================================================================================
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 JUNE 30, 1997
------------------
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 July 31, 1997
------------------------------ ----------------------------
<S> <C>
Class A Common Stock -
par value $1.50 per share 50,392,779
</TABLE>
INDEX TO EXHIBITS FOUND ON PAGE 15.
1
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
INDEX
-----
PAGE NO.
--------
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets, June
30, 1997 and September 30, 1996 3
Statements of Consolidated Earnings
for the third quarter and nine months
ended June 30, 1997 and 1996 4
Statements of Consolidated Cash
Flows for the nine months ended
June 30, 1997 and 1996 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 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
Index to Exhibits 15
2
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BERGEN BRUNSWIG CORPORATION
---------------------------
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997 AND SEPTEMBER 30, 1996
(dollars in thousands)
(Unaudited)
<CAPTION>
====================================================================================================================================
June 30, September 30, LIABILITIES AND June 30, September 30,
- - ASSETS - - 1997 1996 - - SHAREOWNERS' EQUITY - - 1997 1996
====================================================================================================================================
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS: CURRENT LIABILITIES:
Cash and cash equivalents.......... $ 18,647 $ 21,408 Accounts payable........................ $1,328,247 $1,249,167
Accounts and notes receivable, Accrued liabilities..................... 71,677 92,005
less allowance for doubtful Customer credit balances................ 139,732 133,282
receivables: $27,779 at June Deferred income taxes................... 15,131 16,006
30, 1997 and $23,459 at Current portion of
September 30, 1996............... 703,244 667,255 long-term obligations................. 1,125 1,125
Inventories........................ 1,300,956 1,220,975 ---------- ----------
Income taxes receivable............ 3,225 13,915 Total current liabilities..... 1,555,912 1,491,585
Prepaid expenses................... 7,135 8,656 ---------- ----------
---------- ---------- LONG-TERM OBLIGATIONS:
Total current assets...... 2,033,207 1,932,209 7 3/8% senior notes..................... 149,383 149,300
---------- ---------- 7 1/4% senior notes..................... 99,723 99,696
Revolving bank loan payable............. 107,000 120,000
7% convertible subordinated debentures.. 20,609 20,609
6 7/8% exchangeable
subordinated debentures............... 8,425 8,425
Deferred income taxes................... 2,367 3,489
PROPERTY - at cost: Other................................... 16,505 17,756
Land............................... 12,639 12,452 ---------- ----------
Building and leasehold improvements 83,522 79,048 Total long-term obligations... 404,012 419,275
Equipment and fixtures............. 175,400 163,827 ---------- ----------
---------- ---------- SHAREOWNERS' EQUITY:
Total property........... 271,561 255,327 Capital stock:
Less accumulated depreciation Preferred - authorized 3,000,000
and amortization................. 130,909 112,600 shares; issued: none................ - -
---------- ---------- Class A Common - authorized
Property - net........... 140,652 142,727 100,000,000 shares; issued:
---------- ---------- 55,829,052 shares at June 30,
1997 and 55,521,175 shares
at September 30, 1996............... 83,743 83,282
Paid-in capital......................... 154,228 150,652
Net unrealized gain on
OTHER ASSETS: investments, net of income tax of
Excess of cost over net assets $186 at June 30, 1997 and $231
of acquired companies............ 331,532 339,030 at September 30, 1996................. 292 363
Investments........................ 8,507 5,161 Retained earnings....................... 477,838 432,580
Noncurrent receivables............. 11,505 9,939 ---------- ----------
Deferred charges and other assets.. 62,343 60,760 Total............................... 716,101 666,877
---------- ---------- Less Treasury shares at cost:
Total other assets....... 413,887 414,890 5,454,983 shares at June 30,
---------- ---------- 1997 and 5,443,197 shares at
September 30, 1996.................... 88,279 87,911
---------- ----------
Total shareowners' equity..... 627,822 578,966
---------- ----------
