As filed with the Securities and Exchange Commission on March ___, 1999
Registration No. 333-63441
---------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
POST-EFFECTIVE AMENDMENT NO. 3
TO
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)
-------------
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]
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
980,284 Shares
Class A Common Stock
$1.50 Par Value
INTRODUCTION
This Prospectus relates to up to 980,284 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 March ___, 1999, 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 March ___, 1999
<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, 1998, as amended;
(b) Quarterly Report on Form 10-Q for the quarter ended
December 31, 1998;
(c) Current Reports on Form 8-K dated 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
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.
<PAGE>
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.
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"). On December 1, 1998, the Company effected a two-for-one stock split
applicable to holders 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 Effective Time, the Company issued an aggregate
of 980,284 (post-Split) shares of Common Stock, 882,264
(post-Split) 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 98,020
(post-Split) 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 980,284 (post-Split) shares of Common Stock, in the aggregate, will
be issued in connection with the Merger.
<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 980,284 (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.
Number of Shares Owned
Selling Shareholder Before Offering*
- ------------------- ----------------------
L. Michael Costa 25,828
Patricia B. Cushnie 60,208
Peyton R. Howell 79,788
Myles P. Lash 517,578
N. Dee Mahan 24,222
John J. Marsh, III 146,156
Tracy L. Ott 7,398
W. William Ward, Jr. 119,106
*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.
<PAGE>
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
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 health care
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.
<PAGE>
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.
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...................................... $ 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 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 November 13, 1998.
II - 1
<PAGE>
4.2* By-laws of Bergen Brunswig Corporation, as amended and restated,
dated November 13, 1998.
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. 3.
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;
II - 2
<PAGE>
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.
II - 3
<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. 3 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. 3 to the 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 March 23, 1999
- ------------------------- Board and Director
Robert E. Martini
/s/ Donald R. Roden* President, Chief March 23, 1999
- -----------------------
Donald R. Roden Executive Officer
and Director
/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.
/s/ Francis G. Rodgers* Director March 23, 1999
- ---------------------------
Francis G. Rodgers
*By: /s/ Milan A. Sawdei
----------------------
Milan A. Sawdei,
Attorney-in-Fact
II - 4
<PAGE>
EXHIBIT INDEX
4.1* Restated Certificate of Incorporation of Bergen Brunswig
Corporation, dated November 13, 1998.
4.2* By-laws of Bergen Brunswig Corporation, as amended and restated,
dated November 13, 1998.
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. 3.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 3 to Registration Statement No. 333-63441 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 "Experts" in the Prospectus,
which is part of such Registration Statement.
DELOITTE & TOUCHE LLP
Costa Mesa, California
March 23, 1999
