As filed with the Securities and Exchange Commission on March ___, 1999
Registration No. 333-68751
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
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)
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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
---------------
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. [ ]
<PAGE>
BERGEN BRUNSWIG CORPORATION
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209,922 Shares
Class A Common Stock
The shareholders of Bergen Brunswig Corporation listed below are
offering and selling up to 209,922 shares of the Company's Class A Common Stock
under this Prospectus.
The selling shareholders obtained their shares of Class A Common Stock
on December 31, 1998 in connection with the acquisition by a subsidiary of the
Company of substantially all of the net assets and business of Medical
Initiatives, Inc., a Florida corporation of which they were the sole
shareholders.
The Class A Common Stock is listed on the New York Stock Exchange
under the symbol "BBC". On March ____, 1999, the closing sales price of the
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 92878-3598; 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 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, 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.
We will provide without charge to each person, including any
beneficial owner of Class A Common Stock ("Common Stock"), to whom this
<PAGE>
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
92868-3598, 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. 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 November 19, 1998, the Company, MII Acquisition Corp. (the
"Subsidiary") and Medical Initiatives, Inc. ("MII") entered into an Acquisition
Agreement and Plan of Reorganization (the "Agreement"). On December 31, 1998,
(the "Closing Date") the Closing contemplated by the Agreement was consummated.
Pursuant to the terms of the Agreement, the Subsidiary acquired substantially
all of the business, assets and property of MII. In exchange, the Subsidiary
agreed to assume certain liabilities of MII and the Company issued shares of
Common Stock to MII having a "Market Value" equal to the "Estimated Purchase
Price", subject to later adjustment as provided in the Agreement. The Market
Value is defined in the Agreement as the average of the last sale prices, quoted
regular way, of the Common Stock on the New York Stock Exchange during the ten
trading days ending three days prior to the Closing Date, provided, however,
that the Market Value shall not be less than $24.00 and not more than $33.00.
All per share figures set forth herein have been retroactively adjusted to
reflect the Company's recent two-for-one stock split. The Estimated Purchase
Price is defined in the Agreement as $6,320,000. Pursuant to the Agreement:
(i) On the Closing Date, the Company issued an aggregate of
209,922 shares of Common Stock, 167,938 (80%) of which were issued in
the name of MII free of escrow and 41,984 (20%) of which were delivered
to an escrow agent (the "Escrow Agent");
(ii) Pursuant to the Agreement, accountants for the Company
and MII will generate a report determining the value of MII's assets
transferred to the Company, less its liabilities assumed by the Company
("Net Asset Value") as of the Closing Date. If the Net Asset Value
exceeds $800,000, the Company will issue that number of additional
shares of Common Stock determined by dividing (i) the excess of such
Net Asset Value over $800,000 by (ii) the Market Value. Ninety percent
of such additional shares (if any) will be issued in the name of MII
free of escrow and the balance will be delivered to the Escrow Agent.
If the Net Asset Value is less than $800,000, the Company will be
entitled to a refund of that number of shares of Common Stock
determined by dividing (i) the excess of $800,000 over such Net Asset
Value by (ii) the Market Value. In such instance, 80% of the refund
shares will be returned to the Company by MII (or its shareholders) and
the 20% balance will be returned by the Escrow Agent.
(iii) The Agreement also requires the Escrow Agent 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.
<PAGE>
MII has advised the Company that it will adopt a plan of liquidation or other
plan or agreement pursuant to which MII's shareholders (the "Selling
Shareholders") will receive all, or substantially all, of the Common Stock
ultimately transferred to MII pursuant to the Agreement. The following table
sets forth the percentage ownership of each of MII's shareholders in MII, and,
accordingly, the percentage of the shares of Common Stock issued to MII and the
Escrow Agent which will be transferred to each of MII's shareholders pursuant to
such plan or agreement, assuming no additions to or deletions from the escrow.
The table also sets forth the approximate number of shares that would be
allocable to each of MII's shareholders pursuant to such plan or agreement,
assuming that 41,984 shares of Common Stock will be delivered to MII and the
Escrow Agent and transferred by MII and the Escrow Agent pro rata to such
shareholders pursuant to the plan or agreement.
Percentage Ownership Number of Shares
Selling Shareholder of MII to be Received*
- ------------------- -------------------- ----------------
Gewinner Garrison 31.65 66,440
Terry Haynes 31.65 66,440
Brenda Scholl 5.05 10,601
Zachary Scholl 31.65 66,440
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*It is anticipated that upon completion of this offering, the Selling
Shareholders will not own any shares of Common Stock. Prior to the Closing Date,
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 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
<PAGE>
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.
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
<PAGE>
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............................................$1,924
Legal fees and expenses..........................................4,000
Accounting fees and expenses.....................................2,500
Miscellaneous expenses...........................................1,576
Total......................................................$10,000
=======
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
<PAGE>
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, 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. 1.
<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
<PAGE>
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. 1 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. 1 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
- -------------------- Executive Officer
Donald R. Roden 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
<PAGE>
/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
<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. 1.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-68751 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
