-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, X7FHCqKSQingavod1uKBRHJt2ygdHgtraDF5iY+7UIJatjpQhWMyWq4s1dMjFMKH Cv08vKeKviBdp73nvUXnrw== 0000011454-94-000013.txt : 19940705 0000011454-94-000013.hdr.sgml : 19940705 ACCESSION NUMBER: 0000011454-94-000013 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERGEN BRUNSWIG CORP CENTRAL INDEX KEY: 0000011454 STANDARD INDUSTRIAL CLASSIFICATION: 5122 IRS NUMBER: 221444512 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05110 FILM NUMBER: 94536536 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 11-K 1 BERGEN BRUNSWIG CORPORATION FORM 11-K FILING TOTAL NUMBER OF PAGES INCLUDED IN THIS ANNUAL REPORT IS 25. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934(FEE REQUIRED) For the fiscal year ended December 31, 1993 ----------------- OR [ ] TRANSITION REPORT PURSUANT TO 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934(NO FEE REQUIRED) For the transition period from _______________ to _______________ Commission file number 33-32465 -------- BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT ----------------------------------------------------- (Full title of the plan) BERGEN BRUNSWIG CORPORATION --------------------------- (Name of issuer of the securities held pursuant to the plan) 4000 Metropolitan Drive, Orange, California 92668-3510 - - -------------------------------------------- ---------- (Address of principal executive offices of (Zip code) issuer of securities) 1 BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT ===================================================== INDEX ----- PAGE NO. -------- INDEPENDENT AUDITORS' REPORT 3 FINANCIAL STATEMENTS: Statements of Net Assets Available for Plan Benefits at December 31, 1993 and 1992 5 Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 1993, 1992 and 1991 7 Notes to Financial Statements 10 SUPPLEMENTAL SCHEDULES: 1. Item 27a - Schedule of Assets Held for Investment Purposes at December 31, 1993 17 2. Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1993 22 SUPPLEMENTAL SCHEDULES OMITTED ------------------------------ Supplemental schedules not listed above are omitted because of the absence of conditions under which they are required. SIGNATURE 24 INDEPENDENT AUDITORS' CONSENT 25 2 INDEPENDENT AUDITORS' REPORT Bergen Brunswig Pre-Tax Investment Retirement Account: We have audited the accompanying statements of net assets available for plan benefits of Bergen Brunswig Pre-Tax Investment Retirement Account (the Plan) at December 31, 1993 and 1992 and the related statements of changes in net assets available for plan benefits for each of the three years in the period ended December 31, 1993. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for plan benefits at December 31, 1993 and 1992, and the changes in net assets available for plan benefits for each of the three years in the period ended December 31, 1993 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information by fund is presented for the purpose of additional analysis of the basic financial statements rather than to present information regarding the net assets available for plan benefits and changes in net assets available for plan benefits of the individual funds and is not a required part of the basic financial statements. Also, the accompanying supplemental schedules of (1) Item 27a - Schedule of Assets Held for Investment Purposes at December 31, 1993, and (2) Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1993 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental information by fund and 3 supplemental schedules are the responsibility of the Plan's management. Such supplemental information by fund and supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated, in all material respects, when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche Costa Mesa, California June 24, 1994 4 BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT ----------------------------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1993
