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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO / A
(FINAL AMENDMENT)
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 Persons--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.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
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This Final Amendment (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, Amendment No. 2 filed with the Commission on May 30, 2002, Amendment No. 3
filed with the Commission on June 5, 2002 and Amendment No. 4 filed with the
Commission on June 12, 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:
On Tuesday, June 25, 2002, Cardinal Health issued a press
release filed as Exhibit (a)(5)(G) to the Schedule TO, as amended,
announcing the expiration of the Offer. The Offer expired at midnight,
New York City time, on Monday, June 24, 2002. All Shares validly
tendered (and not withdrawn) prior to the expiration of the Offer have
been accepted for payment and will be purchased promptly. Pursuant to
the Offer, 10,662,046 Shares were tendered and not withdrawn. In
addition, 482,508 Shares were tendered into the Offer by receipt of
notice of guaranteed delivery. Together, this represents approximately
94.6 percent of the total number of Shares outstanding. The information
in the above referenced press release is incorporated herein by
reference.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to add the following
exhibit:
(a)(5)(G) Press Release Issued by Cardinal dated June 25, 2002.
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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: June 25, 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
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EXHIBIT INDEX
(a)(5)(G) Press Release Issued by Cardinal dated June 25, 2002.
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