SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934(NO FEE REQUIRED)
For the fiscal quarter ended MARCH 31, 1996
---------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____________________ to ________________
Commission file number 1-5110
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
- --------------------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 385-4000
---------------------
NO CHANGE
- -------------------------------------------------------------------------------
(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
<TABLE>
<CAPTION>
Title of each class of Number of Shares Outstanding
Common Stock April 30, 1996
------------------------------- ----------------------------
<S> <C>
Class A Common Stock -
par value $1.50 per share 40,006,291
</TABLE>
INDEX TO EXHIBITS FOUND ON PAGE 16.
1
<PAGE>
BERGEN BRUNSWIG CORPORATION
INDEX
PAGE NO.
--------
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets, March
31, 1996 and September 30, 1995 3
Statements of Consolidated Earnings
for the second quarter and six
months ended March 31, 1996 and 1995 4
Statements of Consolidated Cash Flows
for the six months ended
March 31, 1996 and 1995 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 8
Part II. Other Information
Item 1. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of
Security Holders 14
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
Index to Exhibits 17
2
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<CAPTION>
BERGEN BRUNSWIG CORPORATION
---------------------------
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1996 AND SEPTEMBER 30, 1995
(dollars in thousands)
(Unaudited)
==================================================================================================================================
March 31, September 30, LIABILITIES AND March 31, September 30,
- - ASSETS - - 1996 1995 - - SHAREOWNERS' EQUITY - - 1996 1995
==================================================================================================================================
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS: CURRENT LIABILITIES:
Cash and cash equivalents............ $ 41,648 $ 64,400 Accounts payable.................... $1,359,652 $1,140,466
Accounts and notes receivable, Accrued liabilities................. 76,970 84,500
less allowance for doubtful Customer credit balances............ 118,424 94,766
receivables: $24,308 at March 31, Income taxes payable................ 1,110 -
1996 and $21,364 at September Deferred income taxes............... 6,335 7,353
30, 1995........................... 592,304 603,830 Current portion of
Inventories.......................... 1,278,386 1,158,465 long-term obligations............. 928 1,325
Income taxes receivable.............. - 4,801 ---------- ----------
Prepaid expenses..................... 11,494 12,389 Total current liabilities......... 1,563,419 1,328,410
---------- ---------- ---------- ----------
Total current assets............... 1,923,832 1,843,885
---------- ---------- LONG-TERM OBLIGATIONS:
7 3/8% senior notes................. 149,245 149,189
5 5/8% senior notes................. - 99,983
7 1/4% senior notes................. 99,679 99,662
Revolving bank loan payable......... 70,000 159,000
PROPERTY - at cost: 7% convertible subordinated
Land................................. 12,443 12,443 debentures........................ 20,609 20,914
Building and leasehold improvements.. 82,501 81,729 6 7/8% exchangeable subordinated
Equipment and fixtures............... 153,731 144,562 debentures........................ 10,575 10,575
---------- ---------- Deferred income taxes............... 2,303 2,719
Total property..................... 248,675 238,734 Other............................... 16,183 15,729
Less accumulated depreciation ---------- ----------
and amortization................... 97,639 85,675 Total long-term obligations....... 368,594 557,771
---------- ---------- ---------- ----------
Property - net..................... 151,036 153,059
---------- ---------- SHAREOWNERS' EQUITY:
Capital Stock:
Preferred - authorized 3,000,000
shares; issued: none............ - -
Class A Common - authorized
100,000,000 shares; issued:
OTHER ASSETS: 44,357,528 shares at March 31,
Excess of cost over net assets of 1996 and 44,183,074 shares at
acquired companies................. 336,648 341,125 September 30, 1995.............. 66,536 66,275
Investments.......................... 3,826 3,799 Paid-in capital..................... 165,570 163,075
Noncurrent receivables............... 10,676 7,706 Net unrealized loss on investments,
Deferred charges and other assets.... 54,702 55,956 net of income tax of $100 at
---------- ---------- March 31, 1996 and $121 at
Total other assets................. 405,852 408,586 September 30, 1995................ (157) (319)
---------- ---------- Retained earnings................... 404,669 378,229
---------- ----------
Total............................. 636,618 607,260
Less Treasury shares at cost:
4,354,558 shares at March 31,
1996 and September 30, 1995....... 87,911 87,911
---------- ----------
Total shareowners' equity......... 548,707 519,349
---------- ----------
TOTAL LIABILITIES AND
TOTAL ASSETS........................... $2,480,720 $2,405,530 SHAREOWNERS' EQUITY................ $2,480,720 $2,405,530
========== ========== ========== ==========
<FN>
See accompanying Notes to Consolidated Financial Statements.
3
</FN>
</TABLE>
<PAGE>
<TABLE>
BERGEN BRUNSWIG CORPORATION
---------------------------
STATEMENTS OF CONSOLIDATED EARNINGS
FOR THE SECOND QUARTER AND SIX MONTHS ENDED
MARCH 31, 1996 AND 1995
(in thousands except per share amounts)
(Unaudited)
<CAPTION>
SECOND QUARTER SIX MONTHS
------------------------------ ------------------------------
1996 1995 1996 1995
------------------------------ ------------------------------
<S> <C> <C> <C> <C>
Net sales and other revenues $2,454,360 $2,084,216 $4,831,722 $4,068,079
-------------- -------------- -------------- --------------
Costs and expenses:
Cost of sales 2,306,477 1,956,668 4,549,612 3,824,588
Distribution, selling, general and
administrative expenses 104,681 89,144 203,935 174,936
-------------- -------------- -------------- --------------
Total costs and expenses 2,411,158 2,045,812 4,753,547 3,999,524
-------------- -------------- -------------- --------------
Operating earnings 43,202 38,404 78,175 68,555
Net interest expense 8,048 7,603 16,078 14,394
-------------- -------------- -------------- --------------
Earnings before taxes on income 35,154 30,801 62,097 54,161
Taxes on income 14,765 12,937 26,081 22,748
-------------- -------------- -------------- --------------
Net earnings $ 20,389 $ 17,864 $ 36,016 $ 31,413
============== ============== ============== ==============
Earnings per common and
common equivalent share $ .51 $ .45 $ .90 $ .79
============== =============== ============== ==============
Cash dividends per share of
Class A Common Stock $ .120 $ .120 $ .240 $ .234
============== =============== ============== ==============
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
4
</TABLE>
<PAGE>
<TABLE>
BERGEN BRUNSWIG CORPORATION
---------------------------
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE SIX MONTHS ENDED
MARCH 31, 1996 AND 1995
(in thousands)
<CAPTION>
-------------------------------------
1996 1995
-------------------------------------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 36,016 $ 31,413
Adjustments to reconcile net earnings to net cash flows
from operating activities:
Provision for doubtful accounts 4,111 2,998
Depreciation and amortization of property 12,128 9,584
Deferred compensation 953 973
Amortization of customer lists 874 874
Amortization of excess of cost over net assets of acquired companies 4,797 4,425
Deferred income taxes (1,456) (40)
Amortization of original issue discount on senior notes 90 83
Amortization of deferred financing costs 235 445
Gain on dispositions of property (11) (351)
Effects of changes on:
Receivables 4,445 (5,977)
Inventories (119,921) (42,022)
Prepaid expenses and other assets 769 3,150
Accounts payable 219,186 (5,912)
Accrued liabilities (7,530) (27,970)
Customer credit balances 23,658 (7,439)
Income taxes payable 5,911 187
----------------- ----------------
Net cash flows from operating activities 184,255 (35,579)
----------------- ----------------
INVESTING ACTIVITIES
Sale of other investments 156 2,516
Property acquisitions (10,129) (27,039)
Proceeds from dispositions of property 35 414
----------------- ----------------
Net cash flows from investing activities (9,938) (24,109)
----------------- ----------------
FINANCING ACTIVITIES
Repayment of senior notes (100,000) -
Repayment of revolving bank loan (89,000) -
Proceeds from revolving bank loan - 105,000
Repayment of other obligations (945) (2,148)
Redemption of convertible subordinated debentures (305) (20)
Shareowners' equity transactions:
Exercise of stock options 2,757 877
Cash dividends on Common Stock (9,576) (9,243)
----------------- ----------------
Net cash flows from financing activities (197,069) 94,466
----------------- ----------------
Net (decrease) increase in cash and cash equivalents (22,752) 34,778
Cash and cash equivalents at beginning of period 64,400 5,264
----------------- ----------------
Cash and cash equivalents at end of period $ 41,648 $ 40,042
================= ================
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid during the period for:
Interest $ 17,308 $ 14,549
Income taxes 22,288 22,602
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
</TABLE>
5
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
A. Bergen Brunswig Corporation, a New Jersey corporation formed in 1956,
and its subsidiaries (collectively, the "Company") are a diversified
drug and health care distribution organization and, as such, the
nation's largest supplier of pharmaceuticals to the managed care market
and the second largest wholesaler to the retail pharmacy market. The
Company is the only pharmaceutical distributor to provide both
pharmaceuticals and medical-surgical supplies on a national basis.
