8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 14, 2005

AmerisourceBergen Corporation

(Exact name of Registrant as specified in its charter)

Delaware	1-16671	23-3079390
(State or Other Jurisdiction of Incorporation or Organization)	Commission File Number	(I.R.S. Employer Identification Number)

1300 Morris Drive Chesterbrook, PA	19087
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 727-7000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

AmerisourceBergen Corporation (the “Registrant”) has entered into (i) a Supplemental Indenture dated September 8, 2005 (the “Supplemental 2001 Indenture”) amending the Indenture dated as of August 14, 2001 between the Registrant, certain subsidiaries of the Registrant signatory thereto and J.P. Morgan Trust Company, National Association (successor in interest to Chase Manhattan Bank and Trust Company, National Association), as Trustee, relating to the Registrant’s 8.125% senior notes due 2008 (the “2001 Indenture”) and (ii) a Supplemental Indenture dated September 8, 2005 (the “Supplemental 2002 Indenture” and, together with the Supplemental 2001 Indenture, the “Supplemental Indentures”) amending the Indenture dated as of November 18, 2002 between the Registrant, certain subsidiaries of the Registrant signatory thereto and J.P. Morgan Trust Company, National Association, as Trustee, relating to the Company’s 7.25% senior notes due 2012 (the “2002 Indenture” and, collectively with the 2001 Indenture, the “Original Indentures”).

The Supplemental Indentures:

* eliminate substantially all of the restrictive covenants contained in the Original Indentures, including the covenants relating to restricted payments and dividends, debt incurrence, liens, affiliate transactions, asset sales, sale-leaseback arrangements, guarantees and offers to repurchase notes upon the occurrence of certain changes in control;

* eliminate certain events of default contained in the Original Indentures, including those relating to compliance with covenants and representations, defaults under certain secured debt instruments and the entry of certain judgments;

* modify the defeasance provision contained in the Original Indentures by simplifying the procedures for defeasance to require only that the Registrant place on deposit an amount equal to the outstanding principal amount of all the outstanding notes under the Original Indentures being defeased plus required interest payments and servicing fees; and

* modify certain other provisions contained in the Original Indentures, including elimination of the trustee’s right to assert certain general remedies and the right of the trustee to bring a suit for collection under the notes issued under the Original Indentures upon a default.

The Supplemental Indentures became operative on September 14, 2005.

Item 8.01. Other Events.

On September 14, 2005, the Registrant issued a news release announcing that it completed the sale of $400 million in aggregate principal amount of 5.625% senior notes due 2012 and $500 million in aggregate principal amount of 5.875% senior notes due 2015. The two series of senior notes each were sold at 99.5 percent of principal

amount, resulting in an effective annual interest rate of 5.71% on the 2012 notes and an effective annual interest rate of 5.94% on the 2015 notes. In connection with its tender offer and consent solicitation for its $500 million 8.125% senior notes due 2008 and its $300 million 7.25% senior notes due 2012, the Registrant also announced that it accepted for purchase and made payment for approximately $497.7 million aggregate principal amount of the 8.125% senior notes due 2008, representing approximately 99.5% of the total principal amount outstanding of such notes, and $299.3 million aggregate principal amount of the 7.25% senior notes due 2012, representing approximately 99.8% of the total principal amount outstanding of such notes. The total consideration paid was for $1,103.04 for each $1,000 principal amount of 8.125% senior notes due 2008 accepted for purchase and $1,166.37 for each $1,000 principal amount of 7.25% senior notes due 2012 accepted for purchase, in each case plus accrued and unpaid interest, if any, from the last interest payment date up to, but not including, the payment date and in each case without regard to whether the notes accepted for purchase were tendered before or after 5:00 p.m., Eastern Daylight Savings Time, on September 8, 2005. A copy of the news release is filed as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c)	Exhibits.
	99.1	News Release dated September 14, 2005

SIGNATURES

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.

	AMERISOURCEBERGEN CORPORATION
Date: September 16, 2005	By:	/s/ Michael D. DiCandilo
	Name:	Michael D. DiCandilo
	Title:	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

	AmerisourceBergen Corporation
	P.O. Box 959
	Valley Forge, PA 19482

Contact:	Michael N. Kilpatric
	610-727-7118
	mkilpatric@amerisourcebergen.com

AMERISOURCEBERGEN COMPLETES SALE OF $900 MILLION IN AGGREGATE

PRINCIPAL AMOUNT OF SENIOR NOTES AND PURCHASE OF OVER 99 PERCENT OF

ITS $500 MILLION 8.125 PERCENT AND $300 MILLION 7.25 PERCENT SENIOR

NOTES

VALLEY FORGE, Pa. September 14, 2005 — AmerisourceBergen Corporation (NYSE: ABC) today announced that it completed the sale of $400 million of 5.625 percent senior notes due 2012 and $500 million of 5.875 percent senior notes due 2015. The notes were issued in a private placement and were resold by the initial purchasers to qualified institutional buyers under Rule 144A and Regulation S of the Securities Act of 1933, as amended. The 2012 notes and 2015 notes each were sold at 99.5 percent of principal amount, resulting in an effective annual interest rate of 5.71 percent on the 2012 notes and an effective annual interest rate of 5.94 percent on the 2015 notes.

