates of filing of said reports and     
other documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or 
superseded for all purposes to the extent that a statement contained herein or  
in any other subsequently filed document which also is or is deemed to be       
incorporated by reference herein modifies or supersedes such statement. Any     
statement so modified or superseded shall not be deemed, except as so modified  
or superseded, to constitute a part of this Prospectus. The Company hereby      
undertakes to provide without charge to each person to whom this Prospectus has 
been delivered, upon the written or oral request of such person, a copy of any  
and all documents incorporated herein by reference (other than exhibits to such 
documents unless such exhibits are specifically incorporated by reference in    
such documents). Requests for such copies should be submitted in writing to     
Cardinal Health, Inc., 655 Metro Place South, Suite 925, Dublin, Ohio 43017,    
Attn: David Bearman, Executive Vice President and Chief Financial Officer, (614)
761-8700.                                                                       

------------------------

IN CONNECTION WITH THE COMBINED OFFERING, THE UNDERWRITERS MAY OVERALLOT OR     
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON  
SHARES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR 
THE NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.                                                       

IN CONNECTION WITH THE COMBINED OFFERING, CERTAIN UNDERWRITERS (AND SELLING     
GROUP MEMBERS) MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON   
SHARES ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 10b-6A OF THE      
SECURITIES EXCHANGE ACT OF 1934. SEE "UNDERWRITING."                            

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THE COMPANY 

Cardinal is one of the nation's largest wholesale distributors of     
pharmaceutical and related health care products. The Company's customer base    
includes hospitals and managed care facilities (50%), independent retail drug   
stores (21%), chain drug stores and the pharmacy departments of supermarkets and
mass merchandisers (23%), as well as customers for specialty products, including
physicians and clinics (6%). Cardinal operates approximately 40 distribution    
facilities nationwide.                                                          

Wholesale Drug Industry                                                         

The wholesale drug industry in the United States has experienced rapid
growth. As reported by the National Wholesale Druggists' Association (the       
"NWDA"), industry sales grew from $11.9 billion in 1983 to $47.5 billion in     
1993. An aging population, new product introductions, and a higher concentration
of distribution through wholesalers are all factors which have contributed to   
this growth. Drug wholesaling is also a competitive industry, undergoing        
significant change and consolidation. Reflecting this consolidation, the number 
of NWDA wholesalers has declined from 139 in 1980 to fewer than 70 in 1993.     

In response to cost containment pressure from private and governmental
payors and the current focus on health care reform in the United States,        
customers are consolidating into super-regional and national affiliations while 
manufacturers are under increased pressure to slow the rate of drug price       
inflation and to seek more cost-effective methods of marketing and distributing 
their products. In this regard, drug wholesalers will be challenged to service  
customers over a wider geographic base, offer manufacturers innovative marketing
and distribution services, and provide both manufacturers and customers with    
standardized distribution and information systems and reporting links necessary 
to streamline the efficient flow of product and information among distribution  
partners.                                                                       

Cardinal's Strategy                                                             

Cardinal's strategy is to grow by expanding its existing wholesale and
specialty distribution businesses and to make selective complementary           
acquisitions. Cardinal's internal sales growth has occurred primarily as a      
result of market share gains, geographic expansion, an increased reliance on    
drug wholesaling by both customers and pharmaceutical manufacturers, and new    
pharmaceutical products and price increases. Complementing this internal growth,
Cardinal has acquired or merged with ten drug distribution companies and a      
specialty distributor of oncology products over the past ten years. As a result 
of its strategy, Cardinal's net sales have increased from $2.1 billion in fiscal
1990 to $5.8 billion in fiscal 1994, a compound annual growth rate of 28%.      
Cardinal believes it is well-positioned to continue its growth and maintain     
operating margins by: (a) providing superior distribution services to its       
customers, including inventory management systems and logistical support        
functions; (b) developing advanced information systems that improve internal and
customer operations; (c) providing merchandising and marketing programs for     
manufacturers and customers; (d) further expanding its specialty wholesaling    
businesses and leveraging these activities over larger volume; and (e)          
supplementing the above strategies through selective acquisitions.              

Cardinal has achieved earnings growth due in part to its successful   
management of the Company's changing business equation. This equation has       
changed over the last several years due to: (a) a greater mix of higher volume  
customers, where the lower cost of distribution and better asset management and 
cash flow enable Cardinal to offer lower pricing to the customer; (b) reduced   
inventory gains associated with lower drug price inflation, which are partially 
offset by corresponding decreases in last-in, first-out (LIFO) earnings charges 
and inventory carrying costs; (c) increased merchandising funding from          
manufacturers, particularly related to the growth in generic pharmaceuticals;   
(d) improved selling, general and administrative cost absorption due to         
significant productivity investments and the operating leverage associated with 
sales growth and acquisitions; and (e) increased sales and earnings from        
specialty distribution services.                                                

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Cardinal's Business                                                             

As a full-service wholesale distributor, Cardinal complements its     
distribution activities by offering a broad range of value-added support        
services to assist customers and suppliers in maintaining and improving their   
market positions and to strengthen Cardinal's role in the channel of            
distribution. These support services include computerized order entry and order 
confirmation systems, customized invoicing, generic sourcing programs, product  
movement and management reports, consultation on store operation and            
merchandising, and customer training.                                           

Most customers transmit merchandise orders directly to Cardinal's data
processing system through computerized order entry devices. Cardinal's          
proprietary software systems feature customized databases specially designed to 
help its customers order more efficiently, contain costs and monitor their      
purchases which are covered by group contract purchasing arrangements. Upon     
receipt of the customer's order at a distribution center, Cardinal's warehouse  
management system processes the order and provides customized price information 
to facilitate the customer's pricing of items. Customer orders are routinely    
processed for next-day delivery, enabling the Company's customers to minimize   
the size and carrying cost of their own inventories. In addition, Cardinal's    
AccuNet,(R) Otis(R) and Network(TM) proprietary software systems facilitate     
primary supply relationships between Cardinal and its customers and enable      
Cardinal's customers to reduce their costs. These systems provide a variety of  
information which assist the customer to identify the best price available under
group purchasing contracts with pharmaceutical manufacturers, maintain formulary
compliance, and better manage their own inventories. Over 2,800 of these systems
have been placed with hospital, managed care, and chain drug customers located  
throughout the United States.                                                   

In addition to its core drug wholesaling activities, Cardinal operates
several specialty health care businesses which offer value-added services to its
customers and suppliers while providing Cardinal with opportunities for growth  
and profitability. For example, Cardinal's National PharmPak subsidiary operates
a pharmaceutical repackaging program for both independent and chain customers.  
In January 1992, Cardinal formed National Specialty Services, Inc., which       
distributes therapeutic plasma products and other specialty pharmaceuticals to  
hospitals, clinics, and other managed care facilities on a nationwide basis     
through the utilization of telemarketing and direct mail programs. Cardinal     
recently expanded its specialty wholesaling business through a merger with PRN  
Services, Inc., a distributor of oncology and other specialty products to       
clinics and physician groups across the United States. These specialty          
distribution activities are part of Cardinal's overall strategy of developing   
diversified products and services to enhance the profitability of its business  
and the businesses of its customers and suppliers.                              

Whitmire Merger                                                                 

     In February 1994, Cardinal completed its largest transaction when it merged
with Whitmire Distribution Corporation ("Whitmire"), a Folsom, California based 
drug wholesaler with sales of approximately $2.9 billion for calendar 1993 (the 
"Whitmire Merger"). The majority of Whitmire's sales were concentrated in the   
western and central United States, complementing Cardinal's former concentration
of sales in the eastern United States and positioning the combined company to   
service both customers and manufacturers on a national basis.                   

 As a result of the Whitmire Merger, Cardinal now maintains a network of
approximately 40 distribution centers enabling it to routinely serve the entire 
population of the continental United States on a next-day basis. In addition, a 
majority of Whitmire's business was with hospital, managed care and large retail
chain customers, complementing Cardinal's rapidly expanding presence in these   
customer categories and Cardinal's well-developed programs and services for     
independent retail pharmacies.                                                  

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Recent Transactions                                                             

    On July 1, 1994, Cardinal acquired Humiston-Keeling, Inc., a Calumet City,
Illinois based drug wholesaler, with annualized sales of approximately $330     
million, serving customers located primarily in the upper midwest region of the 
United States. On July 18, 1994, Cardinal completed a merger with Behrens Inc., 
a Waco, Texas based drug wholesaler, with annualized sales of approximately $185
million, serving customers located primarily in Texas and adjoining states.     

Summary                                                                         

 While the wholesale drug industry continues to undergo rapid change and
consolidation, Cardinal believes that the trend in health care distribution is  
toward selection by both customers and manufacturers of fewer, more efficient   
wholesalers that can cover a broader geographic territory or customer group. In 
this regard, Cardinal believes that, due to its internal growth and recent      
mergers and acquisitions, it provides capabilities increasingly valued in the   
marketplace, including: (a) single-supplier distribution capability for         
customers who are themselves becoming more national or super-regional in scope; 
(b) innovative marketing and merchandising support for manufacturers and        
customers; (c) advanced information systems support for both customers and      
manufacturers on a consistent basis; and (d) benefits of scale and leverage with
respect to investments in new technology, systems and services.                 

