<PAGE>   1
 
                            SCHEDULE 14A INFORMATION
 
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 (AMENDMENT NO.   )
 
Filed by the Registrant [X]
 
Filed by a Party other than the Registrant [ ]
 
Check the appropriate box:
 
<TABLE>
<S>                                             <C>
[ ]  Preliminary Proxy Statement                [ ]  Confidential, for Use of the Commission
[X]  Definitive Proxy Statement                 Only (as permitted by Rule 14a-6(e)(2))
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
 
                          BERGEN BRUNSWIG CORPORATION
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
[X]  Fee not required.
 
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
     (1)  Title of each class of securities to which transaction applies:
 
        ------------------------------------------------------------------------
 
     (2)  Aggregate number of securities to which transaction applies:
 
        ------------------------------------------------------------------------
 
     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):
 
        ------------------------------------------------------------------------
 
     (4)  Proposed maximum aggregate value of transaction:
 
        ------------------------------------------------------------------------
 
     (5)  Total fee paid:
 
        ------------------------------------------------------------------------
 
[ ]  Fee paid previously with preliminary materials.
 
[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.
 
     (1)  Amount Previously Paid:
 
        ------------------------------------------------------------------------
 
     (2)  Form, Schedule or Registration Statement No.:
 
        ------------------------------------------------------------------------
 
     (3)  Filing Party:
 
        ------------------------------------------------------------------------
 
     (4)  Date Filed:
 
        ------------------------------------------------------------------------
<PAGE>   2
 
[BERGEN BRUNSWIG CORPORATION LOGO]]
--------------------------------------------------------------------------------
             4000 Metropolitan Drive, Orange, California 92868    (714) 385-4000
 

ROBERT E. MARTINI
Chairman of the Board
 
April 30, 1997
 
Dear Shareowner:
 
     You are cordially invited to attend the Annual Meeting of Shareowners of
Bergen Brunswig Corporation which will be held at our corporate headquarters
located at 4000 Metropolitan Drive, Orange, California on Friday, May 23, 1997,
at 10:00 A.M., Pacific Time. For your convenience, a map and directions to our
corporate headquarters are included on the back cover of the Proxy Statement.
 
     This booklet includes the Notice of the Annual Meeting of Shareowners and
the Proxy Statement. The Proxy Statement describes the business to be transacted
at the Annual Meeting and provides information concerning the Company that you
should consider when you vote your shares. In addition to the formal items of
business to be brought before the meeting, members of management will report on
the Company's operations and answer shareowner questions.
 
     As a shareowner, your vote is important. I encourage you to execute and
return your proxy card promptly whether or not you plan to attend so that we may
have as many shares as possible represented at the meeting. You may change your
vote at any time prior to, or at, the meeting.
 
     Thank you for your cooperation and continued support and interest in Bergen
Brunswig Corporation.
 
                                                    Sincerely,
                                                      [SIG]
                                                Robert E. Martini
                                              Chairman of the Board
<PAGE>   3
 
                   NOTICE OF ANNUAL MEETING OF SHAREOWNERS
                   TO BE HELD MAY 23, 1997
 
                   BERGEN BRUNSWIG CORPORATION
                   4000 METROPOLITAN DRIVE
                   ORANGE, CALIFORNIA 92868
                   (714) 385-4000
BERGEN
BRUNSWIG
CORPORATION
                   NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareowners
                   of Bergen Brunswig Corporation (the "Company") will be held
                   at the Company's headquarters located at 4000 Metropolitan
                   Drive, Orange, California on Friday, May 23, 1997, at 10:00
                   A.M., Pacific Time, for the following purposes:
 
                   1. To elect four directors for a term of three years;

                   2. To consider and vote upon a shareowner proposal relating
                      to the declassification of the Company's Board of
                      Directors as described on pages 19 through 20 in the Proxy
                      Statement;
 
                   3. To consider and vote upon a shareowner proposal relating
                      to compensation of non-employee members of the Company's
                      Board of Directors as described on pages 21 through 22 in
                      the Proxy Statement; and
 
                   4. To transact such other business as may properly come
                      before the meeting and any adjournment thereof.
 
                   Shareowners of record at the close of business on April 24,
                   1997, are entitled to receive notice of and to vote at the
                   meeting. It is important that your shares be represented at
                   the meeting, regardless of the number you may hold.
 
                   All shareowners are cordially invited to attend the meeting
                   in person. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU
                   ARE REQUESTED TO COMPLETE AND SIGN THE ENCLOSED PROXY CARD
                   AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE PREPAID
                   ENVELOPE. Any proxy given by a shareowner may be revoked at
                   any time before its exercise by sending a subsequently dated
                   proxy or by giving written notice to the Company, in each
                   case, to the attention of Milan A. Sawdei, Executive Vice
                   President, Chief Legal Officer and Secretary, at the above
                   address.
 
                                                    By order of the Board of
                                                           Directors,
                                                             [SIG]
                                                        Milan A. Sawdei
                                                   Executive Vice President,
                                                    Chief Legal Officer and
                                                           Secretary
                   Orange, California
                   April 30, 1997
 
                   YOUR VOTE IS IMPORTANT! YOUR ATTENTION IS DIRECTED TO THE
                   ACCOMPANYING PROXY STATEMENT AND PROXY CARD. YOU ARE
                   REQUESTED TO VOTE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
                   CARD AS PROMPTLY AS POSSIBLE SO THAT YOUR SHARES MAY BE
                   REPRESENTED. A POSTAGE PREPAID ENVELOPE IS ENCLOSED FOR THAT
                   PURPOSE. EVEN IF YOU HAVE VOTED YOUR PROXY, YOU MAY CHANGE
                   YOUR VOTE PRIOR TO, OR AT, THE MEETING. PLEASE NOTE, HOWEVER,
                   THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR
                   OTHER NOMINEE AND YOU WISH TO ATTEND AND VOTE AT THE MEETING,
                   YOU MUST OBTAIN FROM SUCH BROKER, BANK OR OTHER NOMINEE, A
                   PROXY ISSUED IN YOUR NAME.
                   
<PAGE>   4
 
                          BERGEN BRUNSWIG CORPORATION
                            4000 Metropolitan Drive
                            Orange, California 92868
 
                                PROXY STATEMENT
 
INTRODUCTION
 
This Proxy Statement is furnished in connection with the solicitation of proxies
on behalf of the Board of Directors of Bergen Brunswig Corporation (the
"Company"), a New Jersey corporation, in the form of the accompanying proxy card
for use at the Annual Meeting of Shareowners to be held on Friday, May 23, 1997,
and at any adjournments thereof. The meeting will be held at the headquarters of
the Company, located at 4000 Metropolitan Drive, Orange, California. The Company
intends to mail this Proxy Statement and accompanying proxy card commencing on
April 30, 1997, to all shareowners entitled to vote at the meeting.
 
A form of proxy is enclosed for use at the meeting if a shareowner is unable to
attend in person. A shareowner proxy may be revoked by filing a written notice
of revocation with the Secretary of the Company at any time before the proxy is
voted. All shares represented by valid proxies received pursuant to this
solicitation (and not revoked before they are exercised) will be voted FOR the
election of the nominees for director and AGAINST the shareowner proposals set
forth in the attached Notice of Annual Meeting and in the discretion of the
proxy holder as to any other business that comes before the meeting. In the
event a shareowner specifies a different choice by means of the proxy card,
those shares will be voted in accordance with such shareowner's selections.
 
VOTING AT THE MEETING
 
The Board of Directors has fixed the close of business on April 24, 1997 as the
record date for the determination of shareowners entitled to receive notice of
and to vote at the meeting. As of that date, there were 40,158,779 shares of the
Company's Class A Common Stock ("Common Stock") outstanding and entitled to vote
at the meeting. The holders of outstanding shares as of the record date are
entitled to one vote for each share of Common Stock on any matter voted at the
meeting. Assuming a quorum is present, the four nominees receiving the largest
number of votes cast by holders of Common Stock will be elected as directors,
and the shareowner proposals relating to declassifying the Board of Directors
and changing the compensation of non-employee directors will require a majority
of the votes cast.
 
The presence in person or by proxy of the holders of a majority of the Company's
outstanding shares of Common Stock will constitute a quorum at the meeting. For
purposes of determining the votes cast with respect to any matter presented for
consideration at the meeting, only those votes cast "FOR" or "AGAINST" are
included. Abstentions and broker non-votes are counted only for the purpose of
determining whether a quorum is present at the meeting.
 
                                        1
<PAGE>   5
 
              1.   ELECTION OF DIRECTORS (Item 1 on Proxy Card)
 
================================================================================
 
                   The Company's Restated Certificate of Incorporation provides
                   that the Board of Directors ("Board") shall consist of not
                   more than 15 directors nor less than 9 directors, the exact
                   number within such limits to be fixed by the Board as
                   provided in the By-Laws, which currently provide for 12
                   directors. The directors are divided into three approximately
                   equivalent-sized classes, each class serving for a period of
                   three years on a staggered-term basis. Accordingly, at this
                   annual meeting there are four nominees for Class III
                   directors, whose terms are expiring.
 
