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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
ALARIS MEDICAL SYSTEMS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
011637105
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(CUSIP Number)
PAUL S. WILLIAMS, ESQ.
EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER AND SECRETARY
CARDINAL HEALTH, INC.
7000 CARDINAL PLACE
DUBLIN, OHIO 43017
(614) 757-5000
with a copy to:
DAVID A. KATZ, ESQ.
WACHTELL, LIPTON, ROSEN & Katz
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MAY 18, 2004
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
SCHEDULE 13D
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CUSIP No. 011637105
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CARDINAL HEALTH, INC.
31-0958666
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY [ ]
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4 SOURCE OF FUNDS
WC/BK/OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
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7 SOLE VOTING POWER
-0-
NUMBER OF
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8 SHARED VOTING POWER
SHARES
-0-
BENEFICIALLY
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9 SOLE DISPOSITIVE POWER
OWNED BY
-0-
EACH
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10 SHARED DISPOSITIVE POWER
REPORTING
46,643,209
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,643,209
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.6%
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14 TYPE OF REPORTING PERSON
HC, CO
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ITEM 1: SECURITY AND ISSUER
This Statement on Schedule 13D (this "Schedule") relates to the common
stock, par value $0.01 per share ("Common Stock"), of ALARIS Medical Systems,
Inc., a Delaware corporation ("ALARIS"). The principal executive offices of
ALARIS are located at 10221 Wateridge Circle, San Diego, California 92121.
ITEM 2: IDENTITY AND BACKGROUND
This Schedule 13D is filed by Cardinal Health, Inc., an Ohio
corporation ("Cardinal Health"). Cardinal Health is the leading provider of
products and services supporting the health care industry. Through a number of
wholly owned subsidiaries, Cardinal Health provides a variety of health care
related products and services. Cardinal Health's principal executive offices are
located at 7000 Cardinal Place, Dublin, Ohio 43017.
Each executive officer and each director of Cardinal Health is a
citizen of the United States. The name, business address and present principal
occupation of each executive officer and director of Cardinal Health are set
forth in Annex I to this Schedule 13D, which is incorporated herein by this
reference.
During the last five years, to the best of Cardinal Health's knowledge,
neither Cardinal Health nor any of its executive officers or directors has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which Cardinal
Health or such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws, and which judgment, decree or final order was not subsequently
vacated.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No payments were made by or on behalf of Cardinal Health in connection
with the execution of the Merger Agreement or the Support Agreement (as such
terms are defined under Item 4 below). A description of the source and amount of
funds required to purchase the Shares in the Offer (as such terms are defined
under Item 4 below) pursuant to the Merger Agreement is contained in Section 12
of the Offer to Purchase dated May 28, 2004 filed as Exhibit (a)(1)(A) to the
Schedule TO filed by Subcorp and Cardinal Health on May 28, 2004, which
description is incorporated herein by reference.
ITEM 4: PURPOSE OF TRANSACTION
On May 18, 2004, Cardinal Health, Blue Merger Corp. ("Subcorp"), a
Delaware
corporation and a wholly owned subsidiary of Cardinal Health, and ALARIS entered
into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger
Agreement provides that Subcorp will offer to purchase (the "Offer") all
outstanding shares ("Shares") of Common Stock of ALARIS at a purchase price of
$22.35 per Share, net to the seller in cash, without interest. Following the
consummation of the Offer and the satisfaction or waiver of certain conditions,
ALARIS will merge with and into Subcorp, with ALARIS continuing as the surviving
corporation. A more complete description of the Merger Agreement is contained in
Section 11(b) of the Offer to Purchase dated May 28, 2004 filed as Exhibit
(a)(1)(A) to the Schedule TO filed by Subcorp and Cardinal Health on May 28,
2004, which description is incorporated in this Schedule 13D by reference. A
copy of the Merger Agreement is filed as Exhibit 1 to this Schedule 13D and is
incorporated in this Schedule 13D by reference.
