As filed with the Securities and Exchange Commission on October __, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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 92868-3598
(714) 385-4000
- --------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
MILAN A. SAWDEI
Executive Vice President, Chief Legal Officer and Secretary
4000 Metropolitan Drive
Orange, California 92868-3510
(714) 385-4255
- --------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Peter H. Ehrenberg, Esq.
Lowenstein Sandler (PC)
65 Livingston Avenue
Roseland, New Jersey 07068
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement, as determined by
the Selling Shareholders. See "Selling Shareholders".
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
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<PAGE>
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
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CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed
Proposed maximum
Title of each class maximum aggregate Amount of
of securities to be Amount to be offering price offering registration
registered registered (1) per unit (2) price (1) fee
- --------------------- -------------- ------------ --------- ---
<S> <C> <C> <C> <C>
Class A Common Stock,
$1.50 par value 358,040 Shares $45.21875 $16,190,122 $4,777
================================================================================
<FN>
(1) Excludes 358,040 additional shares issuable in connection with a
two-for-one stock split payable on December 1, 1998 to stockholders of
record on November 2, 1998, which shares will be registered by
post-effective amendment after such payment date.
(2) Pursuant to Rule 457(c), the proposed maximum offering price per unit
is estimated solely for the purpose of calculating the registration fee
and is based on the average of the high and low sales prices of the
Class A Common Stock on the New York Stock Exchange Composite
Transactions Tape on October 16, 1998.
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
2
BERGEN BRUNSWIG CORPORATION
================================================================================
358,040 Shares
Class A Common Stock
The shareholders of Bergen Brunswig Corporation listed below are offering and
selling 358,040 shares of the Company's Class A Common Stock under this
Prospectus.
The selling shareholders obtained their shares of Class A Common Stock on
September 30, 1998, by virtue of the mergers of Ransdell Surgical, Inc. and
Choice Medical, Inc. into two wholly-owned subsidiaries of Bergen Brunswig
Corporation.
The Class A Common Stock is listed on the New York Stock Exchange under the
symbol "BBC". On October __, 1998, the closing price of one share of Class A
Common Stock on the New York Stock Exchange was $_______.
The selling shareholders will sell their shares of Class A Common Stock on the
New York Stock Exchange at prevailing market prices. Bergen Brunswig Corporation
will not receive any of the proceeds from the sale of the shares of Class A
Common Stock by the selling shareholders.
The Company's principal executive offices are located at 4000 Metropolitan
Drive, Orange, California 92868-3598; telephone (714) 385-4000.
Neither the Securities and Exchange Cmmission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this Prospectus. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is October 16, 1998
3
<PAGE>
ADDITIONAL INFORMATION
We file annual, quarterly, and current reports, proxy statements, and other
documents with the SEC. You may read and copy any document we file at the SEC's
public reference room at Judiciary Plaza Building, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549. You should call 1-800-SEC-0330 for more
information on the public reference room. The SEC maintains an Internet site at
http://www.sec.gov where certain reports, proxy and information statements, and
other information regarding issuers (including Bergen Brunswig Corporation) may
be found.
This Prospectus is part of a registration statement that we filed with the SEC.
The registration statement contains more information than this Prospectus
regarding Bergen Brunswig Corporation and its Class A Common Stock, including
certain exhibits. You can get a copy of the registration statement from the SEC
at the address listed above or from its Internet site.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate" into this Prospectus information we file with
it in other documents. This means that we can disclose important information to
you by referring to other documents that contain that information. The
information incorporated by reference is considered to be part of this
Prospectus, and information we file later with the SEC will automatically update
and supersede this information. We incorporate by reference the documents listed
below, except to the extent information in those documents is different from the
information contained in this Prospectus, and all future documents filed with
the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934 until we terminate the offering of these shares.
