0001021408-01-508879.txt : 20011031 0001021408-01-508879.hdr.sgml : 20011031 ACCESSION NUMBER: 0001021408-01-508879 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010829 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERISOURCEBERGEN CORP CENTRAL INDEX KEY: 0001140859 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 233079390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16671 FILM NUMBER: 1768434 BUSINESS ADDRESS: STREET 1: 1800 MORRIS DRIVE, SUITE 100 CITY: CHESTERBROOK STATE: PA ZIP: 19087-5594 BUSINESS PHONE: 6107277000 8-K/A 1 d8ka.txt FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 _____________ FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 _____________ 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 No.)
_____________ 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) _____________ (Former name or former address, if changed since last report) _____________ Item 2. Acquisition and Disposition of Assets. ------------------------------------- Effective August 29, 2001, pursuant to the Agreement and Plan of Merger, 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 (the "Merger"). AmerisourceBergen reported the Merger in a Form 8-K dated August 29, 2001 (filed August 30, 2001). By this amendment, AmerisourceBergen is filing the unaudited pro forma financial information required by Item 7(b). Item 7. Financial Statements and Exhibits --------------------------------- (b) AmerisourceBergen incorporates by reference herein the section entitled "AmerisourceBergen Corporation Unaudited Pro Forma Consolidated Condensed Financial Information" in its Registration Statement on Form S-4 (No. 333-71942) filed with the Securities and Exchange Commission on October 19, 2001 and effective as of October 26, 2001. This section, which includes an introduction and the following unaudited pro forma financial information, is included as Exhibit 99.3 hereto: (i) Unaudited Pro Forma Consolidated Condensed Balance Sheet as of June 30, 2001; (ii) Unaudited Pro Forma Consolidated Condensed Statement of Operations for the year ended September 30, 2000; (iii) Unaudited Pro Forma Consolidated Condensed Statement of Operations for the nine months ended June 30, 2001; (iv) Notes to Unaudited Pro Forma Consolidated Condensed Financial Information. (c) Exhibits 99.3 AmerisourceBergen Corporation Unaudited Pro Forma Consolidated Condensed Financial Information, including the Unaudited Pro Forma Consolidated Condensed Balance Sheet as of June 30, 2001, Unaudited Pro Forma Consolidated Condensed Statement of Operations for the year ended September 30, 2000, Unaudited Pro Forma Consolidated Condensed Statement of Operations for the nine months ended June 30, 2001, and Notes to Unaudited Pro Forma Consolidated Condensed Financial Information (incorporated by reference to AmerisourceBergen's Registration Statement on Form S-4 (No. 333-71942) filed with the Securities and Exchange Commission on October 19, 2001 and effective as of October 26, 2001). 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 Date: October 29, 2001 By: /s/ Neil F. Dimick ------------------------------------- Name: Neil F. Dimick Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX Number Exhibit 99.3 AmerisourceBergen Corporation Unaudited Pro Forma Consolidated Condensed Financial Information, including the Unaudited Pro Forma Consolidated Condensed Balance Sheet as of June 30, 2001, Unaudited Pro Forma Consolidated Condensed Statement of Operations for the year ended September 30, 2000, Unaudited Pro Forma Consolidated Condensed Statement of Operations for the nine months ended June 30, 2001, and Notes to Unaudited Pro Forma Consolidated Condensed Financial Information (incorporated by reference to AmerisourceBergen's Registration Statement on Form S-4 (No. 333- 71942) filed with the Securities and Exchange Commission on October 19, 2001 and effective as of October 26, 2001).