================================================================================
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
For the fiscal quarter ended December 31, 1996
----------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 92868-3510
- --------------------------------------------- ----------------------
(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 January 31, 1997
---------------------------- -----------------------------
<S> <C>
Class A Common Stock -
par value $1.50 per share 40,098,131
</TABLE>
================================================================================
INDEX TO EXHIBITS FOUND ON PAGE 14.
1
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
INDEX
-----
Page No.
--------
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets, December
31, 1996 and September 30, 1996 3
Statements of Consolidated Earnings
for the three months ended December
31, 1996 and 1995 4
Statements of Consolidated Cash Flows
for the three months ended
December 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 9
Part II. Other Information
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
Index to Exhibits 14
2
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BERGEN BRUNSWIG CORPORATION
---------------------------
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND SEPTEMBER 30, 1996
(dollars in thousands)
(Unaudited)
<CAPTION>
====================================================================================================================================
December 31, September 30, LIABILITIES AND December 31, September 30,
- - ASSETS - - 1996 1996 - - SHAREOWNERS' EQUITY - - 1996 1996
====================================================================================================================================
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS: CURRENT LIABILITIES:
Cash and cash equivalents .......... $ -- $ 21,408 Accounts payable ....................... $1,320,076 $1,249,167
Accounts and notes receivable, Accrued liabilities .................... 88,614 92,005
less allowance for doubtful Customer credit balances ............... 147,764 133,282
receivables: $27,330 at Deferred income taxes .................. 15,649 16,006
December 31, 1996 and $23,459 Current portion of
at September 30, 1996 ........... 721,859 667,255 long-term obligations ................ 1,125 1,125
Inventories ........................ 1,307,034 1,220,975 ---------- ----------
Income taxes receivable ............ 1,163 13,915 Total current liabilities ..... 1,573,228 1,491,585
Prepaid expenses ................... 10,468 8,656 ---------- ----------
---------- ---------- LONG-TERM OBLIGATIONS:
Total current assets ...... 2,040,524 1,932,209 7 3/8% senior notes .................... 149,328 149,300
---------- ---------- 7 1/4% senior notes .................... 99,705 99,696
Revolving bank loan payable ............ 132,000 120,000
7% convertible subordinated debentures . 20,609 20,609
6 7/8% exchangeable
subordinated debentures ............. 8,425 8,425
PROPERTY - at cost: Deferred income taxes .................. 3,146 3,489
Land ............................... 12,452 12,452 Other .................................. 18,125 17,756
Building and leasehold improvements 80,159 79,048 ---------- ----------
Equipment and fixtures ............. 165,914 163,827 Total long-term obligations ... 431,338 419,275
---------- ---------- ---------- ----------
Total property ............ 258,525 255,327 SHAREOWNERS' EQUITY:
Less accumulated depreciation Capital stock:
and amortization ................. 118,931 112,600 Preferred - authorized 3,000,000
---------- ---------- shares; issued: none ............. -- --
Property - net ............ 139,594 142,727 Class A Common - authorized
---------- ---------- 100,000,000 shares; issued:
44,446,378 shares at December
31, 1996 and 44,416,940 shares
at September 30, 1996 ............ 66,670 66,626
Paid-in capital ........................ 167,784 167,308
Net unrealized gain on investments,
OTHER ASSETS: net of income tax of $15 at
Excess of cost over net assets December 31, 1996 and $231 at
of acquired companies .......... 336,626 339,030 September 30, 1996 .................. 24 363
Investments ........................ 6,622 5,161 Retained earnings ...................... 445,946 432,580
Noncurrent receivables ............. 10,806 9,939 ---------- ----------
Deferred charges and other assets .. 62,907 60,760 Total ............................... 680,424 666,877
---------- ---------- Less Treasury shares at cost:
Total other assets ........ 416,961 414,890 4,354,560 shares at December 31,
---------- ---------- 1996 and 4,354,558 shares at
September 30, 1996 .................. 87,911 87,911
---------- ----------
Total shareowners' equity ..... 592,513 578,966
---------- ----------
TOTAL ASSETS ......................... $2,597,079 $2,489,826 TOTAL LIABILITIES AND SHAREOWNERS' EQUITY $2,597,079 $2,489,826
========== ========== ========== ==========
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
3
</TABLE>
<PAGE>
<TABLE>
BERGEN BRUNSWIG CORPORATION
---------------------------
STATEMENTS OF CONSOLIDATED EARNINGS
FOR THE THREE MONTHS ENDED
DECEMBER 31, 1996 AND 1995
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(Unaudited)
<CAPTION>
===========================
1996 1995
===========================
<S> <C> <C>
Net sales and other revenues $ 2,822,122 $ 2,377,362
------------ ------------
Costs and expenses:
Cost of sales 2,668,146 2,243,135
Distribution, selling, general
and administrative expenses 116,314 99,254
------------ ------------