(a) Annual Report on Form 10-K for the fiscal year ended September 30, 1997;
(b) Quarterly Reports on Form 10-Q for the quarters ended December 31, 1997,
March 31, 1998 and June 30, 1998;
(c) Current Reports on Form 8-K dated March 18, 1998 and August 12, 1998;
(d) Definitive Proxy Statement on Schedule 14A dated August 21, 1998; and
(e) The description of the Company's Common Stock set forth in the Registration
Statement on Form 8-A filed by the Company with the Commission on October
20, 1993, and any amendment or report filed for the purpose of updating any
such description.
We will provide without charge to each person, including any beneficial owner of
Class A Common Stock ("Common Stock"), to whom this Prospectus is delivered,
upon written or oral request of such person, a copy of any and all of the
documents that have been incorporated by reference in this Prospectus (not
including exhibits to such documents unless such exhibits are specifically
incorporated by reference therein). Requests should be directed to Bergen
Brunswig Corporation, 4000 Metropolitan Drive, Orange, California 92868-3510,
Attention: Milan A. Sawdei, Secretary; telephone number (714) 385-4255.
4
<PAGE>
You should rely only on the information contained or incorporated by reference
in this document. Bergen Brunswig Corporation has not authorized anyone to
provide you with information that is different. The Common Stock is not being
offered in any state where the offer is not permitted You should not assume that
the information in this Prospectus is accurate as of any date other than the
date on the front of this Prospectus.
THE COMPANY
Bergen Brunswig 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.
SELLING SHAREHOLDERS
On September 4, 1998, the Company, BBMC-1 Merger Corp. ("BBMC-1"), BBMC-2 Merger
Corp. ("BBMC-2"), Ransdell Surgical, Inc. ("RSI") and Choice Medical, Inc.
("CMI") entered into an Agreement and Plans of Merger (the "Agreement").
Pursuant to the terms of the Agreement, BBMC-1 was merged with and into RSI (the
"RSI Merger") and the shareholders of RSI received, in exchange for their shares
of RSI stock, shares of Common Stock. Upon completion of that closing, the
Company and RSI filed a Certificate of Merger with the Secretary of State of
Kentucky, and the RSI Merger became effective as of September 30, 1998 (the "RSI
Effective Time"). Pursuant to the terms of the Agreement, BBMC-2 was merged with
and into CMI (the "CMI Merger"), and the shareholders of CMI received, in
exchange for their shares of CMI stock, shares of Common Stock. Upon completion
of that closing, the Company and CMI filed Articles of Merger with the Secretary
of State of Kentucky, and the CMI Merger became effective on September 30, 1998
(the "CMI Effective Time") . Pursuant to the Agreement:
(i) at the RSI Effective Time, the Company delivered an
aggregate of 264,892 shares of Common Stock from the
Company's treasury to its Transfer Agent of which
238,407 shares are to be transferred to the Selling
Shareholders, free of escrow, in proportion to their
respective outstanding interests in RSI stock upon
completion of the exchange process described in the
Agreement, and 26,485 shares are to be delivered to
an escrow agent on completion of the exchange
process;
(ii) at the CMI Effective Time, the Company delivered an
aggregate of 93,148 shares of Common Stock from the
Company's treasury to its Transfer Agent of which
83,836 shares are to be transferred to the Selling
Shareholders, free of escrow, in proportion to their
respective outstanding interests in CMI stock upon
completion of the exchange process described in the
Agreement, and 9,312 shares are to be delivered to an
escrow agent upon completion of the exchange process;
and
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<PAGE>
(iii) the Escrow Agent is required to return shares of
Common Stock to the Company in the event that (x) the
audited net worth of RSI and/or CMI should be less
than the respective guaranteed amounts, and (y)
certain indemnification claims are made by the
Company, as set forth in the Agreement.
No more than 358,040 shares of Common Stock, in the aggregate, will be issued in
connection with the Mergers.
The following table sets forth information as to the number of shares of Common
Stock that will be beneficially owned by the Selling Shareholders, each of whom
will own less than one percent (1%) of the outstanding Common Stock of the
Company, assuming that a total of 358,040 shares of Common Stock, including all
those shares initially delivered to the Escrow Agent, will be delivered to the
Selling Shareholders as described above.
