================================================================================
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): November 9, 1998
---------------------
BERGEN BRUNSWIG CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 1-5110 22-1444512
- --------------- ------ ----------
(State Or Other (Commission (IRS Employer
Jurisdiction Of File Number) Identification No.)
Incorporation)
4000 Metropolitan Drive, Orange, California 92868-3598
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 385-4000
------------------
================================================================================
<PAGE>
Item 5. Other Events.
On November 9, 1998, Bergen Brunswig Corporation ("BBC") entered into a
Stock Purchase Agreement with Stadtlander Drug Co., Inc. ("SDC"), Counsel
Corporation ("Counsel"), Stadt Holdings Inc. ("SHI", and collectively with
Counsel, the "Sellers") pursuant to which BBC has agreed to acquire 100% of the
outstanding stock of SDC. SDC is a leader in disease-specific pharmaceutical
care delivery for transplant, HIV, infertility and serious mental illness
patient populations. SDC is also a leading provider of pharmaceutical care to
the privatized corrections market. The estimated net purchase price is $300
million, together with the assumption of approximately $100 million in debt and
subject to certain adjustments. In addition, BBC will pay the Sellers $28
million in connection with an election to treat this transaction as an asset
purchase for tax purposes. The purchase price is payable one half in cash and
one half in BBC's Class A Common Stock, subject to BBC's right to convert the
consideration to "all cash" in the event that the market price of BBC's Class A
Common Stock falls below a specified level.
The pending acquisition is subject to certain conditions, including
compliance with the requirements of the Hart-Scott-Rodino Antitrust Improvements
Act and the receipt of approval of Counsel's shareholders. Certain of Counsel's
directors and related parties, owning approximately 23% of Counsel's outstanding
shares, have agreed to vote their shares in favor of the transaction. The
transaction will be accounted for as a purchase.
<PAGE>
SIGNATURE
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 hereunto duly authorized.
BERGEN BRUNSWIG CORPORATION
By: /s/ Milan A. Sawdei
------------------------------------------
Milan A. Sawdei
Executive Vice President
Chief Legal Officer and Secretary
Date: November 12, 1998