Total costs and expenses 2,784,460 2,342,389
------------ ------------
Operating earnings 37,662 34,973
Net interest expense 6,588 8,030
------------ ------------
Earnings before taxes on income 31,074 26,943
Taxes on income 12,896 11,316
------------ ------------
Net earnings $ 18,178 $ 15,627
============ ============
Earnings per common and
common equivalent share $ .45 $ .39
============ ============
Cash dividends per share
of Class A Common Stock $ .120 $ .120
============ ============
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
4
</TABLE>
<PAGE>
<TABLE>
BERGEN BRUNSWIG CORPORATION
---------------------------
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE THREE MONTHS ENDED
DECEMBER 31, 1996 AND 1995
(in thousands)
(Unaudited)
<CAPTION>
======================
1996 1995
======================
<S> <C> <C>
Operating Activities
Net earnings $ 18,178 $ 15,627
Adjustments to reconcile net earnings to net cash
flows from operating activities:
Provision for doubtful accounts 2,963 1,512
Depreciation and amortization of property 6,621 5,996
Deferred compensation 515 561
Amortization of customer lists 437 437
Amortization of excess of cost over
net assets of acquired companies 2,427 2,409
Deferred income taxes (484) 81
Amortization of original issue discount on senior notes 37 50
Amortization of other intangible assets 558 348
Effects of changes on:
Receivables (58,434) 26,343
Inventories (86,059) 3,235
Prepaid expenses and other assets (4,946) 683
Accounts payable 70,909 27,897
Accrued liabilities (3,391) (5,255)
Customer credit balances 14,482 28,100
Income taxes receivable 12,752 11,689
--------- ---------
Net cash flows from operating activities (23,435) 119,713
--------- ---------
Investing Activities
(Purchase) sale of other investments (2,016) 139
Property acquisitions (3,488) (5,897)
--------- ---------
Net cash flows from investing activities (5,504) (5,758)
--------- ---------
Financing Activities
Proceeds from revolving bank loan 12,000 --
Repayment of revolving bank loan -- (49,000)
Repayment of other obligations (177) (191)
Redemption of convertible subordinated debentures -- (305)
Shareowners' equity transactions:
Exercise of stock options 520 591
Cash dividends on Common Stock (4,812) (4,781)
--------- ---------
Net cash flows from financing activities 7,531 (53,686)
--------- ---------
Net (decrease) increase in cash and cash equivalents (21,408) 60,269
Cash and cash equivalents at beginning of period 21,408 64,400
--------- ---------
Cash and cash equivalents at end of period $ -- $ 124,669
========= =========
Supplemental Cash Flow Disclosures
Cash paid during the period for:
Interest $ 5,298 $ 5,369
Income taxes 2,398 174
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
5
</TABLE>
<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 one of the
largest pharmaceutical distributors 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 accompanying unaudited interim consolidated financial statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC") for reporting on Form 10-Q and do not include
all of the information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles. The accompanying unaudited interim consolidated
financial statements should be read in conjunction with the audited
Consolidated Financial Statements and Notes to Consolidated Financial
Statements contained in the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1996. Certain reclassifications have been
made in the consolidated financial statements and notes to conform to
fiscal 1997 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. The Company's credit agreement (the "Credit Agreement") allows borrowings
of up to $400 million and also allows borrowings under discretionary credit
lines ("discretionary lines") outside of the Credit Agreement. Outstanding
borrowings under the Credit Agreement including discretionary lines were
$132 million at December 31, 1996 and averaged $112 million during the
three months then ended.
The Company filed a shelf registration statement with the SEC 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
6
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
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. No offering has occurred
since the effective date of the registration statement. Any offering of
such securities shall be made only by means of a prospectus.
C. 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).
Earnings per share are based upon 40,429,450 shares and 40,086,995 shares
for the three months ended December 31, 1996 and 1995, respectively.
D. On November 11, 1996, the Company announced that it had entered into a
definitive merger agreement with IVAX Corporation ("IVAX"). IVAX,
headquartered in Miami, Florida, is a holding company with subsidiaries
engaged in the research, development, manufacture and distribution of
health care products, including generic and branded pharmaceuticals,
intravenous solutions and related products, and in vitro diagnostics. The
agreement, which has been unanimously approved by the board of directors of
the Company and of IVAX, calls for the formation of a new combined company
to be known as BBI Healthcare Corporation ("BBI"), which will be
headquartered in Miami, Florida. Under the agreement, BBI will acquire both
the Company and IVAX through an exchange of common stock, whereby IVAX
shareowners will receive 0.42 shares of common stock of BBI for each share
of IVAX common stock and the Company's shareowners will receive 1.00 share
of BBI common stock for each share of Class A Common Stock of the Company.