<TABLE>
<CAPTION>
Selling Shareholders Number of Shares
(formerly shareholders of RSI) Owned Before Offering*
------------------------------ ----------------------
<S> <C>
George W. Ransdell 9,063
Marie T. Ransdell 281
Michael R. Ransdell 57,533
Amy K. Ransdell 4,278
Letheris P. Sapanas 2,364
Jan R. Jaggers 8,866
Joseph H. Speiden 1,773
Richard Mohr 281
Ransdell Family, Ltd. 1 79,094
Ransdell Family #2, Ltd. 53,452
George W. Ransdell Irrevocable Trust 41,574
Ryan Ransdell 2,111
Camille Ransdell 2,111
Tiffany Ransdell 2,111
</TABLE>
<TABLE>
<CAPTION>
Selling Shareholders Number of Shares
(formerly shareholders of CMI) Owned Before Offering*
------------------------------ ----------------------
<S> <C>
George W. Ransdell 15,945
Michael R. Ransdell 24,406
Ransdell Family Business Trust 935
Ransdell Family #2, Ltd. 22,779
William V. Bartoccini 18,101
George Puckett 10,982
</TABLE>
6
<PAGE>
*It is anticipated that upon completion of this offering, the Selling
Shareholders will not own any shares of Common Stock. Prior to the Effective
Time, none of the Selling Shareholders had ever held any position or office or
had any material relationship with the Company or any of its subsidiaries.
MANNER OF SALE
The Common Stock is listed on the New York Stock Exchange. It is anticipated
that the Selling Shareholders will sell the shares of Common Stock at the market
(that is, at the price in effect on the New York Stock Exchange at the time of
sale to investors).
Sales will be effected by registered broker/dealers on the New York Stock
Exchange.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock by the
Selling Shareholders.
FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
"safe harbor" for "forward-looking statements" (as defined in the Act). This
Prospectus incorporates by reference forward-looking statements which reflect
the Company's current view (as of the date such forward-looking statement is
made) with respect to future events, prospects, projections or financial
performance. These forward-looking statements are subject to certain
uncertainties and other factors that could cause actual results to differ
materially from those made, implied or projected in such statements. These
uncertainties and other factors include, but are not limited to, uncertainties
relating to general economic conditions; the loss of one or more key customer or
supplier relationships, including pharmaceutical or medical-surgical
manufacturers for which alternative supplies may not be available; the
malfunction or failure of the Company's information systems; the costs and
difficulties related to the integration of recently acquired businesses; changes
to the presentation of financial results and position resulting from adoption of
new accounting principles or upon the advice of the Company's independent
auditors, or the staff of the Securities and Exchange Commission; changes in the
distribution or outsourcing pattern for pharmaceutical or medical-surgical
products, including any increase in direct distribution or decrease in contract
packaging by pharmaceutical manufacturers; changes in, or failure to comply
with, government regulations; the costs and other effects of legal and
administrative proceedings; competitive factors in the Company's healthcare
service businesses, including pricing pressures; the continued financial
viability and success of the Company's customers and suppliers; technological
developments and products offered by competitors; failure to retain or continue
to attract senior management or key personnel; risks associated with
international operations, including fluctuations in currency exchange ratios;
successful challenges to the validity of the Company's patents, copyrights
and/or trademarks; difficulties or delays in the development, production and
marketing of new products and services; strikes or other labor disruptions;
labor and employee benefit costs; pharmaceutical and medical-
7
<PAGE>
surgical manufacturers' pricing policies and overall drug and medical-surgical
supply price inflation; changes in hospital buying groups or hospital buying
practices; and other factors referenced in documents incorporated by reference
herein. The words "believe," "expect," "anticipate," "project," and similar
expressions identify "forward-looking statements," which speak only as of the
date the statement was made. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
RECENT DEVELOPMENTS
On October 7, 1998, the Company has announced that it will record a one-time,
pre-tax charge of approximately $100 million in the fourth quarter of fiscal
1998, approximately $87 million of which represents a non-cash charge for Bergen
Brunswig Medical Corporation ("BBMC") goodwill that has been carried on the
books from certain acquisitions completed prior to September 1995.