SUPPLEMENTAL INFORMATION BY FUND -------------------------------------------------------------------------------- MASSACHUSETTS CAPITAL FIDELITY GUARANTEED DEVELOPMENT MAGELLAN GEORGE COMPANY INCOME DIVERSIFIED DIVERSIFIED PUTNAM STOCK PARTICIPANT FUND EQUITY FUND EQUITY FUND FUND FUND LOANS TOTAL ----------- ------------- ----------- ---------- ---------- ----------- ------------ ASSETS: Investments $56,852,452 $ - $24,519,724 $7,525,010 $6,851,036 $4,998,689 $100,746,911 Interfund transfers receivable 2,096,842 1,771,107 296,759 390,429 7,543 1,558 4,564,238 Contributions receivable 131,153 - 152,894 137,442 35,249 - 456,738 Interest and dividend income receivable 275,006 1,311 1,403,185 42 271 13 1,679,828 ----------- ---------- ----------- ---------- ---------- ---------- ------------ TOTAL ASSETS 59,355,453 1,772,418 26,372,562 8,052,923 6,894,099 5,000,260 107,447,715 ----------- ---------- ----------- ---------- ---------- ---------- ------------ LIABILITIES: Interfund transfers payable 2,321,915 1,744,646 308,345 50,152 99,167 40,013 4,564,238 Accrued liabilities - 27,772 1,402,899 - - 13 1,430,684 ----------- ---------- ----------- ---------- ---------- ---------- ------------ TOTAL LIABILITIES 2,321,915 1,772,418 1,711,244 50,152 99,167 40,026 5,994,922 ----------- ---------- ----------- ---------- ---------- ---------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $57,033,538 $ - $24,661,318 $8,002,771 $6,794,932 $4,960,234 $101,452,793 =========== ========== =========== ========== ========== ========== ============ See accompanying notes to financial statements. - - -------------------------------------------------------------------------------------------------------------------------- 5
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT ----------------------------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1992 SUPPLEMENTAL INFORMATION BY FUND ---------------------------------------------------------------------------- MASSACHUSETTS CAPITAL FIDELITY GUARANTEED DEVELOPMENT MAGELLAN GEORGE COMPANY INCOME DIVERSIFIED DIVERSIFIED PUTNAM STOCK PARTICIPANT FUND EQUITY FUND EQUITY FUND FUND FUND LOANS TOTAL ----------- ------------- ----------- -------- ---------- ----------- ----------- ASSETS: Investments $34,802,757 $2,241,142 $10,598,748 $846,675 $5,224,101 $3,458,038 $57,171,461 Interfund transfers receivable 112,231 63,882 94,264 18,791 59,187 - 348,355 Contributions receivable - - - 1,892 - - 1,892 Interest and dividend income receivable 220,544 60,729 199 - 275 - 281,747 ----------- ---------- ----------- -------- ---------- ---------- ----------- TOTAL ASSETS 35,135,532 2,365,753 10,693,211 867,358 5,283,563 3,458,038 57,803,455 ----------- ---------- ----------- -------- ---------- ---------- ----------- LIABILITIES: Benefits payable to participants 464,152 43,794 67,384 2,985 76,161 - 654,476 Interfund transfers payable 235,222 12,392 87,810 39 5,821 7,071 348,355 Accrued liabilities 244,939 63,358 14,068 155 16,826 - 339,346 ----------- ---------- ----------- -------- ---------- ---------- ----------- TOTAL LIABILITIES 944,313 119,544 169,262 3,179 98,808 7,071 1,342,177 ----------- ---------- ----------- -------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $34,191,219 $2,246,209 $10,523,949 $864,179 $5,184,755 $3,450,967 $56,461,278 =========== ========== =========== ======== ========== ========== =========== See accompanying notes to financial statements. - - ------------------------------------------------------------------------------------------------------------------------ 6
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT ----------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1993
SUPPLEMENTAL INFORMATION BY FUND -------------------------------------------------------------------------------- MASSACHUSETTS CAPITAL FIDELITY GUARANTEED DEVELOPMENT MAGELLAN GEORGE COMPANY INCOME DIVERSIFIED DIVERSIFIED PUTNAM STOCK PARTICIPANT FUND EQUITY FUND EQUITY FUND FUND FUND LOANS TOTAL ----------- ------------- ----------- ---------- ---------- ----------- ------------ ADDITIONS: Contributions: Participants $ 4,112,956 $ 141,133 $ 2,200,290 $ 682,529 $ 935,319 $ - $ 8,072,227 Employer 1,455,101 56,072 792,049 246,289 353,432 - 2,902,943 Transfers of participant balances 3,898,045 4,456 13,482,222 5,970,917 2,370,853 244,660 25,971,153 Transfer from Durr benefit plans 27,895,561 - 221,671 147,780 73,890 - 28,338,902 Transfer from T.C. Smith 401(k) Plan 3,236,686 - - - - - 3,236,686 Rollover from HDI 401(k) Plan 88,289 - - - - - 88,289 Interest income 3,340,015 8,699 81,726 15,565 49,613 - 3,495,618 Dividend income - 8,242 1,690,823 484,975 117,653 - 2,301,693 Participant loans - - - - - 3,010,428 3,010,428 Participant loan repayments 892,498 31,218 407,175 61,402 191,462 - 1,583,755 Net increase in fair value of investments - 232,126 1,848,889 - - - 2,081,015 ----------- ---------- ----------- ---------- ---------- ---------- ------------ TOTAL ADDITIONS 44,919,151 481,946 20,724,845 7,609,457 4,092,222 3,255,088 81,082,709 ----------- ---------- ----------- ---------- ---------- ---------- ------------ DEDUCTIONS: Withdrawals 3,201,581 101,594 618,428 208,294 307,583 - 4,437,480 Transfer of