TOTAL ASSETS......................... $2,587,746 $2,489,826 TOTAL LIABILITIES AND SHAREOWNERS' EQUITY. $2,587,746 $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 THIRD QUARTER AND NINE MONTHS ENDED
JUNE 30, 1997 AND 1996
(in thousands except per share amounts)
(Unaudited)
<CAPTION>
THIRD QUARTER NINE MONTHS
-------------------------- --------------------------
1997 1996 1997 1996
-------------------------- --------------------------
<S> <C> <C> <C> <C>
Net sales and other revenues $2,927,874 $2,492,194 $8,640,453 $7,323,916
------------ ------------ ------------ ------------
Costs and expenses:
Cost of sales 2,768,893 2,347,302 8,157,832 6,896,914
Distribution, selling, general
and administrative expenses 113,726 104,244 350,284 308,179
Merger expenses - - 5,800 -
------------ ------------ ------------ ------------
Total costs and expenses 2,882,619 2,451,546 8,513,916 7,205,093
------------ ------------ ------------ ------------
Operating earnings 45,255 40,648 126,537 118,823
Net interest expense 8,148 7,553 23,305 23,631
------------ ------------ ------------ ------------
Earnings before taxes on income 37,107 33,095 103,232 95,192
Taxes on income 14,883 13,900 42,325 39,981
------------ ------------ ------------ ------------
Net earnings $ 22,224 $ 19,195 $ 60,907 $ 55,211
============ ============ ============ ============
Earnings per common and
common equivalent share $ .44 $ .38 $ 1.20 $ 1.10
============ ============ ============ ============
Cash dividends per share
on Class A Common Stock $ .120 $ .096 $ .312 $ .288
============ ============ ============ ============
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
4
</TABLE>
<PAGE>
<TABLE>
BERGEN BRUNSWIG CORPORATION
---------------------------
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE NINE MONTHS ENDED
JUNE 30, 1997 AND 1996
(in thousands)
(Unaudited)
-------------------------
1997 1996
-------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 60,907 $ 55,211
Adjustments to reconcile net earnings to net cash
flows from operating activities:
Provision for doubtful accounts 8,149 6,975
Depreciation and amortization of property 19,818 18,447
Deferred compensation 1,726 1,408
Amortization of customer lists 1,312 1,312
Amortization of excess of cost over
net assets of acquired companies 7,277 7,182
Deferred income taxes (1,952) (4,245)
Amortization of original issue discount on senior notes 110 126
Amortization of other intangible assets 1,676 1,294
Effects of changes on:
Receivables (45,704) 3,960
Inventories (79,981) (13,732)
Prepaid expenses and other assets (2,759) (1,588)
Accounts payable 79,080 38,137
Accrued liabilities (20,328) (7,408)
Customer credit balances 6,450 29,586
Income taxes receivable 10,690 5,643
---------- ----------
Net cash flows from operating activities 46,471 142,308
---------- ----------
INVESTING ACTIVITIES
Property acquisitions (17,743) (12,658)
Purchase of other investments (3,462) (343)
---------- ----------
Net cash flows from investing activities (21,205) (13,001)
---------- ----------
FINANCING ACTIVITIES
Repayment of revolving bank loan (13,000) (50,000)
Repayment of other obligations (3,047) (1,152)
Repayment of senior notes - (100,000)
Redemption of convertible subordinated debentures - (305)
Increase in other obligations - 1,048
Shareowners' equity transactions:
Exercise of stock options 3,669 3,319
Cash dividends on Common Stock (15,649) (14,376)
---------- ----------
Net cash flows from financing activities (28,027) (161,466)
---------- ----------
Net decrease in cash and cash equivalents (2,761) (32,159)
Cash and cash equivalents at beginning of period 21,408 64,400
---------- ----------
Cash and cash equivalents at end of period $ 18,647 $ 32,241
========== ==========
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid during the period for:
Interest $ 22,137 $ 23,216
Income taxes 36,341 39,006
<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 $107 million at June 30, 1997 and averaged $204 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. On April 24, 1997, the Company declared a 25% stock dividend on the
Company's Class A Common Stock which was paid on June 2, 1997 to
shareowners of record on May 5, 1997. Share and per share amounts included
in the accompanying consolidated financial statements and notes are based
on the increased number 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 25% stock dividend declared April
24, 1997. Earnings per share are based upon 50,801,680 shares and
50,404,525 shares for the third quarter ended June 30, 1997 and 1996,
respectively, and 50,601,136 shares and 50,279,379 shares for the
respective nine-month year-to-date periods.
