As filed with the Securities and Exchange Commission on October 5, 1995
Registration No. 33-57325
- --------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
BERGEN BRUNSWIG CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-1444512
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4000 Metropolitan Drive
Orange, California 92668-3510
(714) 385-4000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
_______________
MILAN A. SAWDEI
Secretary
4000 Metropolitan Drive
Orange, California 92668-3510
(714) 385-4255
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________
Copy to:
Richard M. Sandler, Esq.
Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
65 Livingston Avenue
Roseland, New Jersey 07068
_______________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement, as determined by the Selling Shareholders. See "Selling
Shareholders".
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [X]
_______________
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ___________
If this form is a post-effective amendment, filed pursuant to Rule
462(c) unde the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ] ____________
This Amendment to the Registration Statement shall become effective on
such date as the Commission, acting pursuant to section 8(c) of the Securities
Act of 1933, may determine.
<PAGE>
BERGEN BRUNSWIG CORPORATION
____________
649,523 Shares
Class A Common Stock
$1.50 Par Value
INTRODUCTION
This Prospectus relates to up to 649,523 shares of the Class A
Common Stock, $1.50 par value (the "Common Stock"), of Bergen Brunswig
Corporation (the "Company"), which will be offered by certain shareholders of
the Company. See "Selling Shareholders". The Company will not receive any of
the proceeds from the sale of shares by the selling shareholders.
The shares of Common Stock offered hereby were issued by the
Company to the shareholders of Biddle & Crowther Company, a Washington
corporation ("B&C"), in exchange for their shares of B&C's Class A Common
Stock, no par value, and Class B Common Stock, no par value, in connection
with the merger of B&C into the Company on January 10, 1995. The shares
offered hereby will be sold by the shareholders of the Company, formerly
shareholders of B&C (the "Selling Shareholders"). The number of shares
offered hereby is subject to reduction under certain circumstances. See
"Selling Shareholders".
The Common Stock is listed on the New York Stock Exchange. The
shares of Common Stock offered hereby are offered without underwriters at
the market - that is, at the price in effect on the New York Stock Exchange
at the time of sale by the Selling Shareholders, by means of normal sales
and/or short sales "against the box." On October 4, 1995, the closing
sales price of the Common Stock on the New York Stock Exchange was
$21-1/4 per share. The Company will bear all expenses in connection with
the registration of the Common Stock being registered hereby, which expenses
are estimated to be approximately $15,000. The Selling Shareholders will pay
all brokerage commissions incurred in connection with the sale of shares of
Common Stock at the market.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________
The date of this Prospectus is _____________, 1995.
<PAGE>
No person has been authorized to give any information or to make
any representations other than as contained in this Prospectus in connection
with the offer made hereby, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. The delivery of this Prospectus at any time does not imply that
the information herein is correct as of any time subsequent to the date hereof.
This Prospectus does not constitute an offer to sell securities in any
jurisdiction to any person to whom it is unlawful to make such offer in
such jurisdiction.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company can be inspected and
copied at the offices of the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and the Commission's Regional
Offices in New York (Seven World Trade Center, 13th Floor, New York, New York
10048) and Chicago (Suite 1400, Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661), and copies of such materials can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy statements and
other information concerning the Company may also be inspected at the
offices of the New York Stock Exchange, Inc., at 20 Broad Street, New York,
New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents
of the Company heretofore filed by it with the Commission:
(a) Annual Report on Form 10-K for the year ended September 30
1994;
(b) Quarterly Reports on Form 10-Q for the periods ended December
31, 1994, March 31, 1995 and June 30, 1995;
(c) Current Reports on Form 8-K dated March 3, 1995, April 24,
1995, and May 23, 1995;
(d) The description of the Company's Common Stock and the
description of the Company's Series A Junior Participating Preferred Stock
set forth in the Registration Statements on Form 8-A filed by the Company
with the Commission on October 20, 1993 and February 14, 1994, respectively,
pursuant to Section 12 of the Exchange Act, and any amendment or report
filed for the purpose of updating any such descriptions.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of this offering shall be deemed to
be incorporated by reference into this Prospectus. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person, including
any beneficial owner of Common Stock, to whom this Prospectus is delivered,
upon written or oral request of such person, a copy of any and all of the
documents that have been incorporated by reference in this Prospectus (not
including exhibits to such documents unless such exhibits are specifically,
incorporated by reference therein). Requests should be directed to Bergen
Brunswig Corporation, 4000 Metropolitan Drive, Orange, California 92668-3510,
Attention: Milan A. Sawdei, Secretary; telephone number (714) 385-4255.
