As filed with the Securities and Exchange Commission on March ___, 1999
Registration No. 333-65901
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
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 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. [ ]
<PAGE>
BERGEN BRUNSWIG CORPORATION
716,080 Shares
Class A Common Stock
The shareholders of Bergen Brunswig Corporation listed below are offering and
selling 716,080 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 March ___, 1999, 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 Commission 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 March ___, 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.
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, 1998, as
amended;
(b) Quarterly Report on Form 10-Q for the quarter ended December 31, 1998;
(c) Current Reports on Form 8-K November 12, 1998, January 13, 1999 and January
26, 1999;
(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.
<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"). On December 1, 1998 the Company effected a
two-for-one stock split applicable to holders of record of the Company's Common
Stock on November 2, 1998 (the "Split"). As holders of record on November 2,
1998, the Selling Shareholders participated in the Split. Pursuant to the
Agreement:
(i) at the RSI Effective Time, the Company delivered an aggregate of
529,784 (post-Split) shares of Common Stock from the Company's
treasury to its Transfer Agent of which 476,814 (post-Split) 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
52,970 (post-Split) 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
186,296 (post-Split) shares of Common Stock from the Company's
treasury to its Transfer Agent of which 167,672 (post-Split) 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
18,624 (post-Split) shares are to be delivered to an escrow agent upon
completion of the exchange process; and
(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 716,080 (post-Split) shares of Common Stock, in the aggregate, will
be issued in connection with the Mergers.
<PAGE>
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 716,080 (post-Split) shares of Common Stock,
including all those shares initially delivered to the Escrow Agent, will be
delivered to the Selling Shareholders as described above.
Selling Shareholders Number of Shares
(formerly shareholders of RSI) Owned Before Offering*
George W. Ransdell 18,126
Marie T. Ransdell 562
Michael R. Ransdell 115,066
Amy K. Ransdell 8,556
Letheris P. Sapanas 4,728
Jan R. Jaggers 17,732
Joseph H. Speiden 3,546
Richard Mohr 562
Ransdell Family, Ltd. 1 158,188
Ransdell Family #2, Ltd. 106,904
George W. Ransdell Irrevocable Trust 83,148
Ryan Ransdell 4,222
Camille Ransdell 4,222
Tiffany Ransdell 4,222
Selling Shareholders Number of Shares
(formerly shareholders of CMI) Owned Before Offering*
------------------------------ ----------------------
George W. Ransdell 31,890
Michael R. Ransdell 48,812
Ransdell Family Business Trust 1,870
Ransdell Family #2, Ltd. 45,558
William V. Bartoccini 36,202
George Puckett 21,964
*All numbers have been adjusted to reflect the Split. 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.
<PAGE>
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-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 December 31, 1998, Bergen Brunswig Corporation ("Bergen") completed
the acquisition of substantially all of the business, assets and property,
subject to certain liabilities, of Medical Initiatives, Inc. ("MII"), a
pre-filler of pharmaceuticals for oncology centers, located in Tampa, Florida.
Bergen issued approximately 210,000 shares of Bergen Common Stock, previously
held as treasury shares, valued at approximately $6.3 million, acquired assets
at fair value of approximately $1.2 million, assumed liabilities of
approximately $0.7 million and incurred costs of $0.2 million.
On January 21, 1999, Bergen completed the acquisition of Stadtlander
Drug Company, Inc. ("Stadtlander"), a national leader in disease-specific
pharmaceutical care delivery for transplant, HIV, infertility and serious mental
illness patient populations and a leading provider of pharmaceutical care to the
privatized corrections market, headquartered in Pittsburgh, Pennsylvania. Bergen
paid approximately $197.3 million in cash and issued approximately 5.7 million
shares of Bergen Common Stock, previously held as Treasury shares, valued at
approximately $140.8 million, and assumed indebtedness of approximately $100.9
million.
