SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 11, 1999
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
BERGEN BRUNSWIG CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
NEW JERSEY 1-5110 22-1444512
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
4000 METROPOLITAN DRIVE, ORANGE, CALIFORNIA 92868
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(714) 385-4000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. Other Events
On January 11, 1999, Bergen Brunswig Corporation ("Bergen") and
PharMerica, Inc. ("PharMerica") announced that they have entered into an
Agreement and Plan of Merger, dated as of January 11, 1999 (the "Merger
Agreement"), pursuant to which Peacock Merger Corporation, a newly formed wholly
owned subsidiary of Bergen, will be merged with and into PharMerica, and
PharMerica will become a wholly owned subsidiary of Bergen (the "Merger"). Under
the terms of the Merger Agreement, upon consummation of the Merger, shareholders
of PharMerica will receive 0.275 of a share of Bergen Class A Common Stock for
each share of PharMerica Common Stock they hold. The Merger is intended to be
tax-free and will be treated as a purchase for financial reporting purposes.
Consummation of the transaction is subject to the satisfaction of certain
conditions, including approvals by the shareholders of Bergen and PharMerica and
receipt of certain regulatory approvals.
The Merger Agreement also provides that in the event the Merger is
terminated pursuant to certain of the circumstances specified under Article VII
thereof, PharMerica may be obligated to pay to Bergen a termination fee of $38
million. In addition to such payment, in certain circumstances set forth in such
Article, PharMerica may become obligated to reimburse Bergen up to $6 million
for costs and expenses incurred in connection with the transaction. In such
event, certain amendments to the existing supply agreement between Bergen and
PharMerica also would be made.
Pursuant to a purchase agreement, dated as of November 8, 1998, among
Bergen, Counsel Corporation and certain other entities (including Stadtlander
Drug co., Inc.), Bergen will have the right to vote 7,819,315 shares of
PharMerica Common Stock in connection with the Merger. Such shares represent
8.7% of the shares of PharMerica Common Stock outstanding as of December
31,1998.
The Merger Agreement is filed as Exhibit 99.1 hereto and is
incorporated herein by reference. The foregoing description of the Merger
Agreement is qualified in its entirety by reference to such Exhibit.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
The following exhibit is filed as part of this report:
99.1 Agreement and Plan of Merger, dated as of January 11, 1999, by and among
Bergen Brunswig Corporation, Peacock Merger Corporation and PharMerica,
Inc. is set forth as Exhibit 2.2 to Amendment No. 1 to Schedule 13D filed
by Bergen Brunswig Corporation, January 13, 1999, filed with respect to
PharMerica, Inc., and is hereby incorporated by this reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BERGEN BRUNSWIG CORPORATION
Dated: January 13, 1999 By: /s/ Milan A. Sawdei
_________________________
Milan A. Sawdei
Executive Vice President,
Chief Legal Officer and Secretary
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
99.1 Agreement and Plan of Merger, dated as of January 11,
1999, by and among Bergen Brunswig Corporation, Peacock
Merger Corporation and PharMerica, Inc. is set forth as
Exhibit 2.2 to Amendment No. 1 to Schedule 13D filed by
Bergen Brunswig Corporation, January 13, 1999, filed
with respect to PharMerica, Inc., and is hereby
incorporated by this reference.