The gross proceeds from the sale of the notes have been used to finance the purchase of the notes tendered through September 13, 2005 in connection with the tender offer and consent solicitation launched August 25, 2005 for AmerisourceBergen’s $500 million 8.125 percent senior notes due 2008 and its $300 million 7.25 percent senior notes due 2012 and to pay related discounts, fees and expenses of these transactions.

For the tendered senior notes, AmerisourceBergen has accepted for purchase and made payment for approximately $497.7 million aggregate principal amount of the $500 million 8.125 percent senior notes due 2008 (CUSIP No. 03073QAB4), representing approximately 99.5 percent of the total principal amount outstanding of these notes, and $299.3 million aggregate principal amount of the $300 million 7.25 percent senior notes due 2012 (CUSIP No. 03073EAB1), representing approximately 99.8 percent of the total principal amount outstanding of these notes. The total consideration paid was for $1,103.04 for each $1,000 principal amount of 8.125 percent senior notes due 2008 accepted for purchase and $1,166.37 for each $1,000 principal amount of 7.25 percent senior notes due 2012 accepted for purchase, in each case plus accrued and unpaid interest, if any, from the last interest payment date up to, but not including, the payment date and in each case without regard to whether the notes accepted for purchase were tendered before or after 5:00 p.m., EDT, on September 8, 2005.

The tender offer and consent solicitation for the two series of notes will expire at 5:00 p.m., EDT, on Friday, September 23, 2005.

As a result of the receipt of the requisite amount of consents in connection with the Company’s tender offer and consent solicitation, AmerisourceBergen, the respective guarantors of both senior notes and J.P. Morgan Trust Company, as trustee, entered into supplemental indentures dated September 8, 2005 relating to each series of senior notes. The supplemental indentures are operative today. The supplemental indentures eliminate substantially all of the restrictive covenants and certain events of default contained in the original indenture and modify the defeasance and certain other provisions contained in the original indentures.

This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein. AmerisourceBergen has offered and sold the notes in reliance upon exemptions from registration under the Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public offering. The notes have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This news release also does not constitute an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities.

About AmerisourceBergen

AmerisourceBergen (NYSE:ABC) is one of the largest pharmaceutical services companies in the United States. Servicing both pharmaceutical manufacturers and healthcare providers in the pharmaceutical supply channel, the Company provides drug distribution and related services designed to reduce costs and improve patient outcomes. AmerisourceBergen’s service solutions range from pharmacy automation, bedside medication safety systems, and pharmaceutical packaging to pharmacy services for skilled nursing and assisted living facilities, reimbursement and pharmaceutical consulting services, and physician education. With more than $54 billion in revenue, AmerisourceBergen is headquartered in Valley Forge, PA, and employs more than 14,000 people. AmerisourceBergen is ranked #23 on the Fortune 500 list. For more information, go to www.amerisourcebergen.com.

FORWARD-LOOKING STATEMENTS

This news release may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the forward-looking statements. Forward-looking statements may include statements addressing AmerisourceBergen’s future financial and operating results and the benefits, efficiencies and savings to be derived from the Company’s integration plans to consolidate its distribution network.

The following factors, among others, could cause actual results to differ materially from those described in any forward-looking statements: competitive pressures; the loss of one or more key customer or supplier relationships; customer defaults or insolvencies; changes in customer mix; supplier defaults or insolvencies; changes in pharmaceutical manufacturers’ pricing and distribution policies or practices; adverse resolution of any contract or other disputes with customers (including departments and agencies of the U.S. Government) or suppliers; regulatory changes; changes in U.S. government policies (including reimbursement changes arising from the Medicare Modernization Act); market interest rates; operational or control issues arising from AmerisourceBergen’s outsourcing of information technology activities; success of the Pharmaceutical Distribution segment’s ability to transition its business model to fee-for-service; success of integration, restructuring or systems initiatives; acquisition of businesses that do not perform as we expect or that are difficult for us to integrate or control; and other economic, business, competitive, legal, regulatory and/or operational factors affecting the business of AmerisourceBergen generally.

More detailed information about these and other risk factors is set forth in AmerisourceBergen’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for fiscal 2004.

AmerisourceBergen is under no obligation to (and expressly disclaims any such obligation to) update or alter any forward -looking statements whether as a result of new information, future events or otherwise.

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