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| CMB APPROVAL |
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| CMS Number: 3235-0145 |
|Expires: September 30, 1988|
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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. )*
BERGEN BRUNSWIG CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, Par Value $1.50 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
083739102
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(CUSIP Number)
Richard M. Sandler
Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
65 Livingston Avenue, Roseland, New Jersey 07068 (201) 992-8700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 24, 1989
- --------------------------------------------------------------------------------
(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 [x] . (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).
<PAGE>
SCHEDULE 13D
CUSIP No. 083739102 Page 2 of 9 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*
|
| 00
- --------------------------------------------------------------------------------
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
| ITEMS 2(d) OR 2(e)
| [ ]
- --------------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| United States
- --------------------------------------------------------------------------------
NUMBER | 7 | SOLE VOTING POWER
OF | |
SHARES | | 2,004,558 Shares of Class A Common Stock
- --------------------------------------------------------------------------------
| 8 | SHARED VOTING POWER
BENEFICIALLY | |
OWNED BY | | None
- --------------------------------------------------------------------------------
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | |
| | 2,004,558 Shares of Class A Common Stock
- --------------------------------------------------------------------------------
PERSON WITH | 10 | SHARED DISPOSITIVE POWER
| |
| | None
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 2,004,558 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) 9.6%*
| * Based on 20,834,902 shares outstanding including 17,968,142
| outstanding as set forth in the Company's Annual Report on Form 10K
| for the fiscal year ended August 31, 1988, plus 2,175,565 shares known
| by the reporting person to have been issued since that date, plus
| 691,195 shares the reporting person has the right to acquire within 60
| days.
- --------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
| IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 083739102 Page 3 of 9 Pages
STATEMENT CONTAINING INFORMATION
REQUIRED BY SCHEDULE 13D
- --------------------------------------------------------------------------------
Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, par value $1.50
per share (the "Common Stock"), of Bergen Brunswig Corporation (the "Company").
The principal executive offices of the Company are located at 4000 Metropolitan
Drive, Orange, California 92668.
Item 2. Identity and Background.
(a) This statement is being filed by Robert E. Martini.
(b) Mr. Martini's business address is c/o Bergen Brunswig
Corporation, 345 Route 17 South, Upper Saddle River, New Jersey 07048.
(c) Mr. Martini is the President and Chairman of the Executive
Committee of the Company. The principal executive offices of the Company are
located at 4000 Metropolitan Drive, Orange, California 92668.
(d) Mr. Martini has not been convicted in any criminal proceeding
during the past five years, excluding traffic violations or similar
misdemeanors.
(e) Mr. Martini has not, during the past five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Martini is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Martini beneficially owns 2,004,558 shares of Class A Common
Stock, including 1,322,575 shares which he has the right to acquire within 60
days upon the conversion of 138,802 shares of Class B Common Stock, par value
$1.50 per share, of the Company ("Class B Common Stock") which he beneficially
<PAGE>
CUSIP No. 083739102 Page 4 of 9 Pages
owns (an aggregate of 121,716 of which shares, including 20,550 shares owned by
trusts, have been converted), 51,967 shares upon exercise of options exercisable
within 60 days, 57,665 shares beneficially owned by his wife and trusts of which
he is trustee, and 476,425 shares of Class A Common Stock issuable upon
conversion of 50,000 shares of Class B Common Stock which, pursuant to the
Martini Agreement (as defined below), cannot be converted into Class A Common
Stock prior to February 24, 1994 without the consent of Emil P. Martini, Jr.
Prior to the consummation of the Plan of Recapitalization of the
Company on February 24, 1989, which is more fully described in response to Item
4 below, Mr. Martini beneficially owned (a) 394,361 shares of Class A Common
Stock (including 188,802 shares which he had the right to acquire upon
conversion of the Class B Common Stock then held by him and 51,967 which he had
to the right to acquire within 60 days upon exercise of options), which
represented less than 3% of the Class A Common Stock then-outstanding, and (b)
188,802 shares of Class B Common Stock, representing 48.62% of the Class B
Common Stock thenoutstanding. The Class B Common Stock is not a registered
security and is not listed on any exchange. Holders of Class B Common Stock are
entitled to elect a majority of the Board of Directors and to vote as a separate
class on all matters requiring a vote of shareowners.