The consolidated financial statements include the accounts of the
Company, after elimination of the effect of intercompany transactions
and balances. The Company's consolidated financial statements should be
read in conjunction with the audited consolidated financial statements
and related notes contained in the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1995. Certain reclassifications
have been made in the consolidated financial statements and notes to
conform to fiscal 1996 presentations.
The preparation of the Company's consolidated financial statements in
conformity with generally accepted accounting principles necessarily
require management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the balance sheet dates and the reported
amounts of revenue and expense during the reporting periods. Actual
results could differ from these estimates and assumptions.
B. On March 15, 1996, the Company's credit agreement (the "Credit
Agreement") with a group of banks was amended to, among other things,
increase the maximum borrowing to $400 million and to extend the
maturity date to March 15, 2001. Borrowings outstanding under the
Credit Agreement were $70 million at March 31, 1996. Outstanding
borrowings under the Credit Agreement averaged $149 million during the
three months ended March 31, 1996.
On January 15, 1996, the Company repaid the $100 million aggregate
principal amount of its 5 5/8% Senior Notes (the "Notes") plus accrued
interest. These Notes were issued in January 1993 pursuant to the $400
million shelf registration filed by the Company in December 1992.
6
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
The Company filed a shelf registration statement with the Securities
and Exchange Commission which became effective on March 27, 1996. The
registration statement allows the Company to sell senior and
subordinated debt or equity securities to the public from time to time
up to an aggregate maximum principal amount of $400 million. The
Company intends to use the net proceeds from the sale of such
securities for general corporate purposes, which may include, without
limitations, the repayment of indebtedness of the Company or of 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. Any offering of such
securities shall be made only by means of a prospectus.
C. On January 26, 1995, the Company declared a 5% stock dividend on the
Company's Class A Common Stock which was paid on March 1, 1995 to
shareowners of record on February 6, 1995. The dividend was charged to
retained earnings in the amount of $44.2 million, which was based on
the closing price of $23.375 per share of Class A Common Stock on the
declaration date. Average shares outstanding and all per share amounts
included in the accompanying consolidated financial statements and
notes are based on the increased numbers of shares giving retroactive
effect to the stock dividend.
D. Earnings per common and common equivalent share are based on the
weighted average number of shares of Class A Common Stock outstanding
during each period and the assumed exercise of dilutive employees'
stock options (less the number of Treasury shares assumed to be
purchased from the proceeds using the average market price of the
Company's Class A Common Stock), after giving effect each period to the
5% stock dividend declared January 26, 1995. Earnings per share are
based upon 40,259,894 shares and 39,969,328 shares for the second
quarter ended March 31, 1996 and 1995, respectively, and 40,173,445
shares and 39,568,272 shares for the respective six-month year-to-date
periods.
E. In the opinion of management of the Company, the foregoing consolidated
financial statements reflect all adjustments necessary for a fair
statement of the results of the Company and its subsidiaries for the
periods shown and such adjustments are of a normal recurring nature.
Results of operations for the second quarter and first six months of
fiscal 1996 are not necessarily indicative of results to be expected
for the full year.
7
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
For the quarter ended March 31, 1996, net sales and other revenues increased
18%, while operating earnings and pre-tax earnings increased 12% and 14%,
respectively, from the quarter ended March 31, 1995. For the six months ended
March 31, 1996, net sales and other revenues increased 19%, while operating
earnings and pre-tax earnings increased 14% and 15%, respectively, compared to
the six-month period ended March 31, 1995.
Of the 18% increase in net sales and other revenues for the quarter,
approximately 2% is attributable to the acquisition of Colonial Healthcare
Supply Co. ("Colonial") in August 1995. Of the 19% increase in net sales and
other revenues for the six-month period, approximately 3% in the aggregate is
attributable to the acquisitions of Colonial and Biddle & Crowther Company in
January 1995, both privately-held medical-surgical supply distributors.
Approximately 16% of the net sales and other revenues increase for both the
quarter and six-month period reflects internal growth within the Company's
existing pharmaceutical business.
Earnings per share for the second quarter and first six months of fiscal 1996
increased 13% and 14%, respectively, on increases of 1% and 2%, respectively, in
the average number of common and common equivalent shares outstanding.
Cost of sales increased 18% and 19% from the second quarter and six-month period
of fiscal 1995, respectively, due mainly to the Company's increased sales
levels. The overall gross profit as a percent of net sales and other revenues
for the second quarter and first six months decreased as a result of a decrease
in gross margins due to continued price competition and customer mix in the
Company's pharmaceutical distribution business, partially offset by sales from
the Company's higher gross margin medical-surgical supply distribution business.
In the pharmaceutical distribution industry, it has been customary to pass on to
customers price increases from manufacturers. Investment buying enables
distributors such as the Company to benefit from anticipated price increases.
The rate or frequency of future price increases by manufacturers, or the lack
thereof, does influence the profitability of the Company.
Management of the Company anticipates further downward pressure on gross
margins in the Company's pharmaceutical distribution business during the fiscal
year ending September 30, 1996 because of continued price competition influenced
by large customers. The Company
8
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
expects that these pressures on operating margin may be offset to some extent by
increased sales of more profitable products, such as generic drugs and
medical-surgical supplies, and continued reduction of distribution, selling,
general and administrative expenses ("DSG&A") as a percentage of net sales and
other revenues through improved operating efficiencies.
DSG&A increased 17% over both the prior year quarter and six-month period while
net sales and other revenues increased 18% and 19% over the prior year quarter
and six-month period, respectively. These expenses as a percent of net sales and
other revenues were 4.3% in both the second quarter of fiscal 1996 and 1995 and
were 4.2% and 4.3% of net sales and other revenues in the current and prior year
six-month periods, respectively. The decreased DSG&A as a percentage of net
sales and other revenues in the current year six-month period reflects continued
operating efficiencies, including the positive effects of the continuing
consolidation of distribution divisions into larger regional distribution
centers, partially offset by increased DSG&A in the Company's medical-surgical
supply business.
Net interest expense increased from $7.6 million to $8.1 million for the second
quarter and increased from $14.4 million to $16.1 million for six-month period
of fiscal 1996 primarily due to interest on the $100 million 7 1/4% Senior Notes
issued June 1, 1995, partially offset by decreased borrowings under the Credit
Agreement.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
At March 31, 1996, capitalization consisted of 39% debt and 61% equity, compared
to 51% and 49%, respectively, at September 30, 1995. The decreased debt
percentage primarily reflects decreased borrowings under the Credit Agreement.
Borrowings under the Credit Agreement were $70.0 million and $159.0 million at
March 31, 1996 and September 30, 1995, respectively. Cash and cash equivalents
of $41.6 million at March 31, 1996 decreased from $64.4 million at September 30,
1995, primarily as a result of decreased borrowings under the Credit Agreement,
partially offset by an increase in net cash flows from operating activities
(principally due to a decrease in investment in inventories, net of trade
accounts payable).
Capital expenditures for the six months ended March 31, 1996 were $10.1 million
and relate principally to additional investment in existing locations, including
the acquisition of automated warehouse equipment and additional investments in
data processing equipment.
9
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Cash dividends on Class A Common Stock amounted to $9.6 million for the six
months ended March 31, 1996 and $9.2 million for the same period in the prior
year, reflecting the increased number of shares of Class A Common Stock
outstanding.
The Company believes that internally generated funds, funds available under the
existing Credit Agreement and funds available under the existing shelf
registration will be sufficient to meet anticipated cash and capital needs.