Cardinal's principal executive offices are located at 655 Metro Place 
South, Suite 925, Dublin, Ohio 43017, and its telephone number is (614)         
761-8700.                                                                       

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USE OF PROCEEDS 

  The net proceeds to the Company from its sale of 1,600,000 Common Shares
offered hereby are estimated to be approximately $59,740,000 (assuming a public 
offering price of $38.75 per share and no exercise of the U.S. Underwriters'    
overallotment option). The net proceeds will be used to finance working capital 
growth and for other general corporate purposes, including, to the extent       
required, acquisitions. Although the Company continually evaluates possible     
candidates for acquisition and intends to continue to seek opportunities to     
expand its health care distribution operations, no acquisition has been agreed  
upon or become the subject of a letter of intent or agreement in principle.     
Pending application of the net proceeds as described above, the proceeds will be
used to reduce short-term notes payable-banks, if any, and to invest in         
short-term, interest bearing securities.                                        

  The Company will not receive any of the proceeds from the sale of Common
Shares by the Selling Shareholders and, if any, proceeds from the U.S.          
Underwriters' exercise of the portion of the overallotment option allocated to  
certain Selling Shareholders.                                                   

MARKET PRICE AND DIVIDEND DATA

     The Common Shares are quoted on the Nasdaq National Market under the symbol
"CDIC." Application has been made, however, to list the Common Shares on the New
York Stock Exchange under the symbol "CAH." The following table reflects, for   
the periods indicated, the range of the reported high and low last sale prices  
of Common Shares as reported on the Nasdaq National Market, and the per share   
dividends declared thereon. The information in the table has been adjusted to   
reflect retroactively all stock splits and stock dividends and also to reflect  
the Company's decision, as of March 1, 1994, to change its fiscal year end from 
March 31 to June 30.                                                            

                                                        [Enlarge/Download Table]

                                                                 HIGH     LOW    DIVIDENDS
                                                                ------  -------  ---------
                                                                                          
FISCAL 1993                                                                               
Quarter Ended                                                                             
  June 30, 1992................................................ $24.00  $ 19.80    $.016  
  September 30, 1992...........................................  25.80    21.60     .016  
  December 31, 1992............................................  24.20    20.20     .020  
  March 31, 1993...............................................  23.80    19.60     .020  
Three Months Ended June 30, 1993...............................  23.70    20.60     .020  
FISCAL 1994                                                                               
Quarter Ended                                                                             
  September 30, 1993...........................................  30.00    21.80     .020  
  December 31, 1993............................................  38.40    28.80     .024  
  March 31, 1994...............................................  40.60    33.30     .024  
  June 30, 1994................................................  40.80    34.40     .030  
FISCAL 1995                                                                               
  Through August 24, 1994......................................  41.25   36.625       --  

On August 8, 1994, there were approximately 1,150 holders of record of
Common Shares. The last reported sales price of Common Shares on the Nasdaq     
National Market on August 24, 1994 was $38.50.                                  

The Company anticipates that it will continue to pay quarterly cash   
dividends in the future. The timing and amount of any future dividends, however,
remain within the discretion of the Company's board of directors and will depend
upon the Company's future earnings, financial condition, capital requirements   
and other factors.                                                              

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CAPITALIZATION

The following table sets forth the short-term obligations and total   
capitalization of the Company at June 30, 1994, and as adjusted to reflect the  
issuance and sale by the Company of 1,600,000 Common Shares offered hereby and  
the application of the net proceeds therefrom (assuming a public offering price 
of $38.75 per share and no exercise of the U.S. Underwriters' overallotment     
option, see "Underwriting") to in part reduce notes payable-banks. See "Use of  
Proceeds."                                                                      

                                                        [Enlarge/Download Table]

                                                                             JUNE 30, 1994      
                                                                        ------------------------
                                                                         ACTUAL      AS ADJUSTED
                                                                        --------     -----------
                                                                             (IN THOUSANDS)     
                                                                                                
Short-term obligations:                                                                         
  Notes payable-banks.................................................  $ 25,000      $       0 
  Current portion of long-term obligations............................     2,929          2,929 
                                                                        --------     -----------
          Total short-term obligations................................  $ 27,929      $   2,929 
                                                                        ========      ========= 
Long-term obligations:                                                                          
  Other long-term obligations including capital leases................  $ 10,086      $  10,086 
  8% Notes due 1997...................................................   100,000        100,000 
  6 1/2% Notes due 2004...............................................   100,000        100,000 
                                                                        --------     -----------
          Total long-term obligations.................................   210,086        210,086 
                                                                        --------     -----------
Shareholders' equity:                                                                           
  Common Shares, without par value, authorized 60,000,000 shares;                               
     issued 35,042,713 shares; as adjusted 38,152,713 shares; Class B                           
     Common Shares, without par value, authorized 5,000,000 shares;                             
     issued 2,971,375 shares; as adjusted 1,461,375 shares(1).........  $255,458      $ 315,198 
  Retained earnings...................................................   120,399        120,399 
  Common Shares in treasury, at cost 179,878 shares...................    (3,390)        (3,390)
  Unamortized restricted stock awards.................................    (3,973)        (3,973)
                                                                        --------     -----------
          Total shareholders' equity..................................   368,494        428,234 
                                                                        --------     -----------
Total capitalization..................................................  $578,580      $ 638,320 
                                                                        ========      ========= 
<FN>                                                                                            
---------------                                                                                 

(1) The number of outstanding Common Shares and Class B Common Shares has been                  
    adjusted to reflect the conversion of Class B Common Shares into Common                     
    Shares for sale in this Combined Offering by Chemical Equity Associates, the                
    only holder of Class B Common Shares. Under the Company's Amended and                       
    Restated Articles of Incorporation, as amended, holders of Class B Common                   
    Shares have the right to convert such shares into Common Shares, subject to                 
    certain conditions, if (i) such holder reasonably believes that the                         
    converted shares will be transferred within fifteen (15) days pursuant to                   
    certain Conversion Events (which term is defined in the Company's Amended                   
    and Restated Articles of Incorporation, as amended, and includes any public                 
    offering or sale of the Company's securities); (ii) such holder has agreed                  
    not to vote any such Common Shares prior to a Conversion Event; and (iii)                   
    such holder undertakes to promptly convert such shares back into Class B                    
    Common Shares if such shares are not transferred pursuant to a Conversion                   
    Event. See "Description of Capital Stock." Chemical Equity Associates has                   
    informed the Company that, immediately prior to the consummation of the                     
    Combined Offering, it intends to convert 1,510,000 Class B Common Shares                    
    into Common Shares to be sold in the Combined Offering, assuming no exercise                
    by the U.S. Underwriters of the overallotment option.                                       


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SELECTED CONSOLIDATED FINANCIAL INFORMATION 

    The following selected consolidated financial data concerning Cardinal has
been prepared giving retroactive effect to the business combination of Cardinal 
and Whitmire on February 7, 1994, which has been accounted for as a             
pooling-of-interests transaction. On March 1, 1994, the Company made the        
decision to change its fiscal year end from March 31 to June 30. As such, for   
the fiscal year ended March 31, 1993 and prior years, the information presented 
is derived from consolidated financial statements which combine data from       
Cardinal for the fiscal years ended March 31, 1990, March 31, 1991, March 31,   
1992, and March 31, 1993, with data from Whitmire for the fiscal years ended    
June 30, 1990, June 29, 1991, June 27, 1992 and July 3, 1993, respectively. For 
the twelve months ended June 30, 1993 and the fiscal year ended June 30, 1994,  
the information presented is derived from consolidated financial statements     
which combine data from Cardinal for the twelve months ended June 30, 1993 and  
the fiscal year ended June 30, 1994 with data from Whitmire for the fiscal years
ended July 3, 1993 and June 30, 1994. Due to the different fiscal year ends of  
the merged companies, Whitmire's results of operations for the three months     
ended July 3, 1993 have been included in both the fiscal year ended March 31,   
1993 and the twelve months ended June 30, 1993. The selected consolidated       
financial data below should be read in conjunction with the consolidated        
financial statements and related notes incorporated herein by reference. See    
"Incorporation of Certain Documents by Reference." All share and per share data 
have been adjusted to give retroactive effect to stock splits and stock         
dividends.                                                                      

                                                        [Enlarge/Download Table]

                                                                                                       TWELVE       FISCAL   
                                                                                                       MONTHS        YEAR    
                                                                 FISCAL YEAR ENDED                     ENDED        ENDED    
                                                 -------------------------------------------------   ----------   ---------- 
                                                 MARCH 31,    MARCH 31,    MARCH 31,    MARCH 31,     JUNE 30,     JUNE 30,  
                                                    1990         1991         1992         1993         1993         1994    
                                                 ----------   ----------   ----------   ----------   ----------   ---------- 
                                                       (IN THOUSANDS, EXCEPT PER SHARE DATA)                                 
                                                                                                                             
