UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BERGEN BRUNSWIG CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $1.50 PER SHARE
(Title of Class of Securities)
083739102
(CUSIP Number)
ROBERT D. WALTER
CARDINAL HEALTH, INC.
5555 GLENDON COURT
DUBLIN, OHIO 43016
(614) 717-5000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
DAVID A. KATZ
WACHTELL, LIPTON ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
AUGUST 23, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Sched-
ule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box / /.
Page 1 of 11 pages<PAGE>
CUSIP NO. 083739102 Page 2 of 11 Pages
SCHEDULE 13D
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cardinal Health, Inc.
31-0958666
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,028,163 shares of Common Stock.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CER-
TAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.6%.
Based upon 50,392,779 shares of Common Stock outstanding as
of July 31, 1997, as represented by Issuer, calculated pursu-
ant to Rule 13d-3(d)(1) and assuming, solely for purposes of
such calculation, that the option to purchase such shares has
been exercised.
14. TYPE OF REPORTING PERSON
HC, CO
Page 2 of 11 pages<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Class A Common Stock,
par value $1.50 per share ("Bergen Common Stock"), of Bergen Brun-
swig Corporation, a New Jersey corporation ("Bergen"). The prin-
cipal executive offices of Bergen are located at 4000 Metropolitan
Drive, Orange, California 92668.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Cardinal Health, Inc., an
Ohio corporation ("Cardinal"). Cardinal is a national health care
service provider, providing an array of value-added pharmaceutical
distribution services to a broad base of customers nationwide.
Through a number of wholly owned subsidiaries, Cardinal also pro-
vides a variety of pharmaceutical-related products and services.
Cardinal's principal executive offices are located at 5555 Glendon
Court, Dublin, Ohio 43016.
Each executive officer and each director of Cardinal is
a citizen of the United States. The name, business address and
present principal occupation of each executive officer and direc-
tor are set forth in Annex I to this Schedule 13D which is incor-
porated herein by this reference.
During the last five years, to the best of Cardinal's
knowledge, neither Cardinal nor any of its executive officers or
directors has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to
a civil proceeding of a judicial or administrative body of compe-
tent jurisdiction as a result of which Cardinal or such person was
or is subject to a judgment, decree or final order enjoining fu-
ture violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation
with respect to such laws, and which judgment, decree or final
order was not subsequently vacated.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Stock Option Agreement, dated as of Au-
gust 23, 1997, between Cardinal and Bergen (the "Stock Option
Agreement"), Bergen granted Cardinal an irrevocable option (the
"Option") to purchase from Bergen, under certain circumstances, up
to 10,028,163 authorized and unissued shares of Bergen Common
Stock, at a price of $48.29 per share (the "Purchase Price"), pay-
able in cash. In the event that any additional shares of Bergen
Common Stock are issued after the date of the Stock Option Agree-
ment (other than under certain circumstances set forth in the
Stock Option Agreement), the number of shares of Bergen Common
Stock that may be purchased under the Option will be adjusted so
that, after such issuance, it equals at least 19.9% of the number
of shares of Bergen Common Stock then issued and outstanding
(without considering any shares subject to or issued pursuant to
the Option).
Page 3 of 11 pages<PAGE>
As of the date hereof, the Option is not exercisable.
The shares of Bergen Common Stock subject to the Option would
equal 19.9% of the outstanding Bergen Common Stock before giving
effect to the exercise of the Option and 16.6% of the outstanding
Bergen Common Stock after giving effect to the exercise of the
Option. Under certain circumstances, Cardinal may require Bergen
to, or Bergen may be permitted to, repurchase for cash the Option
and any shares of Bergen Common Stock acquired pursuant to the
exercise of the Option.
The Option was granted by Bergen as a condition of and
in consideration for Cardinal entering into an Agreement and Plan of
Merger, dated as of August 23, 1997 (the "Merger Agreement"), by and
among Cardinal, Bergen and Bruin Merger Corp., a New Jersey
corporation and a wholly owned subsidiary of Cardinal ("Subcorp").
The exercise of the Option for the full number of shares
currently covered thereby would require aggregate funds of
$484,259,992, based on a Purchase Price of $48.29. It is antici-
pated that, should the Option become exercisable and should Cardi-
nal determine to exercise the Option, Cardinal would obtain the
funds for purchase from working capital or by borrowing from par-
ties whose identity is not yet known.
A copy of the Stock Option Agreement is filed as Exhibit
2.2 to this Schedule 13D and is incorporated herein by this refer-
ence. The foregoing description of the Stock Option Agreement is
qualified in its entirety by reference to such exhibit.