E. On March 20, 1997, the Company terminated its previously announced merger
agreement with IVAX Corporation ("IVAX"). During the second quarter of
fiscal 1997, the Company recorded a one-time pre-tax charge of $5.8
million ($3.4 million, net of income tax benefit of $2.4 million, or $.07
per share) for expenses related to the terminated merger with IVAX. The
Company will seek recovery of these expenses as part of its pending
litigation with IVAX.
F. In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share
("EPS")," which will require the Company to disclose basic EPS and diluted
EPS for all periods for which an income statement is presented, and which
will replace disclosure currently being made for primary EPS and
fully-diluted EPS. The Company is required to adopt this standard in its
quarter ended December 31, 1997. Pro forma disclosure of basic EPS and
diluted EPS for the current reporting and comparable periods in the prior
year is as follows:
7
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
<TABLE>
<CAPTION>
Third Quarter Ended Nine Months Ended
June 30, 1997 June 30, 1997
------------------- ------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Earnings Per Share:
Basic $.44 $.38 $1.21 $1.11
Diluted $.44 $.38 $1.20 $1.10
</TABLE>
G. 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 nine 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 June 30, 1997, net sales and other revenues increased 17%,
while operating earnings and pre-tax earnings increased 11% and 12%,
respectively, from the quarter ended June 30, 1996. For the nine months ended
June 30, 1997, net sales and other revenues increased 18%, while operating
earnings and pre-tax earnings increased 6% and 8%, respectively, compared to the
nine-month period ended June 30, 1996. Operating earnings and pre-tax earnings
for the first nine months of fiscal 1997 were impacted by a pre-tax charge of
$5.8 million for expenses recorded in the second quarter of fiscal 1997 related
to the merger with IVAX Corporation which was terminated on March 20, 1997. See
Note E of Notes to Consolidated Financial Statements in Part I, Item 1 of this
Quarterly Report.
Substantially all of the net sales and other revenues increase for both the
quarter and nine-month periods reflect internal growth within both the Company's
existing pharmaceutical and medical-surgical supply distribution businesses.
Earnings per share for the third quarter and first nine months of fiscal 1997
increased 16% and 9%, respectively, both on increases of 1% in the average
number of common and common equivalent shares outstanding. The merger expenses
referred to above were equivalent to $.07 per share.
Had the Company not recorded the above-mentioned $5.8 million merger expenses in
the second quarter of fiscal 1997, operating earnings and pre-tax earnings for
the nine months ended June 30, 1997 would have increased 11% and 15%,
respectively, compared to the nine-month period ended June 30, 1996. Earnings
per share for the nine months ended June 30, 1997 would have increased 15% over
the comparable period of the prior year.
Cost of sales increased 18% from both the third quarter and nine-month period of
fiscal 1996, respectively, due mainly to the Company's increased sales levels.