                   It is intended that persons named as proxies in the
                   accompanying proxy card will vote, unless such authority is
                   withheld, for the election of the nominees named below to
                   serve until the expiration of their respective terms and
                   thereafter until their successors shall have been duly
                   elected and qualified. In the event the nominees named below
                   refuse or are unable to serve, which is not anticipated, the
                   persons named as proxies reserve full discretion to vote for
                   any or all persons as then may be nominated.
 
                   The following sets forth information as of March 31, 1997,
                   concerning the nominees for election to the Board and
                   comparable information with respect to directors whose term
                   of office will continue beyond the meeting. All of the
                   nominees currently serve as directors of the Company.
 
                   -------------------------------------------------------------
                   NOMINEES FOR DIRECTORS WHOSE TERM EXPIRES JANUARY 2000
                   (CLASS III DIRECTORS)
                   -------------------------------------------------------------
 
                   RODNEY H. BRADY        Director since 1973.           Age 64.
 
                   President and Chief Executive Officer, Deseret Management
                   Corporation (a diversified corporate holding company) since
                   April 1996. Former President and Chief Executive Officer,
                   Bonneville International Corporation (broadcast
[PHOTO]            communications) (1985 to 1996). Mr. Brady is a director of
                   Deseret Mutual Insurance Company and First Security
                   Corporation. Mr. Brady is a member of the Company's
                   Executive, Financing and Nominating Committees.

                   -------------------------------------------------------------

                   CHARLES C. EDWARDS, M.D.   Director since 1985.      Age 73.
 
                   Former President (1993 to 1994) of California Healthcare
                   Institute (nonprofit association). Former President and Chief
                   Executive Officer, ScrippsHealth and Scripps Institutions 
                   of Medicine and Science (health care) (1991 to 1993).
[PHOTO]            Dr. Edwards is a director of Molecular Biosystems, Inc.,
                   Northern Trust Bank and IDEC Pharmaceutical Company. Dr.
                   Edwards is Chairman of the Company's Audit Committee and a
                   member of the Investment/Retirement Plan Committee.
 
                                        2
<PAGE>   6
                   -------------------------------------------------------------

                   JAMES R. MELLOR     Director since 1979.            Age 66.
 
                   Chairman of the Board and Chief Executive Officer (since
                   1993), and former President and Chief Operating Officer (1991
                   to 1993), General Dynamics Corporation (diversified defense
[PHOTO]            and aerospace). Mr. Mellor is a director of Kerr Group, Inc.,
                   General Dynamics Corporation, Aeromovel USA, Inc. and
                   Computer Sciences Corporation. Mr. Mellor is Vice Chairman of
                   the Company's Compensation/Stock Option Committee and a
                   member of the Investment/Retirement Plan Committee.
 
                   -------------------------------------------------------------

                   FRANCIS G. RODGERS  Director since 1982.            Age 70.
 
                   Author and Lecturer. Former Vice President, Marketing, IBM
                   (information processing systems), retired. Mr. Rodgers is a
                   director of Dialogic Corporation, Mercantile Stores, Inc. and
[PHOTO]            Milliken and Company. Mr. Rodgers is Chairman of the
                   Company's Compensation/Stock Option Committee and a member of
                   the Audit Committee.
 
                   -------------------------------------------------------------

                   THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE
                   NOMINEES.
 
                   ------------------------------------------------------------

                   DIRECTORS WHOSE TERM EXPIRES JANUARY 1998
                   (CLASS I DIRECTORS)
 
                   -------------------------------------------------------------

                   ROBERT E. MARTINI   Director since 1962.            Age 65.
 
                   Chairman of the Board (since 1992) and formerly served as
                   Chief Executive Officer (1990 to 1997) and President (1981 to
[PHOTO]            1992) of the Company. Mr. Martini is a director of Mossimo,
                   Inc. Mr. Martini is Chairman of the Company's Executive,
                   Financing and Nominating Committees.
 
                   -------------------------------------------------------------

                   JOHN CALASIBETTA    Director since 1962.            Age 91.
 
[PHOTO]            Senior Vice President of the Company.







                                       3
<PAGE>   7
                   -------------------------------------------------------------

                   NEIL F. DIMICK      Director since 1995.            Age 47.
 
                   Executive Vice President and Chief Financial Officer (since
                   1992) and formerly served as Vice President, Finance (1991 to
                   1992) of the Company. President, Alternate Site Distributors,
[PHOTO]            Inc., a subsidiary of the Company, since September 1996. Mr.
                   Dimick is a member of the Company's Financing and
                   Investment/Retirement Plan Committees.
 
                   -------------------------------------------------------------

                   DONALD R. RODEN     Director since 1995.            Age 50.
 
                   President and Chief Operating Officer (since 1995), and Chief
                   Executive Officer (since January 1997) of the Company. Prior
                   to joining the Company in 1995, Mr. Roden was a healthcare
[PHOTO]            industry consultant (1993 to 1995) and Chief Executive, North
                   America (1989 to 1993) of Reed Elsevier Medical (publishing).
                   Mr. Roden is a member of the Company's Executive, Financing
                   and Nominating Committees.
 
                   -------------------------------------------------------------
                   DIRECTORS WHOSE TERM EXPIRES JANUARY 1999
                   (CLASS II DIRECTORS)
                   -------------------------------------------------------------

                   JOSE E. BLANCO, SR.  Director since 1992.           Age 70.
 
                   Chairman of the Board (since 1987) of J.M. Blanco, Inc.
                   (wholesale pharmaceutical distribution). Mr. Blanco is Vice
[PHOTO]            Chairman of the Company's Audit and Investment/Retirement
                   Plan Committees, and a member of the Compensation/Stock
                   Option Committee.

                   -------------------------------------------------------------

                   CHARLES J. LEE      Director since 1972.            Age 71.
 
                   Former Managing Director, Smith Barney Inc. (investment
[PHOTO]            banking) (1989 to 1996). Mr. Lee is a member of the Company's
                   Executive, Financing and Nominating Committees.
 



                                        4
<PAGE>   8
                   -------------------------------------------------------------

                   GEORGE R. LIDDLE    Director since 1969.            Age 69.
 
                   Investment Adviser. Former Vice President, Kidder, Peabody &
[PHOTO]            Co., Inc. (stockbrokers), retired. Mr. Liddle is Chairman of
                   the Company's Investment/Retirement Plan Committee.
 
                   -------------------------------------------------------------

                   GEORGE E. REINHARDT, JR.  Director since 1985.      Age 67.
 
                   Formerly served as consultant (1992 to 1995), Senior Vice
                   President (1991), Chief Financial Officer (1976 to 1991) and
[PHOTO]            Vice President, Finance (1981 to 1991) of the Company. Mr.
                   Reinhardt is a member of the Company's Executive, Financing
                   and Nominating Committees.









                                       5
<PAGE>   9
 
                   -------------------------------------------------------------
 
                   MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
 
                   The Board holds regular quarterly meetings and meets on other
                   occasions when required by special circumstances. In addition
                   to meeting as a group to review Company business, all
                   directors also devote their time and talents to the Board's
                   six principal standing Committees. The Committees, their
                   membership and primary functions, are as follows:
 
                   The Executive Committee, unless provided otherwise by law,
                   exercises all of the authority of the Board of Directors when
                   the Board is not in session. The current members of this
                   Committee are Robert E. Martini, Chairman, Rodney H. Brady,
                   Charles J. Lee, George E. Reinhardt, Jr. and Donald R. Roden.
 
                   The Audit Committee reviews significant audit and accounting
                   policies and practices, meets with the Company's independent
                   auditors and reviews the performance of the internal auditing
                   functions. The current members of this Committee are Dr.
                   Charles C. Edwards, Chairman, Jose E. Blanco, Sr., Vice
                   Chairman and Francis G. Rodgers.
 
                   The Compensation/Stock Option Committee has the
                   responsibility for recommending to the Board the
                   compensation, bonus plans and stock options for the Company's
                   officers who are directors and for approving stock options
                   and bonuses for employees which are recommended by
                   management. This Committee also recommends to the Board the
                   annual and meeting fees for non-employee directors. The
                   current members of this Committee are Francis G. Rodgers,
                   Chairman, James R. Mellor, Vice Chairman and Jose E. Blanco,
                   Sr.
 
                   The Investment/Retirement Plan Committee has the
                   responsibility of reviewing and making investment decisions
                   relating to the retirement plans of the Company, as well as
                   overseeing and approving changes to those plans. The current
                   members of this Committee are George R. Liddle, Chairman,
                   Jose E. Blanco, Sr., Vice Chairman, Neil F. Dimick, Dr.
                   Charles C. Edwards and James R. Mellor.
 
                   The Nominating Committee has the responsibility to recommend
                   to the Board persons to fill vacancies on the Board of
                   Directors. The current members of this Committee are Robert
                   E. Martini, Chairman, Rodney H. Brady, Charles J. Lee, George
                   E. Reinhardt, Jr. and Donald R. Roden.
 