10
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Drug Barn, Inc. ("Drug Barn"), a former retail pharmacy chain
in the San Francisco Bay Area, currently with two operating stores, owed the
Company approximately $6.2 million in principal obligations as of March 31,
1996, of which approximately $1.2 million represents trade receivables and $5.0
million represents a note which matured on March 25, 1993, neither of which has
been paid to date. The Company has a security interest in virtually all of Drug
Barn's assets, as well as personal guaranties, which collaterize the note and
trade receivables. The Company and Drug Barn have entered into litigation
relating to these obligations which is more fully detailed in "Item 3 - Legal
Proceedings" of Part I of the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995 as filed with the Securities and Exchange
Commission and is incorporated herein by reference. Drug Barn commenced a
Chapter 11 case in U.S. Bankruptcy Court for the Northern District of California
by filing a voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code in July 1993 and remains in possession pursuant to 11 U.S.C.
Section 1107. In April 1994, this consolidated matter (excluding the bankruptcy
court matters) was transferred to the San Francisco County Superior Court along
with the California state actions referenced in the next paragraph. A trial date
on principally the contract-related actions may occur during calendar 1996, if
the bankruptcy reorganization plan referred to below is not confirmed. In April
1996, the Company filed a second plan of reorganization with the Bankruptcy
Court to resolve all of its claims with Drug Barn and its guarantors. The plan
of reorganization provides for, among other things, a sale of all Drug Barn's
assets, a distribution of the asset sale proceeds to creditors and a settlement
of all claims of any nature between the Company and Drug Barn (but not its
guarantors). This plan is subject to confirmation by the Bankruptcy Court and,
if approved, will not have a material impact on the Company.
Between August 1993 and February 1994, the Company, along with
various other pharmaceutical industry-related companies, was named as a
defendant in eight separate state antitrust actions in three courts in
California. These lawsuits are more fully detailed in "Item 1 - Legal
Proceedings" of Part II of the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994 as filed with the Securities and Exchange Commission
and is incorporated herein by reference.
Between August 1993 and November 1993, the Company was also
named in 11 separate Federal antitrust actions. All 11 actions were consolidated
into one multidistrict action in the Northern District of Illinois entitled, IN
RE BRAND-NAME PRESCRIPTION DRUGS ANTITRUST LITIGATION, No. 94 C. 897 (MDL 997).
On April 4, 1996, and upon motion brought by the Company and each of the
11
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
PART II. OTHER INFORMATION
wholesale defendants, the District Court granted summary judgment in favor of
all wholesalers which has the effect of dismissing these defendants from this
suit. Plaintiffs have indicated that they plan to appeal this decision. These
lawsuits are more fully detailed in "Item 3 - Legal Proceedings" of Part I of
the Company's Annual Report on Form 10-K for the fiscal year ended September 30,
1995 as filed with the Securities and Exchange Commission and is incorporated
herein by reference.
In March 1995, the Company was named along with 30 other
pharmaceutical industry-related companies in a separate complaint filed in the
U.S. District Court, Eastern District of Arkansas entitled LAWRENCE ADAMS D/B/A
MC SPADDEN DRUG STORE, ET AL. V. ABBOTT LABORATORIES, ET AL., alleging similar
claims as in the Federal complaint. This action has been consolidated into the
Federal multidistrict action.
In May 1994, the Company and Durr Drug Company were named as
defendants, along with 25 other pharmaceutical related-industry companies, in a
state antitrust class action in the Circuit Court of Greene County, Alabama
entitled DURRETT V. UPJOHN COMPANY, ET AL. This lawsuit is more fully detailed
in "Item 3 - Legal Proceedings" of Part I of the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1995 as filed with the Securities
and Exchange Commission and is incorporated herein by reference.
In October 1994, the Company entered into a sharing agreement
with five other wholesalers and 26 pharmaceutical manufacturers. Among other
things, the agreement provides that: (a) if a judgment is entered into against
both the manufacturer and wholesaler defendants, the total exposure for joint
and several liability of the Company is limited to $1,000,000; (b) if a
settlement is entered into by, between, and among the manufacturer and
wholesaler defendants, the Company has no monetary exposure for such settlement
amount; (c) the six wholesaler defendants will be reimbursed by the 26
pharmaceutical defendants for related legal fees and expenses up to $9,000,000
total (of which the Company will receive a proportionate share); and (d) the
Company is to release certain claims which it might have had against the
manufacturer defendants for the claims presented by the plaintiffs in these
cases. The agreement covers the Federal court litigation, as well as the cases
which have been filed in various state courts. On February 9, 1996, the class
plaintiffs filed a motion for preliminary approval of a settlement with 15 of
the manufacturer defendants, which would result in dismissal of claims against
those manufacturers and a reduction of the potential claims against the
remaining defendants, including those against the Company. The Court did not
grant approval for the settlement and the plaintiffs have indicated that this
decision will be appealed. The Company is not a party to this proposed
settlement but retains protection afforded by the sharing agreement referenced
12
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
PART II. OTHER INFORMATION
above. After discussions with counsel, management of the Company believes that
the allegations of liability set forth in these lawsuits are without merit as to
the wholesaler defendants and that any attendant liability of the Company,
although unlikely, would not have a material adverse effect on the Company's
financial position or results of operations.
The Company is involved in various additional items of
litigation. Although the amount of liability at March 31, 1996 with respect to
these items of litigation cannot be ascertained, in the opinion of management,
any resulting future liability will not have a material adverse effect on its
financial position or results of operations.
13
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareowners of the Company was held on January 25, 1996 in
Orange, California and the following matters, as listed in the Proxy Statement
dated December 14, 1995, were voted upon:
(a) All of management's nominees for the Company's Board of
Directors were elected (for a term ending in the year so
indicated) with the following vote:
<TABLE>
<CAPTION>
NOMINEE FOR WITHHELD
------- --- --------
<S> <C> <C>
Jose E. Blanco, Sr. (1999) 35,060,574 187,447
Neil F. Dimick (1998) 35,068,795 187,447
Charles J. Lee (1999) 35,046,656 201,365
George R. Liddle (1999) 35,068,099 179,922
Donald R. Roden (1998) 35,069,264 178,757
George E. Reinhardt, Jr. (1999) 35,068,864 179,157
</TABLE>
Directors whose term of office continued after the Annual Meeting
were: Rodney H. Brady, John Calasibetta, Charles C. Edwards,
M.D., Robert E. Martini, James R. Mellor, Francis G. Rodgers
and Dwight A. Steffensen (see Item 5. below).
(b) Shareowner proposal relating to the declassification of the
Company's Board of Directors was not approved and votes were as
follows:
<TABLE>
<CAPTION>
Broker
FOR AGAINST ABSTAINED NON-VOTES
--- ------- --------- ---------
<S> <C> <C> <C>
13,690,869 15,563,618 375,408 5,618,126
</TABLE>
(c) Shareowner proposal relating to compensation of non-employee
members of the Company's Board of Directors was not approved and
votes were as follows:
<TABLE>
<CAPTION>
Broker
FOR AGAINST ABSTAINED NON-VOTES
--- ------- --------- ---------
<S> <C> <C> <C>
5,101,496 24,112,510 415,889 5,618,126
</TABLE>
14
<PAGE>
ITEM 5. OTHER INFORMATION
On February 2, 1996, the Company accepted the resignation of Dwight
A. Steffensen from its Board of Directors. Mr. Steffensen, a
Director since 1985, had resigned his position as the Company's
President and Chief Operating Officer in October of 1995 to pursue
other interests. Mr. Steffensen has agreed to provide consulting
services to the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
11 Computation of earnings per share for the second
quarter and six months ended March 31, 1996 and
1995.
27 Financial Data Schedule for the six months ended
March 31, 1996.
99(a) First Amendment to Amended and Restated Credit
Agreement dated as of February 27, 1995.
99(b) Second Amendment to Amended and Restated Credit
Agreement dated as of March 16, 1996.
(b) REPORTS ON FORM 8-K:
There were no reports filed on Form 8-K during the three months ended
March 31, 1996.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BERGEN BRUNSWIG CORPORATION
By /S/ ROBERT E. MARTINI
--------------------------------------
Robert E. Martini
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
By /S/ NEIL F. DIMICK
--------------------------------------
Neil F. Dimick
Executive Vice President,
Chief Financial Officer
(Principal Financial Officer)
May 8, 1996
16
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
INDEX TO EXHIBITS
-----------------
EXHIBIT NO. PAGE NO.
- ----------- --------
11 Computation of earnings per share for the second 18
quarter and six months ended March 31, 1996 and 1995.
27 Financial Data Schedule for the six months ended 19
March 31, 1996.
