TOTAL NUMBER OF PAGES
INCLUDED IN THIS ANNUAL
REPORT IS 25.
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934(FEE REQUIRED)
For the fiscal year ended December 31, 1993
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934(NO FEE REQUIRED)
For the transition period from _______________ to _______________
Commission file number 33-32465
--------
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT
-----------------------------------------------------
(Full title of the plan)
BERGEN BRUNSWIG CORPORATION
---------------------------
(Name of issuer of the securities held pursuant to the plan)
4000 Metropolitan Drive, Orange, California 92668-3510
- - -------------------------------------------- ----------
(Address of principal executive offices of (Zip code)
issuer of securities)
1
<PAGE>
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT
=====================================================
INDEX
-----
PAGE NO.
--------
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan
Benefits at December 31, 1993 and 1992 5
Statements of Changes in Net Assets Available
for Plan Benefits for the Years Ended
December 31, 1993, 1992 and 1991 7
Notes to Financial Statements 10
SUPPLEMENTAL SCHEDULES:
1. Item 27a - Schedule of Assets Held for
Investment Purposes at December 31, 1993 17
2. Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1993 22
SUPPLEMENTAL SCHEDULES OMITTED
------------------------------
Supplemental schedules not listed above are omitted
because of the absence of conditions under which they
are required.
SIGNATURE 24
INDEPENDENT AUDITORS' CONSENT 25
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
Bergen Brunswig Pre-Tax Investment
Retirement Account:
We have audited the accompanying statements of net assets available for plan
benefits of Bergen Brunswig Pre-Tax Investment Retirement Account (the Plan) at
December 31, 1993 and 1992 and the related statements of changes in net assets
available for plan benefits for each of the three years in the period ended
December 31, 1993. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for plan benefits at December 31, 1993 and
1992, and the changes in net assets available for plan benefits for each of the
three years in the period ended December 31, 1993 in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund is
presented for the purpose of additional analysis of the basic financial
statements rather than to present information regarding the net assets available
for plan benefits and changes in net assets available for plan benefits of the
individual funds and is not a required part of the basic financial statements.
Also, the accompanying supplemental schedules of (1) Item 27a - Schedule of
Assets Held for Investment Purposes at December 31, 1993, and (2) Item 27d -
Schedule of Reportable Transactions for the year ended December 31, 1993 are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements, but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. This supplemental
information by fund and
3
<PAGE>
supplemental schedules are the responsibility of the Plan's management. Such
supplemental information by fund and supplemental schedules have been subjected
to the auditing procedures applied in our audit of the basic financial
statements and, in our opinion, are fairly stated, in all material respects,
when considered in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche
Costa Mesa, California
June 24, 1994
4
<PAGE>
<TABLE>
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT
-----------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
--------------------------------------------------------------------------------
MASSACHUSETTS
CAPITAL FIDELITY
GUARANTEED DEVELOPMENT MAGELLAN GEORGE COMPANY
INCOME DIVERSIFIED DIVERSIFIED PUTNAM STOCK PARTICIPANT
FUND EQUITY FUND EQUITY FUND FUND FUND LOANS TOTAL
----------- ------------- ----------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments $56,852,452 $ - $24,519,724 $7,525,010 $6,851,036 $4,998,689 $100,746,911
Interfund transfers
receivable 2,096,842 1,771,107 296,759 390,429 7,543 1,558 4,564,238
Contributions receivable 131,153 - 152,894 137,442 35,249 - 456,738
Interest and dividend
income receivable 275,006 1,311 1,403,185 42 271 13 1,679,828
----------- ---------- ----------- ---------- ---------- ---------- ------------
TOTAL ASSETS 59,355,453 1,772,418 26,372,562 8,052,923 6,894,099 5,000,260 107,447,715
----------- ---------- ----------- ---------- ---------- ---------- ------------
LIABILITIES:
Interfund transfers
payable 2,321,915 1,744,646 308,345 50,152 99,167 40,013 4,564,238
Accrued liabilities - 27,772 1,402,899 - - 13 1,430,684
----------- ---------- ----------- ---------- ---------- ---------- ------------
TOTAL LIABILITIES 2,321,915 1,772,418 1,711,244 50,152 99,167 40,026 5,994,922
----------- ---------- ----------- ---------- ---------- ---------- ------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $57,033,538 $ - $24,661,318 $8,002,771 $6,794,932 $4,960,234 $101,452,793
=========== ========== =========== ========== ========== ========== ============
<FN>
See accompanying notes to financial statements.