THE COMPANY
Bergen Brunswig Corporation, through its subsidiaries, is a
diversified pharmaceutical and health care product distribution organization
and, as such, is the nation's largest supplier of pharmaceuticals to hospitals
and managed care facilities, one of the largest suppliers of pharmaceuticals
and health care products to chain and independent pharmacies, and a supplier
of medical and surgical products to hospitals, clinics and alternate site
health care facilities.
The Company is incorporated in New Jersey and maintains its principal
executive offices at 4000 Metropolitan Drive, Orange, California 92668-3510;
telephone (714) 385-4000.
SELLING SHAREHOLDERS
On November 16, 1994, the Company, B&C, and the principal
shareholders of B&C, Raymond L. Biddle and Berkley G. Biddle (the "Principal
Shareholders"), entered into an Agreement and Plan of Merger (the "Agreement").
Pursuant to the terms of the Agreement, as amended, B&C was merged with and
into the Company and all shareholders of B&C, including the Principal
Shareholders (collectively the "Selling Shareholders"), received in exchange
for their shares of B&C's Class A Common Stock, no par value, and B&C's Class
B Common Stock, no par value, shares of Common Stock issued by the Company
having a market value equal to the "Net Asset Value" of B&C on January 6, 1995
(the "Takeover Date") plus $3,000,000. The Net Asset Value of B&C is defined
in the Agreement to mean B&C's assets as of the Takeover Date, valued in
accordance with the terms and provisions of the Agreement, less B&C's
liabilities as of the Takeover Date, valued in accordance with the terms and
provisions of the Agreement. Upon completion of the closing, the Company
and B&C filed a Certificate of Merger with the Secretary of State of New
Jersey and Articles of Merger with the Secretary of State of Washington and
the merger became effective as of that date, January 10, 1995 (the "Effective
Date of the Merger"). Pursuant to the Agreement:
(i) On the Effective Date of the Merger, the Company issued an
aggregate of 605,950 shares of Common Stock, 435,737 of which were
issued in the names of each of the Selling Shareholders free of escrow
and in proportion to their respective ownership interests in B&C ("Pro-
Rata Share") and 170,213 of which were delivered to an escrow agent (the
"Escrow Agent");
(ii) Accountants for the Company and the Principal Shareholders
performed an audit of B&C as of the Takeover Date. The Agreement
provided that if the Net Asset Value as of the Takeover Date (the
"Closing Net Asset Value") is determined to be less than $7,679,861
(the "Estimated Net Asset Value"), the Company would be entitled to a
refund of that number of shares of Common Stock determined by taking
the excess of the Estimated Net Asset Value over the Closing Net Asset
Value and dividing such amount by $17-5/8, the "Market Value" as
defined in the Agreement, which is the average of the last sales prices
of the Common Stock on the New York Stock Exchange during the thirty
(30) trading days ended ten (10) days prior to the date of the
closing of the Agreement (the "Closing Date"). Of the refund shares,
28.09% would be returned by the Escrow Agent and the 71.91% balance would
be returned by the Selling Shareholders in proportion to their Pro-Rata
Share. The Agreement further provided that if the Closing Net Asset
Value exceeded the Estimated Net Asset Value, the Company would issue that
number of additional shares of Common Stock determined by dividing such
excess by the Market Value. In such instance, the Agreement provided
that of the additional number of shares, 28.09% would be delivered to the
Escrow Agent and the 71.91% balance would be delivered to the Selling
Shareholders in proportion to their Pro-Rata Share; and /R
(iii) The Escrow Agent (and the Principal Shareholders, if
insufficient shares are available from the Escrow Agent) is required to
return shares of Common Stock to the Company in the event that (a) the
Company assigns to the Principal Shareholders certain uncollected trade
accounts receivable, (b) the Company is subject to certain excess tax
liability for B&C's operations prior to the Takeover Date, (c) debit
memos of B&C are rejected or not honored after the Closing Date, or (d)
certain indemnification claims are made by the Company, all as described
in the Agreement.
To date, as a result of the above-mentioned provisions, no shares of
the Common Stock have been returned to the Company.
636,248 shares of Common Stock, in the aggregate, have been issued
in connection with the merger of B&C into the Company. However, the
number of shares offered hereby may be increased to a maximum of
649,523 or reduced pursuant to the terms of the Agreement described
above.
The following table sets forth information as to the number of
shares of Common Stock that will be beneficially owned by the Selling
Shareholders, each of whom will own less than one percent (1%) of the
outstanding Common Stock of the Company, assuming that a total of 649,523
shares of Common Stock, including all those shares initially delivered to the
Escrow Agent, will be delivered to the Selling Shareholders as described
above.
