As filed with the Securities and Exchange Commission on January , 1999
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
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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)
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MILAN A. SAWDEI
Executive Vice President, Chief Legal Officer and Secretary
4000 Metropolitan Drive
Orange, California 92868-3598
(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
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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. [ ]
CALCULATION OF REGISTRATION FEE
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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
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Class A Common
Stock, $1.50 par
value 5,676,101 Shares $27.125 $153,964,239.63 $42,802
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(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
sale prices of the Class A Common Stock on the New York Stock
Exchange Composite Transactions Tape on January 14, 1999.
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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.
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<PAGE>
BERGEN BRUNSWIG CORPORATION
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5,676,101 Shares
Class A Common Stock
The shareholders listed below in this Prospectus are offering and
selling up to 5,676,101 shares of our Class A Common Stock under this
Prospectus.
One of the selling shareholders is the former owner, through a chain
of wholly-owned subsidiaries, of the business known as Stadtlander Drug Company,
Inc., a Pennsylvania corporation ("Stadtlander"), which acquired its shares of
our Class A Common Stock on January 21, 1999 directly from us in connection with
our acquisition of Stadtlander. The other selling shareholder is the parent
corporation of the company that sold Stadtlander to us. We explain this
acquisition in more detail below.
Our Class A Common Stock is listed on the New York Stock Exchange
under the symbol "BBC". On , 1999, the closing sales price of our 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. We will not
receive any of the proceeds from the sale of the shares of Class A Common Stock
by the selling shareholders.
Our principal executive offices are located at 4000 Metropolitan
Drive, Orange, California 92868-3598, and our telephone number is (714)
385-4000.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this Prospectus. Any representation to the
contrary is a criminal offense.
The date of this Prospectus is , 1999
<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. You can also obtain copies of some of our periodic reports and proxy
statements from our Internet site at http://www.bergenbrunswig.com.
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 CERTAIN 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) 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,
1998;
(b) Current Report on Form 8-K dated November 12, 1998;
(c) Current Report on Form 8-K dated January 13, 1999; and
(d) 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.
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
<PAGE>
Corporation, 4000 Metropolitan Drive, Orange, California 92868-3598, Attention:
Milan A. Sawdei, Secretary; telephone number (714) 385-4255.
You should rely only on the information contained in or incorporated
by reference in this document. We have 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 November 9, 1998, the Company entered into a Stock Purchase
Agreement (the "Purchase Agreement") with Counsel Corporation ("Canadian
Seller"), Stadt Holdings, Inc. ("US Seller") and Stadtlander Drug Company, Inc.
("Stadtlander"), pursuant to which the Company agreed to acquire all of the
outstanding capital stock of Stadtlander from the Canadian Seller and the US
Seller. At the time the Purchase Agreement was executed, the Canadian Seller and
the US Seller owned all of the capital stock of Stadtlander. The Purchase
Agreement was amended and restated on January 21, 1999 (as amended, the "Amended
and Restated Purchase Agreement"), principally to reflect a restructuring by the
selling entities in which (a) the Canadian Seller transferred in a series of
transactions all of its shares of Stadtlander capital stock to the US Seller,
its indirect subsidiary, so that the US Seller became the sole owner of
Stadtlander and (b) all of the assets, liabilities, business and properties of
Stadtlander were transferred to two limited liability companies of which the US
Seller was the sole equity owner. On January 21, 1999 (the "Closing Date"), the
Company completed its acquisition of Stadtlander from the US Seller. In
consideration of acquiring Stadtlander, the Company issued to the US Seller
5,676,101 shares of the Company's Class A Common Stock ("Common Stock").
Although the Canadian Seller did not directly own any equity interest in
Stadtlander on the Closing Date, the US Seller and the Canadian Seller have
advised the Company that through a series of intercompany debt repayments and/or
other intercompany transfers first by the US Seller, then through the US
Seller's sole parent and again through its sole grandparent, the Canadian Seller
has acquired, or may acquire, some or all of the shares of Common Stock that the
Company initially delivered to the US Seller under the terms of the Amended and
Restated Purchase Agreement. For purposes of this Prospectus, the term "Selling
Shareholders" refers to both the US Seller and the Canadian Seller.