Along with the goodwill charge, a pre-tax $3 million BBMC restructuring charge
will be taken in the fourth quarter, which represents severance costs associated
with streamlining and refocusing the sales organization and costs associated
with the consolidation of four divisions to improve efficiency and customer
service. Other costs included in the pre-tax charge are: approximately $5
million related to the abandonment of capitalized software as a result of
technology improvements; and approximately $5 million of merger costs, net of a
reimbursement from Cardinal resulting from the termination of the Cardinal
Health, Inc. ("Cardinal") merger agreement.
On August 23, 1997, the Company signed a definitive merger agreement with
Cardinal, a distributor of pharmaceuticals and provider of value-added
pharmaceutical-related services, headquartered in Dublin, Ohio. The merger
agreement called for the Company to become a wholly-owned subsidiary of Cardinal
and for shareowners of the Company to receive 0.775 of a Cardinal Common Share
in exchange for each outstanding share of the Company's Class A Common Stock. On
July 31, 1998, the United States District Court for the District of Columbia
granted the Federal Trade Commission's request for a preliminary injunction to
halt the proposed merger. On August 7, 1998, the Company and Cardinal jointly
terminated the merger agreement.
EXPERTS
The consolidated financial statements of the Company incorporated in this
Prospectus by reference to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1997, have been audited by Deloitte & Touche
(LLP), independent auditors, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission
registration fee............................... $ 4,777
Legal fees and expenses................................... 4,000
Accounting fees and expenses.............................. 2,500
Miscellaneous expenses.................................... 723
-----------
Total........................................ $ 12,000
===== ===========
No portion of the foregoing expenses will be borne by the Selling Shareholders.
All expenses other than the Securities and Exchange Commission registration fee
are estimated.
Item 15. Indemnification of Directors and Officers
Under the Company's Restated Certificate of Incorporation, every person who is
or was a director, officer, employee or agent of the Company and the legal
representative of such a person is entitled to receive indemnification from the
Company to the fullest extent permitted by law. Under New Jersey law, directors
and officers may be indemnified in certain situations, subject to the Company's
having taken certain actions and the directors and officers having met certain
specified standards of conduct. In addition, in April, 1986, the Company entered
into agreements, which were amended on July 3, 1986 (collectively, the
"Indemnity Agreement"), to indemnify each of its directors against liabilities
and defense costs to the extent that such directors would have been insured
under the director and officer liability insurance policies which were in effect
on December 31, 1984 (the "1984 Policy"). The 1984 Policy afforded the broadest
coverage for liabilities arising under ERISA and the securities and anti-trust
laws. The obligation of the Company to indemnify a director under the Indemnity
Agreement is limited to $30 million, the maximum coverage available under the
1984 Policy. However, the Indemnity Agreement does not limit a director's right
to recover in excess of $30 million from the Company if the director is
otherwise entitled to statutory indemnification. The Indemnity Agreement was
ratified by the shareowners at the annual meeting held on December 17, 1986. The
Company currently maintains a directors' and officers' insurance policy which
provides liability coverage with respect to its directors and officers.
In addition, the Company's Restated Certificate of Incorporation eliminates the
personal liability of directors and officers to the Company and its shareowners
for monetary damages for acts or omissions (including negligent and grossly
negligent acts or omissions) in violation of a director's or officer's fiduciary
duty of care. The duty of care refers to a fiduciary duty of directors and
officers to manage the affairs of the Company with the same degree of care as
would be applied by an "ordinarily prudent person under similar circumstances".
The provisions of the Company's Restated Certificate of Incorporation which
eliminate the personal liability of directors and officers do not, in any way,
eliminate or limit the liability of a director or officer for breaching his duty
of loyalty (i.e., the
II - 1
<PAGE>
duty to refrain from fraud, self-dealing and transactions involving improper
conflicts of interest) to the Company or its shareowners, failing to act in good
faith, knowingly violating a law or obtaining an improper personal benefit and
do not have any effect on the availability of equitable remedies.