EARNINGS STATEMENT DATA(1)(2):                                                                                               
Net sales......................................  $2,137,896   $2,803,111   $3,680,678   $4,633,375   $4,709,085   $5,790,411 
Gross margin...................................     170,529      206,197      256,833      297,293      300,245      355,172 
Selling, general and administrative expenses...    (128,864)    (152,769)    (184,523)    (203,740)    (205,161)    (233,305)
Unusual items                                                                                                                
  Merger costs.................................          --           --           --           --           --      (35,880)
  Termination fee..............................          --           --           --       13,466       13,466           -- 
  Nonrecurring charges.........................          --           --       (1,973)     (18,904)     (18,904)          -- 
                                                 ----------   ----------   ----------   ----------   ----------   ---------- 
Operating earnings.............................      41,665       53,428       70,337       88,115       89,646       85,987 
Interest expense and other, net................     (20,579)     (22,616)     (22,684)     (21,858)     (21,127)     (15,227)
                                                 ----------   ----------   ----------   ----------   ----------   ---------- 
Earnings before income taxes and cumulative                                                                                  
  effect of change in accounting principle.....      21,086       30,812       47,653       66,257       68,519       70,760 
Income taxes...................................      (8,176)     (11,123)     (19,291)     (25,710)     (26,345)     (35,624)
                                                 ----------   ----------   ----------   ----------   ----------   ---------- 
Earnings before cumulative effect of change in                                                                               
  accounting principle.........................      12,910       19,689       28,362       40,547       42,174       35,136 
Preferred dividends declared/accretion.........      (2,840)      (2,840)      (2,840)      (2,876)      (2,876)      (1,205)
                                                 ----------   ----------   ----------   ----------   ----------   ---------- 
Earnings available for Common Shares before                                                                                  
  cumulative effect of change in accounting                                                                                  
  principle....................................      10,070       16,849       25,522       37,671       39,298       33,931 
Cumulative effect of change in accounting                                                                                    
  principle....................................          --           --           --      (10,000)          --           -- 
                                                 ----------   ----------   ----------   ----------   ----------   ---------- 
Net earnings available for Common Shares.......  $   10,070   $   16,849   $   25,522   $   27,671   $   39,298   $   33,931 
                                                 ==========   ==========   ==========   ==========   ==========   ========== 
Earnings per Common Share:                                                                                                   
  Primary:                                                                                                                   
    Earnings before cumulative effect of change                                                                              
      in accounting principle..................  $     0.34   $     0.53   $     0.74   $     1.10   $     1.14   $     0.86 
    Cumulative effect of change in accounting                                                                                
      principle................................          --           --           --        (0.29)          --           -- 
                                                 ----------   ----------   ----------   ----------   ----------   ---------- 
    Net earnings...............................  $     0.34   $     0.53   $     0.74   $     0.81   $     1.14   $     0.86 
                                                 ==========   ==========   ==========   ==========   ==========   ========== 

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                                                        [Enlarge/Download Table]

                                                                                                       TWELVE      FISCAL  
                                                                                                       MONTHS       YEAR   
                                                                 FISCAL YEAR ENDED                     ENDED       ENDED   
                                                 -------------------------------------------------   ----------  ----------
                                                 MARCH 31,    MARCH 31,    MARCH 31,    MARCH 31,     JUNE 30,    JUNE 30, 
                                                    1990         1991         1992         1993         1993        1994   
                                                 ----------   ----------   ----------   ----------   ----------  ----------
                                                       (IN THOUSANDS, EXCEPT PER SHARE DATA)                               
                                                                                                                           
  Fully diluted:                                                                                                           
    Earnings before cumulative effect of change                                                                            
      in accounting principle..................  $     0.34   $     0.53   $     0.74   $     1.06   $     1.10  $     0.86
    Cumulative effect of change in accounting                                                                              
      principle................................          --           --           --        (0.26)          --          --
                                                 ----------   ----------   ----------   ----------   ----------  ----------
    Net earnings...............................  $     0.34   $     0.53   $     0.74   $     0.80   $     1.10  $     0.86
                                                  =========    =========    =========    =========    =========   =========
Cash dividends declared per Common Share.......  $     0.04   $     0.05   $     0.06   $     0.07   $     0.08  $     0.10
                                                  =========    =========    =========    =========    =========   =========
Weighted average number of shares outstanding:                                                                             
  Primary......................................      29,904       31,581       34,291       34,311       34,349      39,392
  Fully diluted................................      31,213       34,691       38,571       38,616       38,653      39,477

                                                        [Enlarge/Download Table]

                                                 MARCH 31,   MARCH 31,   MARCH 31,  MARCH 31,    JUNE 30,    JUNE 30, 
                                                   1990        1991        1992        1993        1993        1994   
                                                 ---------   ---------   ---------  ----------  ----------  ----------
                                                                 (IN THOUSANDS)                                       
                                                                                                                      
BALANCE SHEET DATA(1)(2):                                                                                             
Current assets.................................  $454,482    $711,825    $845,877   $  995,832  $1,032,902  $1,287,124
Property and equipment-net.....................    29,188      48,572      57,548       59,313      61,595      60,029
Other assets...................................    29,772      39,816      43,656       44,705      55,926      48,449
                                                 ---------   ---------   ---------  ----------  ----------  ----------
        Total assets...........................  $513,442    $800,213    $947,081   $1,099,850  $1,150,423  $1,395,602
                                                 =========   =========   =========   =========   =========   =========
Current liabilities............................  $265,302    $381,087    $408,874   $  555,094  $  594,188  $  816,042
Long-term obligations..........................   111,721     213,986     304,943      275,789     274,908     210,086
Other liabilities..............................       816         822       1,266          705       3,010         980
Redeemable preferred stock.....................    17,480      18,320      19,560       20,400      20,400          --
Shareholders' equity...........................   118,123     185,998     212,438      247,862     257,917     368,494
                                                 ---------   ---------   ---------  ----------  ----------  ----------
        Total liabilities and shareholders'                                                                           
          equity...............................  $513,442    $800,213    $947,081   $1,099,850  $1,150,423  $1,395,602
                                                 =========   =========   =========   =========   =========   =========
<FN>                                                                                                                  
---------------                                                                                                       
(1) Amounts reflect business combinations in fiscal 1991, 1992, the twelve                                            
    months ended June 30, 1993, and fiscal 1994.                                                                      

(2) The consolidated financial information includes the impact of the following                                       
    unusual items: (a) an equity transaction expense of approximately $2.0                                            
    million recorded by Whitmire in fiscal 1992, (b) a termination fee of                                             
    approximately $13.5 million received by Cardinal in fiscal 1993, resulting                                        
    from the termination by Durr-Fillauer Medical, Inc. of its agreement to                                           
    merge with Cardinal, (c) certain nonrecurring charges of approximately $9.9                                       
    million and $3.8 million recorded by Cardinal and Whitmire, respectively in                                       
    fiscal 1993, (d) a stock option compensation charge of approximately $5.2                                         
    million recorded by Whitmire in fiscal 1993, and (e) a nonrecurring charge                                        
    to reflect the estimated Whitmire Merger costs of approximately $35.9                                             
    million ($28.2 million net of tax) recorded by Cardinal in fiscal 1994.                                           


                                                        [Enlarge/Download Table]
The following supplemental information summarizes the results of operations                                         
of the Company, adjusted on a pro forma basis to reflect: (a) the                                                   
elimination of the effect of the unusual items discussed above; and (b) the                                         
redemption of Whitmire's preferred stock pursuant to the terms of the                                               
Agreement and Plan of Reorganization between Cardinal and Whitmire. Solely                                          
for purposes of the summary presented below, such redemption is assumed to                                          
have been funded from the liquidation of investments in tax-exempt                                                  
marketable securities.                                                                                              

                                                                                            TWELVE                  
                                                                   FISCAL YEAR ENDED        MONTHS      FISCAL YEAR 
                                                                  --------------------       ENDED         ENDED    
                                                                  MARCH 31,  MARCH 31,     JUNE 30,      JUNE 30,   
                                                                    1992       1993          1993          1994     
                                                                  ---------  ---------    -----------  -------------
                                                                        (IN THOUSANDS, EXCEPT PER SHARE DATA)       
                                                                                                                    
 Operating earnings..............................................  $72,310    $93,553      $  95,084     $ 121,867  
 Earnings before cumulative effect of change in accounting                                                          
   principle.....................................................  $29,252    $42,865      $  44,510     $  63,044  
 Earnings per common share before cumulative effect of change in                                                    
   accounting principle:                                                                                            
   Primary.......................................................    $0.85      $1.25          $1.30         $1.60  
   Fully diluted.................................................     0.84       1.19           1.24          1.60  

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SELLING SHAREHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of each of the Selling Shareholders of the Company's Common
Shares as of August 8, 1994, and as adjusted to reflect the sale of the shares  
offered hereby. The following table assumes the conversion of all 2,971,375     
outstanding Class B Common Shares into Common Shares both prior to and after the
Combined Offering.                                                              

                                                        [Enlarge/Download Table]

                                           COMMON                                    COMMON         
                                     SHARES BENEFICIALLY                      SHARES BENEFICIALLY   
                                     OWNED PRIOR TO THE        COMMON          OWNED AFTER THE      
                                      COMBINED OFFERING        SHARES         COMBINED OFFERING     
             NAME OF                ---------------------       BEING     ------------------------- 
      SELLING SHAREHOLDER(1)         NUMBER       PERCENT     OFFERED(2)    NUMBER        PERCENT(2)
----------------------------------  ---------     -------     ---------    ---------     ---------- 

                                                                                                    
Apollo Investment Fund,                                                                             
  L.P.(3)(4)......................  3,333,921       8.50%     1,510,000     1,823,921        4.47%  
Chemical Equity Associates(3).....  3,261,803(5)    8.32      1,510,000     1,751,803(5)     4.29   
Melburn G. Whitmire(3)(6).........  1,205,134       3.03        375,000       830,134        2.01   
Gary E. Close(6)..................    271,985       *           100,000       171,985        *      
James E. Clare(6).................    114,812       *            45,000        69,812        *      
Philip Solomons, Sr.(7)...........    145,637       *             5,000       140,637        *      
Philip Solomons, Jr.(7)...........    633,293       1.61          4,000       629,293        1.54   
Ralph S. Solomons(7)..............     81,540       *               500        81,040        *      
Richard M. Solomons(7)............     78,009       *               500        77,509        *      
William L. Clifton, Jr.(8)........    306,934       *            25,685       281,249        *      
James R. Clifton(8)...............    304,939       *            23,690       281,249        *      
The Mary Lacy Clifton Separate                                                                      
  Property Trust(8)...............    331,874       *            50,625       281,249        *      
<FN>                                                                                                
---------------                                                                                     
 *  Less than 1%                                                                                    

(1) Except as otherwise noted below, the persons named above have sole voting                       
    and investment power with respect to all shares shown as being beneficially                     
    owned by them.                                                                                  