The Class B Common Stock is convertible into Class A Common Stock.
Upon the consummation of the Plan of Recapitalization, among other things, the
conversion ratio of the Class B Common Stock was increased from 1-to-1 to
1-to-9.5285. As a result, Mr. Martini acquired beneficial ownership of an
additional 1,610,197 shares of Class A Common Stock as of February 24, 1989. No
cash is required to be given by holders of Class B Common Stock upon conversion
of such shares into shares of Class B Common Stock. Therefore, no funds were or
will be required for the acquisition of such shares upon conversion.
Item 4. Purpose of Transaction.
At the Company's annual meeting of shareowners held on January 31,
1989, the shareowners approved a plan of recapitalization (the "Plan"), which
had been approved by the Board of Directors of the Company and a special
committee thereof composed of independent directors, on December 13, 1988. The
Plan became effective on February 24, 1989 (the "Effective Date"). The Plan
consists of (a) an amendment to the Company's Restated Certificate of
Incorporation (the "Charter Amendment"), which is attached hereto as Exhibit A,
<PAGE>
CUSIP No. 083739102 Page 5 of 9 Pages
(b) a document entitled "Amended Plan of Recapitalization", dated December 13,
1988 (the "Plan of Recapitalization"), which is attached hereto as Exhibit B;
and (c) an agreement between the Company, Emil P. Martini, Jr. and Robert E.
Martini dated February 24, 1989 (the "Martini Agreement"), a copy of which is
attached hereto as Exhibit C.
As a result of the consummation of the Plan, the Company's Restated
Certificate of Incorporation was amended to provide, among other things, for
certain changes in the relative rights of the holders of Class B Common Stock,
including (1) the increase in the rate at which shares of Class B Common Stock
may be converted into shares of Class A Common Stock from 1-to-1 to 1to-9.5285;
(2) the automatic conversion of all Class B Common Stock at the end of five
years from the Effective Date; (3) the increase in the per share dividends and
liquidation rights of the Class B Common Stock; and (4) a requirement that stock
dividends on Class B Common Stock be paid in shares of Class A Common Stock, all
as more fully described in the exhibits hereto.
Mr. Martini's purpose for agreeing to the Plan was to (a) maximize the
value of his investment, (b) provide greater liquidity for his estate and (c)
enable him to continue to manage the business for at least five years. In
addition, under the terms of the Plan, the Class B shareowners will continue to
retain their absolute right to control the Company for up to five years. The
purpose of the Plan, from the Company's viewpoint, is to put control of the
Company into the hands of all shareowners on a "one share-one vote" basis not
later than February 24, 1994.
Except as set forth herein, Mr. Martini has no plans or proposals
which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the Board;
<PAGE>
CUSIP No. 083739102 Page 6 of 9 Pages
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter or bylaws or other actions which
may impede the acquisition of control of the Company by any
person;
(h) Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
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 2,004,558 shares
constituting 9.6% of the shares of Class A Common Stock
outstanding as calculated pursuant to Item 5 of Schedule 13D and
as set forth in the footnote on page 2 of this Schedule 13D.
(b) Except as described in Item 6 below, Mr. Martini has sole power
to vote and direct the vote and to dispose and direct the
disposition of all shares beneficially owned by him as reported
in (a) above.
(c) During the 60 day period ended February 24, 1989, Mr. Martini
has not purchased or sold any shares of Class A Common Stock. As
set forth above, Mr. Martini acquired beneficial ownership of an
additional 1,610,197 shares of Class A Common Stock as of
February 24, 1989 as a result of the consummation of the Plan.
As of that date, Mr. Martini executed irrevocable instructions to
convert (a) 101,166 shares of Class B Common Stock into 963,960
shares of Class A Common Stock for his own account and (b) 20,550
<PAGE>
CUSIP No. 083739102 Page 7 of 9 Pages
shares of Class B Common Stock into 195,811 shares of Class A
Common Stock for the account of trusts of which he is the
trustee.
(d) and (e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except as set forth below, Mr. Martini is not a party to any contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to the securities of the Company).
