SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
BERGEN BRUNSWIG CORPORATION
---------------------------
(Name of Issuer)
CLASS A COMMON STOCK, $1.50 PAR VALUE
-------------------------------------
(Title of Class of Securities)
083739102
--------------
(Cusip Number)
ARMANDO A. TABERNILLA, 4400 BISCAYNE BOULEVARD, MIAMI, FLORIDA 33137
(305) 575-6000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
AUGUST 15, 1997
------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial report on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 6
<PAGE>
- --------------------------------------- -----------------------------------
CUSIP NO. 083739102 13D PAGE 2 OF 6
- --------------------------------------- -----------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IVAX Corporation
I.R.S.# 16-1003559
- --------------------------------------------------------------------------------
2 Check the appropriate Box if a Member of a Group (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida, United States of America
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES ------------------------------------------------------
BENEFI- 8 SHARED VOTING POWER
CIALLY 0
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
The Schedule 13D previously filed by IVAX Corporation, a Florida
corporation ("IVAX"), with respect to the Class A Common Stock, par value $1.50
per share (the "Common Stock"), of Bergen Brunswig Corporation, a New Jersey
corporation (the "Issuer"), is amended and supplemented as follows:
Item 2. IDENTITY AND BACKGROUND.
Item 2 is amended and supplemented as follows:
Information as to the identity and background of the directors and
executive officers of IVAX is set forth in Appendix A attached hereto, which is
incorporated herein by reference.
Neither IVAX nor, to the best knowledge of IVAX, any of the directors,
executive officers or controlling persons of IVAX during the last five years,
(a) has been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors) or (b) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activity subject to,
federal or state securities laws or finding any violations with respect to such
laws.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is amended and supplemented as follows:
On August 15, 1997, the Issuer and IVAX agreed to settle the pending
litigation relating to the termination of the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of November 10, 1996, between, among others, the
Issuer and IVAX. Pursuant to the terms of the settlement, each of (i) the Stock
Option Agreement, dated November 10, 1996, between IVAX and the Issuer relating
to an option to purchase up to 30,177,347 shares of the common stock, par value
$.10 per share, of IVAX (the "IVAX Common Stock") granted to the Issuer by
IVAX, (ii) the Stock Option Agreement, dated as of November 10, 1996, between
the Issuer and IVAX relating to an option to purchase up to 9,953,076 shares of
Common Stock granted to IVAX by the Issuer, (iii) the Voting Agreement, dated as
of November 10, 1996, between IVAX and Robert E. Martini, pursuant to which Mr.
Martini agreed to vote his shares of Common Stock in favor of the transactions
contemplated by the Merger Agreement and (iv) the Voting Agreement, dated as of
November 10, 1996, between the Issuer and Dr. Phillip Frost, pursuant to which
Dr. Frost agreed to vote his shares of IVAX Common Stock in favor of the
transactions contemplated by the Merger Agreement were terminated.
Page 3 of 6
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
IVAX Corporation
/S/ ARMANDO A. TABERNILLA
----------------------------------
Date: November 13, 1997 Armando A. Tabernilla
Senior Vice President and
General Counsel, IVAX Corporation
Page 4 of 6
<PAGE>
APPENDIX A
The following information is set forth as to directors and persons who
may be deemed to be executive officers of IVAX.
<TABLE>
<CAPTION>
NAME EMPLOYER POSITION
AND POSITION AND --------
WITH IVAX ADDRESS
------------ --------
<S> <C> <C>
Mark Andrews American Exploration Chairman of the Board of
Director Company Directors and Chief
1331 Lamar Executive Officer
Houston, TX 77010
Ernst Biekert, Ph.D. University of Heidelberg Professor
Director Weinheimerstr. 21
Limburgerhof
Germany 67117
Jack Fishman, Ph.D IVAX Corporation Director
Director 4400 Biscayne Boulevard
Miami, FL 33137
Neil Flanzraich Heller, Ehrman, White and Attorney/Partner
Director McAuliffe
525 University Avenue
Suite 1106
Palo Alto, CA 94301
Phillip Frost, M.D. IVAX Corporation Chairman of the Board of
Chairman of the Board of 4400 Biscayne Boulevard Directors and Chief
Directors and Chief Miami, FL 33137 Executive Officer
Executive Officer
Jane Hsiao, Ph.D IVAX Corporation Vice Chairman-Technical
Director, Vice Chairman -- 4400 Biscayne Boulevard Affairs and Chief Technical
Technical Affairs and Chief Miami, FL 33137 Officer
Technical Officer
Isaac Kaye Norton Healthcare Ltd. Chief Executive Officer
Director, Deputy Chief Gemini House
Executive Officer Flex Meadow
Harlow
Essex, England CM19 5TJ
David R. Bethune IVAX Corporation President and Chief
President and Chief 4400 Biscayne Boulevard Operating Officer
Operating Officer Miami, FL 33137
Samuel Broder, M.D. IVAX Corporation Senior Vice President-
Senior Vice President -- 4400 Biscayne Boulevard Research and Development
Research and Development Miami, FL 33137 and Chief Scientific Officer
and Chief Scientific Officer
Page 5 of 6
<PAGE>
Thomas E. Beier IVAX Corporation Senior Vice President and
Senior Vice President - 4400 Biscayne Boulevard Chief Financial Officer
Finance and Chief Financial Miami, FL 33137
Officer
Rafick G. Henein, Ph.D Zenith Goldline President and Chief
Senior Vice President Pharmaceuticals, Inc. Executive Officer - Zenith
1900 W. Commercial Blvd. Goldline Pharmaceuticals,
Fort Lauderdale, FL 33309 Inc.
Michael Metzkes IVAX Corporation Vice President -- Accounting
Vice President -- Accounting 4400 Biscayne Boulevard and Corporate Comptroller
and Corporate Comptroller Miami, FL 33137
</TABLE>
Page 6 of 6
