-----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, KR9GZ4k+AS/8wgR5ZKbFl8ONkEoB4pkPEHY49sRq15kaC/dyR+PrzKvbW3t/HbN4 G7EnYN3/O+vlGNnFZ5gwRQ== 0000950170-97-000332.txt : 19970329 0000950170-97-000332.hdr.sgml : 19970329 ACCESSION NUMBER: 0000950170-97-000332 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970328 SROS: NYSE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36080 FILM NUMBER: 97567475 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IVAX CORP /DE CENTRAL INDEX KEY: 0000772197 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 161003559 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8800 NW 36TH ST CITY: MIAMI STATE: FL ZIP: 33178 BUSINESS PHONE: 3055902200 FORMER COMPANY: FORMER CONFORMED NAME: IVAX CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: IVACO INDUSTRIES INC DATE OF NAME CHANGE: 19871213 FORMER COMPANY: FORMER CONFORMED NAME: INLAND VACUUM INDUSTRIES INC DATE OF NAME CHANGE: 19870611 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* BERGEN BRUNSWIG CORPORATION (Name of Issuer) CLASS A COMMON STOCK, $1.50 PAR VALUE (Title of Class of Securities) 083739102 (Cusip Number) ARMANDO A. TABERNILLA, 4400 BISCAYNE BOULEVARD, MIAMI, FLORIDA 33137 (305) 575-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 20, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of the Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filed out for a reporting person's initial on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 6 - ---------------------------- ------------------------ CUSIP NO. 083739102 13D PAGE 2 OF 6 - ---------------------------- ------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON IVAX Corporation I.R.S.# 16-1003559 - -------------------------------------------------------------------------------- 2 Check the appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida, United States of America - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 9,953,076 BENEFI- --------------------------------------------------------------- CIALLY 8 SHARED VOTING POWER OWNED BY 2,204,356 EACH REPORTING --------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 9,953,076 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,157,432 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- The Schedule 13D previously filed by IVAX Corporation, a Florida corporation ("IVAX"), with respect to the Class A Common Stock, par value $1.50 per share (the "Common Stock"), of Bergen Brunswig Corporation, a New Jersey corporation (the "Issuer") is amended and supplemented as follows: Item 2. IDENTITY AND BACKGROUND. Item 2 is amended and supplemented as follows: Information as to the identity and background of the directors and executive officers of IVAX is set forth in Appendix A attached hereto, which is incorporated herein by reference. Neither IVAX nor, to the best knowledge of IVAX, any of the directors, executive officers or controlling persons of IVAX during the last five years, (a) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violations with respect to such laws. Item 4. PURPOSE OF TRANSACTION. Item 4 is amended and supplemented as follows: On March 20, 1997, the Issuer unilaterally terminated the Agreement and Plan of Merger, dated as of November 10, 1996, between, among others, the Issuer and IVAX (the "Agreement"). In connection with the termination, the Issuer filed a lawsuit against IVAX on March 21, 1997, in the United States District Court for the Southern District of New York alleging, among other things, various breaches of the Agreement. IVAX does not believe that the Issuer had a legal right to terminate the Agreement and intends to defend the suit vigorously and pursue a counterclaim for breach of the Agreement by the Issuer. Page 3 of 6 SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. IVAX Corporation /S/ ARMANDO A. TABERNILLA ---------------------------------- Date: March 27, 1997 Armando A. Tabernilla Vice President - Legal Affairs and General Counsel, IVAX Corporation Page 4 of 6
APPENDIX A The following information is set forth as to directors and persons who may be deemed to be executive officers of IVAX. NAME EMPLOYER POSITION AND POSITION AND WITH IVAX ADDRESS Mark Andrews American Exploration Chairman of the Board of Director Company Directors and Chief 1331 Lamar Executive Officer Houston, TX 77010 Lloyd Bentsen Verner, Liipfert, Bernhard, Attorney Director McPherson & Hand 2600 Texas Commerce Tower 600 Travis Houston, TX 77002 Ernst Biekert, Ph.D. University of Heidelberg Professor Director Weinheimerstr. 21 Limburgerhof Germany 67117 Dante B. Fascell Holland & Knight Attorney/Partner Director 701 Brickell Avenue Suite 3000 Miami, FL 33131 Jack Fishman, Ph.D IVAX Corporation Vice Chairman of the Board Vice Chairman of the Board 4400 Biscayne Boulevard of Directors of Directors Miami, FL 33137 Phillip Frost, M.D. IVAX Corporation Chairman of the Board of Chairman of the Board of 4400 Biscayne Boulevard Directors and Chief Directors and Chief Miami, FL 33137 Executive Officer Executive Officer Harold S. Geneen Gunther International Ltd. Chairman of the Board of Director 301 Park Avenue Directors Suite 1919 New York, NY 10022 Jane Hsiao, Ph.D IVAX Corporation Vice Chairman-Technical Director, Vice Chairman -- 4400 Biscayne Boulevard Affairs Technical Affairs Miami, FL 33137 Lyle Kasprick 1067 Linden Lane Private Investor Director Orono, MN 55364-9754 Page 5 of 6 Isaac Kaye Norton Healthcare Ltd. Chief Executive Officer Director, Deputy Chief Gemini House - Flex Executive Officer Meadow Harlow - Essex CM19 5TJ England Harvey M. Krueger Lehman Brothers Senior Managing Director Director American Express Towers 17th Floor World Financial Center New York, NY 10285 John H. Moxley III, M.D. Korn/Ferry International Vice President Director 1800 Century Park East Suite 900 Los Angeles, CA 90067 Robert C. Strauss IVAX Corporation President and Chief Director, President and 4400 Biscayne Boulevard Operating Officer Chief Operating Officer Miami, FL 33137 Michael Weintraub 200 S.E. 1st Street Private Investor Director Suite 900 Miami, FL 33131 Samuel Broder, M.D. IVAX Corporation Senior Vice President- Senior Vice President -- 4400 Biscayne Boulevard Research and Development Research and Development Miami, FL 33137 and Chief Scientific Officer and Chief Scientific Officer Michael W. Fipps IVAX Corporation Chief Financial Officer Chief Financial Officer 4400 Biscayne Boulevard Miami, FL 33137 Norwick B.H. Goodspeed McGaw, Inc. President and Chief President and Chief 2325 McGaw Avenue Executive Officer Executive Officer -- Irvine, California 92714 McGaw, Inc. Except for Dr. Biekert, who is a citizen of Germany, and Mr. Kaye who is a citizen of Ireland, all such individuals are citizens of the United States of America.
Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----