(2) Excludes any Common Shares issuable upon exercise by the U.S. Underwriters                      
    of the overallotment option granted by certain of the Selling Shareholders                      
    to purchase Common Shares. See "Underwriting" for the allocation of the                         
    overallotment option among the Company and certain of the Selling                               
    Shareholders. To the extent that the overallotment option is exercised, the                     
    Common Shares beneficially owned after the Combined Offering would be                           
    reduced accordingly.                                                                            

(3) Cardinal has entered into a Registration Rights Agreement, dated as of                          
    October 11, 1993, as amended, with Apollo Investment Fund, L.P., Chemical                       
    Equity Associates and Mr. Whitmire whereby each such shareholder has certain                    
    rights to require the Company to register under the Securities Act Common                       
    Shares owned by them through the period ending April 25, 1999, subject to                       
    extensions under certain circumstances. See "Selling Shareholders --                            
    Whitmire Registration Rights."                                                                  

(4) As a result of the Company's merger with Whitmire on February 7, 1994 (the                      
    "Whitmire Merger"), Apollo Investment Fund, L.P. has the right to designate                     
    two nominees for election as directors of the Company for so long as (A)                        
    Apollo Investment Fund, L.P., including any of its affiliates and any of its                    
    accounts under common management and control (the "Apollo Group"), and (B)                      
    any former shareholder of Whitmire (exclusive of Apollo Advisors, L.P. and                      
    any such shareholders who were current or former employees of Whitmire as of                    
    October 11, 1993 or any family members of such employees or trusts for their                    
    benefit ("Management Shareholders")) each continue to have a pecuniary                          
    interest in 1,250,000 or more Common Shares and Class B Common Shares issued                    
    to such person in the Whitmire Merger (the "Threshold Amount"). Further,                        
    Apollo Advisors, L.P. has the right to designate one individual for so long                     
    as only one of the Apollo Group or any former shareholder of Whitmire                           
    (exclusive of Apollo Advisors, L.P. or Management Shareholders) shall                           
    continue to have a pecuniary interest in the Common Shares and Class B                          
    Common Shares which equal or exceed the Threshold Amount. In connection with                    
    the Whitmire Merger, Apollo Investment Fund, L.P. has designated as                             
    directors of Cardinal Michael S. Gross, Vice President of Apollo Capital                        
    Management, Inc., and Mitchell J. Blutt, M.D., Executive Partner of Chemical                    
    Venture Partners.                                                                               

    In addition, until the Apollo Group no longer has a pecuniary interest in                       
    the Common Shares equal to or exceeding the Threshold Amount, Cardinal must                     
    include as a member of the audit committee of its board of directors one                        
    individual on the board of directors of Cardinal designated by the Apollo                       
    Group and, if Mr. Whitmire ceases to be a                                                       

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member of the executive committee of the board of directors of Cardinal,
 Cardinal is required to include as a member of the executive committee of
   the board of directors one individual on the board of directors of Cardinal
designated by the Apollo Group.                                         

(5) Chemical Equity Associates owns all of the 2,971,375 outstanding Class B    
Common Shares. The share ownership amounts are calculated assuming the  
   conversion of all such outstanding Class B Common Shares into Common Shares
immediately prior to this Combined Offering. See "Description of Capital
Stock." Prior to the conversion of such Class B Common Shares, Chemical 
    Equity Associates owns of record 290,428 Common Shares and 2,971,375 Class B
Common Shares. Chemical Equity Associates has informed the Company that,
  immediately prior to the consummation of the Combined Offering, it intends
   to convert 1,510,000 Class B Common Shares into Common Shares to be sold in
  the Combined Offering assuming no exercise by the U.S. Underwriters of the
overallotment option.                                                   

(6) In connection with the Whitmire Merger in February 1994, Mr. Whitmire       
  entered into a three-year employment agreement with the Company and serves
  as a director and Vice Chairman of the Company. Gary E. Close and James E.
 Clare also entered into three-year employment agreements with the Company
 and serve as its Executive Vice President -- Western Region and Executive
  Vice President -- Southern Region, respectively. The shares shown above as
    being beneficially owned by Mr. Whitmire include 532,333 Common Shares which
 he has the right to acquire pursuant to options currently exercisable and
4,801 Common Shares which he holds as custodian for a minor child. The  
   shares shown above as being beneficially owned by Mr. Close include 146,125
 Common Shares which he has the right to acquire pursuant to options which
  are currently exercisable. The shares shown as being beneficially owned by
Mr. Clare include 52,187 Common Shares which he has the right to acquire
pursuant to options which are currently exercisable.                    

(7) In connection with the merger of Solomons Company, a Savannah, Georgia based
drug wholesaler, with Cardinal on May 4, 1993 (the "Solomons Merger"),  
    Philip Solomons, Sr. entered into a seven-year consulting agreement with and
    serves as the Senior Chairman of Solomons Company, a wholly-owned subsidiary
 of the Company. Philip Solomons, Jr., Ralph Solomons and Richard Solomons
(sons of Philip Solomons, Sr.) each entered into five-year employment   
agreements with Solomons Company in connection with the Solomons Merger.
    Philip Solomons, Jr. serves as the President of Solomons Company. The shares
shown above as being beneficially owned by Philip Solomons, Sr. include 
   51,441 Common Shares owned by Mr. Solomons' wife. The shares shown above as
being beneficially owned by Philip Solomons, Jr. include 17,948 Common  
    Shares held in his individual retirement account, 250,756 Common Shares held
    in a trust established by Philip Solomons, Sr., as to which Philip Solomons,
Jr. acts as sole trustee and 264,793 Common Shares held in a trust      
 established by Shirley Solomons (the wife of Philip Solomons, Sr.), as to
  which Philip Solomons, Jr. acts as sole trustee. The shares shown above as
   being beneficially owned by Ralph Solomons include 6,290 Common Shares held
in his individual retirement account. The shares shown above as being   
  beneficially owned by Richard Solomons include 3,911 Common Shares held in
his individual retirement account.                                      

(8) In connection with the merger of Behrens Inc., a Waco, Texas based drug     
  wholesaler, with Cardinal on July 18, 1994 (the "Behrens Merger"), William
  L. Clifton, Jr. and James R. Clifton each entered into two-year employment
agreements with Behrens Inc., a wholly-owned subsidiary of the Company. 
  William L. Clifton, Jr. serves as the President of Behrens Inc., and James
 R. Clifton serves as the Vice President -- Operations of Behrens Inc. The
   shares shown above as being beneficially owned by James R. Clifton, include
   74,974 held by James R. Clifton and his wife, Barbara Clifton, as community
    property, and all of the shares being sold in the Combined Offering are held
    as community property. The shares shown above as being beneficially owned by
William L. Clifton, Jr. do not include 331,874 Common Shares held by The
  Mary Lacy Clifton Separate Property Trust, of which Mr. Clifton is the Co-
Trustee.                                                                

WHITMIRE REGISTRATION RIGHTS                                                    

In connection with the Whitmire Merger, Cardinal granted to Apollo    
Investment Fund, L.P., Chemical Equity Associates ("CEA") and Mr. Whitmire      
(collectively, the "Whitmire Stockholders") certain rights to require Cardinal  
to register under the Securities Act Common Shares held by them (including      
Common Shares issuable to CEA upon conversion of Class B Common Shares). These  
rights include "demand" and "piggyback" registration rights and are contained in
the Registration Rights Agreement dated as of October 11, 1993 (the             
"Registration Rights Agreement"), as amended, among Cardinal, the Whitmire      
Stockholders and Robert D. Walter, Chairman of Cardinal. Under the Registration 
Rights Agreement, the Whitmire Stockholders are entitled to require Cardinal to 
file a registration statement under the Securities Act                          

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with the Commission covering the sale of their shares (a "Required              
Registration") up to seven times in the five-year period ending April 25, 1999, 
unless earlier terminated or extended as provided below. The Whitmire           
Stockholders may only request up to four Required Registrations during the      
three-year period ending April 25, 1997. Cardinal will pay all expenses incurred
in connection with up to four Required Registrations, exclusive of the fees and 
expenses of counsel for selling stockholders. In addition, the selling Whitmire 
Stockholders will be responsible for any underwriters' discounts and commissions
attributable to the sale of their shares.                                       

  Cardinal is not required to effect the first Required Registration under
the Registration Rights Agreement unless Whitmire Stockholders (together with   
certain permitted transferees) making the request hold at least 1,250,000 Common
Shares and Class B Common Shares, and Cardinal is not required to effect        
subsequent Required Registrations unless such persons hold (i) at least 937,500 
Common Shares and Class B Common Shares acquired in the Whitmire Merger, or (ii)
Common Shares and Class B Common Shares acquired in the Whitmire Merger with a  
fair market value of at least $25 million. The Whitmire Stockholders may not    
make a request for a Required Registration until 180 days have elapsed since the
completion of a prior Required Registration. In addition, Cardinal has the right
to delay for up to 90 days the filing of a registration statement with respect  
to a Required Registration if Cardinal's Board of Directors determines such     
action is in the best interests of Cardinal's shareholders, but Cardinal may not
invoke a delay if at least 12 months have not elapsed from the end of any       
previous delay period. These delays and certain other events will extend on a   
day-for-day basis the five-and three-year periods referred to in the preceding  
and following paragraphs.                                                       

The Registration Rights Agreement also provides that the Whitmire     
Stockholders have the right to include their Common Shares in registration      
statements filed by Cardinal in connection with primary or secondary offerings  
for cash (with certain exceptions). These "piggyback" registration rights also  
terminate on April 25, 1999 unless earlier terminated or extended.              

