<PAGE>
Rule 424(b)(2)
Registration No. 33-55136
PROSPECTUS SUPPLEMENT
---------------------
(TO PROSPECTUS DATED DECEMBER 10, 1992)
$100,000,000
LOGO Bergen Brunswig Corporation
7 1/4% SENIOR NOTES DUE 2005
----------------
The 7 1/4% Senior Notes due 2005 (the "Notes") are being offered by Bergen
Brunswig Corporation ("Bergen" or the "Company"). Interest on the Notes is
payable semi-annually on June 1 and December 1 of each year, beginning
December 1, 1995. The Notes are not redeemable prior to maturity and are not
entitled to any sinking fund.
The Notes will be issuable and transferable in fully registered form, in
denominations of $1,000 and any integral multiple thereof.
----------------
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 SUPPLEMENT OR
THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) DISCOUNT (2) COMPANY (1) (3)
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note.............................. 99.65% .65% 99%
--------------------------------------------------------------------------------
Total................................. $99,650,000 $650,000 $99,000,000
</TABLE>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from June 1, 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting".
(3) Before deduction of expenses payable by the Company estimated to be
$135,000.
----------------
The Notes are offered by the Underwriters, subject to prior sale, when, as
and if issued to and accepted by them, subject to approval of certain legal
matters by counsel for the Underwriters and certain other conditions. The
Underwriters reserve the right to withdraw, cancel or modify such offer and to
reject orders in whole or in part. It is expected that delivery of the Notes
will be made in New York, New York on or about June 1, 1995 against payment
therefor in immediately available funds.
----------------
MERRILL LYNCH & CO. GOLDMAN, SACHS & CO.
----------------
The date of this Prospectus Supplement is May 23, 1995.
$100,000,000
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
----------------
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Notes are expected to be
approximately $98.9 million. The Company intends to use such net proceeds to
reduce the principal amount outstanding under the credit agreement between the
Company's Bergen Brunswig Drug Company subsidiary and a group of banks (the
"Bank Credit Facility"). The Bank Credit Facility, as amended and restated as
of September 30, 1994, permits borrowings up to a total of $350 million with a
maturity date of September 30, 1997. At May 15, 1995, the principal amount
outstanding under the Bank Credit Facility was $115 million. Under the terms of
the Bank Credit Facility, interest is at a spread over the lead bank's
reference rate (or the Federal Funds Rate plus .50%, if higher) or, at the
Company's option, at a spread over the one-to-six month Eurodollar rate, which
spreads are based on the Company's senior long-term debt rating. The Bank
Credit Facility also provides for competitive bid options, potentially enabling
the Company to access lower funding costs. During the first six months of
fiscal 1995, the Company's weighted average interest rate under the Bank Credit
Facility was 5.93%. Amounts may be re-borrowed by Bergen Brunswig Drug Company
under the Bank Credit Facility for general corporate purposes, including
financing in respect of working capital, capital expenditures, acquisitions and
refinancing indebtedness.
THE COMPANY
The Company is one of the largest national distributors of products sold by
institutional and retail pharmacies. Bergen offers a full line of products,
including pharmaceuticals, proprietary medicines, cosmetics, toiletries,
personal health products, sundries and home healthcare supplies and equipment.
These products are sold to a large number of hospital pharmacies, managed care
facilities, health maintenance organizations, independent retail pharmacies,
pharmacy chains, supermarkets, food-drug combination stores and other
retailers. Purchasing groups representing several such types of customers are
expected to represent increasing percentages of the Company's total
pharmaceutical distribution business sales in the future. Bergen distributes to
its customers from 33 drug distribution centers in 24 states, giving effect to
the planned opening of one additional drug distribution center on or about June
1, 1995.
Bergen has been an innovator in the development and utilization of computer-
based retailer order entry systems and of electronic data interchange systems,
including computer-to-computer ordering systems with suppliers. During fiscal
1994, substantially all of the Company's pharmaceutical customer orders were
received via electronic order entry systems. These systems, combined with daily
delivery, improve customers' cash and inventory management and profitability by
freeing them from the burden of maintaining large inventories. Although these
systems require capital expenditures by Bergen, benefits from these systems to
the Company are expected to be realized through increased productivity. The
Company is expanding its electronic interface with its suppliers and now
electronically processes a substantial portion of its pharmaceutical purchase
orders, invoices and payments.
Bergen's seven regional drug distribution centers achieve economies of scale
while concurrently enhancing the quality of customer service. The 200,000
square foot regional drug distribution center opened in November 1994 in
Richmond, Virginia, the 220,000 square foot regional drug distribution center
in Valencia, California, and the 231,000 square foot regional drug distribution
center in Corona, California have computerized order-picking systems that
automatically fill from 50% to 90% of their daily order-picking volume. The
Company plans to service approximately 45% of its fiscal 1995 sales volume of
pharmaceutical products from its seven regional drug distribution centers. Such
facilities have sufficient capacity to accommodate anticipated future growth.
S-2
<PAGE>
The Company also distributes a variety of medical and surgical products to
individual hospitals and alternate site health providers. Giving effect to
planned consolidations expected to occur by June 1, 1995, the Company
distributes such products through 22 medical-surgical distribution centers
located in 16 states in the southeastern, southwestern and northwestern regions
of the United States. Alternate site customers include outpatient clinics,
subacute care facilities, nursing homes, surgery centers, dialysis and oncology
centers, emergency centers, laboratories and veterinary clinics. The Company's
medical-surgical distribution centers range between 14,000 and 70,000 square
feet and average approximately 30,000 square feet.