- - --------------------------------------------------------------------------------------------------------------------------
5
</TABLE>
<PAGE>
<TABLE>
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT
-----------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------------------------------------------
MASSACHUSETTS
CAPITAL FIDELITY
GUARANTEED DEVELOPMENT MAGELLAN GEORGE COMPANY
INCOME DIVERSIFIED DIVERSIFIED PUTNAM STOCK PARTICIPANT
FUND EQUITY FUND EQUITY FUND FUND FUND LOANS TOTAL
----------- ------------- ----------- -------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments $34,802,757 $2,241,142 $10,598,748 $846,675 $5,224,101 $3,458,038 $57,171,461
Interfund transfers
receivable 112,231 63,882 94,264 18,791 59,187 - 348,355
Contributions receivable - - - 1,892 - - 1,892
Interest and dividend
income receivable 220,544 60,729 199 - 275 - 281,747
----------- ---------- ----------- -------- ---------- ---------- -----------
TOTAL ASSETS 35,135,532 2,365,753 10,693,211 867,358 5,283,563 3,458,038 57,803,455
----------- ---------- ----------- -------- ---------- ---------- -----------
LIABILITIES:
Benefits payable to
participants 464,152 43,794 67,384 2,985 76,161 - 654,476
Interfund transfers
payable 235,222 12,392 87,810 39 5,821 7,071 348,355
Accrued liabilities 244,939 63,358 14,068 155 16,826 - 339,346
----------- ---------- ----------- -------- ---------- ---------- -----------
TOTAL LIABILITIES 944,313 119,544 169,262 3,179 98,808 7,071 1,342,177
----------- ---------- ----------- -------- ---------- ---------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $34,191,219 $2,246,209 $10,523,949 $864,179 $5,184,755 $3,450,967 $56,461,278
=========== ========== =========== ======== ========== ========== ===========
<FN>
See accompanying notes to financial statements.
- - ------------------------------------------------------------------------------------------------------------------------
6
</TABLE>
<PAGE>
<TABLE>
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT
-----------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
--------------------------------------------------------------------------------
MASSACHUSETTS
CAPITAL FIDELITY
GUARANTEED DEVELOPMENT MAGELLAN GEORGE COMPANY
INCOME DIVERSIFIED DIVERSIFIED PUTNAM STOCK PARTICIPANT
FUND EQUITY FUND EQUITY FUND FUND FUND LOANS TOTAL
----------- ------------- ----------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Participants $ 4,112,956 $ 141,133 $ 2,200,290 $ 682,529 $ 935,319 $ - $ 8,072,227
Employer 1,455,101 56,072 792,049 246,289 353,432 - 2,902,943
Transfers of participant balances 3,898,045 4,456 13,482,222 5,970,917 2,370,853 244,660 25,971,153
Transfer from Durr benefit plans 27,895,561 - 221,671 147,780 73,890 - 28,338,902
Transfer from T.C. Smith 401(k) Plan 3,236,686 - - - - - 3,236,686
Rollover from HDI 401(k) Plan 88,289 - - - - - 88,289
Interest income 3,340,015 8,699 81,726 15,565 49,613 - 3,495,618
Dividend income - 8,242 1,690,823 484,975 117,653 - 2,301,693
Participant loans - - - - - 3,010,428 3,010,428
Participant loan repayments 892,498 31,218 407,175 61,402 191,462 - 1,583,755
Net increase in fair value
of investments - 232,126 1,848,889 - - - 2,081,015
----------- ---------- ----------- ---------- ---------- ---------- ------------
TOTAL ADDITIONS 44,919,151 481,946 20,724,845 7,609,457 4,092,222 3,255,088 81,082,709
----------- ---------- ----------- ---------- ---------- ---------- ------------
DEDUCTIONS:
Withdrawals 3,201,581 101,594 618,428 208,294 307,583 - 4,437,480
Transfer of participant
balances 16,795,965 2,579,216 5,151,839 87,251 1,194,816 162,066 25,971,153
Administrative expenses 41,121 - - - - - 41,121
Participant loans 2,038,165 47,345 817,209 107,709 - - 3,010,428
Participant loan repayments - - - - - 1,583,755 1,583,755
Net decrease in fair value
of investments - - - 67,611 979,646 - 1,047,257
----------- ---------- ----------- ---------- ---------- ---------- ------------
TOTAL DEDUCTIONS 22,076,832 2,728,155 6,587,476 470,865 2,482,045 1,745,821 36,091,194
----------- ---------- ----------- ---------- ---------- ---------- ------------
NET INCREASE (DECREASE) 22,842,319 (2,246,209) 14,137,369 7,138,592 1,610,177 1,509,267 44,991,515
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT BEGINNING OF YEAR 34,191,219 2,246,209 10,523,949 864,179 5,184,755 3,450,967 56,461,278
----------- ---------- ----------- ---------- ---------- ---------- ------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $57,033,538 $ - $24,661,318 $8,002,771 $6,794,932 $4,960,234 $101,452,793
=========== ========== =========== ========== ========== ========== ============
<FN>
See accompanying notes to financial statements.