The demand and piggyback registration rights granted to (i) CEA, its  
affiliates and successors (the "Chemical Holders"), and (ii) Apollo Investment  
Fund, L.P., its affiliates and successors (the "Apollo Holders"), terminate     
prior to April 25, 1999, if the Chemical Holders or the Apollo Holders, as the  
case may be, either (i) shall beneficially own fewer than 312,500 Common Shares 
and Class B Common Shares or (ii) shall acquire more than an additional 625,000 
Common Shares and Class B Common Shares without the Company's consent. The      
Registration Rights Agreement also limits the grant by Cardinal of additional   
registration rights.                                                            

SOLOMONS REGISTRATION RIGHTS                                                    

Cardinal has granted to the former shareholders of Solomons Company   
("Solomons Stockholders") the right until May 4, 1995 (exercisable by holders   
representing a majority of all Common Shares issued to Solomons Stockholders in 
the Solomons Merger) to include Common Shares received in the Solomons Merger in
registration statements filed by Cardinal in connection with offerings of Common
Shares. This participation by Solomons Stockholders is limited to 10% of the    
number of Common Shares offered in such registration statement.                 

BEHRENS REGISTRATION RIGHTS                                                     

   Cardinal has granted to the former shareholders of Behrens Inc. ("Behrens
Stockholders") the right until July 18, 1996 (exercisable by holders            
representing a majority of all Common Shares issued to Behrens Stockholders in  
the Behrens Merger) to include up to an aggregate of 187,500 Common Shares      
received in the Behrens Merger in registration statements filed by Cardinal in  
connection with offerings of Common Shares. The Common Shares to be included in 
a registration statement at the request of Behrens Stockholders, when combined  
with Common Shares included in such a registration statement at the request of  
Solomons Stockholders, shall not exceed 10% of the number of Common Shares      
offered in such a registration statement. Upon completion of the Combined       
Offering and assuming no exercise by the U.S. Underwriters of the overallotment 
option, 87,500 Common Shares will remain subject to the registration rights of  
Behrens Stockholders.                                                           

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SHARES ELIGIBLE FOR FUTURE SALE                                                 

     Pursuant to the Registration Rights Agreement described above, Cardinal has
granted to certain of the Whitmire Stockholders the right, exercisable during   
the five-year period ending April 25, 1999, to register 7,800,858 Common Shares 
(which number reflects all stock splits and stock dividends and assumes         
conversion of all 2,971,375 Class B Common Shares and the exercise of options to
purchase all 532,333 Common Shares held by Mr. Whitmire) issued or issuable to  
the Whitmire Stockholders as a result of the Whitmire Merger. Assuming the sale 
of 3,395,000 Common Shares hereunder and no exercise by the U.S. Underwriters of
the overallotment option, the Whitmire Stockholders will continue to have       
4,405,858 Common Shares available for future sale.                              

    In connection with the Solomons Merger, Solomons Stockholders received, in
a private placement, 1,062,000 Common Shares (which number reflects all stock   
splits and stock dividends). Assuming the sale of 10,000 Common Shares          
hereunder, Solomons Stockholders will continue to have 1,052,000 Common Shares  
available for future sale, which shares are restricted under the Securities Act.
Solomons Stockholders will be able to sell such Common Shares under Rule 144 of 
the Securities Act beginning May 4, 1995, and they have certain registration    
rights described above until such date.                                         

    In connection with the Behrens Merger, Behrens Stockholders received, in a
private placement, 943,747 Common Shares (which number reflects all stock splits
and stock dividends). Assuming the sale of 100,000 Common Shares hereunder, and 
no exercise by the U.S. Underwriters of the overallotment option, Behrens       
Stockholders will continue to have 843,747 Common Shares available for future   
sale, which shares are restricted under the Securities Act. The Behrens         
Stockholders will be able to sell such Common Shares under Rule 144 of the      
Securities Act beginning July 18, 1996, and they have certain registration      
rights described above until such date.                                         

   The Company and the Selling Shareholders (who will beneficially own after
the Combined Offering 6,419,881 Common Shares, assuming no exercise by the U. S.
Underwriters of the overallotment option, and the conversion of all Class B     
Common Shares into Common Shares) have agreed that, for a period of 90 days from
the date of this Prospectus, they will not, without the prior written consent of
Smith Barney Inc., sell, contract to sell, or otherwise dispose of, any Common  
Shares, or any securities convertible into, or exercisable or exchangeable for, 
Common Shares, except under certain circumstances set forth in the U.S.         
Underwriting Agreement and the International Underwriting Agreement.            

DESCRIPTION OF CAPITAL STOCK

   The Company's authorized capital shares consist of: (a) 60,000,000 Common
Shares, without par value, of which at August 8, 1994, 36,247,148 were          
outstanding, 3,930,000 were reserved for issuance under stock incentive plans   
(including approximately 1,020,000 Common Shares reserved for issuance under    
stock option agreements entered into between the Company and former holders of  
options to purchase shares of common stock of Whitmire), and 2,971,375 were     
reserved for issuance upon conversion of the Company's outstanding Class B      
Common Shares (as defined below); (b) 5,000,000 Class B common shares, without  
par value (the "Class B Common Shares"), of which, at August 8, 1994, 2,971,375 
were outstanding; and (c) 500,000 non-voting preferred shares, without par value
(the "Preferred Shares"), none of which has been issued. The Class B Common     
Shares were authorized in February 1994 in connection with the Whitmire Merger  
because Chemical Equity Associates ("CEA"), one of the former Whitmire          
Stockholders, is regulated under the Bank Holding Company Act and is thus       
prohibited from holding voting stock of Cardinal in excess of certain           
limitations. All of the outstanding Class B Common Shares are held by CEA.      

  All of the outstanding Common Shares and Class B Common Shares are fully
paid and nonassessable. Holders of the Common Shares and Class B Common Shares  
do not have preemptive rights. All holders of the Common Shares and the Class B 
Common Shares share equally in dividends, when and as declared by the Board of  
Directors. Generally, holders of Common Shares have no rights to convert their  
shares into any other security; except, however, any Regulated Shareholder (a   
defined term in the Company's Amended and Restated Articles of Incorporation, as
amended (the "Articles")), is entitled to convert at any time any or all        

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of its Common Shares into the same number of Class B Common Shares. Holders of  
Class B Common Shares may convert such shares into Common Shares only if the    
holder reasonably believes that the converted shares will be transferred within 
15 days pursuant to a Conversion Event (a defined term in the Articles which    
generally involves a disposition of the Class B Common Shares), such holder     
agrees not to vote any such Common Shares prior to such Conversion Event and    
such holder undertakes to promptly convert such shares into Class B Common      
Shares if the Common Shares are not transferred pursuant to that Conversion     
Event. In the event of liquidation of the Company, holders of the Common Shares 
and the Class B Common Shares are entitled to share ratably in any assets       
remaining after payment of all liabilities, subject to prior distribution rights
of any Preferred Shares then outstanding. Holders of the Common Shares are      
entitled to one vote per share for the election of directors and upon all       
matters on which shareholders are entitled to vote. Holders of Class B Common   
Shares are entitled to one-fifth of one vote per share in the election of       
directors and upon all matters on which shareholders are entitled to vote.      
Holders of Common Shares and Class B Common Shares are entitled to vote their   
shares cumulatively for the election of directors subject to compliance with    
provisions of applicable law.                                                   

     Pursuant to the Company's Restated Code of Regulations (the "Regulations"),
the Company's board of directors consists of fourteen members, divided into two 
classes of five members each and a third class of four members. The Regulations 
provide that the number of directors may be increased or decreased by action of 
the board of directors upon the majority vote of the board, but in no case shall
the number of directors be fewer than nine or more than fourteen without an     
amendment approved by the affirmative vote of the holders of not less than 75%  
of the shares having voting power with respect to that proposed amendment. The  
Regulations require that any proposal to either remove a director during his    
term of office or to further amend the Regulations relating to the              
classification or removal of directors be approved by the affirmative vote of   
the holders of not less than 75% of the shares having voting power with respect 
to such proposal. The board of directors may fill any vacancy with a person who 
shall serve until the shareholders hold an election to fill the vacancy. The    
purpose of these provisions is to prevent directors from being removed from     
office prior to the expiration of their respective terms, thus protecting the   
safeguards inherent in the classified board structure unless dissatisfaction    
with the performance of one or more directors is widely shared by the Company's 
shareholders. These provisions could also have the effect of increasing from one
year to two or three years (depending upon the number of Common Shares and Class
B Common Shares held) the amount of time required for an acquiror to obtain     
control of the Company by electing a majority of the board of directors and may 
also make the removal of incumbent management more difficult and discourage or  
render more difficult certain mergers, tender offers, proxy contests, or other  
potential takeover proposals.                                                   

    The foregoing descriptions of the Common Shares, Class B Common Shares and
Preferred Shares and the provisions relating to the Articles and Regulations are
not complete and are qualified in their entirety by reference to the Articles   
and the Regulations, which are incorporated by reference into the Registration  
Statement of which this Prospectus is a part. See "Available Information."      

TRANSFER AGENT AND REGISTRAR                                                    

  The Company's transfer agent and registrar for the Common Shares is Bank
One, Indianapolis, NA, Indianapolis, Indiana.                                   