DESCRIPTION OF THE NOTES
The following description of the particular terms of the 7 1/4% Senior Notes
due 2005 (the "Notes") offered hereby supplements, and to the extent
inconsistent therewith replaces, the description of the general terms and
provisions of the Senior Securities set forth in the Prospectus, to which
reference is hereby made. The following summary of the Notes is qualified in
its entirety by reference to the Senior Indenture referred to in the
Prospectus. Capitalized terms not defined herein have the meanings assigned to
such terms in the Prospectus.
The Notes constitute Senior Securities described in the Prospectus and will
be issued under the Senior Indenture with Chemical Trust Company of California,
as Trustee.
The Notes constitute a single series for purposes of the Senior Indenture and
are limited to $100,000,000 aggregate principal amount. The Notes will bear
interest from June 1, 1995 at the rate of 7 1/4% per annum and will mature on
June 1, 2005. The Notes will be issued only in fully registered form without
coupons and in denominations of $1,000 and integral multiples thereof. The
Notes will be unsecured obligations of the Company and will rank equally with
all other unsecured indebtedness of the Company and prior to any of its
subordinated indebtedness. The Notes will not be redeemable prior to maturity
and will not be entitled to the benefit of any mandatory redemption or sinking
fund. The Senior Indenture does not limit the aggregate principal amount of
Debt Securities that may be issued and provides that Debt Securities may be
issued from time to time in one or more series. As of the date of this
Prospectus Supplement, $100 million aggregate principal amount of 5 5/8% Senior
Notes due 1996 and $150 million aggregate principal amount of 7 3/8% Senior
Notes due 2003 (the "Outstanding Notes") were outstanding under the Senior
Indenture. Chemical Trust Company of California is the trustee with respect to
both series of the Outstanding Notes.
Interest will be payable semi-annually on June 1 and December 1 of each year,
beginning December 1, 1995, to the person in whose names the Notes are
registered at the close of business on the preceding May 15 and November 15,
respectively. Principal of and interest on the Notes will be payable, and the
transfer or exchange of Notes will be registrable, at the offices or agencies
maintained by the Company for that purpose in New York, New York and San
Francisco, California, provided that, at the option of the Company, interest
may be paid by check mailed to the address of the person entitled thereto as it
appears on the Security Register.
For a description of the rights attaching to different series of Senior
Securities under the Senior Indenture, see "Senior Securities" in the
Prospectus.
S-3
<PAGE>
UNDERWRITING
Subject to the terms and conditions contained in the terms agreement and
related underwriting agreement (collectively, the "Underwriting Agreement"),
the Company has agreed to sell to Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Goldman, Sachs & Co. (the "Underwriters"), and the
Underwriters have severally agreed to purchase from the Company, the principal
amount of the Notes set forth opposite their names below.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF THE NOTES
----------- ----------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.................................. $ 50,000,000
Goldman, Sachs & Co. .................................. 50,000,000
------------
Total............................................. $100,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent, and that the Underwriters will be
obligated to purchase all of the Notes if any are purchased.
The Underwriters have advised the Company that they propose initially to
offer the Notes to the public at the public offering price set forth on the
cover page of this Prospectus Supplement and to certain dealers at such price
less a concession not in excess of .4% of the principal amount of the Notes.
The Underwriters may allow, and such dealers may reallow, a discount not in
excess of .25% to certain other dealers. After the initial public offering, the
public offering price, concession and discount may be changed.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribute to payments the Underwriters may be required to make
in respect thereof. The Underwriters have agreed to reimburse the Company for
certain fees and expenses in connection with the offering.
The Notes will not be listed on any securities exchange, and there can be no
assurance that there will be a secondary market for the Notes. The Underwriters
have advised the Company that they intend to make a market in the Notes;
however, such market making may be discontinued at any time. Accordingly, no
assurance can be given as to the liquidity of, or trading markets for, the
Notes.
LEGAL MATTERS
The legality of the Notes offered hereby will be passed upon for the Company
by Lowenstein, Sandler, Kohl, Fisher & Boylan, a Professional Corporation,
Roseland, New Jersey. Mayer, Brown & Platt, Los Angeles, California, will act
as counsel to the Underwriters.
S-4
<PAGE>
PROSPECTUS
----------
LOGO Bergen Brunswig Corporation
Debt Securities
----------------
Bergen Brunswig Corporation (the "Company") may issue from time to time in
one or more series its unsecured debt securities ("Debt Securities"), which may
be either senior (the "Senior Securities") or subordinated (the "Subordinated
Securities") in priority of payment.
The Company may issue Debt Securities for proceeds, up to an aggregate of
$400,000,000, or the equivalent thereof if any Debt Securities are denominated
in a foreign currency or a foreign currency unit. The Debt Securities of each
series will be offered on terms determined at the time of sale. When a
particular series of Debt Securities is offered, a supplement to this
Prospectus (the "Prospectus Supplement") setting forth certain terms of the
offered Debt Securities will be delivered together with this Prospectus. With
regard to Debt Securities, if any, in respect of which this Prospectus is being
delivered, the Prospectus Supplement shall set forth, if applicable, the
specific designation, priority, aggregate principal amount, currency or
currency unit for which such Debt Securities may be purchased, currency or
currency unit in which the principal and any interest is payable, rate (or
method of calculation) and time of payment of any interest, authorized
denominations, maturity, offering price, place or places of payment, redemption
terms, terms relating to temporary or permanent global securities, provisions
regarding registration of transfer or exchange, provisions relating to the
payment of any additional amounts, provisions regarding original issue discount
securities and other terms of such Debt Securities. Debt Securities of a series
may be issuable in individual registered form without coupons, in the form of
one or more global securities in registered form or in bearer form with
coupons.