ITEM 4. PURPOSE OF TRANSACTION.
In connection with the execution of the Stock Option
Agreement, Cardinal, Subcorp and Bergen entered into the Merger
Agreement, pursuant to which, among other matters and subject to
the terms and conditions set forth in the Merger Agreement, Sub-
corp will merge with and into Bergen, with Bergen as the surviving
corporation of the merger (the "Merger"). The Option was granted by
Bergen as a condition of and in consideration for Cardinal entering
into the Merger Agreement. Consummation of the Merger is subject to
certain conditions, including: (i) receipt of the approval of the
Merger Agreement by the holders of a majority of the shares of Bergen
Common Stock present and voting at the meeting of Bergen shareholders
called for such purpose; (ii) receipt of the approval by the holders
of the majority of the outstanding common shares, without par value,
of Cardinal (the "Cardinal Common Shares") of an increase in the
number of authorized Cardinal Common Shares and the issuance of
Cardinal Common Shares issuable in the Merger and the transactions
contemplated by the Merger Agreement; (iii) expiration or termination
of all waiting periods applicable to the consummation of the Merger
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended; (iv) registration of the Cardinal Common Shares to be
issued in the Merger under the Securities Act of 1933, as amended;
(v) receipt by Cardinal of an accountant's letter confirming that
Page 4 of 11 pages<PAGE>
the Merger will qualify as a pooling of interests transaction for
financial reporting purposes; and (vi) satisfaction of certain
other conditions. Pursuant to the Merger Agreement, upon consum-
mation of the Merger, (a) the officers of Bergen will be the of-
ficers of the surviving corporation in the Merger, (b) the direc-
tors of Subcorp will be the directors of the surviving corporation
in the Merger, (c) each share of Bergen Common Stock will be con-
verted into 0.7750 of a Cardinal Common Share, with cash paid in
lieu of receipt of fractional Cardinal Common Shares, and (d) at
the effective time of the Merger, the Certificate of Incorporation
and Bylaws of Bergen, as the surviving corporation, will be
amended to be identical (save for the name of the corporation) to
those of Subcorp. Upon consummation of the Merger, the Bergen
Common Stock will be delisted from the NYSE.
The Merger Agreement provides that the Board of Direc-
tors of Cardinal will take all action necessary immediately fol-
lowing the effective time of the Merger (the "Effective Time") to
elect each of Robert E. Martini and Donald R. Roden and two other
persons from the Board of Directors of Bergen as of the date of
the Merger Agreement (designated by Robert E. Martini and reason-
ably acceptable to Cardinal) as a director of Cardinal effective
as of the Effective Time. The Merger Agreement also provides that
the Board of Directors of Cardinal will take all action necessary
immediately following the Effective Time to (i) elect Robert E.
Martini as the Chairman of the Board of Cardinal; (ii) elect Rob-
ert D. Walter as the Chairman of the Executive Committee of the
Board of Directors of Cardinal; (iii) reformulate the Executive
Committee of the Cardinal Board of Directors by appointing each of
Robert D. Walter, Robert E. Martini, Donald R. Roden and three
other members designated by Robert D. Walter to the Executive Com-
mittee of the Board of Directors of Cardinal; and (iv) elect
Donald R. Roden as Co-President of Cardinal, effective as of the
Effective Time, to hold such offices until his successor is
elected and qualified, subject to being reelected or reappointed
to such positions at the discretion of Cardinal's Board of Direc-
tors.
A copy of the Merger Agreement is filed as Exhibit 2.1
to this Schedule 13D and is incorporated herein by this reference.
The foregoing description of the Merger Agreement is qualified in
its entirety by reference to such exhibit.
Except as set forth herein, Cardinal does not have any
current plans or proposals that relate to or would result in (i)
the acquisition by any person of additional shares of Bergen Com-
mon Stock or the disposition of shares of Bergen Common Stock;
(ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Bergen or any of its sub-
sidiaries; (iii) a sale or transfer of any material amount of as-
sets of Bergen or any of its subsidiaries; (iv) any change in the
present board of directors or management of Bergen, including any
plans or proposals to change the number or term of directors or to
fill any vacancies on the board; (v) any material change in the
Page 5 of 11 pages<PAGE>
present capitalization or dividend policy of Bergen; (vi) any
other material change in Bergen's business or corporate structure;
(vii) any change in Bergen's Certificate of Incorporation or By-
laws, or instruments corresponding thereto, or other actions that
may impede the acquisition of control of Bergen by any person;
(viii) causing a class of securities of Bergen to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered na-
tional securities association; (ix) a class of equity securities
of Bergen becoming eligible for termination of registration pursu-
ant to Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or (x) any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Although the Option does not allow Cardinal to purchase
any shares of Bergen Common Stock pursuant thereto unless and un-
til the conditions to exercise specified in the Stock Option
Agreement occur, assuming for purposes of this Item 5 that such
conditions are satisfied and Cardinal is entitled to purchase
shares of Bergen Common Stock pursuant to the Option, Cardinal
would currently be entitled to purchase 10,028,163 shares of Ber-
gen Common Stock, or approximately 19.9% of the currently out-
standing Bergen Common Stock before giving effect to the exercise
of the Option and 16.6% of the currently outstanding Bergen Common
Stock after giving effect to the exercise of the Option (based
upon 50,392,779 shares of Bergen Common Stock outstanding as of
July 31, 1997, as represented by Bergen in the Merger Agreement).