                   The Financing Committee assists the Board in reviewing the
                   asset and liability structure of the Company and considers
                   its funding and capital needs. It receives reports on the
                   progress of investment activities and reviews strategies that
                   have been developed to meet changing economic and market
                   conditions. The current members of this Committee are Robert
                   E. Martini, Chairman, Rodney H. Brady, Neil F. Dimick,
                   Charles J. Lee, George E. Reinhardt, Jr. and Donald R. Roden.
 
                   During fiscal 1996, there were six meetings of the Board,
                   seven meetings of the Executive Committee, seven meetings of
                   the Compensation/Stock Option Committee, three meetings of
                   the Audit Committee, two meetings of the
                   Investment/Retirement Plan Committee, one meeting for the
                   Nominating Committee and no meetings of the Financing
                   Committee. All directors attended more than 75% of the
                   aggregate of (a) the total number of meetings of the Board,
                   and (b) the total number of meetings held by all Committees
                   of the Board on which they served as members.
 
                                        6
<PAGE>   10
 
                   -------------------------------------------------------------
 
                   DIRECTOR COMPENSATION
 
                   Employee directors of the Company are not paid any fees, as
                   such, for service on the Board or on any Board Committee.
                   Each non-employee director received for fiscal 1996 an annual
                   fee of $30,000 for Board service and an attendance fee of
                   $2,000 for each Board meeting attended in person or $600 for
                   each such meeting participated in by telephone. For Committee
                   meetings, non-employee directors received $1,000 for each
                   Committee meeting attended in person or $600 for each such
                   meeting participated in by telephone. The Chairman of each
                   Committee who is a non-employee director received a fee of
                   $1,500 for each Committee meeting attended in person or $900
                   for each telephone meeting of the Committee in which he
                   participated. Non-employee directors are also reimbursed for
                   all expenses incident to their Board service. Each
                   non-employee director who serves less than six months in a
                   fiscal year receives 50% of the annual fee, and if he serves
                   six months or more in a fiscal year, receives 100% of the
                   prevailing annual fee. Under the Company's Deferred
                   Compensation Plan, a non-employee director of the Company may
                   elect to defer up to 100% of these fees or any fixed amount
                   not less than $2,500.
 
                   The Company has a nonqualified Capital Accumulation Plan for
                   its non-employee directors. The maximum benefit available to
                   these directors is $150,000, payable upon retirement in 120
                   equal consecutive monthly installments. If the non-employee
                   director has served for less than ten years, his benefit upon
                   retirement will be based upon 10% of the maximum benefit for
                   each year of Board service with a minimum of three years of
                   service required for inclusion in the plan. If a director
                   dies before the normal retirement age of 70 and his
                   termination from Board service, his beneficiary will receive
                   an amount equal to 100% of the amount the Company would have
                   paid the director had normal retirement age been attained.
 
                   Each non-employee director is automatically entitled to an
                   option grant of 3,000 shares of Common Stock under the
                   Company's Amended and Restated 1989 Stock Incentive Plan upon
                   his initial election or appointment to the Board, and is
                   thereafter entitled to an annual grant of 2,000 shares
                   ("Annual Grant") only if the Company attains a ten percent or
                   greater return on common equity in the preceding fiscal year.
                   During fiscal 1996, each non-employee director received an
                   Annual Grant of 2,000 shares.
 
                                        



                                       7

<PAGE>   11
 
              -------------------------------------------------------------
 
              BENEFICIAL OWNERSHIP OF SECURITIES
PRINCIPAL
SHAREOWNERS
              The following table lists the beneficial ownership of each
              person or group who owns, to the Company's knowledge, more
              than five percent of its outstanding voting securities, based
              on the number of shares outstanding as of March 31, 1997.
 
              -------------------------------------------------------------
 
<TABLE>
<CAPTION>
              NAME AND                                          Amount and
              ADDRESS OF                                        Nature of       Percent of
              BENEFICIAL                       Title of         Beneficial      Outstanding
              OWNERS(5)                         Class           Ownership         Shares
              -----------------------------------------------------------------------------
              <S>                            <C>              <C>               <C>
              FMR Corp.(1)                   Common Stock     2,994,290(1)           7.46
              (including subsidiaries)
              82 Devonshire Street
              Boston, Massachusetts 02109

              Wellington Management(2)       Common Stock     2,234,118(2)           5.56
              Company, LLP
              75 State Street
              Boston, Massachusetts 02109

              Robert E. Martini(3)           Common Stock     2,200,156(4)           5.48
              4000 Metropolitan Drive
              Orange, California 92868
</TABLE>
              -------------------------------------------------------------
 
              (1) This information was provided by FMR Corp. ("FMR"), in its
              capacities as serving as an investment advisor to various
              registered investment companies and other funds as well as serving
              as trustee or managing agent for various private investment
              accounts. According to a Schedule 13G, dated February 14, 1997, as
              filed with the Securities and Exchange Commission, FMR had sole
              voting power over 540,460 shares and sole dispositive power over
              2,994,290 shares.
 
              (2) This information has been furnished to the Company by
              Wellington Management Company, LLP ("WMC") as of January 24, 1997.
              WMC advises that it is an investment advisor registered with the
              Securities and Exchange Commission under the Investment Advisers
              Act of 1940, as amended, and as of January 24, 1997, in its
              capacity as investment advisor, WMC may be deemed to have
              beneficial ownership of the number of shares indicated, that are
              owned by numerous investment advisory clients, none of which is
              known to have such interest with respect to more than five percent
              of the class. As of such date, WMC advises it had shared voting
              power over 1,771,108 shares and shared dispositive power over
              2,234,118 shares.
 
              (3) Information as to beneficial ownership has been furnished to
              the Company by Robert E. Martini as of February 6, 1997. Except as
              indicated otherwise by the following notes, shares shown
              beneficially owned are those to which Mr. Martini may have sole
              voting and dispositive power.
 
              (4) Includes 115,308 shares which, as of March 31, 1997, may be
              acquired within sixty days pursuant to the exercise of stock
              options and 29,925 shares beneficially owned by Mr. Martini for
              which he does not have voting and dispositive power.
 
              (5) In addition to the information provided in the table above,
              IVAX Corporation ("IVAX"), 4400 Biscayne Boulevard, Miami, Florida
              33137, reported in a Schedule 13D filed with the Securities and
              Exchange Commission that as of March 27, 1997, IVAX beneficially
              owned 12,157,432 shares of the Company's Common stock, with sole
              voting and dispositive power over 9,953,076 shares, and shared
              voting power over 2,204,356 shares. The Company does not believe
              that IVAX has the interest in shares of the Company's Common Stock
              as stated in such Schedule 13D filing. As stated in the Company's
              Current Report on Form 8-K filed with the Securities and Exchange
              Commission on March 21, 1997, the Company terminated its
              previously announced merger with IVAX and the related merger
              agreement, and filed suit against IVAX alleging, among other
              things, various breaches of the merger agreement. IVAX stated in
              its Schedule 13D filing its intention to pursue a counterclaim
              against the Company for an alleged breach of the merger agreement.
              The Company believes IVAX's claim of beneficial ownership of
              Company shares relates to a stock option arrangement granted under
              the merger agreement, the validity of which the Company will
              contest in such litigation. If IVAX were to prevail as to the
              validity of the stock option agreement, the shares represented by
              the options would constitute approximately 24.3% of the Company's
              Common Stock outstanding, after giving effect to the issuance of
              shares represented by such options. However, the Company believes
              IVAX's claims are without merit.



                                       8
<PAGE>   12
 
                    -----------------------------------------------------------
 
VOTING SECURITIES       The following table sets forth certain information 
OWNED BY DIRECTORS      regarding the ownership of the Company's Common Stock 
AND EXECUTIVE           as of March 31, 1997, by: (a) each director and 
OFFICERS                nominee; (b) the chief executive officer and the four
                        most highly compensated executive officers named in 
                        the Summary Compensation Table (see "Compensation of 
                        Executive Officers"); and, (c) all directors and 
                        executive officers as a group:
 
                    -----------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                        AGGREGATE NUMBER
                                                                           OF SHARES             PERCENT
                                                                          BENEFICIALLY        OF OUTSTANDING
                                                                          OWNED(1)(2)             SHARES
                    -----------------------------------------------------------------------------------------
                   <S>                                                  <C>                      <C>
                   Jose E. Blanco, Sr.                                          7,318                *
                   Rodney H. Brady(3)                                          44,023                *
                   John Calasibetta                                           185,910                *
                   Neil F. Dimick                                              33,674                *
                   Dr. Charles C. Edwards                                      11,646                *
                   Charles J. Lee                                              15,118                *
                   George R. Liddle(4)                                         31,596                *
                   Robert E. Martini(5)                                     2,200,156              5.48
                   James R. Mellor                                             13,967                *
                   George E. Reinhardt, Jr.                                    99,629                *
                   Donald R. Roden                                             27,500                *
                   Francis G. Rodgers                                          13,839                *
                   Milan A. Sawdei(6)                                          38,014                *
                   Denny W. Steele                                             29,807                *
                   All directors and executive officers as a group
                     including those above (20 persons)                     2,752,197              6.85
</TABLE>
 
                   ------------------------------------------------------------
 
                   * Denotes ownership of less than 1% of the outstanding shares
                   of Common Stock.
 