The Debt Securities may be sold by the Company through agents designated from
time to time, through underwriting syndicates led by one or more managing
underwriters or through one or more underwriters acting alone. If the Company,
through agents, solicits offers to purchase Debt Securities, the Company
reserves the sole right to accept and, together with its agents, to reject, in
whole or in part, any proposed purchase of Debt Securities. See "Plan of
Distribution".
If any agent of the Company, or any underwriter, is involved in the sale of
Debt Securities, the name of such agent or underwriter, the principal amount to
be purchased by it, any applicable commissions or discounts and the net
proceeds to the Company from such sale shall be set forth in, or may be
calculated from, the applicable Prospectus Supplement or the applicable pricing
supplement (the "Pricing Supplement"). The aggregate net proceeds to the
Company from the sale of all the Debt Securities will be the public offering or
purchase price of the Debt Securities sold less the aggregate of such
commissions and discounts and other expenses of issuance and distribution. See
"Plan of Distribution" for possible indemnification and contribution
arrangements for agents or underwriters.
----------------
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 OR ANY SUPPLEMENT HERETO. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
THE DATE OF THIS PROSPECTUS IS DECEMBER 10, 1992.
<PAGE>
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"). Proxy statements, reports and other information
concerning the Company can be inspected and copied at the Commission's offices
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and the Commission's Regional Offices in New York (Room 1400, 75 Park Place,
New York, New York 10007) and Chicago (Suite 1400, Northwest Atrium Center, 500
West Madison Street, Chicago, Illinois 60661), and copies of such material can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington D.C. 20549, at prescribed rates. Proxy statements,
reports and other information concerning the Company also may be inspected at
the offices of the American Stock Exchange, Inc., at 86 Trinity Place, New
York, New York 10006.
The Company has filed with the Commission in Washington, D.C., a Registration
Statement on Form S-3 under the Securities Act of 1933, as amended (the "Act"),
with respect to the Debt Securities to which this Prospectus relates. As
permitted by the rules and regulations of the Commission, this Prospectus does
not contain all of the information set forth in the Registration Statement,
including the exhibits thereto, which may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
upon payment of the prescribed fees.
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 August 31, 1992,
including the portions of the Company's Annual Report to Shareowners
incorporated therein; and
(b) Current Report on Form 8-K dated October 5, 1992, as amended by Form
8 dated November 24, 1992.
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 the offering of the Debt Securities of the Company
offered hereby 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 Debt Securities, to whom this Prospectus is delivered, upon
written or oral request of such person, a copy of any or 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 into such documents). 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.
2
<PAGE>
THE COMPANY
Bergen Brunswig Corporation (the "Company"), through its subsidiaries, is a
diversified drug and health care product distribution organization and, as
such, one of the nation's largest distributors of products sold by
institutional and retail pharmacies. These products include pharmaceuticals,
proprietary medicines, cosmetics, toiletries, personal health products,
sundries and home healthcare supplies and equipment.
In October, 1992, the Company acquired all of the outstanding stock of Durr-
Fillauer Medical, Inc. ("Durr-Fillauer"), a distributor of pharmaceuticals and
medical and surgical supplies, for a purchase price of approximately $395
million. Also during 1992 the Company acquired two other smaller distributors
of pharmaceuticals. These acquisitions are more fully discussed in the
Company's Annual Report on Form 10-K for the year ended August 31, 1992. Each
of these transactions will be accounted for as a purchase.
Prior to June, 1992, the Company also distributed consumer electronic
products through an 81%-owned subsidiary, Commtron Corporation ("Commtron"). In
June, 1992, the Company sold its interest in Commtron to an unaffiliated third
party.
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.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Debt Securities
for general corporate purposes, which may include, without limitation, the
repayment of indebtedness of the Company or any of its subsidiaries, possible
acquisitions, capital expenditures and working capital needs. Pending such
application, the net proceeds may be temporarily invested in short term
securities.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratios of earnings
to fixed charges for the periods indicated:
<TABLE>
<CAPTION>
YEARS ENDED AUGUST 31, (1)
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1992 1991 1990 1989 1988
---- ---- ---- ---- ----
5.1x 5.5x 6.0x 4.5x 3.6x
</TABLE>
--------
(1) All historical financial information regarding the Company which is set
forth in this Prospectus or incorporated herein by reference has been restated
to eliminate the results of Commtron's operations. The ratios set forth in the
table do not give effect to any acquisitions made after August 31, 1992,
including the acquisition of Durr-Fillauer.
For purposes of calculating the ratio of earnings to fixed charges,
"earnings" consist of income before income taxes plus fixed charges. "Fixed
charges" consist of interest expense, amortization of debt issuance costs and
the portion of rentals for real and personal properties in an amount deemed to
be representative of the interest factor.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will constitute either Senior Securities of the Company
or Subordinated Securities of the Company. The Senior Securities will be issued
under a senior indenture dated as of December 1, 1992 (the "Senior Indenture"),
between the Company and Chemical Trust Company of California, as senior trustee
(in such capacity, the "Senior Trustee"). The Subordinated Securities will be
issued under a subordinated indenture dated as of December 1, 1992 (the
"Subordinated Indenture"), between the Company and Chemical Trust Company of
California, as subordinated trustee (in such capacity, the "Subordinated
Trustee"). The Senior Indenture and the Subordinated Indenture are collectively
referred to herein as the "Indentures".
