Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3)
(To Prospectus Dated September 6, 2001) Commission File No. 333-68278
AMERISOURCEBERGEN CORPORATION
AMERISOURCE HEALTH CORPORATION
$300,000,000 Principal Amount of 5% Convertible Subordinated Notes Due December
2007 and 5,663,730 Shares of Common Stock Issuable Upon Conversion of the Notes
This prospectus supplement relates to the resale by the holders of 5%
Convertible Subordinated Notes Due December 1, 2007 of AmerisourceBergen
Corporation and AmeriSource Health Corporation and the shares of common stock,
$.01 par value per share, of AmerisourceBergen Corporation issuable upon the
conversion of the notes.
This prospectus supplement should be read in conjunction with, and may not be
delivered or utilized without, the prospectus dated September 6, 2001, including
any amendments or supplements thereto. The terms of the notes are set forth in
the prospectus.
The information in the table appearing under the heading "Selling
Securityholders" in the prospectus is amended by adding the information below
with respect to persons not previously listed in the prospectus or in any
amendments or supplements thereto, and by superceding the information with
respect to persons previously listed in the prospectus or in any amendments or
supplements thereto that are listed below:
Shares of
Amount of Common
Notes Stock
Owned Amount of Owned Shares
Before Notes that Before that May be
Name Offering May be Sold Offering Sold
----------------------------- ---------- ------------- ---------- -------------
Chrysler Corporation Master
Retirement Trust........... $1,120,000 $1,120,000 0 21,145
Delta Airlines Master
Trust...................... $ 460,000 $ 460,000 0 8,684
Delta Pilots D&S Trust....... $ 80,000 $ 80,000 0 1,510
Lipper Convertibles, L.P..... $9,431,000 $9,431,000 0 178,049
Motion Picture Industry
Health Plan - Active
Member Fund................ $ 155,000 $ 155,000 0 2,926
Shares of
Amount of Common
Notes Stock
Owned Amount of Owned Shares
Before Notes that Before that May be
Name Offering May be Sold Offering Sold
----------------------------- ---------- ------------- ---------- -------------
Motion Picture Industry
Health Plan - Retiree
Member Fund................ $ 50,000 $ 50,000 0 944
OCM Convertible Trust........ $ 660,000 $ 660,000 0 12,460
Partner Reinsurance
Company Ltd................ $ 270,000 $ 270,000 0 5,097
Smithfield Trust Company..... $ 40,000 $ 40,000 0 755
State Employees' Retirement
Fund of the State of
Delaware................... $ 560,000 $ 560,000 0 10,572
State of Connecticut
Combined Investment
Funds...................... $1,475,000 $1,475,000 0 27,847
Vanguard Convertible
Securities Funds, Inc...... $1,595,000 $1,595,000 0 30,112
___________________________
The securities offered by the prospectus involve a high degree of risk. See
"Risk Factors" beginning on page 9 of the prospectus.
___________________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The Date of this Prospectus Supplement is October 22, 2001.