- - ------------------------------------------------------------------------------------------------------------------------------------
7
</TABLE>
<PAGE>
<TABLE>
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT
-----------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1992
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------------------------------------------
MASSACHUSETTS
CAPITAL FIDELITY
GUARANTEED DEVELOPMENT MAGELLAN GEORGE COMPANY
INCOME DIVERSIFIED DIVERSIFIED PUTNAM STOCK PARTICIPANT
FUND EQUITY FUND EQUITY FUND FUND FUND LOANS TOTAL
----------- ------------ ----------- -------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Participants $ 3,821,773 $ 361,238 $ 1,512,154 $ 32,374 $ 899,235 $ - $ 6,626,774
Employer 1,621,630 128,726 682,291 24,523 388,038 - 2,845,208
Transfers of participant balances 4,336,624 18,780 1,032,885 786,629 176,287 - 6,351,205
Transfer from Bergen Brunswig
Corporation Retirement Plan 4,861,763 - - - - - 4,861,763
Transfer from Owens &
Minor, Inc. benefit plan 950,427 - - - - - 950,427
Interest income 2,636,632 17,243 65,338 1,765 43,764 - 2,764,742
Dividend income - 84,713 1,488,138 31,625 81,146 - 1,685,622
Participant loans - - - - - 2,508,248 2,508,248
Participant loan repayments 739,958 68,221 306,236 5,548 171,996 - 1,291,959
Net increase in fair value
of investments - 78,074 - - 771,253 - 849,327
----------- ---------- ----------- -------- ---------- ---------- -----------
TOTAL ADDITIONS 18,968,807 756,995 5,087,042 882,464 2,531,719 2,508,248 30,735,275
----------- ---------- ----------- -------- ---------- ---------- -----------
DEDUCTIONS:
Withdrawals 2,543,536 260,468 632,207 11,996 299,032 69,940 3,817,179
Transfer of participant
balances 5,912,968 431,127 - 39 - 7,071 6,351,205
Transfer to Commtron
Corporation benefit plan 3,415,983 631,042 1,607,603 - 324,102 491,317 6,470,047
Administrative expenses 82,414 - - - - - 82,414
Participant loans 2,006,571 179,826 321,851 - - - 2,508,248
Participant loan repayments - - - - - 1,291,959 1,291,959
Net decrease in fair value
of investments - - 825,975 6,250 - - 832,225
----------- ---------- ----------- -------- ---------- ---------- -----------
TOTAL DEDUCTIONS 13,961,472 1,502,463 3,387,636 18,285 623,134 1,860,287 21,353,277
----------- ---------- ----------- -------- ---------- ---------- -----------
NET INCREASE (DECREASE) 5,007,335 (745,468) 1,699,406 864,179 1,908,585 647,961 9,381,998
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT BEGINNING OF YEAR 29,183,884 2,991,677 8,824,543 - 3,276,170 2,803,006 47,079,280
----------- ---------- ----------- -------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $34,191,219 $2,246,209 $10,523,949 $864,179 $5,184,755 $3,450,967 $56,461,278
=========== ========== =========== ======== ========== ========== ===========
<FN>
See accompanying notes to financial statements.