                   (1) Information as to beneficial ownership by the directors
                   and executive officers named above has been furnished to the
                   Company by such individuals. Except as indicated otherwise in
                   the footnotes, shares shown as beneficially owned are those
                   to which the individual has sole voting and dispositive
                   power. Such shares, where applicable, may be subject to
                   community property laws and related statutes under which a
                   spouse may be entitled to share in the management of the
                   community property, which may include the right to vote or
                   dispose of the shares.
 
                   (2) Reflects the number of shares that could be purchased by
                   exercise of options exercisable as of March 31, 1997, or
                   within 60 days thereafter under the Company's stock option or
                   stock incentive plans, as follows: Jose E. Blanco, Sr.-7,318
                   shares; Rodney H. Brady-10,469 shares; Neil F. Dimick-29,474
                   shares; Dr. Charles C. Edwards-9,156 shares; Charles J.
                   Lee-10,469 shares; George R. Liddle-7,319 shares; Robert E.
                   Martini-115,308 shares; James R. Mellor-10,469 shares; George
                   E. Reinhardt, Jr.-20,443 shares; Donald R. Roden-17,500
                   shares; Francis G. Rodgers-10,469 shares; Milan A. Sawdei-
                   37,384 shares; Denny W. Steele-29,807 shares; and all
                   directors and executive officers as a group, including those
                   above (20 persons)- 419,304 shares.
 
                   (3) Includes 1,850 shares held by two sons living at home and
                   31,704 shares held in trust by Mr. Brady as trustee for his
                   own benefit.
 
                   (4) Includes 23,735 shares held by Mr. Liddle as co-trustee
                   for the benefit of him and his wife.
 
                   (5) Includes 29,925 shares beneficially owned by Mr. Martini
                   for which he does not have voting and dispositive power.
 
                   (6) Includes 630 shares held by Mr. Sawdei as trustee for his
                   son.
 


                                        9
<PAGE>   13
SECTION 16(A)
BENEFICIAL
OWNERSHIP
REPORTING
COMPLIANCE
 
                   -------------------------------------------------------------
                   Section 16(a) of the Securities Exchange Act of 1934
                   ("Exchange Act") requires the Company's directors, officers
                   and persons who own more than ten percent of a registered
                   class of the Company's equity securities, to file initial
                   reports of ownership and changes in ownership of such
                   securities with the Securities and Exchange Commission and
                   the New York Stock Exchange. Directors, officers and greater
                   than ten percent beneficial owners are required by applicable
                   regulations to furnish the Company with copies of all Section
                   16(a) forms they file.
 
                   Based solely upon a review of the copies of the forms
                   furnished to the Company and written representations from the
                   Company's directors and officers, the Company believes that
                   during the 1996 fiscal year all filing requirements
                   applicable to its directors and officers were satisfied,
                   except that Brent Martini, Executive Vice President of the
                   Company and President of Bergen Brunswig Drug Company, a
                   Company subsidiary, filed a Form 3 Initial Statement of
                   Beneficial Ownership of Securities for the month of
                   September, 1996, which inadvertently excluded reporting
                   certain shares of the Company's Common Stock owned indirectly
                   by Mr. Martini.
 
                   -------------------------------------------------------------
 
                   COMPENSATION OF EXECUTIVE OFFICERS
 
                   The following table sets forth information for the fiscal
                   years ended September 30, 1996, 1995 and 1994, respectively,
                   with respect to certain compensation awarded or paid to the
                   Company's Chief Executive Officer and its other four most
                   highly compensated executive officers (collectively, the
                   "Named Executive Officers"):
 
                                    SUMMARY COMPENSATION TABLE
 
                   -------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                            LONG-TERM
                                                                                           COMPENSATION
                                                                                           ------------
                                                            ANNUAL COMPENSATION               AWARDS
                                                     ---------------------------------     ------------
                                                                               OTHER        SECURITIES
                                                                              ANNUAL        UNDERLYING     ALL OTHER
                                                                              COMPEN-        OPTIONS/       COMPEN-
                         NAME AND                    SALARY       BONUS       SATION           SARS        SATION(1)
                    PRINCIPAL POSITION    YEAR         ($)         ($)          ($)            (#)            ($)
                    <S>                  <C>         <C>         <C>         <C>           <C>            <C>
                    ---------------------------------------------------------------------------------------------
                    Robert E. Martini      1996      560,000     502,600      108,561(2)      25,000           33,005(3)
                    Chairman of the        1995      553,269     428,000      168,229(2)      15,750           36,774(3)
                    Board                  1994      534,808     350,000      117,356(2)      10,000           34,278(3)
                    Donald R. Roden        1996      400,000     359,000       63,601(5)      95,000              -0-
                    President and Chief    1995(4)        --          --           --             --               --
                    Executive Officer      1994(4)        --          --           --             --               --
                    Neil F. Dimick         1996      275,000     269,300      132,631(6)      40,000            4,571
                    Executive Vice
                     President,            1995      256,731     200,000       35,049(6)       5,250            4,500
                    Chief Financial
                     Officer               1994      233,654     175,000       30,604(6)      20,000            2,520
                    Milan A. Sawdei        1996      210,000     141,400       48,087(7)      30,000            4,571
                    Executive Vice
                     President,            1995      180,000     105,000       33,457(7)       5,250            4,500
                    Chief Legal Officer
                     and                   1994      165,478     100,000       34,855(7)      15,000            2,520
                    Secretary
                    Denny W. Steele(8)     1996      200,000     134,700       34,824(9)      15,000            4,598
                    Executive Vice
                     President             1995      184,809     120,000       29,464(9)      10,250            5,000
                                           1994      165,354     100,000       29,323(9)      15,750            2,520
                    ---------------------------------------------------------------------------------------------
</TABLE>
 
                   (1) Reflects Company contributions under the Company's
                   Pre-Tax Investment Retirement Account Plus Plan, unless
                   otherwise indicated in the following notes.
 
                   (2) Includes $68,250, $92,120 and $80,780 of imputed
                   compensation reflecting the difference between the average
                   market interest rate for the Company and the interest-free
                   loan to Mr. Martini during fiscal years 1994, 1995 and 1996
                   respectively, referenced on page 18.




                                       10
<PAGE>   14
 
                   (3) Includes $31,198, $31,774, $28,418 of allocated premiums
                   paid by the Company to a split-dollar life insurance plan on
                   Mr. Martini during fiscal years 1994, 1995 and 1996,
                   respectively.
 
                   (4) Mr. Roden's employment with the Company commenced during
                   fiscal year 1996 and, accordingly, no amounts are reportable
                   for fiscal years 1994 and 1995.
 
                   (5) Includes $16,362 of imputed compensation reflecting the
                   difference between the average market interest rate for the
                   Company and the interest-free loan to Mr. Roden for fiscal
                   year 1996, referenced on page 18.
 
                   (6) Includes $12,174, $18,506 and $16,288 of imputed
                   compensation reflecting the difference between the average
                   market interest rate for the Company and the interest-free
                   loan to Mr. Dimick for fiscal years 1994, 1995 and 1996,
                   respectively, referenced on page 18.
 
                   (7) Includes $9,100, $13,160, $11,540 of imputed compensation
                   reflecting the difference between the average market interest
                   rate for the Company and the interest-free loan to Mr. Sawdei
                   for fiscal years 1994, 1995 and 1996, respectively,
                   referenced on page 18.
 
                   (8) Mr. Steele tendered his resignation as an executive
                   officer of the Company in September 1996 and, pursuant to the
                   rules promulgated by the Securities and Exchange Commission,
                   is to be included in the table.
 
                   (9) Includes $9,100, $13,160 and $11,540 of imputed
                   compensation reflecting the difference between the average
                   market interest rate for the Company and the interest-free
                   loan to Mr. Steele for fiscal years 1994, 1995 and 1996,
                   respectively, referenced on page 18.
 
                   -------------------------------------------------------------
 
                   EMPLOYMENT AND SEVERANCE AGREEMENTS
 
                   For certain information regarding employment contracts, and
                   termination of employment and change in control arrangements
                   between the Company and certain executive officers of the
                   Company, see "Employment and Severance Agreements" as set
                   forth in Part III, Item 11, "Executive Compensation", of the
                   Company's Annual Report on Form 10-K for the fiscal year
                   ended September 30, 1996, which is included within the Annual
                   Report mailed along with and accompanying this proxy
                   statement.
 