3
<PAGE>
A copy of each of the Indentures is filed as an exhibit to the registration
statement relating hereto. Certain provisions of the Indentures are referred to
and summarized below. The summaries do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all of the
provisions of the applicable Indenture. Capitalized terms not otherwise defined
herein shall have the meanings given to them in the applicable Indenture. All
section references below are to both Indentures other than section references
under "Senior Securities" and "Subordinated Securities" below, which are
references to the Senior Indenture and Subordinated Indenture, respectively.
GENERAL
The aggregate principal amount of Debt Securities which can be issued under
the Indentures is unlimited (Section 3.1). The Debt Securities to which this
Prospectus relates will be issued from time to time in amounts the proceeds of
which will aggregate up to $400,000,000 and will be offered to the public on
terms determined by market conditions at the time of sale. The Debt Securities
may be issued in one or more series with the same or various maturities and may
be sold at par or at an original issue discount. Debt Securities sold at an
original issue discount may bear no interest or interest at a rate which is
below market rates. The Debt Securities will be unsecured obligations of the
Company issued in fully registered form without coupons or in bearer form with
coupons. The Senior Securities will rank as to priority of payment with all
other outstanding unsubordinated and unsecured indebtedness of the Company,
while the indebtedness represented by the Subordinated Securities will be
subordinated as described under "Subordinated Securities".
Reference is made to the Prospectus Supplement and Pricing Supplement, if
any, for the following terms to the extent that they are applicable to the Debt
Securities: (a) the designation and denomination of and any limit upon the
aggregate principal amount of such Debt Securities, (b) whether such Debt
Securities are Senior Securities or Subordinated Securities, (c) the percentage
of principal amount at which such Debt Securities will be issued, (d) the date
or dates on which such Debt Securities will mature, (e) the rate or rates
(which may be fixed or floating) per annum at which such Debt Securities will
bear interest, if any, or the method of determining the same and the date or
dates from which such interest, if any, will accrue, (f) the times at which
interest will be payable, (g) the terms of any redemption provisions at the
option of the Company or any repayment provisions at the option of the holder,
(h) whether such Debt Securities are to be issued in book-entry form, and if
so, the identity of the depositary and information with respect to book-entry
procedures, (i) federal income tax consequences, (j) the currency or currencies
or currency unit or units for which such Debt Securities may be purchased if
other than dollars, (k) the currency or currencies or currency unit or units of
payment of principal of (and premium, if any) and interest, if any, on the Debt
Securities if other than dollars, (l) any index, currency exchange rate,
commodity or derivative instrument price, or other publicly available data used
to determine the amount of payments of principal of (and premium, if any) and
interest, if any, on the Debt Securities, and (m) other terms of such Debt
Securities.
The Debt Securities are obligations exclusively of the Company. The Company
is a holding company. Its principal assets are the capital stock of its Bergen
Brunswig Drug Company subsidiary, cash, marketable securities and certain real
estate. Because the operations of the Company are currently conducted through
subsidiaries, the cash flow and the consequent ability to service debt of the
Company, including the Debt Securities, are substantially dependent upon the
earnings of its subsidiaries and the distribution of those earnings to the
Company or upon loans or other payments of funds by those subsidiaries to the
Company. The subsidiaries are separate and distinct legal entities and have no
obligation, contingent or otherwise, to pay any amounts due pursuant to the
Debt Securities or to make any funds available therefor, whether by dividends,
loans or other payments. In addition, the payment of dividends and the making
of loans and advances to the Company by its subsidiaries may be subject to
statutory or contractual restrictions, may be contingent upon the earnings of
those subsidiaries and are subject to various business considerations.
The Debt Securities will be effectively subordinated to all liabilities,
including trade payables, of the Company's subsidiaries. Any right of the
Company to receive assets of any of its subsidiaries upon their liquidation or
reorganization (and the consequent right of the holders of the Debt Securities
to participate in those assets) will be effectively subordinated to the claims
of that subsidiary's creditors (including trade
4
<PAGE>
creditors), except to the extent that the Company is itself recognized as a
creditor of such subsidiary, in which case the claims of the Company would
still be subordinate to any security interests in the assets of such subsidiary
and any indebtedness of such subsidiary senior to that held by the Company.
Other than the restrictions on liens and sale and leaseback transactions set
forth in the Senior Indenture and described below under "Senior Securities--
Certain Covenants", the Indentures and the Debt Securities do not contain any
covenants or other provisions designed to afford holders of Debt Securities
protection in the event of a highly leveraged transaction involving the Company
or any of its subsidiaries. The covenants in the Senior Indenture restricting
liens and sale and leaseback transactions are not contained in the Subordinated
Indenture, and holders of Subordinated Securities will accordingly have no
right to enforce such covenants, nor will the consent of the holders of
Subordinated Securities be required in connection with any waiver of such
restrictive covenants.
MERGERS AND SALES OF ASSETS BY THE COMPANY
The Company may not consolidate with or merge into any other person or
convey, transfer or lease all or substantially all of its assets to any other
person, unless, among other things, (i) the resulting, surviving or transferee
person (if other than the Company) is organized and existing under the laws of
the United States, any state thereof or the District of Columbia and such
person expressly assumes all obligations of the Company under the Debt
Securities and the Indentures, and (ii) the Company or such successor person
shall not immediately thereafter be in default under the Indentures. Upon the
assumption of the Company's obligations by such a person in such circumstances,
subject to certain exceptions, the Company shall be discharged from all its
obligations under the Debt Securities and the Indentures (Section 8.1).