- - -----------------------------------------------------------------------------------------------------------------------------
8
</TABLE>
<PAGE>
<TABLE>
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT
-----------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1991
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
------------------------------------------------------------------
MASSACHUSETTS
CAPITAL FIDELITY
GUARANTEED DEVELOPMENT MAGELLAN COMPANY
INCOME DIVERSIFIED DIVERSIFIED STOCK PARTICIPANT
FUND EQUITY FUND EQUITY FUND FUND LOANS TOTAL
----------- ------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Participants $ 3,807,559 $ 410,669 $1,235,413 $ 887,394 $ - $ 6,341,035
Employer 1,801,029 156,353 494,604 300,189 - 2,752,175
Transfers of participant balances 177,225 - 424,205 336,941 - 938,371
Interest income 2,465,041 14,626 42,695 34,162 - 2,556,524
Dividend income - 360,328 761,396 47,641 - 1,169,365
Participant loans - - - - 2,019,987 2,019,987
Participant loan repayments 586,912 71,385 202,127 127,113 - 987,537
Net increase in fair value
of investments - 177,214 1,549,416 - - 1,726,630
----------- ---------- ---------- ---------- ---------- -----------
TOTAL ADDITIONS 8,837,766 1,190,575 4,709,856 1,733,440 2,019,987 18,491,624
----------- ---------- ---------- ---------- ---------- -----------
DEDUCTIONS:
Withdrawals 2,091,007 172,626 528,900 109,728 141,079 3,043,340
Transfers of participant balances 361,619 199,977 265,550 111,225 - 938,371
Administrative expenses 60,792 - - - - 60,792
Participant loans 1,583,677 149,031 287,279 - - 2,019,987
Participant loan repayments - - - - 987,537 987,537
Net decrease in fair value
of investments - - - 670,886 - 670,886
----------- ---------- ---------- ---------- ---------- -----------
TOTAL DEDUCTIONS 4,097,095 521,634 1,081,729 891,839 1,128,616 7,720,913
----------- ---------- ---------- ---------- ---------- -----------
NET INCREASE 4,740,671 668,941 3,628,127 841,601 891,371 10,770,711
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT BEGINNING OF YEAR 24,443,213 2,322,736 5,196,416 2,434,569 1,911,635 36,308,569
----------- ---------- ---------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $29,183,884 $2,991,677 $8,824,543 $3,276,170 $2,803,006 $47,079,280
=========== ========== ========== ========== ========== ===========
<FN>
See accompanying notes to financial statements.
- - -------------------------------------------------------------------------------------------------------------------
9
</TABLE>
<PAGE>
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT
=====================================================
NOTES TO FINANCIAL STATEMENTS
-----------------------------
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
----------------------------------------------------
1. PLAN DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES
The following brief description of the Bergen Brunswig Pre-Tax Investment
Retirement Account ("Plan") is provided for general information purposes
only. Participants should refer to the Plan Agreement for more complete
information.
A. General
-------
The Plan was established effective September 1, 1984. The Plan is a
deferred compensation and profit sharing plan covering substantially
all employees of Bergen Brunswig Corporation and its subsidiaries
("Employer") who have completed more than six months of service. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). The accounting records of the Plan
are maintained on the accrual basis.
B. Funding Policy
--------------
Participants are entitled to defer 2% to 11% of their pre-tax
compensation through contributions to the Plan up to a maximum of
$8,994 in 1993. Participants are not allowed to make any other
contributions to the Plan except for rollover contributions from other
retirement plans. The Employer contributes $.50 for each $1.00
contributed by the participant, up to the participant's investment of
6% of the participant's salary. The Employer may also make an
additional contribution to the Plan at the Employer's discretion.
Expenses of the Plan up to the amount of prior year forfeitures of
Employer contributions are paid by the Plan. Expenses of the Plan in
excess of prior year Employer contribution forfeitures are paid
directly by the Employer. For the years ended December 31, 1993, 1992
and 1991, expenses of $41,121, $82,414 and $60,792, respectively, were
paid by forfeitures of Employer contributions.
10
<PAGE>
C. Investments
------------
Upon joining the Plan, and quarterly thereafter, participants can
elect to invest their accounts in the Guaranteed Income Fund
(primarily guaranteed investment contracts), the Company Stock Fund
(Bergen Brunswig Corporation Class A Common Stock), the Fidelity
Magellan Diversified Equity Fund (primarily equity securities) or the
George Putnam Fund (primarily debt and equity securities). The
Guaranteed Income Fund is stated at contract value which approximates
market value. The Company Stock Fund, the Fidelity Magellan
Diversified Equity Fund and the George Putnam Fund are stated at fair
value as determined by quoted market prices. Investment transactions
are recorded on a trade-date basis.
Participants may borrow against a maximum of 50% of their interests in
the Plan up to $50,000. Such loans are shown as separate investments
of the Plan with interest rates ranging from 7.00% to 12.75%, and are
stated at cost which approximates market value.
The number of participants in each fund was as follows:
<TABLE>
<CAPTION>
December 31,
1993 1992
---- ----
<S> <C> <C>
Guaranteed Income Fund 4,403 1,975
Massachusetts Capital Development
Diversified Equity Fund - 338
Fidelity Magellan Diversified
Equity Fund 2,070 1,095
George Putnam Fund 957 135
Company Stock Fund 1,530 959
Participant Loans 1,153 711
</TABLE>
The total number of participants in the Plan was less than the sum of
the number of participants shown above because many were participating
in more than one fund.
D. Benefit Distribution
--------------------
A participant's account shall be distributed in a lump sum upon
retirement, less any loans outstanding. Account withdrawals are
permitted by participants who have attained age 59-1/2 or who suffer
certain financial hardships and meet criteria
11
<PAGE>
established by the Internal Revenue Service. All participants not
eligible for normal retirement vest in Employer contributions at 20%
for each continuous plan year of participation. Participants who
terminate employment prior to retirement receive the vested portion of
their accounts in a lump sum distribution. Participants are 100%
vested in their own contributions at all times.
