As filed with the Securities and Exchange Commission on September __, 1998
Registration No. 333-
================================================================================
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|
================================================================================
<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>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================
Proposed
Proposed maximum
Title of each class maximum aggregate Amount of
of securities to be Amount to be offering price offering registration
registered registered per unit (1) price (1) fee
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
$1.50 par value 490,142 Shares $36.8125 $18,043,353 $5,323
======================================================================================
<FN>
(1) 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 September 9, 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>
BERGEN BRUNSWIG CORPORATION
------------
490,142 Shares
Class A Common Stock
$1.50 Par Value
INTRODUCTION
This Prospectus relates to up to 490,142 shares of the Class A
Common Stock, par value $1.50 per share (the "Common Stock"), of Bergen Brunswig
Corporation (the "Company"), which will be offered by certain shareholders of
the Company. See "Selling Shareholders".
The shares of Common Stock offered hereby were issued by the
Company to the shareholders of The Lash Group, Inc., a Delaware corporation
("Lash"), in exchange for their shares of Lash common stock, $0.01 par value, in
connection with the merger of Lash and a wholly-owned acquisition subsidiary of
the Company on August 31, 1998. The shares offered hereby will be sold by the
shareholders of the Company who were formerly shareholders of Lash
(collectively, the "Selling Shareholders"). This Prospectus does not purport to
cover the initial issuance by the Company, but only the resale of such shares by
the Selling Shareholders. The Company will not receive any of the proceeds from
the sale of the shares of Common Stock by the Selling Shareholders.
See "Selling Shareholders".
The Common Stock is listed on the New York Stock Exchange. The
shares of Common Stock offered hereby are offered without underwriters at the
market price (that is, at the price in effect on the New York Stock Exchange at
the time of sale by the Selling Shareholders). On September __, 1998, the
closing sales price of the Common Stock on the New York Stock Exchange was $___
per share. The Company will bear all expenses in connection with the
registration of the Common Stock being registered hereby, which expenses are
estimated to be approximately $12,500. The Selling Shareholders will pay all
brokerage commissions incurred in connection with the sale of shares of Common
Stock at the market.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is September ____, 1998
<PAGE>
No person has been authorized to give any information or to
make any representations other than as contained in this Prospectus in
connection with the offer made hereby, and, if given or made, such information
or representations must not be relied upon as having been authorized by the
Company. The delivery of this Prospectus at any time does not imply that the
information herein is correct as of any time subsequent to the date hereof. This
Prospectus does not constitute an offer to sell securities in any jurisdiction
to any person to whom it is unlawful to make such offer in such jurisdiction.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at its principal office at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the following
Regional Offices of the Commission: New York Regional Office, 7 World Trade
Center, 13th Floor, New York, New York 10048, and Chicago Regional Office,
Citicorp Center, 500 West Madison, Suite 1400, Chicago, Illinois 60661. Copies
of such materials can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N. W., Washington, D.C. 20549 at prescribed
rates, or, with respect to certain of such materials, through the Commission's
World Wide Web site (http://www.sec.gov). Reports, proxy statements and other
information concerning the Company may also be inspected at the offices of the
New York Stock Exchange, Inc., at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Common Stock. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all the information set forth in the Registration Statement, certain
items of which are contained in schedules and exhibits to the Registration
Statement as permitted by the rules and regulations of the Commission.
Statements made in the Prospectus concerning the contents of any documents
referred to herein are not necessarily complete. With respect to each such
document filed with the Commission as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description, and each such
statement shall be deemed qualified in its entirely by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents of
the Company heretofore filed by it with the Commission:
(a) Annual Report on Form 10-K for the fiscal year ended
September 30, 1997;
- 2 -
<PAGE>
(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 pursuant to Section 12 of the Exchange Act, and any
amendment or report filed for the purpose of updating any such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference into this Prospectus. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person,
including any beneficial owner of 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.
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.
The Company is incorporated in New Jersey and maintains its
principal executive offices at 4000 Metropolitan Drive, Orange, California
92868-3510; telephone (714) 385-4000.