As a condition and inducement to Cardinal Health and Subcorp's entering
into the Merger Agreement, Jeffry M. Picower ("Mr. Picower") and certain of his
affiliates, Decisions Incorporated, JD Partnership, L.P. and JA Special
Partnership Limited (collectively with Mr. Picower, "ALARIS' Majority
Stockholder"), who, as of May 18, 2004, held the power to dispose of 46,643,209
Shares, immediately following the execution and delivery of the Merger Agreement
entered into a Support/Tender Agreement (the "Support Agreement"), dated May 18,
2004, with Cardinal Health. Under the Support Agreement, ALARIS' Majority
Stockholder agreed, among other things, to tender the Shares then held by him in
the Offer. A more complete description of the Support Agreement is contained in
Section 11(c) of the Offer to Purchase dated May 28, 2004 filed as Exhibit
(a)(1)(A) to the Schedule TO filed by Subcorp and Cardinal Health on May 28,
2004, which description is incorporated herein by reference. A copy of the
Support Agreement is filed as Exhibit 2 to this Schedule 13D and is incorporated
in this Schedule 13D by this reference.
The purpose of the transactions described above is for Cardinal Health
to acquire control of ALARIS. Upon consummation of the Merger, ALARIS will
become a subsidiary of Cardinal Health, the shares of ALARIS Common Stock will
cease to be freely traded or listed, ALARIS Common Stock will be de-registered
under the Securities Act of 1933, as amended, and Cardinal Health will control
the board of directors of ALARIS and will make such other changes in the
charter, bylaws, capitalization, management and business of ALARIS as set forth
in the Merger Agreement and/or as may be appropriate in its judgment.
Except as set forth or incorporated by reference in this Schedule,
Cardinal Health does not have any current plans or proposals that relate to or
would result in (i) the acquisition by any person of additional shares of ALARIS
Common Stock or the disposition of shares of ALARIS Common Stock; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving ALARIS or any of its subsidiaries; (iii) a sale or
transfer of any material amount of assets of ALARIS or any of its subsidiaries;
(iv) any change in the present board of directors or management of ALARIS,
including any plans or proposals to change the number or term of directors or to
fill any vacancies on the board; (v) any material change in the present
capitalization or dividend policy of ALARIS; (vi) any other material change in
ALARIS' business or corporate structure; (vii) any change in ALARIS' Certificate
of Incorporation or Bylaws, or instruments corresponding thereto, or other
actions that may impede the acquisition of control of ALARIS by any person;
(viii) causing a class of securities of ALARIS to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities association; (ix) a
class of equity securities of ALARIS becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (x) any action similar to any of those enumerated above.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
As a result of entering into the Support Agreement, Cardinal Health may
be deemed to have shared dispositive power with respect to an aggregate of
46,643,209 Shares owned by ALARIS' Majority Stockholder, which constitutes,
based on information provided by ALARIS and set forth in the Merger Agreement
and/or the Support Agreement, approximately 64.6% of the issued and outstanding
Shares. Cardinal Health disclaims beneficial ownership with respect to such
Shares.
A copy of the Merger Agreement is filed as Exhibit 1 to this Schedule
13D and is incorporated by reference, and a copy of the Support Agreement is
filed as Exhibit 2 to this Schedule 13D and is incorporated by reference.
Reference to or description of the Merger Agreement or the Support Agreement, as
the case may be, is qualified in its entirety by reference to such exhibit.
To the best of Cardinal Health's knowledge, as of the date hereof, no
executive officer or director of Cardinal Health beneficially owns any shares of
ALARIS common stock, nor (except for the Support Agreement) have any
transactions in ALARIS common stock been effected during the past sixty days by
Cardinal Health or, to the best knowledge of Cardinal Health, by any executive
officer or director of Cardinal Health. In addition, no other person is known by
Cardinal Health to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the securities covered by
this Schedule 13D.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The information set forth, or incorporated by reference, in Items 3, 4
and 5 is incorporated by reference to this Item 6. Except as described in this
Schedule, Cardinal Health presently has no contracts, arrangements,
understandings or relationships with any other person with respect to any
securities of ALARIS, including but not limited to the transfer or voting of any
shares of Common Stock, finder's fees, joint ventures, loans or option
arrangements, puts or calls, guarantees of profits, division of profits or loss
or the giving or withholding of proxies.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed as part of this Schedule 13D:
Exhibit 1 -- Agreement and Plan of Merger, dated as of May 18,
2004, by and among Cardinal Health, Inc., Blue
Merger Corp. and ALARIS Medical Systems, Inc.
