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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
BORON, LEPORE & ASSOCIATES, INC.
(Name of Subject Company)
BORON, LEPORE & ASSOCIATES, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
10001P 10 2
(CUSIP Number of Class of Securities)
Patrick G. LePore
Chief Executive Officer
Boron, LePore & Associates, Inc.
1800 Valley Road
Wayne, New Jersey 07470
(973) 709-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
John R. LeClaire, P.C.
Joseph L. Johnson III, P.C.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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Boron, LePore & Associates, Inc., a Delaware corporation ("BLP"), hereby
amends and supplements its statement on Schedule 14D-9, filed with the
Securities and Exchange Commission (the "Commission") on May 24, 2002, as
amended and supplemented by Amendment No. 1 filed with the Commission on May 30,
2002, with respect to the tender offer by Garden Merger Corp., a Delaware
corporation ("Subcorp") and a wholly owned subsidiary of Cardinal Health, Inc.,
an Ohio corporation ("Cardinal"), to purchase all of the outstanding shares of
the Common Stock, par value $0.01 per share, of BLP ("Shares"), at a purchase
price of $16.00 per Share (the "Offer Price"), net to seller in cash, without
interest thereon, less any required withholding taxes, and 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 (which,
together with any amendments or supplements to the Offer to Purchase and the
Letter of Transmittal, collectively, constitute the "Offer").
Item 8. Additional Information.
Legal Proceedings. On or about June 4, 2002, BLP received a copy of a
putative class action complaint captioned Rodanthe Lengle v. Patrick G. LePore
et al. This complaint, which BLP understands was filed in the Superior Court of
New Jersey, Chancery Division, Passaic County, alleges, among other matters,
that the directors of BLP violated the terms of BLP's Certificate of
Incorporation in connection with certain provisions of the Merger Agreement
relating to the appointment of directors; breached their fiduciary duties by the
failure to maximize stockholder value and by breaching their duty of due care
and loyalty; and breached their duties to stockholders by failing to disclose
certain information to stockholders in connection with the proposed tender
offer. The plaintiff has brought suit on behalf of a purported class of public
stockholders of BLP and seeks, among other things, temporary, preliminary and
permanent injunctive relief to enjoin the closing of the tender offer. The
complaint also alleges that Cardinal aided and abetted a breach of fiduciary
duty by the other defendants.
BLP and Cardinal believe the allegations contained in the complaint are
entirely without merit and intend to defend against the claims vigorously.
A copy of the complaint has been filed as an exhibit to this Statement and
is incorporated in this Statement by reference. The foregoing description of the
complaint is qualified in its entirety by reference to the text of this exhibit.
Item 9. Exhibits.
The following Exhibit is filed with this Statement:
Exhibit
No. Description
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(a)(9) Class Action Complaint: Rodanthe Lengle v. Patrick G. LePore;
Steven M. Freeman; Roger Boissonneault; Carter H. Eckert;
Ronald M. Nordmann; Melvin Sharoky; Joseph E. Smith; John T.
Spitznagel; John A. Staley, IV; Boron, LePore & Associates,
Inc.; and Cardinal Health, Inc.
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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 statement is true, complete and correct.
Dated: June 5, 2002 BORON, LEPORE & ASSOCIATES, INC.
By: /s/ Anthony J. Cherichella
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Anthony J. Cherichella
Executive Vice President and
Chief Financial Officer