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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 20, 1997
BERGEN BRUNSWIG CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
NEW JERSEY 1-5110 22-1444512
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification Number)
4000 METROPOLITAN DRIVE, ORANGE, CALIFORNIA 92868
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(Address of principal executive offices including zip code)
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Registrant's telephone number, including area code: (714) 385-4000
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ITEM 5. OTHER EVENTS
On March 20, 1997, Bergen Brunswig Corporation, a New Jersey corporation
(the "Company"), terminated the Agreement and Plan of Merger, dated as of
November 10, 1996 (the "Merger Agreement"), among BBI Healthcare Corporation, a
Delaware corporation ("BBI"), IVAX Corporation, a Florida corporation ("IVAX"),
the Company, BBI-I Sub, Inc., a Florida corporation and a wholly owned
subsidiary of BBI, and BBI-B Sub, Inc., a New Jersey corporation and a wholly
owned subsidiary of BBI. A press release announcing the termination of the
Merger Agreement is filed as Exhibit 99.1 and is incorporated by reference
herein.
In connection with the termination of the Merger Agreement, the Company
intends to file a lawsuit against IVAX in the United States District Court for
the Southern District of New York alleging, among other things, various
breaches of the Merger Agreement.
ITEM 7(C). EXHIBITS
99.1 Press release dated March 20, 1997 announcing the termination of the
Agreement and Plan of Merger, dated as of November 10, 1996, among BBI
Healthcare Corporation, IVAX Corporation, Bergen Brunswig Corporation,
BBI-I Sub, Inc. and BBI-B Sub, Inc.
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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
Registrant
By /S/ MILAN A. SAWDEI
Name: Milan A. Sawdei
Title: Executive Vice President,
Chief Legal Officer and
Secretary
Date: March 20, 1997
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press release dated March 20, 1997 announcing the termination
of the Agreement and Plan of Merger, dated as of November 10,
1996, among BBI Healthcare Corporation, IVAX Corporation,
Bergen Brunswig Corporation, BBI-I Sub, Inc. and BBI-B Sub,
Inc.
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Exhibit 99.1
BERGEN BRUNSWIG CORPORATION
Lisa Riordan
Director, Investor Relations
(800) 840-5131
BERGEN BRUNSWIG TERMINATES MERGER AGREEMENT WITH IVAX
ORANGE, CA, March 20, 1997 Bergen Brunswig Corp. today announced that it has
terminated its previously announced merger agreement with IVAX Corp. In
connection with the termination, Bergen Brunswig intends to file, on Friday
, March 21, 1997, a lawsuit against IVAX in the United States District
Court for the Southern District of New York alleging, among other things,
various breaches of the merger agreement.
In making the announcement, Donald R. Roden, president and chief
executive officer of Bergen Brunswig, said:" One of Bergen Brunswig's central
strategies is to pursue opportunities to manage supply channel costs, creating
value for customers and producing a higher return to our shareowners. The
success of this strategy is exemplified by our record fiscal 1996 and the
promising start to fiscal 1997. Bergen Brunswig is well positioned to continue
delivering this strong performance. Notwithstanding the termination of the
IVAX agreement, we will continue to pursue our strategy, recognizing the
valuable role that generics play."
Bergen Brunswig Corporation, with national distribution of both
pharmaceuticals and medical-surgical supplies, serves its customer base--chain
and independent pharmacies, hospitals, HMOs, nursing homes, clinics, and
physician groups--with innovative logistics management programs that help them
grow efficiently, improve the cost effectiveness of their operations and
further support their focus on patient/consumer care.
Bergen Brunswig news releases are available at no charge through the
company's Faxline. To receive a directory of available releases, call (800)
344-7508 and follow the voice-prompt instructions.
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