E. Death and Disability Benefits
-----------------------------
Upon the death of a participant, the beneficiary receives, in a lump
sum, the vested amount in the account. Participants who become
disabled will receive distributions in accordance with normal
retirement benefits.
F. Plan Termination
----------------
The Employer has the right at any time to declare the Plan terminated
completely or as to any of the Employer's divisions, facilities or
operational units.
In the event that the Plan terminates, the accounts of all
participants will become fully vested.
G. Benefits Payable
----------------
In 1993, the Plan changed its method of accounting for benefits
payable to participants to comply with the 1993 AICPA Audit and
Accounting Guide, "Audits of Employee Benefit Plans." The new
guidance requires that benefits payable to participants who have
withdrawn from a defined contribution plan be disclosed in the
footnotes to the financial statements rather than be recorded as a
liability of the plan. As of December 31, 1993, net assets available
for plan benefits included benefits of $1,412,810 due to participants
who have withdrawn from the Plan.
H. Other
-----
Certain reclassifications have been made in the 1992 and 1991
financial statements and notes to conform to 1993 presentations.
12
<PAGE>
2. INCOME TAX STATUS
The Plan is qualified under Section 401 of the Internal Revenue Code as
exempt from Federal income taxes. Accordingly, Employer contributions and
earnings realized by the Plan are not taxed to the participant until a
distribution from the Plan is received. In addition, any shares of the
Company Stock Fund distributed to a participant upon termination are taxed
to the participant at the lower of cost or market measured as of the
distribution date. A determination letter has been received from the
Internal Revenue Service regarding the Federal income tax exemption. The
Plan is exempt from state income taxes under similar statutes.
3. CHANGE IN INVESTMENT OPTIONS
During 1991, additional Guaranteed Investment Contracts with Life of
Virginia, Life Insurance Company of the Southwest, IDS Life Insurance
Company, Integrity Life and Hartford Life Insurance Company were added to
the Guaranteed Income Fund investment which increased the combined
guaranteed interest rate from 8.90% to 8.98% per annum. Except as noted in
4. below, no new Guaranteed Investment Contracts were added to the
Guaranteed Income Fund investment during 1992 and 1993. The expiration of
a Guaranteed Investment Contract with IDS Life Insurance Company and lower
money market fund rates contributed to a decrease in the combined
guaranteed interest rate from 8.98% to 8.21% per annum during 1992.
Allocation of investments into a guaranteed investment contract pool which
reflected current 3 to 5 year GIC yields contributed to a decrease in the
combined guaranteed interest rate from 8.21% to 7.56% per annum in 1993.
Effective January 1, 1991, the Plan was amended to entitle participants to
defer 2% to 12% of their compensation through contributions to the Plan.
Effective July 1, 1992, the Plan was amended to entitle participants to
defer 2% to 11% of their compensation through contributions to the Plan.
Effective October 1, 1992, the George Putnam Fund was added as another
investment option.
On December 28, 1993, the Merrill Lynch Retirement Preservation Trust, a
commingled fixed income pooled investment, was added to the Guaranteed
Income Fund investment.
13
<PAGE>
4. OTHER
Effective December 31, 1991, the Employer elected to terminate the Bergen
Brunswig Retirement Plan ("Retirement Plan"). An option was given to
Retirement Plan participants to transfer their accrued retirement benefit
into the Plan after receiving a refund of their own contributions. During
1992, this option was exercised by 187 Retirement Plan participants and, as
a result, an aggregate amount of $4,861,763 was transferred into the
Guaranteed Income Fund investment of the Plan. A commingled Guaranteed
Investment Contract pool with the Putnam Fiduciary Trust Company GIC Fund
was established and designated as the investment for this transfer. This
investment was frozen with respect to any future contribution elections.
During December 1993, account balances in the Putnam Fiduciary Trust
Company GIC Fund were transferred into the Merrill Lynch Retirement
Preservation Trust.
On February 28, 1992, the Employer acquired substantially all of the net
assets and business of the pharmaceutical distribution segment of Owens &
Minor, Inc. Employees of Owens & Minor, Inc. became eligible to
participate in the Plan on March 1, 1992.
On June 19, 1992, the Employer sold its 81%-owned subsidiary, Commtron
Corporation, to Ingram Industries, Inc.
On October 5, 1992, the Employer acquired all of the outstanding shares of
stock of Durr-Fillauer Medical, Inc. ("Durr"). Employees of Durr became
eligible to participate in the Plan on April 1, 1993.