participant balances 16,795,965 2,579,216 5,151,839 87,251 1,194,816 162,066 25,971,153 Administrative expenses 41,121 - - - - - 41,121 Participant loans 2,038,165 47,345 817,209 107,709 - - 3,010,428 Participant loan repayments - - - - - 1,583,755 1,583,755 Net decrease in fair value of investments - - - 67,611 979,646 - 1,047,257 ----------- ---------- ----------- ---------- ---------- ---------- ------------ TOTAL DEDUCTIONS 22,076,832 2,728,155 6,587,476 470,865 2,482,045 1,745,821 36,091,194 ----------- ---------- ----------- ---------- ---------- ---------- ------------ NET INCREASE (DECREASE) 22,842,319 (2,246,209) 14,137,369 7,138,592 1,610,177 1,509,267 44,991,515 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR 34,191,219 2,246,209 10,523,949 864,179 5,184,755 3,450,967 56,461,278 ----------- ---------- ----------- ---------- ---------- ---------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $57,033,538 $ - $24,661,318 $8,002,771 $6,794,932 $4,960,234 $101,452,793 =========== ========== =========== ========== ========== ========== ============ See accompanying notes to financial statements. - - ------------------------------------------------------------------------------------------------------------------------------------ 7
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT ----------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1992
SUPPLEMENTAL INFORMATION BY FUND ---------------------------------------------------------------------------- MASSACHUSETTS CAPITAL FIDELITY GUARANTEED DEVELOPMENT MAGELLAN GEORGE COMPANY INCOME DIVERSIFIED DIVERSIFIED PUTNAM STOCK PARTICIPANT FUND EQUITY FUND EQUITY FUND FUND FUND LOANS TOTAL ----------- ------------ ----------- -------- ---------- ----------- ----------- ADDITIONS: Contributions: Participants $ 3,821,773 $ 361,238 $ 1,512,154 $ 32,374 $ 899,235 $ - $ 6,626,774 Employer 1,621,630 128,726 682,291 24,523 388,038 - 2,845,208 Transfers of participant balances 4,336,624 18,780 1,032,885 786,629 176,287 - 6,351,205 Transfer from Bergen Brunswig Corporation Retirement Plan 4,861,763 - - - - - 4,861,763 Transfer from Owens & Minor, Inc. benefit plan 950,427 - - - - - 950,427 Interest income 2,636,632 17,243 65,338 1,765 43,764 - 2,764,742 Dividend income - 84,713 1,488,138 31,625 81,146 - 1,685,622 Participant loans - - - - - 2,508,248 2,508,248 Participant loan repayments 739,958 68,221 306,236 5,548 171,996 - 1,291,959 Net increase in fair value of investments - 78,074 - - 771,253 - 849,327 ----------- ---------- ----------- -------- ---------- ---------- ----------- TOTAL ADDITIONS 18,968,807 756,995 5,087,042 882,464 2,531,719 2,508,248 30,735,275 ----------- ---------- ----------- -------- ---------- ---------- ----------- DEDUCTIONS: Withdrawals 2,543,536 260,468 632,207 11,996 299,032 69,940 3,817,179 Transfer of participant balances 5,912,968 431,127 - 39 - 7,071 6,351,205 Transfer to Commtron Corporation benefit plan 3,415,983 631,042 1,607,603 - 324,102 491,317 6,470,047 Administrative expenses 82,414 - - - - - 82,414 Participant loans 2,006,571 179,826 321,851 - - - 2,508,248 Participant loan repayments - - - - - 1,291,959 1,291,959 Net decrease in fair value of investments - - 825,975 6,250 - - 832,225 ----------- ---------- ----------- -------- ---------- ---------- ----------- TOTAL DEDUCTIONS 13,961,472 1,502,463 3,387,636 18,285 623,134 1,860,287 21,353,277 ----------- ---------- ----------- -------- ---------- ---------- ----------- NET INCREASE (DECREASE) 5,007,335 (745,468) 1,699,406 864,179 1,908,585 647,961 9,381,998 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR 29,183,884 2,991,677 8,824,543 - 3,276,170 2,803,006 47,079,280 ----------- ---------- ----------- -------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $34,191,219 $2,246,209 $10,523,949 $864,179 $5,184,755 $3,450,967 $56,461,278 =========== ========== =========== ======== ========== ========== =========== See accompanying notes to financial statements. - - ----------------------------------------------------------------------------------------------------------------------------- 8
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT ----------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1991