<PAGE>
The number of shares of Common Stock that have been issued to the US
Seller is subject to adjustment. Under the terms of the Amended and Restated
Purchase Agreement, the Company is required to pay the US Seller a purchase
price based on Stadtlander's actual net worth and net debt level as of the
Closing Date, which is referred to as the "Net Purchase Price." Since its net
worth and net debt level as of the Closing Date cannot be calculated on the
Closing Date, the Amended and Restated Purchase Agreement required the Company
to pay an estimate of the net purchase price (the "Estimated Net Purchase
Price") as of the Closing Date. The Estimated Net Purchase Price is based on
Stadtlander's net worth as of September 30, 1998 and an estimate of
Stadtlander's net debt as of the Closing Date. Stadtlander's net worth and net
debt level as of the Closing Date will be calculated and finalized after the
Closing Date pursuant to a procedure prescribed in the Amended and Restated
Purchase Agreement.
After the calculation of Stadtlander's Closing Date net worth and net
debt has been finalized, an adjustment will be made in the purchase price
depending on whether the amount paid to the US Seller on the Closing Date
exceeded, or was exceeded by, the amount that should have been paid (based on
the actual Closing Date figures). If the Estimated Net Purchase Price is less
than the Net Purchase Price, the Company is obligated to pay additional cash and
deliver additional shares of Common Stock to the US Seller. If, on the other
hand, the Estimated Net Purchase Price is greater than the Net Purchase Price,
the US Seller is obligated to refund the difference to the Company in cash and
shares of Common Stock. Substantially all payments of the purchase price,
including all adjustment payments described above, whether to be made by the
Company or to be received by the Company, are to be made one-half in cash and
one-half in the Company's Common Stock. Thus, the US Seller will either (a)
receive a number of additional shares of Common Stock, based on a valuation of
$24.8125 per share, equal to one half of the amount, if any, by which the Net
Purchase Price exceeds the Estimated Net Purchase Price, or (b) deliver to the
Company a number of shares of the Company's Common Stock, based on a valuation
of $24.8125 per share, equal to one half of the amount, if any, by which the
Estimated Net Purchase Price exceeds the Net Purchase Price. Interest will be
factored into the repayment obligation.
Under the terms of the Amended and Restated Purchase Agreement, the
Selling Shareholders are restricted in their ability to sell the Company's
Common Stock. They are permitted to sell up to 30% of the number of shares of
Common Stock received (after any adjustment) during the first 90-day period
after the Closing Date, and then 10% (plus any shares permitted to be, but not
sold in the preceding fiscal quarters, up to a maximum of 30%) of the number of
shares received (after any adjustment) during each of the five subsequent 90-day
periods. During the sixth 90-day period, the Selling Shareholders may sell up to
30% of the Common Stock. These restrictions lapse at the end of the sixth 90-day
period after the Closing Date, although they may be waived by the Company at any
time.
Prior to the Closing Date, neither of the Selling Shareholders was an
affiliate (as that term is defined in Rule 405 of the Securities Act of 1933, as
amended) of the Company.
Under the terms of the Amended and Restated Purchase Agreement, the
Selling Shareholders have the right to pledge their shares of the Company's
Common Stock to third-
<PAGE>
parties. In the event of a default under arrangements between the Selling
Shareholders and such third-parties, such third-parties will have the right to
sell such shares hereunder, subject to the restrictions set forth above.
MANNER OF SALE
The Company's 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, including
malfunctions or failures associated with Year 2000 compliance or readiness
issues; the costs and difficulties related to the integration of recently
acquired businesses, including the status of such businesses' compliance with
Year 2000 protocols; 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 and/or services, 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
<PAGE>
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.
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, 1998, 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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission
registration fee............................................$42,802
Legal fees and expenses...........................................5,000
Accounting fees and expenses......................................5,000
Miscellaneous expenses............................................1,000
Total.......................................................$53,802
=======
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
<PAGE>
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 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
2.1* Amended and Restated Purchase Agreement, dated as of January 21, 1999,
by and among Stadtlander Drug Co., Inc., Counsel Corporation, Stadt
Holdings Inc. and the Company.
