SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): August 29, 2001
AmerisourceBergen Corporation
(Exact name of Registrant as specified in its charter)
Delaware 333-61440 23-3079390
(State or Other Jurisdiction Commission File Number (I.R.S. Employer
of Incorporation or Organization) Identification Number)
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1300 Morris Drive, Suite 100
Chesterbrook, Pennsylvania 19087-5594
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
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Effective August 29, 2001, pursuant to the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of March 16, 2001, among
AmerisourceBergen Corporation, formerly known as AABB Corporation
("AmerisourceBergen"), AmeriSource Health Corporation ("AmeriSource"), Bergen
Brunswig Corporation ("Bergen"), A-Sub Acquisition Corp. and B-Sub Acquisition
Corp., AmeriSource and Bergen combined their businesses by merging with
acquisition subsidiaries of AmerisourceBergen. As a result of these mergers,
Bergen common stockholders received 0.37 of a share of AmerisourceBergen common
stock for
each share of Bergen they owned and AmeriSource common stockholders received one
share of AmerisourceBergen common stock for each share of AmeriSource they
owned.
The issuance of AmerisourceBergen common stock under the Merger
Agreement was registered under the Securities Act of 1933, as amended, pursuant
to AmerisourceBergen's registration statement on Form S-4 (File No. 333-61440),
as amended (the "Registration Statement"), filed with the Securities and
Exchange Commission (the "SEC"). The Registration Statement was declared
effective on July 31, 2001. The Joint Proxy Statement -- Prospectus of Bergen
and AmeriSource filed with the SEC pursuant to Rule 424(b)(3) on August 1, 2001
(the "Joint Proxy Statement-Prospectus") contains additional information about
this transaction. Pursuant to Rule 12g-3(c) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the AmerisourceBergen common stock is
deemed to be registered under Section 12(b) of the Exchange Act. The
AmerisourceBergen common stock has been approved for listing on the New York
Stock Exchange and will trade under the ticker symbol "ABC". The description of
AmerisourceBergen common stock contained under the caption "Description of
AmerisourceBergen Capital Stock" in the Joint Proxy Statement -- Prospectus is
incorporated by reference herein.
The common stock of Bergen, the common stock of AmeriSource, the
rights of Bergen, the rights of AmeriSource, the 6 7/8% Exchangeable
Subordinated Debentures, due 2011, of Bergen and the 7 3/8% Senior Notes, due
2003, of Bergen were all registered pursuant to Section 12(b) of the Exchange
Act and listed on the New York Stock Exchange. Each of Bergen and AmeriSource is
de-listing its common stock and rights and Bergen is de-listing its 6 7/8%
Exchangeable Subordinated Debentures, due 2011, and its 7 3/8% Senior Notes, due
2003, from the New York Stock Exchange and filing a Form 15 with the SEC to
terminate such registrations under the Exchange Act.
A press release issued by AmeriSource and Bergen regarding the
consummation of the mergers under the Merger Agreement is attached hereto as
Exhibit 99.2 and is incorporated by reference herein in its entirety.
Item 5. Other Events and Regulation FD Disclosure
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On August 29, 2001 in accordance with the Merger Agreement, Bergen
and AmeriSource designated the following individuals to be directors of
AmerisourceBergen.
Name Designee of Class Expiration of Initial
Term
Rodney H. Brady Bergen I 2002
James R. Mellor Bergen II 2003
Francis G. Rodgers Bergen III 2004
Richard C. Gozon AmeriSource II 2003
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J. Lawrence Wilson AmeriSource II 2003
Edward E. Hagenlocker AmeriSource III 2004
In connection with such designation and in accordance with the
Merger Agreement, Kurt J. Hilzinger and Neil F. Dimick resigned as members of
the Board of Directors of AmerisourceBergen and the foregoing designees were
appointed to the Board of Directors of AmerisourceBergen, joining Robert E.
Martini, a class III director and Chairman of the Board, and R. David Yost, a
class I director and President and Chief Executive Officer of AmerisourceBergen,
on the Board of Directors.
Item 7. Financial Statements and Exhibits
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(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The consolidated financial statements of Bergen as of September
30, 2000 and 1999, and for the each of the three years ended September 30, 2000,
1999 and 1998 are incorporated by reference herein.
The unaudited consolidated financial statements of Bergen as of
June 30, 2001 and for each of the nine-months ended June 30, 2001 and 2000 are
incorporated by reference herein.
(B) PRO FORMA FINANCIAL INFORMATION.
Pro forma financial information will be filed by amendment to this
Current Report.
(C) EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of March 16,
2001, among AABB Corporation (now known as AmerisourceBergen Corporation),
AmeriSource Health Corporation, Bergen Brunswig Corporation, A-Sub Acquisition
Corp. and B-Sub Acquisition Corp. (incorporated by reference to Annex A to the
Joint Proxy Statement -- Prospectus filed by AmerisourceBergen pursuant to Rule
424(b)(3) on August 1, 2001).
23.1 Consent of Deloitte & Touche LLP.
99.1 Financial Statements of Bergen (incorporated by
reference to Bergen's Annual Report on Form 10-K for the year ended
September 30, 2000 filed on December 29, 2000 and to Bergen's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2001 filed on August 14, 2001(File
no. 1-5110)).
99.2 Press Release, dated August 29, 2001.
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Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
AMERISOURCEBERGEN CORPORATION
By:
/s/ William D. Sprague
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Name: William D. Sprague
Title: Vice President and Secretary
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EXHIBIT INDEX
Number Exhibit
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2.1 Agreement and Plan of Merger, dated as of March 16, 2001, among AABB
Corporation (now known as AmerisourceBergen Corporation), AmeriSource
Health Corporation, Bergen Brunswig Corporation, A-Sub Acquisition
Corp. and B-Sub Acquisition Corp. (incorporated by reference to Annex A
to the Joint Proxy Statement -- Prospectus filed by AmerisourceBergen
pursuant to Rule 424(b)(3) on August 1, 2001).
23.1 Consent of Deloitte & Touche LLP.
99.1 Financial Statements of Bergen (incorporated by reference to Bergen's
Annual Report on Form 10-K for the year ended September 30, 2000 filed
on December 29, 2000 and to Bergen's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2001 filed on August 14, 2001(File no.
1-5110)).
99.2 Press Release, dated August 29, 2001.
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