-----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, Ea3rD/K7i+Tz2C4pTOUzUHSzpdEF4Gpz56/dJWTQ/ogQb6kZtsqsYVeAFL/0D7Vx XxbqLC5bDYfgt4a2BYf+ow== 0000009892-98-000015.txt : 19980724 0000009892-98-000015.hdr.sgml : 19980724 ACCESSION NUMBER: 0000009892-98-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980723 ITEM INFORMATION: FILED AS OF DATE: 19980723 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARD C R INC /NJ/ CENTRAL INDEX KEY: 0000009892 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 221454160 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06926 FILM NUMBER: 98670407 BUSINESS ADDRESS: STREET 1: 730 CENTRAL AVE CITY: MURRAY HILL STATE: NJ ZIP: 07974 BUSINESS PHONE: 9082778000 MAIL ADDRESS: STREET 1: 730 CENTRAL AVENUE CITY: MURRAY HILL STATE: NJ ZIP: 07974 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: July 23, 1998 C. R. BARD, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) New Jersey 1-6926 22-1454160 (STATE OF COMMISSION FILE NUMBER IRS EMPLOYER INCORPORATION) IDENTIFICATION NO. 730 Central Avenue, Murray Hill, New Jersey (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) 07974 (ZIP CODE) (908) 277-8000 (REGISTRANT'S TELEPHONE NUMBER) Item 5. Other Events C. R. Bard, Inc. announced on July 9, 1998 that it has agreed to sell its global coronary cath lab business (angioplasty and angiography) (the "Business") to Arterial Vascular Engineering, Inc. for $600 million. The transaction is structured as an acquisition of certain assets and certain liabilities of Bard related to the Business and the acquisition of stock of certain subsidiaries (the "Subsidiaries") of Bard engaged in the Business. In connection with the sale of the Business, Bard will receive $550 million and 95% of the net book value of the Subsidiaries' trade accounts receivable as of the Closing Date in cash, with the balance of the purchase price being working capital relating to the Business retained by Bard. Bard's press release relating to the transaction is attached as Exhibit 99A and is incorporated herein by reference. Separately, C. R. Bard, Inc. announced on July 9, 1998 that its Board of Directors authorized purchases from time to time of up to 10 million shares of Bard's common stock. The shares to be purchased will be held in treasury and have the status of authorized but unissued. Bard's press release relating to the share repurchase is attached as Exhibit 99B and is incorporated herein by reference. Item 7. Exhibits 99A. Press Release dated July 9, 1998, entitled "Bard to Sell its Global Coronary Cath Lab Business to Arterial Vascular Engineering For $600 Million". 99B. Press Release dated July 9, 1998, entitled "Bard Directors Authorize 10 Million Share Purchase Program". 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, thereunto duly authorized. C. R. BARD, INC. (Registrant) By: William C. Bopp /s/ William C. Bopp Executive Vice President and Chief Financial Officer Dated: July 23, 1998 EX-99 2 CONTACT: E.L. Parker EXHIBIT 99A Vice President and Treasurer (908) 277-8059 BARD TO SELL ITS GLOBAL CORONARY CATH LAB BUSINESS TO ARTERIAL VASCULAR ENGINEERING FOR $600 MILLION MURRAY HILL, NJ -- July 9, 1998 - C. R. Bard, Inc. (NYSE-BCR) announced today that it has agreed to sell its global coronary cath lab business (angioplasty and angiography) to Arterial Vascular Engineering, Inc. (NASDAQ-AVEI) for $600 million. Bard reported worldwide sales of coronary angioplasty and angiography products of approximately $215 million in 1997. The coronary cath lab business includes manufacturing plants in Billerica, Massachusetts and Galway, Ireland as well as approximately 1900 employees worldwide. The sale of this business represents another step in a series of strategic initiatives being pursued by the company to enhance Bard's operating performance and shareholder value. These initiatives, announced in April 1997, began with Bard's plans to restructure its manufacturing operations and will continue through the balance of 1998 as the company further considers strategic alternatives for its remaining coronary vascular businesses and takes any additional steps necessary to improve efficiencies in both manufacturing and operations globally. In connection with the sale of its coronary cath lab business, Bard will receive $550 million in cash with the balance of the purchase price being working capital retained by Bard. Additionally, Bard will enter into an Intellectual Property License Agreement and long-term Product and Materials Supply Agreements with AVE. The Agreements provide for (i) Bard to retain non-exclusive rights for non-coronary applications of the technologies protected by the coronary cath lab patents to be transferred to AVE and (ii) AVE to obtain non-exclusive rights for coronary applications of certain other technologies. Bard started in the interventional cardiology business in 1966 and pioneered balloon angioplasty in the United States in 1978. The strength of Bard's intellectual property portfolio was validated with the $100 million payment from Guidant Corporation announced on April 6, 1998, for the settlement of several infringement claims and the grant of patent licenses. William H. Longfield, chairman and chief executive officer, said, "The decision to divest our angioplasty and angiography product lines reflects the implementation of our strategy to focus resources on businesses where Bard can be the market leader. We believe that this transaction is in the best interests of our shareholders and the affected employees." Longfield noted that, "the cash sale announced today reflects gross proceeds for this business of nearly three times 1997 sales." Longfield continued, "I am grateful to so many dedicated employees for their outstanding contributions to Bard's growth in interventional cardiology and want to thank them and wish them well as they prepare to join AVE." - more - Bard to Sell its Global Coronary Cath Lab Business July 9, 1998 The majority of the net proceeds of the sale will be targeted for the repurchase, from time-to-time, of up to 10 million shares of common stock. An appropriate amount will be reserved for debt reduction and strategic investments and acquisitions in the company's four emphasis product groups: peripheral vascular, urology, oncology and surgical specialties. Longfield noted, "We now have the financial and strategic flexibility to reinvest in Bard's businesses with major market leadership positions and enhance the profitability and growth profile of the company." Completion of the sale is subject to standard government and regulatory approvals. Closing of the sale is anticipated to occur within 60 days. C. R. Bard, Inc., headquartered in Murray Hill, New Jersey, is a leading multinational developer, manufacturer and marketer of health care products. This press release contains forward-looking statements, the accuracy of which is necessarily subject to risks and uncertainties. Management refers the reader to Bard's 1997 Form 10-K for a detailed statement with regard to forward-looking statements. * * * EX-99 3 Exhibit 99B Contact: E. L. Parker Vice President and Treasurer (908) 277-8059 BARD DIRECTORS AUTHORIZE 10 MILLION SHARE PURCHASE PROGRAM MURRAY HILL, NJ -- July 9, 1998 -- C. R. Bard, Inc. (NYSE - BCR) said today that it has authorized purchases from time to time of up to 10 million shares of Bard's common stock. The shares to be purchased will be held in treasury and have the status of authorized but unissued. In a separate announcement today, Bard said that it has agreed to sell its global coronary cath lab businesses (angioplasty and angiography) for $600 million. Plans are to use a substantial portion of the after-tax proceeds from this sale for share repurchases. For the full year 1997 Bard had a weighted average of 56,971,000 shares outstanding. At year-end 1997 total shares outstanding were 56,784,551. C. R. Bard, Inc., headquartered in Murray Hill, New Jersey, is a leading multinational developer, manufacturer and marketer of health care products. # # # # # # -----END PRIVACY-ENHANCED MESSAGE-----