<PAGE>
A United States federal investigation of Stadtlander with respect to
possible violations of the Medicare provisions of the Social Security Act is
being conducted. The activities under investigation predated the ownership of
Stadtlander by Counsel Corporation ("Counsel"). Bergen has been advised that
while owned by Counsel, Stadtlander cooperated fully with the authorities
investigating this matter. Stadtlander has also been named as a defendant in
legal proceedings commenced in the U.S. District Court, Northern District of
Texas, Dallas Division, asserting, among other things, that by entering into a
transaction with a third-party, Stadtlander interfered with the plaintiff's
relationship with that third-party. This proceeding is in a preliminary stage.
In addition, Stadtlander is a 49% equity owner of a limited liability company
formed for the purpose, among other things, of operating a specialty
pharmaceutical business to provide services to patients diagnosed with a serious
mental illness. This limited liability company is governed by an operating
agreement that contains, among other things, a covenant prohibiting the members
from participating in certain competing activities. The other member of the
limited liability company has asserted that upon consummation of the merger of a
wholly owned subsidiary of Bergen with and into PharMerica Inc. ("PharMerica"),
PharMerica would be subject to the non-compete provisions of the operating
agreement unless certain activities currently performed by PharMerica were
performed through the limited liability company. Bergen disputes this position.
Counsel has agreed to provide certain indemnification to Bergen with respect to
each of the matters described in this paragraph.
On February 10, 1999, Bergen completed the acquisition of 100% of the
capital stock of J.M. Blanco, Inc. ("J.M. Blanco"), Puerto Rico's largest
pharmaceutical distributor, headquartered in Guaynabo, Puerto Rico. The Company
paid approximately $29.7 million in cash and assumed approximately $22.2 million
in debt.
The purchase prices of the MII, Stadtlander and J.M. Blanco
acquisitions, to be accounted for as purchases for financial reporting purposes,
are subject to adjustments after the completion of acquisition audits.
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..................................... $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 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.
<PAGE>
Item 16. Exhibits
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.
______________________
*Previously Filed
**Filed with Post-Effective Amendment No. 2
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.
<PAGE>
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.
<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 Post-Effective
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Orange, State of
California, on the 23rd day of March, 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 Post-Effective
Amendment No. 2 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Robert E. Martini* Chairman of the Board March 23, 1999
----------------- and Director
Robert E. Martini
/s/ Donald R. Roden* President, Chief Executive March 23, 1999
----------------- Officer and Director
Donald R. Roden
/s/ Neil F. Dimick* Executive Vice President, March 23, 1999
----------------- Chief Financial Officer
Neil F. Dimick and Director (Principal
Financial Officer and
Principal Accounting
Officer)
/s/ Jose E. Blanco, Sr.* Director March 23, 1999
-------------------
Jose E. Blanco, Sr.
/s/ Rodney H. Brady* Director March 23, 1999
-----------------
Rodney H. Brady
/s/ Charles C. Edwards, M.D.* Director March 23, 1999
-----------------------
Charles C. Edwards, M.D.
/s/ Charles J. Lee* Director March 23, 1999
-----------------
Charles J. Lee
/s/ George R. Liddle* Director March 23, 1999
-----------------
George R. Liddle
/s/ James R. Mellor* Director March 23, 1999
-----------------
James R. Mellor
/s/ George E. Reinhardt, Jr.* Director March 23, 1999
-------------------------
George E. Reinhardt, Jr.
<PAGE>
Signature Title Date
/s/ Francis G. Rodgers* Director March 23, 1999
-------------------
Francis G. Rodgers
*By:/s/ Milan A. Sawdei
-----------------
Milan A. Sawdei,
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
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.
___________
* Previously filed
** Filed with Post Effective Amendment No. 2.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 2 to Registration Statement No. 333-65901 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 such Registration Statement.
DELOITTE & TOUCHE LLP
Costa Mesa, California
March 23, 1999