SUPPLEMENTAL INFORMATION BY FUND ------------------------------------------------------------------ MASSACHUSETTS CAPITAL FIDELITY GUARANTEED DEVELOPMENT MAGELLAN COMPANY INCOME DIVERSIFIED DIVERSIFIED STOCK PARTICIPANT FUND EQUITY FUND EQUITY FUND FUND LOANS TOTAL ----------- ------------- ----------- ---------- ----------- ----------- ADDITIONS: Contributions: Participants $ 3,807,559 $ 410,669 $1,235,413 $ 887,394 $ - $ 6,341,035 Employer 1,801,029 156,353 494,604 300,189 - 2,752,175 Transfers of participant balances 177,225 - 424,205 336,941 - 938,371 Interest income 2,465,041 14,626 42,695 34,162 - 2,556,524 Dividend income - 360,328 761,396 47,641 - 1,169,365 Participant loans - - - - 2,019,987 2,019,987 Participant loan repayments 586,912 71,385 202,127 127,113 - 987,537 Net increase in fair value of investments - 177,214 1,549,416 - - 1,726,630 ----------- ---------- ---------- ---------- ---------- ----------- TOTAL ADDITIONS 8,837,766 1,190,575 4,709,856 1,733,440 2,019,987 18,491,624 ----------- ---------- ---------- ---------- ---------- ----------- DEDUCTIONS: Withdrawals 2,091,007 172,626 528,900 109,728 141,079 3,043,340 Transfers of participant balances 361,619 199,977 265,550 111,225 - 938,371 Administrative expenses 60,792 - - - - 60,792 Participant loans 1,583,677 149,031 287,279 - - 2,019,987 Participant loan repayments - - - - 987,537 987,537 Net decrease in fair value of investments - - - 670,886 - 670,886 ----------- ---------- ---------- ---------- ---------- ----------- TOTAL DEDUCTIONS 4,097,095 521,634 1,081,729 891,839 1,128,616 7,720,913 ----------- ---------- ---------- ---------- ---------- ----------- NET INCREASE 4,740,671 668,941 3,628,127 841,601 891,371 10,770,711 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR 24,443,213 2,322,736 5,196,416 2,434,569 1,911,635 36,308,569 ----------- ---------- ---------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $29,183,884 $2,991,677 $8,824,543 $3,276,170 $2,803,006 $47,079,280 =========== ========== ========== ========== ========== =========== See accompanying notes to financial statements. - - ------------------------------------------------------------------------------------------------------------------- 9
BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT ===================================================== NOTES TO FINANCIAL STATEMENTS ----------------------------- FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 ---------------------------------------------------- 1. PLAN DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES The following brief description of the Bergen Brunswig Pre-Tax Investment Retirement Account ("Plan") is provided for general information purposes only. Participants should refer to the Plan Agreement for more complete information. A. General ------- The Plan was established effective September 1, 1984. The Plan is a deferred compensation and profit sharing plan covering substantially all employees of Bergen Brunswig Corporation and its subsidiaries ("Employer") who have completed more than six months of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The accounting records of the Plan are maintained on the accrual basis. B. Funding Policy -------------- Participants are entitled to defer 2% to 11% of their pre-tax compensation through contributions to the Plan up to a maximum of $8,994 in 1993. Participants are not allowed to make any other contributions to the Plan except for rollover contributions from other retirement plans. The Employer contributes $.50 for each $1.00 contributed by the participant, up to the participant's investment of 6% of the participant's salary. The Employer may also make an additional contribution to the Plan at the Employer's discretion. Expenses of the Plan up to the amount of prior year forfeitures of Employer contributions are paid by the Plan. Expenses of the Plan in excess of prior year Employer contribution forfeitures are paid directly by the Employer. For the years ended December 31, 1993, 1992 and 1991, expenses of $41,121, $82,414 and $60,792, respectively, were paid by forfeitures of Employer contributions. 10 C. Investments ------------ Upon joining the Plan, and quarterly thereafter, participants can elect to invest their accounts in the Guaranteed Income Fund (primarily guaranteed investment contracts), the Company Stock Fund (Bergen Brunswig Corporation Class A Common Stock), the Fidelity Magellan Diversified Equity Fund (primarily equity securities) or the George Putnam Fund (primarily debt and equity securities). The Guaranteed Income Fund is stated at contract value which approximates market value. The Company Stock Fund, the Fidelity Magellan Diversified Equity Fund and the George Putnam Fund are stated at fair value as determined by quoted market prices. Investment transactions are recorded on a trade-date basis. Participants may borrow against a maximum of 50% of their interests in the Plan up to $50,000. Such loans are shown as separate investments of the Plan with interest rates ranging from 7.00% to 12.75%, and are stated at cost which approximates market value. The number of participants in each fund was as follows:
December 31, 1993 1992 ---- ---- Guaranteed Income Fund 4,403 1,975 Massachusetts Capital Development Diversified Equity Fund - 338 Fidelity Magellan Diversified Equity Fund 2,070 1,095 George Putnam Fund 957 135 Company Stock Fund 1,530 959 Participant Loans 1,153 711
The total number of participants in the Plan was less than the sum of the number of participants shown above because many were participating in more than one fund. D. Benefit Distribution -------------------- A participant's account shall be distributed in a lump sum upon retirement, less any loans outstanding. Account withdrawals are permitted by participants who have attained age 59-1/2 or who suffer certain financial hardships and meet criteria 11 established by the Internal Revenue Service. All participants not eligible for normal retirement vest in Employer contributions at 20% for each continuous plan year of participation. Participants who terminate employment prior to retirement receive the vested portion of their accounts in a lump sum distribution. Participants are 100% vested in their own contributions at all times. E. Death and Disability Benefits ----------------------------- Upon the death of a participant, the beneficiary receives, in a lump sum, the vested amount in the account. Participants who become disabled will receive distributions in accordance with normal retirement benefits. F. Plan Termination ---------------- The Employer has the right at any time to declare the Plan terminated completely or as to any of the Employer's divisions, facilities or operational units. In the event that the Plan terminates, the accounts of all participants will become fully vested. G. Benefits Payable ---------------- In 1993, the Plan changed its method of accounting for benefits payable to participants to comply with the 1993 AICPA Audit and Accounting Guide, "Audits of Employee Benefit Plans." The new guidance requires that benefits payable to participants who have withdrawn from a defined contribution plan be disclosed in the footnotes to the financial statements rather than be recorded as a liability of the plan. As of December 31, 1993, net assets available for plan benefits included benefits of $1,412,810 due to participants who have withdrawn from the Plan. H. Other ----- Certain reclassifications have been made in the 1992 and 1991 financial statements and notes to conform to 1993 presentations. 12 2. INCOME TAX STATUS The Plan is qualified under Section 401 of the Internal Revenue Code as exempt from Federal income taxes. Accordingly, Employer contributions and earnings realized by the Plan are not taxed to the participant until a distribution from the Plan is received. In addition, any shares of the Company Stock Fund distributed to a participant upon termination are taxed to the participant at the lower of cost or market measured as of the distribution date. A determination letter has been received from the Internal Revenue Service regarding the Federal income tax exemption. The Plan is exempt from state income taxes under similar statutes. 3. CHANGE IN INVESTMENT OPTIONS During 1991, additional Guaranteed Investment Contracts with Life of Virginia, Life Insurance Company of the Southwest, IDS Life Insurance Company, Integrity Life and Hartford Life Insurance Company were added to the Guaranteed Income Fund investment which increased the combined guaranteed interest rate from 8.90% to 8.98% per annum. Except as noted in 4. below, no new Guaranteed Investment Contracts were added to the Guaranteed Income Fund investment during 1992 and 1993. The expiration of a Guaranteed Investment Contract with IDS Life Insurance Company and lower money market fund rates contributed to a decrease in the combined guaranteed interest rate from 8.98% to 8.21% per annum during 1992. Allocation of investments into a guaranteed investment contract pool which reflected current 3 to 5 year GIC yields contributed to a decrease in the combined guaranteed interest rate from 8.21% to 7.56% per annum in 1993. Effective January 1, 1991, the Plan was amended to entitle participants to defer 2% to 12% of their compensation through contributions to the Plan. Effective July 1, 1992, the Plan was amended to entitle participants to defer 2% to 11% of their compensation through contributions to the Plan. Effective October 1, 1992, the George Putnam Fund was added as another investment option. On December 28, 1993, the Merrill Lynch Retirement Preservation Trust, a commingled fixed income pooled investment, was added to the Guaranteed Income Fund investment. 