99(a) First Amendment to Amended and Restated Credit 20
Agreement dated as of February 27, 1995.
99(b) Second Amendment to Amended and Restated Credit 26
Agreement dated as of March 16, 1996.
17
<TABLE>
EXHIBIT 11
BERGEN BRUNSWIG CORPORATION
---------------------------
COMPUTATION OF EARNINGS PER SHARE
FOR THE SECOND QUARTER AND SIX MONTHS ENDED
MARCH 31, 1996 AND 1995
(in thousands except share and per share amounts)
(Unaudited)
<CAPTION>
SECOND QUARTER SIX MONTHS
---------------------------- ----------------------------
1996 1995 1996 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
DATA AS TO EARNINGS - Net Earnings $ 20,389 $ 17,864 $ 36,016 $ 31,413
============= ============= ============= =============
DATA AS TO NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES:
Weighted average number of shares oustanding:
Class A Common Stock 39,987,123 39,673,555 39,919,949 39,374,894
Common equivalent shares assuming issuance
of shares represented by outstanding
employees' stock options:
Additional shares assumed to be issued 1,798,989 1,524,559 1,609,761 1,208,158
Reduction of such additional shares assuming
proceeds invested in treasury stock (at
average market prices during each period) (1,526,218) (1,228,786) (1,356,265) (1,014,780)
------------- ------------- ------------- -------------
Average number of common and common
equivalent shares outstanding 40,259,894 39,969,328 40,173,445 39,568,272
============= ============= ============= =============
EARNINGS PER COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING $ .51 $ .45 $ .90 $ .79
============= ============= ============= =============
<FN>
Reference is made to Notes C and D in the accompanying Notes to Consolidated Financial Statements.
</FN>
18
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> MAR-31-1996
<EXCHANGE-RATE> 1
<CASH> 41,648
<SECURITIES> 0
<RECEIVABLES> 616,612
<ALLOWANCES> 24,308
<INVENTORY> 1,278,386
<CURRENT-ASSETS> 1,923,832
<PP&E> 248,675
<DEPRECIATION> 97,639
<TOTAL-ASSETS> 2,480,720
<CURRENT-LIABILITIES> 1,563,419
<BONDS> 368,594
<COMMON> 66,536
0
0
<OTHER-SE> 482,171
<TOTAL-LIABILITY-AND-EQUITY> 2,480,720
<SALES> 0
<TOTAL-REVENUES> 4,831,722
<CGS> 4,549,612
<TOTAL-COSTS> 4,753,547
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,078
<INCOME-PRETAX> 62,097
<INCOME-TAX> 26,081
<INCOME-CONTINUING> 36,016
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36,016
<EPS-PRIMARY> 0.90
<EPS-DILUTED> 0.90
</TABLE>
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
is made and dated as of February 27, 1995 (the "AMENDMENT") among BERGEN
BRUNSWIG DRUG COMPANY, a California corporation (the "Borrower"), BERGEN
BRUNSWIG CORPORATION, a New Jersey Corporation (the "PARENT"), the Lenders party
to the Amended and Restated Credit Agreement referred to below, and BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association,
as Agent (the "AGENT"), and amends that creation Amended and Restated Credit
Agreement dated as of September 30, 1994 (as so amended or modified from time to
time, the "CREDIT AGREEMENT").
RECITALS
WHEREAS, the Borrower and the Parent have requested the Agent and the
Lenders to amend certain provisions of the Credit Agreement, and the Agent and
the Lenders are willing to do so, on the terms and conditions specified herein:
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. TERMS. All terms used herein shall have the same meanings as in the
Credit Agreement unless otherwise defined herein. All references to the Credit
Agreement shall mean the Credit Agreement as hereby amended.
2. AMENDMENTS. The Borrower, the Parent, the Agent and the Lenders hereby
agree to amend the Credit Agreement as follows:
2.1 The definition of "Business Day" in Schedule I, Defined Terms, of
the Credit Agreement shall be amended by deleting it in its entirety and
inserting the following in lieu thereof:
"`BUSINESS DAY' means:
(a) any day which is neither Saturday or Sunday nor a legal
holiday on which banks are authorized or required to be closed in
Chicago, Illinois or New York; and
(b) relative to the making, continuing, prepaying or
repaying of any Eurodollar Rate Loans, any day on which dealings
in Dollars are carried on in the London interbank market."
2.2 The definition of "Eurodollar Rate" in Schedule I, Defined Terms,
of the Credit Agreement shall be amended by deleting it in its entirety and
inserting the following in lieu thereof:
(4036890.01)
- 1 -
<PAGE>
"EURODOLLAR RATE' means, relative to any Contract
Loan to be made, continued or maintained as, or
converted into, a Eurodollar Rate Loan for any
Interest Period, a rate per annum (rounded upwards,
if necessary, to the nearest 1/16 of 1%) equal to the
average of the rates PER ANNUM at which Dollar
deposits in immediately available funds are offered
to each Reference Lender's Eurodollar office in the
London interbank market as at or about 11:00 a.m.,
London time, two Business Days prior to the beginning
of such Interest Period for delivery on the first day
of such Interest Period, and in an amount
approximately equal to the amount of such Reference
Lender's Eurodollar Rate Loan and for a period
approximately equal to such Interest Period."
2.3 The definition of "Quarterly Payment Date" in Schedule I, Defined
Terms, of the Credit Agreement shall be amended by deleting it in its
entirety and inserting the following in lieu thereof:
"`QUARTERLY PAYMENT DATE' means the last day of each
March, June, September and December or, if any such
day is not a Business Day, the next succeeding
Business Day."
2.3 The last sentence of Section 2.7.2 of the Credit Agreement is
hereby amended by deleting "9:00 a.m." and inserting "9:45 a.m." in lieu
thereof.
2.4 The first sentence of Section 2.7.3 of the Credit Agreement is
hereby amended by deleting "9:30 a.m." and inserting "9:45 a.m." in lieu
thereof.
2.5 Section 2.7.4(a) of the Credit Agreement is hereby amended by
deleting "10:00 a.m." and inserting "10:15 a.m." in lieu thereof.
2.6 Section 2.7.4(b) of the Credit Agreement is hereby amended by
deleting "9:30 a.m." and inserting "10:00 a.m." in lieu thereof.
2.7 Section 7.2.1(k) of the Credit Agreement is hereby amended by
deleting "$5,000,000" and inserting "$100,000,000" in lieu thereof.
3. CONSENT OF GUARANTOR. The Parent hereby acknowledges that it has
received and reviewed this First Amendment, and ratifies and confirms that the
Guaranty dated as of September 30, 1994 remains in full force and effect on and
as of the date hereof, after giving effect to this First Amendment, and is
hereby incorporated by reference herein, with the same effect as if set forth in
full herein.
4. REPRESENTATIONS AND WARRANTIES. The Borrower and the Parent each
represent and warrant to the Agent and the Lenders that, on and as of the date
hereof, and after giving effect to this First Amendment:
4.1 AUTHORIZATION. The execution, delivery and performance by each of
the Parent and the Borrower of this First Amendment have been duly
authorized by all necessary corporate action by each of them, and this
First Amendment has been duly executed and delivered by the Borrower and
the Parent.
- 2 -
<PAGE>
4.2 BINDING OBLIGATION. This First Amendment constitutes the legal,
valid and Binding obligations of the Borrower and the Parent, enforceable
against each of them respectively in accordance with its terms.
4.3 NO LEGAL OBSTACLE TO AMENDMENT. The execution, delivery and
Performance of this First Amendment will not (a) contravene the Organic
Documents of the Borrower or the Parent; (b) constitute a breach or default
under any contractual restriction or violate or contravene any law or
governmental regulation or court decree or order binding on or affecting
the Borrower or the Parent which individually or in the aggregate does or
could reasonably be expected to have Materially Adverse Effect; or (c)
result in, or require the creation or imposition of, any Lien on any of the
Borrower's properties. No approval or authorization of any governmental
authority is required to permit the execution, delivery or performance by
the Borrower of this First Amendment, or the transactions contemplated
hereby.
4.4 INCORPORATION OF CERTAIN REPRESENTATIONS. The representations and
warranties of the Borrower and the Parent set forth in Article VI of the
Credit Agreement are true and correct in all respects on and as of the date
hereof as though made on and as of the date hereof, except as to such
representations made as of an earlier specified date.
4.5 DEFAULT. No Default or Event of Default under the Credit Agreement
has occurred and is continuing.