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UNDERWRITING

Upon the terms and subject to the conditions contained in the U.S.      
Underwriting Agreement dated the date hereof, each of the underwriters of the   
United States and Canadian offering of Common Shares named below (the "U.S.     
Underwriters"), for whom Smith Barney Inc., Goldman, Sachs & Co., Bear, Stearns 
& Co. Inc., and William Blair & Company are acting as Representatives (the      
"Representatives"), has severally agreed to purchase, and the Company has agreed
to sell to each U.S. Underwriter, the number of Common Shares set forth opposite
the name of such U.S. Underwriter.                                              

                                                        [Enlarge/Download Table]

                      U.S. UNDERWRITER                         NUMBER OF COMMON SHARES
-------------------------------------------------------------  -----------------------
                                                                                      
Smith Barney Inc.............................................                         
Goldman, Sachs & Co..........................................                         
Bear, Stearns & Co. Inc......................................                         
William Blair & Company......................................                         
                                                                      ---------       
          Total..............................................         4,250,000       
                                                                      =========       

    Under the terms and subject to the conditions contained in the International
Underwriting Agreement dated the date hereof, each of the managers of the       
concurrent international offering of Common Shares named below (the "Managers"),
for whom Smith Barney Inc., Goldman Sachs International, Bear, Stearns          
International Limited, and William Blair & Company are acting as lead managers  
(the "Lead Managers"), has severally agreed to purchase, and the Company has    
agreed to sell to each Manager, the number of Common Shares set forth opposite  
the name of such Manager.                                                       

                                                        [Enlarge/Download Table]

                           MANAGER                             NUMBER OF COMMON SHARES
-------------------------------------------------------------  -----------------------
                                                                                      
Smith Barney Inc.............................................                         
Goldman Sachs International..................................                         
Bear, Stearns International Limited..........................                         
William Blair & Company......................................                         
                                                                      ---------       
          Total..............................................         1,000,000       
                                                                      =========       

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  The obligations of the several U.S. Underwriters and Managers to pay for
and accept delivery of the Common Shares are subject to approval of certain     
legal matters by counsel and to certain other conditions. The U.S. Underwriters 
and Managers are obligated to take and pay for all Common Shares offered hereby 
(other than those covered by the overallotment option described below) if any   
such Common Shares are taken.                                                   

 The Representatives and Lead Managers have advised the Company that the
U.S. Underwriters and Managers propose to offer part of the Common Shares       
directly to the public at the public offering price set forth in the cover page 
of this Prospectus and part of the Common Shares to certain dealers at a price  
which represents a concession not in excess of $          per Common Share under
the public offering price. Any U.S. Underwriter or Manager may allow, and such  
dealers may reallow, a concession not in excess of $          per Common Share  
to any other U.S. Underwriter or Manager, respectively, or to certain other     
dealers.                                                                        

 The Company and certain of the Selling Shareholders have granted to the
U.S. Underwriters an option, exercisable for 30 days from the date of this      
Prospectus, to purchase up to 787,500 additional Common Shares at the price to  
the public set forth on the cover page of this Prospectus minus the underwriting
discounts and commissions. The overallotment option will be allocated among the 
Company and the following Selling Shareholders in the amount set forth opposite 
their names: Cardinal -- 266,949 Common Shares; Apollo Investment Fund, L.P. -- 
251,934 Common Shares; Chemical Equity Associates -- 251,934 Common Shares;     
William L. Clifton, Jr. -- 4,285 Common Shares; James R. Clifton -- 3,952 Common
Shares; and The Mary Lacy Clifton Separate Property Trust -- 8,446 Common       
Shares. To the extent that the overallotment option is exercised for less than  
787,500 Common Shares, the option will be exercised pro rata among the Company  
and the foregoing Selling Shareholders. The U.S. Underwriters may exercise such 
option solely for the purpose of covering overallotments, if any, made in       
connection with the sales of the Common Shares offered hereby. To the extent    
such option is exercised, each U.S. Underwriter will be obligated, subject to   
certain conditions, to purchase approximately the same percentage of such       
additional Common Shares as the number of Common Shares set forth opposite each 
U.S. Underwriter's name in the preceding table bears to the total number of     
Common Shares listed in such table.                                             

Any offer of Common Shares in Canada will be made only pursuant to an 
exemption from the requirement to file a prospectus in the relevant province of 
Canada in which such offer is made.                                             

     Each Manager has represented and agreed that (i) it has not offered or sold
and will not offer or sell in the United Kingdom, by means of any document, any 
Common Shares other than to persons whose ordinary business is to buy or sell   
shares or debentures, whether as principal or agent (except under circumstances 
that do not constitute an offer to the public within the meaning of the         
Companies Act 1985), (ii) it has complied and will comply with all applicable   
provisions of the Financial Services Act 1986 with respect to anything done by  
it in relation to the Common Shares in, from, or otherwise involving, the United
Kingdom, and (iii) it has only issued or passed on or will only issue or pass on
to any person in the United Kingdom any investment document (within the meaning 
of the Financial Services Act 1986) relating to the Common Shares if that person
is of the kind described in Article 9(3) of the Financial Services Act 1986     
(Investment Advertisements) (Exemptions) Order 1988.                            

     No action has been or will be taken in any jurisdiction by the Company, any
Selling Shareholder, or the Managers that would permit an offering to the       
general public of the Common Shares offered hereby in any jurisdiction other    
than the United States.                                                         

     Purchasers of the Common Shares offered hereby may be required to pay stamp
taxes and other charges in accordance with the laws and practices of the country
of the purchase in addition to the offering price set forth on the cover page of
this Prospectus.                                                                

   The Company and the Selling Shareholders (who will beneficially own after
the Combined Offering 6,419,881 Common Shares, assuming no exercise by the U. S.
Underwriters of the overallotment option and the conversion of all Class B      
Common Shares to Common Shares) have agreed that, for a period of 90 days from  
the date of this Prospectus, they will not, without the prior written consent of
Smith Barney Inc., sell,                                                        

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contract to sell, or otherwise dispose of, any Common Shares, or any securities 
convertible into, or exercisable or exchangeable for, Common Shares, except     
Common Shares issued (i) pursuant to outstanding options and employee benefit   
plans, (ii) in any acquisitions or (iii) upon conversion of Class B Common      
Shares of the Company.                                                          

     In connection with the Combined Offering, certain U.S. Underwriters and the
Managers or their respective affiliates who are qualifying registered market    
makers on the Nasdaq National Market, may engage in passive market-making       
transactions in the Common Shares of the Company on the Nasdaq National Market  
in accordance with Rule 10b-6A under the Exchange Act during the                
two-business-day period before commencement of offers or sales of the Common    
Shares. The passive market-making transactions must comply with applicable      
volume and price limits and be identified as such. In general, a passive market 
maker may display its bid at a price not in excess of the highest independent   
bid for the security; if all independent bids are lowered below the passive     
market-maker's bid, however, such bid must then be lowered when certain purchase
limits are exceeded.                                                            

The Company, the U.S. Underwriters and the Managers have agreed to    
indemnify each other against certain liabilities, including liabilities under   
the Securities Act.                                                             

The U.S. Underwriters and the Managers have entered into an Agreement 
between U.S. Underwriters and Managers pursuant to which each U.S. Underwriter  
has agreed that, as part of the distribution of 4,250,000 Common Shares offered 
in the U.S. Offering (i) it is not purchasing any such Common Shares for the    
account of anyone other than a U.S. or Canadian Person and (ii) it has not      
offered or sold, and will not offer, sell, resell or deliver, directly or       
indirectly, any of such Common Shares or distribute any prospectus relating to  
the U.S. Offering outside the United States or Canada or to anyone other than a 
U.S. or Canadian Person. In addition, each Manager has agreed that as part of   
the distribution of the 1,000,000 Common Shares offered in the International    
Offering (i) it is not purchasing any such Common Shares for the account of any 
U.S. or Canadian Person and (ii) it has not offered or sold, and will not offer,
sell, resell or deliver, directly or indirectly, any of such Common Shares or   
distribute any prospectus relating to the International Offering in the United  
States or Canada or to any U.S. or Canadian Person. Each U.S. Underwriter and   
Manager has also agreed that it will offer to sell Common Shares only in        
compliance with all relevant requirements of any applicable laws.               

    The foregoing limitations do not apply to stabilization transactions or to
certain other transactions specified in the U.S. Underwriting Agreement, the    
International Underwriting Agreement and the Agreement between U.S. Underwriters
and Managers including, (i) certain purchases and sales between the U.S.        
Underwriters and the Managers, (ii) certain offers, sales, resales, deliveries  
or distributions to or through investment advisors or other persons exercising  
investment discretion, (iii) purchases, offers or sales by a U.S. Underwriter   
who is also acting as a U.S. Underwriter, and (iv) other transactions           
specifically approved by the Representatives and the Lead Managers. As used     
herein, "U.S. or Canadian Person" means any resident or national of the United  
States or Canada, any corporation, partnership or other entity created or       
organized in or under the laws of the United States or Canada or any estate or  
trust the income of which is subject to United States or Canadian income        
taxation regardless of the source of its income (other than the foreign branch  
of any U.S. or Canadian Person), and includes any United States or Canadian     
branch of a person other than a U.S. or Canadian Person.                        

LEGAL MATTERS 

    Certain legal matters in connection with the offering of the Common Shares
will be passed upon for the Company by Baker & Hostetler, Columbus, Ohio.       
Michael E. Moritz, a director of the Company, is a partner of Baker & Hostetler 
and is the beneficial owner of 544,566 Common Shares. Certain legal matters in  
connection with the Common Shares offered hereby will be passed upon for the    
Underwriters by Davis Polk & Wardwell. Certain legal matters in connection with 
the Common Shares offered hereby will be passed upon for certain of the Selling 
Shareholders by Wachtell, Lipton, Rosen & Katz.                                 

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EXPERTS 

   The consolidated financial statements of the Company and its consolidated
subsidiaries, except Whitmire Distribution Corporation, as of March 31, 1993 and
1992 and for each of the three years in the period ended March 31, 1993,        
incorporated in this Prospectus by reference from the Company's Current Report  
on Form 8-K dated February 11, 1994 have been audited by Deloitte & Touche LLP  
as stated in their report which is incorporated herein by reference (which      
report expresses an unqualified opinion and includes an explanatory paragraph   
referring to the change in the method of accounting for income taxes). The      
financial statements of Whitmire Distribution Corporation (consolidated with    
those of the Company in the consolidated financial statements) have been audited
by Arthur Andersen & Co., as stated in its report which is incorporated herein  
by reference from the Company's Current Report on Form 8-K dated February 11,   
1994. Such consolidated financial statements of the Company and its consolidated
subsidiaries are incorporated by reference herein in reliance upon the          
respective reports of such firms given upon their authority as experts in       
accounting and auditing. Both of the foregoing firms are independent auditors.  

