-----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, C4lQH58jurISB4lCSrvrhZBTqWSVJA99r/y2evLXnVgaQIMfD5dWFmAtQhwCh6cH 6/w0T+WW8gauQyd6qk6HDQ== 0000950123-96-001060.txt : 19960311 0000950123-96-001060.hdr.sgml : 19960311 ACCESSION NUMBER: 0000950123-96-001060 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960223 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960308 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSON & JOHNSON CENTRAL INDEX KEY: 0000200406 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221024240 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03215 FILM NUMBER: 96532707 BUSINESS ADDRESS: STREET 1: ONE JOHNSON & JOHNSON PLZ CITY: NEW BRUNSWICK STATE: NJ ZIP: 08933 BUSINESS PHONE: 9085240400 8-K 1 FORM 8-K CURREN REPORT 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): FEBRUARY 23, 1996 JOHNSON & JOHNSON (Exact name of registrant as specified in its charter) NEW JERSEY 1-3215 22-1024240 (State or other (Commission (I.R.S. employer jurisdiction File Number) Identification No.) of incorporation) ONE JOHNSON & JOHNSON PLAZA, NEW BRUNSWICK, NEW JERSEY 08933 (Address of principal executive offices) (zip code) Registrant's telephone number including area code: (908) 524-0400 2 Item 2. Acquisition or Disposition of Assets On February 23, 1996, Johnson & Johnson ("J&J") and Cordis Corporation ("Cordis") announced that Cordis shareholders voted that day at a special meeting to approve the previously announced merger agreement between the two companies. Shortly after the affirmative vote, the merger was completed. J&J common stock issued in the merger for each Cordis share is the result of dividing $109 by the average of the closing prices per share of J&J common stock for the 10 trading days prior to the completion of the merger on February 23, 1996. This resulted in an exchange ratio of 1.1292 shares of J&J stock for each share of Cordis stock. Cordis had approximately 16.5 million shares outstanding on February 23, 1996 and 18.0 million shares outstanding on a fully diluted basis, giving the merger a total value, net of cash, of approximately $1.8 billion. The Pro Forma Combined Condensed Financial Information contained in this Form 8-K reflects the actual 10 day average J&J closing price of $96.525 per share and the issuance of approximately 18.7 million shares of J&J common stock held in treasury. The merger is assumed to be accounted for as a pooling-of-interests, with the results of Cordis included in J&J's financial statements. 2 3 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (b) Pro Forma Financial Information
Page ---- (1) Description of Unaudited Pro Forma Combined Condensed Financial Information 4 (2) Unaudited Pro Forma Combined Condensed Statement of Earnings for the nine months ended October 1, 1995 5 (3) Unaudited Pro Forma Combined Condensed Statement of Earnings for the year ended January 1, 1995 6 (4) Unaudited Pro Forma Combined Condensed Statement of Earnings for the year ended January 2, 1994 7 (5) Unaudited Pro Forma Combined Condensed Statement of Earnings for the year ended January 3, 1993 8 (6) Unaudited Pro Forma Combined Condensed Balance Sheet as of October 1, 1995 9
(c) Exhibits (2) The Agreement and Plan of Merger, Dated as of November 12, 1995 (as amended by the First Amendment thereto dated as of December 27, 1995) Among Johnson & Johnson, JNJ Merger Corp., and Cordis Corporation are incorporated by reference to Registrants Registration Statement on Form S-4, No. 333-391, as filed with the Securities and Exchange Commission on January 23, 1996. 3 4 DESCRIPTION OF UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION The following Unaudited Pro Forma Combined Condensed Financial Information should be read in conjunction with the audited financial statements, including the notes thereto, of Johnson & Johnson (J&J) as of January 1, 1995, January 2, 1994, and January 3, 1993 that are contained in J&J's Annual Reports and of Cordis Corporation (Cordis) as of June 30, 1995, June 30, 1994 and June 30, 1993 that are contained in Cordis' Annual Reports and with the unaudited financial statements, including the notes thereto, of J&J that are contained in J&J's Report in Form 10-Q for the quarter ended October 1, 1995 and of Cordis that are contained in Cordis' Report on Form 10-Q for the quarter ended September 30, 1995, which reports are incorporated by reference in this Form 8-K. Cordis acquired Webster Laboratories, Inc in April, 1994 and accounted for the combination as a pooling of interests. The Unaudited Pro Forma Combined Statements of Earnings for the twelve months ended January 2, 1994 and the twelve months ended January 3, 1993 are based on the restated Quarterly financial data contained in Cordis' annual report as of June 30, 1994. Upon consummation of the merger, the fiscal year end of Cordis will be changed to the J&J fiscal year end. