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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 23, 1997
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
BERGEN BRUNSWIG CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
NEW JERSEY 1-5110 22-1444512
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
4000 METROPOLITAN DRIVE, ORANGE, CALIFORNIA 92668
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(714) 385-4000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
On August 24, 1997, Bergen Brunswig Corporation ("Bergen") and Cardinal
Health, Inc. ("Cardinal") announced that they have entered into an Agreement
and Plan of Merger, dated as of August 23, 1997 (the "Merger Agreement"),
pursuant to which Bruin Merger Corp., a newly formed wholly owned subsidiary of
Cardinal, will be merged with and into Bergen and Bergen will become a wholly
owned subsidiary of Cardinal (the "Merger"). Under the terms of the Merger
Agreement, shareholders of Bergen will receive 0.7750 of a Cardinal Common
Share for each share of Bergen Common Stock they hold upon consummation of the
Merger. The Merger is intended to be tax-free and to qualify as a pooling of
interests for financial reporting purposes. Consummation of the transaction is
subject to the satisfaction of certain conditions, including approvals by the
shareholders of Bergen and Cardinal and receipt of certain regulatory
approvals.
The Merger Agreement also provides that in the event the Merger is
terminated pursuant to certain of the circumstances specified under Article VII
thereof, either Bergen or Cardinal, depending upon the circumstances giving rise
to the termination, may be obligated to pay to the other a termination fee or as
liquidated damages, either $50 million or $75 million. In addition to such
payment, in certain circumstances set forth in such Article, one party may
become obligated to reimburse the other party up to $12 million for costs and
expenses incurred in connection with the transaction.
The Merger Agreement is filed as Exhibit 99.1 hereto and is incorporated
herein by reference. The foregoing description of the Merger Agreement is
qualified in its entirety by reference to such Exhibit.
In connection with the execution of the Merger Agreement, Bergen and
Cardinal entered into a Stock Option Agreement, dated August 23, 1997 (the
"Stock Option Agreement"), pursuant to which Bergen granted Cardinal an option,
exercisable under certain circumstances specified in such agreement, to
purchase up to 10,028,163 shares of Bergen Common Stock (approximately 19.9% of
the outstanding shares of Bergen Brunswig Stock, without giving effect to the
exercise of the option), at a purchase price of $48.29 per share. The Stock
Option Agreement is filed as Exhibit 99.2 hereto and is incorporated herein by
reference. The foregoing description of the Stock Option Agreement is
qualified in its entirety by reference to such Exhibit.
In connection with the execution of the Merger Agreement, Mr. Robert E.
Martini, Chairman of Bergen, entered into a Support/Voting Agreement, dated
August 23, 1997 (the "Support/Voting Agreement"), with Cardinal, pursuant to
which Mr. Martini agreed to take certain actions in connection with the
proposed Merger, including voting the shares of Bergen Common Stock
beneficially owned by him in favor of the Merger at any meeting of shareholders
held to consider the Merger. Mr. Martini beneficially owns approximately 5.5%
of the outstanding shares of Bergen Common Stock. The Support/Voting Agreement
is filed as Exhibit
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99.3 hereto and is incorporated herein by reference. The foregoing description
of the Support/Voting Agreement is qualified in its entirety by reference to
such Exhibit.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
The following exhibits are filed as part of this report:
99.1 Agreement and Plan of Merger, dated as of August 23, 1997, by and among
Cardinal Health, Inc., Bruin Merger Corp. and Bergen Brunswig
Corporation.
99.2 Stock Option Agreement, dated August 23, 1997, between Cardinal
Health, Inc. and Bergen Brunswig Corporation.
99.3 Support/Voting Agreement, dated August 23, 1997, by and between Robert
E. Martini and Cardinal Health, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BERGEN BRUNSWIG CORPORATION
Dated: August 27, 1997 By: /s/ Milan A. Sawdei
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Milan A. Sawdei
Executive Vice President,
Chief Legal Officer and Secretary
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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99.1 Agreement and Plan of Merger, dated as of August 23, 1997,
by and among Cardinal Health, Inc., Bergen Brunswig
Corporation and Bruin Merger Corp.
99.2 Stock Option Agreement, dated August 23, 1997, between
Cardinal Health, Inc. and Bergen Brunswig Corporation.
99.3 Support/Voting Agreement, dated August 23, 1997, by and
between Robert E. Martini and Cardinal Health, Inc.
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