SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BERGEN CAPITAL TRUST I
(Exact name of registrant as specified in its charter)
Delaware 33-6258956
(State of incorporation) (I.R.S. Employer Identification No.)
4000 Metropolitan Drive, Orange, California 92868
(Address of principal executive offices) (Zip Code)
BERGEN BRUNSWIG CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-1444512
(State of incorporation) (I.R.S. Employer Identification No.)
4000 Metropolitan Drive, Orange, California 92868
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), check the following box. [_]
Securities Act registration statement file number to which this form relates:
333-74349.
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
7.80% Trust Originated Preferred Securities New York Stock Exchange, Inc.
(and the Guarantee by Bergen Brunswig
Corporation with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant's Securities to be Registered.
The title of the class of securities to be registered hereunder is
7.80% Trust Originated Preferred SecuritiesSM (the "TOPrS"). The
TOPrS were issued by Bergen Capital Trust I and guaranteed by Bergen
Brunswig Corporation ("Bergen") to the extent set forth in the
Preferred Securities Guarantee Agreement described below. A
description of the TOPrS is set forth in the Registration Statement
on Form S-3 (File No. 333-74349), filed with the Securities and
Exchange Commission (the "Commission") on March 12, 1999, as amended
by Amendment No. 1 thereto filed on May 14, 1999 and declared
effective by the Commission on May 14, 1999 (as amended, the
"Registration Statement") under the captions "Description of
Securities," "Description of Debt Securities," "Description of
Preferred Securities," "Description of Preferred Securities
Guarantees" and "Relationship Among Preferred Securities, Preferred
Securities Guarantees and Subordinated Debt Securities Held by Each
Trust" and in the Prospectus Supplement relating thereto dated May
20, 1999 and filed with the Commission on May 24, 1999 pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, under the
captions "Description of Securities," "Certain Terms of the Preferred
Securities," "Certain Information Regarding the Preferred Securities
Guarantees," "Certain Terms of the Subordinated Notes" and "Certain
United States Federal Income Tax Consequences," which description is
hereby incorporated by reference herein. Any form of prospectus or
prospectus supplement that includes such description that is
subsequently filed by the registrant as part of an amendment to the
Registration Statement or otherwise pursuant to Rule 424(b) under the
Securities Act is hereby incorporated by reference herein.
Item 2. Exhibits.
1. Certificate of Trust of Bergen Capital Trust I (incorporated
herein by reference to Exhibit 3.1 to the Registration
Statement).
2. Declaration of Trust of Bergen Capital Trust I (incorporated
herein by reference to Exhibit 4.1 to the Registration
Statement).
3. Amended and Restated Declaration of Trust of Bergen Capital
Trust I (incorporated herein by reference to Exhibit 4.1 to the
8-K of Bergen filed May 26,1999 (the "Bergen 8-K")).
4. Form of Preferred Security of Bergen Capital Trust I (included
in Exhibit 3 hereto).
5. Indenture (Subordinated Debt Securities), dated as of May 14,
1999, between Bergen and Chase Manhattan Bank and Trust Company,
National Association, as Trustee (incorporated herein by
reference to Exhibit 4.6 to the Registration Statement).
6. Officers' Certificate, dated as of May 24, 1999, pursuant to the
Indenture (incorporated herein by reference to Exhibit 4.2 to
the Bergen 8-K).
7. Form of 7.80% Subordinated Deferrable Interest Notes due June
30, 2039 (incorporated herein by reference to Exhibit 4.4 to the
Bergen 8-K).
8. Preferred Securities Guarantee Agreement, dated as of May 26,
1999, between Chase Manhattan Bank and Trust Company, National
Association, as Trustee, and Bergen (incorporated herein by
reference to Exhibit 4.4 to the Bergen 8-K).
9. Common Securities Guarantee Agreement, dated as of May 26, 1999,
between Chase Manhattan Bank and Trust Company, National
Association, as Trustee, and Bergen (incorporated herein by
reference to Exhibit 4.5 to the Bergen 8-K).
"Trust Originated Preferred Securities" and "TOPrS" are service marks
of Merrill Lynch & Co., Inc.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, each Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
DATE: May 26, 1999 BERGEN CAPITAL TRUST I
By: /s/ Donald R. Roden
___________________
Name: Donald R. Roden
Title: Regular Trustee
By: /s/ Neil F. Dimick
__________________
Name: Neil F. Dimick
Title: Regular Trustee
By: /s/ Milan Sawdei
___________________
Name: Milan A. Sawdei
Title: Regular Trustee
BERGEN BRUNSWIG CORPORATION
By: /s/ Neil F. Dimick
__________________
Name: Neil F. Dimick
Title: Executive Vice President and
Chief Financial Officer