On November 18, 1992, the Employer acquired the outstanding stock of Dr.
T.C. Smith Company ("T.C. Smith"). Employees of T.C. Smith became eligible
to participate in the Plan on January 1, 1993.
During 1992, the Employer elected to discontinue the Massachusetts Capital
Development Diversified Equity Fund as of December 31, 1993. On January 1,
1993, this Fund was frozen with respect to any future contribution
elections and incoming transfers of participant account balances. During
1993, certain participants directed their account balances to other
investment options of the Plan. On December 31, 1993, the remaining
account balances were transferred into the Merrill Lynch Retirement
Preservation Trust.
14
<PAGE>
On January 29, 1993, the Employer acquired substantially all of the assets
of Healthcare Distributors of Indiana, Inc. ("HDI"). Employees of HDI
became eligible to participate in the Plan on April 1, 1993. Rollovers to
the Plan from HDI's 401(k) Plan were made in 1993. As of June 24, 1994,
the aggregate amount of rollovers from HDI's defined benefit plans have not
been determined.
5. SUBSEQUENT EVENTS
Effective January 1, 1994, the Plan trustee and administrator were changed
from Bankers Trust Company of New York and The Wyatt Company, respectively,
to Merrill Lynch Trust Company of California.
Effective January 1, 1994, the Guaranteed Income Fund Investment was frozen
with respect to any future contribution elections and incoming transfers of
participant account balances. Future participant contributions previously
elected to go into the Guaranteed Income Fund Investment have been invested
in the Merrill Lynch Retirement Preservation Trust as of January 1, 1994.
During February and March 1994, selected Guaranteed Investment Contracts
with Hartford Life Insurance Company, Integrity Life and IDS Life Insurance
Company were sold resulting in realized gains of $1,353,202 recorded in the
Guaranteed Income Fund Investment.
During March 1994, the following investment options were added to the Plan:
1. Merrill Lynch Global Allocation Fund, Inc. (primarily United
States and foreign equity, debt and money market securities);
2. Merrill Lynch Equity Index Trust (primarily equity securities
included in the Standard & Poors 500 Index);
3. Merrill Lynch Capital Fund, Inc. (primarily equity, debt,
convertible and money market securities);
4. Merrill Lynch Corporate Bond Fund, Inc. - Investment Grade
Portfolio (primarily high-grade taxable fixed income securities);
and
15
<PAGE>
5. Merrill Lynch Retirement Preservation Trust (primarily broadly
diversified Guaranteed Investment Contracts, U.S. government and
U.S. government agency and money market securities).
During March 1994, the Plan was amended to entitle participants to defer 1%
to 15% of their compensation through contributions to the Plan.
During March 1994, direct, daily access to investment and account
information (including change of investment direction, fund transfers and
deferral percentage) was initiated for participants of the Plan through The
Merrill Lynch Participant Service Center.
During March 1994, the Plan was amended to entitle participants to hold two
loans simultaneously, a short-term loan (1 to 5 years) and a long-term loan
(5 to 15 years). The long-term loan applies only to the purchase of a
participant's primary residence.
On April 29, 1994, the Employer acquired Southeastern Hospital Supply
Corporation ("Southeastern"). Employees of Southeastern became eligible to
participate in the Plan during May 1994. As of June 24, 1994, the
aggregate amount of rollovers from Southeastern's benefit plan has not been
determined.
16
<PAGE>
<TABLE>
SUPPLEMENTAL SCHEDULE 1
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT
-----------------------------------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1993
<CAPTION>
- - -------------------------------------------------------------------------------------------------
DESCRIPTION OF
ASSET INVESTMENT MARKET COST
- - -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
GUARANTEED INCOME FUND Schedule $56,852,452 $56,753,822
FIDELITY MAGELLAN DIVERSIFIED EQUITY FUND Schedule 24,519,724 22,745,974
GEORGE PUTNAM FUND Schedule 7,525,010 7,646,992
COMPANY STOCK FUND Schedule 6,851,036 7,269,879
PARTICIPANT LOANS Schedule 4,998,689 4,998,689
------------ ------------
TOTAL INVESTMENTS $100,746,911 $99,415,356
============ ============
17
</TABLE>
<PAGE>
<TABLE>
SUPPLEMENTAL SCHEDULE 1 (DETAIL)
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT
-----------------------------------------------------
DETAIL - ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1993
<CAPTION>
- - --------------------------------------------------------------------------------------------
SHARES DESCRIPTION MARKET COST
- - --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
GUARANTEED INCOME FUND
----------------------
3,848,238 BT PYRAMID DIRECTED ACCOUNT CASH FUND $ 3,848,243 $ 3,848,243
SHEARSON GIC FUND #4
220,394 7.20% 1/17/93 2,411,771 2,313,141
MERRILL LYNCH RETIREMENT
PRESERVATION TRUST
GIC / BOND / MONEY MARKET
20,862,318 COMMINGLED POOLED FUND 20,862,318 20,862,318
PARTN IN GROUP ANNUITY CONTRACT
#SP709398 WITH LIFE INSURANCE
COMPANY OF THE SOUTHWEST
1,363,430 9.05% 12/29/1999 1,363,430 1,363,430
PARTN IN GROUP CONTRACT
#9310-2576132 WITH IDS LIFE INS. CO.
