OWEN HEALTHCARE INC 3
3 · OWEN HEALTHCARE INC · Filed Dec 6, 1996
Insider Transaction Report
Form 3
No transactions or holdings reported in this filing.
Footnotes (1)
- [1]Pursuant to the Stock Option Agreement, dated as of November 27, 1996 (the "Stock Option Agreement"), between Cardinal Health, Inc., an Ohio corporation ("Cardinal"), and Owen Healthcare, Inc., a Texas corporation ("Owen"), Owen granted Cardinal an irrevocable option (the "Option") to purchase from Owen, under certain circumstances and subject to certain adjustments, up to 3,396,750 authorized and unissued shares of Owen Common Stock, at a price per share (the "Purchase Price"), payable in cash, equal to the lower of (x) $27.25 or (y) the exchange ratio under the Agreement and Plan of Merger, dated as of November 27, 1996, among Cardinal, Owl Merger Corp., a Texas corporation and a wholly owned subsidiary of Cardinal ("Subcorp"), and Owen (the "Merger Agreement"), multiplied by the average of the closing prices of Cardinal Common Shares as reported on the New York Stock Exchange Composite Tape during the five consecutive trading days ending on (and including) the trading day immediately prior to the date of exercise. The Option is exercisable, in whole or in part, at any time or from time to time if a Purchase Event (as defined in the Stock Option Agreement) has occurred; provided, however, that to the extent the Option has not been exercised, it will terminate upon the earlier to occur of (i) the effective time of the Merger, (ii) 5:00 p.m. Houston time, on the date which is one year following the occurrence of a Purchase Event, (iii) termination of the Merger Agreement in accordance with its terms prior to the occurrence of a Purchase Event, and (iv) if the Option cannot be exercised before its date of termination as a result of any injunction, order or similar restraint issued by a court of competent jurisdiction, the Option will expire on the 30th business day after such injunction, order or restraint shall have been dissolved or when such injunc- tion, order or restraint shall have become permanent and no longer subject to appeal, as the case may be. As of the date hereof, the Option is not exercisable. /s/ George H. Bennett, Jr. Dec. 6, 1996 **