SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): March 16, 2001
BERGEN BRUNSWIG CORPORATION
(Exact name of Registrant as specified in its charter)
New Jersey 1-5110 22-1444512
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
4000 Metropolitan Drive
Orange, California 92868-3510
(Address of principal executive offices, including zip code)
(714) 385-4000
(Registrant's telephone number, including area code)
Item 5. Other Events
On March 19, 2001, Bergen Brunswig Corporation, a New Jersey corporation
("Bergen"), announced that it had entered into an Agreement and Plan of Merger,
dated as of March 16, 2001 (the "Merger Agreement"), among Bergen, AmeriSource
Health Corporation, a Delaware corporation ("AmeriSource"), AABB Corporation, a
Delaware corporation 50% owned by each of Bergen and AmeriSource ("Parent"),
A-Sub Acquisition Corp., a Delaware corporation and a direct wholly owned
subsidiary of Parent ("AmeriSource Merger Sub"), and B-Sub Acquisition Corp., a
New Jersey corporation and a direct wholly owned subsidiary of Parent ("Bergen
Merger Sub").
Pursuant to the Merger Agreement, Parent will acquire all of the common
stock of each of AmeriSource and Bergen through the merger of AmeriSource Merger
Sub with and into AmeriSource and the merger of Bergen Merger Sub with and into
Bergen and the shareholders of each of AmeriSource and Bergen will receive
shares of common stock of Parent in respect of their interests in AmeriSource
and Bergen.
As a result of the merger, (i) each issued and outstanding share of Bergen
common stock will be converted into and represent the right to receive 0.37
shares of common stock, par value $0.01 per share, of Parent, and (ii) each
issued and outstanding share of AmeriSource common stock will be converted into
and represent the right to receive one share of common stock, par value $0.01
per share, of Parent.
Consummation of the merger is subject to certain conditions, including,
among other things, (i) approval of the merger by the shareholders of each of
Bergen and AmeriSource, (ii) the expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and (iii) the
promulgation of a final Statement of Financial Accounting Standards, which shall
provide for accounting treatment of the mergers and the other transactions
contemplated by the Merger Agreement in all material respects as in the Exposure
Draft of the proposed Statement entitled Business Combinations and Intangible
Assets - Accounting for Goodwill, dated February 14, 2001.
The above description is entirely qualified by the Merger Agreement, which
is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
On March 19, 2001, Bergen and AmeriSource issued a press release relating
to the Merger Agreement and the related transactions. A copy of the press
release is attached hereto as Exhibiti 99.1 and is incorporated herein by
reference.
Certain Information Concerning Participants
Bergen Brunswig Corporation and certain other individuals named below may
be deemed to be participants in the solicitation of proxies from Bergen Brunswig
Corporation shareholders. The participants in the solicitation may include the
following directors and executive officers of Bergen Brunswig Corporation:
Robert E. Martini, Neil F. Dimick, Charles C. Edwards, M.D., Jose E. Blanco,
Sr., Charles J. Lee, George R. Liddle, George E. Reinhardt, Jr., Rodney H.
Brady, Brent R. Martini, James R. Mellor, Francis G. Rodgers, Charles J.
Carpenter, Steven H. Collis, Milan A. Sawdei, Andrew P. McVay, Michael A.
Montevideo, Linda M. Burkett and Carol E. Scherman. Donna Dolan, who is an
officer of Bergen Brunswig Corporation, may also be deemed to be a participant
in the solicitation of proxies from Bergen Brunswig Corporation shareholders.
Collectively, as of November 1, 2000, the directors and executive officers
of Bergen Brunswig Corporation beneficially owned approximately 5.6% of the
outstanding shares of Bergen Brunswig Corporation common stock. Shareholders may
obtain additional information regarding the interests of the directors and
executive officers of Bergen Brunswig Corporation by reading the joint proxy
statement/prospectus when it becomes available.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of
March 16, 2001, among AABB Corporation,
AmeriSource Health Corporation, Bergen Brunswig
Corporation, A-Sub Acquisition Corp. and
B-Sub Acquisition Corp.
99.1 Joint press release issued by Bergen Brunswig
Corporation and AmeriSource Health Corporation
on March 19, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Bergen
Brunswig Corporation has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BERGEN BRUNSWIG CORPORATION
Date: March 19, 2001 By: /S/ Milan A. Sawdei
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Name: Milan A. Sawdei
Title: Executive Vice President
EXHIBIT INDEX
Exhibit
No. Description
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2.1 Agreement and Plan of Merger, dated as of March 16, 2001, among
AABB Corporation, AmeriSource Health Corporation, Bergen Brunswig
Corporation, A-Sub Acquisition Corp. and B-Sub Acquisition Corp.
99.1 Joint press release issued by Bergen Brunswig Corporation and
AmeriSource Health Corporation on March 19, 2001.