See also the undertakings set forth in response to item 17 herein.
Item 16. Exhibits
4.1 Restated Certificate of Incorporation of Bergen
Brunswig Corporation, dated May 23, 1994, is
incorporated by reference to Exhibit 3 of the
Registrant's Current Report on Form 8-K dated May
23, 1995.
4.2 By-laws of Bergen Brunswig Corporation, as amended
and restated, are incorporated by reference to
Exhibit 3(a) to the Company's Annual Report on
Form 10-K for the year ended September 30, 1996.
4.3 Rights Agreement, dated as of February 8, 1994,
between the Registrant and Chemical Trust Company
of California, as Rights Agent, is incorporated by
reference herein to Exhibit 1 to the Registrant's
Registration Statement on Form 8-A dated February
14, 1994.
5.1 Opinion of Lowenstein Sandler (PC).
23.1 Consent of Deloitte & Touche (LLP).
23.2 Consent of Lowenstein Sandler (PC) is included in
Exhibit 5.1.
24.1 Power of Attorney.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
A. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(I) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act"), unless the foregoing
information is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") that are incorporated by reference in
this Registration Statement; and
II - 2
<PAGE>
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement, unless
the foregoing information is contained in periodic reports
filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in the
Registration Statement.
B. That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;
C. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
D. That for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
E. That insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 15 above, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orange, State of California, on the 19th day of
October, 1998.
BERGEN BRUNSWIG CORPORATION
By: /s/ Neil F. Dimick
------------------------------------------
Neil F. Dimick,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert E. Martini* Chairman of the Board October 19, 1998
- --------------------------------- and Director
Robert E. Martini
/s/ Donald R. Roden* President, Chief Executive October 19, 1998
- --------------------------------- Officer and Director
Donald R. Roden
/s/ Neil F. Dimick Executive Vice President, October 19, 1998
- --------------------------------- Chief Financial Officer
Neil F. Dimick and Director (Principal
Financial Officer and
Principal Accounting
Officer)
/s/ Jose E. Blanco* Director October 19, 1998
- ---------------------------------
Jose E. Blanco
/s/ Rodney H. Brady* Director October 19, 1998
- ---------------------------------
Rodney H. Brady
/s/ Charles C. Edwards, M.D.* Director October 19, 1998
- ---------------------------------
Charles C. Edwards, M.D.
/s/ Charles J. Lee* Director October 19, 1998
- ---------------------------------
Charles J. Lee
</TABLE>
III - 4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ George R. Liddle* Director October 19, 1998
- ---------------------------------
George R. Liddle
/s/ James R. Mellor* Director October 19, 1998
- ---------------------------------
James R. Mellor
/s/ George E. Reinhardt, Jr.* Director October 19, 1998
- ---------------------------------
George E. Reinhardt, Jr.
/s/ Francis G. Rodgers* Director October 19, 1998
- ---------------------------------
Francis G. Rodgers
*By:/s/ Milan A. Sawdei
-----------------------------
Milan A. Sawdei,
Attorney-in-Fact
</TABLE>
II - 5
<PAGE>
EXHIBIT INDEX
-------------
4.1 Restated Certificate of Incorporation of Bergen Brunswig
Corporation, dated May 23, 1994, is incorporated by
reference to Exhibit 3 of the Registrant's Current Report
on Form 8-K dated May 23, 1995.
4.2 By-laws of Bergen Brunswig Corporation, as amended and
restated, are incorporated by reference to Exhibits 3(a)
to the Company's Annual Report on Form 10-K for the year
ended September 30, 1996.
4.3 Rights Agreement, dated as of February 8, 1994, between
the Registrant and Chemical Trust Company of California,
as Rights Agent, is incorporated by reference herein to
Exhibit 1 to the Registrant's Registration Statement on
Form 8-A dated February 14, 1994.