                   -------------------------------------------------------------
 
                   STOCK OPTION GRANTS AND EXERCISES
 
                   The following tables provide information with respect to
                   stock options granted to and held by the Named Executive
                   Officers:
 
                                 OPTION GRANTS IN LAST FISCAL YEAR
 
<TABLE>
<CAPTION>
                                                             INDIVIDUAL GRANTS
                                                             ------------------
                                                                 % OF TOTAL
                                               SECURITIES       OPTIONS/SARS
                                               UNDERLYING        GRANTED TO
                                              OPTIONS/SARS      EMPLOYEES IN                                      GRANT DATE
                                                GRANTED         FISCAL YEAR       EXERCISE PRICE    EXPIRATION     PRESENT
                                 NAME            (#)(1)             1996             ($/SHARE)         DATE       VALUE ($)
                           ---------------------------------------------------------------------------------------------
                           <S>                <C>            <C>                  <C>               <C>          <C>
                           Robert E. Martini     25,000              3.3              $ 24.44        11/08/05     $219,000(6)
                           Donald R. Roden    50,000(2)             12.6                21.56        10/15/04      401,500(7)
                                                 20,000                                 24.44        11/08/05      175,200(6)
                                              25,000(3)                                 28.75        09/04/06      260,750(8)
                           Neil F. Dimick        15,000              5.3                24.44        11/08/05      131,400(6)
                                              25,000(4)                                 28.75        09/04/06      260,750(8)
                           Milan A. Sawdei       15,000              4.0                24.44        11/08/05      131,400(6)
                                              15,000(5)                                 28.75        09/04/06      156,450(8)
                           Denny W. Steele       15,000              2.0                24.44        11/08/05      131,400(6)
</TABLE>
 
                   -------------------------------------------------------------
 
                   (1) All shares granted as nonstatutory stock options at 100%
                   of fair market value on the date of grant, unless otherwise
                   noted and vest 25% one year after the date of grant and then
                   25% per year thereafter.
 
                   (2) Granted as incentive stock options.
 
                                       11
<PAGE>   15
 
             (3) Of this amount, 3,478 shares granted as incentive stock
             options.
 
             (4) Of this amount, 11,733 shares granted as incentive stock
             options.
 
             (5) Of this amount, 9,396 shares granted as incentive stock
             options.
 
             (6) The grant date present value is based on a Black-Scholes model
             and assumes a risk-free rate of return of 6.25%, an option term of
             ten years, a dividend yield of 2.58%, and a stock volatility of
             .322.
 
             (7) The grant date present value is based on a Black-Scholes model
             and assumes a risk-free rate of return of 6.25%, an option term of
             ten years, a dividend yield of 2.11% and a stock volatility of
             .301.
 
             (8) The grant date present value is based on a Black-Scholes model
             and assumes a risk-free rate of return of 6.72%, an option term of
             ten years, a dividend yield of 2.40% and a stock volatility of
             .296.
 
                  AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                         AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
                                                                             NUMBER OF SECURITIES
                                                                            UNDERLYING UNEXERCISED
                                         SHARES                           OPTIONS/SARS AT FY END (#)
                                      ACQUIRED ON         VALUE         ------------------------------
                     NAME             EXERCISE (#)     REALIZED ($)     EXERCISABLE      UNEXERCISABLE
             -----------------------------------------------------------------------------------------
             <S>                      <C>              <C>              <C>              <C>
             Robert E. Martini              0                0             115,308           29,775
             Donald R. Roden                0                0              17,500           74,022
             Neil F. Dimick                 0                0              26,325           45,175
             Milan A. Sawdei                0                0              34,234           36,750
             Denny W. Steele                0                0              26,657           25,500
 
<CAPTION>
 
                                       VALUE OF UNEXERCISED(1)
                                        IN-THE-MONEY OPTIONS/
                                    ------------------------------
                     NAME           EXERCISABLE      UNEXERCISABLE
             --------------------------------------------------------------------
             <S>                      <C>            <C>
             Robert E. Martini       $1,396,520        $ 269,156
             Donald R. Roden            163,975          566,925
             Neil F. Dimick             367,426          294,874
             Milan A. Sawdei            530,519          264,874
             Denny W. Steele            345,074          257,862
</TABLE>
 
             -------------------------------------------------------------
 
             (1) Pursuant to the rules promulgated by the Securities and
             Exchange Commission, these values were calculated by determining
             the difference between the value of the Company's stock at fiscal
             year end ($31.75 on September 30, 1996) and the exercise price of
             the options.
 
             -------------------------------------------------------------
 
             PENSION TABLE

             RETIREMENT BENEFITS The following table shows the estimated annual
             benefits payable under the Company's non-qualified Supplemental
             Executive Retirement Plan ("SERP") at age 62 to persons in
             specified compensation and years-of-service classifications, based
             on a joint and 75 percent survivor annuity form of retirement
             income. The table also includes benefits payable under the
             Company's Capital Accumulation Plan ("CAP") for executives who
             participate in the CAP, which was the SERP's predecessor plan and
             which was frozen to all employee participants on October 7, 1987.

<TABLE>
<CAPTION>
                     AVERAGE ANNUAL
                      COMPENSATION               ESTIMATED ANNUAL RETIREMENT BENEFITS FOR
                DURING HIGHEST THREE OF            YEARS OF CREDITED SERVICE SHOWN BELOW
                         FINAL                -----------------------------------------------
              FIVE YEARS BEFORE RETIREMENT       10           20           30           40
              -------------------------------------------------------------------------------
              <S>                             <C>          <C>          <C>          <C>
              $ 200,000                       $ 73,500     $126,800     $126,800     $126,800
                400,000                        176,100      282,700      282,700      282,700
                600,000                        278,700      438,700      438,700      438,700
                800,000                        381,500      594,800      594,800      594,800
              1,000,000                        488,000      754,700      754,700      754,700
</TABLE>
 
             -------------------------------------------------------------
 
             As of September 30, 1996, full years of actual credited service in
             these plans are Mr. Martini--40 years; Mr. Roden--1 year; Mr.
             Dimick--5 years; Mr. Sawdei--13 years; and, Mr. Steele--6 years.


                                       12
<PAGE>   16
 
                   Compensation for a particular year as used for the
                   calculation of retirement benefits under SERP includes base
                   salary received during the year (including salary deferred
                   under a salary deferral plan) and excludes all other
                   compensation. Benefits are reduced by the following amounts:
                   (1) the participant's primary insurance amount payable under
                   the Social Security Act at retirement age; (2) the
                   participant's benefit under the CAP; (3) an annuitized amount
                   based upon an assumed level of participation in the Company's
                   Pre-Tax Investment Retirement Account Plus Plan; and, (4) any
                   amounts owed by a participant to the Company (except to the
                   extent that such amount owed is under a program that
                   expressly provides that there will not be an offset).
                   Benefits are payable under the SERP in the form of a joint
                   and survivor annuity, consisting of periodic payments to each
                   participant or a lump sum distribution to a participant's
                   beneficiary should a participant die before attaining normal
                   retirement age. In the alternative, a participant may elect
                   to receive his or her benefit in a lump sum. A $5,000 funeral
                   benefit is available to a participant's estate, offset by any
                   funeral benefit paid under the CAP Plan. Because participants
                   may be required to pay income and payroll taxes based upon
                   payments made by the Company under SERP, the Company will pay
                   affected participants an additional amount that the Company
                   estimates will be equal to such tax liability. Generally, the
                   CAP benefit is a monthly retirement benefit paid over a
                   specified number of months that, at the election of a
                   participant, may be paid in a lump sum. Upon a change in
                   control (as defined in the CAP and SERP), certain senior
                   executive officers' benefits payable under the SERP would be
                   accelerated such that their credited years of service in
                   these plans would be as if they had attained the normal
                   retirement age. In addition, a master trust for certain
                   executive officer deferral plans has been established to
                   preserve these and certain other executive benefits.
 
                   ------------------------------------------------------------
REPORT OF THE
COMPENSATION/
STOCK OPTION
COMMITTEE
 
                   COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

                   Notwithstanding anything to the contrary set forth in any of
                   the Company's previous filings under the Securities Act of
                   1933, as amended, or the Exchange Act that might incorporate
                   future filings, including this Proxy Statement, in whole or
                   in part, the following report and the Performance Graph on
                   page 17 shall not be incorporated by reference into any such
                   filings.
 
                   The Company applies a consistent philosophy toward the
                   compensation for its executive officers. This philosophy is
                   based on the premise that the achievements of the Company
                   result from the coordinated efforts of all individuals
                   working toward its stated mission. The Company strives to
                   achieve those objectives through teamwork that is focused on
                   meeting the expectations of its customers, shareowners and
                   employees.

                   The Compensation/Stock Option Committee ("Committee") is
                   currently comprised of three (3) non-employee directors.
 
                   COMPENSATION PHILOSOPHY
 
                   The goals of the compensation program are to (1) align
                   individual contributions with business objectives and
                   performance; (2) enable the Company to attract, retain and
                   reward executive officers who contribute to the long-term
                   success of the Company; and, (3) motivate those executives to
                   advance shareowner interest. The Company's compen-


                                       13
<PAGE>   17
 
                   sation program for executive officers is based on the
                   following two policies of the Company:
 
                   - The Company pays based on Company and individual
                   performance.
 
                     Executive Officers are rewarded based upon corporate
                     performance and individual performance. Corporate
                     performance is evaluated by reviewing the extent to which
                     strategic and business plan goals are met, including such
                     factors as increase in net earnings, return on equity,
                     sales growth and improvements in the Company's customer and
                     employee satisfaction index. Individual performance is
                     evaluated by reviewing individual efforts and
                     accomplishments, the implementation of new programs and
                     services, organizational and management development
                     progress against personal and functional area objectives
                     and the degree to which teamwork and Company values are
                     fostered.
 