The overall gross profit as a percent of net sales and other revenues (gross
profit margin) for the third quarter and first nine months of fiscal 1997
decreased as a result of a decrease in gross margins due to continued price
competition, partially offset by a higher mix of sales from the Company's higher
gross margin medical-surgical supply distribution business. The gross profit
margin in the Company's pharmaceutical distribution business for the third
quarter and nine-month periods of fiscal 1997 declined 6.9% and 4.0%,
respectively, from the comparable periods of the prior year, primarily due to
competitive factors. The gross profit margin in the Company's medical-surgical
supply distribution business for the third quarter and nine-month periods of
fiscal 1997 declined 5.5% and 9.0%, respectively, over the same periods a year
ago, primarily due to a higher mix of
9
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
lower gross margin acute care business. In both the pharmaceutical and
medical-surgical supply distribution industries, 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, including the merger expenses, increased 9% and 16% from the prior year
quarter and nine-month period, respectively, while net sales and other revenues
increased 17% and 18% over the prior year quarter and nine-month period,
respectively. These expenses as a percent of net sales and other revenues were
3.9% and 4.2% in the third quarter of fiscal 1997 and 1996, respectively, and
were 4.1% and 4.2% of net sales and other revenues in the current and prior year
nine-month periods, respectively. The decreased DSG&A as a percent of net sales
and other revenues in the current year nine-month period reflects continued
operating efficiencies, including the positive effects of the continuing
consolidation of distribution locations.
Net interest expense increased from $7.6 million to $8.1 million for the third
quarter primarily due to increased borrowings under the Credit Agreement. Net
interest expense decreased from $23.6 million to $23.3 million for the
nine-month period primarily due to decreased interest on the $100 million 5 5/8%
Senior Notes which were repaid on January 15, 1996, partially offset by
increased borrowings under the Credit Agreement.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
At June 30, 1997, capitalization consisted of 38% debt and 62% equity, compared
to 41% and 59%, respectively, at September 30, 1996. Borrowings under the Credit
Agreement were $107.0 million and $120.0 million at June 30, 1997 and September
30, 1996, respectively. Cash and cash equivalents at June 30, 1997 decreased
$2.8 million from September 30, 1996, 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 increases in trade
accounts payable, net of anticipated increases in both accounts receivable and
in investment in inventory).
10
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Capital expenditures for the nine months ended June 30, 1997 were $17.7 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 March 20, 1997, the Company terminated its previously announced merger
agreement with IVAX Corporation. See Note E of Notes to Consolidated Financial
Statements in Part I, Item 1 of this Quarterly Report.
On April 24, 1997, the Company declared a 25% stock dividend on the Company's
Class A Common Stock which was paid on June 2, 1997 to shareowners of record on
May 5, 1997.
Cash dividends on Class A Common Stock amounted to $15.6 million for the nine
months ended June 30, 1997 and $14.4 million for the same period in the prior
year, reflecting, primarily, a 25% increase in the quarterly dividend rate
during the third quarter of fiscal 1997.
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
On March 20, 1997, the Company announced that it had terminated its
previously announced merger with IVAX Corporation ("IVAX"). In connection with
such termination the Company filed a lawsuit against IVAX in the United States
District Court for the Southern District of New York alleging, among other
things, various breaches of its merger agreement. On May 2, 1997, IVAX filed an
Answer and Counterclaim against the Company denying various allegations in the
Company's complaint, raising various affirmative defenses and alleging that the
Company has breached the merger agreement entered into between the parties.
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.
The Company is involved in various additional items of litigation.
Although the amount of liability at June 30, 1997 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareowners of the Company was held on May 23, 1997
in Orange, California and the following matters, as listed in the Proxy
Statement dated April 30, 1997 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>
Rodney H. Brady (2000) 34,419,543 535,598
Charles C. Edwards, M.D. (2000) 34,378,517 576,624
James R. Mellor (2000) 34,418,976 536,165
Francis G. Rodgers (2000) 34,414,277 540,864
</TABLE>
Directors whose term of office continued after the Annual Meeting
were: Jose E. Blanco, Sr., John Calasibetta, Neil F. Dimick,
Charles J. Lee, George R. Liddle, Robert E. Martini, George E.
Reinhardt, Jr. and Donald R. Roden.
