01—Abstract
Summary
Summary of the 10-K/A filed August 14, 2002. Cited figures are marked; the original filing is the authoritative source.
This 10-K/A filing from AmerisourceBergen Corporation (AMBC) amends and supplements information originally filed on December 28, 2001, specifically concerning executive compensation and related transactions for the fiscal year ended September 30, 2001.
The primary focus of this amendment is to correct inaccuracies in the reporting of stock options granted to certain named executive officers in fiscal years 1999 and 2000, and to provide updated details regarding loan forgiveness and outstanding loans to executives, particularly in light of the merger between AmeriSource Health Corporation and Bergen Brunswig Corporation. Investors should note these adjustments for a clearer understanding of executive remuneration and potential related party transactions.
02—Key points
Key Highlights
- Correction of overstated stock option numbers for Messrs. Dimick, Carpenter, and Brent R. Martini in the Summary Compensation Table for fiscal years 1999 and 2000.
- Adjustment of option numbers to reflect the conversion ratio into AmerisourceBergen common stock following the merger.
- Disclosure of loan forgiveness by Bergen (prior to the merger) to Messrs. Dimick, Carpenter, and Brent R. Martini under a deferred compensation loan program (ELP).
- Inclusion of loan forgiveness amounts as 'Other Compensation' for Messrs. Dimick, Carpenter, and Brent R. Martini in fiscal year 2001.
- Disclosure of an outstanding loan of $675,000 from Bergen to Chairman of the Board, Robert E. Martini, used to cover taxes from a previous loan forgiveness.
- Confirmation that AmerisourceBergen does not have any programs for extending loans to its directors or executive officers post-merger.
03—Questions
Frequently Asked Questions
What specific corrections are being made to executive compensation reporting?
The filing corrects overstated stock option numbers for Neil F. Dimick, Charles J. Carpenter, and Brent R. Martini for fiscal years 1999 and 2000. These numbers have been adjusted to reflect the actual number of AmerisourceBergen common stock options granted after accounting for the conversion ratio from Bergen options due to the merger.
Are there any outstanding loans to current AmerisourceBergen executives or directors?
AmerisourceBergen states that it does not have any programs that extend loans to its directors or executive officers. Therefore, no loans have been extended to any AmerisourceBergen directors or executive officers subsequent to the merger.
What is the nature of the loans involving Mr. Robert E. Martini and other former Bergen executives?
Loans were made by Bergen to executive officers, including Messrs. Dimick, Carpenter, Brent R. Martini, and Robert E. Martini, under a deferred compensation loan program (ELP). Some of these loans were forgiven, and subsequent loans were provided to cover the taxes incurred from this forgiveness. Mr. Robert E. Martini has an outstanding, non-interest-bearing loan of $675,000.
04—Continue