SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BERGEN BRUNSWIG CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $1.50 PER SHARE
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(Title of Class of Securities)
083739102
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(CUSIP Number)
ROBERT D. WALTER
CARDINAL HEALTH, INC.
5555 GLENDON COURT
DUBLIN, OHIO 43016
(614) 717-5000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
DAVID A. KATZ
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
AUGUST 7, 1998
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(Continued on following pages)
Page 1 of 4 Pages
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CUSIP NO. 083739102 13D PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
CARDINAL HEALTH, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
31-0958666
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (SEE ITEM 5)
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14 TYPE OF PERSON REPORTING*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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This Amendment No. 1 (final) is filed by Cardinal Health, Inc., an
Ohio corporation ("Cardinal"), and amends the Schedule 13D filed on August 29,
1997 by Cardinal (the "Schedule 13D"). This Amendment No. 1 relates to the Class
A Common Stock, par value $1.50 per share ("Bergen Common Stock"), of Bergen
Brunswig Corporation, a New Jersey corporation ("Bergen"). Capitalized terms
used in this Amendment No. 1 without definition have the meanings ascribed to
them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
On August 7, 1998, Cardinal and Bergen executed the Notice of Mutual
Termination (the "Termination Notice"), pursuant to which the Agreement and Plan
of Merger, dated as of August 23, 1997, by and among Cardinal, Bruin Merger
Corp., a New Jersey corporation and a wholly owned subsidiary of Cardinal
("Subcorp"), and Bergen, as amended by the First Amendment, dated as of March
16, 1998, by and among Cardinal, Subcorp and Bergen (collectively, the "Merger
Agreement"), has been terminated. The Merger Agreement was terminated following
the decision rendered on July 31, 1998 by the United States District Court for
the District of Columbia granting the Federal Trade Commission's request to halt
the proposed merger transaction between Cardinal and Bergen. As a result of the
termination of the Merger Agreement pursuant to its terms, the Stock Option
Agreement and the Support/Voting Agreement have also terminated.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Pursuant to the Termination Notice, the Merger Agreement was
terminated, and, as a result thereof, the Stock Option Agreement and the
Support/Voting Agreement have also terminated. Therefore, the Filing Person no
longer has beneficial ownership of any shares of the Bergen Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the Termination Notice, the Merger Agreement was
terminated and as a result thereof, the Stock Option Agreement and the
Support/Voting Agreement have also terminated.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit 99.1 Notice of Mutual Termination, dated August 7, 1998,
between Cardinal Health, Inc. and Bergen Brunswig
Corporation .
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
CARDINAL HEALTH, INC.
By:/s/David Bearman
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David Bearman
Executive Vice President and
Chief Financial Officer
August 13, 1998
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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Notice of Mutual Termination, dated August 7, 1998, between
Cardinal Health, Inc. and Bergen Brunswig Corporation
EXHIBIT 99.1
NOTICE OF MUTUAL TERMINATION
Reference is made to the Agreement and Plan of Merger, dated as of
August 23, 1997, by and among Cardinal Health, Inc., an Ohio corporation
("Cardinal"), Bruin Merger Corp., a New Jersey corporation and a wholly owned
subsidiary of Cardinal ("Subcorp"), and Bergen Brunswig Corporation, a New
Jersey corporation ("Bergen"), as amended by the First Amendment, dated as of
March 16, 1998, by and among Cardinal, Subcorp and Bergen (collectively, the
"Merger Agreement"). Pursuant to Section 7.1(a) of the Merger Agreement,
Cardinal and Bergen hereby mutually consent to the termination of the Merger
Agreement.
IN WITNESS WHEREOF, Cardinal and Bergen have executed this Notice as
of August 7, 1998.
CARDINAL HEALTH, INC.
By: /s/ Robert D. Walter
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Name: Robert D. Walter
Title: Chairman and Chief Executive Officer
BERGEN BRUNSWIG CORPORATION
By: /s/ Donald R. Roden
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Name: Donald R. Roden
Title: Chief Executive Officer
