| UNITED STATES |
| |
| SECURITIES AND EXCHANGE COMMISSION |
| |
| |
| WASHINGTON, D.C. 20549 |
|
| SCHEDULE TO |
| |
| (Rule 14d-100) |
| TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF |
| THE SECURITIES EXCHANGE ACT OF 1934 |
| |
| OPTION CARE, INC. |
| (Name Of Subject Company (Issuer)) |
| |
| WALGREEN CO. |
| |
| BISON ACQUISITION SUB INC. |
| (Names of Filing Persons (Offerors)) |
| |
| Common Stock, par value $0.01 per share |
| |
| |
| 683948103 |
| (CUSIP Number of Common Stock) |
| |
| Dana Ione Green, Esq. |
| Walgreen Co. – Law Department |
| 200 Wilmot Road |
| Deerfield, IL 60015 |
| Telephone: (847) 940 2500 |
| (Name, address and telephone number of person authorized |
| to receive notices and communications on behalf of filing persons) |
| |
| with a copy to: |
| Andrew R. Brownstein, Esq. |
| Wachtell, Lipton, Rosen & Katz |
| 51 West 52nd Street |
| New York, NY 10019 |
| |
| Telephone: (212) 403 1000 |
|
| |
| CALCULATION OF FILING FEE |
|
| |
| Transaction Valuation* |
|
Amount of Filing Fee* |
|
|
|
| Not Applicable |
|
Not Applicable |
|
|
|
| |
| * Pursuant to General Instruction D to Schedule TO, no filing fee is required because communications made before the commencement of a tender offer. |
| |
| ¨ Check the box if any part of the fee is offset as provided by Rule 0 11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the |
| previous filing by registration statement number or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: N/A |
|
Filing Party: N/A |
| Form or Registration No.: N/A |
|
Date Filed: N/A |
| |
|
|
| x 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. |
|
|