AMENDMENT AND WAIVER
Other than amendments not adverse to holders of the Debt Securities,
amendments of the Indentures or the Debt Securities may be made only with the
consent of the holders of a majority in principal amount of the Debt Securities
of each series affected. Waivers of compliance with any provision of the
Indentures or the Debt Securities with respect to any series of Debt Securities
may be made only with the consent of the holders of a majority in principal
amount of the Debt Securities of that series. The consent of all holders of
affected Debt Securities will be required to (a) change the maturity thereof,
(b) reduce the principal amount thereof or change the manner of calculating the
same, (c) reduce the rate of interest or change the manner of calculating the
same or the time of payment thereof, or (d) impair the right to institute suit
for the payment of principal thereof or interest thereon (Section 9.2). The
holders of a majority in aggregate principal amount of Debt Securities affected
may waive any past default under the applicable Indenture and its consequences,
except a default (1) in the payment of the principal of or interest on such
Debt Securities, or (2) in respect of a provision which cannot be waived or
amended without the consent of all holders of Debt Securities affected
(Sections 5.13 and 9.2).
GLOBAL SECURITIES
The Debt Securities of a series may be issued in the form of a global
security which is deposited with and registered in the name of the depositary
(or a nominee of the depositary) specified in the accompanying Prospectus
Supplement. So long as the depositary for a global security, or its nominee, is
the registered owner of the global security, the depositary or its nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such global security for all purposes under the
Indenture governing such Debt Securities. Except as provided in the Indenture
governing Debt Securities represented by a global security, owners of
beneficial interests in such Debt Securities will not (a) be entitled to have
such Debt Securities registered in their names, (b) receive or be entitled to
receive physical delivery of certificates representing such Debt Securities in
definitive form, (c) be considered the owners or holders thereof under the
Indenture governing such Debt Securities or (d) have any rights under the
Indenture governing such Debt Securities with respect to such global security.
Unless and until it is exchanged in whole or in part for individual
certificates evidencing the Debt Securities represented thereby, a global
security may not be transferred except as a whole by the depositary for such
global security to a nominee of such depositary or by a nominee of such
depositary to such depositary or another nominee of such depositary or by the
depositary
5
<PAGE>
or any nominee to a successor depositary or any nominee of such successor. The
Company, in its sole discretion, may at any time determine that any series of
Debt Securities issued or issuable in the form of a global security shall no
longer be represented by such global security and such global security shall be
exchanged for securities in definitive form pursuant to the Indenture governing
such Debt Securities (Section 2.4).
Upon the issuance of a global security, the depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts
of such global security to the accounts of participants. Ownership of
beneficial interests in a global security will be shown on, and the transfer of
that ownership will be effected only through, records maintained by the
depositary (with respect to interests of participants in the depositary), or by
participants in the depositary or persons that may hold interests through such
participants (with respect to persons other than participants in the
depositary). Ownership of beneficial interests in a global security will be
limited to participants or persons that hold interests through participants.
INFORMATION CONCERNING THE TRUSTEE
Chemical Trust Company of California, the Trustee under the Indentures, is
also the trustee with respect to $10.9 million in aggregate principal amount of
the Company's 6 7/8% Exchangeable Subordinated Debentures due 2011 (the "6 7/8%
Debentures") and is the transfer agent, registrar and dividend disbursing agent
for the Company's Class A Common Stock. The Company also maintains banking
relationships in the ordinary course of business with an affiliate of the
Trustee.
The occurrence of a default under either Indenture or under the indenture
governing the 6 7/8% Debentures could create a conflicting interest for the
Trustee under the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990 (the "Trust Indenture Act"). If the default has
not been cured or waived within 90 days after the Trustee has or acquires a
conflicting interest, the Trustee generally is required by the Trust Indenture
Act to eliminate such conflicting interest or resign as Trustee with respect to
the affected Debt Securities or the 6 7/8% Debentures. In the event of the
Trustee's resignation, the Company shall promptly appoint a successor trustee
with respect to the affected Debt Securities.
SENIOR SECURITIES
The Senior Securities will be direct, unsecured obligations of the Company
and will rank as to priority of payment with all outstanding unsubordinated and
unsecured indebtedness of the Company.
CERTAIN COVENANTS
Limitation on Liens. Unless otherwise provided in the Senior Securities, the
Company will covenant not to create, assume or suffer to exist any lien on any
Restricted Property (described below) to secure any debt of the Company, any
subsidiary or any other Person, or permit any subsidiary to do so, without
securing the Senior Securities of any series having the benefit of the covenant
equally and ratably with such debt for so long as such debt shall be so
secured, subject to certain exceptions specified in the Senior Indenture.
Exceptions include: (a) existing liens or liens on facilities of corporations
at the time they become subsidiaries; (b) liens existing on facilities when
acquired, or incurred to finance the purchase price, construction or
improvement thereof; (c) certain liens required by contracts with, and in favor
of, governmental entities; (d) liens for taxes, assessments or governmental
charges not yet delinquent or which are being contested in good faith; (e)
mechanics, materialmen's or warehousemen's liens incidental to the conduct of
the business of the Company or its subsidiaries not incurred in connection with
the borrowing of money or the extension of credit and which do not materially
detract from the value of or impair the use of such property or assets; and (f)
liens otherwise prohibited by such covenant securing indebtedness which,
together with the aggregate amount of outstanding indebtedness secured by liens
otherwise prohibited by such covenant and the value of certain sale and
leaseback transactions, does not exceed 10% of the Company's Consolidated Net
Tangible Assets
6
<PAGE>
(defined in the Senior Indenture in general as total assets less current
liabilities and intangible assets) (Section 10.6).