In connection with the consummation of the Plan, Robert E. Martini and
his brother, Emil P. Martini, Jr., who is the Chairman and Chief Executive
Officer of the Company and the beneficial owner of 161,606 shares of Class B
Common Stock (before conversion of 106,606 shares) (representing 41.72 percent
of the Class B Common Stock outstanding) and 1,664,296 shares* of the Class A
Common Stock (representing 8.0 percent of the Class A Common Stock outstanding),
entered into the Martini Agreement with the Company pursuant to which each of
the Martinis agreed that (a) Emil P. Martini, Jr. would convert 106,606 shares
of Class B Common Stock and Robert E. Martini would convert 101,166 shares of
Class B Common Stock as soon as practicable after the Effective Date (which
occurred on February 24, 1989) and will convert all or a portion of the
remaining shares of Class B Common Stock held by him to Class A Common Stock
following certain specified events, (b) certain restrictions on his ability to
transfer and vote the Class A Common Stock received by him upon partial
conversion of the Class B Common Stock will be imposed, (c) his ability to make
a bid to acquire the Company will be restricted, and (d) he will granted certain
registration rights with respect to Class A Common Stock held by him. Each of
the Martinis also agreed with each other, that, unless otherwise agreed in
writing by the other, at all times prior to February 24, 1994, each will own at
least 50,000 shares of Class B Common Stock. Each of the Martinis also agreed
with each other and with the Company that, at all times prior to the conversion
of all Class B Common Stock to Class A Common Stock, he will vote the shares of
Class A Common Stock received upon conversion of Class B Common Stock in the
same manner (for, against or abstain) that all other shares of Class A Common
_____________________
* Assuming conversion of all 161,606 shares of Class B Common Stock, of which
106,606 have been converted.
<PAGE>
CUSIP No. 083739102 Page 8 of 9 Pages
Stock are voted on any matter submitted to a vote of the Company's shareowners.
The terms of the Martini Agreement are fully set forth in Exhibit C hereto,
which is incorporated by reference herein.
The Martini Agreement also provides that in the event of the demise of
Emil P. Martini, Jr. or Robert E. Martini, all shares other than the Retained
Shares (as defined below), of Class B Common Stock then owned by the decedent,
but not of the surviving Martini, will convert automatically into shares of
Class A Common Stock pursuant to the Restated Certificate of Incorporation, as
amended by the Amendment. The "Retained Shares" is that number of shares (but
in no event in excess of 50,000) of Class B Common Stock which, when added to
the number of shares of Class B Common Stock then owned by the surviving
Martini, will equal 100,000 shares. Pursuant to the Restated Certificate of
Incorporation, as amended by the Amendment, all of the outstanding Class B
Common Stock will be automatically converted into Class A Common Stock when the
number of shares of Class B Common Stock outstanding falls below 100,000 shares,
or at the end of five years, if earlier.
Under the Martini Agreement, the estate of the nonsurviving Martini
shall retain ownership of the Retained Shares but may transfer such Retained
Shares to a personal representative or to a trust (and the personal
representative may transfer such Retained Shares to a trust), but the personal
representative and/or trust shall also be obligated to retain such Retained
Shares. In the event of the demise of the surviving Martini, all shares of
Class B Common Stock then owned by the decedent and all Retained Shares will
convert automatically into shares of Class A Common Stock pursuant to the
Restated Certificate of Incorporation, as amended by the Amendment. So long as
the Retained Shares remain outstanding, they will be subject to an irrevocable
proxy in favor of the surviving Martini, which irrevocable proxy will terminate
automatically upon the conversion of such Retained Shares into shares of Class A
Common Stock. Retained Shares may not be converted voluntarily without the prior
consent of the surviving Martini, and the surviving Martini shall not be
required to give such consent.
Item 7. Material to be Filed as Exhibits.
A. Amendment to the Company's Restated
Certificate of Incorporation effective
February 24, 1989.
B. Plan of Recapitalization.
C. Martini Agreement.
<PAGE>
CUSIP No. 083739102 Page 9 of 9 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.
Date: March 3, 1989
/s/Robert E. Martini
--------------------
Robert E. Martini
