-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BdsFLiDGIBtP6yElxfLjAw0ZKoFSsjMxfsxBXFUArfm/HLiO+FuETS97yncrl6xe +3MvZRzH3Q6P+ad/XEN3Lg== 0000950157-01-500391.txt : 20010717 0000950157-01-500391.hdr.sgml : 20010717 ACCESSION NUMBER: 0000950157-01-500391 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010716 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZIMMER HOLDINGS INC CENTRAL INDEX KEY: 0001136869 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 134151777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-16407 FILM NUMBER: 1681799 BUSINESS ADDRESS: STREET 1: 345 EAST MAIN STREET CITY: WARSAW STATE: IN ZIP: 46580 BUSINESS PHONE: 2192676131 MAIL ADDRESS: STREET 1: 345 EAST MAIN STREET CITY: WARSAW STATE: IN ZIP: 46580 8-K 1 form8-k.txt =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 16, 2001 ZIMMER HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-16407 13-4151777 (State or Other (Commission File (IRS Employer Jurisdiction of Number) Identification Incorporation) Number) 345 East Main Street Warsaw, IN, 46580 (Address of Principal Executive Office) Registrant's telephone number, including area code: (219) 267-6131 =============================================================================== This document includes "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Other than statements of historical fact, all statements regarding industry prospects, the consummation of the transactions described in this document and the Company's expectations regarding the future performance of its businesses and its financial position are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description ---------- ----------- 99.1 Press Release dated July 16, 2001 99.2 Selected Unaudited Financial Information ITEM 9. REGULATION FD DISCLOSURE On July 16, 2001, the registrant issued the press release attached hereto as Exhibit 99.1 (a) reporting that it now has received the necessary clearances from the New York Stock Exchange and the Securities and Exchange Commission to list its common stock on the New York Stock Exchange upon the effectiveness of its previously announced spin-off from Bristol-Myers Squibb Company and (b) providing forecast guidance. The registrant is also furnishing, as Exhibit 99.2, selected unaudited quarterly product sales data by geographic segment for fiscal 2000 and unaudited quarterly combined statements of earnings for fiscal 2000. 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Zimmer Holdings, Inc. By: /s/ J. RAYMOND ELLIOTT ---------------------- Name: J. Raymond Elliott Title: President and Chief Executive Officer Date: July 16, 2001 2 EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99.1 Press Release dated July 16, 2001 99.2 Selected Unaudited Financial Information 3 EX-99.1 2 exh99-1.txt PRESS RELEASE EXHIBIT 99.1 CONTACT: MEDIA INVESTORS Brad Bishop Sophia Twaddell Zimmer Fleishman-Hillard 219/372-4291 312/751-3738 bradley.bishop@zimmer.com twaddels@fleishman.com ZIMMER MANAGEMENT PROVIDES FORECAST GUIDANCE; INDICATES ZIMMER TO BE LISTED ON NYSE WARSAW, IN (July 16, 2001) - Zimmer Holdings, Inc. announced today that it now has received the necessary clearances from the New York Stock Exchange and the Securities and Exchange Commission to list its common stock on the New York Stock Exchange upon the effectiveness of its previously announced spin-off from Bristol-Myers Squibb Company (NYSE: BMY). It currently is anticipated that the spin-off will be effected on August 6, 2001 to record holders of Bristol-Myers Squibb common stock as of July 27, 2001. "We are very excited about the opportunity to operate Zimmer as an independent public company and to continue to strengthen Zimmer's position as a global leader in orthopaedics. Zimmer's recent financial performance has been excellent, and we plan to continue to achieve strong sales growth in our current product categories and to pursue opportunities to leverage our brand and salesforce in high-growth adjacent orthopaedic product categories," said Ray Elliott, President and CEO of Zimmer Holdings, Inc. Zimmer management attributes the company's strong recent financial performance to several different industry and company-specific factors. From an industry standpoint, the orthopaedics market as a whole is experiencing procedure growth rates modestly above historical levels, reflecting the impact of favorable underlying demographic trends. The industry is also benefiting from higher procedure growth rates in certain specialized procedures, which utilize higher-priced reconstructive implants. For example, hip and knee revision procedures have experienced annual growth in the range of 12-15% per year. Additionally, advances in product technology and features are contributing to a generally more favorable pricing environment for orthopaedics suppliers. Zimmer's growth is also being driven by company-specific factors, such as new product releases and a favorable mix shift. Specifically, primary product conversions from cemented to porous implants, from standard to cross-linked polyethylene, and the utilization of higher flexion knee options, have been important contributors to the high growth rates that Zimmer has recently achieved. Zimmer management estimates that overall revenue growth in 2001 and 2002 will approximate 8-11%, with sales of reconstructive implants expected to grow 