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Owned
Selling Shareholder Before 0ffering
- -------------------------- ----------------------
<S> <C>
Berkley G. Biddle 296,118
Esther J. Biddle 31,112
Raymond Biddle 275,203
Diane A. Biddle 31,112
Kenna R. Biddle 6,755
R.L. Biddle, Trustee for
Raymond A. Biddle 4,871
Jeannine B. Stapleton 3,637
Janice R. Larson 715
TOTAL 649,523
</TABLE>
_______________________
* It is anticipated that upon completion of this offering, the Selling
Shareholders will not own any shares of Common Stock. None of the Selling
Shareholders has ever held any position or office or had any material
relationship with the Company or any of its subsidiaries.
MANNER OF SALE
The Common Stock is listed on the New York Stock Exchange. It is
anticipated that the Selling Shareholders will (i) sell the shares of
Common Stock at the market, that is, at the price in effect on the New York
Stock Exchange at the time of sale, and/or (ii) effect a "short sale
against the box", that is, initially place the shares of Common Stock with
a broker as security for short sales of borrowed Common Stock of the Company,
effected at the price in effect on the New York Stock Exchange at the time
of the short sale, following which the broker may thereafter cover such short
sale by delivering the shares of Common Stock held "in the box" to the
lender from whom the shares were borrowed (or to any successor lender from
whom shares may have been borrowed in order to return shares to the original
or any successor lender). Sales will be effected by registered broker/dealers
on the New York Stock Exchange.
EXPERTS
The consolidated financial statements and the related financial
statement schedules of the Company as of September 30, 1994 and August 31,
1993, for the year ended September 30, 1994, for the one month ended
September 30, 1993 and for the years ended August 31, 1993 and 1992,
incorporated in this Prospectus by reference to the Company's Annual Report
on Form 10-K for the year ended September 30, 1994 and to the Company's
Current Report on Form 8-K dated April 24, 1995, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports,
which are incorporated herein by reference, and have been so incorporated
in reliance upon such reports given upon the authority of said firm as
experts in auditing and accounting.
- 5 -
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission
registration fee.............................. $4,774
Legal fees and expenses............................ $5,000
Accounting fees and expenses....................... $2,500
Miscellaneous expenses............................. $2,726
Total $15,000
=======
No portion of the foregoing expenses will be borne by the Selling
Shareholders.
All expenses other than the Securities and Exchange Commission
registration fee are estimated.
Item 15. Indemnification of Directors and Officers
Under the Company's Restated Certificate of Incorporation, every person
who is or was a director, officer, employee or agent of the Company and the
legal representative of such a person is entitled to receive indemnification
from the Company to the fullest extent permitted by law. Under New Jersey
law, directors and officers may be indemnified in certain situations, subject
to the Company's having taken certain actions and the directors and officers
having met certain specified standards of conduct. In addition, in April,
1986, the Company entered into agreements, which were amended on July 3, 1986
(collectively, the "Indemnity Agreement"), to indemnify each of its directors
against liabilities and defense costs to the extent that such directors would
have been insured under the director and officer liability insurance policies
which were in effect on December 31, 1984 (the "1984 Policy"). The 1984 Policy
afforded the broadest coverage for liabilities arising under ERISA and the
securities and anti-trust laws. The obligation of the Company to indemnify
a director under the Indemnity Agreement is limited to $30 million, the
maximum coverage available under the 1984 Policy. However, the Indemnity
Agreement does not limit a director's right to recover in excess of $30
million from the Company if the director is otherwise entitled to statutory
indemnification. The Indemnity Agreement was ratified by the shareowners at
the annual meeting held on December 17, 1986. The Company currently
maintains a directors' and officers' insurance policy which provides
liability coverage of $30 million.
In addition, the Company's Restated Certificate of Incorporation
eliminates the personal liability of directors and officers to the Company and
its shareowners for monetary damages for acts or omissions (including negligent
and grossly negligent acts or omissions) in violation of a director's or
officer's fiduciary duty of care. The duty of care refers to a fiduciary
duty of
II - 1
<PAGE>
directors and officers to manage the affairs of the Company with the same
degree of care as would be applied by an "ordinarily prudent person under
similar circumstances". The provisions of the Company's Restated Certificate of
Incorporation which eliminate the personal liability of directors and
officers do not, in any way, eliminate or limit the liability of a director
or officer for breaching his duty of loyalty (i.e., the duty to refrain from
fraud, self-dealing and transactions involving improper conflicts of interest)
to the Company or its shareowners, failing to act in good faith, knowingly
violating a law or obtaining an improper personal benefit and do not have any
effect on the availability of equitable remedies.