Cardinal does not have the right to acquire any shares
of Bergen Common Stock under the Option unless certain events
specified in the Stock Option Agreement occur. Accordingly, Car-
dinal does not have sole or shared voting or dispositive power
with respect to any shares of Bergen Common Stock purchasable un-
der the Option, and Cardinal disclaims beneficial ownership of
Bergen Common Stock subject to the Option until such events occur.
Assuming for purposes of this Item 5 that events occurred that
would enable Cardinal to exercise the Option and Cardinal exer-
cised the Option, Cardinal would have sole voting power and sole
dispositive power with respect to the shares of Bergen Common
Stock acquired pursuant to the Option.
The foregoing description of certain terms of the Stock
Option Agreement is qualified in its entirety by reference to the
Stock Option Agreement which is filed as Exhibit 2.2 hereto and
which is incorporated herein by this reference.
To the best of Cardinal's knowledge, no executive of-
ficer or director of Cardinal beneficially owns any shares of Ber-
gen Common Stock, nor (except for the issuance of the Option) have
any transactions in Bergen Common Stock been effected during the
past 60 days by Cardinal or, to the best knowledge of Cardinal, by
any executive officer or director of Cardinal. In addition, no
Page 6 of 11 pages<PAGE>
other person is known by Cardinal to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities covered by this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Robert E. Martini, Chairman of Bergen, has entered into
an agreement with Cardinal pursuant to which, among other matters,
he has agreed (i) to vote all of the shares of Bergen Common Stock
beneficially owned by him or over which he has voting power or
control to approve the Merger and the Merger Agreement, and (ii)
not to vote such shares in favor of any other recapitalization,
merger, consolidation or other business combination involving Ber-
gen, or acquisition of any capital stock from Bergen (other than
upon exercise of stock options which are outstanding as of the
date of the Agreement and other than to the extent specifically
permitted by the Merger Agreement) or 15% or more of the assets of
Bergen and its subsidiaries, taken as a whole, in a single trans-
action or a series of related transactions, or any acquisition by
Bergen of any material assets or capital stock of any other person
(other than to the extent specifically permitted by the Merger
Agreement), or any combination of the foregoing.
Mr. Martini is estimated to have voting power over ap-
proximately 5.5% of the outstanding shares of Bergen Common Stock,
based upon 50,392,779 shares of Bergen Common Stock outstanding as
of July 31, 1997, as represented by Bergen in the Merger Agree-
ment. A copy of the Support/Voting Agreement, dated August 23,
1997, executed by Mr. Martini (the "Support/Voting Agreement") is
filed as Exhibit 3.1 to this Schedule 13D and is incorporated
herein by this reference. The foregoing description of the
Support/Voting Agreement is qualified in its entirety by reference
to such exhibit.
A copy of the Merger Agreement is filed as Exhibit 2.1
to this Schedule 13D and is incorporated herein by this reference.
See Item 4.
A copy of the Stock Option Agreement is filed as Exhibit
2.2 to this Schedule 13D and is incorporated herein by this refer-
ence. See Items 3 and 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed as part of this Sched-
ule 13D:
Exhibit 2.1 -- Agreement and Plan of Merger, dated as of August
23, 1997, among Cardinal Health, Inc., Bruin Merger
Corp., and Bergen Brunswig Corporation, filed as
Exhibit 99.1 to the Current Report on Form 8-K/A
(Amendment No. 1) of Cardinal Health, Inc. dated
Page 7 of 11 pages<PAGE>
August 23, 1997 and filed August 27, 1997, is in-
corporated here by reference.
Exhibit 2.2 -- Stock Option Agreement, dated August 23, 1997, be-
tween Cardinal Health, Inc. and Bergen Brunswig
Corporation, filed as Exhibit 99.2 to the Current
Report on Form 8-K of Cardinal Health, Inc. dated
August 23, 1997 and filed August 26, 1997, is in-
corporated herein by reference.
