SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): August 29, 2001
AmerisourceBergen Corporation
(Exact name of Registrant as specified in its charter)
Delaware 333-61440 23-3079390
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation or Organization) Identification No.)
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1300 Morris Drive, Suite 100
Chesterbrook, Pennsylvania 19087-5594
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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(Former name or former address, if changed since last report)
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Item 2. Acquisition and Disposition of Assets.
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Effective August 29, 2001, pursuant to the Agreement and Plan of
Merger, dated as of March 16, 2001, among AmerisourceBergen Corporation,
formerly known as AABB Corporation ("AmerisourceBergen"), AmeriSource Health
Corporation ("AmeriSource"), Bergen Brunswig Corporation ("Bergen"), A-Sub
Acquisition Corp. and B-Sub Acquisition Corp., AmeriSource and Bergen combined
their businesses by merging with acquisition subsidiaries of AmerisourceBergen
(the "Merger"). AmerisourceBergen reported the Merger in a Form 8-K dated August
29, 2001 (filed August 30, 2001). By this amendment, AmerisourceBergen is filing
the unaudited pro forma financial information required by Item 7(b).
Item 7. Financial Statements and Exhibits
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(b) AmerisourceBergen incorporates by reference herein the section
entitled "AmerisourceBergen Corporation Unaudited Pro Forma
Consolidated Condensed Financial Information" in its
Registration Statement on Form S-4 (No. 333-71942) filed with
the Securities and Exchange Commission on October 19, 2001 and
effective as of October 26, 2001. This section, which includes
an introduction and the following unaudited pro forma
financial information, is included as Exhibit 99.3 hereto:
(i) Unaudited Pro Forma Consolidated Condensed Balance
Sheet as of June 30, 2001;
(ii) Unaudited Pro Forma Consolidated Condensed Statement
of Operations for the year ended September 30, 2000;
(iii) Unaudited Pro Forma Consolidated Condensed Statement
of Operations for the nine months ended June 30,
2001;
(iv) Notes to Unaudited Pro Forma Consolidated Condensed
Financial Information.
(c) Exhibits
99.3 AmerisourceBergen Corporation Unaudited Pro Forma
Consolidated Condensed Financial Information,
including the Unaudited Pro Forma Consolidated
Condensed Balance Sheet as of June 30, 2001, Unaudited
Pro Forma Consolidated Condensed Statement of
Operations for the year ended September 30, 2000,
Unaudited Pro Forma Consolidated Condensed Statement
of Operations for the nine months ended June 30, 2001,
and Notes to Unaudited Pro Forma Consolidated
Condensed Financial Information (incorporated by
reference to AmerisourceBergen's Registration
Statement on Form S-4 (No. 333-71942) filed with the
Securities and Exchange Commission on October 19, 2001
and effective as of October 26, 2001).
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AMERISOURCEBERGEN CORPORATION
Date: October 29, 2001 By: /s/ Neil F. Dimick
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Name: Neil F. Dimick
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Number Exhibit
99.3 AmerisourceBergen Corporation Unaudited Pro Forma Consolidated
Condensed Financial Information, including the Unaudited Pro Forma
Consolidated Condensed Balance Sheet as of June 30, 2001, Unaudited
Pro Forma Consolidated Condensed Statement of Operations for the
year ended September 30, 2000, Unaudited Pro Forma Consolidated
Condensed Statement of Operations for the nine months ended June 30,
2001, and Notes to Unaudited Pro Forma Consolidated Condensed
Financial Information (incorporated by reference to
AmerisourceBergen's Registration Statement on Form S-4 (No. 333-
71942) filed with the Securities and Exchange Commission on October
19, 2001 and effective as of October 26, 2001).