12
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
PART II. OTHER INFORMATION
(b) Shareowner proposal relating to the declassification of the
Company's Board of Directors was not approved and votes are as
follows:
<TABLE>
<CAPTION>
Broker
For Against Abstained Non-votes
--- ------- --------- ---------
<S> <C> <C> <C>
13,092,531 17,131,151 285,260 4,446,199
</TABLE>
(c) Shareowner proposal relating to compensation of non-employee members
of the Company's Board of Directors was not approved and votes are
as follows:
<TABLE>
<CAPTION>
Broker
For Against Abstained Non-votes
--- ------- --------- ---------
<S> <C> <C> <C>
3,358,996 26,630,036 519,909 4,446,200
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
--------
11 Computation of earnings per share for the third quarter and nine
months ended June 30, 1997 and 1996.
27 Financial Data Schedule for the nine months ended June 30, 1997.
(b) REPORTS ON FORM 8-K:
--------------------
There were no reports filed on Form 8-K during the three months ended June
30, 1997.
13
<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)
August 12, 1997
14
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
INDEX TO EXHIBITS
-----------------
EXHIBIT NO. PAGE NO.
- ----------- --------
11 Computation of earnings per share for the third quarter 16
and nine months ended June 30, 1997 and 1996.
27 Financial Data Schedule for the nine months ended 17
June 30, 1997.
15
<TABLE>
BERGEN BRUNSWIG CORPORATION
---------------------------
COMPUTATION OF EARNINGS PER SHARE
FOR THE THIRD QUARTER AND NINE MONTHS ENDED
JUNE 30, 1997 AND 1996
(in thousands except share and per share amounts)
(Unaudited)
<CAPTION>
THIRD QUARTER NINE MONTHS
--------------------------- ---------------------------
1997 1996 1997 1996
------------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
DATA AS TO EARNINGS - Net Earnings $ 22,224 $ 19,195 $ 60,907 $ 55,211
============= ============ ============= ============
DATA AS TO NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES:
Weighted average number of shares of Class A
Common Stock outstanding 50,291,574 50,029,973 50,139,982 49,943,281
Common equivalent shares assuming issuance
of shares represented by outstanding
employees' stock options:
Additional shares assumed to be issued 2,422,698 2,182,772 2,341,404 2,069,059
Reduction of such additional shares assuming
proceeds invested in treasury stock (at
average market prices during each period) (1,912,592) (1,808,220) (1,880,250) (1,732,961)
------------- ------------ ------------- ------------
Average number of common and common
equivalent shares outstanding 50,801,680 50,404,525 50,601,136 50,279,379
============= ============ ============= ============
EARNINGS PER COMMON AND COMMON
EQUIVALENT SHARE OUTSTANDING $ .44 $ .38 $ 1.20 $ 1.10
============= ============ ============= ============
<FN>
Reference is made to Notes C and D in the accompanying Notes to Consolidated Financial Statements.
</FN>
16
</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 NINE
MONTHS PERIOD ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 18,647
<SECURITIES> 0
<RECEIVABLES> 731,023
<ALLOWANCES> 27,779
<INVENTORY> 1,300,956
<CURRENT-ASSETS> 2,033,207
<PP&E> 271,561
<DEPRECIATION> 130,909
<TOTAL-ASSETS> 2,587,746
<CURRENT-LIABILITIES> 1,555,912
<BONDS> 404,012
<COMMON> 83,743
0
0
<OTHER-SE> 544,079
<TOTAL-LIABILITY-AND-EQUITY> 2,587,746
<SALES> 0
<TOTAL-REVENUES> 8,640,453
<CGS> 8,157,832
<TOTAL-COSTS> 8,513,916
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,305
<INCOME-PRETAX> 103,232
<INCOME-TAX> 42,325
<INCOME-CONTINUING> 60,907
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 60,907
<EPS-PRIMARY> 1.20
<EPS-DILUTED> 1.20
</TABLE>