13 4. OTHER Effective December 31, 1991, the Employer elected to terminate the Bergen Brunswig Retirement Plan ("Retirement Plan"). An option was given to Retirement Plan participants to transfer their accrued retirement benefit into the Plan after receiving a refund of their own contributions. During 1992, this option was exercised by 187 Retirement Plan participants and, as a result, an aggregate amount of $4,861,763 was transferred into the Guaranteed Income Fund investment of the Plan. A commingled Guaranteed Investment Contract pool with the Putnam Fiduciary Trust Company GIC Fund was established and designated as the investment for this transfer. This investment was frozen with respect to any future contribution elections. During December 1993, account balances in the Putnam Fiduciary Trust Company GIC Fund were transferred into the Merrill Lynch Retirement Preservation Trust. On February 28, 1992, the Employer acquired substantially all of the net assets and business of the pharmaceutical distribution segment of Owens & Minor, Inc. Employees of Owens & Minor, Inc. became eligible to participate in the Plan on March 1, 1992. On June 19, 1992, the Employer sold its 81%-owned subsidiary, Commtron Corporation, to Ingram Industries, Inc. On October 5, 1992, the Employer acquired all of the outstanding shares of stock of Durr-Fillauer Medical, Inc. ("Durr"). Employees of Durr became eligible to participate in the Plan on April 1, 1993. On November 18, 1992, the Employer acquired the outstanding stock of Dr. T.C. Smith Company ("T.C. Smith"). Employees of T.C. Smith became eligible to participate in the Plan on January 1, 1993. During 1992, the Employer elected to discontinue the Massachusetts Capital Development Diversified Equity Fund as of December 31, 1993. On January 1, 1993, this Fund was frozen with respect to any future contribution elections and incoming transfers of participant account balances. During 1993, certain participants directed their account balances to other investment options of the Plan. On December 31, 1993, the remaining account balances were transferred into the Merrill Lynch Retirement Preservation Trust. 14 On January 29, 1993, the Employer acquired substantially all of the assets of Healthcare Distributors of Indiana, Inc. ("HDI"). Employees of HDI became eligible to participate in the Plan on April 1, 1993. Rollovers to the Plan from HDI's 401(k) Plan were made in 1993. As of June 24, 1994, the aggregate amount of rollovers from HDI's defined benefit plans have not been determined. 5. SUBSEQUENT EVENTS Effective January 1, 1994, the Plan trustee and administrator were changed from Bankers Trust Company of New York and The Wyatt Company, respectively, to Merrill Lynch Trust Company of California. Effective January 1, 1994, the Guaranteed Income Fund Investment was frozen with respect to any future contribution elections and incoming transfers of participant account balances. Future participant contributions previously elected to go into the Guaranteed Income Fund Investment have been invested in the Merrill Lynch Retirement Preservation Trust as of January 1, 1994. During February and March 1994, selected Guaranteed Investment Contracts with Hartford Life Insurance Company, Integrity Life and IDS Life Insurance Company were sold resulting in realized gains of $1,353,202 recorded in the Guaranteed Income Fund Investment. During March 1994, the following investment options were added to the Plan: 1. Merrill Lynch Global Allocation Fund, Inc. (primarily United States and foreign equity, debt and money market securities); 2. Merrill Lynch Equity Index Trust (primarily equity securities included in the Standard & Poors 500 Index); 3. Merrill Lynch Capital Fund, Inc. (primarily equity, debt, convertible and money market securities); 4. Merrill Lynch Corporate Bond Fund, Inc. - Investment Grade Portfolio (primarily high-grade taxable fixed income securities); and 15 5. Merrill Lynch Retirement Preservation Trust (primarily broadly diversified Guaranteed Investment Contracts, U.S. government and U.S. government agency and money market securities). During March 1994, the Plan was amended to entitle participants to defer 1% to 15% of their compensation through contributions to the Plan. During March 1994, direct, daily access to investment and account information (including change of investment direction, fund transfers and deferral percentage) was initiated for participants of the Plan through The Merrill Lynch Participant Service Center. During March 1994, the Plan was amended to entitle participants to hold two loans simultaneously, a short-term loan (1 to 5 years) and a long-term loan (5 to 15 years). The long-term loan applies only to the purchase of a participant's primary residence. On April 29, 1994, the Employer acquired Southeastern Hospital Supply Corporation ("Southeastern"). Employees of Southeastern became eligible to participate in the Plan during May 1994. As of June 24, 1994, the aggregate amount of rollovers from Southeastern's benefit plan has not been determined. 