Limitation on Sale and Leaseback Transactions. Unless otherwise provided in
the Senior Securities, the Company will also covenant not to, and not to permit
any subsidiary to, enter into any sale and leaseback transaction covering any
Restricted Property unless (a) the Company or any subsidiary would be entitled,
pursuant to the foregoing covenants regarding limitations on liens, to incur
debt equal to the value of such sale and leaseback transaction, secured by
liens on the facilities to be leased, without equally and ratably securing the
Senior Securities, or (b) the Company, during the six months following the
effective date of such sale and leaseback transaction, applies an amount equal
to the value of such sale and leaseback transaction to the voluntary retirement
of long-term debt of the Company or its subsidiaries, or to the acquisition of
Restricted Property. (Section 10.7).
The Senior Indenture defines Restricted Property as (a) any distribution
facility (including any land, buildings, improvements and equipment used for
the actual distribution of pharmaceuticals, proprietary medicines, personal
health products and other similar or related products) or any portion thereof
owned or leased by the Company or any subsidiary and located within the
continental United States which, in the opinion of the Board of Directors, is
of material importance to the business of the Company and its subsidiaries
taken as a whole, but no such distribution facility (including any such land,
buildings, improvements and equipment) or any portion thereof shall be deemed
of material importance if its gross book value (before deducting accumulated
depreciation) is less than 0.9% of the Company's Consolidated Net Tangible
Assets, or (b) any shares of capital stock or indebtedness of any subsidiary
owning any such facility (Section 1.1).
There are no other material restrictive covenants contained in the Senior
Indenture.
EVENTS OF DEFAULT
Events of Default with respect to any series of Senior Securities under the
Senior Indenture will include: (a) default in the payment of any principal of,
or any premium on, such series; (b) default in the payment of any installment
of interest on such series and continuance of such default for a period of 30
days; (c) default in the performance of any other covenant in the Senior
Indenture with respect to such series and continuance of such default for a
period of 90 days after receipt by the Company of notice of such default from
the Senior Trustee or receipt by the Company and the Senior Trustee of notice
of such default from the holders of at least 25% in principal amount of Senior
Securities of such series then outstanding; (d) acceleration or non-payment at
maturity of (i) indebtedness for borrowed money of the Company or any
subsidiary or (ii) any guarantee of payment by the Company or any subsidiary of
any obligation of any Person, in either case in excess of $15,000,000, which
acceleration or non-payment is not cured, waived, rescinded or annulled, or
such indebtedness or guarantee is not discharged, within 15 days after receipt
of comparable written notice; or (e) certain events of bankruptcy, insolvency
or reorganization in respect of the Company (Section 5.1). The Senior Trustee
may withhold notice to the holders of a series of Senior Securities of any
default (except in the payment of principal of, premium, if any, on or
interest, if any, on such series of Senior Securities) if it considers such
withholding to be in the interest of holders of the Senior Securities (Section
6.2). Not all Events of Default with respect to a particular series of Senior
Securities issued under the Senior Indenture necessarily constitute Events of
Default with respect to any other series of Senior Securities.
On the occurrence of an Event of Default with respect to a series of Senior
Securities, the Senior Trustee or the holders of at least 25% in principal
amount of Senior Securities of such series then outstanding may declare the
principal (or in the case of Senior Securities sold at an original issue
discount, the amount specified in the terms thereof) and accrued interest
thereon to be due and payable immediately (Section 5.2).
Within 120 days after the end of each fiscal year, an officer of the Company
must inform the Senior Trustee whether such officer knows of any default and
must describe any such default and the status thereof (Section 10.4). Subject
to provisions relating to its duties in case of default, the Senior Trustee is
under no obligation to exercise any of its rights or powers under the Senior
Indenture at the direction of any holders of Senior Securities unless the
Senior Trustee shall have received a satisfactory indemnity (Section 6.3).
7
<PAGE>
DEFEASANCE
The Senior Indenture provides that the Company, at its option, (a) will be
discharged from all obligations in respect of the Senior Securities of a series
(except for certain obligations to register the transfer or exchange of Senior
Securities, replace stolen, lost or destroyed Senior Securities, maintain
paying agencies and hold moneys for payment in trust), or (b) need not comply
with certain restrictive covenants of the Senior Indenture described under
"Certain Covenants", in each case if the Company irrevocably deposits in trust
with the Senior Trustee money or obligations of or guaranteed by the United
States of America which through the payment of interest thereon and principal
thereof in accordance with their terms will provide money, in an amount
sufficient to pay all of the principal of (including any mandatory redemption
payments), premium, if any, on and interest, if any, on, and repurchase
obligations, if any, with respect to, the Senior Securities of such series on
the dates such payments are due in accordance with the terms of such Senior
Securities. To exercise either option, the Company is required to deliver to
the Senior Trustee an opinion of independent tax counsel (which may be counsel
to the Company) to the effect that the deposit and related defeasance would not
cause the holders of the Senior Securities of such series to recognize income,
gain or loss for Federal income tax purposes. To exercise the option described
in clause (a) above, such opinion must be based on a ruling of the Internal
Revenue Service, a regulation of the Treasury Department or a provision of the
Internal Revenue Code (Section 4.3).