                   - The Company provides a total compensation package which is
                     competitive.
 
                     The Company regularly compares its pay practices for its
                     executive officers with those of other leading companies
                     and sets, in part, its pay parameters based on this review.
                     The Company strives to set the compensation paid to an
                     individual based upon comparisons to other executives
                     inside the Company and at comparable organizations. The
                     Company believes that the Company's most direct competitors
                     for executive talent are not necessarily all the companies
                     that would be included in the peer group established to
                     compare shareowner returns. Consideration is given to
                     annual national surveys and each executive's talent and
                     experience. Thus, the groups used for evaluation of
                     competitive compensation are not the same as the peer group
                     index in the Comparison of Five Year Cumulative Total
                     Return graph included in this Proxy Statement.
 
                   COMPENSATION VEHICLES
 
                   The Company has a simple total compensation program that
                   consists of cash- and equity-based compensation. Having a
                   compensation program that allows the Company to successfully
                   attract and retain key employees permits it to enhance
                   shareowner values, provide efficient service to customers,
                   foster Company values and teamwork, and adequately reward
                   employees. These vehicles are:
 
                   - Cash-Based Compensation.
 
                     Cash-based compensation represents a combination of base
                     salary and annual incentive based bonus. Salary levels are
                     determined based on a review of competitive data and
                     internal pay levels for various positions. Base salary
                     levels are typically at the midpoint in the wholesale
                     pharmaceutical industry but below the median in comparable
                     size companies.
 
                     The annual incentive based bonus is measured against the
                     achievement of financial criteria established by senior
                     management and the Board each year as well as qualitative
                     improvements in customer satisfaction, employee
                     satisfaction and individual performance. The financial
                     measures for the 1996 fiscal year were based upon a
                     comparison of actual performance with goals established
                     near the beginning of the year with respect to increase in
                     net earnings, return on equity, sales growth and, for some
                     executive officers, earnings as a percentage of sales,
                     profit plan achievement and meeting objectives relative to
                     corporate priorities for the fiscal year. The Chief
 
                                       14
<PAGE>   18
 
                     Executive Officer, Chief Operating Officer and Chief
                     Financial Officer may earn a maximum of 100% of base
                     salary, and other executive officers may qualify for a
                     maximum award of between 50% to 75% of base salary. In
                     practice, salary and bonus combined have typically placed
                     the Company at the midpoint in the wholesale pharmaceutical
                     industry, but below the median for comparable size
                     companies.
 
                   - Equity-Based Compensation.
 
                     The purpose of the Stock Option Program is to provide
                     longer term incentives to employees to work to maximize
                     shareowner value. This program also utilizes vesting
                     periods designed to encourage key employees to continue in
                     the employ of the Company. The Committee, based on
                     recommendations of compensation consultants, management and
                     historical practices, grants stock options to a broad-based
                     management population representing approximately seven
                     percent of the total employee pool.
 
                   CEO COMPENSATION
 
                   Actions recommended by the Committee (and approved by the
                   Board) specific to the Chief Executive Officer relative to
                   fiscal 1996 were as follows:
 
                   - Salary adjustment, Grant of Bonus and Stock Option in
                     fiscal 1996.
 
                     Mr. Martini was granted a 4.7% salary increase, which
                     brought his base pay to $560,000 per annum for fiscal 1996.
                     This adjustment was made in large part because of the
                     increase in revenues and operating earnings for the year
                     ended September 30, 1995, and recent increases in the
                     Company's operating margin percentage.
 
                     Mr. Martini was evaluated by the Committee against several
                     criteria that form the Company's bonus plan. The Company's
                     bonus plan is comprised of both objective and subjective
                     elements. Those objective criteria include an evaluation
                     related to meeting the annual corporate objectives,
                     increases in net earnings, return on equity, sales growth,
                     earnings as a percentage of sales and profit plan
                     achievement. These criteria allow Mr. Martini to earn up to
                     15%, 20%, 20%, 15% and 15%, respectively, of his base
                     salary. A discretionary award of up to 50% of Mr. Martini's
                     base salary may be earned if the Committee determines that
                     he has met other non-financial and numeric-based management
                     objectives, but such discretionary award combined with the
                     award for the objective criteria may not exceed 100%, in
                     the aggregate, of base salary. For fiscal 1996, however,
                     Mr. Martini did not receive a discretionary award. Based
                     upon an evaluation of the potential award amount for each
                     of the objective criteria under the Bonus Plan compared to
                     the level of achievement attained by Mr. Martini in meeting
                     each such criterion, the Committee awarded Mr. Martini the
                     sum of $502,600.
 
                     Mr. Martini also participated in the Company's equity-based
                     compensation program. Options granted in fiscal 1996 are
                     shown under the caption "Option Grants in Last Fiscal
                     Year". In considering the grant of options to Mr. Martini,
                     the Committee took into consideration those items discussed
                     above.
 
                   The Committee believes that the Company's most direct
                   competitors for executive talent are not necessarily all of
                   the companies that would be included in a peer group
                   established to compare shareowner returns. Thus, the groups
                   used for evaluation of competitive compensation are not the
                   same as the peer group index in the Comparison of Five Year
                   Cumulative Total Return graph included in this Proxy
                   Statement.
 
                                       15
<PAGE>   19
 
                   Committee Policy Regarding Compliance with Section 162(m) of
                   the Code:
 
                   The 1993 Omnibus Budget Reconciliation Act ("OBRA") became
                   law in August 1993. Under the law, income tax deductions of
                   publicly-traded companies may be limited to the extent total
                   compensation (including base salary, annual bonus, stock
                   option exercises and non-qualified benefits) for certain
                   executive officers exceeds $1,000,000 in any one year. Under
                   OBRA, the deduction limit does not apply to payments which
                   qualify as "performance-based". To qualify as
                   "performance-based", compensation payments must be made from
                   a plan that is administered by a committee of outside
                   directors and be based on achieving objective performance
                   goals. In addition, the material terms of the plan must be
                   disclosed to and approved by shareowners, and the Committee
                   must certify that the performance goals were achieved before
                   payments can be awarded.
 
                   The Committee will continue to consider and evaluate all the
                   Company's compensation programs in light of the OBRA
                   legislation and related regulations. However, the Company may
                   pay compensation which is not deductible in certain
                   circumstances if sound business judgment so requires.
 
                   In order to qualify the Company's Amended and Restated 1989
                   Stock Incentive Plan as "performance-based", the Company
                   amended this Plan in fiscal 1995 after receiving shareowner
                   approval at the annual meeting. The amendment establishes a
                   maximum annual grant of option shares to an employee under
                   this Plan.
 
                   Compensation/Stock Option Committee of the Board of Directors
 
                                   Francis G. Rodgers, Chairman
                                  James R. Mellor, Vice Chairman
                                        Jose E. Blanco, Sr.
 
                                       16
<PAGE>   20
 
                   -------------------------------------------------------------
 
                   PERFORMANCE GRAPH
 
                   The following graph compares the cumulative total shareowner
                   return (stock price appreciation plus dividends) for the five
                   years ending September 30, 1996, on the Company's Common
                   Stock with the cumulative return of the New York Stock
                   Exchange Index and the stocks for peer companies with
                   Standard Industrial Classification Code 5122, drugs and
                   proprietary wholesale (weighting the returns of these peer
                   companies based on stock market capitalization). The peer
                   companies selected by the Company are Akorn, Inc.; Allou
                   Health & Beauty Care, Inc.; Bindley Western Industries, Inc.;
                   Capstone Pharmacy Services, Inc.; Cardinal Health, Inc.;
                   D & K Wholesale Drug, Inc.; Herbalife International, Inc.;
                   McKesson Corporation; Moore Medical Corporation; FoxMeyer
                   Corporation; Mark Solutions; and Tristar Corporation.
                   Cumulative total shareowner return (on an assumed initial
                   investment of $100 at August 31, 1991), as determined at the
                   end of the Company's fiscal year, reflects the change in
                   stock price, assuming reinvestment of dividends for the five
                   years and one month ended September 30, 1996. (The Company
                   changed its fiscal year-end during fiscal 1994 from August 31
                   to September 30.)
 
                         COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
 
<TABLE>
<CAPTION>
          MEASUREMENT PERIOD                BERGEN BRUNSWIG       NYSE STOCK MARKET     SELF-DETERMINED PEER
         (FISCAL YEAR COVERED)                   CORP.              (US COMPANIES)             GROUP
         ---------------------              ---------------       -----------------     --------------------
<S>                                       <C>                    <C>                    <C>
              08/30/91                           100.0                  100.0                  100.0
              08/31/92                            90.1                  108.4                   97.6
              08/31/93                            83.7                  126.4                  122.5
              08/30/94                            80.6                  129.1                  204.6
              09/29/95                           113.2                  164.3                  265.6
              09/30/96                           171.3                  196.2                  337.5
</TABLE>
 
                                       17
<PAGE>   21
 
                   -------------------------------------------------------------
 
                   CERTAIN TRANSACTIONS
 
                   For certain information regarding loans to executive officers
                   and other arrangements between the Company and certain
                   executive officers of the Company, see "Certain Transactions"
                   as set forth in Part III, Item 13, "Certain Relationships and
                   Related Transactions", of the Company's Annual Report on Form
                   10-K for the fiscal year ended September 30, 1996, which is
                   included within the Annual Report mailed along with and
                   accompanying this proxy statement.
 