5. CONDITIONS, EFFECTIVENESS. The effectiveness of this First
Amendment shall be subject tot he compliance by the Borrower and the Parent with
its agreements herein contained, and to the delivery of the following to the
Agent in form and substance satisfactory to the Agent and Lenders;
6. MISCELLANEOUS.
6.1 EFFECTIVENESS OF THE CREDIT AGREEMENT AND THE NOTES. Except as
hereby expressly amended, the Credit Agreement and the Notes shall each
remain in full force and effect, and are hereby ratified and confirmed in
all respects on and as of the date hereof.
6.2 WAIVERS. This First Amendment is limited solely to the matters
expressly set forth herein and is specific in time and in intent and does
not constitutes, nor should it be construed as, a waiver or amendment of
any other term or condition, right, power or privilege under the Credit
Agreement or under any agreement, contract, indenture, document or
instrument mentioned therein; nor does it preclude or prejudice any rights
of the Agent or the Lenders thereunder, or nay exercise thereof or the
exercise of any other right, power or privilege, nor shall it require the
Required Lenders to agree to an amendment, waiver or consent for a similar
transaction or on a future occasion, nor shall any future waiver of any
right, power, privilege or default hereunder, or under any agreement,
contract, indenture, document or instrument mentioned in the Credit
Agreement, constitute a waiver of any other right, power, privilege or
default of the same or of any other term or provision.
- 3 -
<PAGE>
6.3 COUNTERPARTS. This First Amendment may be executed in any number
of counterparts and all of such counterparts taken together shall be deemed
to constitute one and the same instrument. This First Amendment shall not
become effective until the Borrower, the Parent, the Agent and the Lenders
shall have signed a copy hereof and the same shall have been delivered to
the Agent.
6.4 GOVERNING LAW. This First Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed and delivered as of the date first written above.
BERGEN BRUNSWIG DRUG CORPORATION
By: /S/ ERIC J. SCHMITT
----------------------------------
Name: ERIC J. SCHMITT
Title: V.P., FINANCE & TREASURER
BERGEN BRUNSWIG CORPORATION
By: /S/ ERIC J. SCHMITT
----------------------------------
Name: ERIC J. SCHMITT
Title: V.P., FINANCE & TREASURER
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
By: /S/ JAMES D. HINSON
----------------------------------
Name: JAMES D. HINSON
Title: VICE PRESIDENT
BANK OF AMERICA ILLINOIS
By: /S/ RUTH EDWARDS
----------------------------------
Name: RUTH EDWARDS
Title: VICE PRESIDENT
- 4 -
<PAGE>
THE BANK OF NEW YORK
By: /S/ REBECCA KYMAN LEVINE
----------------------------------
Name: REBECCA KYMAN LEVINE
Title: ASSISTANT VICE PRESIDENT
CHEMICAL BANK
By: /S/ NEIL R. BOYLAN
----------------------------------
Name: NEIL R. BOYLAN
Title: VICE PRESIDENT
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: /S/ THIERY F. VINCENT
----------------------------------
Name: THIERY F. VINCENT
Title: AUTHORIZED SIGNATORY
CREDIT LYONNAIS LOS ANGELES BRANCH
By: /S/ THIERY F. VINCENT
----------------------------------
Name: THIERY F. VINCENT
Title: VICE PRESIDENT
CREDIT SUISSE
By: /S/ MARILOU PALENZUELA
----------------------------------
Name: MARILOU PALENZUELA
Title: MEMBER OF SENIOR MANAGEMENT
/S/ DEBORAH A. SHEA
----------------------------------
DEBORAH A. SHEA
ASSOCIATE
FIRST INTERSTATE BANK OF CALIFORNIA
By: /S/ DANIEL HOM
----------------------------------
Name: DANIEL HOM
Title: VICE PRESIDENT
- 5 -
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
By: /S/ ANTHONY L. TRUNZO
----------------------------------
Name: ANTHONY L. TRUNZO
Title: VICE PRESIDENT
SOCIETE GENERALE, LOS ANGELES BRANCH
By: /S/ J. STALEY STEWART
----------------------------------
Name: J. STALEY STEWART
Title: VICE PRESIDENT
TORONTO DOMINION (TEXAS), INC.
By: /S/ FREDERIC HAWLEY
----------------------------------
Name: FREDERIC HAWLEY
Title: VICE PRESIDENT
TRUST COMPANY BANK
By: /S/ FRANK O. BENNETT
----------------------------------
Name: FRANK O. BENNETT
Title: VICE PRESIDENT
WACHOVIA BANK OF GEORGIA, N.A.
By: /S/ TERRY L. AKINS
----------------------------------
Name: TERRY L. AKINS
Title: SENIOR VICE PRESIDENT
WELLS FARGO BANK, N.A.
By: /S/ DAVID NEUMANN
----------------------------------
Name: DAVID NEUMANN
Title: VICE PRESIDENT
- 6 -
SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is made
and dated as of March 15, 1996 (the "SECOND AMENDMENT") among BERGEN BRUNSWIG
DRUG COMPANY, a California corporation (the BORROWER"), BERGEN BRUNSWIG
CORPORATION, a New Jersey corporation (the "PARENT"), the Lenders party to the
Amended and Restated Credit Agreement referred to below, and BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association, as Agent
(the "AGENT"), and amends that certain Amended and Restated Credit Agreement
dated as of September 30, 1994, as amended by that certain First Amendment to
Amended and Restated Credit Agreement dated as of February 27, 1995 (as so
amended or modified from time to time, the "CREDIT AGREEMENT").
RECITALS
--------
WHEREAS, the Borrower and the Parent have requested the Agent and the
Lenders to amend certain provisions of the Credit Agreement, and the Agent and
the Lenders are willing to do so, on the terms and conditions specified herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. TERMS. All terms used herein shall have the same meanings as in the
Credit Agreement unless otherwise defined herein. All references to the Credit
Agreement shall mean the Credit Agreement as hereby amended.
2. AMENDMENTS. The Borrower, the Parent, the Agent and the Lenders
hereby agree to amend the Credit Agreement as follows:
2.1. The cover page of the Credit Agreement is hereby amended by
deleting the figure "$350,000,000" and replacing it with the figure
"$400,000,000."
2.2. The preamble to the Credit Agreement is hereby amended by
inserting the phrase "and which are listed on Schedule III hereof or which may
hereafter become a party hereto" in the sixth line thereof after the word
"hereto" and before the parenthetical phrase in such line.
- 1 -
39108177.7 032296 1109P 92028133
<PAGE>
2.3. The second recital of the Credit Agreement is hereby amended by
deleting the figure "$350,000,000" and replacing it with the figure
"$400,000,000."
2.4. There shall be added to the Credit Agreement a new Section 2.8
reading in its entirety as follows:
"2.8 EXTENSION OF COMMITMENT TERMINATION DATE. Not less than 30
days nor more than 60 days before each anniversary of the Amendment
Effective Date, the Company may, by written request delivered to the
Agent, request that the Commitment Termination Date be extended by all
of the Lenders for a period of one year from the then-current
Commitment Termination Date; PROVIDED, HOWEVER, that in no event shall
the Commitment Termination Date extend beyond the seventh anniversary
of the Amendment Effective Date. The Agent shall promptly notify the
Lenders of any such request. Such extension shall only be effective
upon approval thereof in writing by each of the Agent and all of the
Lenders and the execution and delivery of such amendments to the
Credit Documents as the Agent may require in connection with such
extension. The Agent and each Lender may accept or reject any request
for an extension in its sole and absolute discretion. The Agent and
each Lender shall use best efforts to accept or reject any such
request within 30 days after receiving notice thereof, PROVIDED that
any failure by the Agent or a Lender to respond to such a request
shall be deemed to be a rejection thereof."
2.5. Section 6.5 of the Credit Agreement is hereby amended (i) by
deleting the date "September 30, 1993" in clause (a) thereof and replacing it
with the date "September 30, 1995" and (ii) by deleting the date "June 30, 1994"
in clause (b) thereof and replacing it with the date "December 31, 1995".
2.6. Section 6.6 of the Credit Agreement is hereby amended to read in
its entirety as follows:
"SECTION 6.6. NO MATERIAL ADVERSE CHANGE. Since September 30,
1995, there has been no material adverse change in the consolidated
condition (financial or otherwise), operations, business, properties,
performance or prospects of the Parent and its Subsidiaries taken a
whole."