1,463,819 8.50% 9/10/1997 1,463,819 1,463,819
PARTN IN GROUP ANNUITY CONTRACT
#2784176.71L WITH LIFE OF VIRGINIA
3,193,405 11.25% 12/31/1994 3,193,405 3,193,405
PARTN IN GROUP ANNUITY CONTRACT
#477-00602-1-0 WITH SHEARSON LEHMAN
4,236,906 HUTTON/FED HOME LIFE 8.80% 10/27/1994 4,236,906 4,236,906
PARTN IN GROUP ANNUITY CONTRACT
#I91390216 WITH INTEGRITY LIFE
1,284,372 9% 1/4/1996 1,284,372 1,284,372
18
</TABLE>
<PAGE>
<TABLE>
SUPPLEMENTAL SCHEDULE 1 (DETAIL), CONTINUED
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT
-----------------------------------------------------
DETAIL - ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1993
<CAPTION>
- - --------------------------------------------------------------------------------------------
SHARES DESCRIPTION MARKET COST
- - --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PARTN IN GROUP ANNUITY CONTRACT
#I90390164 WITH SHEARSON/INTEGRITY LIFE
1,222,570 9.25% 1/26/1995 1,222,570 1,222,570
PARTN IN GROUP ANNUITY CONTRACT
#I90390938 WITH INTEGRITY LIFE
1,250,980 9.25% 5/25/1995 1,250,980 1,250,980
PARTN IN GROUP ANNUITY CONTRACT
#I90391310 WITH INTEGRITY LIFE
645,488 9.55% 08/31/1995 645,488 645,488
PARTN IN GROUP ANNUITY CONTRACT
WITH INTEGRITY LIFE (SPDA)
2,625,680 #I90391602 9.25% 11/02/1995 2,625,680 2,625,680
PARTN IN GROUP ANNUITY CONTRACT
#GA 8939 WITH HARTFORD LIFE INS. CO.
3,931,843 9.25% 11/8/1995 3,931,843 3,931,843
PARTN IN GROUP ANNUITY CONTRACT
#I90391134 WITH INTEGRITY LIFE
2,478,897 9.25% 06/29/1995 2,478,897 2,478,897
PARTN IN GROUP ANNUITY CONTRACT
#36904 WITH HARTFORD LIFE INS. CO.
1,204,133 8.00% 7/15/2001 1,204,133 1,204,133
19
</TABLE>
<PAGE>
<TABLE>
SUPPLEMENTAL SCHEDULE 1 (DETAIL), CONTINUED
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT
-----------------------------------------------------
DETAIL - ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1993
<CAPTION>
- - --------------------------------------------------------------------------------------------
SHARES DESCRIPTION MARKET COST
- - --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PARTN IN GROUP ANNUITY CONTRACT
#12159 WITH HARTFORD LIFE INS. CO.
1,200,836 10.00% 7/2/2001 1,200,836 1,200,836
PARTN IN GROUP ANNUITY CONTRACT
#9310-2680832 WITH IDS LIFE INS. CO.
