-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KPMRreMYcPA6oe7RFyakul1VDpuodRt8SEUUmMcvcZNF3uB4F8H5vM0tNIzkmKSN w0fnQHGPKcDgafSJrG5PKA== 0000905718-99-000353.txt : 19990624 0000905718-99-000353.hdr.sgml : 19990624 ACCESSION NUMBER: 0000905718-99-000353 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERGEN BRUNSWIG CORP CENTRAL INDEX KEY: 0000011454 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 221444512 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-05110 FILM NUMBER: 99636048 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92668 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92668 FORMER COMPANY: FORMER CONFORMED NAME: BERGEN DRUG CO INC DATE OF NAME CHANGE: 19690409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERGEN CAPITAL TRUST I CENTRAL INDEX KEY: 0001086713 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-05110-01 FILM NUMBER: 99636049 BUSINESS ADDRESS: STREET 1: 4000 METROPOLITAN DR CITY: ORANGE STATE: CA ZIP: 92668 BUSINESS PHONE: 7143854000 MAIL ADDRESS: STREET 1: 4000 METROPOLITAN DRIVE CITY: ORANGE STATE: CA ZIP: 92668 8-A12B 1 8-A12B SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 BERGEN CAPITAL TRUST I (Exact name of registrant as specified in its charter) Delaware 33-6258956 (State of incorporation) (I.R.S. Employer Identification No.) 4000 Metropolitan Drive, Orange, California 92868 (Address of principal executive offices) (Zip Code) BERGEN BRUNSWIG CORPORATION (Exact name of registrant as specified in its charter) New Jersey 22-1444512 (State of incorporation) (I.R.S. Employer Identification No.) 4000 Metropolitan Drive, Orange, California 92868 (Address of principal executive offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d), check the following box. [_] Securities Act registration statement file number to which this form relates: 333-74349. Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class to be so registered each class is to be registered 7.80% Trust Originated Preferred Securities New York Stock Exchange, Inc. (and the Guarantee by Bergen Brunswig Corporation with respect thereto) Securities to be registered pursuant to Section 12(g) of the Act: None Item 1. Description of Registrant's Securities to be Registered. The title of the class of securities to be registered hereunder is 7.80% Trust Originated Preferred SecuritiesSM (the "TOPrS"). The TOPrS were issued by Bergen Capital Trust I and guaranteed by Bergen Brunswig Corporation ("Bergen") to the extent set forth in the Preferred Securities Guarantee Agreement described below. A description of the TOPrS is set forth in the Registration Statement on Form S-3 (File No. 333-74349), filed with the Securities and Exchange Commission (the "Commission") on March 12, 1999, as amended by Amendment No. 1 thereto filed on May 14, 1999 and declared effective by the Commission on May 14, 1999 (as amended, the "Registration Statement") under the captions "Description of Securities," "Description of Debt Securities," "Description of Preferred Securities," "Description of Preferred Securities Guarantees" and "Relationship Among Preferred Securities, Preferred Securities Guarantees and Subordinated Debt Securities Held by Each Trust" and in the Prospectus Supplement relating thereto dated May 20, 1999 and filed with the Commission on May 24, 1999 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, under the captions "Description of Securities," "Certain Terms of the Preferred Securities," "Certain Information Regarding the Preferred Securities Guarantees," "Certain Terms of the Subordinated Notes" and "Certain United States Federal Income Tax Consequences," which description is hereby incorporated by reference herein. Any form of prospectus or prospectus supplement that includes such description that is subsequently filed by the registrant as part of an amendment to the Registration Statement or otherwise pursuant to Rule 424(b) under the Securities Act is hereby incorporated by reference herein. Item 2. Exhibits. 1. Certificate of Trust of Bergen Capital Trust I (incorporated herein by reference to Exhibit 3.1 to the Registration Statement). 2. Declaration of Trust of Bergen Capital Trust I (incorporated herein by reference to Exhibit 4.1 to the Registration Statement). 3. Amended and Restated Declaration of Trust of Bergen Capital Trust I (incorporated herein by reference to Exhibit 4.1 to the 8-K of Bergen filed May 26,1999 (the "Bergen 8-K")). 4. Form of Preferred Security of Bergen Capital Trust I (included in Exhibit 3 hereto). 5. Indenture (Subordinated Debt Securities), dated as of May 14, 1999, between Bergen and Chase Manhattan Bank and Trust Company, National Association, as Trustee (incorporated herein by reference to Exhibit 4.6 to the Registration Statement). 6. Officers' Certificate, dated as of May 24, 1999, pursuant to the Indenture (incorporated herein by reference to Exhibit 4.2 to the Bergen 8-K). 7. Form of 7.80% Subordinated Deferrable Interest Notes due June 30, 2039 (incorporated herein by reference to Exhibit 4.4 to the Bergen 8-K). 8. Preferred Securities Guarantee Agreement, dated as of May 26, 1999, between Chase Manhattan Bank and Trust Company, National Association, as Trustee, and Bergen (incorporated herein by reference to Exhibit 4.4 to the Bergen 8-K). 9. Common Securities Guarantee Agreement, dated as of May 26, 1999, between Chase Manhattan Bank and Trust Company, National Association, as Trustee, and Bergen (incorporated herein by reference to Exhibit 4.5 to the Bergen 8-K). "Trust Originated Preferred Securities" and "TOPrS" are service marks of Merrill Lynch & Co., Inc. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. DATE: May 26, 1999 BERGEN CAPITAL TRUST I By: /s/ Donald R. Roden ___________________ Name: Donald R. Roden Title: Regular Trustee By: /s/ Neil F. Dimick __________________ Name: Neil F. Dimick Title: Regular Trustee By: /s/ Milan Sawdei ___________________ Name: Milan A. Sawdei Title: Regular Trustee BERGEN BRUNSWIG CORPORATION By: /s/ Neil F. Dimick __________________ Name: Neil F. Dimick Title: Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----