On November 23, 1999, Wolf Haldenstein Adler Freeman & Herz LLP filed a class action lawsuit in the United States District Court for the District of Delaware on behalf of investors who purchased the shares of 7.8% Trust Originated Preferred Securities ("TOPrS" or the "Preferred Stock") of Bergen Capital Trust I ("BCT"), a subsidiary of Bergen Brunswig Corporation ("Bergen" or the "Company") pursuant to a public offering that went effective on or about May 26, 1999 (the "Preferred Stock Offering"), certain of its officers and directors, and Merrill Lynch & Co., Inc., Banc of America Securities LLC, A.G. Edwards & Sons, Inc., Goldman, Sachs & Co., Morgan Stanley & Co., Inc., PainWebber Incorporated, and Prudential Securities, Inc., (collectively "defendants"). The Complaint charges defendants with violations that arise under ''11, 12(a)(2), and 15 of the Securities Act of 1933 (the "Securities Act"). Specifically, on May 26, 1999, Bergen consummated the Preferred Stock Offering, selling 12 million shares of the Preferred Stock and receiving net proceeds in excess of $290 million. As detailed in the Complaint, the registration statement and other materials filed with the SEC concerning the Preferred Stock Offering did not discuss, or even mention, that the financial data for Bergen, following its recent acquisition of Stadtlander Drug Co., Inc. ("Stadtlander") could not be relied upon because Stadtlander was suffering from accounting irregularities. On October 14, 1999, however, Bergen, to the surprise of the markets, announced that it would not meet analysts' consensus estimates for its fourth quarter and fiscal year ended September 30, 1999, blaming the shortfall on "[lower than expected results at Stadtlander." That same day, Bloomberg, Dow Jones and other news services reported that Bergen had filed a lawsuit against Counsel Corp., (the company that sold Stadtlander to Bergen) claiming that Counsel Corp. had "fraudulently induced" Bergen into paying an "inflated purchase price" for Stadtlander by "grossly overstat[ing] the specialty-drug unit's earnings and net income during periods when it actually had little or no income." Stadtlander's huge and pervasive accounting irregularities, as described by Bergen in its complaint against Counsel Corp., are so great that their existence at the time of the Preferred Stock Offering is self evident. Moreover, the Bergen lawsuit substantiates the existence of these conditions at the time of the purchase of Stadtlander continuing at least until October 14, 1999. Thus, the registration statement and related documents issued during the course of the Preferred Stock Offering were materially misleading. Defendants were directly responsible for the contents of these documents, filed with the SEC, and employed to effectuate the Preferred Stock Offering. Since disclosure of this information, the TOPrS have declined significantly. If you wish to read the current complaint, please click the Complaint link. Additional cases have been filed on behalf of investors. On March 7, 2000, the Court appointed Wolf Haldenstein one of the Co-Lead Counsel. A preliminary settlement of $27.9 million has been reached. The settlement hearing before the Court is set for July 9, 2001. If you wish to discuss this action or have any questions concerning this notice or your rights or interests with respect to these matters, please contact Fred Taylor Isquith, Esq. at Wolf Haldenstein Adler Freeman & Herz LLP, 270 Madison Avenue, New York, New York 10016, or by telephone at (800) 575-0735.