3,627,761 8.19% 7/2/2001 3,627,761 3,627,761
----------- -----------
$56,852,452 $56,753,822
=========== ===========
FIDELITY MAGELLAN DIVERSIFIED EQUITY FUND
-----------------------------------------
30,000 BT PYRAMID DIRECTED ACCOUNT CASH FUND $ 30,000 $ 30,000
345,656 FIDELITY MAGELLAN FD INC. COM 24,489,724 22,715,974
----------- -----------
$24,519,724 $22,745,974
=========== ===========
GEORGE PUTNAM FUND
------------------
10,000 BT PYRAMID DIRECTED ACCOUNT CASH FUND $ 10,000 $ 10,000
542,209 GEORGE PUTNAM FUND OF BOSTON 7,515,010 7,636,992
----------- -----------
$ 7,525,010 $ 7,646,992
=========== ===========
20
</TABLE>
<PAGE>
<TABLE>
SUPPLEMENTAL SCHEDULE 1 (DETAIL), CONTINUED
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT
-----------------------------------------------------
DETAIL - ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1993
<CAPTION>
- - --------------------------------------------------------------------------------------------
SHARES DESCRIPTION MARKET COST
- - --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
COMPANY STOCK FUND
------------------
112,804 BT PYRAMID DIRECTED ACCOUNT CASH FUND $ 112,804 $ 112,804
BERGEN BRUNSWIG CORPORATION
376,964 CLASS A COMMON STOCK 6,738,232 7,157,075
----------- -----------
$ 6,851,036 $ 7,269,879
=========== ===========
PARTICIPANT LOANS
-----------------
PROMISSORY NOTES
VARIOUS DUE DATES:
AT 12.75% INTEREST $ 8,966 $ 8,966
AT 12.00% INTEREST 3,414 3,414
AT 11.75% INTEREST 4,322 4,322
AT 11.50% INTEREST 26,402 26,402
AT 11.00% INTEREST 134,862 134,862
AT 10.50% INTEREST 52,247 52,247
AT 10.00% INTEREST 126,685 126,685
AT 9.50% INTEREST 256,576 256,576
AT 9.00% INTEREST 112,918 112,918
AT 8.50% INTEREST 46,241 46,241
AT 8.40% INTEREST 14,830 14,830
AT 8.15% INTEREST 38,653 38,653
AT 7.50% INTEREST 571,457 571,457
AT 7.00% INTEREST 3,601,116 3,601,116
----------- -----------
$ 4,998,689 $ 4,998,689
=========== ===========
21
</TABLE>
<PAGE>
<TABLE>
SUPPLEMENTAL SCHEDULE 2
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT
-----------------------------------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
- - -----------------------------------------------------------------------------------------------------
ISSUE TRADE TYPE NO. OF TRADES AMOUNT GAIN/(LOSS)
- - -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
GUARANTEED INCOME FUND:
BT PYRAMID DIRECTED Purchases 147 $63,271,542
ACCOUNT CASH FUND Sales 126 61,727,569
PUTNAM GIC FUND Purchases 19 12,910,108
Sales 32 17,635,116
MERRILL LYNCH RETIREMENT Purchases 1 20,862,318
PRESERVATION TRUST FUND
DIVERSIFIED EQUITY FUNDS:
MASSACHUSETTS CAPITAL
DEVELOPMENT DIVERSIFIED
EQUITY FUND:
BT PYRAMID DIRECTED Purchases 56 2,550,302
ACCOUNT CASH FUND Sales 48 2,617,062
M.F.S. CAP. DEV. FD. Purchases 16 233,830
SH. BEN. INT. Sales 11 2,640,339 $ 208,501
FIDELITY MAGELLAN
DIVERSIFIED EQUITY FUND:
BT PYRAMID DIRECTED Purchases 76 14,619,737
ACCOUNT CASH FUND Sales 66 14,732,086
FIDELITY MAGELLAN FUND Purchases 36 16,034,006
Sales 6 3,849,570 546,298
22
</TABLE>
<PAGE>
<TABLE>
SUPPLEMENTAL SCHEDULE 2, CONTINUED
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT
-----------------------------------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
- - -----------------------------------------------------------------------------------------------------
ISSUE TRADE TYPE NO. OF TRADES AMOUNT GAIN/(LOSS)
- - -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
GEORGE PUTNAM FUND:
BT PYRAMID DIRECTED Purchases 68 7,620,698
ACCOUNT CASH FUND Sales 44 7,620,008
PUTNAN GEORGE FD. BOSTON Purchases 35 8,319,736
SH. BEN. INT. COM. Sales 8 1,574,481 48,120
COMPANY STOCK FUND:
BT PYRAMID DIRECTED Purchases 65 6,917,763
ACCOUNT CASH FUND Sales 96 6,929,135
BERGEN BRUNSWIG CORPORATION Purchases 98 4,907,249
CLASS A COMMON STOCK Sales 5 1,912,162 $(439,378)
23
</TABLE>
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Retirement Strategy Committee has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
BERGEN BRUNSWIG PRE-TAX
INVESTMENT RETIREMENT ACCOUNT
by /s/ Neil F. Dimick
----------------------------------
Neil F. Dimick
Executive Vice President,
Chief Financial Officer,
Bergen Brunswig Corporation
June 24, 1994
24
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-32465 of Bergen Brunswig Corporation on Form S-8 of our report dated June 24,
1994 appearing in this Annual Report on Form 11-K of Bergen Brunswig Pre-Tax
Investment Retirement Account for the year ended December 31, 1993.
/s/ Deloitte & Touche
Costa Mesa, California
June 28, 1994
25
