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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO / A
Tender Offer Statement Under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
BORON, LEPORE & ASSOCIATES, INC.
(Name of Subject Company)
GARDEN MERGER CORP.,
a wholly owned subsidiary of
CARDINAL HEALTH, INC.
(Name of Filing Person--Offerors)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
10001P 10 2
(CUSIP Number of Class of Securities)
Paul S. Williams, Esq.
Executive Vice President, Chief Legal Officer and Secretary
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
Telephone: (614) 757-5000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy To:
David A. Katz, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
This Amendment No. 2 (the "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO (the "Schedule TO"), filed with the Securities
and Exchange Commission (the "Commission") on May 24, 2002 by Cardinal Health,
Inc., an Ohio corporation ("Cardinal"), and Garden Merger Corp., a Delaware
corporation and a wholly owned subsidiary of Cardinal ("Subcorp"), as amended by
Amendment No. 1 filed with the Commission on May 28, 2002, relating to the offer
by Subcorp to purchase all outstanding shares of common stock, par value $0.01
per share (the "Shares"), of Boron, LePore & Associates, Inc., a Delaware
corporation ("BLP") for $16.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
May 24, 2002 (the "Offer to Purchase") and in the related Letter of Transmittal,
copies of which were filed previously with the Schedule TO as Exhibits (a)(1)(A)
and (a)(1)(B), respectively (which, together with any amendments or supplements
to the Offer to Purchase and the Letter of Transmittal, collectively constitute
the "Offer").
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented by the
following:
The United States Department of Justice and the Federal Trade Commission
have granted early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with respect to
the Offer. Accordingly, the condition to the Offer requiring the expiration or
termination of the waiting period under the HSR Act has been satisfied.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
Dated: May 30, 2002
GARDEN MERGER CORP.
By /s/ Paul S. Williams
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Name: Paul S. Williams
Title: Executive Vice President,
Chief Legal Officer and Secretary
CARDINAL HEALTH, INC.
By /s/ Paul S. Williams
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Name: Paul S. Williams
Title: Executive Vice President,
Chief Legal Officer and Secretary