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------------------------------------------------------                          
------------------------------------------------------                          

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, 
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.   
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN    
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY    
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER  
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY    
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS 
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN   
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.                                     

------------------------

TABLE OF CONTENTS 

                                                                [Download Table]

                                        PAGE 
                                        -----
                                             
Available Information................       2
Incorporation of Certain Documents by        
  Reference..........................       2
The Company..........................       3
Use of Proceeds......................       6
Market Price and Dividend Data.......       6
Capitalization.......................       7
Selected Consolidated Financial              
  Information........................       8
Selling Shareholders.................      10
Description of Capital Stock.........      13
Underwriting.........................      15
Legal Matters........................      17
Experts..............................      18

------------------------------------------------------                          
------------------------------------------------------                          

------------------------------------------------------                          
------------------------------------------------------                          
5,250,000 SHARES
[Logo]
COMMON SHARES 

------------------------------
PROSPECTUS
              , 1994
------------------------------
SMITH BARNEY INC. 

GOLDMAN, SACHS & CO.

BEAR, STEARNS & CO. INC.

WILLIAM BLAIR & COMPANY 
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[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS] 

***************************************************************************     
*                                                                         *     
*             SUBJECT TO COMPLETION, DATED AUGUST 25, 1994                *     
*                                                                         *     
*  INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.    *     
*  A  REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS             *     
*  BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE          *     
*  SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO  *     
*  THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS            *     
*  PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION   *     
*  OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN  *     
*  ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL  *     
*  PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF    *     
*  ANY SUCH STATE.                                                        *     
*                                                                         *     
***************************************************************************     

PROSPECTUS                                                                      
5,250,000 SHARES

[LOGO]

COMMON SHARES 
------------------
    Of the 5,250,000 Common Shares offered hereby, 1,600,000 are being sold by
Cardinal Health, Inc. ("Cardinal" or the "Company") and 3,630,000 are being sold
by certain shareholders of the Company (the "Selling Shareholders"). See        
"Selling Shareholders." The Company will not receive any of the proceeds from   
the sale of Common Shares by the Selling Shareholders. Of the 5,250,000 Common  
Shares being offered, 1,000,000 are being offered hereby in an international    
offering outside of the United States and Canada (the "International Offering") 
by the Managers (as defined herein) and 4,250,000 Common Shares are being       
offered in a concurrent offering in the United States and Canada (the "U.S.     
Offering" and, together with the International Offering, the "Combined          
Offering") by the U.S. Underwriters (as defined herein). See "Underwriting."    

   Application has been made to list the Common Shares on the New York Stock
Exchange under the symbol "CAH." Currently the Common Shares are quoted on the  
Nasdaq National Market under the symbol "CDIC." On August 24, 1994, the last    
reported sale price for the Company's Common Shares on the Nasdaq National      
Market was $38.50 per share.                                                    
------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES        
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS    
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE               
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR         
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION   
  TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                                        [Enlarge/Download Table]
                                                                                                         
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
                                                         UNDERWRITING                      PROCEEDS TO   
                                          PRICE TO      DISCOUNTS AND     PROCEEDS TO        SELLING     
                                           PUBLIC       COMMISSIONS(1)     COMPANY(2)      SHAREHOLDERS  
---------------------------------------------------------------------------------------------------------
Per Share                                    $                $                $                $        
---------------------------------------------------------------------------------------------------------
Total                                        $                $                $                $        
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
<FN>                                                                                                     
(1) The Company and the Selling Shareholders have agreed to indemnify the                                
    Managers against certain liabilities, including certain liabilities under                            
    the Securities Act of 1933, as amended. See "Underwriting."                                          
(2) Before deducting expenses of the Combined Offering payable by the Company,                           
    estimated at $400,000.                                                                               
(3) The Company and certain of the Selling Shareholders have granted the U.S.                            
    Underwriters an option, exercisable within 30 days after the date hereof, to                         
    purchase up to 787,500 additional Common Shares for sale in the U.S.                                 
    Offering only on the same terms per share solely for the purpose of covering                         
    overallotments, if any. If the U.S. Underwriters exercise such option in                             
    full, the Price to Public, Underwriting Discounts and Commissions, Proceeds                          
    to Company and Proceeds to Selling Shareholders will be $        ,                                   
    $        , $        , and $        , respectively. See "Underwriting."                               
                               ------------------                                                        

The Common Shares are offered by the several Managers when, as and if 
delivered to and accepted by them and subject to their right to reject orders in
whole or in part. It is expected that the Common Shares will be available for   
delivery at the offices of Smith Barney Inc., 388 Greenwich Street, New York,   
New York 10013 or through the facilities of the Depository Trust Company, on or 
about             , 1994.                                                       
------------------
SMITH BARNEY INC.                                                               
GOLDMAN SACHS INTERNATIONAL               
                       BEAR, STEARNS INTERNATIONAL LIMITED
                                     WILLIAM BLAIR & COMPANY
, 1994                                                  

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[ALTERNATIVE PAGE FOR INTERNATIONAL PROSPECTUS] 

------------------------------------------------------                          
------------------------------------------------------                          

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, 
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.   
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN    
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY    
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER  
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY    
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS 
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN   
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.                                     

------------------------

TABLE OF CONTENTS 

                                                                [Download Table]

                                        PAGE 
                                        -----
                                             
Available Information................       2
Incorporation of Certain Documents by        
  Reference..........................       2
The Company..........................       3
Use of Proceeds......................       6
Market Price and Dividend Data.......       6
Capitalization.......................       7
Selected Consolidated Financial              
  Information........................       8
Selling Shareholders.................      10
Description of Capital Stock.........      13
Underwriting.........................      15
Legal Matters........................      17
Experts..............................      18

------------------------------------------------------                          
------------------------------------------------------                          

------------------------------------------------------                          
------------------------------------------------------                          
5,250,000 SHARES
[Logo]
COMMON SHARES 

------------------------------
PROSPECTUS
              , 1994
------------------------------
SMITH BARNEY INC. 

GOLDMAN SACHS 
INTERNATIONAL 

BEAR, STEARNS 
INTERNATIONAL LIMITED 

WILLIAM BLAIR & COMPANY 
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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                           

   The fees and expenses in connection with the issuance and distribution of
the securities being registered are as follows:                                 

                                                        [Enlarge/Download Table]
                                                                                         
Registration Fee -- Securities and Exchange Commission.......................... $ 80,154
NASD Fee........................................................................   23,744
Accounting Fees and Expenses*...................................................   50,000
Blue Sky Fees and Expenses (including related fees and expenses of counsel)*....   15,000
Legal Fees and Expenses*........................................................   70,000
Printing Expenses*..............................................................  120,000
Miscellaneous Expenses*.........................................................   41,102
                                                                                 --------
          TOTAL................................................................. $400,000
                                                                                 ========

---------------                                                                 

* Estimated                                                                     

ITEM 15.  INDEMNIFICATION OF OFFICERS AND DIRECTORS                             

Section 1701.13(E) of the Ohio Revised Code sets forth conditions and 
limitations governing the indemnification of officers, directors, and other     
persons.                                                                        

  Article 6 of the Regulations contains certain indemnification provisions
adopted pursuant to authority contained in Section 1701.13(E) of the Ohio       
Revised Code. The Regulations provide for the indemnification of its officers,  
directors, employees, and agents against all expenses with respect to any       
judgments, fines, and amounts paid in settlement, or with respect to any        
threatened, pending, or completed action, suit, or proceeding to which they were
or are parties or are threatened to be made parties by reason of acting in such 
capacities, provided that it is determined, either by a majority vote of a      
quorum of disinterested directors of the Company or the shareholders of the     
Company or otherwise as provided in Section 1701.13(E) of the Ohio Revised Code,
that (a) they acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interest of the Company; (b) in any action, suit, 
or proceeding by or in the right of the Company, they were not, and have not    
been adjudicated to have been, negligent or guilty of misconduct in the         
performance of their duties to the Company; and (c) with respect to any criminal
action or proceeding, that they had no reasonable cause to believe that their   
conduct was unlawful. Section 1701.13(E) provides that to the extent a director,
officer, employee, or agent has been successful on the merits or otherwise in   
defense of any such action, suit, or proceeding, he shall be indemnified against
expenses reasonably incurred in connection therewith. At present there are no   
material claims, actions, suits, or proceedings pending where indemnification   
would be required under these provisions, and the Company does not know of any  
such threatened claims, actions, suits, or proceedings which may result in a    
request for such indemnification.                                               

 The Company has entered into indemnification contracts with each of its
directors and executive officers. These contracts generally: (i) confirm the    
existing indemnity provided to them under the Regulations and assure that this  
indemnity will continue to be provided; (ii) provide that if the Company does   
not maintain directors' and officers' liability insurance, the Company will, in 
effect, become a self-insurer of the coverage; and (iii) provide that, in       
addition, the directors and officers shall be indemnified to the fullest extent 
permitted by law against all expenses (including legal fees), judgments, fines, 
and settlement amounts paid or incurred by them in any action or proceeding,    
including any action by or in the right of the Company, on account of their     
service as a director, officer, employee, or agent of the Company or at the     
request of the Company as a director, officer, employee, or agent of another    
corporation or enterprise. Coverage under the contracts is excluded: (A) on     
account of conduct which is finally adjudged to be knowingly fraudulent,        
deliberately dishonest, or willful misconduct; or (B) if a final court of       
adjudication shall determine that such indemnification is not lawful; or (C) in 
respect of any suit in which judgment is rendered for violations of Section     
16(b) of the Securities and Exchange Act of 1934, as amended, or similar        
provisions of any federal, state, or local                                      

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statutory law; or (D) on account of any remuneration paid which is finally      
adjudged to have been in violation of law; or (E) as to officers who are not    
directors, with respect to any act or omission which is finally adjudged to have
been a violation, other than in good faith, of Cardinal's Standards of Business 
Conduct of which the officer then most recently has received written notice. The
indemnification agreements are applicable to claims asserted after their        
effective date, whether arising from acts or omissions occurring before or after
their effective date, and associated legal expenses.                            