(incorporated in this Schedule 13D by reference to
Exhibit (d)(1) of the Schedule TO filed by Cardinal
Health on May 28, 2004).
Exhibit 2 -- Support/Tender Agreement, dated as of May 18,
2004, among Cardinal Health and Decisions
Incorporated, JD Partnership, L.P., JA Special
Partnership Limited and Jeffry M. Picower
(incorporated in this Schedule 13D by reference
to Exhibit (d)(1) of the Schedule TO filed by
Cardinal Health on May 28, 2004).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule is true, complete and
correct.
Dated as of: May 28, 2004
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
ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS OF CARDINAL HEALTH, INC.
Set forth below are the name and present principal occupation of each
director and executive officer of Cardinal Health, Inc. as of May 23, 2004. The
business address of each such director and executive officer is c/o Cardinal
Health, Inc., 7000 Cardinal Place, Dublin, Ohio 43017.
1. DIRECTORS OF CARDINAL HEALTH
NAME PRINCIPAL OCCUPATION
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Dave Bing Chairman and Chief Executive Officer of The Bing
Group, L.L.C., an automotive and industrial parts
supplier and service provider
George H. Conrades Chairman and Chief Executive Officer of Akamai
Technologies, Inc., a provider of global internet
services
John F. Finn Chairman and Chief Executive Officer of Gardner,
Inc., an outdoor power equipment distributor
Robert L. Gerbig Retired Chairman and Chief Executive Officer of
Gerbig, Snell/Weisheimer & Associates, Inc., an
advertising agency
John F. Havens Director Emeritus and retired Chairman of Bank One
Corporation, a bank holding company
J. Michael Losh Retired Chairman of Metaldyne Corporation, a
manufacturer of components primarily for the
automotive industry
John B. McCoy Retired Chairman of the Board of Corillian
Corporation, a provider of internet-related
financial services
Richard C. Notebaert Chairman and Chief Executive Officer of Qwest
Communications International Inc., a
telecommunications systems company
Michael D. O'Halleran President and Chief Operating Officer of Aon
Corporation, an insurance brokerage, consulting and
underwriting company
David W. Raisbeck Vice Chairman of Cargill, Incorporated, an
international marketer, processor and distributor
of agricultural, food, financial and industrial
products and services
Jean G. Spaulding, Consultant to Duke University Health System, a
M.D. non-profit academic health care system; Trustee of
The Duke Endowment; Private practice in psychiatry
for children, adolescents and adults; Associate
Clinical Professorships with both the Department
of Psychiatry and the Department of Community &
Family Medicine at Duke University Medical Center
Matthew D. Walter Chief Executive Officer, Bound Tree Medical, LLC,
a provider of medical equipment and supplies to
the emergency medical market
Robert D. Walter Chairman and Chief Executive Officer of Cardinal
Health.
2. EXECUTIVE OFFICERS OF CARDINAL HEALTH
The following is a list of the executive officers of Cardinal Health:
NAME PRINCIPAL OCCUPATION
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Robert D. Walter Chairman and Chief Executive Officer of Cardinal
Health
George L. Fotiades President and Chief Operating Officer of Cardinal
Health
Ronald K. Labrum President and Chief Executive Officer--Integrated
Provider Solutions of Cardinal Health
Mark W. Parrish Executive Vice President and Group President--
Pharmaceutical Distribution of Cardinal Health
Brendan A. Ford Executive Vice President--Corporate Development of
Cardinal Health
Richard J. Miller Executive Vice President and Chief Financial
Officer of Cardinal Health
Anthony J. Rucci Executive Vice President and Chief Administrative
Officer of Cardinal Health
Jody R. Davids Executive Vice President and Chief Information
Officer of Cardinal Health
Gary D. Dolch Executive Vice President, Quality and Regulatory
Affairs of Cardinal Health
Carole S. Watkins Executive Vice President--Human Resources of
Cardinal Health
Paul S. Williams Executive Vice President, Chief Legal Officer and
Secretary of Cardinal Health