2.7. Section 7.2.1(k) of the Credit Agreement is hereby amended to
read in its entirety as follows:
"(k) unsecured Indebtedness under one or more uncommitted lines
of credit in an aggregate principal amount at any time not exceeding
the then Total Commitment Amount."
- 2 -
<PAGE>
2.8. Section 7.2.1(o) of the Credit Agreement is hereby amended to
read in its entirety as follows:
"(o) other unsecured Indebtedness in the ordinary course of
business (including unsecured Indebtedness incurred in the ordinary
course by any Person acquired under SECTION 7.2.4 (other than any such
Indebtedness incurred in anticipation of such acquisition)) in an
aggregate principal amount at any time if, after giving PRO FORMA
effect to such Indebtedness as if such Indebtedness and all other
Indebtedness incurred since the first day of the most recently ended
12-month period for which the Agent has received financial statements
under SECTION 7.1.1 had been incurred, and proceeds thereof had been
applied, on such first day, there would not be a Default as a result
of noncompliance with SECTION 7.2.3;"
2.9. The proviso at the end of Section 7.2.1 of the Credit Agreement
is hereby amended by deleting the figure "$30,000,000" and replacing it with the
figure "$40,000,000" and by adding the following proviso immediately prior to
the end thereof:
"; and PROVIDED, FURTHER that aggregate Indebtedness permitted
under clauses (k) and (n) of this SECTION 7.2.1 shall not exceed 125%
of the then Total Commitment Amount at any time outstanding."
2.10. There shall be added to the Credit Agreement a new Section 7.2.7
reading in its entirety as follows:
"SECTION 7.2.7 MARGIN STOCK. The Borrower will not, and will not
permit any of its Subsidiaries to, acquire any Margin Stock except to
the extent that the aggregate value of all Margin Stock held by the
Borrower or any such Subsidiary does not exceed fifteen percent of the
value of all assets of the Borrower or such Subsidiary that are
subject to the restrictions set forth in Section 7.2.2. For purposes
of this SECTION 7.2.7, the term "Margin Stock" shall have the meaning
ascribed to such term in F.R.S. Board Regulation U, as from time to
time in effect.
2.11. Section 2.7.4 of the Credit Agreement is hereby amended by (A)
deleting the time "10:15 a.m." from subsection (a) thereof and replacing it with
the time "10:00 a.m." and (B) deleting the time "10:00 a.m." from subsection (b)
thereof and replacing it with the time "10:15 a.m.".
- 3 -
<PAGE>
2.12. The definition of the term "Applicable Margin" in Schedule I to
the Credit Agreement is hereby amended to read in its entirety as follows:
"APPLICABLE MARGIN" means, relative to any Base Rate Loan or
Eurodollar Rate Loan, the applicable margin percentage PER ANNUM set
forth in the table below based on the Parent's then Senior Debt
Rating:
<TABLE>
<CAPTION>
Base Rate Eurodollar
SENIOR DEBT RATING LOAN % RATE LOAN %
------------------ ------ -----------
MOODY'S S&P
------- ---
<S> <C> <C> <C>
A2 or higher A or higher 0.0 0.175
A3 A- 0.0 0.185
Baa1 BBB+ 0.0 0.200
Baa2 BBB 0.0 0.225
Baa3 BBB- 0.0 0.300
Below Baa3 Below BBB- 0.5 0.425
</TABLE>
; PROVIDED that, for purposes of determining such applicable margin, if
Moody's and S&P have split Senior Debt Ratings with a difference of
only one rating tier, the higher Senior Debt Rating will be
determinative and the lower Senior Debt Rating will be disregarded; and
PROVIDED, FURTHER, that if Moody's and S&P have split Senior Debt
Ratings with a difference of more than one rating tier, one rating tier
below the higher Senior Debt Rating will be determinative and both
Senior Debt Ratings will be disregarded.
2.13. Clause (a) of the definition of the term "Commitment Termination
Date" in Schedule I to the Credit Agreement is hereby amended to read in its
entirety as follows:
"March 15, 2001, as such date may be extended pursuant to SECTION
2.8;"
2.14. The definition of the term "Facility Rate" in Schedule I to the
Credit Agreement is hereby amended to read in its entirety as follows:
"FACILITY RATE" means, at any time, the percentage rate set forth
in the table below based on the Parent's then Senior Debt Rating:
- 4 -
<PAGE>
<TABLE>
<CAPTION>
SENIOR DEBT RATING PERCENTAGE RATE
------------------ ---------------
MOODY'S S&P
------- ---
<S> <C> <C>
A2 or higher A or higher 0.075
A3 A- 0.090
Baa1 BBB+ 0.100
Baa2 BBB 0.125
Baa3 BBB- 0.150
Below Baa3 Below BBB- 0.200
</TABLE>
; PROVIDED that, for purposes of determining such percentage rate, if
Moody's and S&P have split Senior Debt Ratings with a difference of
only one rating tier, the higher Senior Debt Rating shall be
determinative and the lower Senior Debt Rating shall be disregarded;
and PROVIDED, FURTHER, if Moody's and S&P have split Senior Debt
Ratings with a difference of more than one rating tier, one rating tier
below the higher Senior Debt Rating will be determinative and both
Senior Debt Ratings will be disregarded.
2.15. The term "Impermissible Change in Control" in Schedule I to the
Credit Agreement is hereby amended to read as "Impermissible Change of Control."
2.16. The definition of the term "Percentage" in Schedule I to the
Credit Agreement is hereby amended to read in its entirety as follows:
"PERCENTAGE" means, relative to any Lender at any time, the
portion (expressed as a percentage) of the then Total Commitment
Amount representing such Lender's then Commitment, being initially the
percentage set forth opposite its signature hereto and, from and after
the Second Amendment Effective Date, the percentage set opposite its
name on Schedule III hereto, or, if such Lender has executed an
Assignment Agreement, as indicated on the most recent Assignment
Agreement executed by such Lender.
2.17. The definition of the term "Permitted Asset Sale" in Schedule I
to the Credit Agreement is hereby amended (i) by deleting the phrase "after the
date hereof" in clauses (a) and (b) of such definition and replacing it with
"after September 30, 1995", (ii) by deleting the phrase "on the Amendment
Effective Date" in clause (a) and (b) of such definition and replacing it with
"on September 30, 1995" and (iii) by amending clause (c) of such definition to
read in its entirety as follows:
"(c) any sale or other disposition of inventory in the ordinary
course of business, including any new distribution arrangements
developed in the future to provide goods and services to customers,
- 5 -
<PAGE>
including without limitation, start-up payments, selling concessions,
sale or return or consignment arrangements, pharmacy management and
outsourcing services, stockless inventory systems and deferred billing
or delayed payment terms; and"
2.18. The definition of the term "Required Lenders" in Schedule I to
the Credit Agreement is hereby amended to read in its entirety as follows:
"REQUIRED LENDERS" means, at any time when the Commitments shall
remain in effect, Lenders holding more than 50% of the then aggregate
outstanding principal amount of the Contract Note, or, if no such
principal amount is then outstanding, Lenders having Commitments
constituting more than 50% of the Total Commitment Amount or, at any
time when the Commitments of the Lenders shall have terminated
pursuant to SECTION 8.2 or 8.3, Lenders holding more than 50% of the
aggregate principal amount of the Loans then outstanding.
2.19. The definition of the term "Senior Debt Rating" in Schedule I to
the Credit Agreement is hereby amended to read in its entirety as follows:
"SENIOR DEBT RATING" means, on any date, (a) the senior debt
rating actually or implicitly assigned to the Parent by Moody's and
Standard & Poor's or (b) if no senior debt rating has been so
assigned, it shall be presumed that Moody's has assigned a rating
below Baa3 and that Standard & Poor's has assigned a rating below
BBB-.
2.20. The definition of the term "Total Commitment Amount" in Schedule
I to the Credit Agreement is hereby amended by deleting the figure
"$350,000,000" and replacing it with the figure "$400,000,000."
2.21. There shall be added to Schedule I of the Credit Agreement, in
appropriate alphabetical sequence, a new definition of the term "Second
Amendment Effective Date" reading in its entirety as follows:
"SECOND AMENDMENT EFFECTIVE DATE" means the date upon which the
conditions precedent set forth in Section 5 of that certain Second
Amendment to Amended and Restated Credit Agreement dated as of March
15, 1996 among the Borrower, the Parent, the Lenders and the Agent
shall have been satisfied.