After the merger, BBI is expected to have approximately 91 million shares
outstanding of which the Company's and IVAX' shareowners will hold
approximately 44% and 56%, respectively. The merger is expected to be
accounted for as a pooling of interests, and is expected to be tax-free to
shareowners.
On January 29, 1997, the Company and IVAX filed a preliminary joint proxy
statement with the SEC regarding the proposed merger and relating to the
shares of BBI to be issued in the merger. The proxy statement was filed on
a confidential basis and will not be made publicly available until a
registration statement incorporating the proxy statement is filed with the
SEC or until the parties otherwise determine to withdraw their request for
confidential treatment. Consummation of the merger remains subject to the
effectiveness of the registration statement, approval of the Company's and
IVAX' shareowners, and the satisfaction of certain other conditions
contained in the merger agreement. The merger is expected to close during
the second quarter of fiscal 1997.
7
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
A registration statement relating to securities to be issued in the merger
will be filed with the SEC. These securities may not be sold, nor may
offers to buy be accepted, prior to the time of the registration statement
becomes effective. This quarterly report shall not constitute an offer to
sell or the solicitation of an offer to buy, or shall there be any sale of
these securities in any state in which such offer, solicitation or sale
would be unlawful, prior to registration or qualification under the
securities laws of any such state.
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 first three months of fiscal 1997 are not necessarily
indicative of results to be expected for the full year.
8
<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 December 31, 1996, net sales and other revenues increased
19%, while operating earnings and pre-tax earnings increased 8% and 15%,
respectively, from the quarter ended December 31, 1995.
Substantially all of the net sales and other revenues increase reflects internal
growth within both the Company's existing pharmaceutical and medical-surgical
supply distribution businesses.
Earnings per share for the first quarter of fiscal 1997 increased 15% compared
to the first quarter of the prior year, on an increase of 1% in the average
number of common and common equivalent shares outstanding.
Cost of sales increased 19% from the first quarter a year ago, due mainly to the
Company's increased sales levels. The overall gross profit as a percent of net
sales and other revenues for the first quarter of fiscal 1997 decreased as a
result of a decrease in gross margins due to continued price competition and a
change in customer mix in the Company's pharmaceutical distribution business,
partially offset by a higher mix of 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 and medical-surgical supply
business during the fiscal year ending September 30, 1997 because of continued
price competition influenced by large customers. The Company expects that these
pressures on operating margins 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 more efficient operations.
DSG&A increased 17% over the prior year quarter, while net sales and other
revenues increased 19% over the prior year period. These expenses decreased as a
percent of net sales and other revenues from 4.2% in the first quarter of fiscal
1996 to 4.1% in the first quarter of fiscal 1997. The decreased DSG&A as a
percentage of net sales and other revenues in the current year quarter reflects
continued operating efficiencies, including the positive effects of the
continuing consolidation of distribution locations.
9
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Continued)
Net interest expense decreased from $8.0 million to $6.6 million for the first
quarter of fiscal 1997, primarily due to decreased interest on the $100 million
5 5/8% Senior Notes which were repaid on January 15, 1996, and decreased
borrowings under the Credit Agreement.
Liquidity and Capital Resources
- -------------------------------
At December 31, 1996, capitalization consisted of 41% debt and 59% equity, the
same as at September 30, 1996. Borrowings under the Credit Agreement were $132.0
million and $120.0 million at December 31, 1996 and September 30, 1996,
respectively. Cash and cash equivalents at December 31, 1996 decreased $21.4
million from September 30, 1996, primarily as a result of a decrease in net cash
flows from operating activities (principally due to anticipated increases in
both accounts receivable and in investment in inventory, net of trade accounts
payable), partially offset by increased borrowings under the Credit Agreement.
Capital expenditures for the three months ended December 31, 1996 were $3.5
million and relate principally to additional investment in existing locations,
including the acquisition of automated warehouse equipment and additional
investments in data processing equipment.
The Company filed a shelf registration statement with the Securities and
Exchange Commission ("SEC") 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 amount
of $400 million. No offering has occurred since the effective date of the
registration statement. See Note B of Notes to Consolidated Financial Statements
in Part I, Item 1 of this Quarterly Report.