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger had been consummated, nor is it necessarily indicative of future operating results or financial position. The accompanying Unaudited Pro Forma Combined Condensed Financial Information reflect a $109 stock-for-stock merger in which all outstanding Cordis shares will be exchanged for common stock of J&J held in treasury. The amount of J&J common stock exchanged is obtained by dividing $109 by the average of the closing price per share of common stock of J&J for the ten trading days immediately preceding consummation of the stock-for-stock merger. The Pro Forma Combined Condensed Financial Information reflects the actual 10 day average J&J closing price of $96.525 per share. The number of shares of common stock of J&J exchanged for each outstanding share of Cordis, therefore, is 1.1292 (the "Exchange Ratio") or 18.7 million treasury shares issued. 4 5 JOHNSON & JOHNSON UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS (a) (In Millions, Except Per Share Amounts)
JOHNSON & CORDIS JOHNSON CORPORATION (b) PRO PRO NINE MONTHS NINE MONTHS FORMA FORMA ENDING 10/1/95 ENDING 9/30/95 ADJUSTMENTS COMBINED -------------- -------------- ----------- -------- Sales to Customers $13,996 $ 363 $14,359 Cost of Products Sold 4,552 146 4,698 Selling, Marketing and Administrative Expense 5,434 119 5,553 Research Expense 1,128 29 1,157 Other Expense, Net 158 5 163 ------- ------ -------- ------- Total Costs and Expenses 11,272 299 11,571 ------- ------ -------- ------- Earnings Before Provision for Taxes on Income 2,724 64 2,788 ------- ------ -------- ------- Provision for Taxes on Income 786 23 809 ------- ------ -------- ------- Net Earnings $ 1,938 $ 41 $ 1,979 ======= ====== ======== ======= Net Earnings Per Share $3.00 $2.40 $2.98 ======= ====== ======= Weighted Average Number of Common Shares Outstanding (c) 645.5 17.0 664.2 ======= ====== =======
(a) The Unaudited Pro Forma Combined Condensed Statements of Earnings give effect to the merger under the pooling-of-interests accounting method, after giving effect to the Exchange Ratio. (b) Represents the historical consolidated unaudited results of Cordis for the following quarters: third and fourth quarter of fiscal 1995 and first quarter of fiscal 1996. (c) Pro Forma combined earnings per share amount is based on the weighted average number of J&J shares outstanding for the period presented plus the 18.7 million shares to be issued in the transaction. 5 6 JOHNSON & JOHNSON UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS (a) (In Millions, Except Per Share Amounts)
JOHNSON & CORDIS JOHNSON CORPORATION (b) PRO PRO 12 MONTHS 12 MONTHS FORMA FORMA ENDING 1/1/95 ENDING 12/31/94 ADJUSTMENTS COMBINED ------------- --------------- ----------- -------- Sales to Customers $15,734 $ 387 $16,121 Cost of Products Sold 5,299 153 5,452 Selling, Marketing and Administrative Expense 6,350 132 6,482 Research Expense 1,278 30 1,308 Other Expense, Net 126 2 128 ------- ------ -------- ------- Total Costs and Expenses 13,053 317 13,370 ------- ------ -------- ------- Earnings Before Provision for Taxes on Income 2,681 70 2,751 ------- ------ -------- ------- Provision for Taxes on Income 675 26 701 ------- ------ -------- ------- Net Earnings $ 2,006 $ 44 $ 2,050 ======= ====== ======== ======= Net Earnings Per Share $3.12 $2.66 $3.10 ======= ====== ======= Weighted Average Number of Common Shares Outstanding (c) 643.1 16.6 661.8 ======= ====== =======
(a) The Unaudited Pro Forma Combined Condensed Statements of Earnings give effect to the merger under the pooling-of-interests accounting method, after giving effect to the Exchange Ratio. (b) The historical consolidated results of Cordis for a fiscal year ending December 31, 1994 were derived using Cordis' first and second quarter data for the fiscal year ended June 30, 1995 and adding the third and fourth quarter data for the fiscal year ending June 30, 1994. (c) Pro Forma combined earnings per share amount is based on the weighted average number of J&J shares outstanding for the period presented plus the 18.7 million shares to be issued in the transaction. 6 7 JOHNSON & JOHNSON UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS (a) (In Millions, Except Per Share Amounts)