                                       18
<PAGE>   22
 
              ----------------------------------------------------------------
 
              2.   SHAREOWNER PROPOSAL REGARDING THE ELECTION OF DIRECTORS BY
                   CLASSES
                   (Item 2 on Proxy Card)
              ================================================================

                   The Company has been advised that Mr. Kenneth Steiner, 14
                   Stoner Avenue, Suite 2-M, Great Neck, New York 11021, the
                   owner of 367 shares of Common Stock, intends to introduce the
                   proposal set forth below for consideration and action by the
                   shareowners at the Annual Meeting. Mr. Steiner's proposal and
                   supporting statement, for which the Board of Directors and
                   the Company accept no responsibility, are set forth below:

SHAREOWNER
PROPOSAL AND
STATEMENT
                        "RESOLVED, that the stockholders of the Company request
                        that the Board of Directors take the necessary steps, in
                        accordance with state law, to declassify the Board of
                        Directors so that all directors are elected annually,
                        such declassification to be effected in a manner that
                        does not affect the unexpired terms of directors
                        previously elected."
 
                                          SUPPORTING STATEMENT
 
                        "At last year's annual meeting of stockholders a similar
                        resolution was supported by approximately 47 percent of
                        the voting shares.
 
                        The election of directors is the primary avenue for
                        stockholders to influence corporate governance policies
                        and to hold management accountable for its
                        implementation of those policies. I believe that the
                        classification of the Board of Directors, which results
                        in only a portion of the Board being elected annually,
                        is not in the best interests of the Company and its
                        stockholders.
 
                        The Board of Directors of the Company is divided into
                        three classes serving staggered three-year terms. I
                        believe that the Company's classified Board of Directors
                        maintains the incumbency of the current Board and
                        therefore of current management, which in turn limits
                        management's accountability to stockholders.
 
                        The elimination of the Company's classified Board would
                        require each new director to stand for election annually
                        and allow stockholders an opportunity to register their
                        views on the performance of the Board collectively and
                        each director individually. I believe this is one of the
                        best methods available to stockholders to insure that
                        the Company will be managed in a manner that is in the
                        best interests of the stockholders.
 
                        A classified board might also be seen as an impediment
                        to a potential takeover of the company's stock at a
                        premium price. With the inability to replace a majority
                        of the board at one annual meeting, an outside suitor
                        might be reluctant to make an offer in the first place.
 
                        I am a founding member of the Investors Rights
                        Association of America and I believe that concerns
                        expressed by companies with classified boards that the
                        annual election of all directors could leave companies
                        without experience [sic] directors in the event that all
                        incumbents are voted out by stockholders, are unfounded.
                        In my view, in the unlikely event that stockholders vote
                        to replace all directors this decision would express
                        stockholder dissatisfaction with the incumbent directors
                        and reflect the need for change.
 
                        I URGE YOUR SUPPORT. VOTE FOR THIS RESOLUTION."



                                       19
<PAGE>   23
THE
COMPANY'S
STATEMENT
 
                   THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE
                   FOREGOING SHAREOWNER PROPOSAL

                   The proponent states that last year approximately 47% of the
                   "voting shares" supported this proposal. However, the Company
                   believes it is more accurate to say that the proposal was
                   supported by approximately 34% of the shares eligible to
                   vote, which was 46.2% of the votes cast.
 
                   The Board believes that the reasons for supporting a
                   classified board are as valid today as when originally
                   adopted.
 
                   First, classification helps the Board maintain a greater
                   continuity of experience since the majority of directors at
                   any given time will have experience with the business affairs
                   and operations of the Company. This permits more effective
                   long-term strategic planning. A classified board also helps
                   the Company to attract and retain prominent and well-
                   qualified individuals who are able to commit the time and
                   resources to understand the Company and its operations.
                   Continuity and quality of leadership resulting from the
                   classified board create long-term value for the shareowners
                   of the Company.
 
                   Second, a classified board reduces the possibility of a
                   sudden change in majority control of the Board. In the event
                   of a hostile takeover attempt, the fact that approximately
                   one-third of the directors have terms of more than one year
                   would encourage a person seeking control of the Company to
                   initiate arms-length discussions with management and the
                   Board, who are in a position to negotiate a transaction that
                   is most favorable to the shareowners of the Company.
 
                   The proponent's supporting statement suggests that a
                   classified board might be an impediment to a potential
                   takeover of the Company's stock at a premium price. However,
                   the Investor Responsibility Research Center (IRRC) reported
                   in 1996 that a wealth of evidence shows that companies with
                   anti-takeover defenses receive higher premiums in deals
                   compared to target firms that do not have them.
 
                   The Board believes that a classified board continues to
                   benefit the Company and its shareowners and those with whom
                   the Company does business by permitting all to rely on the
                   consistency and continuity of corporate policy. At the same
                   time, annual elections, in which a third of the Board is
                   elected each year, offer shareowners a regular opportunity to
                   renew and reinvigorate corporate decision-making while
                   maintaining the basic integrity of corporate policy year to
                   year for the benefit of all who rely on it.
 
                   ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST
                   THE FOREGOING SHAREOWNER PROPOSAL. Proxies solicited by the
                   Board of Directors will be so voted unless shareowners
                   specify otherwise.





                                       20
<PAGE>   24
 
              -----------------------------------------------------------------
 
              3.   SHAREOWNER PROPOSAL REGARDING COMPENSATION OF NON-EMPLOYEE
                   DIRECTORS (Item 3 on Proxy Card)
              =================================================================
 
                   The Company has been advised that Mr. William Steiner, 4
                   Radcliffe Drive, Great Neck, New York 11024, the owner of
                   1970 shares of Common Stock, intends to introduce the
                   proposal set forth below for consideration and action by the
                   shareowners at the Annual Meeting. Mr. Steiner's proposal and
                   supporting statement, for which the Board of Directors and
                   the Company accept no responsibility, are set forth below:
 
SHAREOWNER
PROPOSAL AND
STATEMENT
                        "RESOLVED, that the shareholders recommend that the
                        Board of Directors take the necessary steps to ensure
                        that from here forward all non-employee directors should
                        receive a minimum of fifty percent of their total
                        compensation in the form of company common stock which
                        cannot be sold for three years."
 
                                       SUPPORTING STATEMENT
 
                        "Last year, a similar proposal received approximately
                        17% of the total vote.
 
                        A significant equity ownership by outside directors is
                        probably the best motivator for enhancing shareholder
                        value and facilitating identification with shareholders.
 
                        Traditionally, outside directors, sometimes selected by
                        management, were routinely compensated with a fixed fee,
                        regardless of corporate performance. In today's
                        competitive global economy, outside directors must
                        exercise a critical oversight of management's
                        performance in furthering corporate profitability. All
                        too often, outside directors' oversight has been too
                        relaxed and their actions were too late to effect any
                        meaningful change.
 
                        The history of corporate America has too many examples
                        of company assets having been eroded on an extended
                        series of strategic errors. Unfortunately boards of
                        directors stood by and passively allowed serious
                        problems to develop.
 
                        When compensation is in company stock, there is a
                        greater likelihood that outside directors will be more
                        vigilant in protecting their own, as well as corporate
                        and shareholder interests.
 
                        What is being recommended in this proposal is neither
                        novel nor untried. A number of corporations have already
                        established versions of such practices, including the
                        Travelers, Hartford Steam Boiler, Alexander and
                        Alexander, NYNEX, Westinghouse, and many others.
 
                        Harvard Business School did a series of studies
                        comparing highly successful to poorly performing
                        companies. They found that outside directors in the
                        better performing companies had significantly larger
                        holdings of company stock than outside directors in the
                        more mediocre and poorly performing companies.
 
                        Additionally, the National Association of Corporate
                        Directors (NACD) Blue Ribbon Commission recently
                        recommended that directors receive their retainer in
                        stock rather than cash.



                                       21
<PAGE>   25
 
                        It can be argued that awarding stock options to outside
                        directors accomplishes the same purpose of insuring
                        directors' allegiance to companies' profitability as
                        paying them exclusively in stock. However, it is our
                        contention that stock options are rewarding on the
                        upside but offer no penalties on the downside while
                        shareholders bear the full downside risks. There are few
                        strategies that are more likely to cement outside
                        directors with shareholder interests and company
                        profitability than one which results in their sharing
                        the same bottom line.
 
                        I urge your support. Vote for this resolution."
 
THE
COMPANY'S
STATEMENT
                   THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE
                   FOREGOING SHAREOWNER PROPOSAL

                   The Company's Board shares the proponent's belief in the
                   importance of incentive-based compensation for directors. The
                   Board also believes that directors should have a financial
                   stake in the Company. Indeed, as indicated by the table on
                   page 9, which sets forth the ownership of the Company's
                   Common Stock by management, all of the Company's current
                   non-employee directors are beneficial owners of Common Stock.
 