2.22. There shall be added to the Credit Agreement a new Schedule III
in the form of Schedule III attached hereto.
- 6 -
<PAGE>
2.23. Exhibits A-1 and A-2 to the Credit Agreement are hereby amended
and restated in their entirety to read as set forth in Exhibits A-1 and A-2
attached hereto.
3. CONSENT OF GUARANTOR. The Parent hereby acknowledges that it has
received and reviewed this Second Amendment, and ratifies and confirms that the
Guaranty dated as of September 30, 1994 remains in full force and effect on and
as of the date hereof, after giving effect to this Second Amendment, and is
hereby incorporated by reference herein, with the same effect as if set forth in
full herein.
4. REPRESENTATIONS AND WARRANTIES. The Borrower and the Parent each
represent and warrant to the Agent and the Lenders that, on and as of the date
hereof, and after giving effect to this Second Amendment:
4.1. AUTHORIZATION. The execution, delivery and performance by each of
the Parent and the Borrower of this Second Amendment have been duly authorized
by all necessary corporate action by each of them, and this Second Amendment has
been duly executed and delivered by the Borrower and the Parent.
4.2. BINDING OBLIGATION. This Second Amendment constitutes the legal,
valid and binding obligations of the Borrower and the Parent, enforceable
against each of them respectively in accordance with its terms.
4.3. NO LEGAL OBSTACLE TO SECOND AMENDMENT. The execution, delivery
and performance of this Second Amendment will not (a) contravene the Organic
Documents of the Borrower or the Parent; (b) constitute a breach or default
under any contractual restriction or violate or contravene any law or
governmental regulation or court decree or order binding on or affecting the
Borrower or the Parent which individually or in the aggregate does or could
reasonably be expected to have a Materially Adverse Effect; or (c) result in, or
require the creation or imposition of, any Lien on any of the Borrower's
properties. No approval or authorization of any governmental authority or
regulatory body or other Person is required to permit the execution, delivery or
performance by the Borrower of this Second Amendment, or the transactions
contemplated hereby.
4.4. INCORPORATION OF CERTAIN REPRESENTATIONS. The representations and
warranties of the Borrower and the Parent set forth in Article VI of the Credit
Agreement are true and correct in all respects on and as of the date hereof as
though made on and as of the date hereof, except as to such representations made
as of an earlier specified date.
- 7 -
<PAGE>
4.5. DEFAULT. No Default or Event of Default has occurred and is
continuing.
5. CONDITIONS, EFFECTIVENESS. The effectiveness of this Second
Amendment shall be subject to the compliance by the Borrower and the Parent with
its agreements herein contained, and the following:
5.1. COUNTERPARTS. The delivery to the Agent of counterparts of this
Second Amendment executed by the Borrower, the Parent, the Lenders and the
Agent.
5.2. NEW NOTES. The delivery to the Agent of a new Contract Note and
Bid Note, in substantially the form of Exhibits A-1 and A-2 hereto.
5.3. REALLOCATION. The effective date shall occur on the last day of
an Interest Period in effect with respect to all outstanding Loans, and on the
effective date the Borrower shall (i) make such repayments and borrowings as
shall be required to cause the outstanding principal amount of Contract Loans
held by each Lender to be proportionate to the relevant Commitments of such
Lender after giving effect to the amendments effected by this Second Amendment,
(ii) pay to the Agent, for the account of each Exiting Lender (as hereinafter
defined), all principal, interest, fees and other amounts accrued to the
effective date for the account of such Exiting Lender, and (iii) pay to the
Agent, for the account of each continuing Lender, all interest and fees accrued
to the effective date for the account of such Lenders.
5.4. OTHER EVIDENCE. The delivery to the Agent of such other evidence
with respect to the Borrower or any other person as the Agent or any Lender may
reasonably request in connection with this Second Amendment and the compliance
with the conditions set forth herein.
6. MISCELLANEOUS.
6.1. EFFECTIVENESS OF THE CREDIT AGREEMENT AND THE NOTES. Except as
hereby expressly amended, the Credit Agreement, the Notes and the other Credit
Documents shall each remain in full force and effect, and are hereby ratified
and confirmed in all respects on and as of the date hereof.
6.2. WAIVERS. This Second Amendment is limited solely to the matters
expressly set forth herein and is specific in time and in intent and does not
constitute, nor should it be construed as, a waiver or amendment of any other
term or condition, right, power or privilege under the Credit Agreement or under
any agreement, contract, indenture, document or instrument mentioned
- 8 -
<PAGE>
therein; nor does it preclude or prejudice any rights of the Agent or the
Lenders thereunder, or any exercise thereof or the exercise of any other right,
power or privilege, nor shall it require any of the Lenders to agree to an
amendment, waiver or consent for a similar transaction on a future occasion, nor
shall any future waiver of any right, power, privilege or default hereunder, or
under any agreement, contract, indenture, document or instrument mentioned in
the Credit Agreement, constitute a waiver of any other right, power, privilege
or default of the same or of any other term or provision.
6.3. COUNTERPARTS. This Second Amendment may be executed in any number
of counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument. This Second Amendment shall not become
effective until the Borrower, the Parent, the Agent and the Lenders shall have
signed a copy hereof and the same shall have been delivered to the Agent.
6.4. EXITING LENDERS. Each Lender which after the Second Amendment
Effective Date no longer holds a Commitment (an "EXITING LENDER") is executing
this Second Amendment solely for the purpose of acknowledging that its
Commitments will terminate on the Second Amendment Effective Date upon repayment
in full of all amounts owing to it under the Credit Agreement and the Notes on
the Effective Date. The amendments effected by this Second Amendment are being
approved by Lenders holding 100% of the Commitments after giving effect to
termination of the Commitments of the Exiting Lenders on the Second Amendment
Effective Date.
6.5. GOVERNING LAW. This Second Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
- 9 -
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered as of the date first written above.
BERGEN BRUNSWIG DRUG COMPANY
By: /S/ ERIC SCHMITT
-------------------------------
Name: ERIC SCHMITT
Title: V.P. FINANCE & TREASURER
BERGEN BRUNSWIG CORPORATION
By: /S/ ERIC SCHMITT
-------------------------------
Name: ERIC SCHMITT
Title: V.P. FINANCE & TREASURER
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By: /S/ LEANDRO BALIDOY
-------------------------------
Name: LEANDRO BALIDOY
Title: VICE PRESIDENT
BANK OF AMERICA ILLINOIS
By: /S/ RUTH Z. EDWARDS
-------------------------------
Name: RUTH Z. EDWARDS
Title: VICE PRESIDENT
PNC BANK, NATIONAL ASSOCIATION
By: /S/ ANTHONY L. TRUNZO
-------------------------------
Name: ANTHONY L. TRUNZO
Title: VICE PRESIDENT AND MANAGER
- 10 -
<PAGE>
TORONTO DOMINION (TEXAS), INC.
By: /S/ MARTHA L. GARIEPY
-------------------------------
Name: MARTHA L. GARIEPY
Title: VICE PRESIDENT
WACHOVIA BANK OF GEORGIA, N.A.
By: /S/ DAVID K. ALEXANDER
-------------------------------
Name: DAVID K. ALEXANDER
Title: SENIOR VICE PRESIDENT
THE BANK OF NEW YORK
By: /S/ REBECCA K. LEVINE
-------------------------------
Name: REBECCA K. LEVINE
Title: ASSISTANT VICE PRESIDENT
CHEMICAL BANK
By: /S/ MARY E. CAMERON
-------------------------------
Name: MARY E. CAMERON
Title: VICE PRESIDENT
FIRST INTERSTATE BANK OF CALIFORNIA
By: /S/DANIEL H. HOM
-------------------------------
Name: DANIEL H. HOM
Title: VICE PRESIDENT
By: /S/JUDY A. MAAHS
-------------------------------
Name: JUDY A. MAAHS
Title: ASSITANT VICE PRESIDENT
- 11 -
<PAGE>
SOCIETE GENERALE, LOS ANGELES BRANCH
By: /S/ J. STALEY STEWART
-------------------------------
Name: J. STALEY STEWART
Title: VICE PRESIDENT
WELLS FARGO BANK, N.A.
By: /S/ DANIEL S. SILMORE
-------------------------------
Name: DANIEL S. SILMORE
Title: ASSISTANT VICE PRESIDENT
ABN-AMRO BANK, N.V.,
LOS ANGELES BRANCH
By: ABN AMRO North America, Inc.