Exhibit 3.1 -- Support/Voting Agreement, dated August 23, 1997,
between Robert E. Martini and Cardinal Health,
Inc., filed as Exhibit 99.3 to the Current Report
on Form 8-K of Cardinal Health, Inc. dated August
23, 1997 and filed August 26, 1997, is incorporated
herein by reference.
Page 8 of 11 pages<PAGE>
ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below are the name and present principal oc-
cupation of each director and executive officer of Cardinal
Health, Inc. as of August 23, 1997. The business address of each
such director and executive officer is c/o Cardinal Health, Inc.,
5555 Glendon Court, Dublin, Ohio 43016.
NAME PRINCIPAL OCCUPATION
DIRECTORS
OF CARDINAL
HEALTH, INC.:
John F. Finn Chairman and Chief Executive Of-
ficer of Gardner, Inc., an outdoor
power equipment distributor.
Robert L. Gerbig President and Chief Executive Of-
ficer of Gerbig, Snell/Weisheimer
& Associates, Inc., an advertising
agency.
John F. Havens Retired Chairman and Director
Emeritus of Banc One Corporation,
a bank holding company.
Regina E. Herzlinger Professor, Harvard University
Graduate School of Business Admin-
istration.
John C. Kane President and Chief Operating Of-
ficer of Cardinal Health, Inc.
J. Michael Losh Executive Vice President and Chief
Financial Officer of General Mo-
tors Corporation, a manufacturer
of automobiles.
George R. Manser Chairman of Uniglobe Travel (Capi-
tal Cities) Inc. and Director of
Corporate Finance of Uniglobe
Travel (U.S.A.) LLC, travel plan-
ning services companies.
John B. McCoy Chairman and Chief Executive Of-
ficer of Banc One Corporation, a
bank holding company.
Jerry E. Robertson Retired Executive Vice President
of the Life Sciences Sector and
Corporate Services of Minnesota
Mining & Manufacturing Company, a
Page 9 of 11 pages<PAGE>
manufacturer of industrial commercial,
health care and consumer products.
L. Jack Van Fossen Retired President and Chief Execu-
tive Officer of Red Roof Inns,
Inc., a lodging company.
Robert D. Walter Chairman and Chief Executive Of-
ficer of Cardinal Health, Inc.
Melburn G. Whitmire Vice Chairman of Cardinal Health,
Inc.
EXECUTIVE OFFICERS
OF CARDINAL HEALTH, INC.
(WHO ARE NOT DIRECTORS):
David A. Abrahamson Executive Vice President; Presi-
dent - Medicine Shoppe.
David Bearman Executive Vice President and Chief
Financial Officer.
George H. Bennett, Jr. Executive Vice President, General
Counsel and Secretary.
Lisa M. Dolin Senior Vice President - Specialty
Companies.
Daniel F. Gerner Executive Vice President; Presi-
dent - PCI Services, Inc.
James F. Millar Executive Vice President; Group
President - Cardinal Distribution.
Richard J. Miller Vice President, Controller and
Principal Accounting Officer.
Robert J. Zollars Executive Vice President; Group
President - Pharmacy Automation
and Management.
Page 10 of 11 pages<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
CARDINAL HEALTH, INC.
By:/s/ George H. Bennett, Jr.
Name: George H. Bennett, Jr.
Title: Executive Vice President,
General Counsel and Secretary
Dated: August 29, 1997
Page 11 of 11 pages<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
2.1 Agreement and Plan of
Merger, dated as of August 23,
1997, among Cardinal Health, Inc.,
Bruin Merger Corp., and Bergen
Brunswig Corporation, filed as
Exhibit 99.1 to the Current
Report on Form 8-K/A (Amendment
No. 1) of Cardinal Health, Inc.
dated August 23, 1997 and filed
August 27, 1997, is incorporated
herein by reference.
2.2 Stock Option Agreement, dated
August 23, 1997, between
Cardinal Health, Inc. and
Bergen Brunswig Corporation,
filed as Exhibit 99.2 to the
Current Report on Form 8-K
of Cardinal Health, Inc. dated
August 23, 1997 and filed
August 26, 1997, is incorporated
herein by reference.
3.1 Support/Voting Agreement, dated
August 23, 1997, between Robert E.
Martini and Cardinal Health, Inc.,
filed as Exhibit 99.3 to the
Current Report on Form 8-K of
Cardinal Health, Inc. dated
August 23, 1997 and filed August
26, 1997, is incorporated
herein by reference.