See also the undertakings set forth in response to item 17 herein.
Item 16. Exhibits
2.1 Agreement and Plan of Merger, dated as of November 16, 1994, among
Bergen Brunswig Corporation, Biddle & Crowther Company, Raymond L.
Biddle and Berkley G. Biddle (without Appendices or Exhibits). *
2.2 Supplemental Agreement, dated as of November 16, 1994, among Bergen
Brunswig Corporation, Biddle & Crowther Company, Raymond L. Biddle
and Berkley G. Biddle (without Exhibits). *
2.3 Amendment No. 1, dated January 6, 1995 to the Agreement and Plan of
Merger (without Appendices or Exhibits). *
2.4 Amendment No. 1 to Supplemental Agreement, dated as of January 10,
1995 (without Exhibits). *
4.1 Restated Certificate of Incorporation of Bergen Brunswig
Corporation is incorporated by reference to Exhibit 4.1 of the
Registrant's Registration Statement on Form S-3 (no. 33-53817)
filed with the Commission on May 26, 1994.
4.2 By-laws of Bergen Brunswig Corporation and Amendment to such By-
laws are incorporated by reference to Exhibits 3(a) and 3(b),
respectively, to the Company's Annual Report on Form 10-K for the
year ended September 30, 1994.
5.1 Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, a Professional
Corporation. *
23.1 Consent of Deloitte & ToucheLLP.
23.2 Consent of Lowenstein, Sandler, Kohl, Fisher & Boylan, A
Professional Corporation, is included in Exhibit 5.1.
24.1 Power of Attorney is included on signature page. *
_______________________
* Previously filed.
II - 2
<PAGE>
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
A. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act"), unless the foregoing information is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in this Registration
Statement; and
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement, unless the foregoing information is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in the Registration Statement.
B. That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;
C. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
D. That for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
E. That insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling
II - 3
<PAGE>
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
</page>
II - 4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this Post-
Effective Amendment No. 1 to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on the 4th day of October, 1995.
BERGEN BRUNSWIG CORPORATION
By:/s/ Robert E. Martini
--------------------------------------
Robert E. Martini, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the registrant's Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
/s/ Robert E. Martini Chairman of the October 4, 1995
- ------------------------ Board, Chief
Robert E. Martini Executive Officer
and Director
R /s/ Rodney H. Brady * Director October 4, 1995
- ------------------------
Rodney H. Brady
/s/ John Calasibetta * Senior Vice October 4, 1995
- ------------------------ President and
John Calasibetta Director
II - 5
</PAGE>
<PAGE>
/s/ Jose E. Blanco * Director October 4, 1995
- ------------------------
Jose E. Blanco
/s/ Charles C. Edwards, M.D.* Director October 4, 1995
- ---------------------------
Charles C. Edwards, M.D.
/s/ Charles J. Lee * Director October 4, 1995
- ------------------------
Charles J. Lee
/s/ George R. Liddle * Director October 4, 1995
- ------------------------
George R. Liddle
/s/ James R. Mellor * Director October 4, 1995
- ------------------------
James R. Mellor
/s/ George E. Reinhardt, Jr.* Director October 4, 1995
- ---------------------------
George E. Reinhardt, Jr.
/s/ Francis G. Rodgers * Director October 4, 1995
- ------------------------
Francis G. Rodgers
/s/ Dwight A. Steffensen * Director October 4, 1995
- ------------------------
Dwight A. Steffensen
/s/ Neil F. Dimick * Director, Chief October 4, 1995
- ------------------------ Financial Officer and
Neil F. Dimick Principal Accounting
Officer
* By: /s/Robert E. Martini
--------------------- October 4, 1995
Robert E. Martini,
attorney-in-fact /R
II - 6
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 33-57325 of Bergen Brunswig Corporation of our
report dated October 31,1994, appearing in the Annual Report on Form 10-K
of Bergen Brunswig Corporation for the year ended September 30, 1994 and of
our report dated October 31, 1994, except for Note 14, as to which the date
is January 26, 1995, appearing in the Company's Current Report on Form 8-K
dated April 24, 1995. We also consent to the reference to Deloitte &
Touche LLP under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
/s/ Deloitte & ToucheLLP
Deloitte & ToucheLLP
Costa Mesa, California
October 2, 1995