JOHNSON & CORDIS JOHNSON CORPORATION (b) PRO PRO 12 MONTHS 12 MONTHS FORMA FORMA ENDING 1/2/94 ENDING 12/31/93 ADJUSTMENTS COMBINED ------------- --------------- ----------- -------- Sales to Customers $14,138 $ 290 $14,428 ======== Earnings before cumulative effect of accounting change $ 1,787 $ 35 $ 1,822 ======= ==== ======== ======= Net Earnings $ 1,787 $ 45 $ 1,832 ======= ====== ======== ======= Earnings Per Share before cumulative effect of accounting change $2.74 $2.15 $2.72 ======= ===== ======== ===== Net Earnings Per Share after cumulative effect of accounting change $2.74 $2.77 $2.73 ======= ===== ======== ===== Weighted Average Number of Common Shares Outstanding (c) 651.7 16.4 670.4 ======= ====== ======== =======
(a) The Unaudited Pro Forma Combined Condensed Statements of Earnings give effect to the merger under the pooling-of-interests accounting method, after giving effect to the Exchange Ratio. (b) The historical consolidated results of Cordis for a fiscal year ending December 31, 1993 were derived using Cordis' first and second quarter data for the fiscal year ended June 30, 1994 and adding the third and fourth quarter data for the fiscal year ending June 30, 1993. (c) Pro Forma combined earnings per share amount is based on the weighted average number of J&J shares outstanding for the period presented plus the 18.7 million shares to be issued in the transaction. 7 8 JOHNSON & JOHNSON UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS (a) (In Millions, Except Per Share Amounts)
JOHNSON & CORDIS JOHNSON CORPORATION (b) PRO PRO 12 MONTHS 12 MONTHS FORMA FORMA ENDING 1/3/93 ENDING 12/31/92 ADJUSTMENTS COMBINED ------------- --------------- ----------- -------- Sales to Customers $13,753 $ 251 $14,004 ========== Earnings before cumulative effect of accounting change $ 1,625 $ 29 $ 1,654 ======= ==== ========== ======= Net Earnings $ 1,030 $ 29 $ 1,059 ======= ====== ========== ======= Earnings Per Share before cumulative effect of accounting change $2.46 $1.81 $2.44 ======= ===== ========== ===== Net Earnings Per Share after cumulative effect of accounting change $1.56 $1.81 $1.56 ======= ===== ========== ===== Weighted Average Number of Common Shares Outstanding (c) 659.5 15.8 678.2 ======= ====== ========== =======
(a) The Unaudited Pro Forma Combined Condensed Statements of Earnings give effect to the merger under the pooling-of-interests accounting method, after giving effect to the Exchange Ratio. (b) The historical consolidated results of Cordis for a fiscal year ending December 31, 1992 were derived using Cordis' restated first and second quarter data for the fiscal year ended June 30, 1993 as contained in the 1994 annual report and adding the third and fourth quarter data, as reported, of the Cordis fiscal year ending June 30, 1992. (c) Pro Forma combined earnings per share amount is based on the weighted average number of J&J shares outstanding for the period presented plus the 18.7 million shares to be issued in the transaction. 8 9 JOHNSON & JOHNSON UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET (In Millions)
JOHNSON & CORDIS PRO PRO JOHNSON CORPORATION FORMA FORMA AS OF 10/1/95 AS OF 9/30/95 ADJUSTMENTS(a) COMBINED ------------- ------------- ----------- -------- ASSETS Current Assets: Cash & Cash Equivalents $ 1,293 $ 93 $ 1,386 Marketable Securities 45 - 45 Accounts Receivable - Trade, Net 3,073 107 3,180 Inventories 2,374 59 2,433 Other Current Assets 1,299 27 1,326 ------- ---- ------ ------- Total Current Assets 8,084 286 8,370 Marketable Securities - Non Current 399 - 399 Property, Plant, and Equipment, Net 4,944 90 5,034 Intangible Assets, Net 2,849 - 2,849 Other Assets 1,413 36 1,449 ------- ---- ------ ------- Total Assets $17,689 $412 $18,101 ======= ==== ====== ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Loans and Notes Payable $ 409 $ 9 $ 418 Accounts Payable 1,118 14 1,132 Accrued and Other Liabilities 2,784 70 2,854 ------- ---- ------ ------- Total Current Liabilities 4,311 93 4,404 Long Term Debt 2,108 1 2,109 Other Liabilities 2,358 17 2,375 ------- ---- ------ ------- Total Liabilities 8,777 111 8,888 ------- ---- ------ ------- Stockholders' Equity: Common Stock 767 16 (16) 767 Additional Capital 81 (81) - Notes Receivable from Employee Stock Ownership Plan (64) - - (64) Cumulative Translation Adjustment 237 18 - 255 Unrealized gain on investment - 5 (5) - Retained Earnings 10,278 181 (705) 9,754 Less: Common Stock Held in Treasury 2,306 (807) 1,499 ------- ---- ------ ------- Total Stockholders' Equity 8,912 301 0 9,213 ------- ---- ------ ------- Total Liabilities and Stockholders' Equity $17,689 $412 $ 0 $18,101 ======= ==== ====== =======
(a) Reflects adjustments to record the issuance of 18.7 million treasury shares. 9 10 SIGNATURE 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. Date: March 7, 1996 JOHNSON & JOHNSON By: /s/ John A. Papa ----------------- John A. Papa Assistant Treasurer 10 -----END PRIVACY-ENHANCED MESSAGE-----