ITEM 16.  EXHIBITS                                                              

                                                        [Enlarge/Download Table]

EXHIBIT                                                                                               
NUMBER                                               DESCRIPTION                                      
-------        ---------------------------------------------------------------------------------------
                                                                                                      
     1         Forms of Underwriting Agreements (to be filed by amendment)                            
   4.1       * Amended and Restated Articles of Incorporation, as amended, of the Company             
   4.2       * Restated Code of Regulations of the Company                                            
   4.3      ** Registration Rights Agreement dated as of October 11, 1993, as amended, among Cardinal,
               the Whitmire Stockholders and Robert D. Walter                                         
     5         Opinion of Baker & Hostetler                                                           
  23.1         Consent of Deloitte & Touche LLP                                                       
  23.2         Consent of Arthur Andersen & Co.                                                       
  23.3         Consent of Baker & Hostetler (contained in Exhibit 5)                                  
    24         Powers of Attorney (included at page II --3)                                           

---------------                                                                                       
<FN>                                                                                                  
 * Incorporated by reference from Exhibits 3.01 and 3.02, respectively, of the                        
   Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March                         
   31, 1994, filed with the Commission on May 11, 1994.                                               

** Incorporated by reference from Exhibit 4.03 of the Company's Registration                          
   Statement on Form S-4 (No. 33-51581), filed with the Commission on December                        
   21, 1993.                                                                                          


ITEM 17.  UNDERTAKINGS                                                          

The undersigned Registrant hereby undertakes that, for purposes of    
determining any liability under the Securities Act of 1933, as amended (the     
"Securities Act"), each filing of the Registrant's annual report pursuant to    
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as       
amended, that is incorporated by reference in the Registration Statement shall  
be deemed to be a new registration statement relating to the securities offered 
therein, and the offering of such securities at that time shall be deemed to be 
the initial bona fide offering thereof.                                         

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the         
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant   
has been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,     
unenforceable. In the event that a claim for indemnification against such       
liabilities (other than the payment by the Registrant of expenses incurred or   
paid by a director, officer or controlling person of the Registrant in the      
successful defense of any action, suit or proceeding) is asserted by such       
director, officer, or controlling person of the Registrant in connection with   
the securities being registered, the Registrant will, unless in the opinion of  
its counsel the matter has been settled by controlling precedent, submit to a   
court of appropriate jurisdiction the question of whether such indemnification  
by it is against the public policy as expressed in the Securities Act and will  
be governed by the final adjudication of such issue.                            

The undersigned Registrant hereby undertakes that:                    

     (1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this           
Registration Statement in reliance upon Rule 430A and contained in a form of    
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)  
under the Securities Act shall be deemed to be part of this Registration        
Statement as of the time it was declared effective.                             

    (2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,  
and the offering of such securities at that time shall be deemed to be the      
initial bona fide offering thereof.                                             

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the    
requirements for filing on Form S-3 and has duly caused this Registration       
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of Columbus, State of Ohio, on August 16, 1994.         

                 CARDINAL HEALTH, INC.

                     By: /s/  ROBERT D. WALTER

                                        ----------------------------------------

                               Title: Chairman and Chief Executive
                 Officer
                                       (principal executive officer)

POWER OF ATTORNEY 

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert D. Walter, George H. Bennett, Jr. and     
James V. Wulf and each of them, severally, as his true and lawful               
attorney-in-fact and agent, with full power of substitution and resubstitution, 
for him and in his name, on his behalf and in any and all capacities, to sign   
any and all pre-or post-effective amendments to this Registration Statement, and
to file the same with all exhibits thereto, and all applications and other      
documents relating thereto, with the Securities and Exchange Commission,        
granting unto said attorney-in-fact and agent, and each of them, full power and 
authority to do and perform each and every act and thing whatsoever which any   
such attorney or substitute may deem necessary or advisable to be done or       
performed in connection with any or all of the above-described matters, in and  
about the premises, as fully as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any one of them,  
or their or his substitutes may lawfully do or cause to be done by virtue       
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this      
Registration Statement has been signed by the following persons in the          
capacities indicated on August 16, 1994.                                        

                                                        [Enlarge/Download Table]

                  SIGNATURE                                           TITLE                        
---------------------------------------------  ----------------------------------------------------
                                                                                                   
/s/  ROBERT D. WALTER                          Chairman and Chief Executive Officer                
---------------------------------------------  (principal executive officer)                       
Robert D. Walter                                                                                   
/s/  DAVID BEARMAN                             Executive Vice President and Chief Financial Officer
---------------------------------------------  (principal financial officer and principal          
David Bearman                                  accounting officer)                                 
/s/  MITCHELL J. BLUTT, M.D.                   Director                                            
---------------------------------------------                                                      
Mitchell J. Blutt, M.D.                                                                            
/s/  JOHN F. FINN                              Director                                            
---------------------------------------------                                                      
John F. Finn                                                                                       
/s/  ROBERT L. GERBIG                          Director                                            
---------------------------------------------                                                      
Robert L. Gerbig                                                                                   
/s/  MICHAEL S. GROSS                          Director                                            
---------------------------------------------                                                      
Michael S. Gross                                                                                   
/s/  JOHN F. HAVENS                            Director                                            
---------------------------------------------                                                      
John F. Havens                                                                                     

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                                                        [Enlarge/Download Table]

                  SIGNATURE                                           TITLE                        
---------------------------------------------  ----------------------------------------------------
                                                                                                   
/s/  JAMES L. HESKETT                          Director                                            
---------------------------------------------                                                      
James L. Heskett                                                                                   
/s/  JOHN C. KANE                              Director                                            
---------------------------------------------                                                      
John C. Kane                                                                                       
/s/  GEORGE R. MANSER                          Director                                            
---------------------------------------------                                                      
George R. Manser                                                                                   
/s/  JOHN B. MCCOY                             Director                                            
---------------------------------------------                                                      
John B. McCoy                                                                                      
/s/  MICHAEL E. MORITZ                         Director                                            
---------------------------------------------                                                      
Michael E. Moritz                                                                                  
/s/  JERRY E. ROBERTSON                        Director                                            
---------------------------------------------                                                      
Jerry E. Robertson                                                                                 
/s/  L. JACK VAN FOSSEN                        Director                                            
---------------------------------------------                                                      
L. Jack Van Fossen                                                                                 
/s/  MELBURN G. WHITMIRE                       Director                                            
---------------------------------------------                                                      
Melburn G. Whitmire                                                                                

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EXHIBIT INDEX 

                                                        [Enlarge/Download Table]

EXHIBIT                                             EXHIBIT                                         
NUMBER                                            DESCRIPTION                                       
------                                                                                              
                                                                                                    
    1       Form of Underwriting Agreement (to be filed by amendment)                               
  4.1     * Amended and Restated Articles of Incorporation, as amended, of the Company              
  4.2     * Restated Code of Regulations of the Company                                             
  4.3    ** Registration Rights Agreement, dated as of October 11, 1993, as amended, among Cardinal,
            the Whitmire Stockholders and Robert D. Walter                                          
    5       Opinion of Baker & Hostetler                                                            
 23.1       Consent of Deloitte & Touche LLP                                                        
 23.2       Consent of Arthur Andersen & Co.                                                        
 23.3       Consent of Baker & Hostetler (included in Exhibit 5)                                    
   24       Powers of Attorney (included at page II-3)                                              
    *       Incorporated by reference from Exhibits 3.01 and 3.02, respectively, of the Company's   
            Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1994, filed with   
            the Commission on May 11, 1994.                                                         
   **       Incorporated by reference from Exhibit 4.03 of the Company's Registration Statement on  
            Form S-4 (No. 33-51581), filed with the Commission on December 21, 1993.                

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘424A’ Filing	Date	First	Last	Other Filings

	4/25/99	12	15
	4/25/97	14
	7/18/96	14	15
	5/4/95	14	15
Filed on:	8/26/94
	8/25/94	3	22
	8/24/94	3	22
	8/17/94	1		S-3
	8/16/94	26
	8/8/94	8	15
	7/18/94	7	13
	7/1/94	7
	6/30/94	8	10	10-C, 10-K
	5/11/94	25	28	10-Q
	3/31/94	4	28	10-Q, 11-K
	3/1/94	4	10	8-K
	2/11/94	4	20	8-K
	2/7/94	10	12	10-C
	12/31/93	4	8	10-Q
	12/21/93	25	28
	10/11/93	12	28
	9/30/93	8
	8/13/93	4
	7/3/93	10
	6/30/93	8	11
	5/4/93	13
	3/31/93	4	20
	12/31/92	8
	9/30/92	8
	6/30/92	8
	6/27/92	10
	3/31/92	10	20
				List all Filings

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Filing Submission 0000950152-94-000876 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Cardinal Health Inc – ‘424A’ on 8/26/94

As of: Friday, 8/26/94 · Accession #: 950152-94-876 · File #: 33-55093

Prospectus — Rule 424(a)Filing Table of Contents

424A — Cardinal Health 424ADocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Prospectus — Rule 424(a)
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424A — Cardinal Health 424A
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