SUBORDINATED SECURITIES
The Subordinated Securities will be subordinated in right of payment, as set
forth in the Subordinated Indenture, to the prior payment in full of all
existing and future Senior Indebtedness (Section 12.1). "Senior Indebtedness"
means the principal of and any premium and interest on (a) all indebtedness of,
or guaranteed by, the Company (other than (i) the Subordinated Securities, (ii)
the Company's Liquid Yield Option(TM) Notes due 2004 and (iii) the 6 7/8%
Debentures (collectively, the "Pari Passu Debt")), whether outstanding on the
date of the Subordinated Indenture or thereafter created, incurred or assumed,
that is (A) for money borrowed or (B) evidenced by a note or similar instrument
given in connection with the acquisition of any businesses, properties or
assets of any kind, except in the ordinary course of business, (b) obligations
of the Company as lessee under capitalized leases or leases of property made as
part of any sale and leaseback transaction, and (c) amendments, renewals,
extensions, modifications and refundings of any such indebtedness or
obligation, unless in any case in the instrument creating or evidencing any
such indebtedness or obligation or pursuant to which the same is outstanding it
is provided that such indebtedness or obligation is not superior in right of
payment to the Subordinated Securities or to any Pari Passu Debt (Section 1.1).
By reason of such subordination, in the event of dissolution, insolvency,
bankruptcy or other similar proceedings, upon any distribution of assets, (i)
the holders of Subordinated Securities will be required to pay over their share
of such distribution in respect of the Subordinated Securities to the holders
of Senior Indebtedness until such Senior Indebtedness is paid in full and (ii)
creditors of the Company who are not holders of Senior Indebtedness may recover
less, ratably, than holders of Senior Indebtedness and may recover more,
ratably, than holders of Subordinated Securities (Section 12.2).
As of December 1, 1992, outstanding Senior Indebtedness amounted to
approximately $226.4 million, all of which represents indebtedness of a
subsidiary guaranteed by the Company. At that date, the Company had available
to it an additional $75 million which could be borrowed by such subsidiary
under an existing revolving line of credit and which, once borrowed, would be
supported by the Company's guarantee. The Company's subsidiaries have sold
receivables, with recourse, to financial institutions. The Company is
contingently liable as guarantor with respect to such receivables. In the event
that such receivables financing arrangements are deemed to constitute lending
arrangements, the Company's contingent obligations with respect to such
receivables would constitute Senior Indebtedness. As of October 31, 1992,
approximately $42 million of receivables were subject to such financing. The
Subordinated Securities will rank pari passu with
8
<PAGE>
outstanding subordinated debt of the Company, which, at December 1, 1992,
aggregated approximately $224.1 million. The Subordinated Securities, as well
as the Senior Securities, will be effectively subordinated to all liabilities,
including trade payables, of the Company's subsidiaries. See "Description of
Debt Securities--General". There are no restrictions in the Subordinated
Indenture on the creation of additional indebtedness, including Senior
Indebtedness.
EVENTS OF DEFAULT
Events of Default with respect to any series of Subordinated Securities under
the Subordinated Indenture will include: (a) default in the payment of any
principal of, or any premium on, such series; (b) default in the payment of any
installment of interest on such series and continuance of such default for a
period of 30 days; (c) default in the performance of any other covenant in the
Subordinated Indenture with respect to such series and continuance of such
default for a period of 90 days after receipt by the Company of notice of such
default from the Subordinated Trustee or receipt by the Company and the
Subordinated Trustee of notice of such default from the holders of at least 25%
in principal amount of Subordinated Securities of such series then outstanding;
(d) acceleration or non-payment at maturity of (i) indebtedness for borrowed
money of the Company or any subsidiary or (ii) any guarantee of payment by the
Company or any subsidiary of any obligation of any Person, in either case in
excess of $15,000,000, which acceleration or non-payment is not cured, waived,
rescinded or annulled, or such indebtedness or guarantee is not discharged,
within 15 days after receipt of comparable written notice; or (e) certain
events of bankruptcy, insolvency or reorganization in respect of the Company
(Section 5.1). The Subordinated Trustee may withhold notice to the holders of a
series of Subordinated Securities of any default (except in the payment of
principal of, premium, if any, on or interest, if any, on such series of
Subordinated Securities) if it considers such withholding to be in the interest
of holders of the Subordinated Securities (Section 6.2). Not all Events of
Default with respect to a particular series of Subordinated Securities issued
under the Subordinated Indenture necessarily constitute Events of Default with
respect to any other series of Subordinated Securities.
On the occurrence of an Event of Default with respect to a series of
Subordinated Securities, the Subordinated Trustee or the holders of at least
25% in principal amount of Subordinated Securities of such series then
outstanding may declare the principal (or in the case of Subordinated
Securities sold at an original issue discount, the amount specified in the
terms thereof) and accrued interest thereon to be due and payable immediately
(Section 5.2).
Within 120 days after the end of each fiscal year, an officer of the Company
must inform the Subordinated Trustee whether such officer knows of any default,
describing any such default and the status thereof (Section 10.4). Subject to
provisions relating to its duties in case of default, the Subordinated Trustee
is under no obligation to exercise any of its rights or powers under the
Subordinated Indenture at the direction of any holders of Subordinated
Securities unless the Subordinated Trustee shall have received a satisfactory
indemnity (Section 6.3).