16 SUPPLEMENTAL SCHEDULE 1 BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT ----------------------------------------------------- ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1993
- - ------------------------------------------------------------------------------------------------- DESCRIPTION OF ASSET INVESTMENT MARKET COST - - ------------------------------------------------------------------------------------------------- GUARANTEED INCOME FUND Schedule $56,852,452 $56,753,822 FIDELITY MAGELLAN DIVERSIFIED EQUITY FUND Schedule 24,519,724 22,745,974 GEORGE PUTNAM FUND Schedule 7,525,010 7,646,992 COMPANY STOCK FUND Schedule 6,851,036 7,269,879 PARTICIPANT LOANS Schedule 4,998,689 4,998,689 ------------ ------------ TOTAL INVESTMENTS $100,746,911 $99,415,356 ============ ============ 17
SUPPLEMENTAL SCHEDULE 1 (DETAIL) BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT ----------------------------------------------------- DETAIL - ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1993
- - -------------------------------------------------------------------------------------------- SHARES DESCRIPTION MARKET COST - - -------------------------------------------------------------------------------------------- GUARANTEED INCOME FUND ---------------------- 3,848,238 BT PYRAMID DIRECTED ACCOUNT CASH FUND $ 3,848,243 $ 3,848,243 SHEARSON GIC FUND #4 220,394 7.20% 1/17/93 2,411,771 2,313,141 MERRILL LYNCH RETIREMENT PRESERVATION TRUST GIC / BOND / MONEY MARKET 20,862,318 COMMINGLED POOLED FUND 20,862,318 20,862,318 PARTN IN GROUP ANNUITY CONTRACT #SP709398 WITH LIFE INSURANCE COMPANY OF THE SOUTHWEST 1,363,430 9.05% 12/29/1999 1,363,430 1,363,430 PARTN IN GROUP CONTRACT #9310-2576132 WITH IDS LIFE INS. CO. 1,463,819 8.50% 9/10/1997 1,463,819 1,463,819 PARTN IN GROUP ANNUITY CONTRACT #2784176.71L WITH LIFE OF VIRGINIA 3,193,405 11.25% 12/31/1994 3,193,405 3,193,405 PARTN IN GROUP ANNUITY CONTRACT #477-00602-1-0 WITH SHEARSON LEHMAN 4,236,906 HUTTON/FED HOME LIFE 8.80% 10/27/1994 4,236,906 4,236,906 PARTN IN GROUP ANNUITY CONTRACT #I91390216 WITH INTEGRITY LIFE 1,284,372 9% 1/4/1996 1,284,372 1,284,372 18
SUPPLEMENTAL SCHEDULE 1 (DETAIL), CONTINUED BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT ----------------------------------------------------- DETAIL - ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1993
- - -------------------------------------------------------------------------------------------- SHARES DESCRIPTION MARKET COST - - -------------------------------------------------------------------------------------------- PARTN IN GROUP ANNUITY CONTRACT #I90390164 WITH SHEARSON/INTEGRITY LIFE 1,222,570 9.25% 1/26/1995 1,222,570 1,222,570 PARTN IN GROUP ANNUITY CONTRACT #I90390938 WITH INTEGRITY LIFE 1,250,980 9.25% 5/25/1995 1,250,980 1,250,980 PARTN IN GROUP ANNUITY CONTRACT #I90391310 WITH INTEGRITY LIFE 645,488 9.55% 08/31/1995 645,488 645,488 PARTN IN GROUP ANNUITY CONTRACT WITH INTEGRITY LIFE (SPDA) 2,625,680 #I90391602 9.25% 11/02/1995 2,625,680 2,625,680 PARTN IN GROUP ANNUITY CONTRACT #GA 8939 WITH HARTFORD LIFE INS. CO. 3,931,843 9.25% 11/8/1995 3,931,843 3,931,843 PARTN IN GROUP ANNUITY CONTRACT #I90391134 WITH INTEGRITY LIFE 2,478,897 9.25% 06/29/1995 2,478,897 2,478,897 PARTN IN GROUP ANNUITY CONTRACT #36904 WITH HARTFORD LIFE INS. CO. 1,204,133 8.00% 7/15/2001 1,204,133 1,204,133 19
SUPPLEMENTAL SCHEDULE 1 (DETAIL), CONTINUED BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT ----------------------------------------------------- DETAIL - ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1993