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<PAGE>
SELLING SHAREHOLDERS
On August 31, 1998, the Company, L-B Acquisition Corp. (the
"Subsidiary") and Lash entered into an Agreement and Plan of Merger (the
"Agreement"). Pursuant to the terms of the Agreement, the Subsidiary was merged
with and into Lash (the "Merger") and the shareholders of Lash received, in
exchange for their shares of Lash common stock, shares of Common Stock. Upon
completion of the closing, the Company and Lash filed a Certificate of Merger
with the Secretary of State of Delaware and the Merger became effective as of
August 31, 1998 (the "Effective Time"). Pursuant to the Agreement:
(i) at the Effective Time, the Company issued an aggregate of
490,142 shares of Common Stock, 441,132 of which were issued in the
names of the Selling Shareholders free of escrow and in proportion to
their respective ownership interests in Lash and 49,010 of which were
delivered to an escrow agent (the "Escrow Agent"); and
(ii) the Escrow Agent is required to return shares of Common
Stock to the Company in the event that certain indemnification claims
are made by the Company, as described in the Agreement.
No more than 490,142 shares of Common Stock, in the aggregate, will be issued in
connection with the Merger.
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 490,142 shares
of Common Stock, including all those shares initially delivered to the Escrow
Agent, will be delivered to the Selling Shareholders as described above.
- 4 -
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Owned
Selling Shareholder Before Offering*
------------------- ----------------------
<S> <C>
L. Michael Costa 12,914
Patricia B. Cushnie 30,104
Peyton R. Howell 39,894
Myles P. Lash 258,789
N. Dee Mahan 12,111
John J. Marsh, III 73,078
Tracy L. Ott 3,699
W. William Ward, Jr. 59,553
- -----------------------
<FN>
*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.
</FN>
</TABLE>
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
- 5 -
<PAGE>
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-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 August 23, 1997, the Company signed a definitive merger
agreement with Cardinal Health, Inc. ("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.
- 6 -
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission
registration fee................................ $ 5,323
Legal fees and expenses........................... 4,000
Accounting fees and expenses...................... 2,500
Miscellaneous expenses............................ 677
----------
Total.......................................... $ 12,500
==========
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
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<PAGE>
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 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.
II - 2
<PAGE>
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) 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
II - 3
<PAGE>
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.
II - 4
<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 14th day of
September 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.
/s/ Robert E. Martini* Chairman of the September 14, 1998
- ------------------------------- Board and Director
Robert E. Martini
/s/ Donald R. Roden* President, Chief September 14, 1998
- ------------------------------- Executive Officer
Donald R. Roden and Director
/s/ Neil F. Dimick* Executive Vice President, September 14, 1998
- ------------------------------- Chief Financial Officer
Neil F. Dimick and Director (Principal
Financial Officer and
Principal Accounting Officer)
/s/ Jose E. Blanco* Director September 14, 1998
- -------------------------------
Jose E. Blanco
/s/ Rodney H. Brady* Director September 14, 1998
- -------------------------------
Rodney H. Brady
/s/ John Calasibetta* Director September 14, 1998
- -------------------------------
John Calasibetta
/s/ Charles C. Edwards, M.D.* Director September 14, 1998
- -------------------------------
Charles C. Edwards, M.D.
II - 5
<PAGE>
/s/ Charles J. Lee* Director September 14, 1998
- -------------------------------
Charles J. Lee
/s/ George R. Liddle* Director September 14, 1998
- -------------------------------
George R. Liddle
/s/ James R. Mellor* Director September 14, 1998
- -------------------------------
James R. Mellor
/s/ George E. Reinhardt, Jr.* Director September 14, 1998
- -------------------------------
George E. Reinhardt, Jr.
/s/ Francis G. Rodgers* Director September 14, 1998
- -------------------------------
Francis G. Rodgers
*By: /s/ Milan A. Sawdei
- -------------------------------
Milan A. Sawdei,
Attorney-in-Fact
II - 6
<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.
II - 7
<PAGE>
Exhibit 5.1
Bergen Brunswig Corporation September 14, 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 490,142 shares of Class A
Common Stock (the "Common Stock") of Bergen Brunswig Corporation (the "Company")
to be offered by the former stockholders of The Lash Group, 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 or photostated copies.
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/ Peter H. Ehrenberg
Peter H. Ehrenberg
II - 8
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
September 14, 1998
II - 9
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 The Lash Group, Inc. ("Lash") in connection with
the Company's acquisition of Lash, 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.
SIGNATURE TITLE
- ------------------------------ -----------------------------------------
/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
/s/ John Calasibetta Senior Vice President and Director
- ------------------------------
John Calasibetta
II - 10
<PAGE>
/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.
II - 11