, as agent
By: /S/ PAUL K. STIMPFL
-------------------------------
Name: PAUL K. STIMPFL
Title: VICE PRESIDENT
By: /S/ MATHEW S. THOMSON
-------------------------------
Name: MATHEW S. THOMSON
Title: GROUP VICE PRESIDENT/DIRECTOR
THE FIRST NATIONAL BANK OF CHICAGO
By: /S/ L. GENE BEUBE
-------------------------------
Name: L. GENE BEUBE
Title: SENIOR VICE PRESIDENT
THE NORTHERN TRUST COMPANY
By: /S/ JAMES F.T. NEWHART
-------------------------------
Name: JAMES F.T. NEWHART
Title: VICE PRESIDENT
- 12 -
<PAGE>
SUNTRUST BANK, ATLANTA
By: /S/ KRISTINA L. ANDERSON
-------------------------------
Name: KRISTINA L. ANDERON
Title: ASST. VICE PRESIDENT
By: /S/ CHARLES J. JOHNSON
-------------------------------
Name: CHARLES J. JOHNSON
Title: VICE PRESIDENT
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: /S/ THIERRY F. VINCENT
-------------------------------
Name: THIERRY F. VINCENT
Title: AUTHORIZED SIGNATORY
CREDIT LYONNAIS LOS ANGELES BRANCH
By: /S/ THIERRY F. VINCENT
-------------------------------
Name: THIERRY F. VINCENT
Title: VICE PRESIDENT
EXITING LENDER
(executing this Amendment
solely for purposes of
Section 6.4 hereof)
CREDIT SUISSE
By:/S/MARILOU PALENZUELA
-------------------------------
Name: MARILOU PALENZUELA
By:/S/DEBORAH A. SHEA
-------------------------------
Name: DEBORAH A. SHEA
Title:MEMBER OF SENIOR MANAGEMENT
- 13 -
<PAGE>
<TABLE>
SCHEDULE III
LENDERS, COMMITMENTS AND PERCENTAGES
------------------------------------
<CAPTION>
LENDER COMMITMENT PERCENTAGE
- ------ ---------- ----------
<S> <C> <C>
Bank of America Illinois ..................... $50,000,000 12.50%
PNC Bank, National ........................... 40,000,000 10.00%
Association
Toronto Dominion (Texas), .................... 40,000,000 10.00%
Inc.
Wachovia Bank of Georgia, .................... 40,000,000 10.00%
N.A.
The Bank of New York ......................... 25,000,000 6.25%
Chemical Bank ................................ 25,000,000 6.25%
First Interstate Bank of ..................... 25,000,000 6.25%
California
Societe Generale, ............................ 25,000,000 6.25%
Los Angeles Branch
Wells Fargo Bank, N.A ........................ 25,000,000 6.25%
ABN-AMRO Bank, N.V., Los Angeles ............. 25,000,000 6.25%
First National Bank of Chicago ............... 25,000,000 6.25%
The Northern Trust Company ................... 20,000,000 5.00%
SunTrust Bank, Atlanta ....................... 20,000,000 5.00%
Credit Lyonnais, Los Angeles Branch .......... 15,000,000 3.75%
Credit Lyonnais, Cayman Island Branch
</TABLE>
- 14 -
<PAGE>
EXHIBIT A-1
CONTRACT NOTE
$400,000,000 March 15, 1996
FOR VALUE RECEIVED, the undersigned, BERGEN BRUNSWIG DRUG COMPANY, a
California corporation (the "BORROWER"), promises to pay to the order of BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent (the "AGENT") for the
financial institutions as are or may become parties to the Credit Agreement
hereinafter referred to (collectively, the "LENDERS"), the principal sum of FOUR
HUNDRED MILLION DOLLARS ($400,000,000) or, if less, the aggregate unpaid
principal amount of all Contract Loans made by the Lenders pursuant to that
certain Amended and Restated Credit Agreement, dated as of September 30, 1994,
as amended (together with all further amendments and other modifications, if
any, from time to time thereafter made thereto, the "CREDIT AGREEMENT"), among
the Borrower, Bergen Brunswig Corporation, the Lenders, and the Agent, payable
in full on the Final Maturity Date.
The Borrower also promises to pay interest on the unpaid principal
amount hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates PER ANNUM and on the dates specified in the Credit Agreement.
Payments of both principal and interest are to be made in lawful money
of the United States of America in same day or immediately available funds to
the account designated by the Agent pursuant to the Credit Agreement.
This Note is the Contract Note referred to in, and evidences
Indebtedness incurred under, the Credit Agreement, to which reference is made
for a statement of the terms and conditions on which the Borrower is permitted
and required to make prepayments and repayments of principal of the Contract
Loans evidenced by this Note and on which such Loans may be declared to be or
may become immediately due and payable. Unless otherwise defined, terms used
herein have the meanings provided in the Credit Agreement.
This Note evidences continuing Indebtedness evidenced by the Borrower's
Contract Note dated October 7, 1994 (the "PRIOR NOTE") and nothing contained or
implied in this Note shall be deemed or construed to have paid or satisfied the
Prior Note or any Indebtedness evidenced thereby.
<PAGE>
All parties hereto, whether as makers, endorsers, or otherwise,
severally waive presentment for payment, demand, protest and notice of dishonor.
THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF NEW YORK.
BERGEN BRUNSWIG DRUG COMPANY
By_________________________________
Title:
- 2 -
<PAGE>
<TABLE>
EXHIBIT A-1
CONTRACT LOANS AND PRINCIPAL PAYMENTS
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
Amount of Unpaid
Amount of Principal Principal
Contract Loan Made Repaid Balance
__________________ Interest __________________ __________________
Base Eurodollar Period (if Base Eurodollar Base Eurodollar Notation
DATE RATE RATE APPLICABLE) RATE RATE RATE RATE TOTAL MADE BY
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- 3 -
</TABLE>
<PAGE>
EXHIBIT A-2
BID NOTE
$400,000,000 March 15, 1996
FOR VALUE RECEIVED, the undersigned, BERGEN BRUNSWIG DRUG COMPANY, a
California corporation (the "BORROWER"), promises to pay to the order of BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent (the "AGENT") for the
financial institutions as are or may become parties to the Credit Agreement
hereinafter referred to (collectively, the "LENDERS"), the principal sum of FOUR
HUNDRED MILLION DOLLARS ($400,000,000) or, if less, the aggregate unpaid
principal amount of all Bid Loans made by the Lenders pursuant to that certain
Amended and Restated Credit Agreement, dated as of September 30, 1994, as
amended (together with all further amendments and other modifications, if any,
from time to time thereafter made thereto, the "CREDIT AGREEMENT"), among the
Borrower, Bergen Brunswig Corporation, the Lenders, and the Agent, payable in
full on the Final Maturity Date.
The Borrower also promises to pay interest on the unpaid principal
amount hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates PER ANNUM and on the dates specified or otherwise provided in the Credit
Agreement.
Payments of both principal and interest are to be made in lawful money
of the United States of America in same day or immediately available funds to
the account designated by the Agent pursuant to the Credit Agreement.
This Note is the Bid Note referred to in, and evidences Indebtedness
incurred under, the Credit Agreement, to which reference is made for a statement
of the terms and conditions on which the Borrower is permitted and required to
make prepayments and repayments of principal of the Bid Loans evidenced by this
Note and on which such Loans may be declared to be or may become immediately due
and payable. Unless otherwise defined, terms used herein have the meanings
provided in the Credit Agreement.
- 1 -
<PAGE>
This Note evidences continuing Indebtedness evidenced by the Borrower's
Bid Note dated October 7, 1994 (the "PRIOR NOTE") and nothing contained or
implied in this Note shall be deemed or construed to have paid or satisfied the
Prior Note or any Indebtedness evidenced thereby.
All parties hereto, whether as makers, endorsers, or otherwise,
severally waive presentment for payment, demand, protest and notice of dishonor.
THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF NEW YORK.
BERGEN BRUNSWIG DRUG COMPANY
By________________________________
Title:
- 2 -
<PAGE>
<TABLE>
EXHIBIT A-2
BID LOANS AND PRINCIPAL PAYMENTS
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
Stated Amount of Unpaid
Amount of Maturity Principal Principal Notation
DATE BID LOAN MADE DATE REPAID BALANCE TOTAL MADE BY
- ---- ------------- -------- --------- --------- ----- -------
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
- 3 -