- - -------------------------------------------------------------------------------------------- SHARES DESCRIPTION MARKET COST - - -------------------------------------------------------------------------------------------- PARTN IN GROUP ANNUITY CONTRACT #12159 WITH HARTFORD LIFE INS. CO. 1,200,836 10.00% 7/2/2001 1,200,836 1,200,836 PARTN IN GROUP ANNUITY CONTRACT #9310-2680832 WITH IDS LIFE INS. CO. 3,627,761 8.19% 7/2/2001 3,627,761 3,627,761 ----------- ----------- $56,852,452 $56,753,822 =========== =========== FIDELITY MAGELLAN DIVERSIFIED EQUITY FUND ----------------------------------------- 30,000 BT PYRAMID DIRECTED ACCOUNT CASH FUND $ 30,000 $ 30,000 345,656 FIDELITY MAGELLAN FD INC. COM 24,489,724 22,715,974 ----------- ----------- $24,519,724 $22,745,974 =========== =========== GEORGE PUTNAM FUND ------------------ 10,000 BT PYRAMID DIRECTED ACCOUNT CASH FUND $ 10,000 $ 10,000 542,209 GEORGE PUTNAM FUND OF BOSTON 7,515,010 7,636,992 ----------- ----------- $ 7,525,010 $ 7,646,992 =========== =========== 20
SUPPLEMENTAL SCHEDULE 1 (DETAIL), CONTINUED BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT ----------------------------------------------------- DETAIL - ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1993
- - -------------------------------------------------------------------------------------------- SHARES DESCRIPTION MARKET COST - - -------------------------------------------------------------------------------------------- COMPANY STOCK FUND ------------------ 112,804 BT PYRAMID DIRECTED ACCOUNT CASH FUND $ 112,804 $ 112,804 BERGEN BRUNSWIG CORPORATION 376,964 CLASS A COMMON STOCK 6,738,232 7,157,075 ----------- ----------- $ 6,851,036 $ 7,269,879 =========== =========== PARTICIPANT LOANS ----------------- PROMISSORY NOTES VARIOUS DUE DATES: AT 12.75% INTEREST $ 8,966 $ 8,966 AT 12.00% INTEREST 3,414 3,414 AT 11.75% INTEREST 4,322 4,322 AT 11.50% INTEREST 26,402 26,402 AT 11.00% INTEREST 134,862 134,862 AT 10.50% INTEREST 52,247 52,247 AT 10.00% INTEREST 126,685 126,685 AT 9.50% INTEREST 256,576 256,576 AT 9.00% INTEREST 112,918 112,918 AT 8.50% INTEREST 46,241 46,241 AT 8.40% INTEREST 14,830 14,830 AT 8.15% INTEREST 38,653 38,653 AT 7.50% INTEREST 571,457 571,457 AT 7.00% INTEREST 3,601,116 3,601,116 ----------- ----------- $ 4,998,689 $ 4,998,689 =========== =========== 21
SUPPLEMENTAL SCHEDULE 2 BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT ----------------------------------------------------- ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1993
- - ----------------------------------------------------------------------------------------------------- ISSUE TRADE TYPE NO. OF TRADES AMOUNT GAIN/(LOSS) - - ----------------------------------------------------------------------------------------------------- GUARANTEED INCOME FUND: BT PYRAMID DIRECTED Purchases 147 $63,271,542 ACCOUNT CASH FUND Sales 126 61,727,569 PUTNAM GIC FUND Purchases 19 12,910,108 Sales 32 17,635,116 MERRILL LYNCH RETIREMENT Purchases 1 20,862,318 PRESERVATION TRUST FUND DIVERSIFIED EQUITY FUNDS: MASSACHUSETTS CAPITAL DEVELOPMENT DIVERSIFIED EQUITY FUND: BT PYRAMID DIRECTED Purchases 56 2,550,302 ACCOUNT CASH FUND Sales 48 2,617,062 M.F.S. CAP. DEV. FD. Purchases 16 233,830 SH. BEN. INT. Sales 11 2,640,339 $ 208,501 FIDELITY MAGELLAN DIVERSIFIED EQUITY FUND: BT PYRAMID DIRECTED Purchases 76 14,619,737 ACCOUNT CASH FUND Sales 66 14,732,086 FIDELITY MAGELLAN FUND Purchases 36 16,034,006 Sales 6 3,849,570 546,298 22
SUPPLEMENTAL SCHEDULE 2, CONTINUED BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT ----------------------------------------------------- ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1993
- - ----------------------------------------------------------------------------------------------------- ISSUE TRADE TYPE NO. OF TRADES AMOUNT GAIN/(LOSS) - - ----------------------------------------------------------------------------------------------------- GEORGE PUTNAM FUND: BT PYRAMID DIRECTED Purchases 68 7,620,698 ACCOUNT CASH FUND Sales 44 7,620,008 PUTNAN GEORGE FD. BOSTON Purchases 35 8,319,736 SH. BEN. INT. COM. Sales 8 1,574,481 48,120 COMPANY STOCK FUND: BT PYRAMID DIRECTED Purchases 65 6,917,763 ACCOUNT CASH FUND Sales 96 6,929,135 BERGEN BRUNSWIG CORPORATION Purchases 98 4,907,249 CLASS A COMMON STOCK Sales 5 1,912,162 $(439,378) 23
SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Retirement Strategy Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT by /s/ Neil F. Dimick ---------------------------------- Neil F. Dimick Executive Vice President, Chief Financial Officer, Bergen Brunswig Corporation June 24, 1994 24 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-32465 of Bergen Brunswig Corporation on Form S-8 of our report dated June 24, 1994 appearing in this Annual Report on Form 11-K of Bergen Brunswig Pre-Tax Investment Retirement Account for the year ended December 31, 1993. /s/ Deloitte & Touche Costa Mesa, California June 28, 1994 25 -----END PRIVACY-ENHANCED MESSAGE-----