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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
BERGEN BRUNSWIG CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, Par Value $1.50 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
083739102
- --------------------------------------------------------------------------------
(CUSIP Number)
Milan A. Sawdei
Bergen Brunswig Corporation
4000 Metropolitan Drive, Orange, California 92668 Telephone (714) 385-4000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 31, 1993
- --------------------------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (12-91)
<PAGE>
AMENDMENT NO. 4 TO
SCHEDULE 13D
CUSIP No. 083739102 Page 2 of 4 Pages
- --------------------------------------------------------------------------------
| NAME OF REPORTING PERSON
1 | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| Robert E. Martini
- --------------------------------------------------------------------------------
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
2 | (a) [ ]
| (b) [X]
- --------------------------------------------------------------------------------
3 | SEC USE ONLY
|
- --------------------------------------------------------------------------------
4 | SOURCE OF FUNDS*
|
| Not Applicable.
- --------------------------------------------------------------------------------
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
| ITEMS 2(d) OR 2(e)
| Not applicable. [ ]
- --------------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| United States of America
- --------------------------------------------------------------------------------
NUMBER | 7 | SOLE VOTING POWER
OF | |
SHARES | | 2,418,251 Shares of Class A Common Stock
- --------------------------------------------------------------------------------
| 8 | SHARED VOTING POWER
BENEFICIALLY | |
OWNED BY | | None
- --------------------------------------------------------------------------------
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | |
| | 2,418,251 Shares of Class A Common Stock
- --------------------------------------------------------------------------------
PERSON WITH | 10 | SHARED DISPOSITIVE POWER
| |
| | 29,827 Shares of Class A Common Stock
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 2,448,078 Shares of Class A Common Stock
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
| [ ]
- --------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.90%*
|
| * Based on 35,496,173 shares outstanding including 35,473,054 shares
| outstanding as set forth in the Company's Quarterly Report on Form 10-K
| for the quarter ended August 31, 1993, plus 3,246 shares known by the
| reporting person to have been issued through 12/31/93 plus 19,873
| shares the reporting person has the right to acquire within 60 days.
|
- --------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
|
| IN
- --------------------------------------------------------------------------------
SEC 1746 (12-91)
<PAGE>
CUSIP No. 083739102 Page 3 of 4 Pages
AMENDMENT NO. 4 TO
SCHEDULE 13D
Schedule 13D filed on March 6, 1989 by Robert E. Martini is hereby amended
by changing page 2 of the Schedule 13D, rows 7, 9, 11 and 13 to reflect the
current shareholdings and percent of class held by the reporting person.
Item 2(c) and Item 5(a)-(c) of such Schedule 13D is also amended to read as
follows:
Item 2. Identity and Background
(c) Mr. Martini is Chairman and Chief Executive Officer of the
Company. The principal executive office of the Company is 4000 Metropolitan
Drive, Orange, California 92668.
Item 5. Interest in Securities of the Issuer.
(a) The number and percentage of shares of Class A Common Stock
beneficially owned by Mr. Martini is 2,448,078 shares constituting 6.9% of the
shares of Class A Common Stock outstanding as calculated pursuant to Item 5 of
Schedule 13D and as set forth in the explanation in Item 13 on page 2 of this
Amendment No. 4 to Schedule 13D.
(b) Mr. Martini has sole power to vote and direct the vote of all
shares beneficially owned by him as reported in (a) above, except as shown on
page 2, row 10 (shared dispositive power), and sole power to direct the
disposition of all such shares. Included within the calculation on page 2, row
11 (aggregate amount beneficially owned) are the convertible rights to 100,000
shares of Class B Common Stock which are convertible into 952,850 shares of
Class A Common Stock.
(c) During the sixty (60) day period ended December 31, 1993, Mr.
Martini no longer served as trustee for two trusts which held, in the aggregate,
301,718 shares of Class A Common Stock and which were previously reported as
beneficially owned by Mr. Martini as trustee. The dates and amount of shares of
Class A Common Stock transferred were 58,776 and 242,942 shares transferred on
December 15, 1993 and December 31, 1993, respectively.
(d) and (e) are not applicable.
SEC 1746 (12-91)
<PAGE>
CUSIP No. 083739102 Page 4 of 4 Pages
SIGNATURE
After reasonable 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.
January 10, 1994
/s/ Robert E. Martini
---------------------
Robert E. Martini
SEC 1746 (12-91)