4.1 Restated Certificate of Incorporation of Bergen Brunswig Corporation,
dated November 13, 1998, is incorporated by reference to Exhibit 4.1
to the Company's Post Effective Amendment No. 2 to Form S-3 dated
December 17, 1998 (file no. 333-63441).
4.2 By-laws of Bergen Brunswig Corporation, as amended and restated, dated
November 13, 1998, are incorporated by reference to Exhibit 4.2 to the
Company's Post-Effective Amendment No. 2 to Form S-3 dated December
17, 1998 (file no. 333-63441).
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.
* To be filed by amendment.
<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
<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.
<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 22nd day of
January, 1999.
BERGEN BRUNSWIG CORPORATION
By:/s/ Milan A. Sawdei
--------------------
Milan A. Sawdei,
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 January 22, 1999
- ---------------------- Board and Director
Robert E. Martini
/s/ Donald R. Roden* President, Chief January 22, 1999
- -------------------- Executive Officer
Donald R. Roden and Director
/s/ Neil F. Dimick* Executive Vice President, January 22, 1999
- ------------------- Chief Financial Officer
Neil F. Dimick and Director (Principal
Financial Officer and
Principal Accounting
Officer)
/s/ Jose E. Blanco, Sr.* Director January 22, 1999
- ------------------------
Jose E. Blanco, Sr.
/s/ Rodney H. Brady* Director January 22, 1999
- --------------------
Rodney H. Brady
/s/ Charles C. Edwards, M.D.* Director January 22, 1999
- -----------------------------
Charles C. Edwards, M.D.
/s/ Charles J. Lee* Director January 22, 1999
- -------------------
Charles J. Lee
/s/ George R. Liddle* Director January 22, 1999
- ---------------------
George R. Liddle
/s/ James R. Mellor* Director January 22, 1999
- --------------------
James R. Mellor
/s/ George E. Reinhardt, Jr.* Director January 22, 1999
- -----------------------------
George E. Reinhardt, Jr.
/s/ Francis G. Rodgers* Director January 22, 1999
- -----------------------
Francis G. Rodgers
*By: /s/ Milan A. Sawdei
- -------------------------
Milan A. Sawdei,
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
2.1* Amended and Restated Purchase Agreement, dated as of January
21, 1999, by and among Stadtlander Drug Co., Inc., Counsel
Corporation, Stadt Holdings Inc. and the Company.
4.1 Restated Certificate of Incorporation of Bergen Brunswig
Corporation, dated November 13, 1998, is incorporated by
reference to Exhibit 4.1 to the Company's Post Effective
Amendment No. 2 to Form S-3 dated December 17, 1998 (file no.
333-63441).
4.2 By-laws of Bergen Brunswig Corporation, as amended and
restated, dated November 13, 1998, are incorporated by
reference to Exhibit 4.2 to the Company's Post-Effective
Amendment No. 2 to Form S-3 dated December 17, 1998 (file no.
333-63441).
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.
________________
* To be filed by amendment.
Exhibit 5.1
Bergen Brunswig Corporation January 22, 1999
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 5,676,101 shares of Class A
Common Stock (the "Common Stock") of Bergen Brunswig Corporation (the "Company")
to be offered by Counsel Corporation, a corporation formed under the laws of
Ontario (the "Canadian Seller") and/or Stadt Holdings Inc., a Delaware
corporation (the "US Seller"). 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 photostatic
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 Canadian Seller and/or the US Seller
covered by the Registration Statement, when issued by the Company pursuant to
the agreement among the Company, the Canadian Seller, and others executed as of
November 8, 1998, as amended and restated as of January 21, 1999, shall be
legally issued by the Company, 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
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 30, 1998,
appearing in the Annual Report on Form 10-K of Bergen Brunswig Corporation for
the fiscal year ended September 30, 1998, 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
January 20, 1999
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, Neil F. Dimick 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, Neil
F. Dimick and Milan A. Sawdei, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
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
originally issued to Stadt Holdings, Inc. ("Stadt") in connection with the
Company's acquisition of Stadtlander Drug Company, Inc., 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.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this power of
attorney in the following capacities as of the 23rd day of December, 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/ James R. Mellor
- --------------------
James R. Mellor Director
/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.
