Business Context and Reporting Period
This Form 8-K, dated August 29, 2001, reports the consummation of a merger between AmeriSource Health Corporation ("AmeriSource") and Bergen Brunswig Corporation ("Bergen") under the parent entity AmerisourceBergen Corporation (formerly AABB Corporation). The transaction was executed pursuant to a Merger Agreement dated March 16, 2001. Following the merger, the combined entity operates under the ticker symbol "ABC" on the New York Stock Exchange.
Key Financial Metrics and Transaction Terms
The filing details the exchange ratios for the merger but does not provide consolidated revenue, profit, or cash flow figures for the newly formed entity within this specific document.
- Exchange Ratio (Bergen): Bergen stockholders received 0.37 shares of AmerisourceBergen common stock for each share of Bergen owned.
- Exchange Ratio (AmeriSource): AmeriSource stockholders received one share of AmerisourceBergen common stock for each share of AmeriSource owned.
- Debt Instruments: Bergen's 6 7/8% Exchangeable Subordinated Debentures (due 2011) and 7 3/8% Senior Notes (due 2003) were de-listed from the NYSE as part of the transaction.
- Financial Statements: Historical financial statements for Bergen are incorporated by reference from prior filings (Form 10-K for the year ended September 30, 2000, and Form 10-Q for the quarter ended June 30, 2001). Pro forma financial information is noted to be filed by amendment.
Material Changes
The primary material change is the structural consolidation of AmeriSource and Bergen into AmerisourceBergen Corporation. Consequently, the common stock, rights, and specific debt instruments of both AmeriSource and Bergen have been de-listed from the New York Stock Exchange. The registrant has filed Form 15 to terminate the registration of these securities under the Exchange Act.
Management Commentary, Governance, and Risks
Board of Directors: The merger resulted in a reconstituted Board of Directors. New designees include Rodney H. Brady, James R. Mellor, Francis G. Rodgers (designated by Bergen), and Richard C. Gozon, J. Lawrence Wilson, and Edward E. Hagenlocker (designated by AmeriSource). Kurt J. Hilzinger and Neil F. Dimick resigned from the board. Robert E. Martini serves as Chairman, and R. David Yost serves as President and CEO.
Regulatory Status: The issuance of new common stock was registered under the Securities Act of 1933 via Form S-4, declared effective on July 31, 2001. The new stock is deemed registered under Section 12(b) of the Exchange Act.
Risks and Contingencies: The filing does not explicitly list new risks or contingencies beyond the standard execution of the merger terms and the de-listing of legacy securities.
Investor Verification Checklist
- Verify the pro forma financial information, which is pending in an amendment to this report.
- Review the Joint Proxy Statement -- Prospectus (filed August 1, 2001) for detailed transaction terms and capital stock descriptions.
- Confirm the status of Bergen's legacy debt instruments (6 7/8% Debentures and 7 3/8% Senior Notes) following their de-listing.
- Examine the incorporated financial statements of Bergen (Form 10-K and 10-Q) for historical performance data.