National Intergroup Chairman Optimistic : Bergen Brunswig Merger Deadline Near

Times Staff Writer

After stumping the country the last few weeks in search of votes, National Intergroup Chairman Howard M. Love said Monday that he is optimistic about the outcome of two meetings next week at which shareholders will decide whether to approve the merger between Pittsburgh-based National Intergroup Inc. and Los Angeles-based Bergen Brunswig Corp.

"The support we have had has been very gratifying," Love said during a break at a conference on steel-industry problems held at UCLA.

Love and Bergen Brunswig Chairman Emil P. Martini Jr. have been meeting with shareholders--particularly institutions, which own 60% of National Intergroup's stock--in Los Angeles, San Francisco, Chicago, Boston, New York and "wherever the hell there's a vote" to persuade investors that the merger between the steel company and the drug distributor represents a "unique opportunity for shareholders," Love said.

"We have talked to a number of institutions who have indicated they are going to vote for it," Love said.

Late last week, Hannah Mining Co. of Cleveland, which owns 1.1 million, or 5.4%, of National Intergroup's outstanding shares, became the first major investor to publicly back the proposed merger.

The merger is being opposed by three large investors who represent 15% to 20% of National's stock, although the companies don't have voting rights to all of that stock. One opponent, Leucadia National Corp. of New York, is waging a proxy fight to defeat the plan. Bergen Brunswig shareholders have expressed no significant opposition.

Love said he couldn't reveal the names of the institutions who have pledged their support but added that, of the 25 institutional investors he has contacted, none has opposed the merger except the three that opposed it publicly.

Bergen Brunswig shareholders will vote on the proposed merger March 4 in Los Angeles. National Intergroup's shareholders will vote in Pittsburgh on March 7.

Love said he couldn't predict what the outcome will be but added that he is "optimistic" and doesn't sense any broad opposition to the merger, which will allow National Intergroup and Bergen Brunswig to continue to operate as separate subsidiaries of a resulting holding company to be called Bergen National Corp.

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