On November 11, 1996, the Company announced that it had entered into a
definitive merger agreement with IVAX Corporation ("IVAX"). IVAX, headquartered
in Miami, Florida, is a holding company with subsidiaries engaged in the
research, development, manufacture and distribution of health care products,
including generic and branded pharmaceuticals, intravenous solutions and related
products, and in vitro diagnostics. The agreement, which has been unanimously
approved by the board of directors of the Company and of IVAX, calls for the
formation of a new combined company to be known as BBI Healthcare Corporation
("BBI"), which will be headquartered in Miami, Florida. Under the agreement, BBI
will acquire both the Company and IVAX through an exchange of common stock,
where IVAX shareowners will receive 0.42 shares of common stock of BBI for each
share of IVAX common stock and the Company's shareowners will receive 1.00 share
of BBI common stock for each share of Class A Common Stock of the Company. After
the merger, BBI is expected to have approximately 91 million shares outstanding
of which the Company's and IVAX' shareowners will hold approximately 44% and
56%, respectively. The merger is expected to be accounted for as a pooling of
interests, and is expected to be tax-free to shareowners.
10
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Continued)
On January 29, 1997, the Company and IVAX filed a preliminary joint proxy
statement with the SEC regarding the proposed merger and relating to shares of
BBI to be issued in the merger. The proxy statement was filed on a confidential
basis and will not be made publicly available until a registration statement
incorporating the proxy is filed with the SEC or until the parties otherwise
determine to withdraw their request for confidential treatment. Consummation of
the merger remains subject to the effectiveness of the registration statement,
approval of the Companys and IVAX shareowners, and the satisfaction of certain
other conditions contained in the merger agreement. The merger is expected to
close during the second quarter of fiscal 1997. See Note D of Notes to
Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report.
Cash dividends on Class A Common Stock amounted to $4.8 million for both the
three months ended December 31, 1996 and 1995.
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.
11
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no new developments in the legal proceedings as
previously reported in Part I, Item 3 of the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1996 filed with the
Securities and Exchange Commission on December 30, 1996.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
--------
11 Computation of earnings per share for the three months ended
December 31, 1996 and 1995.
27 Financial Data Schedule for the three months ended December 31,
1996.
(b) REPORTS ON FORM 8-K:
On November 12, 1996, a Current Report on Form 8-K, dated November 10,
1996, was filed reporting under Item 5, the execution of a definitive
merger agreement with IVAX Corporation.
12
<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/ Donald R. Roden
------------------------------------
Donald R. Roden
President and Chief Executive Officer
(Principal Executive Officer)
By /s/ Neil F. Dimick
------------------------------------
Neil F. Dimick
Executive Vice President,
Chief Financial Officer
(Principal Financial Officer)
February 14, 1997
13
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
INDEX TO EXHIBITS
-----------------
EXHIBIT NO. PAGE NO.
- ----------- --------
11 Computation of earnings per share for the three months ended 15
December 31, 1996 and 1995.
27 Financial Data Schedule for the three months ended 16
December 31, 1996.
14
<TABLE>
EXHIBIT 11
BERGEN BRUNSWIG CORPORATION
---------------------------
COMPUTATION OF EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED
DECEMBER 31, 1996 AND 1995
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
<CAPTION>
============================
1996 1995
============================
<S> <C> <C>
DATA AS TO EARNINGS - NET EARNINGS $ 18,178 $ 15,627
============ ============
DATA AS TO NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES:
Weighted average number of shares of Class A
Common Stock outstanding 40,083,468 39,852,775
Common equivalent shares assuming issuance
of shares represented by outstanding
employees' stock options:
Additional shares assumed to be issued 1,870,185 1,420,533
Reduction of such additional shares assuming
proceeds invested in treasury stock (at
average market prices during each period) (1,524,203) (1,186,313)
------------ ------------
Average number of common and common
equivalent shares outstanding 40,429,450 40,086,995
============ ============
EARNINGS PER COMMON AND COMMON
EQUIVALENT SHARE OUTSTANDING $ .45 $ .39
============ ============
<FN>
Reference is made to Note C in the accompanying Notes to Consolidated Financial Statements.
</FN>
15
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF BERGEN BRUNSWIG CORPORATION FOR
THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 749,189
<ALLOWANCES> 27,330
<INVENTORY> 1,307,034
<CURRENT-ASSETS> 2,040,524
<PP&E> 258,525
<DEPRECIATION> 118,931
<TOTAL-ASSETS> 2,597,079
<CURRENT-LIABILITIES> 1,573,228
<BONDS> 431,338
<COMMON> 66,670
0
0
<OTHER-SE> 525,843
<TOTAL-LIABILITY-AND-EQUITY> 2,597,079
<SALES> 0
<TOTAL-REVENUES> 2,822,122
<CGS> 2,668,146
<TOTAL-COSTS> 2,784,460
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,588
<INCOME-PRETAX> 31,074
<INCOME-TAX> 12,896
<INCOME-CONTINUING> 18,178
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,178
<EPS-PRIMARY> 0.45
<EPS-DILUTED> 0.45
</TABLE>