10-13% and sales of fracture management products expected to grow at an average of 6-9%. Zimmer management further estimates that it will achieve EBIT growth in 2001 and 2002 of 10-13% with net income growth of 11-14%, after normalizing for separation costs and interest expense. On a geographic basis, in 2001 Zimmer management expects revenue growth in the Americas to be above the company's overall growth rate, and reported revenue growth rate in Europe and Asia Pacific to be below the company's overall growth rate. In 2002, Zimmer management expects revenue growth rates in the Americas and Europe, excluding foreign currency fluctuations, to be at or slightly above the company's overall growth rate, and revenue growth in Asia Pacific, excluding foreign currency fluctuations, to be below the company's overall growth rate. This press release does not constitute an offer of any securities for sale. Zimmer, based in Warsaw, Indiana, is a global leader in the design, development, manufacturing and marketing of orthopaedic reconstructive implants and fracture management products. The company provides a broad range of joint replacement and fracture management products, as well as other products for orthopaedic and general surgery. Zimmer was founded in 1927 and has more than 3,200 employees worldwide. For the year 2000, Zimmer recorded worldwide revenues of more than $1 billion. The company expects trading of its stock to begin on August 7, 2001, on the New York Stock Exchange under the ticker symbol ZMH. For further information regarding Zimmer and its spin-off from Bristol-Myers Squibb, please see Zimmer's Form 10 which is filed with the Securities and Exchange Commission. ##### THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS BASED ON CURRENT EXPECTATIONS, ESTIMATES, FORECASTS AND PROJECTIONS ABOUT THE ORTHOPAEDICS INDUSTRY, MANAGEMENT'S BELIEFS AND ASSUMPTIONS MADE BY MANAGEMENT. THESE STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT COULD CAUSE ACTUAL OUTCOMES AND RESULTS TO DIFFER MATERIALLY. THESE RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, PRICE AND PRODUCT COMPETITION, RAPID TECHNOLOGICAL DEVELOPMENT, DEMOGRAPHIC CHANGES, DEPENDENCE ON NEW PRODUCT DEVELOPMENT, THE MIX OF OUR PRODUCTS AND SERVICES, CUSTOMER DEMAND FOR OUR PRODUCTS AND SERVICES, OUR ABILITY TO SUCCESSFULLY INTEGRATE ACQUIRED COMPANIES, CONTROL OF COSTS AND EXPENSES, OUR ABILITY TO FORM AND IMPLEMENT ALLIANCES, INTERNATIONAL GROWTH, U.S. AND FOREIGN GOVERNMENT REGULATION, REIMBURSEMENT LEVELS FROM THIRD-PARTY PAYORS, GENERAL INDUSTRY AND MARKET CONDITIONS AND GROWTH RATES AND GENERAL DOMESTIC AND INTERNATIONAL ECONOMIC CONDITIONS INCLUDING INTEREST RATE AND CURRENCY EXCHANGE RATE FLUCTUATIONS. FOR A FURTHER LIST AND DESCRIPTION OF SUCH RISKS AND UNCERTAINTIES, SEE THE REPORTS FILED BY ZIMMER WITH THE SECURITIES AND EXCHANGE COMMISSION. ZIMMER DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. EX-99.2 3 exh99-2.txt QUARTERLY FINANCIAL DATA EXHIBIT 99.2 ZIMMER UNAUDITED PRODUCT SALES BY GEOGRAPHIC SEGMENT $ millions YEAR ENDED DECEMBER 31, 2000 -------------------------------------------------- Q1 Q2 Q3 Q4 -------- ------------- ------------- ------------- WORLDWIDE Knees $101 $104 $100 $109 Hips 80 83 79 86 Other reconstructive 6 5 5 6 -------- ------------- ------------- ------------- Reconstructive implants 187 192 184 201 Fracture management 32 31 30 31 Other 35 38 38 42 -------- ------------- ------------- ------------- TOTAL WORLDWIDE $254 $261 $252 $274 ======== ============= ============= ============= AMERICAS Knees $64 $62 $63 $66 Hips 48 49 50 53 Other reconstructive 4 4 4 5 -------- ------------- ------------- ------------- Reconstructive implants 116 115 117 124 Fracture management 20 19 19 19 Other 26 26 26 28 -------- ------------- ------------- ------------- TOTAL AMERICAS $162 $161 $162 $171 ======== ============= ============= ============= ASIA PACIFIC Knees $22 $24 $22 $24 Hips 24 25 22 24 Other reconstructive 0 0 0 0 -------- ------------- ------------- ------------- Reconstructive implants 46 49 44 48 Fracture management 10 10 9 10 Other 7 9 10 12 -------- ------------- ------------- ------------- TOTAL ASIA PACIFIC $63 $68 $63 $70 ======== ============= ============= ============= EUROPE Knees $16 $18 $14 $19 Hips 8 9 8 9 Other reconstructive 1 0 1 1 -------- ------------- ------------- ------------- Reconstructive implants 25 27 23 29 Fracture management 2 2 2 2 Other 2 3 2 2 -------- ------------- ------------- ------------- TOTAL EUROPE $29 $32 $27 $33 ======== ============= ============= ============= ZIMMER UNAUDITED COMBINED STATEMENTS OF EARNINGS $ millions YEAR ENDED DECEMBER 31, 2000 -------------------------------------------------- Q1 Q2 Q3 Q4 -------- ------------- ------------- ------------- NET SALES $254 $261 $252 $274 EXPENSES: Cost of products sold 70 68 72 80 Selling 52 53 49 53 Marketing, promotion and distribution 42 44 30 37 Research and development 12 11 13 16 General and administrative 19 13 23 16 -------- ------------- ------------- ------------- 195 189 187 202 -------- ------------- ------------- ------------- EARNINGS BEFORE INCOME TAXES 59 72 65 72 Provision for income taxes 20 25 22 25 -------- ------------- ------------- ------------- NET EARNINGS $39 $47 $43 $47 ======== ============= ============= ============= -----END PRIVACY-ENHANCED MESSAGE-----