5.1 Opinion of Lowenstein Sandler (PC).
23.1 Consent of Deloitte & Touche (LLP).
23.2 Consent of Lowenstein Sandler (PC) is included in Exhibit 5.1.
24.1 Power of Attorney.
Exhibit 5.1
Bergen Brunswig Corporation October 19, 1998
4000 Metropolitan Drive
Orange, CA 92868
Re: Registration Statement on Form S-3
Gentlemen:
You have requested our opinion, as your securities counsel, in connection with
the registration with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of 358,040 shares of Class A Common Stock
(the "Common Stock") of Bergen Brunswig Corporation (the "Company") to be
offered by the former stockholders of Ransdell Surgical, Inc. and by the former
stockholders of its affiliate, Choice Medical, Inc.. (the "Stockholders"). The
Common Stock is to be offered pursuant to a registration statement on Form S-3
(the "Registration Statement"). We have examined and relied upon originals or
copies, authenticated or certified to our satisfaction, of all such corporate
records of the Company, communications or certifications of public officials,
certificates of officers, directors and representatives of the Company, and such
other documents as we have deemed relevant and necessary as the basis of the
opinions expressed herein. In making such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents tendered to us
as originals, and the conformity to original documents of all documents
submitted to us as certified copies or photocopies.
Based upon the foregoing and relying upon statements of fact contained in the
documents which we have examined, we are of the opinion that the shares of
Common Stock to be offered by the Stockholders and covered by the Registration
Statement have been legally issued by the Company and are fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto and to all references to this
firm contained in the Registration Statement.
Very truly yours,
LOWENSTEIN SANDLER (PC)
By: /s/ Richard M. Sandler
--------------------------
Richard M. Sandler
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Bergen Brunswig Corporation on Form S-3 of our report dated October 31, 1997,
appearing in the Annual Report on Form 10-K of Bergen Brunswig Corporation for
the fiscal year ended September 30, 1997, and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
DELOITTE & TOUCHE (LLP)
Costa Mesa, California
October 16, 1998
Exhibit 24.1
POWER OF ATTORNEY
WHEREAS, the undersigned officers and directors of Bergen Brunswig Corporation
(the "Company") desire to authorize Robert E. Martini, Donald R. Roden and Milan
A. Sawdei to act as their attorneys-in-fact and agents, for the purpose of
executing and filing the registration statement described below, including all
amendments and supplements thereto,
NOW, THEREFORE,
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert E. Martini, Donald R.
Roden and Milan A. Sawdei, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to sign the registrant's Registration Statement on Form S-3 pertaining to the
resale of shares of the Class A Common Stock of Bergen Brunswig Corporation
issued to the stockholders of Ransdell Surgical, Inc. and Choice Medical, Inc.
("Ransdell/Choice") in connection with the Company's acquisition of
Ransdell/Choice, including any and all amendments and supplements thereto, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this power of attorney in the
following capacities as of the 1st day of September, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Robert E. Martini Chairman of the Board and Director
- -----------------------------------
Robert E. Martini
/s/ Donald R. Roden President, Chief Executive Officer
- ----------------------------------- and Director
Donald R. Roden
/s/ Neil F. Dimick Executive Vice President, Chief
- ----------------------------------- Financial Officer and Director
Neil F. Dimick
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ James R. Mellor Director
- -----------------------------------
James R. Mellor
/s/ Francis G. Rodgers Director
- -----------------------------------
Francis G. Rodgers
/s/ George R. Liddle Director
- -----------------------------------
George R. Liddle
/s/ Charles J. Lee Director
- -----------------------------------
Charles J. Lee
/s/ Rodney H. Brady Director
- -----------------------------------
Rodney H. Brady
/s/ Charles C. Edwards, M.D. Director
- -----------------------------------
Charles C. Edwards, M.D.
/s/ George E. Reinhardt, Jr. Director
- -----------------------------------
George E. Reinhardt, Jr.
/s/ Jose E. Blanco, Sr. Director
- -----------------------------------
Jose E. Blanco, Sr.
</TABLE>