DEFEASANCE
The Subordinated Indenture provides that the Company, at its option, will be
discharged from all obligations in respect of the Subordinated Securities of a
series (except for certain obligations to register the transfer or exchange of
Subordinated Securities, replace stolen, lost or destroyed Subordinated
Securities, maintain paying agencies and hold moneys for payment in trust) if
the Company irrevocably deposits in trust with the Subordinated Trustee money
or obligations of or guaranteed by the United States of America which through
the payment of interest thereon and principal thereof in accordance with their
terms will provide money, in an amount sufficient to pay all of the principal
of (including any mandatory redemption payments), premium, if any, on and
interest, if any, on, and repurchase obligations, if any, with respect to, the
Subordinated Securities of such series on the dates such payments are due in
accordance with the terms of such Subordinated Securities. To exercise such
option, the Company is required to deliver to the Subordinated Trustee an
opinion of independent tax counsel (which may be counsel to the Company) to the
effect that the
9
<PAGE>
deposit and related defeasance would not cause the holders of the Subordinated
Securities of such series to recognize income, gain or loss for Federal income
tax purposes and such opinion must be based on a ruling of the Internal Revenue
Service, a regulation of the Treasury Department or a provision of the Internal
Revenue Code (Section 4.3).
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities (a) directly to purchasers, (b)
through agents, (c) to dealers as principals, and (d) through underwriters.
Offers to purchase Debt Securities may be solicited directly by the Company
or by agents designated by the Company from time to time. Any such agent, who
may be deemed to be an underwriter as that term is defined in the Securities
Act of 1933, involved in the offer or sale of the Debt Securities is named, and
any commissions payable by the Company to such agent are set forth, in the
Prospectus Supplement.
If a dealer is utilized in the sale of the Debt Securities, the Company will
sell such Debt Securities to the dealer as principal. The dealer may then
resell such Debt Securities to the public at varying prices to be determined by
such dealer at the time of resale.
If an underwriter or underwriters are utilized in the sale of the Debt
Securities, the Company will enter into an underwriting agreement with such
underwriters at the time of sale to them. The names of the underwriters and the
terms of the transaction will be set forth in the Prospectus Supplement, which
will be used by the underwriters to make resales of the Debt Securities.
Agents, dealers or underwriters may be entitled under agreements which may be
entered into with the Company to indemnification by the Company against certain
civil liabilities, including liabilities under the Securities Act of 1933, and
may be customers of, engage in transactions with or perform services for the
Company in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or agents to solicit offers by certain institutions to purchase
Debt Securities from the Company at the public offering price set forth in the
Prospectus Supplement or Pricing Supplement pursuant to Delayed Delivery
Contracts providing for amounts, payment and delivery as described in the
Prospectus Supplement or Pricing Supplement. Institutions with whom the Delayed
Delivery Contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and other institutions, but shall in all cases be subject to the
approval of the Company. A commission described in the Prospectus Supplement
will be paid to underwriters and agents soliciting purchases of Debt Securities
pursuant to Delayed Delivery Contracts accepted by the Company. Delayed
Delivery Contracts will not be subject to any conditions except that (a) the
purchase by an institution of the Debt Securities covered by its Delayed
Delivery Contract shall not at the time of delivery be prohibited under the
laws of any jurisdiction in the United States to which such institution is
subject and (b) the Company shall have sold and delivered to any underwriters
named in the Prospectus Supplement that portion of the issue of Debt Securities
as is set forth therein. The underwriters and agents will not have any
responsibility in respect of the validity or the performance of the Delayed
Delivery Contracts.
The place and time of delivery for the Debt Securities will be set forth in
the Prospectus Supplement or Pricing Supplement.
10
<PAGE>
EXPERTS
The consolidated financial statements and the related financial statement
schedules of the Company as of August 31, 1992 and 1991 and for each of the
three years in the period ended August 31, 1992, incorporated in this
Prospectus by reference to the Company's Annual Report on Form 10-K for the
year ended August 31, 1992, have been audited by Deloitte & Touche, independent
public accountants, 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.
The consolidated financial statements of Durr-Fillauer as of December 31,
1991 and 1990 and for each of the three years ended December 31, 1991 included
in the Company's Current Report on Form 8-K dated October 5, 1992 incorporated
in this Prospectus by reference have been audited by Arthur Andersen & Co.,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
LEGAL OPINION
The legality of the Debt Securities offered hereby will be passed upon for
the Company by Lowenstein, Sandler, Kohl, Fisher & Boylan, a Professional
Corporation, Roseland, New Jersey.
11
<PAGE>
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCOR-
PORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN CONNEC-
TION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE DE-
LIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HERE-
UNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY
ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Use of Proceeds............................................................ S-2
The Company................................................................ S-2
Description of the Notes................................................... S-3
Underwriting............................................................... S-4
Legal Matters.............................................................. S-4
</TABLE>
PROSPECTUS
<TABLE>
<S> <C>
Available Information....................................................... 2
Incorporation of Certain Documents
by Reference............................................................... 2
The Company................................................................. 3
Use of Proceeds............................................................. 3
Ratios of Earnings to Fixed Charges......................................... 3
Description of Debt Securities.............................................. 3
Senior Securities........................................................... 6
Subordinated Securities..................................................... 8
Plan of Distribution........................................................ 10
Experts..................................................................... 11
Legal Opinion............................................................... 11
</TABLE>
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$100,000,000
LOGO Bergen Brunswig Corporation
7 1/4% SENIOR NOTES DUE 2005
---------------
PROSPECTUS SUPPLEMENT
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MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
MAY 23, 1995
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