                   In addition, the Company's 1989 Stock Incentive Plan, as
                   amended, provides for an initial option grant to non-employee
                   directors upon their being elected, and then annual grants
                   thereafter if, and only if, the Company attains certain
                   financial results. The options do not become exercisable
                   until one year after grant, and then only in percentage
                   increments over several years. The options have restricted
                   transferability and thus provide long-term incentive,
                   consistent with continuity in service on the Board. The
                   proposal to pay non-employee directors partly in shares of
                   Common Stock with a three-year restriction provides no
                   advantage over the options, which require three years to
                   become fully exercisable.
 
                   The Board believes the existing director compensation
                   structure offers directors the flexibility to balance
                   stock-related and cash compensation in a manner compatible
                   with their individual circumstances. The directors and the
                   Compensation/Stock Option Committee periodically review the
                   compensation of the Company's non-employee directors and
                   ensure that it remains consistent with industry standards and
                   continues to be fair and appropriate in light of the
                   obligations and responsibilities of corporate directors. The
                   Board believes these goals are being met and no changes are
                   required at this time.
 
                   ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST
                   THE FOREGOING SHAREOWNER PROPOSAL. Proxies solicited by the
                   Board of Directors will be so voted unless shareowners
                   specify otherwise.





                                       22
<PAGE>   26
 
              -----------------------------------------------------------------
               4.   OTHER MATTERS
 
              =================================================================
 
                   At the time this Proxy Statement was published, the Board
                   knew of no other matters constituting a proper subject for
                   action by the shareowners which would be presented at the
                   meeting. However, if any matters properly come before the
                   meeting, it is the intention of the persons named in the
                   enclosed proxy card to vote the shares represented by said
                   proxies in accordance with their judgment on such matters.
 
             ------------------------------------------------------------------
 
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
                   Under Article VII of the Company's Restated Certificate of
                   Incorporation ("Restated Certificate"), every person who is
                   or was a director, officer, employee or agent of the Company
                   and the legal representative of such a person is entitled to
                   receive indemnification from the Company to the fullest
                   extent permitted by law. Under New Jersey law, directors and
                   officers may be indemnified in certain situations, subject to
                   the Company's having taken certain actions and the directors
                   and officers having met certain specified standards of
                   conduct. In 1986, the Company entered into individual
                   agreements (collectively, the "Indemnity Agreement") to
                   indemnify each of its directors against liabilities and
                   defense costs to the extent that such directors would have
                   been insured under the director and officer liability
                   insurance policies which were in effect on December 31, 1984
                   (the "1984 Policy"). The Company believes that the coverage
                   addresses liabilities arising under ERISA, securities and
                   antitrust laws. The obligation of the Company to indemnify a
                   director under the Indemnity Agreement is limited to $30
                   million, in the aggregate, the maximum coverage available
                   under the 1984 Policy. However, the Indemnity Agreement does
                   not limit a director's right to recover in excess of such $30
                   million maximum from the Company if the director is otherwise
                   entitled to statutory indemnification. The Indemnity
                   Agreement was ratified by the shareowners at the December
                   1986 Annual Meeting.
 
             ------------------------------------------------------------------
 
                   INDEPENDENT ACCOUNTANTS
 
                   The Company's financial statements have been examined by
                   Deloitte & Touche LLP, independent certified public
                   accountants. The selection of these independent accountants
                   for the current fiscal year has been made by the Board upon
                   the recommendation of the Audit Committee. As in the past, a
                   representative of Deloitte & Touche LLP, is expected to be
                   present at the meeting and such representative will have the
                   opportunity to make a statement and respond to appropriate
                   questions.




 
                                       23
<PAGE>   27
 
                   -------------------------------------------------------------
 
                   SHAREOWNER PROPOSALS
 
                   All proposals that shareowners desire to submit for
                   consideration by the shareowners and for inclusion in the
                   Company's Proxy Statement for presentation at the January
                   1998 Annual Meeting must be received by the Company no later
                   than August 14, 1997.
 
                   -------------------------------------------------------------
 
                   COST AND METHOD OF SOLICITATION
 
                   The entire expense of preparing, assembling, printing and
                   mailing the Notice of Meeting, this Proxy Statement, the form
                   of proxy, and the cost of soliciting proxies relating to the
                   meeting will be borne by the Company. The Company has engaged
                   Georgeson & Co., Inc., a firm of professional proxy
                   solicitors, to solicit proxies in favor of the election of
                   the nominees described above for election as directors and in
                   opposition to the two shareowner proposals. The Company
                   anticipates that the fees it will incur for this service will
                   be approximately $15,000, plus reasonable expenses and
                   disbursements. In addition to such solicitation and the
                   solicitation made hereby, proxies may be solicited by the
                   officers, directors and other regular employees of the
                   Company by telephone, telegraph or personal solicitation and
                   no additional compensation will be paid to such individuals.
                   Upon request from a record holder who is a broker, dealer,
                   bank, voting trustee or their nominee, the Company shall
                   reimburse such record holders for their reasonable expenses
                   in forwarding proxy material to their principals.
 
                                                    By order of the Board of
                                                           Directors,
                                                             [SIG]
                                                        Milan A. Sawdei
                                                   Executive Vice President,
                                                    Chief Legal Officer and
                                                           Secretary
 
                   A copy of the annual report for the fiscal year ended
                   September 30, 1996, including financial statements current
                   through December 31, 1996, is included herewith. Such report
                   is not to be regarded as proxy soliciting material or as a
                   communication by means of which any solicitations are to be
                   made.
 
                   A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE
                   FISCAL YEAR ENDED SEPTEMBER 30, 1996, AS FILED WITH THE
                   SECURITIES AND EXCHANGE COMMISSION, WHICH PROVIDES CERTAIN
                   ADDITIONAL INFORMATION CONCERNING THE COMPANY AND ITS
                   MANAGEMENT, IS INCLUDED WITHIN THE ANNUAL REPORT ACCOMPANYING
                   THIS PROXY STATEMENT.



 
                                       24
<PAGE>   28









                          BERGEN BRUNSWIG CORPORATION

                               MAP AND DIRECTIONS

                               TO ANNUAL MEETING
<PAGE>   29
                          BERGEN BRUNSWIG CORPORATION

             THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR
                 THE ANNUAL MEETING OF SHAREOWNERS MAY 23, 1997

The undersigned hereby appoints Robert E. Martini, Donald R. Roden and Charles
J. Lee, and each of them, attorneys and proxies, with power of substitution in
each of them, to vote for and on behalf of the undersigned at the Annual
Meeting of Shareowners of the Company to be held on May 23, 1997, and any
adjournment thereof, upon matters properly coming before the meeting, as set
forth in the Notice of Meeting and Proxy Statement, both of which have been
received by the undersigned and upon all such other matters that may properly
be brought before the meeting, as to which the undersigned hereby confers
discretionary authority to vote upon said proxies. Without otherwise limiting
the general authorization given hereby, said attorneys and proxies are
instructed to vote as follows:

      (THIS PROXY CARD CONTINUES AND MUST BE SIGNED ON THE REVERSE SIDE.)


COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE


--------------------------------------------------------------------------------
                              FOLD AND DETACH HERE

<PAGE>   30
 THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS
                        AND AGAINST ITEMS 2 AND 3 BELOW.

                                                        Please mark
                                                        your votes as   [X]
                                                        indicated in
                                                        this example

Election of four directors to Class III

  FOR all nominees                  WITHHOLD
listed to the right                 AUTHORITY
 (except as marked               to vote for the
 to the contrary)                nominees listed

      [  ]                             [  ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS BELOW.


NOMINEES:  Rodney H. Brady, Charles C. Edwards, M.D., James R. Mellor and
           Francis G. Rodgers

(INSTRUCTION:  To withhold authority for any particular nominee, write such
nominee(s) name on the line below.)

-------------------------------------------------------------------------------

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 2 AND 3 BELOW.

2.  Shareowner Proposal No. 2 on declassification
    of Board of Directors

        FOR             AGAINST                 ABSTAIN

        [ ]               [ ]                     [ ]


3.  Shareowner Proposal No. 3 on compensation
    of non-employee Directors

        FOR             AGAINST                 ABSTAIN

        [ ]               [ ]                     [ ]


Dated:                       ,  19  
       ----------------------      ----

---------------------------------------
               (Signed)

---------------------------------------
               (Signed)

Please sign exactly as your name appears
hereon. Give full title if an Attorney, Executor,
Administrator, Trustee, Guardian, etc. For an 
account in the name of two or more persons, each 
should sign. If a Corporation, please sign in full 
corporate name by President or other authorized officer. 
If a partnership, please sign in partnership name 
by authorized person. 

PLEASE SIGN THIS PROXY AND RETURN IT
PROMPTLY WHETHER OR NOT YOU EXPECT TO
ATTEND THIS MEETING. YOU MAY NEVERTHELESS
VOTE IN PERSON IF YOU DO ATTEND.


--------------------------------------------------------------------------------
                              FOLD AND DETACH HERE